A Place for Rover, Inc. (“Rover” or the “Company”), the world’s
largest online marketplace for pet care, today announced financial
results for the first quarter ended March 31, 2021.
“We are pleased with our first quarter results and are very
encouraged by recent data and the signs we are seeing in the
market,” said Rover co-founder and CEO, Aaron Easterly. “In the
first quarter and continuing into May, we have seen an uptick in
both Gross Bookings Value (GBV) and bookings as COVID vaccines roll
out. We believe Rover is well positioned to capture the resurgence
in pet care demand as people resume traveling and return to
work.”
First Quarter 2021 Financial
Highlights:(Unless otherwise noted, all comparisons are
relative to the first quarter of 2020):
- Total revenue of $12.2 million, compared to $17.0 million.
- Total bookings of ~643,000, compared to ~925,000. During the
last week of March 2021, Rover had its highest volume week of new
bookings since the week prior to Christmas 2019, and significantly
more new bookings than any week in 2020.
- Customer Acquisition Cost (CAC) of $7, compared to $39 on new
bookings of ~102,000, compared to ~109,000.
- GBV of $64.7 million, compared to $86.8 million.
- GAAP net income/(loss) of ($10.6) million, compared to ($20.5)
million.
- Adjusted EBITDA of ($4.4) million, compared to ($12.3)
million.
First Quarter 2021 Business
Highlights:
- For all bookings, California, Florida, New York and Texas are
up 45%, 42%, 44% and 69% respectively month-over-month from
February to March 2021. Historically, the seasonal trend has been a
~20% increase during the same timeframe. Rover expects the exact
rate of recovery to continue to vary by locale.
- Stay length for overnight services began to return to
historical seasonal norms: the average stay length in the first
quarter of 2021 and 2019 was ~4 nights.
- Requests for services are being made further in advance: the
median lead time for pet care requests in March 2021 was up ~15%
over March 2019.
- The “pandemic puppy” boom is a real phenomenon: of all new pet
profiles added on Rover, the percentage of puppies is up 38% over
the first quarter 2019.
- Existing Rover pet parents added ~30% more puppies to their
profiles than they did in the first quarter of 2019.
- New customer daycare bookings for puppies was up 64% over the
first quarter of 2019, a historic high.
- On February 10, 2021, Rover entered into a definitive business
combination agreement with Nebula Caravel Acquisition Corp.
(Nasdaq: NEBC) (“Caravel”). Caravel is a publicly traded special
purpose acquisition company sponsored by True Wind Capital. The
transaction values Rover at an enterprise value of approximately
$1.350 billion.
“In the first quarter, we improved Adjusted EBITDA 64%
year-over-year as we leveraged our organic customer acquisition
efforts and streamlined cost structure,” said Rover CFO, Tracy
Knox. “Looking ahead, consistent with our operating plan for the
year, we plan to drive growth with targeted and increased
investments in marketing as we capitalize on the expanded market
opportunity and influx of new pet parents. The improvements in our
booking trends over the past few weeks, including April, combined
with our more efficient cost structure gives us confidence in
delivering our full year targets.”
A chart accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/5e0f04d0-ceab-48b0-b947-aa1596fe0da0
About RoverFounded in 2011 and based in
Seattle, Rover is the world’s largest online marketplace for pet
care. Rover connects pet parents with pet care providers who offer
overnight services, including boarding and in-home pet
sitting, as well as daytime services, including doggy daycare, dog
walking, drop-in visits, and grooming. Millions of pet
parents have booked a service on Rover, with more than 500,000 pet
care providers across North America and Europe.
About True Wind Capital True Wind Capital
is a San Francisco-based private equity firm focused on investing
in leading technology companies. True Wind has a broad investing
mandate, with deep industry expertise across software, data
analytics, tech-enabled services, internet, financial technology,
and hardware. Rover will be True Wind’s 8th platform
investment.
About Nebula Caravel Acquisition
Corp. Caravel (Nasdaq: NEBC) is a blank check company
sponsored by True Wind and led by Adam H. Clammer and James H.
Greene, Jr., who serve as Chief Executive Officer and Chairman,
respectively, formed for the purpose of partnering with one
high-quality technology business. Caravel follows Nebula
Acquisition Corporation’s successful merger with Open
Lending in June 2020.
Important Information and Where to Find It
This press release relates to the proposed merger involving
Caravel Rover. Caravel has filed a Registration Statement on Form
S-4 with the SEC, which includes a proxy statement and prospectus
of Caravel and an information statement of Rover, and each party
will file other documents with the SEC regarding the proposed
transaction. A definitive proxy statement/prospectus/information
statement will also be sent to the stockholders of Caravel and
Rover, seeking any required stockholder approvals. Before making
any voting or investment decision, investors and securityholders of
Caravel and Rover are urged to carefully read the entire
registration statement and proxy statement/prospectus/information
statement, when they become available, and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed by
Caravel with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov. Alternatively, these documents, when
available, can be obtained free of charge from Caravel upon written
request to Nebula Caravel Acquisition Corp., Four Embarcadero
Center, Suite 2100, San Francisco, California 94111.
Participants in the Solicitation
Caravel, Rover and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Caravel, in favor
of the approval of the merger. Information regarding Caravel’s
directors and executive officers is contained in the section of
Caravel’s Registration Statement on Form S-4 titled “Information
About Carvel”, which was filed with the SEC on March 29, 2021.
Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the registration
statement and the proxy statement/prospectus/information statement
and other relevant documents filed with the SEC when they become
available. Free copies of these documents may be obtained as
described in the preceding paragraph.
No Offer or Solicitation
This press release does not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release also
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval, nor will there be any sale of any securities in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such other jurisdiction. No offering of
securities will be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
including, but not limited to, Caravel’s and Rover’s expectations
or predictions of future financial or business performance or
conditions. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. Generally, statements that
are not historical facts, including statements concerning possible
or assumed future actions, business strategies, events or results
of operations, are forward-looking statements. These statements may
be preceded by, followed by or include the words “believes,”
“estimates,” “expects,” “projects,” “forecasts,” “may,” “will,”
“should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends”
or similar expressions, and include statements regarding COVID
recovery, changes in travel and working behavior and the impact on
Rover’s business and operating results as well as the closing of
the business combination between Caravel and Rover. Such
forward-looking statements involve risks and uncertainties that may
cause actual events, results or performance to differ materially
from those indicated by such statements. Certain of these risks are
identified and discussed in the section of Caravel’s Registration
Statement Form S-4 titled “Risk Factors” which was filed with the
SEC on March 29, 2021. These risk factors will be important to
consider in determining future results and should be reviewed in
their entirety. These forward-looking statements are based on
Caravel’s or Rover’s management’s current expectations and beliefs,
as well as a number of assumptions concerning future events.
However, there can be no assurance that the events, results or
trends identified in these forward-looking statements will occur or
be achieved. Forward-looking statements speak only as of the date
they are made, and neither Caravel nor Rover is under any
obligation, and expressly disclaim any obligation, to update, alter
or otherwise revise any forward-looking statement, whether as a
result of new information, future events or otherwise, except as
required by law. Readers should carefully review the statements set
forth in the reports, which Caravel has filed or will file from
time to time with the SEC.
In addition to factors previously disclosed in Caravel’s reports
filed with the SEC and those identified elsewhere in this press
release, the following factors, among others, could cause actual
results to differ materially from forward-looking statements or
historical performance: risks and uncertainties related to the
inability of the parties to successfully or timely consummate the
merger, including the risk that any required regulatory approvals
or stockholder approvals of Caravel or Rover are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the merger is not obtained, failure to realize the anticipated
benefits of the merger, risks related to Rover’s ability to execute
on its business strategy, attract and retain users, develop new
offerings, enhance existing offerings, compete effectively, and
manage growth and costs, the duration and global impact of
COVID-19, the number of redemption requests made by Caravel’s
public stockholders, the ability of the combined company to meet
Nasdaq’s listing standards (or the standards of any other
securities exchange on which securities of the public entity are
listed) following the merger, the inability to complete the private
placement of common stock of Caravel to certain institutional
accredited investors, the risk that the announcement and
consummation of the transactions disrupts Rover’s current plans and
operations, costs related to the transactions, the outcome of any
legal proceedings that may be instituted against Caravel, Rover, or
any of their respective directors or officers, regarding the
proposed transaction, the ability of Caravel’s or the combined
company to issue equity or equity-linked securities in connection
with the proposed business combination or in the future, the
failure to realize anticipated pro forma results and underlying
assumptions, including with respect to estimated stockholder
redemptions and purchase price and other adjustments; and those
factors discussed in documents of Caravel filed, or to be filed,
with SEC.
Additional factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements can be found in Caravel’s most recent filings with the
SEC which are available, free of charge, at the SEC’s website at
www.sec.gov, and in the Registration Statement on Form S-4 and
Caravel’s proxy statement/prospectus/information statement when
available.
This press release is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in Caravel and is not intended to form the basis of
an investment decision in Caravel. All subsequent written and oral
forward-looking statements concerning Caravel and Rover, the
proposed transaction or other matters and attributable to Caravel
and Rover or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Definitions
- Adjusted EBITDA is defined as net
loss excluding depreciation and amortization, stock-based
compensation expense, income tax expense or benefit, interest
expense, interest income, other income (expense), net, and
non-routine items such as restructuring, impairment, and certain
acquisition costs.
- A booking is defined as a single
arrangement, prior to cancellation, between a pet parent and pet
care provider, which can be for a single night or multiple nights
for our overnight services, or for a single walk/day/drop-in/groom
or multiple walks/days/drop-ins for our daytime services. New
bookings is defined as the total number of first-time bookings that
new users, which Rover refers to as pet parents, book on our
platform in a period. Repeat bookings are defined as the total
number of bookings from pet parents who have had a previous booking
on Rover.
- CAC for any period is defined as
advertising expenses less brand, content and marketing tools
divided by in period new bookings.
- Gross Booking Value, or GBV,
represents the dollar value of bookings on our platform in a period
and is inclusive of pet care provider earnings, service fees,
add-ons, taxes and alterations that occurred during that
period.
- Please refer to Caravel’s
registration statement on Form S-4 filed with the SEC on March 29,
2021 for definitions of Adjusted EBITDA, a non-GAAP metric, and
GBV, total bookings, new bookings.
|
|
|
|
A Place for Rover,
Inc.Key Business Metrics |
|
Three Months EndedMarch 31, |
|
(unaudited) |
|
2020 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
Bookings (in thousands): |
|
|
|
|
|
|
|
|
New bookings |
|
|
109 |
|
|
|
102 |
|
Repeat bookings |
|
|
816 |
|
|
|
541 |
|
Total bookings |
|
|
925 |
|
|
|
643 |
|
|
|
|
|
|
|
|
|
|
GBV (in millions) |
|
$ |
86.8 |
|
|
$ |
64.7 |
|
|
GAAP Financial Statements
A Place for Rover, Inc. |
|
|
|
|
|
|
|
|
Balance
Sheet |
|
December 31, |
|
|
March 31, |
|
(unaudited) |
|
2020 |
|
|
2021 |
|
|
|
|
|
|
|
(in thousands) |
|
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
80,848 |
|
|
$ |
81,833 |
|
Accounts receivable, net |
|
|
2,992 |
|
|
|
6,878 |
|
Prepaid expenses and other current assets |
|
|
3,629 |
|
|
|
5,973 |
|
Total current assets |
|
|
87,469 |
|
|
|
94,684 |
|
Property and equipment,
net |
|
|
24,923 |
|
|
|
23,835 |
|
Operating lease right-of-use
assets |
|
|
— |
|
|
|
22,363 |
|
Intangible assets, net |
|
|
7,967 |
|
|
|
7,064 |
|
Goodwill |
|
|
33,159 |
|
|
|
33,159 |
|
Deferred tax asset, net |
|
|
1,235 |
|
|
|
1,228 |
|
Other noncurrent assets |
|
|
134 |
|
|
|
97 |
|
Total assets |
|
$ |
154,887 |
|
|
$ |
182,430 |
|
Liabilities,
Redeemable Convertible Preferred Stock
and Stockholders’ Deficit |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,301 |
|
|
$ |
1,633 |
|
Accrued compensation and related expenses |
|
|
3,269 |
|
|
|
4,039 |
|
Accrued expenses and other current liabilities |
|
|
2,747 |
|
|
|
5,397 |
|
Deferred revenue |
|
|
751 |
|
|
|
3,378 |
|
Pet parent deposits |
|
|
7,931 |
|
|
|
14,754 |
|
Pet service provider liabilities |
|
|
6,140 |
|
|
|
6,435 |
|
Debt, current portion |
|
|
4,128 |
|
|
|
6,840 |
|
Operating lease liabilities, current portion |
|
|
— |
|
|
|
2,236 |
|
Total current liabilities |
|
|
26,267 |
|
|
|
44,712 |
|
Deferred rent, net of current
portion |
|
|
2,248 |
|
|
|
— |
|
Debt, net of current
portion |
|
|
33,398 |
|
|
|
30,781 |
|
Operating lease liabilities,
net of current portion |
|
|
— |
|
|
|
26,802 |
|
Other noncurrent
liabilities |
|
|
4,659 |
|
|
|
723 |
|
Total liabilities |
|
|
66,572 |
|
|
|
103,018 |
|
Commitments and
contingencies |
|
|
|
|
|
|
|
|
Redeemable convertible
preferred stock |
|
|
290,427 |
|
|
|
290,427 |
|
Stockholders’ deficit: |
|
|
|
|
|
|
|
|
Common stock, par value |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
53,912 |
|
|
|
55,579 |
|
Accumulated other comprehensive income (loss) |
|
|
253 |
|
|
|
274 |
|
Accumulated deficit |
|
|
(256,277 |
) |
|
|
(266,868 |
) |
Total stockholders’ deficit |
|
|
(202,112 |
) |
|
|
(211,015 |
) |
Total liabilities, redeemable convertible preferred stock
and stockholders’ deficit |
|
$ |
154,887 |
|
|
$ |
182,430 |
|
|
|
|
|
A Place for Rover,
Inc.Statement of Operations |
|
Three Months EndedMarch 31, |
|
(unaudited) |
|
2020 |
|
|
2021 |
|
|
|
|
|
|
|
(in thousands) |
|
Revenue |
|
$ |
16,991 |
|
|
$ |
12,196 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
5,418 |
|
|
|
4,176 |
|
Service operations |
|
|
5,055 |
|
|
|
2,233 |
|
Marketing |
|
|
9,350 |
|
|
|
2,666 |
|
Technology |
|
|
8,811 |
|
|
|
4,468 |
|
General and administrative |
|
|
6,202 |
|
|
|
6,636 |
|
Depreciation and amortization |
|
|
2,762 |
|
|
|
1,850 |
|
Total costs and expenses |
|
|
37,598 |
|
|
|
22,030 |
|
Loss from operations |
|
|
(20,607 |
) |
|
|
(9,833 |
) |
Other income (expense),
net: |
|
|
|
|
|
|
|
|
Interest income |
|
|
332 |
|
|
|
4 |
|
Interest expense |
|
|
(249 |
) |
|
|
(697 |
) |
Other expense, net |
|
|
(44 |
) |
|
|
(51 |
) |
Total other income (expense), net |
|
|
39 |
|
|
|
(744 |
) |
Loss before provision for
income taxes |
|
|
(20,568 |
) |
|
|
(10,577 |
) |
Benefit from (provision for) income taxes |
|
|
23 |
|
|
|
(14 |
) |
Net loss |
|
$ |
(20,545 |
) |
|
$ |
(10,591 |
) |
Net loss per share
attributable to common stockholders, basic and diluted |
|
$ |
(0.72 |
) |
|
$ |
(0.36 |
) |
Weighted-average shares used
in computing net loss per share, basic and diluted |
|
|
28,621 |
|
|
|
29,482 |
|
A Place for Rover,
Inc.Statements of Cash Flows |
|
Three Months EndedMarch 31, |
|
(unaudited) |
|
2020 |
|
|
2021 |
|
|
|
|
|
|
|
(in thousands) |
|
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(20,545 |
) |
|
$ |
(10,591 |
) |
Adjustments to reconcile net
loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
1,585 |
|
|
|
1,001 |
|
Depreciation and amortization |
|
|
4,644 |
|
|
|
3,569 |
|
Non-cash operating lease costs |
|
|
— |
|
|
|
477 |
|
Net amortization (accretion) of investment premiums
(discounts) |
|
|
(6 |
) |
|
|
— |
|
Amortization of debt issuance costs |
|
|
68 |
|
|
|
120 |
|
Deferred income taxes |
|
|
(58 |
) |
|
|
12 |
|
Loss on disposal of property and equipment |
|
|
8 |
|
|
|
17 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
196 |
|
|
|
(3,878 |
) |
Prepaid expenses and other current assets |
|
|
206 |
|
|
|
928 |
|
Other noncurrent assets |
|
|
693 |
|
|
|
(9 |
) |
Accounts payable |
|
|
(1,612 |
) |
|
|
332 |
|
Accrued expenses and other current liabilities |
|
|
(1,184 |
) |
|
|
1,034 |
|
Deferred revenue and pet parent deposits |
|
|
(16,862 |
) |
|
|
9,449 |
|
Pet service provider liabilities |
|
|
(2,153 |
) |
|
|
295 |
|
Operating lease liabilities |
|
|
— |
|
|
|
(530 |
) |
Other noncurrent liabilities |
|
|
682 |
|
|
|
54 |
|
Net cash (used in) provided by operating activities |
|
|
(34,338 |
) |
|
|
2,280 |
|
INVESTING
ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase of property and
equipment |
|
|
(369 |
) |
|
|
(49 |
) |
Capitalization of internal-use
software |
|
|
(2,492 |
) |
|
|
(1,543 |
) |
Proceeds from disposal of
property and equipment |
|
|
— |
|
|
|
8 |
|
Purchases of
available-for-sale securities |
|
|
(4,725 |
) |
|
|
— |
|
Proceeds from sales of
available-for-sale securities |
|
|
5,367 |
|
|
|
— |
|
Maturities of
available-for-sale securities |
|
|
10,278 |
|
|
|
— |
|
Net cash provided by (used in) investing activities |
|
|
8,059 |
|
|
|
(1,584 |
) |
FINANCING
ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from exercise of
common stock options |
|
|
134 |
|
|
|
666 |
|
Payment of deferred
transaction costs |
|
|
— |
|
|
|
(375 |
) |
Proceeds from borrowing on
credit facilities |
|
|
55,185 |
|
|
|
— |
|
Net cash provided by financing activities |
|
|
55,319 |
|
|
|
291 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(56 |
) |
|
|
(2 |
) |
Net increase (decrease) in
cash and cash equivalents |
|
|
28,984 |
|
|
|
985 |
|
Cash and cash equivalents,
beginning of period |
|
$ |
67,654 |
|
|
$ |
80,848 |
|
Cash and cash equivalents, end
of period |
|
$ |
96,638 |
|
|
$ |
81,833 |
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
Cash paid for income
taxes |
|
$ |
3 |
|
|
$ |
— |
|
Cash paid for interest |
|
|
— |
|
|
|
563 |
|
NON-CASH INVESTING AND
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Issuance of common stock
warrants under credit facility and subordinated credit
facility agreements |
|
$ |
657 |
|
|
$ |
— |
|
Issuance of Series G
redeemable convertible preferred stock to settle Barking
Dog Ventures, Ltd. Holdback |
|
|
62 |
|
|
|
— |
|
Deferred transaction costs
included in accrued expenses and other current liabilities |
|
|
— |
|
|
|
2,887 |
|
|
|
|
|
|
|
|
|
|
Reconciliation to Financial Statements
A Place for Rover,
Inc.Adjusted EBITDA Reconciliation |
|
Three Months EndedMarch 31, |
|
(unaudited) |
|
2020 |
|
|
2021 |
|
|
|
|
|
|
|
(in thousands) |
|
Adjusted EBITDA reconciliation: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(20,545 |
) |
|
$ |
(10,591 |
) |
Add (deduct): |
|
|
|
|
|
|
|
|
Depreciation and amortization(1) |
|
|
4,644 |
|
|
|
3,569 |
|
Stock-based compensation expense(2) |
|
|
1,585 |
|
|
|
1,001 |
|
Interest expense |
|
|
249 |
|
|
|
697 |
|
Interest income |
|
|
(332 |
) |
|
|
(4 |
) |
Other expense, net |
|
|
44 |
|
|
|
51 |
|
Income tax benefit |
|
|
(23 |
) |
|
|
14 |
|
Restructuring expense(3) |
|
|
2,080 |
|
|
|
— |
|
Acquisition-related costs(4) |
|
|
28 |
|
|
|
905 |
|
Adjusted EBITDA |
|
$ |
(12,270 |
) |
|
$ |
(4,358 |
) |
(1) Depreciation and amortization include amortization expense
related to capitalized internal use software, which is recognized
as cost of revenue in the consolidated statements of operations.(2)
Stock-based compensation expense includes equity granted to
employees as well as for professional services to non-employees.(3)
Restructuring costs include expenses for severance-related and
legal costs incurred during the implementation of our restructuring
plan.(4) Acquisition-related costs include accounting, legal,
consulting and travel related expenses incurred in connection with
business combinations.
Contacts:
MEDIA pr@rover.comKristin
Sandberg(360) 510-6365
INVESTORSbrinlea@blueshirtgroup.comBrinlea
Johnson(415) 269-2645
True Wind
Capitalpress@truewindcapital.comStephanie Portillo
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