A Place for Rover, Inc. (“Rover” or the “Company”), the world’s
largest online marketplace for pet care, today announced key
metrics for the month ended May 31, 2021.
“We are excited to see so many pet parents turning to Rover to
find care for their furry family members as they start to resume
normal activities,” said Rover CEO, Aaron Easterly. “In May, we set
records for Gross Bookings Value (GBV) and U.S. new customer
acquisition in the course of surpassing our 2019 comparable period.
As a result of this improvement in booking trends, which is
continuing into June, we are raising our full year
projections.”
May 2021 Metrics Highlights:Unless otherwise
noted, all comparisons are relative to May 2019, due to the
irregularity in our 2020 business metrics caused by COVID.
- Total bookings of ~367,000, compared to ~352,000.
- GBV of $45.4 million, compared to $38.3 million. This was
Rover’s largest GBV month ever, surpassing the previous high of
$42.0 million achieved in July 2019.
- Engaged pet care providers increased 5%, demonstrating healthy
supply levels to meet the increased demand. Engaged pet care
providers are those who have three or more bookings on the
platform, and represent ~85% of bookings.
- GBV from customers acquired prior to 2020 was ~70% of the level
that would have been expected if there had been no pandemic, up
from ~60% in April.
Local Trends:
- For U.S. bookings, California increased 30%, Florida increased
20%, New York increased 38% and Texas increased 24%
month-over-month from April to May 2021. Historically, the seasonal
trend has been a ~7% increase during the same timeframe for these
states. Rover expects the exact rate of recovery to continue to
vary by locale.
- In the U.S., requests for services are being made further in
advance: the median lead time for pet care requests in May 2021 was
up 45% over May 2019, as more pet parents started booking overnight
services for Fourth of July and Labor Day holiday weekends.
- International market performance has been slower to recover,
and remains below 2019 levels.
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.
Increased 2021 Projections:
- Revenue
- Rover anticipates Revenue in the range of $100 - $105 million,
an increase from the projection of $97 million disclosed to Caravel
and PIPE investors in connection with the proposed business
combination.
- Adjusted EBITDA
- Rover anticipates Adjusted EBITDA in the range of ($2) - ($7)
million, an improvement from the projection of a ($9) million
disclosed to Caravel and PIPE investors in connection with the
proposed business combination.
Growth in GBV represents increasing activity on our platform
from repeat and new pet parents and may differ slightly from
bookings growth depending on the mix of daytime and overnight
services for each period.
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 and 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 May 20, 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, including 2021 projections, 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 May 20, 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 attributable to Caravel and
Rover or any person acting on their behalf are expressly qualified
in their entirety by the cautionary statements above.
Definitions
- 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.
- 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.
- Yo2Y% is calculated as the
non-compounding growth rate of the current period metric vs. that
of the period 2-years prior.
- 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.
Please refer to Caravel’s S-4 filed with the SEC on May 20th,
2021 for additional definitions of GBV, total bookings, new
bookings, repeat bookings, and Adjusted EBITDA, a non-GAAP
metric.
Contacts:
MEDIA pr@rover.comKristin
Sandberg(360) 510-6365
INVESTORSbrinlea@blueshirtgroup.comBrinlea
Johnson(415) 269-2645
True Wind
Capitalpress@truewindcapital.comHeather Chrisco
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