Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | POS AM |
Entity Registrant Name | ROVER GROUP, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Primary SIC Number | 7200 |
Entity Tax Identification Number | 85-3147201 |
Entity Address, Address Line One | 720 Olive Way, 19th Floor |
Entity Address, City or Town | Seattle |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98101 |
City Area Code | 888 |
Local Phone Number | 453-7889 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001826018 |
Amendment Flag | true |
Amendment Description | On March 21, 2022, Rover Group, Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”). This post-effective amendment to the Registration Statement (File No. 333-259519)(the “POSAM”) is being filed to: (i) include information from the Annual Report; and (ii) update certain other information in the Registration Statement based on recent developments.No additional securities are being registered under this POSAM and all applicable registration and filing fees were paid at the time of the original filing of the Registration Statement. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash and cash equivalents | $ 278,904 | $ 80,848 | |
Accounts receivable, net | 26,023 | 2,992 | |
Prepaid expenses and other current assets | 6,113 | 3,629 | |
Total current assets | 311,040 | 87,469 | |
Property and equipment, net | 20,874 | 24,923 | |
Operating lease right-of-use assets | 21,495 | 0 | |
Intangible assets, net | 4,469 | 7,967 | |
Goodwill | 33,159 | 33,159 | |
Deferred tax asset, net | 1,477 | 1,235 | |
Long-term investments | 4,292 | 0 | |
Other noncurrent assets | 348 | 134 | |
Total assets | 397,154 | 154,887 | |
Current liabilities | |||
Accounts payable | 5,043 | 1,301 | |
Accrued compensation and related expenses | 6,600 | 3,269 | |
Accrued expenses and other current liabilities | 3,021 | 2,747 | |
Deferred revenue | 3,077 | 751 | |
Pet parent deposits | 28,269 | 7,931 | |
Pet service provider liabilities | 10,894 | 6,140 | |
Debt, current portion | 0 | 4,128 | |
Operating lease liabilities, current portion | 2,433 | 0 | |
Total current liabilities | 59,337 | 26,267 | |
Deferred rent, net of current portion | 0 | 2,248 | |
Debt, net of current portion | 0 | 33,398 | |
Operating lease liabilities, net of current portion | 25,198 | 0 | |
Derivative warrant liabilities | 19,943 | 0 | |
Other noncurrent liabilities | 84 | 4,659 | |
Total liabilities | 104,562 | 66,572 | |
Commitments and contingencies (Note 11) | |||
Redeemable convertible preferred stock, $0.00001 par value, no shares and 87,611 authorized as of December 31, 2021 and 2020, respectively; no shares and 90,814 shares issued and outstanding as of December 31, 2021 and 2020, respectively; aggregate liquidation preference of $294,802 as of December 31, 2020 | [1] | 0 | 290,427 |
Stockholders’ equity (deficit): | |||
Preferred stock, $0.0001 par value, 10,000 and no shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of December 31, 2021 and 2020, respectively | 0 | 0 | |
Common stock, $0.0001 par value, 990,000 and 144,250 shares authorized as of December 31, 2021 and 2020, respectively; 177,342 and 30,398 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 18 | 3 | |
Additional paid-in capital | 612,680 | 53,909 | |
Accumulated other comprehensive income | 220 | 253 | |
Accumulated deficit | (320,326) | (256,277) | |
Total stockholders’ equity (deficit) | 292,592 | (202,112) | |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 397,154 | $ 154,887 | |
[1] | (1) The shares of the Company's common and redeemable convertible preferred stock, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio of approximately 1.0379 established in the Merger described in Note 1. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | |||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |
Convertible preferred stock, shares authorized (in shares) | 0 | 87,611,000 | |
Convertible preferred stock, shares issued (in shares) | 0 | 90,814,000 | |
Convertible preferred stock, shares outstanding (in shares) | [1] | 0 | 90,814,000 |
Convertible preferred stock, liquidation preference | $ 294,802 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 0 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 990,000,000 | 144,250,000 | |
Common stock, shares issued (in shares) | 177,342,000 | 30,398,000 | |
Common stock, shares outstanding (in shares) | 177,342,000 | 30,398,000 | |
[1] | (1) The shares of the Company's common and redeemable convertible preferred stock, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio of approximately 1.0379 established in the Merger described in Note 1. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 109,837 | $ 48,800 | $ 95,052 |
Costs and expenses: | |||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 26,536 | 19,823 | 23,522 |
Operations and support | 14,928 | 12,371 | 19,882 |
Marketing | 19,937 | 16,332 | 49,921 |
Product development | 22,712 | 22,567 | 22,066 |
General and administrative | 35,559 | 21,813 | 24,947 |
Depreciation and amortization | 7,327 | 8,899 | 8,390 |
Total costs and expenses | 126,999 | 101,805 | 148,728 |
Loss from operations | (17,162) | (53,005) | (53,676) |
Other income (expense), net: | |||
Interest income | 49 | 488 | 2,807 |
Interest expense | (2,952) | (3,154) | (204) |
Loss from impairment of DogHero investment | 0 | (2,080) | 0 |
Change in fair value of earnout liabilities | (46,015) | 0 | 0 |
Change in fair value of derivative warrant liabilities | 2,089 | 0 | 0 |
Other income (expense), net | (284) | 172 | (1,109) |
Total other income (expense), net | (47,113) | (4,574) | 1,494 |
Loss before income taxes | (64,275) | (57,579) | (52,182) |
Benefit from income taxes | 226 | 94 | 468 |
Net loss | $ (64,049) | $ (57,485) | $ (51,714) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.72) | $ (1.92) | $ (1.77) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.72) | $ (1.92) | $ (1.77) |
Weighted-average shares used in computing net loss per share, basic (in shares) | 89,004 | 29,896 | 29,138 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 89,004 | 29,896 | 29,138 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (64,049) | $ (57,485) | $ (51,714) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | (32) | 148 | 117 |
Unrealized gain (loss) on available-for-sale securities | (1) | (64) | 71 |
Other comprehensive income | (33) | 84 | 188 |
Comprehensive loss | $ (64,082) | $ (57,401) | $ (51,526) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) $ in Thousands | USD ($)shares | Cumulative Effect, Period of Adoption, AdjustmentUSD ($) | Common StockUSD ($)shares | Additional Paid-in CapitalUSD ($) | [1] | Accumulated Other Comprehensive Income (Loss)USD ($) | Accumulated DeficitUSD ($) | Accumulated DeficitCumulative Effect, Period of Adoption, AdjustmentUSD ($) | ||
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Dec. 31, 2018 | shares | [1] | 90,305,000 | ||||||||
Redeemable Convertible Preferred Stock, beginning balance at Dec. 31, 2018 | [1] | $ 286,736 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of Series G redeemable convertible preferred stock to settle Barking Dog Ventures, Ltd. holdback (in shares) | shares | [1] | 500,000 | ||||||||
Issuance of Series G redeemable convertible preferred stock to settle Barking Dog Ventures, Ltd. holdback | [1] | $ 3,629 | ||||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2019 | shares | [1] | 90,805,000 | ||||||||
Redeemable Convertible Preferred Stock, ending balance at Dec. 31, 2019 | [1] | $ 290,365 | ||||||||
Beginning balance (in shares) at Dec. 31, 2018 | shares | [1] | 28,778,000 | ||||||||
Beginning balance at Dec. 31, 2018 | $ (106,314) | $ 612 | $ 3 | [1] | $ 41,392 | $ (19) | $ (147,690) | $ 612 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2014-09 | |||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | shares | [1] | 1,000 | ||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | $ 4 | 4 | ||||||||
Exercise of stock options and issuance of common stock (in shares) | shares | [1] | 835,000 | ||||||||
Exercise of stock options and issuance of common stock | 773 | 773 | ||||||||
Unrealized gain (loss) on available-for-sale securities | 71 | 71 | ||||||||
Stock-based compensation | 4,067 | 4,067 | ||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 687 | 687 | ||||||||
Foreign currency translation adjustments | 117 | 117 | ||||||||
Net loss | (51,714) | (51,714) | ||||||||
Ending balance (in shares) at Dec. 31, 2019 | shares | [1] | 29,614,000 | ||||||||
Ending balance at Dec. 31, 2019 | $ (151,697) | $ 3 | [1] | 46,923 | 169 | (198,792) | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of Series G redeemable convertible preferred stock to settle Barking Dog Ventures, Ltd. holdback (in shares) | shares | [1] | 9,000 | ||||||||
Issuance of Series G redeemable convertible preferred stock to settle Barking Dog Ventures, Ltd. holdback | [1] | $ 62 | ||||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2020 | shares | [1] | 90,814,000 | ||||||||
Redeemable Convertible Preferred Stock, ending balance at Dec. 31, 2020 | [1] | $ 290,427 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options and issuance of common stock (in shares) | shares | 907,000 | 784,000 | [1] | |||||||
Exercise of stock options and issuance of common stock | $ 788 | 788 | ||||||||
Unrealized gain (loss) on available-for-sale securities | (64) | (64) | ||||||||
Stock-based compensation | 5,541 | 5,541 | ||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 657 | 657 | ||||||||
Foreign currency translation adjustments | 148 | 148 | ||||||||
Net loss | (57,485) | (57,485) | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | shares | [1] | 30,398,000 | ||||||||
Ending balance at Dec. 31, 2020 | $ (202,112) | $ 3 | [1] | 53,909 | 253 | (256,277) | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | shares | [1] | (90,814,000) | ||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | [1] | $ (290,427) | ||||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Dec. 31, 2021 | shares | [1] | 0 | ||||||||
Redeemable Convertible Preferred Stock, ending balance at Dec. 31, 2021 | [1] | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | shares | [1] | 90,814,000 | ||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | 290,427 | $ 9 | [1] | 290,418 | ||||||
Reverse recapitalization transaction, net of costs (in shares) | shares | [1] | 32,721,000 | ||||||||
Reverse recapitalization transaction, net of costs and acquired liabilities | 213,459 | $ 4 | [1] | 213,455 | ||||||
Earnout liability recognized upon the closing of the reverse recapitalization | (228,082) | (228,082) | ||||||||
Reclassification of Sponsor earnout liability upon settlement | 33,010 | 33,010 | ||||||||
Reclassification of earnout liability and issuance of common stock upon triggering events (in shares) | shares | [1] | 17,541,000 | ||||||||
Reclassification of earnout liability and issuance of common stock upon triggering events | $ 241,077 | $ 2 | [1] | 241,075 | ||||||
Exercise of stock options and issuance of common stock (in shares) | shares | 4,634,000 | 5,089,000 | [1] | |||||||
Exercise of stock options and issuance of common stock | $ 6,505 | 6,505 | ||||||||
Unrealized gain (loss) on available-for-sale securities | (1) | (1) | ||||||||
Issuance of common stock from net exercises of warrants (in shares) | shares | [1] | 779,000 | ||||||||
Issuance of common stock from net exercises of warrants | 0 | |||||||||
Taxes paid related to settlement of equity awards | (8,673) | (8,673) | ||||||||
Stock-based compensation | 11,061 | 11,061 | ||||||||
Foreign currency translation adjustments | (32) | 2 | (32) | |||||||
Foreign currency translation adjustments, net of APIC | (30) | |||||||||
Net loss | (64,049) | (64,049) | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | shares | [1] | 177,342,000 | ||||||||
Ending balance at Dec. 31, 2021 | $ 292,592 | $ 18 | [1] | $ 612,680 | $ 220 | $ (320,326) | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Recapitalization exchange ratio | 1.0379 | |||||||||
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Jul. 29, 2021 | shares | 87,496,938 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Reverse recapitalization transaction, net of costs (in shares) | shares | 32,721,319 | |||||||||
Issuance of common stock from net exercises of warrants (in shares) | shares | 448,000 | |||||||||
Recapitalization exchange ratio | 1.0379 | |||||||||
Recapitalization exchange ratio | 1.0379 | |||||||||
[1] | (1) The shares of the Company's common and redeemable convertible preferred stock, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio of approximately 1.0379 established in the Merger described in Note 1. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES | |||
Net loss | $ (64,049) | $ (57,485) | $ (51,714) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Stock-based compensation | 11,061 | 5,541 | 4,067 |
Depreciation and amortization | 14,683 | 18,713 | 13,596 |
Non-cash operating lease costs | 2,062 | 0 | 0 |
Change in fair value of earnout liabilities | 46,015 | 0 | 0 |
Change in fair value of derivative warrant liabilities | (2,089) | 0 | 0 |
Net amortization (accretion) of investment premiums (discounts) | 0 | 11 | (639) |
Issuance of common stock warrants | 0 | 0 | 453 |
Amortization of debt issuance costs | 712 | 841 | 186 |
Deferred income taxes | (272) | (303) | (588) |
Loss on disposal of property and equipment | 64 | 191 | 285 |
Impairment of DogHero investment | 0 | 2,080 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (23,024) | (519) | (1,760) |
Prepaid expenses and other current assets | (3,126) | 460 | (935) |
Other noncurrent assets | (24) | (59) | (117) |
Accounts payable | 3,738 | (4,437) | 887 |
Accrued expenses and other current liabilities | 4,060 | (3,177) | 666 |
Deferred revenue | 2,325 | (1,736) | 518 |
Pet parent deposits | 20,338 | (13,508) | 2,648 |
Pet service provider liabilities | 4,754 | (5,320) | 2,846 |
Operating lease liabilities | (2,307) | 0 | 0 |
Other noncurrent liabilities | (587) | 1,752 | 4,880 |
Net cash provided by (used in) operating activities | 14,334 | (56,955) | (24,721) |
INVESTING ACTIVITIES | |||
Purchase of property and equipment | (881) | (910) | (16,367) |
Capitalization of internal-use software | (6,340) | (6,757) | (11,906) |
Proceeds from disposal of property and equipment | 24 | 0 | 0 |
Purchases of available-for-sale securities | (4,293) | (16,286) | (72,299) |
Proceeds from sales of available-for-sale securities | 0 | 29,002 | 22,356 |
Maturities of available-for-sale securities | 0 | 23,450 | 97,933 |
Purchase of Series C preference shares of DogHero Ltd. | 0 | 0 | (5,000) |
Proceeds from sale of DogHero investment | 0 | 2,920 | 0 |
Net cash provided by (used in) investing activities | (11,490) | 31,419 | 14,717 |
FINANCING ACTIVITIES | |||
Proceeds from exercise of stock options and issuance of common stock | 6,505 | 788 | 773 |
Taxes paid related to settlement of equity awards | (8,673) | 0 | 0 |
Proceeds from reverse recapitalization and related financing | 268,282 | 0 | 0 |
Payment of deferred transaction costs related to reverse recapitalization | (32,743) | 0 | 0 |
Proceeds from borrowing on credit facilities | 0 | 64,563 | 0 |
Repayment of borrowings on credit facilities | (38,124) | (26,439) | 0 |
Issuance costs related to debt financing | 0 | (281) | 0 |
Net cash provided by financing activities | 195,247 | 38,631 | 773 |
Effect of exchange rate changes on cash and cash equivalents | (35) | 99 | (70) |
Net increase (decrease) in cash and cash equivalents | 198,056 | 13,194 | (9,301) |
Cash and cash equivalents, beginning of year | 80,848 | 67,654 | 76,955 |
Cash and cash equivalents, end of year | 278,904 | 80,848 | 67,654 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Cash paid for income taxes | 5 | 282 | 7 |
Cash paid for interest | 2,511 | 2,073 | 19 |
Right-of-use assets obtained in exchange for lease liabilities (excluding those recognized upon initial adoption of ASC 842) | 757 | 0 | 0 |
Conversion of redeemable convertible preferred stock to common stock | 290,427 | 0 | 0 |
Earnout liability recognized upon the closing of the reverse recapitalization | 228,082 | 0 | 0 |
Derivative warrant liabilities recognized upon the closing of the reverse recapitalization | 22,032 | 0 | 0 |
Reclassification of earnout liabilities to additional paid-in-capital | 274,097 | 0 | 0 |
Issuance of Series G redeemable convertible preferred stock to settle Barking Dog Ventures, Ltd. holdback | 0 | 62 | 3,633 |
Issuance of common stock warrants under credit facility and subordinated credit facility agreements | $ 0 | $ 657 | $ 234 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Rover Group, Inc. (formerly known as Nebula Caravel Acquisition Corp.) and its wholly owned subsidiaries (collectively “Rover” or the “Company”) is headquartered in Seattle, Washington, with offices in Spokane, Washington and internationally in Barcelona, Spain. The Company provides an online marketplace and other related tools, support and services that pet parents and pet service providers can use to find, communicate with, and interact with each other. On July 30, 2021 (the “Closing Date” or “Closing”), Nebula Caravel Acquisition Corp. (“Caravel”) consummated the previously announced merger pursuant to a Business Combination Agreement and Plan of Merger, dated February 10, 2021 (the “Business Combination Agreement”), by and between Caravel, Fetch Merger Sub, Inc., a wholly owned subsidiary of Caravel (“Merger Sub”), and A Place for Rover, Inc. (hereinafter referred to as “Legacy Rover”). Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Legacy Rover, with Legacy Rover continuing as the surviving entity and as a wholly owned subsidiary of Caravel (together with the other transactions described in the Business Combination Agreement, the “Merger”). On the Closing Date, Caravel changed its name from Nebula Caravel Acquisition Corp. to “Rover Group, Inc.” See Note 3—Reverse Recapitalization for additional information. Impact of COVID-19 The COVID-19 pandemic continues to impact communities globally, including in the markets we serve in the United States, Canada, the United Kingdom and Western Europe, which in turn impacts our business. Since the outbreak began in March 2020, authorities have implemented numerous restrictive measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders, and business shutdowns. These restrictive measures have not only negatively impacted consumer and business spending habits, including a significant decline in demand for pet services during 2020, the first half of 2021, and with each subsequent variant wave but they have also adversely impacted, and may continue to impact, our workforce and operations. Although the broad availability of vaccines in 2021 resulted in the most severe of these measures being eased in many U.S. geographic regions and recent announcements by certain state and local governments indicate that remaining measures will be lifted in their regions in response to the declining case numbers from the Omicron wave, some measures to contain the COVID-19 outbreak may remain in place, or be reinstated, for a significant period of time if those geographic regions experience a resurgence of COVID-19 infections, as well as new variants of the virus, such as the Delta and Omicron variants. As a result of the pandemic, we experienced an unfavorable impact on our revenue, results of operations and cash flows during 2020, 2021, and with each subsequent variant wave. The COVID-19 pandemic event and economic conditions were significant in relation to our ability to fund business operations. In response to the impact of COVID-19, we implemented a number of cost-cutting measures to minimize cash outlays, including turning off substantially all paid acquisition marketing activities and reducing other expenses, and implemented a restructuring plan in April 2020 whereby approximately 50% of our employees were terminated or placed on standby. In connection with this restructuring, we incurred severance-related and legal costs of $3.8 million, and modified the terms of stock options previously awarded to impacted employees. See Note 15—Stock-Based Compensation and Note 18—Restructuring . Additionally, in March 2020, the Company borrowed funds to sustain business operations through the initial COVID-19 outbreak. In April 2020, the Company was approved for and received a loan from the Small Business Administration’s Paycheck Protection Program. As of December 31, 2021, all borrowings and loans were repaid. See Note 10—Debt . While we prepared our business for the potential of an extended economic shutdown, recovery began sooner than we expected during 2021. Although we believe that demand for pet care services offered through our platform will continue to rebound as people increasingly return to normalized travel and work activity, the impact of the COVID-19 pandemic, including new variants or sub-variants, may continue to affect our financial results in 2022 and beyond. The extent to which the pandemic continues to impact our business, operating results and financial position will depend on future developments, which are highly uncertain, difficult to predict and beyond our knowledge and control, including but not limited to the duration and spread of the pandemic, its severity, new variants, the actions to contain the virus or treat its impact, the extent of the business disruption and financial impacts, and how quickly and to what extent normal economic and operating conditions can resume. We may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine is in the best interests of our employees and our customers. Liquidity On July 30, 2021, the Company completed the Merger and received net proceeds of $235.6 million, net of transaction costs of $32.7 million. See Note 3—Reverse Recapitalization for additional information. The Company has incurred losses from operations and had an accumulated deficit of $320.3 million as of December 31, 2021. The Company has primarily funded its operations with proceeds from the issuance of redeemable convertible preferred stock, common stock and other equity transactions, proceeds from the Merger, and debt borrowings. As the Company continues to invest in expansion activities, management expects operating losses could continue in the foreseeable future. Management believes that the Company’s current cash and cash equivalents will be sufficient to fund its operations for at least the next 12 months from the issuance of these consolidated financial statements. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of its near and long-term future capital requirements that will depend on many factors including its growth rate. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, operating results, and financial condition would be adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries, after elimination of all intercompany balances and transactions. The Company has prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by the applicable exchange ratio with the exception of the authorized shares and shares reserved for issuance. See Note 3—Reverse Recapitalization for additional information. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheet and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions, include, but are not limited to, the capitalization and estimated useful life of the Company’s internal-use software development costs, the assumptions used in the valuation of common stock prior to the reverse recapitalization, the assumptions used in the valuation of leases, stock-based compensation expense, earnout liabilities and derivative warrant liabilities. These estimates and assumptions are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions. Net Loss per Share Attributable to Common Stockholders The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends, but did not contractually require the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to these securities. Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share for each period presented since the effects of potentially dilutive securities are antidilutive given the Company’s net loss. Segment Information The Company has one operating segment and one reportable segment. As the Company’s chief operating decision maker, the chief executive officer reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Substantially all long-lived assets are located in the United States and substantially all revenue is attributed to fees from pet parents and pet service providers based in the United States. Foreign Currencies The functional currency for the Company’s foreign subsidiaries is either the U.S. dollar or the local currency depending on the assessment of management. An entity’s functional currency is determined by the currency of the economic environment in which the majority of cash is generated and expended by the entity. The financial statements of all majority-owned subsidiaries and related entities with functional currencies other than the U.S. dollar have been translated into U.S. dollars. All assets and liabilities of the respective entities are translated at year-end exchange rates and all revenue and expenses are translated at average rates during the respective period. Translation adjustments are reported as other comprehensive income (loss) in the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency, including U.S. dollars. Gains and losses on those foreign currency transactions are included in determining net loss for the period of exchange and are recorded in other income (expense), net in the consolidated statements of operations. The net effect of foreign currency gains and losses was not material for any of the periods presented. Certain Significant Risks and Uncertainties The Company is subject to certain risks and challenges associated with other companies at a similar stage of development, including risks associated with: dependence on key personnel; marketing; adaptation to changing market dynamics and customer preferences; and potential competition including from larger companies that may have greater name recognition, longer operating histories, more and better established customer relationships and greater resources than the Company. The Company’s ability to provide a reliable platform largely depends on the efficient and consistent operation of its computer information systems and those of its third-party service providers. Any significant interruptions could harm the Company’s business and reputation and result in a loss of business. Further, there has been evidence that the Company has been the subject of cyber-attacks, and it is possible that it will be subject to similar attacks in the future. These attacks may be primarily aimed at interrupting the Company’s business, exposing it to financial losses, or exploiting information security vulnerabilities. To management’s knowledge, no prior attacks or breaches have, individually, or in the aggregate, resulted in any material liability to the Company, any material damage to its reputation, or any material disruption to the Company’s business. Cash and Cash Equivalents The Company considers all highly liquid investments with stated maturities of three months or less from the date of purchase to be cash equivalents. As of December 31, 2021 and 2020, cash equivalents primarily consisted of money market fund investments. Accounts Receivable Accounts receivable primarily include funds collected by payment processors on the Company’s behalf from pet parents. Bad debt expense and the allowance for doubtful accounts were not material for any of the periods presented. Investments The Company classifies its investments in debt securities as available-for-sale. Investment securities are stated at fair value with any unrealized gains or losses included as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Realized gains and losses and declines in the value of securities judged to be other-than-temporary are included in other income (expense), net in the consolidated statements of operations. The Company regularly reviews investments for other-than-temporary impairment using both qualitative and quantitative criteria. When assessing investments for other-than-temporary declines in value, the Company considers factors such as, among other things, the extent and length of time the investment’s fair value has been lower than its cost basis, the financial condition and near-term prospects of the investee, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value, and the expected cash flows from the security. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the consolidated statements of operations and consolidated statements of comprehensive loss. No such adjustments were necessary during the periods presented. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. Dividend and interest income, and any amortization of premiums and accretion of discounts to maturity are included in interest income, net in the consolidated statement of operations. The interest earned on investments is recorded in interest income in the consolidated statements of operations. There were no other-than-temporary impairments recognized in accumulated other comprehensive income during all periods presented. Realized gains and losses on sales of available-for-sale securities were not material for all periods presented. See Note 6—Investments for additional information. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash, investments and accounts receivable. The Company maintains cash balances that may exceed the insured limits set by the Federal Deposit Insurance Corporation. The Company reduces credit risk by placing cash balances with major financial institutions that management assesses to be of high-credit quality. For the years ended December 31, 2021, 2020, and 2019, no individual pet service provider, pet parent, or affiliate represented 10% or more of the Company’s revenue. As of December 31, 2021 and 2020, accounts receivable was $26.0 million and $3.0 million, respectively, and was comprised primarily of amounts due from payment processors who collected payment from pet parents on behalf of the Company. Comprehensive Loss Certain gains and losses are recognized in comprehensive loss but excluded from net loss. Comprehensive loss includes net loss, unrealized gains and losses on available-for-sale debt securities and foreign currency translation adjustments. Fair Value of Financial Instruments Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). Hierarchical levels that are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1— Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2— Inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3— Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s assessment of the significance of a specific input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the specific asset or liability. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The carrying values of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued expenses and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. The carrying amount of the Company’s outstanding debt approximates the fair value as the debt bears a floating rate that approximates the market interest rate. Property and Equipment, net Property and equipment are stated at cost and are depreciated or amortized using the straight-line method over the estimated useful lives of the assets. Depreciation provisions are based upon the following estimated useful lives: Asset Category Depreciation Period Computers 3 years Furniture and fixtures 5-7 years Leasehold improvements Shorter of estimated useful life of asset or remaining lease term Upon retirement or sale, the cost of disposed assets, and the related accumulated depreciation, is removed from the accounts and any resulting gain or loss is reflected in total costs and expenses in the consolidated statements of operations. Expenditures for maintenance and repairs are charged to expense as incurred, whereas additions and improvements that increase the value or extend the life of an asset are capitalized to property and equipment. Leasehold improvements include enhancements made to the Company’s leased office spaces (primarily in Seattle, Washington). Internal-Use Software Costs incurred to develop the Company’s website and software for internal use are capitalized and amortized over its estimated useful life. Capitalization of costs to develop software begin when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. The Company also capitalizes costs related to upgrades and enhancements when it is probable the expenditures will result in significant additional functionality or will extend the useful life of existing functionality. Costs related to the design or maintenance of website development and internal-use software are expensed as incurred. The Company periodically reviews website development and internal-use software costs to determine whether the projects will be completed, placed in service, removed from service or replaced by other internally developed or third-party software. If the asset is not expected to provide any future use, the asset is retired, and any unamortized cost is expensed. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Management has determined that there has been no impairment of previously capitalized costs during 2021, 2020, and 2019. Capitalized website development and internal-use software costs are included in property and equipment, net in the consolidated balance sheets. See Note 8—Balance Sheet Components for further information. Business Combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. The Company allocates the purchase price of a business combination, which is the sum of the consideration provided and may consist of cash, equity or a combination of the two, to the identifiable assets acquired and liabilities assumed of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use judgment and estimates, including the selection of valuation methodologies, cost of capital estimates of future revenue and cash flows, discount rates, and selection of comparable companies, among others. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are contingent consideration or compensation for post-combination services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholder beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-combination services and recognized as expense over the requisite service period. Acquisition-related transaction costs are expensed in the period in which the costs are incurred and included in general and administrative expense in the Company consolidated statements of operations. Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized, but is subject to an annual impairment test. Management has determined that the Company has a single reporting unit and performs its annual goodwill impairment test as of October 31, or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. Events or changes in circumstances which could trigger an impairment review include significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, significant underperformance relative to historical or projected future results of operations, a significant adverse change in the business climate, cost factors that have a negative effect on earnings and cash flows, an adverse action or assessment by a regulator, estimated per share fair value of common stock, unanticipated competition or a loss of key personnel. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, then it is required to perform a quantitative assessment for impairment. The quantitative assessment involves comparing the estimated fair value of the reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the book value of the reporting unit exceeds the fair value, an impairment loss is recognized in an amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit. The Company completed a qualitative analysis as of October 31, 2021 and no impairment of goodwill was recognized. The Company experienced significant disruption to its business in 2020 as a result of the rapid development of COVID-19 and the corresponding reduction in the demand for its marketplace services. The Company completed qualitative analyses as of October 31, 2020, September 30, 2020, June 30, 2020, and March 31, 2020. No impairment of goodwill was recognized during any of the periods presented. Intangible Assets Intangible assets are amortized over the estimated useful life of the assets. Amortization of intangible assets associated with or used in the services provided by the Company from which it generates revenue are classified within cost of revenue (exclusive of depreciation and amortization shown separately) in the Company’s statements of operations. Amortization of intangible assets not associated with or used in the services provided by the Company from which it generates revenue are classified within depreciation and amortization expense within the Company’s statements of operations. For the periods presented, amortization of the Company’s capitalized internal-use software costs related to its online platform has been included within costs of revenues. For the periods presented, amortization expense related to other intangible assets have been classified within depreciation and amortization within the Company’s statement of operations. The Company reviews intangible assets for impairment under the long-lived asset model described below. No impairment of intangible assets was recorded during any of the periods presented. The Company identified certain intangible assets, consisting of technology and tradenames, as defensive assets. These are assets that the Company acquired but does not intend to actively use. Rather, the Company intends to hold the assets to prevent others from obtaining access to the assets. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to its estimated fair value. There was no impairment of long-lived assets for any of the periods presented. Leases (Topic 842 since January 1, 2021) The Company determines if an arrangement is or contains a lease at contract inception by assessing whether the arrangement contains an identified asset and whether the lessee has the right to control such asset. Lessees are required to classify leases as either finance or operating leases and to record a right-of-use (“ROU”) asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. The Company does not have material finance leases. For leases with a term greater than 12 months, the Company records the related ROU asset and lease liability at the present value of lease payments over the term. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to extend or terminate the lease that the Company is reasonably certain to exercise. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. The Company has also elected to not separate lease and non-lease components for office equipment leases and, as a result, accounts for lease and non-lease components as one component. The Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Lease payments may be fixed or variable; however, only fixed payments are included in the Company’s lease liability calculation. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses over the lease term. The Company’s lease agreements may contain non-lease components such as common area maintenance, operating expenses or other costs, which are expensed as incurred. Rent Expense and Leasehold Improvements (Prior to adoption of Topic 842) Rent expense for leases that provide for scheduled rent increases or free rent periods during the lease term are recognized on a straight-line basis over the term of the related leases. Certain leasehold improvements are funded by landlord incentives or allowances. Such incentives or allowances under operating leases are recorded as a component of other noncurrent liabilities and are amortized as a reduction of rent expense over the term of the related lease. The current portion of deferred rent is presented in accrued expenses and other current liabilities in the consolidated balance sheets. Rent expense and amortization of leasehold improvements are allocated to the different costs and expenses presented in the consolidated statements of operations. Earnout Liabilities Rover Earnout Shares At Closing, Legacy Rover stockholders were entitled to receive up to 19,734,183 shares (“Rover Earnout Shares”) of Class A common stock subject to the occurrence of certain triggering events based on a seven year post-Closing earnout, with (1) 8,770,748 shares earned if the stock price of the Company is or exceeds $12.00 for 20 out of any 30 trading days (“Triggering Event I”), (2) 8,770,748 shares earned if the stock price of the Company is or exceeds $14.00 for 20 out of any 30 trading days (“Triggering Event II”), and (3) 2,192,687 shares earned if the stock price of the Company is or exceeds $16.00 for 20 out of any 30 trading days (“Triggering Event III”) (collectively, the “Triggering Events”). On September 29, 2021, a portion of the Rover Earnout Shares vested upon the occurrence of Triggering Event I and Triggering Event II and were subsequently issued on October 6, 2021. If there is a change of control transaction within the seven-year earnout period, then Triggering Event III that has not previously occurred will be deemed to have occurred and a total of 2,192,687 shares will be issued to Legacy Rover equity holders and be eligible to participate in the change of control transaction. Sponsor Earnout Shares At Closing, the Sponsor subjected 2,461,627 shares (“Sponsor Earnout Shares”) to vesting and potential forfeiture (and related transfer restrictions) based on a seven year post-Closing earnout, with (1) 984,651 shares being released upon Triggering Event I, (2) 984,651 shares being released upon Triggering Event II, and (3) 492,325 shares being released upon Triggering Event III, in each case, subject to early release for a sale, change of control or going private transaction or delisting after the Closing. On September 29, 2021, the Sponsor Earnout Shares vested upon the occurrence of Triggering Event I and Triggering Event II. If there is a change of control transaction within the seven-year earnout period, then immediately prior to the consummation of the change of control transaction the following will occur: (1) any Triggering Events that have not previously occurred will be deemed to have occurred and (2) all unvested Sponsor Earnout Shares will vest and be eligible to participate in the change of control transaction. The Rover Earnout Shares and the Sponsor Earnout Shares (collectively “Earnout Shares”) are not indexed to the common stock of the Company and, therefore, are accounted for as liability classified instruments in accordance with ASC 815-40, as the events that determine the number of Earnout Shares required to be released or issued, as the case may be, include events that are not solely indexed to the fair value of common stock of the Company. The Earnout Shares were measured at Closing, and subsequently measured at each reporting date until settled, or they met the criteria for equity classification. Changes in the fair value were recorded as a component of other income (expense), net in the consolidated statements of operations. The aggregate fair value of the Earnout Shares on the Closing Date was estimated using a Monte Carlo simulation model and was determined to be $228.1 million. As of September 29, 2021, the Sponsor Earnout Shares were reclassified to equity. Rover Earnout Shares that vested upon the occurrence of Triggering Event I and Triggering Event II on September 29, 2021 were recorded at fair value until issued on October 6, 2021, at which time the then current fair value was reclassified to additional paid in capital. See Note 7—Fair Value for further information. Derivative Warrant Liabilities At Closing, the Company assumed 2,574,164 private placement warrants (“Private Warrants”) and 5,500,000 public warrants (“Public Warrants” and collectively “Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable at any time commencing on the later of (1) 30 days after the completion of the Merger on July 30, 2021 and (2) 12 months from the date of the closing of Caravel’s initial public offering on December 11, 2020 and terminating five years after completion of the Merger. The Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants are transferable, assignable or salable after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are generally non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrant. See Note 14—Stock Warrants for further information. Upon consummation of the Merger, the Company evaluated the Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity (deficit). The agreement governing the Warrants includes a provision that could result in a different settlement value for the Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Warrants (both the Public Warrants and the Private Warrants) would be entitled to receive cash for all of their Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash. These provisions preclude the Company from classifying the Warrants in stockholders’ equity (deficit). Since the Warrants meet the definition of a derivative, the Company recorded the Warrants as liabilities on the consolidated balance sheet at fair value upon the Cl |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization In connection with the Merger, the Company raised $268.3 million of gross proceeds from (1) the contribution of $128.3 million of net cash held in Caravel’s trust account from its initial public offering, (2) $50.0 million from the sale of 5,000,000 shares of Class A common stock at $10.00 per share in a transaction exempt from the registration requirement of the Securities Act of 1933, and (3) $90.0 million from the sale of an aggregate of 9,000,000 shares of Class A common stock at $10.00 per share pursuant to the backstop subscription agreement with affiliates (and an assignee of such affiliates) of the sponsor of Caravel (the “Sponsor Backstop Subscription Agreement”). Immediately before the Merger, all of Legacy Rover’s outstanding warrants were net exercised for shares of Legacy Rover common stock. Upon the consummation of the Merger, all holders of Legacy Rover common stock and preferred stock received shares of the Company’s Class A common stock at a deemed value of $10.379 per share after giving effect to the applicable exchange ratio based on the completion of the following transactions contemplated by the Business Combination Agreement: • the conversion of all outstanding shares of Legacy Rover redeemable convertible preferred stock into shares of Legacy Rover common stock at the then-effective conversion rate as calculated pursuant to Legacy Rover’s certificate of incorporation; • the cancellation of each issued and outstanding share of Legacy Rover common stock (including shares of common stock resulting from the conversion of Legacy Rover redeemable convertible preferred stock) and the conversion into a number of shares of the Company’s Class A common stock equal to an exchange ratio of 1.0379 (“Exchange Ratio”); and • the conversion of all outstanding vested and unvested Legacy Rover stock options into options exercisable for shares of the Company’s Class A common stock with the same terms except for the number of shares exercisable and the exercise price, each of which were adjusted using the exchange ratio of 1.2006. No cash consideration was paid out to Legacy Rover stockholders as there was insufficient cash after Caravel common stockholders exercised their right to redeem shares for cash. In connection with the Merger, the Company incurred $32.7 million of transaction costs. These costs consisted of underwriting, legal, and other professional fees, of which $14.5 million was recorded to additional paid-in capital and the remaining $18.2 million related to liabilities assumed from Caravel that were settled immediately after Closing. The number of shares of Class A common stock issued immediately following the consummation of the Merger at July 30, 2021 was: Number of Shares Common stock of Caravel outstanding prior to the Merger 27,500,000 Less redemption of Caravel shares (14,677,808) Caravel Sponsor Earnout Shares outstanding prior to the Merger 6,875,000 Less forfeiture of Caravel Sponsor Earnout Shares (1) (975,873) Common stock of Caravel (1) 18,721,319 Shares issued in PIPE financing 5,000,000 Shares issued in Sponsor Backstop Subscription Agreement 8,000,000 Shares issued in Assignment Agreement 1,000,000 Merger and PIPE financing shares 32,721,319 Legacy Rover shares (2) 124,477,819 Total 157,199,138 _______________ (1) Upon the Merger closing, 3,437,500 Sponsor Earnout Shares vested, 975,873 were forfeited and 2,461,627 Sponsor Earnout Shares remained outstanding and unvested. At Closing, the remaining 2,461,627 Sponsor Earnout Shares were subject to vesting conditions based upon the occurrence of certain triggering events. At the close of trading on September 29, 2021, pursuant to the Business Combination Agreement and the achievement of Trigger Events I and II, 1,969,300 Founder Shares vested. (2) The number of Legacy Rover shares was determined from the 32,434,987 shares of Legacy Rover common stock and 87,496,938 shares of Legacy Rover redeemable convertible preferred stock outstanding, which were converted to an equal number of shares of Legacy Rover common stock upon the closing of the Merger, and then converted at the Exchange Ratio of 1.0379 to Class A common stock of the Company. All fractional shares were rounded down to the nearest whole share. The Merger was accounted for as a reverse recapitalization under GAAP because Legacy Rover has been determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, Caravel was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Company will represent a continuation of the financial statements of Legacy Rover with the Merger treated as the equivalent of Legacy Rover issuing stock for the net assets of Caravel, accompanied by a recapitalization. The net assets of Caravel are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Legacy Rover. Legacy Rover was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Legacy Rover stockholders comprising a relative majority of the voting power of Rover; • Legacy Rover will have the ability to nominate a majority of the members of the board of directors of Rover; • Legacy Rover’s operations prior to the acquisition comprising the only ongoing operations of Rover; • Legacy Rover’s senior management comprising a majority of the senior management of Rover; and • Rover substantially assuming the Legacy Rover name. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business CombinationsOn October 31, 2018, the Company acquired all of the outstanding shares of Barking Dog Ventures, Ltd. (“DogBuddy”) in exchange for the issuance of 1.4 million shares of the Company’s common stock, 1.9 million shares of the Company’s Series G redeemable convertible preferred stock, which includes a holdback of 539,000 shares of Series G preferred stock, and cash payment of $19.4 million to the stockholders of DogBuddy. The Company, as acquirer, retained a holdback of Series G preferred stock for up to a one-year period as partial security against certain indemnity obligations. The holdback has an estimated fair value of $3.9 million based on the recent transaction price of the Company’s Series G redeemable convertible preferred stock and was recorded to accrued expenses and other current liabilities in the consolidated balance sheets. . In November 2019, the Company released and issued 0.5 million shares of Series G preferred stock to former stockholders of DogBuddy related to the holdback. The acquisition date estimated fair value of the holdback shares issued during 2019 was $3.6 million. At December 31, 2019, the remaining holdback liability of $0.3 million was recorded in accrued expenses and other current liabilities in the consolidated balance sheets. In February 2020, final settlement of the holdback was completed through the issuance of 9,000 shares of Series G preferred stock. The remaining 30,000 shares were never issued and retained by the Company to cover additional expenses. Goodwill recorded in connection with the acquisition is primarily attributed to the increased geographic coverage throughout Europe and synergies gained, such as advertising purchasing power and integrated pet service provider networks. None of the resulting goodwill is deductible for tax purposes. During the year ended December 31, 2019, a measurement period adjustment was made to reduce goodwill from the DogBuddy acquisition by $1.7 million primarily due to an adjustment to the deferred tax asset for pre-acquisition losses that were originally estimated to be unrealizable (see Note 9—Goodwill and Intangible Assets ). There was no impact to the consolidated statements of operations for this adjustment. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances The Company’s contract liabilities consist of deferred revenue. The changes in the Company’s contract liabilities were as follows (in thousands): Balance at December 31, 2019 $ 2,488 Revenue recognized (45,585) Bookings and other 43,848 Balance at December 31, 2020 751 Revenue recognized (105,356) Bookings and other 107,682 Balance at December 31, 2021 $ 3,077 Substantially all deferred revenue as of December 30, 2020 and December 31, 2019 was recognized as revenue during the years ended December 31, 2021 and 2020, respectively. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Available-for-sale investments consist of fixed-income securities that are accounted for at fair value. Premiums and discounts paid on securities at the time of purchase are amortized over the period of maturity. The amortized cost and fair value of the available-for-sale investments and unrealized gains and losses were as follows (in thousands): December 31, 2021 Amortized Gross Gross Fair Value Marketable securities: Corporate securities $ 4,293 $ — $ (1) $ 4,292 Total marketable securities $ 4,293 $ — $ (1) $ 4,292 There were no available-for-sale investments at December 31, 2020. There were no other-than-temporary impairments recognized in accumulated other comprehensive income during all periods presented. Realized gains and losses on sales of available-for-sale securities were not material for all periods presented. The contractual maturity of the available-for-sale investments were as follows (in thousands): December 31, 2021 Less than 1 year 1 to 5 year More than 5 years Total Marketable securities: Corporate securities $ — $ 4,292 $ — $ 4,292 Total $ — $ 4,292 $ — $ 4,292 Other Investments In March 2019, the Company purchased 3.4 million Series C Preference Shares of DogHero Ltd. (“DogHero”), an online marketplace for pet services in South America, for $5.0 million. The 3.4 million shares acquired represented 17% of DogHero’s fully diluted outstanding equity. In accordance with Accounting Standards Codification (“ASC”) 321, Investments – Equity Securities , the Company elected the measurement alternative to value this equity investment without a readily determinable fair value. The carrying amount of the investment was included in other noncurrent assets in the consolidated balance sheets. In accordance with ASC 321, for each reporting period, the Company completed a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired. In connection with the purchase of Series C Preference Shares, the Company also entered into a call option to purchase the remaining equity of DogHero at a defined exercise price within a two-year period after the initial investment. In July 2020, the Company received notification that a letter of intent to acquire DogHero had been submitted. The Company was provided the option of receiving cash consideration of $3.0 million or share consideration in the acquiring company. The Company determined that the letter of intent was an indicator of impairment and recorded an impairment loss of $2.0 million, reducing the carrying amount of the investment to $3.0 million. In November 2020, the Company sold its investment and call option in DogHero for $2.9 million. As such, the Company recorded an additional impairment loss of $0.1 million upon disposal of the investment and its related carrying value. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 213,539 $ — $ — $ 213,539 Investments: Corporate securities — 4,292 — 4,292 Total assets measured at fair value $ 213,539 $ 4,292 $ — $ 217,831 Liabilities Derivative warrant liabilities (Public Warrants) $ 13,585 $ — $ — $ 13,585 Derivative warrant liabilities (Private Warrants) — 6,358 — 6,358 Total liabilities measured at fair value $ 13,585 $ 6,358 $ — $ 19,943 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 37,854 $ — $ — $ 37,854 Total assets measured at fair value $ 37,854 $ — $ — $ 37,854 During December 2021, the Private Warrants were reclassified from Level 3 to Level 2 financial instruments within the fair value hierarchy. See section “ - Valuation of Private Warrant Derivative Liability” below for further discussion. Other than this transfer between levels during the third and fourth quarter 2021, there were no transfers of financial instruments between valuation levels during the years ended December 31, 2021 and 2020. Valuation of Earnout Liabilities Upon the closing of the Merger, the Earnout Shares were accounted for as a liability because the triggering events that determine the number of shares to be earned included events that were not indexed to the common stock of the Company, with the change fair value recognized in Change in fair value of earnout liabilities in the consolidated statement of operations. Triggering Event I and Triggering Event II occurred on September 29, 2021, resulting in the vesting of 1,969,302 Sponsor Earnout Shares on September 29, 2021 and 17,540,964 Rover Earnout Shares being subsequently issued on October 6, 2021. The estimated fair value of the earnout liability related to the Sponsor Earnout Shares was remeasured to $33.0 million on September 29, 2021, which included: (i) $26.7 million related to the Sponsor Earnout Shares that vested upon the occurrence of Triggering Event I and Triggering Event II associated with the $12.00 and $14.00 volume-weighted Class A common stock average price (“VWAP”) per share thresholds as of September 29, 2021, and was recorded to additional paid-in capital on September 29, 2021 as such shares were issued and outstanding and thus the obligation was considered settled; and (ii) $6.3 million related to the estimated fair value of the remaining 492,325 Sponsor Earnout Shares subject to vesting upon the occurrence of the Triggering Event III associated with the $16.00 VWAP per share threshold based on a Monte Carlo simulation valuation model as of September 29, 2021. On September 29, 2021, the fair value of the remaining unvested Sponsor Earnout Shares was reclassified to equity because the Sponsor Earnout Shares became an instrument contingently issuable upon the occurrence of a triggering event into a fixed number of Class A common shares that is not based on an observable market price or index other than the Company’s own common stock price. The estimated fair value of the earnout liability related to the Rover Earnout Shares was remeasured to $241.1 million on October 6, 2021, which included: (i) $216.3 million related to the Rover Earnout Shares issuable upon the occurrence of Triggering Event I and Triggering Event II associated with the $12.00 and $14.00 VWAP per share thresholds as of October 6, 2021; and was recorded to additional paid-in capital on October 6, 2021 as such shares were issued and outstanding and thus the obligation was considered settled; and (ii) $24.8 million related to the estimated fair value of the remaining 2,192,687 Rover Earnout Shares issuable upon the occurrence of the Triggering Event III associated with the $16.00 VWAP per share threshold based on a Monte Carlo simulation valuation model as of October 6, 2021. On October 6, 2021, the fair value of the remaining unvested Rover Earnout Shares was reclassified to equity because the Rover Earnout Shares became an instrument contingently issuable upon the occurrence of a triggering event into a fixed number of Class A common shares that is not based on an observable market price or index other than the Company’s own common stock price. The change in fair value of the earnout liability resulted in a loss of $46.0 million recognized in the consolidated statement of operations for the year ended December 31, 2021. The estimated fair value of the Earnout Shares was determined using a Monte Carlo simulation valuation model using the following assumptions at each valuation date: October 6, 2021 September 29, 2021 July 30, Stock price $ 12.33 $ 13.59 $ 10.99 Risk-free interest rate 1.29 % 1.29 % 1.00 % Expected term (in years) 6.82 6.8 7.0 Expected volatility 56.20 % 56.50 % 57.20 % Dividend yield — % — % — % Current stock price : The stock price was based on the closing price as of the valuation date. Risk-free interest rate : The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected seven-year term of the earnout period. Expected term : The expected term is the seven-year term of the earnout period. Expected volatility : The volatility rate was determined using an average of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected seven-year term of the awards. Expected dividend yield : The expected dividend yield is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future Valuation of Private Warrant Derivative Liability The Private Warrants were initially recorded as a liability on the Closing Date, at a fair value of $7.7 million and were remeasured to fair value as of December 31, 2021, resulting in a gain of $1.3 million for the year ended December 31, 2021, classified within change in fair value of derivative warrant liabilities, in the consolidated statements of operations. The estimated fair value of the Private Warrants was determined using a Monte Carlo simulation valuation model using the following assumptions at each valuation date: July 30, Stock price $ 10.99 Risk-free interest rate 0.69 % Expected term (in years) 5.0 Expected volatility 31.50 % Dividend yield — % Current stock price : The stock price was based on the closing price as of the valuation date. Risk-free interest rate : The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected with the term of the warrant expiration. Expected term : The expected term represents the period that the warrants are expected to be outstanding and is determined based on maturity of the warrants. Expected volatility : The volatility rate was determined using the implied volatility of the Public Warrants to estimate the volatility for the Private Warrants. Expected dividend yield : The expected dividend yield is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future. As of September 30, 2021, the Private Warrants were classified as Level 3 financial instruments within the fair value hierarchy. During December 2021, the Company announced the redemption of its outstanding Public and Private Warrants, and completed the redemption in January 2022, as further discussed in Note 14—Stock Warrants . As a result of the redemption offer under which the Private Warrants would be redeemed on terms substantially similar to those of the Public Warrants, there was a change in valuation technique and the estimated fair value of the Private Warrants was determined using the closing stock price of $2.47 of the Public Warrants on December 31, 2021. As a result, as of December 31, 2021, the Private Warrants were reclassified to Level 2 financial instruments within the fair value hierarchy. The Company classifies financial instruments as Level 2 within the fair value hierarchy are valued on the basis of prices from an orderly transaction between market participants provided by reputable dealers or pricing services. Prices of these securities are obtained through independent, third-party pricing services and include market quotations that may include both observable and unobservable inputs. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices and market transactions in comparable investments and various relationships between investments. In determining the value of a these Private Warrants, we may use certain information with respect to market transactions in substantially similar securities. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 8. Balance Sheet Components Property and Equipment, net The following table presents the detail of property and equipment, net as follows (in thousands): December 31, 2021 2020 Computers $ 1,306 $ 1,346 Furniture and fixtures 3,740 3,906 Leasehold improvements 13,663 13,660 Internal-use software 21,635 20,850 Total property and equipment 40,344 39,762 Less: Accumulated depreciation and amortization (19,470) (14,839) Total property and equipment, net $ 20,874 $ 24,923 Depreciation and amortization of property and equipment was $3.8 million, $3.7 million and $0.6 million for the years ended December 31, 2021, 2020, and 2019, respectively, and was recorded to depreciation and amortization in the consolidated statements of operations. The Company capitalized $6.3 million and $7.0 million of software development costs during the years ended December 31, 2021 and 2020, respectively. Internal-use software amortization was $7.4 million, $9.8 million, and $5.2 million for the years ended December 31, 2021, 2020, and 2019, respectively, and was recorded to cost of revenue (exclusive of depreciation and amortization shown separately) in the consolidated statements of operations. In April 2020, the Company accelerated the amortization of $2.6 million in internal-use software related to the Rover Now service, which was discontinued and is recorded in cost of revenue (exclusive of depreciation and amortization shown separately) in the consolidated statements of operations. In December 2021, the Company accelerated the amortization of $0.3 million in internal-use software related to the grooming service, which was discontinued and is recorded in cost of revenue (exclusive of depreciation and amortization shown separately) in the consolidated statements of operations. Accrued Expenses and Other Current Liabilities The following table presents the detail of accrued expenses and other current liabilities as follows (in thousands): December 31, 2021 2020 Accrued merchant fees $ 11 $ 172 Income and other tax liabilities 1,074 185 Accrued legal expenses and open claims 488 382 Lease incentive, current — 491 Accrued interest — 259 Accrued professional services 918 872 Other current liabilities 530 386 Total accrued expenses and other current liabilities $ 3,021 $ 2,747 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill During the year ended December 31, 2019, a measurement period adjustment was made to reduce goodwill from the DogBuddy acquisition by $1.7 million. There was no impact to the consolidated statements of operation for this adjustment (see Note 4—Business Combinations ). There was no change in the carrying amount of goodwill during the years ended December 31, 2021 and 2020. Intangible Assets The gross book value and accumulated amortization of intangible assets were as follows (in thousands): December 31, 2021 Gross Book Value Accumulated Amortization Net Book Value Pet parent relationships $ 16,290 $ (11,869) $ 4,421 Tradenames 950 (902) 48 Total $ 17,240 $ (12,771) $ 4,469 December 31, 2020 Gross Book Value Accumulated Amortization Net Book Value Pet parent relationships $ 16,290 $ (9,117) $ 7,173 Pet service provider relationships 2,000 (1,444) 556 Tradenames 950 (712) 238 Total $ 19,240 $ (11,273) $ 7,967 The weighted average amortization period remaining as of December 31, 2021 for each class of intangible assets were as follows (in years): Pet parent relationships 4.3 Tradenames 0.3 Amortization expense related to acquired intangible assets for the years ended December 31, 2021, 2020, and 2019 was $3.5 million, $5.2 million, and $7.7 million, respectively. The Company did not recognize any intangible asset impairment losses for any of the periods presented. Based on amounts recorded at December 31, 2021 the Company estimates intangible asset amortization expense in each of the years ending December 31 as follows (in thousands): 2022 $ 1,347 2023 815 2024 814 2025 814 2026 679 Thereafter — Total $ 4,469 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt In March 2020, the Company borrowed $11.4 million and $15.0 million under the variable rate revolving line of credit and variable rate growth capital advance components, respectively, of the credit facility, and $30.0 million under the subordinated credit facility. In April 2020, the Company was approved for and received a $8.1 million loan from the Small Business Administration’s Paycheck Protection Program (“PPP”). In August 2020, the Company repaid the outstanding balance of the revolving line of credit and the growth capital advance. Upon closing of the Merger, the Company repaid in full the subordinated credit facility of $30.0 million and the PPP loan of $8.1 million. Additionally, in accordance with the subordinated credit facility, the Company made a final termination payment of $0.9 million and accelerated $0.4 million of unamortized debt issuance costs at the termination of the subordinated credit facility. As of December 31, 2021, the Company had no debt outstanding and terminated its revolving line of credit. Revolving Line of Credit The Company renegotiated the credit facility during August 2020 to extend the maturity of the revolving line of credit to May 2022. Subject to the terms and conditions of the credit facility, the lender agreed to make revolving loans to the Company in an amount not to exceed $15.0 million during the term of the agreement. Interest accrues at the greater of (1) 4.50% and (2) the Prime Rate plus a margin of 0.50% per year (3.75% at December 31, 2021), unless certain milestones are achieved then interest accrues at the greater of (1) 4.00% and (2) the Prime Rate. Interest was payable monthly. The Company was required to pay an unused credit facility fee to the lender each quarter in an amount equal to 0.30% per year times the average unused portion of the revolving line. The Company borrowed and repaid $11.4 million on the revolving loan during the year ended December 31, 2020 and issued a $3.5 million letter of credit for the security deposit on its Seattle headquarters office space, which reduced the amount available under the revolving line of credit. At December 31, 2021, the Company had repaid in full all amounts owed under the facility, terminated all commitments and obligations under the revolving line of credit, was released from all security interests, mortgages, liens and encumbrances under the credit facility, and retained an unsecured $3.5 million letter of credit for the security deposit on its Seattle headquarters and Spokane office space. Growth Capital Advance The Company renegotiated the credit facility during August 2020 to amend the growth capital advance component, including extending the maturity to June 2024. Subject to the terms and conditions of the credit facility, the lender agreed to make advances to the Company in three tranches not to exceed $5.0 million under each tranche, up to the total amount of $15.0 million during the draw period, which was available until June 30, 2021. During 2020, the Company drew on the $15.0 million growth capital advance and repaid the outstanding balance. Our obligation under the credit facility was secured by substantially all of our assets. The credit facility contained customary conditions to borrowing, events of default and covenants restricting our activities, including limitations on our ability to sell assets, engage in mergers and acquisitions, enter into transactions involving related parties, incur indebtedness or grant liens or negative pledges on our assets, make loans or make other investments. The credit facility also contained minimum liquidity and minimum net revenue financial covenants that were applicable if our overall liquidity did not exceed $65.0 million at the end of a reporting period. We were in compliance with all of our covenants under the credit facility as of December 31, 2020. At December 31, 2021, no amounts were outstanding, the Company can no longer borrow under the growth capital advance component of the credit facility, and the Company terminated all commitments and obligations under the credit facility. For the year ended December 31, 2020, the Company recognized a loss of $353,000 related to the early repayment of the growth capital advance, which is recorded in other income (expense), net in the consolidated statements of operations and included in amortization of debt issuance costs in the consolidated statements of cash flows. Subordinated Credit Facility The subordinated credit facility was a term loan advance. Subject to the terms and conditions of the subordinated credit facility, the lender agreed to make advances to the Company to the amount of $30.0 million during the draw period, which was available until June 30, 2020. After principal repayments, no term loan advance may be reborrowed. The term loan advance was interest only on a monthly basis. Outstanding principal and accrued interest were due at the maturity date. Interest accrued at the Prime Rate plus a margin of 4.25% per year. In connection with securing the term loan advance, the Company incurred $269,000 in costs related to originating the debt which were initially capitalized as debt issuance costs. Once the term loan advance of $30.0 million was drawn down in March 2020, the costs were recorded as a debt discount and amortized to interest expense over the term of the term loan advance. Upon closing of the Merger, the Company repaid the full $30.0 million term loan advance and accrued interest of $0.2 million and terminated all commitments and obligations under the subordinated credit facility. As of December 31, 2021, the Company no longer has the ability to make any future draws. The Company had collateralized the credit facility and the subordinated credit facility with substantially all of its tangible and intangible assets. The credit facility included several affirmative and negative covenants, as well as financial covenants. Financial covenants included minimum liquidity and minimum net revenue amounts and were applicable if the Company’s overall liquidity, as renegotiated in March 2021, was less than or equal to $65.0 million at the end of a reporting period. If the Company defaulted under the terms of the credit facility, it would not be permitted to draw additional funds on the revolving line of credit and the lenders could accelerate the Company’s obligation to pay all outstanding amounts. The Company was in compliance with all of its financial covenants as of the date of its full repayment of the term loan advance upon the Closing of the Merger. In conjunction with the credit facility and the subordinated credit facility, the Company issued warrants to the lenders to purchase the Company’s common stock. See Note 14—Stock Warrants for further information. Small Business Administration’s Paycheck Protection Program In April 2020, the Company entered into the Paycheck Protection Program (the “PPP”) Promissory Note and Agreement, pursuant to which it incurred $8.1 million aggregate principal amount of term borrowings (the “PPP Loan”). The PPP Loan was made under, and was subject to the terms and conditions of, the PPP which was established under the Coronavirus Aid, Relief, and Economic Security Act and was administered by the U.S. Small Business Administration. The term of the PPP Loan was two years with a maturity date of April 2022 and accrued interest at a rate of 1.00% per year. Interest was payable monthly. Payments of principal and interest on the PPP Loan were deferred until August 2021. The PPP Loan was eligible for forgiveness if the proceeds were used for qualified purposes within a specified period. Upon the Closing of the Merger, the Company repaid the PPP Loan of $8.1 million and accrued interest of $0.1 million, and terminated all commitments and obligations under the PPP Loan. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company leases certain office space in Seattle and Spokane, Washington and Barcelona, Spain with the lease terms ranging from 21 to 137 months. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional 1 to 7 years. These renewal options have not been considered in the determination of the ROU assets and lease liabilities associated with these leases as the Company has determined it is not reasonably certain it will exercise such options. In September 2018, the Company entered into a non-cancellable sublease agreement for a portion of one of its leased facilities that commenced on November 1, 2018. In February 2020, the Company amended the sublease to extend the term for an additional two years. Under the term of the amended sublease agreement, the Company will receive an additional $1.4 million in base lease payments plus reimbursement of certain operating expenses over the term of the sublease, which ends in October 2022. In April 2021, the Company entered into a non-cancellable sublease agreement for a portion of one of its leased facilities that commenced on September 1, 2021. Under the terms of the sublease agreement, the Company will receive $1.7 million in base lease payments plus reimbursement of certain operating expenses over the term of the sublease, which ends in August 2024. The subtenant has the option to renew the sublease for one The components of lease cost were as follows (in thousands): Year Ended Operating lease cost $ 4,078 Short-term lease cost 138 Sublease income (953) Total lease cost $ 3,263 Other information related to leases was as follows (in thousands): Year Ended Cash paid for operating lease liabilities $ 4,313 Lease term and discount rate were as follows: December 31, 2021 Weighted-average discount rate 7.14 % Weighted-average remaining lease term (years) 7.65 Maturities of lease liabilities were as follows as of December 31, 2021 (in thousands): Year Ending December 31 Amounts 2022 $ 4,305 2023 4,693 2024 4,563 2025 4,693 2026 4,429 Thereafter 13,781 Total lease payments 36,464 Less: imputed interest (8,833) Present value of lease liabilities 27,631 Less: current portion of lease liabilities (2,433) Total lease liabilities, noncurrent $ 25,198 Under ASC Topic 840, Leases , contractual commitments related to operating leases were as follows as of December 31, 2020 (in thousands): Year Ending December 31 Amounts 2021 $ 4,356 2022 4,303 2023 4,433 2024 4,563 2025 4,693 Thereafter 18,209 Total $ 40,557 Net rent expense was $3.6 million and $4.0 million for the years ended December 31, 2020 and 2019, respectively. Net rent expense includes sublease income of $0.7 million and $0.7 million for the years ended December 31, 2020 and 2019, respectively. Guarantees and Indemnification In the ordinary course of business to facilitate sales of its services, the Company has entered into agreements with, among others, suppliers, and partners that include guarantees or indemnity provisions. The Company also enters into indemnification agreements with its officers and directors, and the Company’s certificate of incorporation and bylaws include similar indemnification obligations to its officers and directors. To date, there have been no claims under any indemnification provisions, therefore there is no accrual of such amounts for any of the periods presented. The Company is unable to determine the maximum potential impact of these indemnifications on the consolidated financial statements and maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. Litigation and Other From time to time, the Company is or may become party to litigation and subject to claims incurred in the ordinary course of business, including personal injury and indemnification claims, intellectual property claims, labor and employment claims, threatened claims, breach of contract claims, and other matters, class action lawsuits, and actions brought by government authorities, alleging violations of employment classification laws, labor and other laws that would apply to employees, consumer protection laws, data protection laws, or other laws. In addition, in the ordinary course of business, the Company’s Trust & Safety team receives claims pursuant to the Rover Guarantee program, as well as claims and threats of legal action that arise from pet sitting services booked through the Company’s website and/or applications. Various parties have from time to time claimed and may claim in the future, that the Company is liable for damages related to accidents or other incidents involving pets, pet parents, pet service providers, and third parties. The Company is involved in a number of legal proceedings concerning matters arising in connection with the conduct of its business activities, some of which are at preliminary stages and some of which seek an indeterminate amount of damages. The Company regularly evaluates the status of legal proceedings in which it is involved to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have been incurred to determine if accruals are appropriate. The Company accrues a liability when management believes information available prior to the issuance of the consolidated financial statements indicates it is probable a loss has been incurred as of the date of the consolidated financial statements and the amount of loss can be reasonably estimated. For the cases described below, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in preliminary stages; (ii) specific damage amounts have not been sought; (iii) damages sought are, in our view, unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; or (v) there are significant factual issues to be resolved. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although the results of litigation and claims are inherently unpredictable, management concluded, based on currently available information, that there was not a reasonable possibility that it had incurred a material and estimable loss during the periods presented related to such loss contingencies. Therefore, the Company has not recorded a reserve for any contingencies, including the legal proceedings discussed below. On August 22, 2018, a pet service provider filed a representative action under California’s Private Attorney General Act (“PAGA”) in California Superior Court, captioned Erika Miller v. A Place for Rover, Inc. , alleging that the Company misclassified pet care providers in California as independent contractors in violation of the California Labor Code and alleging various wage and hour claims under the California Labor Code. The plaintiff is seeking injunctive relief, civil penalties, attorney’s fees, and other forms of relief. The Company removed the case to the U.S. District Court for the Northern District of California. Another pet service provider was substituted as the plaintiff in the case, captioned Melanie Sportsman v. A Place for Rover, Inc. On May 6, 2021, the court granted the Company’s motion for summary judgment and entered judgment in the Company’s favor, closing the case. On May 28, 2021, the plaintiff filed a notice of appeal of the court’s dismissal with the U.S. Court of Appeals for the Ninth Circuit (the “Ninth Circuit”). The plaintiff has filed her appellate brief with the Ninth Circuit and the Company’s brief was filed in March 2022. The Company has denied the allegations of wrongdoing and intends to continue to vigorously defend against the claims in this lawsuit on appeal. The Company does not currently believe that a material loss related to this lawsuit is probable. On October 26, 2021, a pet service provider filed a putative class action complaint in the Superior Court of California, Los Angeles County, captioned Claire Rainey v. A Place for Rover, Inc. , alleging that the Company misclassified pet care providers in California as independent contractors in violation of the California Labor Code, and alleged various wage and hour claims under the California Labor Code and unfair competition claims under the Business and Professions Code. The plaintiff is seeking injunctive relief, compensatory damages, civil penalties, attorney’s fees, and other forms of relief. On January 19, 2022, the Company removed the class action to the U.S. District Court for the Central District of California, where it is now pending. On January 21, 2022, the same plaintiff filed, but has not served, a representative action under PAGA in the Superior Court of California, Los Angeles County, captioned Claire Rainey v. A Place for Rover, Inc. , alleging that the Company misclassified pet care providers in California as independent contractors in violation of the California Labor Code and alleging various wage and hour claims under the California Labor Code. The plaintiff is seeking civil penalties under PAGA, attorney’s fees, and other forms of relief. On March 18, 2022, the Company removed the PAGA lawsuit to the U.S. District Court for the Central District of California, where it is now pending. The Company has denied or intends to deny the allegations of wrongdoing and intends to vigorously defend against the claims in these lawsuits. The Company does not currently believe that a material loss related to these lawsuits is probable. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters cannot be predicted with certainty. While litigation is inherently unpredictable, the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the consolidated financial statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying consolidated balance sheets. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. In addition, the Company may also find itself at greater risk to outside party claims or regulatory actions as it increases and continues its operations in jurisdictions where the laws with respect to the potential liability of online marketplaces or the employment classification of service providers who use online marketplaces are uncertain, unfavorable or unclear. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company has established a 401(k) tax-deferred savings plan covering all employees who satisfy certain eligibility requirements. The 401(k) plan allows each participant to defer a percentage of their eligible compensation subject to applicable annual limits pursuant to the limits established by the Internal Revenue Service (“IRS”). The Company may, at its discretion, make contributions in the form of matching contributions, subject to limitations imposed by the IRS. The Company made matching contributions of $0.5 million during the year ended December 31, 2021. As of December 31, 2020, the Company had not made any matching contributions. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) Common Stock On August 2, 2021, the Company’s Class A common stock and Public Warrants began trading on the Nasdaq Global Market under the ticker symbols “ROVR” and “ROVRW,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 990,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021, the Company had 177.3 million shares of Class A common stock issued and outstanding. Prior to the Merger, Legacy Rover had outstanding shares of Series A, Series B, Series C, Series D, Series D-1, Series E, Series F, and Series G redeemable convertible preferred stock. Upon the Closing, each share of Legacy Rover redeemable convertible preferred stock was converted to one share of Legacy Rover common stock. Holders of the outstanding Legacy Rover common stock received shares of the Company’s Class A common stock in an amount determined by application of the Exchange Ratio, as discussed in Note 3—Reverse Recapitalization . The Company had reserved shares of Class A common stock for issuance, on an as-converted basis, as follows (in thousands): December 31, 2021 2020 Conversion of redeemable convertible preferred stock — 90,814 Common stock warrants outstanding — 1,118 Private Warrants 2,574 — Public Warrants 5,500 — Rover Earnout Shares 2,193 — Sponsor Earnout Shares 492 — Stock options issued and outstanding 18,058 24,700 Shares available for future equity grants 14,083 5,199 Total 42,900 121,831 Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock having a par value of $0.0001 per share. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of December 31, 2021, no shares of preferred stock were issued and outstanding. The Company had outstanding redeemable convertible preferred stock as of December 31, 2020 as follows (in thousands, except per share amounts): Shares Authorized Shares Issued and Outstanding Issuance Price Per Net Carrying Value Liquidation Preference Series A 8,710 9,040 $ 0.4478 $ 3,325 $ 4,048 Series B 14,104 14,639 0.6528 9,397 9,556 Series C 12,431 12,903 1.1238 14,596 14,500 Series D 7,677 7,968 2.0080 14,036 16,000 Series D-1 3,359 3,486 2.0078 6,981 7,000 Series E 11,021 11,439 3.4969 39,906 40,000 Series F 11,772 12,218 5.3199 64,833 65,000 Series G 18,537 19,121 $ 7.2536 137,353 138,698 Total 87,611 90,814 $ 290,427 $ 294,802 As of December 31, 2021 all redeemable convertible preferred stock had been converted to Class A common stock of the Company. Dividend Class A common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company’s board of directors and will depend on, among other things, the Company’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company’s board of directors may deem relevant. |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stock Warrants | Stock Warrants Public and Private Warrants Prior to the Merger, Caravel issued 5,166,667 Private Warrants and 5,500,000 Public Warrants in connection with its initial public offering. Upon the Closing of the Merger, 2,592,503 Private Warrants were forfeited. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The Warrants became exercisable on December 11, 2021 and expire on July 30, 2026, at 5:00 p.m. New York City time, or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants, in whole and not in part, upon a minimum of 30 days’ prior written notice of redemption (“Redemption Period”). The Company may redeem the outstanding Public Warrants for cash at a price of $0.01 per warrant if the Redemption Trigger Price equals or exceeds $18.00 per share and if there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period. The warrant holders have the right to exercise their outstanding Public Warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the Warrant Agreement, dated December 8, 2020 (as amended on December 10, 2021, the “Warrant Agreement”). For purposes of the redemption, “Redemption Trigger Price” shall mean the last reported sales price of the Company’s Class A common stock for any twenty thirty The Private Warrants are identical to the Public Warrants except that the Private Warrants are not transferable, assignable or salable until 30 days after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable in accordance with the preceding paragraph so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees then such warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the Public Warrants in accordance with the preceding paragraph. The Company is also entitled to redeem all of the outstanding Public Warrants at a redemption price of $0.10 per warrant if the last reported sales price of the Class A common stock equals or exceeds $10.00 per share on the trading day prior to the date on which a notice of redemption (the “Redemption Notice”) is sent to the registered holders of the Public Warrants. In addition, if the last reported sales price of the Class A common stock for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which a Redemption Notice is sent to the registered holders of the Public Warrants is less than $18.00 per share, the Private Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants. On September 14, 2021, the Company filed a Registration Statement on Form S-1, which became effective on September 23, 2021. This Registration Statement relates to, among other things, the registration of the offer and sale of the Private Warrants and the issuance of an aggregate of up to 8,074,164 shares of Class A common stock underlying the Public Warrants and Private Warrants. Upon consummation of the Merger, the Company evaluated the Public Warrants and Private Warrants (collectively, the “Warrants”) and concluded that they do not meet the criteria to be classified within stockholders’ equity (deficit). On the consummation of the Merger, the Company recorded a liability related to the Warrants of $22.0 million, with an offsetting entry to additional paid-in capital. See Note 7—Fair Value for further information. The Company recognized a gain of $2.1 million for t he year ended December 31, 2021, classified within change in fair value of derivative warrant liabilities in the consolidated statements of operations. On December 13, 2021, the Company announced that, pursuant to the terms of the Warrant Agreement, it would redeem all of the outstanding Public Warrants and Private Warrants based on the terms in the Warrant Agreement. On January 12, 2022 (the “Redemption Date”), any Warrants that remained unexercised became void and no longer exercisable, and the holders of those Warrants were entitled to receive only the redemption price of $0.10 per Warrant (the “Redemption Price”). See Note 19—Subsequent Events . As of December 31, 2021, there were 8,074,144 Warrants outstanding, and 1,362,540 Public Warrants had been submitted for exercise in connection with the Company’s redemption of all outstanding Public and Private Warrants. Other Common Stock Warrants Legacy Rover also issued common stock warrants to various service providers, lenders, and investors, at various points in time, which were subsequently converted to common stock warrants of the Company. Upon consummation of the Merger, each Legacy Rover warrant that was outstanding was assumed by Caravel and converted into a common stock warrant exercisable for Class A common stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Legacy Rover capital stock subject to the Legacy Rover warrant immediately prior to the Merger multiplied by (2) the Exchange Ratio. Such warrants have a per share exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per share of Legacy Rover capital stock subject to the Legacy Rover warrant immediately prior to the Merger by (2) the Exchange Ratio, and, except as specifically provided in the Merger Agreement, each warrant continues to be governed by the same terms and conditions (including vesting and exercise terms) as were applicable to the corresponding former Legacy Rover warrant immediately prior to the Merger. Upon the Closing of the Merger, warrants to purchase 631,000 shares of common stock were net exercised resulting in the issuance of 448,000 shares of Class A common stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2011 Equity Incentive Plan Legacy Rover’s 2011 Equity Incentive Plan (the “2011 Plan’’) allowed Legacy Rover to grant incentive and non-qualified stock options, restricted stock and other stock-based awards to employees, non-employees, and directors of Legacy Rover. In connection with the Closing of the Merger, the 2011 Plan was terminated, the remaining unallocated share reserve under the 2011 Plan was canceled and no new awards will be granted under the 2011 Plan. Options exercisable for 20.4 million shares of Class A common stock outstanding under the 2011 Plan at Closing were assumed by the Company under the 2021 Plan (defined below). 2021 Equity Incentive Plan In connection with the Closing of the Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) under which 17.2 million shares of Class A common stock were initially reserved for issuance, plus up to 20.4 million shares subject to stock options that were assumed in the Merger and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest. The 2021 Plan permits the grant of incentive and non-qualified stock options, restricted stock, restricted stock units and other stock-based awards to employees, directors, and consultants of the Company. As of December 31, 2021, the Company had 14.1 million shares of Class A common stock reserved for future issuance under the 2021 Plan, which includes shares subject to stock options that were assumed in the Merger that expired or otherwise terminated without having been exercised in full or were forfeited due to failure to vest. Upon the Closing, each option to purchase shares of Legacy Rover common stock that was outstanding, whether vested or unvested, was automatically converted into an option to purchase shares of the Company’s Class A common stock with the same terms except for the number of shares exercisable and the exercise price, using the exchange ratio of 1.2006 (“Option Exchange Ratio”). For periods prior to the Merger, the number of options and per share amounts have been retroactively converted by applying the Option Exchange Ratio. Equity Awards Available for Grant A summary of equity awards available for grant is as follows (in thousands): Equity Available Balances as of December 31, 2019 3,410 Retroactive application of reverse recapitalization 684 Balance as of December 31, 2019, as converted 4,094 Options authorized 1,801 Options granted(1) (11,258) Options canceled and forfeited(1) 10,562 Balances as of December 31, 2020 5,199 Equity awards authorized 17,200 Equity awards granted (3,348) Equity awards canceled in connection with termination of 2011 Plan (7,005) Equity awards canceled and forfeited 2,037 Balances as of December 31, 2021 14,083 ________________ (1) Includes options that were canceled and re-granted as part of the option repricing modification, as further discussed below. Stock Options A summary of stock option activity is as follows (in thousands, except per share amounts and years): Number of Weighted- Weighted- Aggregate Balances as of December 31, 2019 20,749 $ 1.98 7.1 $ 34,776 Retroactive application of reverse recapitalization 4,162 Balance as of December 31, 2019, as converted 24,911 1.65 7.1 $ 34,776 Options granted (1) 11,258 2.08 Options exercised (907) 0.85 Options canceled and forfeited (1) (10,562) 2.67 Balances as of December 31, 2020 24,700 $ 1.45 6.4 $ 83,570 Options exercised (4,634) 0.93 Options canceled and forfeited (2,008) 1.17 Balances as of December 31, 2021 18,058 $ 1.60 6.1 $ 147,219 Options vested and exercisable – December 31, 2021 14,342 $ 1.48 5.6 $ 118,563 ________________ (1) Includes options that were canceled and re-granted as part of the option repricing modification, as further discussed below. The weighted-average grant-date fair value of options granted during the years ended December 31, 2020 and 2019 was $0.59 and $1.51, respectively. There were no options granted during the year ended December 31, 2021. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2021, 2020, and 2019 was $40.9 million, $2.4 million and $2.1 million, respectively. The fair value of options vested during the years ended December 31, 2021, 2020, and 2019 was $3.9 million, $5.0 million and $4.1 million, respectively. The following table presents the range of assumptions used to estimate the fair value of options granted during the periods presented: Year Ended December 31, 2020 2019 Risk-free interest rate 0.24% - 1.43% 1.38% - 2.60% Expected term (years) 3.99 - 6.80 4.51 - 6.75 Volatility 49.0% - 54.8% 44.5% - 46.3% Dividend yield — % — % Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury yield in effect at the time the options are granted for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the option. Expected Term —The expected term is based upon the Company’s consideration of the historical life of options, the vesting period of the option granted, and the contractual period of the option granted. The Company has a limited history of granting options, accordingly, the expected life was calculated using the simplified method. Volatility —The expected volatility for the Company’s stock options was determined by using an average of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected term of the awards. Dividend Yield —The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Restricted Stock Units RSUs are measured at the fair market value of the underlying stock at the grant date and the expense is recognized over the requisite service period. The service-based vesting condition for these awards is generally satisfied over four years. A summary of restricted stock unit activity is as follows (in thousands, except per share amounts): Number of Weighted- Aggregate Unvested January 1, 2021 — $ — Granted 3,348 12.05 Vested (456) 12.25 Forfeited (29) 12.15 Unvested December 31, 2021 2,863 12.02 $ 27,919 The total fair value of RSUs vested during the year ended December 31, 2021 was $5.6 million. Stock-Based Compensation The following table summarizes stock-based compensation expense recorded in each component of costs and expenses in the Company’s consolidated statements of operations for the presented periods (in thousands): Year Ended December 31, 2021 2020 2019 Operations and support $ 545 $ 299 $ 277 Marketing 725 397 301 Product development 3,821 1,873 1,486 General and administrative 5,970 2,972 2,003 Total stock-based compensation expense $ 11,061 $ 5,541 $ 4,067 No income tax benefit related to stock-based compensation was recorded during the years ended December 31, 2021, 2020, and 2019 as the Company maintained a full valuation allowance against its net deferred tax assets within the United States. As of December 31, 2021, total unrecognized compensation cost related to unvested stock options was $4.2 million, which was expected to be recognized over a weighted average remaining service period of 1.7 years. Stock Option Modification During the year ended December 31, 2020, the Company experienced significant disruption to its business as a result of the rapid development of COVID-19 and the corresponding reduction in the demand for its marketplace services. In response to the impact of COVID-19, the Company implemented a restructuring plan in April 2020 whereby approximately 50% of employees were terminated or placed on standby. In connection with this restructuring, the Company amended the terms of stock options previously awarded to impacted employees. For employees who were terminated as part of the restructuring, the Company allowed pro-rata vesting of pre-cliff awards up to the termination date that would have otherwise been forfeited upon termination and extended the exercise period of vested stock options from 90 days to three years from the termination date. For employees who remained employed after the restructuring, the stock options were modified based on the fair value of the Company’s common stock as determined by the board of directors. In April 2020, the Company modified options to exercise 3,102,000 shares held by terminated employees. The Company reversed the previously recognized expense for pre-cliff awards, recorded the incremental expense based on the modification-date fair value of awards that became vested under the pro-rata acceleration, and recorded any excess between the fair value of the vested awards immediately prior to and after the modification. The Company immediately recognized net incremental expense of $0.3 million related to these options. In July 2020, the Company modified options to exercise 6,800,000 shares held by then-current employees. The Company repriced options held by current employees with an exercise price greater than $1.99 per share. As part of the repricing, the original options were canceled and new options were granted with an exercise of $1.99 per share and a remaining contractual term of ten years. The new options were subject to the same service-based vesting schedule as the original options. The repricing was recorded as a stock option modification whereby the incremental fair value of each option was determined at the date of the modification and $0.4 million was immediately recognized related to vested options. During the years ended December 31, 2021 and 2020, the Company recognized total stock-based compensation expense of $0.4 million and $0.6 million, respectively, related to these repriced options. As of December 31, 2021, there was remaining incremental fair value of $0.3 million which will be recognized over the remaining requisite service period. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table presents the components of loss before income taxes (in thousands): Year Ended December 31, 2021 2020 2019 U.S. $ (64,394) $ (56,758) $ (48,650) Foreign 119 (821) (3,532) Total $ (64,275) $ (57,579) $ (52,182) The following table presents the components of the (provision for) benefit from income taxes (in thousands): Year Ended December 31, 2021 2020 2019 Current tax expense: U.S. Federal $ — $ — $ — State (49) (5) (29) Foreign 3 (204) (91) Total current (46) (209) (120) Deferred tax expense: U.S. Federal — — — State — — — Foreign 272 303 588 Total deferred tax benefit 272 303 588 Total income tax benefit $ 226 $ 94 $ 468 The following table presents a reconciliation of the statutory federal rate to the Company’s effective tax rate: Year Ended December 31, 2021 2020 2019 Federal income taxes at statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 4.5 1.6 1.7 Tax credits 0.1 0.2 1.6 Equity compensation 8.4 (0.9) (1.0) Nondeductible revaluation (14.4) — — Change in valuation allowance (20.8) (20.9) (20.6) Transaction costs 1.2 — — Other, net 0.4 (0.8) (1.8) Effective income tax rate 0.4 % 0.2 % 0.9 % The following table presents the significant components of the Company’s deferred tax assets and liabilities (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward $ 66,151 $ 55,649 Tax credit carryforward 2,364 2,298 Reserves and accruals 1,166 909 Stock based compensation 1,551 1,011 Property, plant and equipment — 214 Lease liability 6,535 — Intangibles 651 — Other 2,311 898 Total deferred tax assets 80,729 60,979 Less: Deferred tax assets valuation allowance (71,565) (57,225) Total deferred tax assets, net of valuation allowance 9,164 3,754 Deferred tax liabilities: Capitalized internal-use software costs (2,356) (2,477) Intangibles — (42) Property, plant and equipment (340) — Right-of-use assets (4,991) — Total deferred tax liabilities (7,687) (2,519) Net deferred tax assets $ 1,477 $ 1,235 The following table presents a roll forward of the valuation allowance (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of period $ 57,225 $ 45,180 $ 34,435 Increase in valuation allowance 14,340 12,045 10,745 Balance at end of period $ 71,565 $ 57,225 $ 45,180 As of December 31, 2021, the Company had federal net operating loss carryforwards of $271.3 million, state net operating loss carryforwards of $132.6 million and foreign net operating loss carryforwards of $5.9 million which may be available to reduce future taxable income. The gross federal net operating loss (“NOL”) carryforwards generated during and after 2018 totaling $170.7 million are carried forward indefinitely, while all others, if not utilized, will expire beginning in 2031. The gross state NOL carryforwards will expire beginning in 2025. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. The Company has recorded a full valuation allowance against its net U.S. deferred tax assets as of December 31, 2021 and 2020 because, based on the weight of available evidence, it is more-likely-than-not (a likelihood of more than 50%) that some or all of the deferred tax assets will not be realized. The Company is open to examination by the U.S. federal tax jurisdiction for the years ended December 31, 2018 through 2021. The Company is also open to examination for 2011 and forward with respect to U.S. federal NOL carryforwards generated and carried forward from those years. There are currently no federal or state income tax audits in process. The NOLs are subject to review and possible adjustment by the IRS and state tax authorities. NOL carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not yet conducted a study to determine if any such changes have occurred that could limit the Company’s ability to use the NOLs and tax credit carryforwards. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Beginning of period $ 574 $ 550 $ 383 Current year tax position increases 17 24 167 End of period $ 591 $ 574 $ 550 The gross unrecognized tax benefits as of December 31, 2021, 2020, and 2019, if recognized, would not affect the effective tax rate as these unrecognized tax benefits would increase deferred tax assets that would be subject to a full valuation allowance. No material changes in the gross unrecognized tax benefits are expected over the next twelve months. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts): Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (64,049) $ (57,485) $ (51,714) Denominator: Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 89,004 29,896 29,138 Net loss per share attributable to common stockholders, basic and diluted $ (0.72) $ (1.92) $ (1.77) As a result of the Merger, the weighted-average number of shares of Class A common stock used in the calculation of net loss per share have been retroactively converted by applying the Exchange Ratio. The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive (in thousands): Year Ended December 31, 2021 2020 2019 Redeemable convertible preferred stock — 90,814 90,805 Outstanding stock options 18,058 24,700 24,911 Unvested RSUs 2,863 — — Outstanding common stock warrants — 1,118 790 Private Warrants 2,574 — — Public Warrants 4,137 — — Sponsor Earnout Shares 492 — — Total 28,124 116,632 116,506 The 2,192,687 remaining unvested Rover Earnout Shares are excluded from basic and diluted net loss per share as such shares are contingently issuable until the share price of the Company’s common stock exceeds specified thresholds that have not been achieved as of December 31, 2021. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In response to the impact of COVID-19, the Company implemented a restructuring plan in April 2020 whereby approximately 50% of employees were terminated or placed on standby. In connection with this restructuring, the Company incurred total severance-related and legal costs of $3.8 million, as well as modified the terms of stock options previously awarded to impacted employees (see Note 15—Stock-Based Compensation ). As of December 31, 2020, there was no remaining liability for restructuring-related costs. The following table summarizes restructuring charges recorded in each component of costs and expenses in the Company’s consolidated statements of operations (in thousands): Year Ended Operations and support $ 796 Marketing 593 Product development 1,743 General and administrative 631 Total restructuring charges $ 3,763 There were no restructuring charges recorded in costs and expenses in the Company’s consolidated statements of operations for the year ended December 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsIn January 2022 the Company issued 2,046,220 shares of Class A common stock related to the December 2021 and January 2022 cashless exercise of 5,425,349 Public Warrants and 2,574,164 Private Warrants, representing approximately 98.6% of the Public Warrants and 100% of the Private Warrants, respectively. Holders of Warrants received 0.2558 shares of Class A common stock per Warrant in lieu of receiving a redemption price of $0.10 per Warrant. A total of 74,631 Public Warrants remained unexercised after the Redemption Date and broker protect period and the Company redeemed those unexercised Public Warrants. Pursuant to the redemption, the Public Warrants ceased trading on The Nasdaq Global Market effective as of the close of trading on the Redemption Date, and were delisted after market close on the Redemption Date. As of the month ended January 31, 2022, Rover had no Warrants outstanding.The Warrants were classified as liability prior to exercise and redemption and measured at fair value with the change in fair value reported in the statement of operations. Upon the exercise of such Warrants to Class A common stock, the related carrying amount of the warrant liability was reclassified to stockholders’ equity. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation and Basis of PresentationThe consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries, after elimination of all intercompany balances and transactions. |
Basis of Presentation | The Company has prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by the applicable exchange ratio with the exception of the authorized shares and shares reserved for issuance. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheet and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions, include, but are not limited to, the capitalization and estimated useful life of the Company’s internal-use software development costs, the assumptions used in the valuation of common stock prior to the reverse recapitalization, the assumptions used in the valuation of leases, stock-based compensation expense, earnout liabilities and derivative warrant liabilities. These estimates and assumptions are based on information available as of the date of the consolidated financial statements; therefore, actual results could differ from management’s estimates. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The Company calculates basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for participating securities. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends, but did not contractually require the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to these securities. Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is the same as basic net loss per share for each period presented since the effects of potentially dilutive securities are antidilutive given the Company’s net loss. |
Segment Information | Segment Information The Company has one operating segment and one reportable segment. As the Company’s chief operating decision maker, the chief executive officer reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Substantially all long-lived assets are located in the United States and substantially all revenue is attributed to fees from pet parents and pet service providers based in the United States. |
Foreign Currencies | Foreign Currencies The functional currency for the Company’s foreign subsidiaries is either the U.S. dollar or the local currency depending on the assessment of management. An entity’s functional currency is determined by the currency of the economic environment in which the majority of cash is generated and expended by the entity. The financial statements of all majority-owned subsidiaries and related entities with functional currencies other than the U.S. dollar have been translated into U.S. dollars. All assets and liabilities of the respective entities are translated at year-end exchange rates and all revenue and expenses are translated at average rates during the respective period. Translation adjustments are reported as other comprehensive income (loss) in the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency, including U.S. dollars. Gains and losses on those foreign currency transactions are included in determining net loss for the period of exchange and are recorded in other income (expense), net in the consolidated statements of operations. The net effect of foreign currency gains and losses was not material for any of the periods presented. |
Certain Significant Risks and Uncertainties | Certain Significant Risks and Uncertainties The Company is subject to certain risks and challenges associated with other companies at a similar stage of development, including risks associated with: dependence on key personnel; marketing; adaptation to changing market dynamics and customer preferences; and potential competition including from larger companies that may have greater name recognition, longer operating histories, more and better established customer relationships and greater resources than the Company. The Company’s ability to provide a reliable platform largely depends on the efficient and consistent operation of its computer information systems and those of its third-party service providers. Any significant interruptions could harm the Company’s business and reputation and result in a loss of business. Further, there has been evidence that the Company has been the subject of cyber-attacks, and it is possible that it will be subject to similar attacks in the future. These attacks may be primarily aimed at interrupting the Company’s business, exposing it to financial |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with stated maturities of three months or less from the date of purchase to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily include funds collected by payment processors on the Company’s behalf from pet parents. Bad debt expense and the allowance for doubtful accounts were not material for any of the periods presented. |
Investments | Investments The Company classifies its investments in debt securities as available-for-sale. Investment securities are stated at fair value with any unrealized gains or losses included as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Realized gains and losses and declines in the value of securities judged to be other-than-temporary are included in other income (expense), net in the consolidated statements of operations. The Company regularly reviews investments for other-than-temporary impairment using both qualitative and quantitative criteria. When assessing investments for other-than-temporary declines in value, the Company considers factors such as, among other things, the extent and length of time the investment’s fair value has been lower than its cost basis, the financial condition and near-term prospects of the investee, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value, and the expected cash flows from the security. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the consolidated statements of operations and consolidated statements of comprehensive loss. No such adjustments were necessary during the periods presented. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. Dividend and interest income, and any amortization of premiums and accretion of discounts to maturity are included in interest income, net in the consolidated statement of operations. The interest earned on investments is recorded in interest income in the consolidated statements of operations. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash, investments and accounts receivable. The Company maintains cash balances that may exceed the insured limits set by the Federal Deposit Insurance Corporation. The Company reduces credit risk by placing cash balances with major financial institutions that management assesses to be of high-credit quality. |
Comprehensive Loss | Comprehensive LossCertain gains and losses are recognized in comprehensive loss but excluded from net loss. Comprehensive loss includes net loss, unrealized gains and losses on available-for-sale debt securities and foreign currency translation adjustments |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). Hierarchical levels that are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows: Level 1— Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Level 2— Inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Level 3— Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s assessment of the significance of a specific input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the specific asset or liability. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The carrying values of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued expenses and other current liabilities approximate fair value based on the highly liquid, short-term nature of these instruments. The carrying amount of the Company’s outstanding debt approximates the fair value as the debt bears a floating rate that approximates the market interest rate. |
Property and Equipment net | Property and Equipment, netProperty and equipment are stated at cost and are depreciated or amortized using the straight-line method over the estimated useful lives of the assets. Upon retirement or sale, the cost of disposed assets, and the related accumulated depreciation, is removed from the accounts and any resulting gain or loss is reflected in total costs and expenses in the consolidated statements of operations. Expenditures for maintenance and repairs are charged to expense as incurred, whereas additions and improvements that increase the value or extend the life of an asset are capitalized to property and equipment. |
Internal-Use Software | Internal-Use Software Costs incurred to develop the Company’s website and software for internal use are capitalized and amortized over its estimated useful life. Capitalization of costs to develop software begin when preliminary development efforts are successfully completed, management has authorized and committed project funding and it is probable that the project will be completed, and the software will be used as intended. The Company also capitalizes costs related to upgrades and enhancements when it is probable the expenditures will result in significant additional functionality or will extend the useful life of existing functionality. Costs related to the design or maintenance of website development and internal-use software are expensed as incurred. The Company periodically reviews website development and internal-use software costs to determine whether the projects will be completed, placed in service, removed from service or replaced by other internally developed or third-party software. If the asset is not expected to provide any future use, the asset is retired, and any unamortized cost is expensed. |
Business Combinations | Business Combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. The Company allocates the purchase price of a business combination, which is the sum of the consideration provided and may consist of cash, equity or a combination of the two, to the identifiable assets acquired and liabilities assumed of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use judgment and estimates, including the selection of valuation methodologies, cost of capital estimates of future revenue and cash flows, discount rates, and selection of comparable companies, among others. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are contingent consideration or compensation for post-combination services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholder beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-combination services and recognized as expense over the requisite service period. Acquisition-related transaction costs are expensed in the period in which the costs are incurred and included in general and administrative expense in the Company consolidated statements of operations. |
Goodwill | Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized, but is subject to an annual impairment test. Management has determined that the Company has a single reporting unit and performs its annual goodwill impairment test as of October 31, or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. Events or changes in circumstances which could trigger an impairment review include significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, significant underperformance relative to historical or projected future results of operations, a significant adverse change in the business climate, cost factors that have a negative effect on earnings and cash flows, an adverse action or assessment by a regulator, estimated per share fair value of common stock, unanticipated competition or a loss of key personnel. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, then it is required to perform a quantitative assessment for impairment. The quantitative assessment involves comparing the estimated fair value of the reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the book value of the reporting unit exceeds the fair value, an impairment loss is recognized in an amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit. The Company completed a qualitative analysis as of October 31, 2021 and no impairment of goodwill was recognized. The Company experienced significant disruption to its business in 2020 as a result of the rapid development of COVID-19 and the corresponding reduction in the demand for its marketplace services. The Company completed qualitative analyses as of October 31, 2020, September 30, 2020, June 30, 2020, and March 31, 2020. No impairment of goodwill was recognized during any of the periods presented. |
Intangible Assets | Intangible Assets Intangible assets are amortized over the estimated useful life of the assets. Amortization of intangible assets associated with or used in the services provided by the Company from which it generates revenue are classified within cost of revenue (exclusive of depreciation and amortization shown separately) in the Company’s statements of operations. Amortization of intangible assets not associated with or used in the services provided by the Company from which it generates revenue are classified within depreciation and amortization expense within the Company’s statements of operations. For the periods presented, amortization of the Company’s capitalized internal-use software costs related to its online platform has been included within costs of revenues. For the periods presented, amortization expense related to other intangible assets have been classified within depreciation and amortization within the Company’s statement of operations. The Company reviews intangible assets for impairment under the long-lived asset model described below. No impairment of intangible assets was recorded during any of the periods presented. The Company identified certain intangible assets, consisting of technology and tradenames, as defensive assets. These are assets that the Company acquired but does not intend to actively use. Rather, the Company intends to hold the assets to prevent others from obtaining access to the assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to its estimated fair value. There was no impairment of long-lived assets for any of the periods presented. |
Leases (since January 1, 2021) | Leases (Topic 842 since January 1, 2021) The Company determines if an arrangement is or contains a lease at contract inception by assessing whether the arrangement contains an identified asset and whether the lessee has the right to control such asset. Lessees are required to classify leases as either finance or operating leases and to record a right-of-use (“ROU”) asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. The Company does not have material finance leases. For leases with a term greater than 12 months, the Company records the related ROU asset and lease liability at the present value of lease payments over the term. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to extend or terminate the lease that the Company is reasonably certain to exercise. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. The Company has also elected to not separate lease and non-lease components for office equipment leases and, as a result, accounts for lease and non-lease components as one component. The Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Lease payments may be fixed or variable; however, only fixed payments are included in the Company’s lease liability calculation. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses over the lease term. The Company’s lease agreements may contain non-lease components such as common area maintenance, operating expenses or other costs, which are expensed as incurred. Rent Expense and Leasehold Improvements (Prior to adoption of Topic 842) Rent expense for leases that provide for scheduled rent increases or free rent periods during the lease term are recognized on a straight-line basis over the term of the related leases. Certain leasehold improvements are funded by landlord incentives or allowances. Such incentives or allowances under operating leases are recorded as a component of other noncurrent liabilities and are amortized as a reduction of rent expense over the term of the related lease. The current portion of deferred rent is presented in accrued expenses and other current liabilities in the consolidated balance sheets. Rent expense and amortization of leasehold improvements are allocated to the different costs and expenses presented in the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition The Company operates an online marketplace that provides a platform for pet parents and pet service providers to communicate and arrange for pet services. The Company derives its revenue principally from pet parents’ and pet service providers’ use of the Company’s platform and related services that enable pet service providers to offer, book, and fulfill pet services. Additionally, the Company earns revenue from fees paid by pet service providers for background checks in order to use the Company’s platform, and earns revenue from affiliate relationships. The Company enters into terms of service with pet service providers and pet parents who wish to use the Company’s platform. The terms of service define the pet service providers’ rights and responsibilities when using the Company’s platform as well as general payment terms. The Company charges a fixed percentage service fee for each arrangement of pet services between the pet parent and the pet service provider on the Company’s platform (a booking). The fixed percentage service fees are established at the time a pet parent or pet provider joined the platform and do not vary based on the volume of transactions. A booking defines the explicit fee from which the Company earns its fixed percentage service fee. The creation of a booking combined with the terms of service establish enforceable rights and obligations for the transaction. A contract exists between the pet service provider and the Company upon the creation of a booking and after the pet service providers’ cancellation period has lapsed. Pet parents are considered the Company’s customers to the extent that they pay a fixed percentage fee to the Company for the booking. Similarly, a contract exists between the pet parent and the Company upon the creation of a booking and after the pet service providers’ cancellation period has lapsed. Pet parents pay for services at the time of booking. The Company considers the facilitation of the connection between pet service provider and pet parent to be the promise in the contracts. This is consistent with the terms of service, as well as the substance of what a pet service provider or pet parent is expecting from the use of the Company’s platform. While customers have access to the use of the platform, customer support, and other activities, these activities are not considered distinct from each other in the context of the overall arrangement, which is the facilitation of a connection between a pet service provider and a pet parent. As such, the Company has determined that its sole performance obligation is to facilitate a connection between pet service providers and pet parents through its platform. The Company’s performance obligation is satisfied at a point-in-time when the connection has been completed, which is when the pet service provider and pet parent have completed a booking, any related cancellation period has lapsed, and the related underlying pet services have begun. The Company derives revenue from pet service providers and pet parents primarily in the United States, as well as Canada, the United Kingdom and Western Europe. Revenue related to background checks is recorded upon completion of the related background check. From time to time, the Company issues credits or refunds to its pet parents or pet service providers as a result of customer satisfaction matters. Such amounts have historically been immaterial. Judgment is required in determining whether the Company is the principal or agent in transactions with pet service providers and pet parents. The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the service provided to the pet parent and is therefore the principal, or the Company arranges for other parties to provide the service to the pet parent and is therefore the agent. The Company has concluded it is the agent in transactions with pet service providers and pet parents because, among other factors, it is not responsible for the delivery of pet services provided by the pet service provider to the pet parent. Accordingly, the Company recognizes revenue on a net basis, representing the fee the Company expects to receive in exchange for providing the access to the Company’s platform to pet service providers and pet parents. The Company has no significant financing components in its contracts with customers. The Company recognizes revenue net of any sales tax paid related to its revenue transactions. |
Pet Parent Discounts | Pet Parent Discounts The Company offers discounts to new pet parents to encourage use of the Company’s platform. Discounts are primarily in the form of coupon codes for prospective pet parents and are accounted for as reductions to revenue. |
Deferred Revenue | Deferred Revenue Deferred revenue represents payment received from pet parents in advance of the related performance obligation being satisfied and revenue being recognized and could be subject to return to pet parents upon the cancellation of the booking prior to fulfillment of the Company’s performance obligation based on the applicable terms of service. |
Pet Parent Deposits and Pet Service Provider Liabilities | Pet Parent Deposits and Pet Service Provider Liabilities The Company records payments received from pet parents, excluding the revenue portion due to the Company, in advance of the related services being provided as pet parent deposits. As the related performance obligations are satisfied, these amounts are reclassified from pet parent deposits to pet service provider liabilities in the consolidated balance sheets. The Company is subject to compliance with escheat laws applicable by jurisdiction where pet service providers do not claim the amounts owed to them for services rendered. |
Cost of Revenue (Exclusive of Depreciation and Amortization Shown Separately) | Cost of Revenue (Exclusive of Depreciation and Amortization Shown Separately)Cost of revenue (exclusive of depreciation and amortization shown separately) includes fees paid to payment processors for credit card and other funding transactions, server hosting costs, internal-use software amortization, third-party costs for background checks for pet care providers, claim costs paid out under the Rover Guarantee, and other direct and indirect costs arising as a result of bookings that take place on our platform. |
Operations and Support | Operations and Support Operations and support expenses include payroll, employee benefits, stock-based compensation and other personnel-related costs associated with the Company’s operations and support team, and third-party costs related to outsourced support providers. This team assists with onboarding new pet care providers, quality reviews of pet care provider profiles, fraud monitoring and prevention across our marketplace, and community support provided via phone, email, and chat to our pet parents and pet care providers. This support includes assistance and responding to pet parents’ inquiries regarding the general use of our platform or how to make or modify a booking through our platform. The Company allocates a portion of overhead costs which includes lease expense, utilities and information technology expense to operations and support expense based on headcount. |
Marketing | Marketing Marketing expenses include payroll, employee benefits, stock-based compensation expenses and other personnel-related costs associated with the Company’s marketing team. These expenses also include digital marketing, brand marketing, public relations, broadcast television, marketing partnerships and other promotions. Digital marketing primarily consists of targeted promotional campaigns through electronic channels, such as social media, search engine marketing, affiliate programs and display advertising, all of which are primarily focused on pet parent acquisition and brand marketing. Except for content creation, advertising expenses are expensed as incurred, and are included in marketing expenses on the consolidated statements of operations. The Company allocates a |
Product Development | Product DevelopmentProduct development expenses include payroll, employee benefits, stock-based compensation expense and other headcount-related costs for employees in engineering, design and product management, as well as maintenance and support costs for technology infrastructure, primarily related to non-revenue generating systems. Product development costs, except qualifying costs related to the development of internal-use software, are expensed as incurred. The Company allocates a portion of overhead costs which includes lease expense, utilities and information technology costs to product development expense based on headcount. |
General and Administrative | General and Administrative General and administrative expenses include payroll, employee benefits, stock-based compensation expense and other personnel-related costs for employees in corporate functions, such as management, accounting, and legal as well as insurance and other expenses used to run the business. The Company allocates a portion of overhead costs which includes lease expense, utilities and information technology costs to general and administrative expense based on headcount. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization expenses include depreciation of our property and equipment, leasehold improvements and amortization of intangible assets. Amortization related to internal-use software is included in cost of revenue (exclusive of depreciation and amortization shown separately). |
Restructuring Charges | Restructuring Charges Costs and liabilities associated with restructuring are recorded in the period management commits to a restructuring or cost reduction plan, or executes specific actions contemplated by the plan and all criteria for liability recognition have been met. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and related liabilities are recorded within accrued compensation and related expenses on the consolidated balance sheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information. |
Interest Expense | Interest Expense Interest expense consists primarily of interest expense incurred under debt borrowings. |
Loss Contingencies | Loss Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fine, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably be estimated. Legal costs for loss contingencies are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company grants stock option awards to certain employees and non-employee directors. The Company accounts for stock-based compensation expense by calculating the estimated fair value of each award at the grant date or modification date by applying the Black-Scholes option pricing model. The model utilizes the estimated per share fair value of the Company’s underlying common stock at the measurement date, the expected or contractual term of the option, the expected stock price volatility, risk-free interest rates, and the expected dividend yield of the common stock. Stock-based compensation expense is recognized on a straight-line basis over the period the employee or non-employee director is required to provide service in exchange for the award, which is generally the vesting period. The Company classifies stock-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The Company bases its estimate of expected volatility on the historical volatility of comparable companies from a representative peer group selected based on industry, financial, and market capitalization data. The Company recognizes forfeitures as they occur. Determining the grant date fair value of options using the Black-Scholes option pricing model requires management to make assumptions and judgments. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded. The Company also grants restricted stock units (“RSUs”) to certain employees and non-employee directors. The Company accounts for stock-based compensation expense by calculating the fair value of each award at the grant date based on the closing price of our shares on date of grant. Stock-based compensation expense is recognized on a straight-line basis over the period the employee or non-employee director is required to provide service in exchange for the award, which is generally the vesting period. The Company classifies stock-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Income Taxes | Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amount and tax basis of assets and liabilities and are measured using enacted tax rates in effect for the year in which the difference is expected to reverse. The effect of a change in tax rates or tax law on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred tax assets if, based upon the available evidence, it is determined to be more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Management regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company accounts for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more-likely-than-not to be sustained upon examination by the taxing authority, including resolution of any appeals or litigation, on the basis of the technical merits of the position. If the tax position meets the more-likely-than-not criteria, the portion of the tax benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority is recognized in the consolidated financial statements. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as income tax expense. No interest or penalties were recognized for any of the periods presented. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as private companies, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as private companies, as indicated below. In May 2014, the Financial Accounting Standards Board (“FASB”), issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 amends the guidance for revenue recognition to replace numerous industry-specific requirements and converges areas under the Revenue from Contracts with Customers topic with those of the International Financial Reporting Standards. The guidance implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. Entities were given the option of transitioning to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption (“modified retrospective”). The guidance is effective for the Company for the year beginning after December 15, 2018, with early adoption permitted. Since its issuance, the FASB has amended several aspects of the new guidance including provisions that clarify the implementation guidance on principal versus agent considerations in the new revenue recognition standard. The amendments clarify how an entity should identify the unit of accounting (i.e., the specified good or service) for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The Company adopted the new standard on a modified retrospective basis as of January 1, 2019 and there was a net impact of $0.6 million to the Company’s accumulated deficit on the date of adoption. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) . ASU 2016-01 requires equity investments (except those accounted for under the equity method, those that result in consolidation of the investee and certain other investments) to be measured at fair value with any changes in fair value recognized in net income (loss). For equity investments that do not have readily determinable fair values and do not qualify for the existing practical expedient in ASC 820, Fair Value Measurements , to estimate fair value using the net asset value per share of the investment, the Company may choose to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The guidance in ASU 2016-01 is effective for the Company for the year beginning after December 15, 2018. The Company adopted this standard on January 1, 2019. The adoption of the new standard did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , as amended, with guidance regarding the accounting for and disclosure of leases. The standard requires lessees to recognize a ROU asset and lease liability on its consolidated balance sheet for all leases with a term longer than twelve months. This update also requires lessees and lessors to disclose key information about their leasing transactions. The guidance is effective for the Company for the year beginning after December 15, 2021. Early adoption is permitted. The Company early adopted this standard on January 1, 2021 using the transition method that provides for a cumulative-effect adjustment to retained earnings upon adoption. There was no impact on the Company’s accumulated deficit as of January 1, 2021 as a result of the adoption of this standard. The consolidated financial statements for the year ended December 31, 2021 are presented under the new standard, while the comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy. The adoption of the new lease standard resulted in the recognition of operating lease ROU assets of $22.8 million and operating lease liabilities of $29.2 million as of January 1, 2021. In connection with the adoption of this standard, deferred rent, net of current portion of $2.2 million, lease incentives of $4.6 million, and prepaid rent of $0.3 million, which were previously recorded in accrued expenses and other current liabilities, other non-current liabilities, and prepaid expenses and other current assets, respectively, on the consolidated balance sheet as of December 31, 2020, were derecognized. The new standard also provided practical expedients for an entity’s ongoing accounting as well as transition. The Company has elected the: (1) short-term lease recognition exemption for all leases that qualify, whereby the Company will not recognize ROU assets or lease liabilities for existing short-term leases of those assets in transition; (2) practical expedient to not separate lease and non-lease components for office equipment leases; and (3) transition package of three expedients, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which was intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. The guidance in ASU 2016-15 is effective for the Company for the year beginning after December 15, 2018. The Company adopted this standard on a retrospective basis on January 1, 2019. The adoption of the new standard did not have a material impact on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory , to improve the accounting for income tax consequences of intra-entity transfers of assets other than inventory and to eliminate diversity of practice and a source of complexity in financial reporting. The guidance in ASU 2016-16 is effective for the Company for the year beginning after December 15, 2018. The Company adopted ASU 2016-16 on a modified retrospective basis on January 1, 2019. There was no impact of this standard at the date of adoption. The application of this standard resulted in the recognition of $0.4 million in income tax expense in the consolidated statement of operations for intra-entity transfers occurring during the year ended December 31, 2019. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-based Payments . ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance in ASU 2018-07 is effective for the Company for the year beginning after December 15, 2019. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606. The Company early adopted this standard on January 1, 2019. The adoption of the new standard did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . ASU 2018-13 removes the disclosure requirement for the amount and reasons for transfers between Level 1 and Level 2 fair value measurements as well as the process for Level 3 fair value measurements. In addition, the ASU adds the disclosure requirements for changes in unrealized gains and losses included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period as well as the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The guidance is effective for the Company for the year beginning after December 15, 2019. The Company adopted this standard on January 1, 2020. The adoption of the new standard did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangible – Goodwill and Other-Internal-Use Software , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for the Company for the year beginning after December 15, 2020. The Company adopted this standard on January 1, 2021 using the prospective transition method. The adoption of the new standard did not have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes . This ASU simplifies accounting for income taxes by removing the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or gain for other items, the exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, the exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This ASU also includes other requirements related to franchise tax, goodwill as part of a business combination, consolidations, changes in tax laws, and affordable housing projects. The guidance is effective for the Company for the year beginning after December 15, 2021. Early adoption is permitted. The Company early adopted this standard on January 1, 2021. The adoption of the new standard did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as amended, which amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities from an incurred loss methodology to an expected loss methodology. For assets held at amortized cost basis, the guidance eliminates the probable initial recognition threshold and instead requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses are recorded through an allowance for credit losses, rather than a write-down, limited to the amount by which fair value is below amortized cost. Additional disclosures about significant estimates and credit quality are also required. The guidance is effective for the Company for the year beginning after December 15, 2022. The Company will early adopt this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard will not have an material impact on the Company’s consolidated financial statements. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . This guidance addresses accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance is effective for the Company for the year beginning after December 15, 2021. The Company will adopt this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard will not have an immediate impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The guidance is effective for the Company for the year beginning after December 15, 2023. The Company will early adopt this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard will not have an immediate impact on the Company’s consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options . The ASU addresses the previous lack of specific guidance in the accounting standards codification related to modifications or exchanges of freestanding equity-classified written call options (such as warrants) by specifying the accounting for various modification scenarios. The guidance is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted. The Company will adopt this standard on January 1, 2022 and will apply the amendments of this ASU prospectively to any modifications or exchanges of freestanding equity-classified warrants occurring on or after the effective date. The adoption of the new standard will not have an immediate impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This ASU was issued to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the following: (1) recognition of an acquired contract liability; and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination, whereas current GAAP requires that the acquirer measures such assets and liabilities at fair value on the acquisition date. The guidance is effective for the Company for the year beginning after December 15, 2023, with early adoption permitted. The Company will early adopt this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard will not have an immediate impact on the Company’s consolidated financial statements. In November 2021, the FASB issues ASU No. 2021-10 Disclosures by Business Entities about Government Assistance . The amendments in this ASU require the following annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy: (1) information about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; and (3) significant terms and conditions of the transactions, including commitments and contingencies. The guidance is effective for the Company for the year beginning after December 15, 2021. The Company will adopt this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard will not have an immediate impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation provisions are based upon the following estimated useful lives: Asset Category Depreciation Period Computers 3 years Furniture and fixtures 5-7 years Leasehold improvements Shorter of estimated useful life of asset or remaining lease term The following table presents the detail of property and equipment, net as follows (in thousands): December 31, 2021 2020 Computers $ 1,306 $ 1,346 Furniture and fixtures 3,740 3,906 Leasehold improvements 13,663 13,660 Internal-use software 21,635 20,850 Total property and equipment 40,344 39,762 Less: Accumulated depreciation and amortization (19,470) (14,839) Total property and equipment, net $ 20,874 $ 24,923 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The number of shares of Class A common stock issued immediately following the consummation of the Merger at July 30, 2021 was: Number of Shares Common stock of Caravel outstanding prior to the Merger 27,500,000 Less redemption of Caravel shares (14,677,808) Caravel Sponsor Earnout Shares outstanding prior to the Merger 6,875,000 Less forfeiture of Caravel Sponsor Earnout Shares (1) (975,873) Common stock of Caravel (1) 18,721,319 Shares issued in PIPE financing 5,000,000 Shares issued in Sponsor Backstop Subscription Agreement 8,000,000 Shares issued in Assignment Agreement 1,000,000 Merger and PIPE financing shares 32,721,319 Legacy Rover shares (2) 124,477,819 Total 157,199,138 _______________ (1) Upon the Merger closing, 3,437,500 Sponsor Earnout Shares vested, 975,873 were forfeited and 2,461,627 Sponsor Earnout Shares remained outstanding and unvested. At Closing, the remaining 2,461,627 Sponsor Earnout Shares were subject to vesting conditions based upon the occurrence of certain triggering events. At the close of trading on September 29, 2021, pursuant to the Business Combination Agreement and the achievement of Trigger Events I and II, 1,969,300 Founder Shares vested. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Liabilities | The Company’s contract liabilities consist of deferred revenue. The changes in the Company’s contract liabilities were as follows (in thousands): Balance at December 31, 2019 $ 2,488 Revenue recognized (45,585) Bookings and other 43,848 Balance at December 31, 2020 751 Revenue recognized (105,356) Bookings and other 107,682 Balance at December 31, 2021 $ 3,077 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation | The amortized cost and fair value of the available-for-sale investments and unrealized gains and losses were as follows (in thousands): December 31, 2021 Amortized Gross Gross Fair Value Marketable securities: Corporate securities $ 4,293 $ — $ (1) $ 4,292 Total marketable securities $ 4,293 $ — $ (1) $ 4,292 |
Schedule of Contractual Maturity of Available-for-sale Investments | The contractual maturity of the available-for-sale investments were as follows (in thousands): December 31, 2021 Less than 1 year 1 to 5 year More than 5 years Total Marketable securities: Corporate securities $ — $ 4,292 $ — $ 4,292 Total $ — $ 4,292 $ — $ 4,292 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 213,539 $ — $ — $ 213,539 Investments: Corporate securities — 4,292 — 4,292 Total assets measured at fair value $ 213,539 $ 4,292 $ — $ 217,831 Liabilities Derivative warrant liabilities (Public Warrants) $ 13,585 $ — $ — $ 13,585 Derivative warrant liabilities (Private Warrants) — 6,358 — 6,358 Total liabilities measured at fair value $ 13,585 $ 6,358 $ — $ 19,943 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 37,854 $ — $ — $ 37,854 Total assets measured at fair value $ 37,854 $ — $ — $ 37,854 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The estimated fair value of the Earnout Shares was determined using a Monte Carlo simulation valuation model using the following assumptions at each valuation date: October 6, 2021 September 29, 2021 July 30, Stock price $ 12.33 $ 13.59 $ 10.99 Risk-free interest rate 1.29 % 1.29 % 1.00 % Expected term (in years) 6.82 6.8 7.0 Expected volatility 56.20 % 56.50 % 57.20 % Dividend yield — % — % — % The estimated fair value of the Private Warrants was determined using a Monte Carlo simulation valuation model using the following assumptions at each valuation date: July 30, Stock price $ 10.99 Risk-free interest rate 0.69 % Expected term (in years) 5.0 Expected volatility 31.50 % Dividend yield — % |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property, Plant and Equipment | Depreciation provisions are based upon the following estimated useful lives: Asset Category Depreciation Period Computers 3 years Furniture and fixtures 5-7 years Leasehold improvements Shorter of estimated useful life of asset or remaining lease term The following table presents the detail of property and equipment, net as follows (in thousands): December 31, 2021 2020 Computers $ 1,306 $ 1,346 Furniture and fixtures 3,740 3,906 Leasehold improvements 13,663 13,660 Internal-use software 21,635 20,850 Total property and equipment 40,344 39,762 Less: Accumulated depreciation and amortization (19,470) (14,839) Total property and equipment, net $ 20,874 $ 24,923 |
Schedule of Accrued Expenses and Other Current Liabilities | The following table presents the detail of accrued expenses and other current liabilities as follows (in thousands): December 31, 2021 2020 Accrued merchant fees $ 11 $ 172 Income and other tax liabilities 1,074 185 Accrued legal expenses and open claims 488 382 Lease incentive, current — 491 Accrued interest — 259 Accrued professional services 918 872 Other current liabilities 530 386 Total accrued expenses and other current liabilities $ 3,021 $ 2,747 |
Schedule of Accrued Expenses and Other Current Liabilities | The following table presents the detail of accrued expenses and other current liabilities as follows (in thousands): December 31, 2021 2020 Accrued merchant fees $ 11 $ 172 Income and other tax liabilities 1,074 185 Accrued legal expenses and open claims 488 382 Lease incentive, current — 491 Accrued interest — 259 Accrued professional services 918 872 Other current liabilities 530 386 Total accrued expenses and other current liabilities $ 3,021 $ 2,747 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross book value and accumulated amortization of intangible assets were as follows (in thousands): December 31, 2021 Gross Book Value Accumulated Amortization Net Book Value Pet parent relationships $ 16,290 $ (11,869) $ 4,421 Tradenames 950 (902) 48 Total $ 17,240 $ (12,771) $ 4,469 December 31, 2020 Gross Book Value Accumulated Amortization Net Book Value Pet parent relationships $ 16,290 $ (9,117) $ 7,173 Pet service provider relationships 2,000 (1,444) 556 Tradenames 950 (712) 238 Total $ 19,240 $ (11,273) $ 7,967 The weighted average amortization period remaining as of December 31, 2021 for each class of intangible assets were as follows (in years): Pet parent relationships 4.3 Tradenames 0.3 |
Schedule of Intangible Assets, Future Amortization Expense | Based on amounts recorded at December 31, 2021 the Company estimates intangible asset amortization expense in each of the years ending December 31 as follows (in thousands): 2022 $ 1,347 2023 815 2024 814 2025 814 2026 679 Thereafter — Total $ 4,469 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Cost and Other Information | The components of lease cost were as follows (in thousands): Year Ended Operating lease cost $ 4,078 Short-term lease cost 138 Sublease income (953) Total lease cost $ 3,263 Other information related to leases was as follows (in thousands): Year Ended Cash paid for operating lease liabilities $ 4,313 Lease term and discount rate were as follows: December 31, 2021 Weighted-average discount rate 7.14 % Weighted-average remaining lease term (years) 7.65 |
Schedule of Operating Lease Maturity | Maturities of lease liabilities were as follows as of December 31, 2021 (in thousands): Year Ending December 31 Amounts 2022 $ 4,305 2023 4,693 2024 4,563 2025 4,693 2026 4,429 Thereafter 13,781 Total lease payments 36,464 Less: imputed interest (8,833) Present value of lease liabilities 27,631 Less: current portion of lease liabilities (2,433) Total lease liabilities, noncurrent $ 25,198 |
Schedule of Lease Maturity Under ASC 840 | Under ASC Topic 840, Leases , contractual commitments related to operating leases were as follows as of December 31, 2020 (in thousands): Year Ending December 31 Amounts 2021 $ 4,356 2022 4,303 2023 4,433 2024 4,563 2025 4,693 Thereafter 18,209 Total $ 40,557 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The Company had reserved shares of Class A common stock for issuance, on an as-converted basis, as follows (in thousands): December 31, 2021 2020 Conversion of redeemable convertible preferred stock — 90,814 Common stock warrants outstanding — 1,118 Private Warrants 2,574 — Public Warrants 5,500 — Rover Earnout Shares 2,193 — Sponsor Earnout Shares 492 — Stock options issued and outstanding 18,058 24,700 Shares available for future equity grants 14,083 5,199 Total 42,900 121,831 |
Temporary Equity | The Company had outstanding redeemable convertible preferred stock as of December 31, 2020 as follows (in thousands, except per share amounts): Shares Authorized Shares Issued and Outstanding Issuance Price Per Net Carrying Value Liquidation Preference Series A 8,710 9,040 $ 0.4478 $ 3,325 $ 4,048 Series B 14,104 14,639 0.6528 9,397 9,556 Series C 12,431 12,903 1.1238 14,596 14,500 Series D 7,677 7,968 2.0080 14,036 16,000 Series D-1 3,359 3,486 2.0078 6,981 7,000 Series E 11,021 11,439 3.4969 39,906 40,000 Series F 11,772 12,218 5.3199 64,833 65,000 Series G 18,537 19,121 $ 7.2536 137,353 138,698 Total 87,611 90,814 $ 290,427 $ 294,802 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity Awards Available for Grant | A summary of equity awards available for grant is as follows (in thousands): Equity Available Balances as of December 31, 2019 3,410 Retroactive application of reverse recapitalization 684 Balance as of December 31, 2019, as converted 4,094 Options authorized 1,801 Options granted(1) (11,258) Options canceled and forfeited(1) 10,562 Balances as of December 31, 2020 5,199 Equity awards authorized 17,200 Equity awards granted (3,348) Equity awards canceled in connection with termination of 2011 Plan (7,005) Equity awards canceled and forfeited 2,037 Balances as of December 31, 2021 14,083 ________________ (1) Includes options that were canceled and re-granted as part of the option repricing modification, as further discussed below. |
Schedule of stock option activity | A summary of stock option activity is as follows (in thousands, except per share amounts and years): Number of Weighted- Weighted- Aggregate Balances as of December 31, 2019 20,749 $ 1.98 7.1 $ 34,776 Retroactive application of reverse recapitalization 4,162 Balance as of December 31, 2019, as converted 24,911 1.65 7.1 $ 34,776 Options granted (1) 11,258 2.08 Options exercised (907) 0.85 Options canceled and forfeited (1) (10,562) 2.67 Balances as of December 31, 2020 24,700 $ 1.45 6.4 $ 83,570 Options exercised (4,634) 0.93 Options canceled and forfeited (2,008) 1.17 Balances as of December 31, 2021 18,058 $ 1.60 6.1 $ 147,219 Options vested and exercisable – December 31, 2021 14,342 $ 1.48 5.6 $ 118,563 ________________ (1) Includes options that were canceled and re-granted as part of the option repricing modification, as further discussed below. |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table presents the range of assumptions used to estimate the fair value of options granted during the periods presented: Year Ended December 31, 2020 2019 Risk-free interest rate 0.24% - 1.43% 1.38% - 2.60% Expected term (years) 3.99 - 6.80 4.51 - 6.75 Volatility 49.0% - 54.8% 44.5% - 46.3% Dividend yield — % — % |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | A summary of restricted stock unit activity is as follows (in thousands, except per share amounts): Number of Weighted- Aggregate Unvested January 1, 2021 — $ — Granted 3,348 12.05 Vested (456) 12.25 Forfeited (29) 12.15 Unvested December 31, 2021 2,863 12.02 $ 27,919 |
Schedule of stock-based compensation expense | The following table summarizes stock-based compensation expense recorded in each component of costs and expenses in the Company’s consolidated statements of operations for the presented periods (in thousands): Year Ended December 31, 2021 2020 2019 Operations and support $ 545 $ 299 $ 277 Marketing 725 397 301 Product development 3,821 1,873 1,486 General and administrative 5,970 2,972 2,003 Total stock-based compensation expense $ 11,061 $ 5,541 $ 4,067 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss before Income Taxes | The following table presents the components of loss before income taxes (in thousands): Year Ended December 31, 2021 2020 2019 U.S. $ (64,394) $ (56,758) $ (48,650) Foreign 119 (821) (3,532) Total $ (64,275) $ (57,579) $ (52,182) |
Schedule of Components of Provision for Benefit from Income Taxes | The following table presents the components of the (provision for) benefit from income taxes (in thousands): Year Ended December 31, 2021 2020 2019 Current tax expense: U.S. Federal $ — $ — $ — State (49) (5) (29) Foreign 3 (204) (91) Total current (46) (209) (120) Deferred tax expense: U.S. Federal — — — State — — — Foreign 272 303 588 Total deferred tax benefit 272 303 588 Total income tax benefit $ 226 $ 94 $ 468 |
Schedule of Reconciliation of Statutory Federal Rate to the Company's Effective Tax rate | The following table presents a reconciliation of the statutory federal rate to the Company’s effective tax rate: Year Ended December 31, 2021 2020 2019 Federal income taxes at statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 4.5 1.6 1.7 Tax credits 0.1 0.2 1.6 Equity compensation 8.4 (0.9) (1.0) Nondeductible revaluation (14.4) — — Change in valuation allowance (20.8) (20.9) (20.6) Transaction costs 1.2 — — Other, net 0.4 (0.8) (1.8) Effective income tax rate 0.4 % 0.2 % 0.9 % |
Schedule of Deferred Tax Assets and Liabilities | The following table presents the significant components of the Company’s deferred tax assets and liabilities (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforward $ 66,151 $ 55,649 Tax credit carryforward 2,364 2,298 Reserves and accruals 1,166 909 Stock based compensation 1,551 1,011 Property, plant and equipment — 214 Lease liability 6,535 — Intangibles 651 — Other 2,311 898 Total deferred tax assets 80,729 60,979 Less: Deferred tax assets valuation allowance (71,565) (57,225) Total deferred tax assets, net of valuation allowance 9,164 3,754 Deferred tax liabilities: Capitalized internal-use software costs (2,356) (2,477) Intangibles — (42) Property, plant and equipment (340) — Right-of-use assets (4,991) — Total deferred tax liabilities (7,687) (2,519) Net deferred tax assets $ 1,477 $ 1,235 |
Summary of Rollforward of Valuation Allowance | The following table presents a roll forward of the valuation allowance (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of period $ 57,225 $ 45,180 $ 34,435 Increase in valuation allowance 14,340 12,045 10,745 Balance at end of period $ 71,565 $ 57,225 $ 45,180 |
Schedule of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Beginning of period $ 574 $ 550 $ 383 Current year tax position increases 17 24 167 End of period $ 591 $ 574 $ 550 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts): Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (64,049) $ (57,485) $ (51,714) Denominator: Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 89,004 29,896 29,138 Net loss per share attributable to common stockholders, basic and diluted $ (0.72) $ (1.92) $ (1.77) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive (in thousands): Year Ended December 31, 2021 2020 2019 Redeemable convertible preferred stock — 90,814 90,805 Outstanding stock options 18,058 24,700 24,911 Unvested RSUs 2,863 — — Outstanding common stock warrants — 1,118 790 Private Warrants 2,574 — — Public Warrants 4,137 — — Sponsor Earnout Shares 492 — — Total 28,124 116,632 116,506 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table summarizes restructuring charges recorded in each component of costs and expenses in the Company’s consolidated statements of operations (in thousands): Year Ended Operations and support $ 796 Marketing 593 Product development 1,743 General and administrative 631 Total restructuring charges $ 3,763 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ in Thousands | Jul. 30, 2021 | Apr. 01, 2020 | Apr. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | ||||||
Percent of positions eliminated (in percentage) | 50.00% | |||||
Proceeds from the merger | $ 235,600 | |||||
Transaction costs | $ (32,700) | |||||
Accumulated deficit | $ 320,326 | $ 256,277 | ||||
Employee Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs | $ 3,800 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |||||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Accounts receivable, net | $ 26,023 | $ 26,023 | $ 2,992 | ||
Capitalized software development costs | 6,300 | 7,000 | |||
Internal-use software amortization | $ 300 | $ 2,600 | 7,400 | 9,800 | $ 5,200 |
Advertising expense | $ 13,000 | $ 8,100 | $ 37,900 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Software Development | |
Property, Plant and Equipment [Line Items] | |
Remaining amortization period | 3 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures [Member] | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures [Member] | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Shorter of estimated useful life of asset or remaining lease term |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Earnout Liabilities (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 30, 2021 | Dec. 31, 2021 | Oct. 06, 2021 | Sep. 29, 2021 |
Class of Stock [Line Items] | ||||
Aggregate fair value of Earnout Shares | $ 228.1 | |||
Earnout Liabilities | Expected term (in years) | ||||
Class of Stock [Line Items] | ||||
Earnout liabilities, earnout period | 7 years | 6 years 9 months 25 days | 6 years 9 months 18 days | |
Rover Earnout Shares | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 19,734,183 | 2,193,000 | ||
Aggregate fair value of Earnout Shares | $ 241.1 | |||
Derivative Instrument, Contingent Consideration, Liability, Earnout Period | 7 years | |||
Rover Earnout Shares | Derivative Instrument, Period, One | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 8,770,748 | |||
Earnout period, stock price trigger (in dollars per share) | $ 12 | $ 12 | ||
Earnout period, threshold trading days | 20 days | |||
Earnout period, threshold trading day period | 30 days | |||
Rover Earnout Shares | Derivative Instrument, Period, Two | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 8,770,748 | |||
Earnout period, stock price trigger (in dollars per share) | $ 14 | $ 14 | ||
Earnout period, threshold trading days | 20 days | |||
Earnout period, threshold trading day period | 30 days | |||
Rover Earnout Shares | Derivative Instrument, Period, Three | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 2,192,687 | 2,192,687 | ||
Earnout period, stock price trigger (in dollars per share) | $ 16 | $ 16 | ||
Earnout period, threshold trading days | 20 days | |||
Earnout period, threshold trading day period | 30 days | |||
Aggregate fair value of Earnout Shares | $ 24.8 | |||
Sponsor Earnout Shares | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 2,461,627 | 492,000 | ||
Sponsor Earnout Shares | Derivative Instrument, Period, One | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 984,651 | |||
Earnout period, stock price trigger (in dollars per share) | $ 12 | |||
Sponsor Earnout Shares | Derivative Instrument, Period, Two | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 984,651 | |||
Earnout period, stock price trigger (in dollars per share) | $ 14 | |||
Sponsor Earnout Shares | Derivative Instrument, Period, Three | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 492,325 | |||
Earnout period, stock price trigger (in dollars per share) | $ 16 | |||
Aggregate fair value of Earnout Shares | $ 6.3 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Derivative Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 29, 2021 |
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 1,118,000 | 8,074,144 | |||
Number of shares called by each warrant (in shares) | 1 | ||||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||||
Warrants exercisable, period after merger completion | 30 days | ||||
Warrants exercisable, period after initial public offering | 12 months | ||||
Period which warrants or rights are exercisable | 5 years | ||||
Tender or exchange offer, acceptance threshold percent of outstanding shares | 50.00% | ||||
Derivative warrant liabilities | $ 22,000 | $ 0 | $ 19,943 | ||
Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 2,574,164 | 2,574,000 | 5,166,667 | ||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 5,500,000 | 5,500,000 | |||
Exercise price of warrant (in dollars per share) | $ 11.50 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Marketing (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 13 | $ 8.1 | $ 37.9 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | Jan. 01, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accumulated deficit | $ (320,326) | $ (256,277) | |||
Operating lease right-of-use assets | 21,495 | 0 | $ 22,800 | ||
Present value of lease liabilities | 27,631 | $ 29,200 | |||
Deferred rent, net of current portion, derecognized | 2,200 | ||||
Lease incentives, derecognized | 4,600 | ||||
Prepaid Rent | 300 | ||||
Income tax expense | $ (226) | $ (94) | $ (468) | ||
Accounting Standards Update 2016_16 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Income tax expense | $ 400 | ||||
Accounting Standards Update 2014-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accumulated deficit | $ 600 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) | Jul. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Jul. 29, 2021 |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Proceeds from reverse recapitalization transaction, gross | $ 268,300,000 | |||
Cash proceeds from reverse capitalization transaction | $ 128,300,000 | |||
Reverse recapitalization transaction, net of costs and acquired liabilities | $ 213,459,000 | |||
Shares issued in agreement (in shares) | shares | 32,721,319 | |||
Recapitalization exchange ratio | 1.0379 | 1.0379 | 1.0379 | |
Recapitalization adjusted exchange ratio | 1.2006 | |||
Transaction costs | $ (32,700,000) | |||
Additional paid-in capital, transaction fees | $ 14,500,000 | |||
Reverse recapitalization, liabilities assumed | 18,200,000 | |||
Private Placement | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Private investment in public entity | $ 50,000,000 | |||
Sale of stock, adjusted price per share (in dollars per share) | $ / shares | $ 10.379 | |||
Shares issued in PIPE financing (in shares) | shares | 5,000,000 | |||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |||
Sponsor Backstop Subscription Agreement | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Shares issued in PIPE financing (in shares) | shares | 8,000,000 | |||
Assignment Agreement | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Shares issued in PIPE financing (in shares) | shares | 1,000,000 | |||
True Wind Capital II, L.P. And True Wind Capital II-A, L.P. | Sponsor Backstop Subscription Agreement | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Private investment in public entity | $ 90,000,000 | |||
Number of shares purchased by investors (in shares) | shares | 9,000,000 | |||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |||
Legacy Rover | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Cash payment to stockholders, reverse recapitalization | $ 0 |
Reverse Recapitalization - Sche
Reverse Recapitalization - Schedule of Recapitalization (Details) | Jul. 30, 2021shares | Dec. 31, 2021shares | Jul. 29, 2021shares | Dec. 31, 2020shares | Dec. 31, 2019shares | [1] | Dec. 31, 2018shares | [1] | ||
Reverse Recapitalization [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 157,199,138 | 177,342,000 | 32,434,987 | 30,398,000 | ||||||
Shares issued in agreement (in shares) | 32,721,319 | |||||||||
Legacy Rover shares (in shares) | 124,477,819 | |||||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | [1] | 87,496,938 | 90,814,000 | [1] | 90,805,000 | 90,305,000 | |||
Recapitalization exchange ratio | 1.0379 | 1.0379 | 1.0379 | |||||||
Private Placement | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Shares issued in PIPE financing (in shares) | 5,000,000 | |||||||||
Sponsor Backstop Subscription Agreement | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Shares issued in PIPE financing (in shares) | 8,000,000 | |||||||||
Assignment Agreement | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Shares issued in PIPE financing (in shares) | 1,000,000 | |||||||||
Founder Shares | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Shares vested (in shares) | 1,969,300 | |||||||||
Caravel | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 27,500,000 | |||||||||
Less redemption of Caravel shares (in shares) | (14,677,808) | |||||||||
Earnout shares (in shares) | 6,875,000 | |||||||||
Less forfeiture of Caravel Sponsor Earnout Shares (in shares) | (975,873) | |||||||||
Caravel | Common Shareholders | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Common stock of Caravel (in shares) | 18,721,319 | |||||||||
Caravel | Sponsor Members | ||||||||||
Reverse Recapitalization [Line Items] | ||||||||||
Earnout shares (in shares) | 2,461,627 | |||||||||
Less forfeiture of Caravel Sponsor Earnout Shares (in shares) | (975,873) | |||||||||
Shares vested (in shares) | 3,437,500 | |||||||||
[1] | (1) The shares of the Company's common and redeemable convertible preferred stock, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio of approximately 1.0379 established in the Merger described in Note 1. |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - DogBuddy - USD ($) shares in Thousands, $ in Millions | Oct. 31, 2018 | Nov. 30, 2019 | Dec. 31, 2019 | Feb. 29, 2020 |
Business Acquisition [Line Items] | ||||
Payments of stock issuance costs | $ 19.4 | |||
Business combination, fair value | $ 3.6 | |||
Holdback liabilities | 0.3 | |||
Defrred taxes business combination | $ 1.7 | |||
Series G Redeemable Convertible Peferred Stock | ||||
Business Acquisition [Line Items] | ||||
Number of shares, acquired | 1,900 | |||
Business combination, fair value | $ 3.9 | |||
Series G Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Change in value of Class A common stock subject to possible redemption (in Shares) | 539 | 500 | ||
Shares issued during holdback | 9 | |||
Shares retained during holdback | 30 | |||
Common Stock | ||||
Business Acquisition [Line Items] | ||||
Number of shares, acquired | 1,400 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract with Customer, Liability [Roll Forward] | ||
Beginning Balance | $ 751 | $ 2,488 |
Revenue recognized | (105,356) | (45,585) |
Bookings and other | 107,682 | 43,848 |
Ending Balance | $ 3,077 | $ 751 |
Investments - Schedule of Amort
Investments - Schedule of Amortized Cost and Fair Value of Available-for-sale Investments and Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Investments [Line Items] | ||
Amortized Costs | $ 4,293 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 1 | |
Fair Value | 4,292 | $ 4,292 |
Corporate securities | ||
Schedule Of Investments [Line Items] | ||
Amortized Costs | 4,293 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 1 | |
Fair Value | $ 4,292 | $ 4,292 |
Investments - Schedule of Contr
Investments - Schedule of Contractual Maturity of Available-for-sale Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Investments [Line Items] | ||
Less than 1 year | $ 0 | |
1 to 5 years | 4,292 | |
More than 5 years | 0 | |
Total | $ 4,292 | 4,292 |
Corporate securities | ||
Schedule Of Investments [Line Items] | ||
Less than 1 year | 0 | |
1 to 5 years | 4,292 | |
More than 5 years | 0 | |
Total | $ 4,292 | $ 4,292 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Nov. 30, 2020 | Jul. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Investments [Line Items] | |||||
Long-term investments | $ 4,292 | $ 0 | |||
Period for purchase of remaining equity | 2 years | ||||
DogHero Ltd. | |||||
Schedule Of Investments [Line Items] | |||||
Business combination, consideration transferred | $ 3,000 | ||||
Business combination, impairment loss | 2,000 | ||||
Reducing carrying amount of investment | $ 3,000 | ||||
Sale of investment and call option | $ 2,900 | ||||
Additional impairment loss during disposal of investment and related carrying value | $ 100 | ||||
DogHero Ltd. | Online Marketplace for Pet Service | South America | |||||
Schedule Of Investments [Line Items] | |||||
Long-term investments | $ 5,000 | ||||
Series C Preference Shares | DogHero Ltd. | |||||
Schedule Of Investments [Line Items] | |||||
Purchase of shares regarding equity method investments | $ 3,400 | ||||
Percentage of fully diluted outstanding equity regarding equity method investments | 17.00% |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jul. 30, 2021 | Dec. 31, 2020 |
Assets | |||
Corporate securities | $ 4,292 | $ 0 | |
Liabilities | |||
Derivative warrant liabilities | 19,943 | $ 22,000 | 0 |
Fair Value, Recurring | |||
Assets | |||
Total assets measured at fair value | 217,831 | 37,854 | |
Liabilities | |||
Total liabilities measured at fair value | 19,943 | ||
Fair Value, Recurring | Corporate securities | |||
Assets | |||
Corporate securities | 4,292 | ||
Fair Value, Recurring | Public Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 13,585 | ||
Fair Value, Recurring | Private Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 6,358 | ||
Fair Value, Recurring | Money market fund | |||
Assets | |||
Money market fund | 213,539 | 37,854 | |
Fair Value, Recurring | Level 1 | |||
Assets | |||
Total assets measured at fair value | 213,539 | 37,854 | |
Liabilities | |||
Total liabilities measured at fair value | 13,585 | ||
Fair Value, Recurring | Level 1 | Corporate securities | |||
Assets | |||
Corporate securities | 0 | ||
Fair Value, Recurring | Level 1 | Public Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 13,585 | ||
Fair Value, Recurring | Level 1 | Private Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 0 | ||
Fair Value, Recurring | Level 1 | Money market fund | |||
Assets | |||
Money market fund | 213,539 | 37,854 | |
Fair Value, Recurring | Level 2 | |||
Assets | |||
Total assets measured at fair value | 4,292 | 0 | |
Liabilities | |||
Total liabilities measured at fair value | 6,358 | ||
Fair Value, Recurring | Level 2 | Corporate securities | |||
Assets | |||
Corporate securities | 4,292 | ||
Fair Value, Recurring | Level 2 | Public Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 0 | ||
Fair Value, Recurring | Level 2 | Private Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 6,358 | ||
Fair Value, Recurring | Level 2 | Money market fund | |||
Assets | |||
Money market fund | 0 | 0 | |
Fair Value, Recurring | Level 3 | |||
Assets | |||
Total assets measured at fair value | 0 | 0 | |
Liabilities | |||
Total liabilities measured at fair value | 0 | ||
Fair Value, Recurring | Level 3 | Corporate securities | |||
Assets | |||
Corporate securities | 0 | ||
Fair Value, Recurring | Level 3 | Public Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 0 | ||
Fair Value, Recurring | Level 3 | Private Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 0 | ||
Fair Value, Recurring | Level 3 | Money market fund | |||
Assets | |||
Money market fund | $ 0 | $ 0 |
Fair Value - Valuation of Earno
Fair Value - Valuation of Earnout Liabilities (Details) $ in Thousands | Oct. 06, 2021USD ($)$ / sharesshares | Sep. 29, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 30, 2021USD ($)$ / sharesshares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities | $ | $ 228,100 | |||||
Change in fair value of earnout liabilities | $ | $ (46,015) | $ 0 | $ 0 | |||
Rover Earnout Shares | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout shares issued (in shares) | 17,540,964 | |||||
Earnout liabilities | $ | $ 241,100 | |||||
Earnout shares (in shares) | 2,193,000 | 19,734,183 | ||||
Rover Earnout Shares | Derivative Instrument, Period, One And Two | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities | $ | $ 216,300 | |||||
Rover Earnout Shares | Derivative Instrument, Period, One | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout period, stock price trigger (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||
Earnout shares (in shares) | 8,770,748 | |||||
Rover Earnout Shares | Derivative Instrument, Period, Two | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout period, stock price trigger (in dollars per share) | $ / shares | $ 14 | $ 14 | ||||
Earnout shares (in shares) | 8,770,748 | |||||
Rover Earnout Shares | Derivative Instrument, Period, Three | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities | $ | $ 24,800 | |||||
Earnout period, stock price trigger (in dollars per share) | $ / shares | $ 16 | $ 16 | ||||
Earnout shares (in shares) | 2,192,687 | 2,192,687 | ||||
Sponsor Earnout Shares | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout shares issued (in shares) | 1,969,302 | |||||
Earnout shares (in shares) | 492,000 | 2,461,627 | ||||
Sponsor Earnout Shares | Derivative Instrument, Period, One And Two | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities | $ | $ 26,700 | |||||
Sponsor Earnout Shares | Derivative Instrument, Period, One | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout period, stock price trigger (in dollars per share) | $ / shares | $ 12 | |||||
Earnout shares (in shares) | 984,651 | |||||
Sponsor Earnout Shares | Derivative Instrument, Period, Two | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout period, stock price trigger (in dollars per share) | $ / shares | $ 14 | |||||
Earnout shares (in shares) | 984,651 | |||||
Sponsor Earnout Shares | Derivative Instrument, Period, Three | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities | $ | $ 6,300 | |||||
Earnout period, stock price trigger (in dollars per share) | $ / shares | $ 16 | |||||
Earnout shares (in shares) | 492,325 | |||||
Earnout Liabilities | Level 3 | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Estimated fair value of earnout liability | $ | $ (33,000) | |||||
Stock price (USD per share) | Earnout Liabilities | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities, measurement input | $ / shares | 12.33 | 13.59 | 10.99 | |||
Risk-free interest rate | Earnout Liabilities | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities, measurement input | 0.0129 | 0.0129 | 0.0100 | |||
Expected term (in years) | Earnout Liabilities | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities, earnout period | 6 years 9 months 25 days | 6 years 9 months 18 days | 7 years | |||
Expected volatility | Earnout Liabilities | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities, measurement input | 0.5620 | 0.5650 | 0.5720 | |||
Dividend yield | Earnout Liabilities | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities, measurement input | 0 | 0 | 0 | 0 |
Fair Value - Valuation of Priva
Fair Value - Valuation of Private Warrant Derivative Liability (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 06, 2021$ / shares | Sep. 29, 2021$ / shares | Jul. 30, 2021$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Change in fair value of derivative warrant liabilities | $ (2,089) | $ 0 | $ 0 | |||
Stock price (USD per share) | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative warrant liabilities, measurement input | $ / shares | 10.99 | |||||
Stock price (USD per share) | Earnout Liabilities | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities, measurement input | $ / shares | 12.33 | 13.59 | 10.99 | |||
Risk-free interest rate | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative warrant liabilities, measurement input | 0.0069 | |||||
Risk-free interest rate | Earnout Liabilities | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities, measurement input | 0.0129 | 0.0129 | 0.0100 | |||
Expected term (in years) | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative warrant liabilities, term | 5 years | |||||
Expected volatility | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative warrant liabilities, measurement input | 0.3150 | |||||
Expected volatility | Earnout Liabilities | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities, measurement input | 0.5620 | 0.5650 | 0.5720 | |||
Dividend yield | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Derivative warrant liabilities, measurement input | 0 | |||||
Dividend yield | Earnout Liabilities | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Earnout liabilities, measurement input | 0 | 0 | 0 | 0 | ||
Level 3 | Private Warrant Derivative Liability | Fair Value, Recurring | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Fair value of liability | $ 7,700 | |||||
Private Warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Change in fair value of derivative warrant liabilities | $ 1,300 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 40,344 | $ 40,344 | $ 39,762 | ||
Less: Accumulated depreciation and amortization | (19,470) | (19,470) | (14,839) | ||
Total property and equipment, net | 20,874 | 20,874 | 24,923 | ||
Depreciation and amortization | 14,683 | 18,713 | $ 13,596 | ||
Capitalized software development costs | 6,300 | 7,000 | |||
Internal-use software amortization | 300 | $ 2,600 | 7,400 | 9,800 | 5,200 |
Depreciation And Amortization | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | 3,800 | 3,700 | $ 600 | ||
Computer Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 1,306 | 1,306 | 1,346 | ||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 3,740 | 3,740 | 3,906 | ||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 13,663 | 13,663 | 13,660 | ||
Software Development | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 21,635 | $ 21,635 | $ 20,850 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued merchant fees | $ 11 | $ 172 |
Income and other tax liabilities | 1,074 | 185 |
Accrued legal expenses and open claims | 488 | 382 |
Lease incentive, current | 0 | 491 |
Accrued interest | 0 | 259 |
Accrued professional services | 918 | 872 |
Other current liabilities | 530 | 386 |
Accrued expenses and other current liabilities | $ 3,021 | $ 2,747 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
Amortization of intangible assets | $ 3,500,000 | $ 5,200,000 | $ 7,700,000 |
Intangible asset impairment loss | $ 0 | $ 0 | 0 |
DogBuddy | |||
Goodwill [Line Items] | |||
Adjustment to reduce goodwill from acquisition | $ 1,700,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | $ 17,240 | $ 19,240 |
Accumulated Amortization | (12,771) | (11,273) |
Total | 4,469 | 7,967 |
Pet parent relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | 16,290 | 16,290 |
Accumulated Amortization | (11,869) | (9,117) |
Total | $ 4,421 | 7,173 |
Remaining amortization period | 4 years 3 months 18 days | |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | $ 950 | 950 |
Accumulated Amortization | (902) | (712) |
Total | $ 48 | 238 |
Remaining amortization period | 3 months 18 days | |
Pet service provider relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | 2,000 | |
Accumulated Amortization | (1,444) | |
Total | $ 556 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 1,347 | |
2023 | 815 | |
2024 | 814 | |
2025 | 814 | |
2026 | 679 | |
Thereafter | 0 | |
Total | $ 4,469 | $ 7,967 |
Debt (Details)
Debt (Details) - USD ($) | Jul. 30, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Proceeds from borrowing on credit facilities | $ 0 | $ 64,563,000 | $ 0 | |||
Loan received from Small Business Administration's Paycheck Protection Program | $ 8,100,000 | |||||
Repayments of lines of credit | 38,124,000 | $ 26,439,000 | $ 0 | |||
Repayments of small business administration's paycheck protection program | $ 8,100,000 | |||||
Final termination payment | 900,000 | |||||
Accelerated unamortized debt issuance costs | 400,000 | |||||
Debt outstanding | $ 0 | |||||
Line of Credit | Variable Rate Revolving Line Of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from borrowing on credit facilities | $ 11,400,000 | |||||
Line of Credit | Variable Rate Growth Capital Advance Components | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from borrowing on credit facilities | 15,000,000 | |||||
Line of Credit | Subordinated Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from borrowing on credit facilities | $ 30,000,000 | |||||
Repayments of lines of credit | $ 30,000,000 |
Debt - Revolving Line of Credit
Debt - Revolving Line of Credit (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Proceeds from borrowing on credit facilities | $ 0 | $ 64,563,000 | $ 0 | ||
Repayments of lines of credit | $ 38,124,000 | $ 26,439,000 | $ 0 | ||
Line of Credit | Variable Rate Revolving Line Of Credit | |||||
Debt Instrument [Line Items] | |||||
Proceeds from borrowing on credit facilities | $ 11,400,000 | ||||
Revolving Credit Facility | Line of Credit | Variable Rate Revolving Line Of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 15,000,000 | ||||
Interest rate | 4.50% | ||||
Interest rate at period end | 3.75% | ||||
Interest rate, if certain milestones are achieved | 4.00% | ||||
Unused credit facility fee | 0.30% | ||||
Proceeds from borrowing on credit facilities | $ 11,400,000 | ||||
Repayments of lines of credit | 11,400,000 | ||||
Revolving Credit Facility | Line of Credit | Variable Rate Revolving Line Of Credit | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 0.50% | ||||
Letter of Credit | Line of Credit | Variable Rate Revolving Line Of Credit | |||||
Debt Instrument [Line Items] | |||||
Letter of credit | $ 3,500,000 |
Debt - Growth Capital Advance (
Debt - Growth Capital Advance (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 31, 2020USD ($)tranche | |
Debt Instrument [Line Items] | ||||
Proceeds from borrowing on credit facilities | $ 0 | $ 64,563,000 | $ 0 | |
Repayments of lines of credit | 38,124,000 | 26,439,000 | $ 0 | |
Debt outstanding | 0 | |||
Line of Credit | Growth Capital Advance Line Of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Number of tranches | tranche | 3 | |||
Maximum borrowing capacity, under each tranche | $ 5,000,000 | |||
Maximum borrowing capacity | $ 15,000,000 | |||
Proceeds from borrowing on credit facilities | 15,000,000 | |||
Repayments of lines of credit | $ 15,000,000 | |||
Liquidity threshold | 65,000,000 | |||
Debt outstanding | $ 0 |
Debt - Subordinated Credit Faci
Debt - Subordinated Credit Facility (Details) - USD ($) | Jul. 30, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||||||
Proceeds from borrowing on credit facilities | $ 0 | $ 64,563,000 | $ 0 | ||||
Repayments of accrued interest | $ 100,000 | ||||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Covenant compliance, overall liquidity threshold | $ 65,000,000 | ||||||
Line of Credit | Subordinated Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from borrowing on credit facilities | $ 30,000,000 | ||||||
Line of Credit | Subordinated Credit Facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||
Debt issuance costs | $ 269,000,000 | ||||||
Proceeds from borrowing on credit facilities | $ 30,000,000 | ||||||
Repayments of accrued interest | $ 200,000 | ||||||
Line of Credit | Subordinated Credit Facility | Revolving Credit Facility | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread | 4.25% |
Debt - Small Business Administr
Debt - Small Business Administration's Paycheck Protection Program (Details) - USD ($) $ in Millions | Jul. 30, 2021 | Apr. 01, 2020 | Apr. 30, 2020 |
Debt Disclosure [Abstract] | |||
Loan received from Small Business Administration's Paycheck Protection Program | $ 8.1 | ||
Interest rate accrued | 1.00% | ||
Repayments of small business administration's paycheck protection program | $ 8.1 | ||
Repayments of accrued interest | $ 0.1 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021USD ($)facility | Feb. 29, 2020USD ($) | Sep. 30, 2018facility | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Number of leased facilities | facility | 1 | 1 | ||||
Sublease, option to extend period | 1 year | 2 years | ||||
Sublease income, additional base lease payments | $ 1,700,000 | $ 1,400,000 | ||||
Rent expense | $ 3,600,000 | $ 4,000,000 | ||||
Sublease income | 700,000 | $ 700,000 | ||||
Indemnification Agreement | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Loss contingency accrual | $ 0 | $ 0 | ||||
Office space | Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 21 months | |||||
Renewal term | 1 year | |||||
Office space | Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 137 months | |||||
Renewal term | 7 years |
Commitments and Contingencies_2
Commitments and Contingencies - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 4,078 |
Short-term lease cost | 138 |
Sublease income | (953) |
Total lease cost | $ 3,263 |
Commitments and Contingencies_3
Commitments and Contingencies - Other Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Cash paid for operating lease liabilities | $ 4,313 |
Weighted-average discount rate | 7.14% |
Weighted-average remaining lease term (years) | 7 years 7 months 24 days |
Commitments and Contingencies_4
Commitments and Contingencies - Lease Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
2022 | $ 4,305 | ||
2023 | 4,693 | ||
2024 | 4,563 | ||
2025 | 4,693 | ||
2026 | 4,429 | ||
Thereafter | 13,781 | ||
Total lease payments | 36,464 | ||
Less: imputed interest | (8,833) | ||
Present value of lease liabilities | 27,631 | $ 29,200 | |
Less: current portion of lease liabilities | (2,433) | $ 0 | |
Total lease liabilities, noncurrent | $ 25,198 | $ 0 |
Commitments and Contingencies_5
Commitments and Contingencies - Lease Maturity Under ASC 840 (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 4,356 |
2022 | 4,303 |
2023 | 4,433 |
2024 | 4,563 |
2025 | 4,693 |
Thereafter | 18,209 |
Total | $ 40,557 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Retirement Benefits [Abstract] | |
Employer discretionary contribution amount | $ 0.5 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Narrative (Details) - $ / shares | Dec. 31, 2021 | Jul. 30, 2021 | Jul. 29, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||||
Common stock, shares authorized (in shares) | 990,000,000 | 144,250,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (in shares) | 177,342,000 | 30,398,000 | ||
Common stock, shares outstanding (in shares) | 177,342,000 | 157,199,138 | 32,434,987 | 30,398,000 |
Number of common shares issued for each share of preferred stock (in shares) | 1 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 0 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of reserved shares of common stock for issuance, on an as-converted basis (Details) - shares | Dec. 31, 2021 | Jul. 30, 2021 | Jul. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | [1] | |||
Capital Unit [Line Items] | ||||||||||
Conversion of redeemable convertible preferred stock (in shares) | 0 | [1] | 87,496,938 | 90,814,000 | [1] | 90,805,000 | [1] | 90,305,000 | ||
Warrants outstanding (in shares) | 8,074,144 | 1,118,000 | ||||||||
Stock options issued and outstanding (in shares) | 18,058,000 | 24,700,000 | 24,911,000 | |||||||
Shares available for future option grants (in shares) | 14,083,000 | 5,199,000 | ||||||||
Total (in shares) | 42,900,000 | 121,831,000 | ||||||||
Rover Earnout Shares | ||||||||||
Capital Unit [Line Items] | ||||||||||
Earnout shares (in shares) | 2,193,000 | 19,734,183 | ||||||||
Sponsor Earnout Shares | ||||||||||
Capital Unit [Line Items] | ||||||||||
Earnout shares (in shares) | 492,000 | 2,461,627 | ||||||||
Private Warrants | ||||||||||
Capital Unit [Line Items] | ||||||||||
Warrants outstanding (in shares) | 2,574,000 | 2,574,164 | 5,166,667 | |||||||
Public Warrants | ||||||||||
Capital Unit [Line Items] | ||||||||||
Warrants outstanding (in shares) | 5,500,000 | 5,500,000 | ||||||||
[1] | (1) The shares of the Company's common and redeemable convertible preferred stock, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio of approximately 1.0379 established in the Merger described in Note 1. |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Schedule of Outstanding Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Jul. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | [1] | Dec. 31, 2018 | [1] | ||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 0 | 87,611,000 | |||||||
Redeemable convertible preferred stock, issued | 0 | 90,814,000 | |||||||
Redeemable convertible preferred stock, outstanding | 0 | [1] | 87,496,938 | 90,814,000 | [1] | 90,805,000 | 90,305,000 | ||
Redeemable convertible preferred stock, net carrying value | $ 290,427 | ||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 294,802 | ||||||||
Series A Convertible Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 8,710,000 | ||||||||
Redeemable convertible preferred stock, issued | 9,040,000 | ||||||||
Redeemable convertible preferred stock, outstanding | 9,040,000 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.4478 | ||||||||
Redeemable convertible preferred stock, net carrying value | $ 3,325 | ||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 4,048 | ||||||||
Series B Convertible Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 14,104,000 | ||||||||
Redeemable convertible preferred stock, issued | 14,639,000 | ||||||||
Redeemable convertible preferred stock, outstanding | 14,639,000 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.6528 | ||||||||
Redeemable convertible preferred stock, net carrying value | $ 9,397 | ||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 9,556 | ||||||||
Series C Convertible Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 12,431,000 | ||||||||
Redeemable convertible preferred stock, issued | 12,903,000 | ||||||||
Redeemable convertible preferred stock, outstanding | 12,903,000 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 1.1238 | ||||||||
Redeemable convertible preferred stock, net carrying value | $ 14,596 | ||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 14,500 | ||||||||
Series D Convertible Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 7,677,000 | ||||||||
Redeemable convertible preferred stock, issued | 7,968,000 | ||||||||
Redeemable convertible preferred stock, outstanding | 7,968,000 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 2.0080 | ||||||||
Redeemable convertible preferred stock, net carrying value | $ 14,036 | ||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 16,000 | ||||||||
Series D One Convertible Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 3,359,000 | ||||||||
Redeemable convertible preferred stock, issued | 3,486,000 | ||||||||
Redeemable convertible preferred stock, outstanding | 3,486,000 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 2.0078 | ||||||||
Redeemable convertible preferred stock, net carrying value | $ 6,981 | ||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 7,000 | ||||||||
Series E Convertible Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 11,021,000 | ||||||||
Redeemable convertible preferred stock, issued | 11,439,000 | ||||||||
Redeemable convertible preferred stock, outstanding | 11,439,000 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 3.4969 | ||||||||
Redeemable convertible preferred stock, net carrying value | $ 39,906 | ||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 40,000 | ||||||||
Series F Convertible Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 11,772,000 | ||||||||
Redeemable convertible preferred stock, issued | 12,218,000 | ||||||||
Redeemable convertible preferred stock, outstanding | 12,218,000 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 5.3199 | ||||||||
Redeemable convertible preferred stock, net carrying value | $ 64,833 | ||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 65,000 | ||||||||
Series G Convertible Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 18,537,000 | ||||||||
Redeemable convertible preferred stock, issued | 19,121,000 | ||||||||
Redeemable convertible preferred stock, outstanding | 19,121,000 | ||||||||
Convertible preferred stock, par value (in dollars per share) | $ 7.2536 | ||||||||
Redeemable convertible preferred stock, net carrying value | $ 137,353 | ||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 138,698 | ||||||||
[1] | (1) The shares of the Company's common and redeemable convertible preferred stock, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio of approximately 1.0379 established in the Merger described in Note 1. |
Stock Warrants - Narrative (Det
Stock Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 12, 2022 | Jul. 30, 2021 | Jan. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 14, 2021 | Jul. 29, 2021 |
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 8,074,144 | 1,118,000 | ||||||
Number of shares called by each warrant (in shares) | 1 | |||||||
Exercise price of warrant (in dollars per share) | $ 11.50 | |||||||
Change in fair value of derivative warrant liabilities | $ 2,089 | $ 0 | $ 0 | |||||
Number of warrants exercised (in shares) | 631,000 | |||||||
Issuance of common stock from net exercises of warrants (in shares) | 448,000 | |||||||
Subsequent Event | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 0 | |||||||
Exercise price of warrant (in dollars per share) | $ 0.10 | |||||||
Redemption price per warrant (in dollars per share) | $ 0.10 | |||||||
Class A common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of shares of common stock called by warrants (in shares) | 8,074,164 | |||||||
Class A common Stock | Subsequent Event | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of shares called by each warrant (in shares) | 0.2558 | |||||||
Issuance of common stock from net exercises of warrants (in shares) | 2,046,220 | |||||||
Private Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 2,574,164 | 2,574,000 | 5,166,667 | |||||
Warrants, forfeited (in shares) | 2,592,503 | |||||||
Period where warrants are not transferable, assignable or salable, after merger completion | 30 days | |||||||
Public Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 5,500,000 | 5,500,000 | ||||||
Exercise price of warrant (in dollars per share) | $ 11.50 | |||||||
Warrants, minimum number of days for written notice of redemption | 30 days | |||||||
Redemption price per warrant (in dollars per share) | $ 0.01 | |||||||
Reference value of common stock for warrants to be redeemed (in dollars per share) | $ 18 | |||||||
Warrant, number of trading days of sale price of common stock for redemption | 20 days | |||||||
Warrant, number of consecutive trading days | 30 days | |||||||
Number of warrants exercised (in shares) | 1,362,540 | |||||||
Public Warrants | Class A common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Redemption price per warrant (in dollars per share) | $ 0.10 | |||||||
Reference value of common stock for warrants to be redeemed (in dollars per share) | $ 10 | |||||||
Warrant, number of trading days of sale price of common stock for redemption | 20 days | |||||||
Warrant, number of consecutive trading days | 30 days | |||||||
Outstanding common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 0 | |||||||
Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant liability | $ 22,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jul. 31, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($)shares | Sep. 30, 2021 | Mar. 31, 2020 | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jul. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options outstanding under the 2011 Plan (in shares) | 18,058,000 | 24,700,000 | 24,911,000 | |||||
Total (in shares) | 42,900,000 | 121,831,000 | ||||||
Shares per option (in shares) | 1.2006 | |||||||
Weighted-average grant-date fair value of options granted (in dollars per share) | $ / shares | $ 0.59 | $ 1.51 | ||||||
Grants in period (in shares) | 0 | 11,258,000 | ||||||
Aggregate intrinsic value of stock options exercised | $ | $ 40,900 | $ 2,400 | $ 2,100 | |||||
Fair value of options vested | $ | 3,900 | 5,000 | 4,100 | |||||
Unrecognized compensation cost related to unvested stock options | $ | 4,200 | |||||||
Percent of positions eliminated (in percentage) | 50.00% | |||||||
Weighted-average remaining contractual term of vested stock options (days) | 3 years | 90 days | ||||||
Stock-based compensation expense | $ | $ 11,061 | $ 5,541 | $ 4,067 | |||||
Weighted-average exercise price of outstanding options held by current employees (in dollars per share) | $ / shares | $ 1.60 | $ 1.45 | $ 1.65 | |||||
Weighted average remaining contractual term of options outstanding | 6 years 1 month 6 days | 6 years 4 months 24 days | 7 years 1 month 6 days | |||||
Incremental intrinsic value of vested options held by current employees | $ | $ 400 | |||||||
Share-based Payment Arrangement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total (in shares) | 14,083,000 | |||||||
Grants in period (in shares) | 3,348,000 | |||||||
Outstanding stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grants in period (in shares) | 11,258,000 | |||||||
Weighted-average remaining contractual term for unvested stock options | 1 year 8 months 12 days | |||||||
Modified options | Terminated Employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options outstanding under the 2011 Plan (in shares) | 3,102,000 | |||||||
Stock-based compensation expense | $ | $ 300 | |||||||
Modified options | Current Employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options outstanding under the 2011 Plan (in shares) | 6,800,000 | |||||||
Unrecognized compensation cost related to unvested stock options | $ | $ 300 | |||||||
Stock-based compensation expense | $ | $ 400 | $ 600 | ||||||
Exercise price threshold (in dollars per share) | $ / shares | $ 1.99 | |||||||
Weighted-average exercise price of outstanding options held by current employees (in dollars per share) | $ / shares | $ 1.99 | |||||||
Weighted average remaining contractual term of options outstanding | 10 years | |||||||
2011 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options outstanding under the 2011 Plan (in shares) | 20,400,000 | |||||||
2021 Plan | Share-based Payment Arrangement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total (in shares) | 14,100,000 | 17,200,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options Available for Grant | |||
Number of options granted (in shares) | 0 | (11,258,000) | |
Number of options cancelled and forfeited (in shares) | 2,008,000 | 10,562,000 | |
Total (in shares) | 42,900,000 | 121,831,000 | |
Number of Options Outstanding | |||
Number of options outstanding at period start (in shares) | 24,700,000 | 24,911,000 | |
Issuance of common stock from granted of stock options (in shares) | 0 | (11,258,000) | |
Number of options exercised (in shares) | (4,634,000) | (907,000) | |
Number of options cancelled and forfeited (in shares) | (2,008,000) | (10,562,000) | |
Number of options outstanding at period end (in shares) | 18,058,000 | 24,700,000 | 24,911,000 |
Weighted- Average Exercise Price Per Share | |||
Weighted average exercise price of outstanding options at period start (in shares) | $ 1.45 | $ 1.65 | |
Weighted average exercise price of options granted (in shares) | 2.08 | ||
Weighted average exercise price of options exercised (in shares) | 0.93 | 0.85 | |
Weighted average exercise price of options cancelled and forfeited (in shares) | 1.17 | 2.67 | |
Weighted average exercise price of outstanding options at period end (in shares) | $ 1.60 | $ 1.45 | $ 1.65 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual term of options outstanding | 6 years 1 month 6 days | 6 years 4 months 24 days | 7 years 1 month 6 days |
Aggregate intrinsic value of options outstanding | $ 147,219 | $ 83,570 | $ 34,776 |
Number of options vested and exercisable (in shares) | 14,342,000 | ||
Weighted average exercise price of options vested and exercisable (in shares) | $ 1.48 | ||
Weighted average remaining contractual term of options vested and exercisable | 5 years 7 months 6 days | ||
Aggregate intrinsic value of options vested and exercisable | $ 118,563 | ||
Previously Reported | |||
Number of Options Outstanding | |||
Number of options outstanding at period start (in shares) | 20,749,000 | ||
Number of options outstanding at period end (in shares) | 20,749,000 | ||
Weighted- Average Exercise Price Per Share | |||
Weighted average exercise price of outstanding options at period start (in shares) | $ 1.98 | ||
Weighted average exercise price of outstanding options at period end (in shares) | $ 1.98 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual term of options outstanding | 7 years 1 month 6 days | ||
Aggregate intrinsic value of options outstanding | $ 34,776 | ||
Revision of Prior Period, Adjustment | |||
Number of Options Outstanding | |||
Number of options outstanding at period start (in shares) | 4,162,000 | ||
Number of options outstanding at period end (in shares) | 4,162,000 | ||
Outstanding stock options | |||
Options Available for Grant | |||
Number of shares available for grant at period start (in shares) | 5,199,000 | 4,094,000 | |
Number of additional shares authorized (in shares) | 1,801,000 | ||
Number of options granted (in shares) | (11,258,000) | ||
Number of options cancelled and forfeited (in shares) | 10,562,000 | ||
Number of shares available for grant at period end (in shares) | 5,199,000 | 4,094,000 | |
Number of Options Outstanding | |||
Issuance of common stock from granted of stock options (in shares) | (11,258,000) | ||
Number of options cancelled and forfeited (in shares) | (10,562,000) | ||
Outstanding stock options | Previously Reported | |||
Options Available for Grant | |||
Number of shares available for grant at period start (in shares) | 3,410,000 | ||
Number of shares available for grant at period end (in shares) | 3,410,000 | ||
Outstanding stock options | Revision of Prior Period, Adjustment | |||
Options Available for Grant | |||
Number of shares available for grant at period start (in shares) | 684,000 | ||
Number of shares available for grant at period end (in shares) | 684,000 | ||
Share-based Payment Arrangement | |||
Options Available for Grant | |||
Number of additional shares authorized (in shares) | 17,200,000 | ||
Number of options granted (in shares) | (3,348,000) | ||
Number of options cancelled in connection with termination of 2011 Plan (in shares) | (7,005,000) | ||
Number of options cancelled and forfeited (in shares) | 2,037,000 | ||
Total (in shares) | 14,083,000 | ||
Number of Options Outstanding | |||
Issuance of common stock from granted of stock options (in shares) | (3,348,000) | ||
Number of options cancelled and forfeited (in shares) | (2,037,000) |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Range of Assumptions Used to Estimate Fair Value of Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.24% | 1.38% |
Risk-free interest rate, maximum | 1.43% | 2.60% |
Volatility, minimum | 49.00% | 44.50% |
Volatility, maximum | 54.80% | 46.30% |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 3 years 11 months 26 days | 4 years 6 months 3 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 9 months 18 days | 6 years 9 months |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested, beginning of period (in shares) | shares | 0 |
Grants (in shares) | shares | 3,348 |
Vested (in shares) | shares | (456) |
Forfeited (in shares) | shares | (29) |
Unvested, end of period (in shares) | shares | 2,863 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested Weighted Average Grant Date Fair Value, beginning of period (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 12.05 |
Vested (in dollars per share) | $ / shares | 12.25 |
Forfeited (in dollars per share) | $ / shares | 12.15 |
Unvested Weighted Average Grant Date Fair Value, end of period (in dollars per share) | $ / shares | $ 12.02 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | |
Unvested aggregate intrinsic value | $ | $ 27,919 |
Fair value of RSUs vested | $ | $ 5,600 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 11,061 | $ 5,541 | $ 4,067 |
Operations and support | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 545 | 299 | 277 |
Marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 725 | 397 | 301 |
Product development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 3,821 | 1,873 | 1,486 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 5,970 | $ 2,972 | $ 2,003 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Loss before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (64,394) | $ (56,758) | $ (48,650) |
Foreign | 119 | (821) | (3,532) |
Loss before income taxes | $ (64,275) | $ (57,579) | $ (52,182) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Provision for Benefit from Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expense: | |||
U.S. Federal | $ 0 | $ 0 | $ 0 |
State | (49) | (5) | (29) |
Foreign | 3 | (204) | (91) |
Total current | (46) | (209) | (120) |
Deferred tax expense: | |||
U.S. Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 272 | 303 | 588 |
Total deferred tax benefit | 272 | 303 | 588 |
Total income tax benefit | $ 226 | $ 94 | $ 468 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Rate to the Company's Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal income taxes at statutory rate | 21.00% | 21.00% | 21.00% |
State taxes, net of federal benefit | 4.50% | 1.60% | 1.70% |
Tax credits | 0.10% | 0.20% | 1.60% |
Equity compensation | 8.40% | (0.90%) | (1.00%) |
Nondeductible revaluation | (14.40%) | 0.00% | 0.00% |
Change in valuation allowance | (20.80%) | (20.90%) | (20.60%) |
Transaction costs | 1.20% | 0.00% | 0.00% |
Other, net | 0.40% | (0.80%) | (1.80%) |
Effective income tax rate | 0.40% | 0.20% | 0.90% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 66,151 | $ 55,649 |
Tax credit carryforward | 2,364 | 2,298 |
Reserves and accruals | 1,166 | 909 |
Stock based compensation | 1,551 | 1,011 |
Property, plant and equipment | 0 | 214 |
Lease liability | 6,535 | 0 |
Intangibles | 651 | 0 |
Other | 2,311 | 898 |
Total deferred tax assets | 80,729 | 60,979 |
Less: Deferred tax assets valuation allowance | (71,565) | (57,225) |
Total deferred tax assets, net of valuation allowance | 9,164 | 3,754 |
Deferred tax liabilities: | ||
Capitalized internal-use software costs | (2,356) | (2,477) |
Intangibles | 0 | (42) |
Property, plant and equipment | (340) | 0 |
Right-of-use assets | (4,991) | 0 |
Total deferred tax liabilities | (7,687) | (2,519) |
Net deferred tax assets | $ 1,477 | $ 1,235 |
Income Taxes - Summary of Rollf
Income Taxes - Summary of Rollforward of Valuation Allowance (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 57,225 | $ 45,180 | $ 34,435 |
Increase in valuation allowance | 14,340 | 12,045 | 10,745 |
Balance at end of period | $ 71,565 | $ 57,225 | $ 45,180 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Likelihood of deferred tax assets not realized | 50.00% | ||
Change in ownership interest of significant stockholders | 50.00% | ||
Effective tax rate | 0.40% | 0.20% | 0.90% |
Growth Capital Advance Component | |||
Income Taxes [Line Items] | |||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 353,000,000 | ||
Federal | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | 271,300,000 | ||
Operating loss carryforwards, not subject to limitation | 170,700,000 | ||
State | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | 132,600,000 | ||
Foreign | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 5,900,000 |
Income Taxes - Schedule of Gros
Income Taxes - Schedule of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning of period | $ 574 | $ 550 | $ 383 |
Current year tax position increases | 17 | 24 | 167 |
End of period | $ 591 | $ 574 | $ 550 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (64,049) | $ (57,485) | $ (51,714) |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 89,004 | 29,896 | 29,138 |
Weighted-average shares used in computing net loss per share, basic (in shares) | 89,004 | 29,896 | 29,138 |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.72) | $ (1.92) | $ (1.77) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.72) | $ (1.92) | $ (1.77) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Antidilutive (Details) - shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 28,124,000 | 116,632,000 | 116,506,000 | |
Rover Earnout Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Earnout shares (in shares) | 2,193,000 | 19,734,183 | ||
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 90,814,000 | 90,805,000 | ||
Outstanding stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 18,058,000 | 24,700,000 | 24,911,000 | |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,863,000 | |||
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,118,000 | 790,000 | ||
Private Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,574,000 | |||
Public Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,137,000 | |||
Sponsor Earnout Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 492,000 | |||
Rover Earnout Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,192,687 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Percent of positions eliminated (in percentage) | 50.00% | |
Total restructuring charges | $ 3,763 | |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Incurred cost | $ 3,800 | |
Operations and support | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 796 | |
Marketing | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 593 | |
Product development | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 1,743 | |
General and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 631 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Jul. 30, 2021 | Jan. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of common stock from net exercises of warrants (in shares) | 448,000 | |||
Number of shares called by each warrant (in shares) | 1 | |||
Exercise price of warrant (in dollars per share) | $ 11.50 | |||
Warrants outstanding (in shares) | 8,074,144 | 1,118,000 | ||
Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price of warrant (in dollars per share) | $ 0.10 | |||
Warrants redeemed (in shares) | 74,631 | |||
Warrants outstanding (in shares) | 0 | |||
Subsequent Event | Class A common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of common stock from net exercises of warrants (in shares) | 2,046,220 | |||
Number of shares called by each warrant (in shares) | 0.2558 | |||
Subsequent Event | Public Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants exercised (in shares) | 5,425,349 | |||
Warrants exercised, percent of total warrants | 98.60% | |||
Subsequent Event | Private Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants exercised (in shares) | 2,574,164 | |||
Warrants exercised, percent of total warrants | 100.00% |