Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39774 | |
Entity Registrant Name | Rover Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ROVR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 182,781,527 | |
Entity Central Index Key | 0001826018 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 123,337,000 | $ 278,904,000 |
Short-term investments | 140,468,000 | 0 |
Accounts receivable, net | 38,241,000 | 26,023,000 |
Prepaid expenses and other current assets | 6,195,000 | 6,113,000 |
Total current assets | 308,241,000 | 311,040,000 |
Property and equipment, net | 19,981,000 | 20,874,000 |
Operating lease right-of-use assets | 19,970,000 | 21,495,000 |
Intangible assets, net | 7,912,000 | 4,469,000 |
Goodwill | 37,119,000 | 33,159,000 |
Deferred tax asset, net | 1,290,000 | 1,477,000 |
Long-term investments | 24,633,000 | 4,292,000 |
Other noncurrent assets | 276,000 | 348,000 |
Total assets | 419,422,000 | 397,154,000 |
Current liabilities | ||
Accounts payable | 5,961,000 | 5,043,000 |
Accrued compensation and related expenses | 5,223,000 | 6,600,000 |
Accrued expenses and other current liabilities | 3,757,000 | 3,021,000 |
Deferred revenue | 12,352,000 | 3,077,000 |
Pet parent deposits | 53,618,000 | 28,269,000 |
Pet care provider liabilities | 3,979,000 | 10,894,000 |
Operating lease liabilities, current portion | 2,314,000 | 2,433,000 |
Total current liabilities | 87,204,000 | 59,337,000 |
Operating lease liabilities, net of current portion | 23,606,000 | 25,198,000 |
Derivative warrant liabilities | 0 | 19,943,000 |
Other noncurrent liabilities | 1,627,000 | 84,000 |
Total liabilities | 112,437,000 | 104,562,000 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 10,000 shares authorized as of June 30, 2022 and December 31, 2021; no shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 0 | 0 |
Class A common stock, $0.0001 par value, 990,000 shares authorized as of June 30, 2022 and December 31, 2021; 182,776 and 177,342 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 18,000 | 18,000 |
Additional paid-in capital | 640,072,000 | 612,680,000 |
Accumulated other comprehensive (loss) income | (1,001,000) | 220,000 |
Accumulated deficit | (332,104,000) | (320,326,000) |
Total stockholders’ equity | 306,985,000 | 292,592,000 |
Total liabilities and stockholders’ equity | $ 419,422,000 | $ 397,154,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
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 | 990,000,000 |
Common stock, shares issued (in shares) | 182,776,000 | 177,342,000 |
Common stock, shares outstanding (in shares) | 182,776,000 | 177,342,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 43,371 | $ 24,482 | $ 71,195 | $ 36,678 |
Costs and expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 10,521 | 6,283 | 18,369 | 10,459 |
Operations and support | 6,485 | 3,482 | 11,840 | 5,715 |
Marketing | 11,027 | 4,462 | 18,358 | 7,128 |
Product development | 6,647 | 5,086 | 13,280 | 9,554 |
General and administrative | 11,477 | 5,732 | 23,017 | 12,368 |
Depreciation and amortization | 1,175 | 1,849 | 2,871 | 3,699 |
Total costs and expenses | 47,332 | 26,894 | 87,735 | 48,923 |
Loss from operations | (3,961) | (2,412) | (16,540) | (12,245) |
Other income (expense), net: | ||||
Interest income | 658 | 4 | 797 | 8 |
Interest expense | (24) | (703) | (42) | (1,400) |
Change in fair value of derivative warrant liabilities | 0 | 0 | 4,579 | 0 |
Other expense, net | (532) | (26) | (788) | (77) |
Total other income (expense), net | 102 | (725) | 4,546 | (1,469) |
Loss before income taxes | (3,859) | (3,137) | (11,994) | (13,714) |
Benefit from income taxes | 227 | 331 | 216 | 317 |
Net loss | $ (3,632) | $ (2,806) | $ (11,778) | $ (13,397) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.02) | $ (0.09) | $ (0.07) | $ (0.43) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.02) | $ (0.09) | $ (0.07) | $ (0.43) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 181,730 | 31,333 | 180,707 | 31,438 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 181,730 | 31,333 | 180,707 | 31,438 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (3,632) | $ (2,806) | $ (11,778) | $ (13,397) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (164) | 8 | (225) | 29 |
Unrealized loss on available-for-sale securities | (586) | 0 | (996) | 0 |
Other comprehensive (loss) income | (750) | 8 | (1,221) | 29 |
Comprehensive loss | $ (4,382) | $ (2,798) | $ (12,999) | $ (13,368) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) $ in Thousands | USD ($) shares | Common Stock USD ($) shares | Additional Paid-In Capital USD ($) | Accumulated Other Comprehensive Income (Loss) USD ($) | Accumulated Deficit USD ($) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Recapitalization exchange ratio | 1.0379 | |||||||
Common stock, beginning balance (in shares) at Dec. 31, 2020 | shares | [1] | 30,398,000 | ||||||
Beginning balance at Dec. 31, 2020 | $ (202,112) | $ 3 | [1] | $ 53,909 | [1] | $ 253 | $ (256,277) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from exercises of stock options (in shares) | shares | [1] | 470,000 | ||||||
Exercise of stock options and issuance of common stock | 666 | 666 | [1] | |||||
Stock-based compensation | 1,001 | 1,001 | [1] | |||||
Foreign currency translation adjustments | 21 | 21 | ||||||
Net loss | (10,591) | (10,591) | ||||||
Common stock, ending balance (in shares) at Mar. 31, 2021 | shares | [1] | 30,868,000 | ||||||
Beginning balance at Mar. 31, 2021 | $ (211,015) | $ 3 | [1] | 55,576 | [1] | 274 | (266,868) | |
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Dec. 31, 2020 | shares | [1] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, beginning balance at Dec. 31, 2020 | [1] | $ 290,427 | ||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Mar. 31, 2021 | shares | [1] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, ending balance at Mar. 31, 2021 | [1] | $ 290,427 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2020 | shares | [1] | 30,398,000 | ||||||
Beginning balance at Dec. 31, 2020 | (202,112) | $ 3 | [1] | 53,909 | [1] | 253 | (256,277) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Foreign currency translation adjustments | 29 | |||||||
Unrealized loss on available-for-sale securities | 0 | |||||||
Net loss | (13,397) | |||||||
Common stock, ending balance (in shares) at Jun. 30, 2021 | shares | 31,591,000 | |||||||
Beginning balance at Jun. 30, 2021 | $ (211,850) | $ 3 | 57,539 | 282 | (269,674) | |||
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Dec. 31, 2020 | shares | [1] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, beginning balance at Dec. 31, 2020 | [1] | $ 290,427 | ||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2021 | shares | 90,814,000 | |||||||
Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2021 | $ 290,427 | |||||||
Common stock, beginning balance (in shares) at Mar. 31, 2021 | shares | [1] | 30,868,000 | ||||||
Beginning balance at Mar. 31, 2021 | (211,015) | $ 3 | [1] | 55,576 | [1] | 274 | (266,868) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from exercises of stock options (in shares) | shares | 392,000 | |||||||
Exercise of stock options and issuance of common stock | 816 | 816 | ||||||
Issuance of common stock from net exercises of warrants (in shares) | shares | 331,000 | |||||||
Stock-based compensation | 1,147 | 1,147 | ||||||
Foreign currency translation adjustments | 8 | 8 | ||||||
Unrealized loss on available-for-sale securities | 0 | |||||||
Net loss | (2,806) | (2,806) | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2021 | shares | 31,591,000 | |||||||
Beginning balance at Jun. 30, 2021 | $ (211,850) | $ 3 | 57,539 | 282 | (269,674) | |||
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Mar. 31, 2021 | shares | [1] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, beginning balance at Mar. 31, 2021 | [1] | $ 290,427 | ||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2021 | shares | 90,814,000 | |||||||
Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2021 | $ 290,427 | |||||||
Increase (Decrease) in Stockholders' 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] | ||||||||
Recapitalization exchange ratio | 1.0379 | |||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | shares | 177,342,000 | |||||||
Beginning balance at Dec. 31, 2021 | $ 292,592 | $ 18 | 612,680 | 220 | (320,326) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Reclassification of derivative warrant liability and issuance of common stock from exercises of warrants (in shares) | shares | 2,046,000 | |||||||
Reclassification of derivative warrant liability and issuance of common stock from exercises of warrants | 15,356 | 15,356 | ||||||
Issuance of common stock from exercises of stock options (in shares) | shares | 2,442,000 | |||||||
Exercise of stock options and issuance of common stock | 2,353 | 2,353 | ||||||
Taxes paid on net share settlement | (393) | (393) | ||||||
Stock-based compensation | 4,447 | 4,447 | ||||||
Foreign currency translation adjustments | (61) | (61) | ||||||
Unrealized loss on available-for-sale securities | (410) | (410) | ||||||
Net loss | (8,146) | (8,146) | ||||||
Common stock, ending balance (in shares) at Mar. 31, 2022 | shares | 181,830,000 | |||||||
Beginning balance at Mar. 31, 2022 | 305,738 | $ 18 | 634,443 | (251) | (328,472) | |||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | shares | 177,342,000 | |||||||
Beginning balance at Dec. 31, 2021 | $ 292,592 | $ 18 | 612,680 | 220 | (320,326) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from exercises of stock options (in shares) | shares | 2,745,000 | |||||||
Foreign currency translation adjustments | $ (225) | |||||||
Unrealized loss on available-for-sale securities | (996) | |||||||
Net loss | (11,778) | |||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | shares | 182,776,000 | |||||||
Beginning balance at Jun. 30, 2022 | 306,985 | $ 18 | 640,072 | (1,001) | (332,104) | |||
Common stock, beginning balance (in shares) at Mar. 31, 2022 | shares | 181,830,000 | |||||||
Beginning balance at Mar. 31, 2022 | 305,738 | $ 18 | 634,443 | (251) | (328,472) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from exercises of stock options (in shares) | shares | 946,000 | |||||||
Exercise of stock options and issuance of common stock | 1,438 | 1,438 | ||||||
Taxes paid on net share settlement | (908) | (908) | ||||||
Stock-based compensation | 5,099 | 5,099 | ||||||
Foreign currency translation adjustments | (164) | (164) | ||||||
Unrealized loss on available-for-sale securities | (586) | (586) | ||||||
Net loss | (3,632) | (3,632) | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | shares | 182,776,000 | |||||||
Beginning balance at Jun. 30, 2022 | $ 306,985 | $ 18 | $ 640,072 | $ (1,001) | $ (332,104) | |||
[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. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net loss | $ (11,778) | $ (13,397) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation | 9,144 | 2,148 |
Depreciation and amortization | 6,325 | 7,177 |
Non-cash operating lease costs | 1,502 | 950 |
Change in fair value of derivative warrant liabilities | (4,579) | 0 |
Net accretion of investment discounts | (76) | 0 |
Amortization of debt issuance costs | 0 | 238 |
Deferred income taxes | (246) | (329) |
Loss on disposal of property and equipment | 16 | 10 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (12,168) | (9,188) |
Prepaid expenses and other current assets | 28 | 712 |
Other noncurrent assets | 14 | 38 |
Accounts payable | 636 | 1,512 |
Accrued expenses and other current liabilities | (1,277) | 980 |
Deferred revenue and pet parent deposits | 34,540 | 33,321 |
Pet care provider liabilities | (6,915) | 2,540 |
Operating lease liabilities | (1,687) | (1,057) |
Other noncurrent liabilities | 131 | 111 |
Net cash provided by operating activities | 13,610 | 25,766 |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (389) | (393) |
Capitalization of internal-use software | (3,727) | (2,988) |
Proceeds from disposal of property and equipment | 0 | 19 |
Acquisition of businesses, net of cash acquired | (5,711) | 0 |
Purchases of available-for-sale securities | (174,328) | 0 |
Maturities of available-for-sale securities | 12,600 | 0 |
Net cash used in investing activities | (171,555) | (3,362) |
FINANCING ACTIVITIES | ||
Proceeds from exercise of stock options and issuance of common stock | 3,791 | 1,482 |
Redemption of stock warrants | (7) | 0 |
Taxes paid related to settlement of equity awards | (1,301) | 0 |
Payment of deferred transaction costs related to reverse recapitalization | 0 | (1,352) |
Net cash provided by financing activities | 2,483 | 130 |
Effect of exchange rate changes on cash and cash equivalents | (105) | 4 |
Net (decrease) increase in cash and cash equivalents | (155,567) | 22,538 |
Cash and cash equivalents, beginning of period | 278,904 | 80,848 |
Cash and cash equivalents, end of period | 123,337 | 103,386 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for income taxes | 45 | 7 |
Cash paid for interest | 7 | 1,138 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Reclassification of certain derivative warrant liabilities to equity upon exercise | 15,356 | 0 |
Deferred transaction costs included in accrued expenses and other current liabilities | 0 | 3,430 |
Recognition of indemnity holdback liabilities upon acquisition of businesses | 1,563 | 0 |
Stock-based compensation capitalized to internal-use software | $ 402 | $ 0 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
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 the “Company”) is headquartered in Seattle, Washington, with offices in Spokane, Washington and internationally in Barcelona, Spain. The Company has also hired employees for a possible second operations center in San Antonio, Texas. The Company provides an online marketplace and other related tools, support and services that pet parents and pet care 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. (“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 ongoing COVID-19 pandemic continues to impact communities globally, including in the markets the Company serves in the United States, Canada and Europe, which in turn impacts our business. Although the Company has seen signs of demand improving as COVID-19 case counts trended down, particularly compared to the first year of the pandemic, demand levels continue to be negatively affected by the impact of variants and changes in case counts, especially with pet parents and pet care providers being infected with COVID-19. 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 or changed travel and work behaviors resulting from the pandemic, has continued to affect the Company’s financial results in 2022 and may do so for some time. 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 the Company’s knowledge and control, including but not limited to the duration, severity and spread of 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. 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 $332.1 million as of June 30, 2022. 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 condensed 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. 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. If 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 | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The condensed 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 accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021. The information as of December 31, 2021 included in the condensed consolidated balance sheets was derived from those audited financial statements. 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 more information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial information. The condensed consolidated results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period. Use of Estimates The preparation of condensed 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 condensed 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, and stock-based compensation expense. These estimates and assumptions are based on information available as of the date of the condensed 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. 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 care providers based in the United States. Foreign Currencies 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 condensed consolidated statements of operations. The net effect of foreign currency losses was $0.5 million and $0.8 million for the three and six months ended June 30, 2022, respectively, and was not material during the three and six months ended June 30, 2021. 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, or any material disruption to the Company’s business. 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 and investment balances with major financial institutions that management assesses to be of high-credit quality and also limits purchases of debt securities to investment-grade securities. For the three and six months ended June 30, 2022 and 2021, no individual pet care provider, pet parent, or affiliate represented 10% or more of the Company’s revenue. As of June 30, 2022 and December 31, 2021, accounts receivable was $38.2 million and $26.0 million, respectively, and was comprised primarily of amounts due from payment processors who collected payment from pet parents on behalf of the Company. Accounts receivable settle relatively quickly, and the Company’s historical experience of losses has not been significant. Revenue Recognition Marketplace Platform Revenue The Company operates an online marketplace that provides a platform for pet parents and pet care providers to communicate and arrange for pet services. The Company derives its revenue principally from pet parents’ and pet care providers’ use of the Company’s platform and related services that enable pet care providers to offer, book, and fulfill pet services. The Company enters into terms of service with pet care providers and pet parents who wish to use the Company’s platform. The terms of service define the rights and responsibilities of pet care providers and pet parents 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 care provider on the Company’s platform (a booking). The fixed percentage service fees are established at the time a pet parent or pet care 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 care provider and the Company upon the creation of a booking and after the pet care 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 care 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 care 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 care 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 care provider and a pet parent. As such, the Company has determined that its sole performance obligation is to facilitate a connection between pet care 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 care 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 care providers and pet parents primarily in the United States, as well as Canada, the United Kingdom and Western Europe. From time to time, the Company issues credits or refunds to its pet parents or pet care providers as a result of customer satisfaction matters. Such amounts are and have historically been immaterial. Judgment is required in determining whether the Company is the principal or agent in transactions with pet care 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 care providers and pet parents because, among other factors, it is not responsible for the delivery of pet services provided by the pet care 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 care 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. Provider Onboarding Revenue The Company earns revenue from non-refundable provider onboarding fees by completing quality assurance reviews of new pet care provider profiles and by arranging for background checks, which are performed by a third party. Pet care providers pay the onboarding fee at the time of sign up. The Company recognizes revenue related to provider onboarding services at a point-in-time upon satisfaction of the related performance obligation, determined to be the completion of the quality assurance review of the pet care provider's profile and background check. Pet Parent Deposits and Pet Care 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 settled through our payment processor and derecognized. In addition, we hold pet care provider liabilities relating to stays completed prior to the implementation of our current payment processor and related systems where payment has not yet been requested by the pet care provider. The Company is subject to compliance with escheat laws applicable by jurisdiction where pet care providers do not claim the amounts owed to them for services rendered. Rover Guarantee In connection with services provided to facilitate the connections between pet care provider and pet parent, the Company provides a contractual guarantee to reimburse pet parents or pet care providers for certain expenses arising from injuries or other damages incurred during a service booked through the Company’s platform, subject to specified conditions (the “Rover Guarantee”). The Company’s obligation under the Rover Guarantee is accounted for in accordance with Accounting Standards Codification Topic 460, Guarantees . As a result, the Company estimates the fair value of the liability incurred in connection with providing the Rover Guarantee and records such amounts in accrued expenses and other current liabilities within the Company’s condensed consolidated balance sheets. 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, operations and support costs associated with onboarding new pet care providers, costs related to the Rover Guarantee, and other direct and indirect costs arising as a result of bookings that take place on our platform. Marketing Advertising expenses were $8.8 million and $14.1 million during the three and six months ended June 30, 2022, respectively, and $2.9 million and $4.1 million during the three and six months ended June 30, 2021, respectively. 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 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 adopted this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard did not have a material impact on the Company’s condensed 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 adopted this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard did not have an immediate impact on the Company’s condensed 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 adopted this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard did not have an immediate impact on the Company’s condensed 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 adopted 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 did not have an immediate impact on the Company’s condensed 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 adopted this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard did not have an immediate impact on the Company’s condensed consolidated financial statements, but the new guidance will be applied to all business combinations completed after the adoption date. In November 2021, the FASB issued 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 adopted this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard did not have an immediate impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2022, the FASB issued ASU No. 2022-02 Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendment in this ASU provides an update to: (1) troubled debt restructurings guidance in Subtopic 310-40 and enhances disclosure requirements for certain loan refinancings and restructurings; and (2) requires public entities to disclose current period gross write-offs by year of origination for financing receivables and net investments in leases. The guidance is effective for the Company for the year beginning after December 15, 2022. The Company will adopt this standard on January 1, 2023 using the prospective transition method. We do not expect the adoption of the new standard to have a material impact on the Company’s consolidated financial statements but will continue to evaluate the new standard in future accounting periods. In June 2022, the FASB issued ASU No. 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restriction. The amendment in this ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This amendment also requires public entities to add certain disclosures for equity securities subject to contractual sale restrictions. The guidance is effective for the Company for the year beginning after December 15, 2023. The Company will adopt this standard on January 1, 2024 using the prospective transition method. We do not expect the adoption of the new standard to have a material impact on the Company’s consolidated financial statements but will continue to evaluate the new standard in future accounting periods. |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2022 | |
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) Sponsor Earnout Shares outstanding prior to the Merger 6,875,000 Less forfeiture of 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 shares held by Nebula Caravel Holdings, LLC, the sponsor of Caravel and a greater than five percent stockholder of the Company (the “Sponsor”), vested, 975,873 were forfeited and 2,461,627 shares remained outstanding and unvested (the “Sponsor Earnout Shares”). 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 of the Sponsor Earnout 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 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 the Company; • Legacy Rover will have the ability to nominate a majority of the members of the board of directors of the Company; • Legacy Rover’s operations prior to the acquisition comprising the only ongoing operations of the Company; • Legacy Rover’s senior management comprising a majority of the senior management of the Company; and • the Company substantially assuming the Legacy Rover name. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations On June 15, 2022, the Company acquired all issued and outstanding stock of an early-stage company that operates a virtual dog training platform. The transaction was accounted for as a business combination. The total purchase price for this acquisition of $7.4 million includes a $1.6 million holdback for indemnity and subsequent adjustments that is expected to be paid within the 18-month holdback period. The purchase price was allocated as follows: $4.4 million to intangible assets (see Note 9—Goodwill and Intangible Assets for more information), ($1.0) million to net assets and liabilities assumed based on their estimated fair value on the acquisition date, and the remaining $4.0 million to goodwill. The goodwill from the acquisition is mainly attributable to expected synergies and other benefits. The goodwill is not tax deductible. The intangible assets will be amortized on a straight-line basis over their estimated useful lives of three Certain employees hired in conjunction with the acquisition will receive restricted stock units and retention bonuses that are subject to service conditions. We account for these awards and bonuses as a post-business combination expense. The Company incurred $0.4 million in acquisition-related costs for both the three and six months ended June 30, 2022, which were included in general and administrative expenses in the condensed consolidated statements of operations. Additional information existing as of the acquisition date but unknown to us may become known at a later time, such as matters related to intangible assets, goodwill, income taxes or other contingencies. In accordance with GAAP, if this occurs during the 12-month period subsequent to the acquisition date, we may update the amounts and allocations recorded as of the acquisition date. The results of operations for this acquisition have been included in the Company’s consolidated statements of operations since the date of acquisition. Actual and pro forma revenue and results of operations for the acquisition have not been presented because they would not have a material impact on the condensed consolidated results of operations. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
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 March 31, 2022 $ 9,054 Bookings and other 44,957 Revenue recognized (41,659) Balance at June 30, 2022 $ 12,352 Balance at December 31, 2021 $ 3,077 Bookings and other 77,677 Revenue recognized (68,402) Balance at June 30, 2022 $ 12,352 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | InvestmentsAvailable-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): June 30, 2022 Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable securities: Commercial paper $ 43,539 $ — $ (46) $ 43,493 Corporate securities 41,117 — (342) 40,775 US Government securities 76,438 — (550) 75,888 Asset-backed securities 2,492 — (26) 2,466 Agency bonds 2,505 — (26) 2,479 Total marketable securities $ 166,091 $ — $ (990) $ 165,101 December 31, 2021 Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable securities: Corporate securities $ 4,293 $ — $ (1) $ 4,292 Total marketable securities $ 4,293 $ — $ (1) $ 4,292 The contractual maturity of the available-for-sale investments were as follows (in thousands): June 30, 2022 Within 1 year 1 to 5 year More than 5 years Total Marketable securities: Commercial paper $ 43,493 $ — $ — $ 43,493 Corporate securities 25,686 15,089 — 40,775 US Government securities 67,310 8,578 — 75,888 Asset-backed securities 1,500 966 — 2,466 Agency bonds 2,479 — — 2,479 Total $ 140,468 $ 24,633 $ — $ 165,101 December 31, 2021 Within 1 year 1 to 5 year More than 5 years Total Marketable securities: Corporate securities $ — $ 4,292 $ — $ 4,292 Total $ — $ 4,292 $ — $ 4,292 The Company believes there were no fundamental issues such as credit losses or other factors with respect to any of its available-for-sale securities. The unrealized losses on investments in fixed-maturity securities were caused primarily by interest rate changes. It is expected that the securities would not be settled at a price less than par value of the investments. Because the declines in fair value are attributable to changes in interest rates or market conditions and not credit quality, and because the Company has the ability and intent to hold its available-for-sale investments until a market price recovery or maturity, the Company has not recognized any credit loss reserves at June 30, 2022. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 30,261 $ — $ — $ 30,261 Commercial paper — 21,794 — 21,794 Investments: Commercial paper — 43,493 — 43,493 Corporate securities — 40,775 — 40,775 US Government securities — 75,888 — 75,888 Asset-backed securities — 2,466 — 2,466 Agency bonds — 2,479 — 2,479 Total assets measured at fair value $ 30,261 $ 186,895 $ — $ 217,156 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 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 There were no transfers of financial instruments between valuation levels during the periods presented. Valuation of Private Placement Warrant Derivative Liability In December 2021, the Company announced that, pursuant to the terms of the Warrant Agreement, it would redeem all of the outstanding private placement warrants (“Private Warrants”) held by Nebula Caravel Holdings, LLC, the sponsor of Caravel and a greater than five percent stockholder of the Company, and public warrants (“Public Warrants” and, collectively, “Warrants”) that remained outstanding at 5:00 p.m. New York City time on January 12, 2022 (the “Redemption Date”). 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 from Level 3 to Level 2 financial instruments within the fair value hierarchy. In 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 (the “Redemption Price”) . 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 June 30, 2022, no Warrant liabilities were outstanding as the related carrying amount of the warrant liability was reclassified to stockholders’ equity during the first quarter 2022. The Company classifies financial instruments as Level 2 within the fair value hierarchy which 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 these Private Warrants, the Company may use certain information with respect to market transactions in substantially similar securities. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, net The following table presents the detail of property and equipment, net as follows (in thousands): June 30, December 31, Computers $ 1,509 $ 1,306 Furniture and fixtures 3,835 3,740 Leasehold improvements 13,663 13,663 Internal-use software 21,536 21,635 Total property and equipment 40,543 40,344 Less: Accumulated depreciation and amortization (20,562) (19,470) Total property and equipment, net $ 19,981 $ 20,874 Depreciation and amortization of property and equipment was $0.9 million and $1.9 million for the three and six months ended June 30, 2022, respectively, and $0.9 million and $1.9 million for the three and six months ended June 30, 2021, respectively. Depreciation and amortization of property and equipment was recorded to depreciation and amortization in the condensed consolidated statements of operations. The Company capitalized $2.2 million and $4.1 million of software development costs during the three and six months ended June 30, 2022, respectively, and $1.5 million and $3.0 million for the three and six months ended June 30, 2021, respectively. Internal-use software amortization was $1.8 million and $3.5 million for the three and six months ended June 30, 2022, respectively, and $1.8 million and $3.5 million during the three and six months ended June 30, 2021, respectively. Internal-use software amortization was recorded to cost of revenue (exclusive of depreciation and amortization shown separately) in the condensed consolidated statements of operations. In December 2021, the Company accelerated the amortization of $0.3 million in internal-use software related to its grooming service, which was discontinued. Accrued Expenses and Other Current Liabilities The following table presents the detail of accrued expenses and other current liabilities as follows (in thousands): June 30, December 31, Accrued merchant fees $ 106 $ 11 Income and other tax liabilities 1,394 1,074 Accrued legal expenses and open claims 786 488 Accrued professional services 743 918 Other current liabilities 728 530 Total accrued expenses and other current liabilities $ 3,757 $ 3,021 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The Company tests goodwill for impairment on an annual basis or sooner, if deemed necessary. No impairment of goodwill was recognized during any of the periods presented. The following table summarizes the changes in the carrying amount of goodwill (in thousands): Balance at December 31, 2021 $ 33,159 Recognized in business combination (see Note 4—Business Combinations ) 3,960 Balance at June 30, 2022 $ 37,119 Intangible Assets As of June 30, 2022, in addition to previously acquired intangible assets we have included an additional $4.4 million of intangible assets from the business combination discussed in Note 4—Business Combinations . Given the timing of this acquisition, there was no material accumulated amortization as of June 30, 2022. Additionally, certain intangible assets related to prior acquisitions were fully amortized during the quarter ended March 31, 2022 and have been written off as June 30, 2022. The gross book value and accumulated amortization of intangible assets were as follows (in thousands): June 30, 2022 Gross Book Accumulated Net Book Pet parent relationships $ 6,600 (3,071) $ 3,529 Shelter relationships 834 — 834 Technologies 1,696 — 1,696 Tradenames 1,302 — 1,302 Training curriculum 551 — 551 Total $ 10,983 $ (3,071) $ 7,912 December 31, 2021 Gross Book Accumulated Net Book Pet parent relationships $ 16,290 $ (11,869) $ 4,421 Tradenames 950 (902) 48 Total $ 17,240 $ (12,771) $ 4,469 The weighted average amortization period remaining as of June 30, 2022 for each class of intangible assets were as follows (in years): Pet parent relationships 4.3 Shelter relationships 5.0 Technologies 3.0 Tradenames 5.0 Training curriculum 3.0 Amortization expense related to acquired intangible assets for the three and six months ended June 30, 2022 was $0.2 million and $0.9 million, respectively, and $0.9 million and $1.8 million for the three and six months ended June 30, 2021, respectively. The Company did not recognize any intangible asset impairment losses for any of the periods presented. Based on amounts recorded at June 30, 2022, the Company estimates intangible asset amortization expense in each of the years ending December 31 as follows (in thousands): Remainder of 2022 $ 1,047 2023 1,979 2024 1,979 2025 1,605 2026 1,094 Thereafter 208 Total $ 7,912 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt In March 2020, the Company borrowed $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”). 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 June 30, 2022 and December 31, 2021, the Company had no debt outstanding. 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. 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 was able to 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. 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. Small Business Administration’s Paycheck Protection Program In April 2020, the Company entered into the PPP Promissory Note and Agreement, pursuant to which it incurred $8.1 million aggregate principal amount of term borrowings. The PPP loan was made under, and was subject to the terms and conditions of, |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
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 lease agreements expiring between 2022 and 2030. 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 one 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, and in May 2022 amended the sublease again to extend the term for one additional year. As of June 30, 2022, under the terms of the amended sublease agreement, the Company will receive an additional $0.9 million in base lease payments plus reimbursement of certain operating expenses over the remaining term of the sublease, which ends in October 2023. 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. As of June 30, 2022, under the terms of the sublease agreement, the Company will receive $1.2 million in base lease payments plus reimbursement of certain operating expenses over the remaining 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): Three Months Ended Six Months Ended 2022 2021 2022 2021 Operating lease cost $ 1,059 $ 983 $ 2,124 $ 1,965 Short-term lease cost — 59 — 118 Sublease income (302) (174) (606) (344) Total lease cost $ 757 $ 868 $ 1,518 $ 1,739 Other information related to leases was as follows (in thousands): Six Months Ended June 30, 2022 2021 Cash paid for operating lease liabilities $ 2,309 $ 2,072 Lease term and discount rate were as follows: As of As of Weighted-average discount rate 7.24 % 7.14 % Weighted-average remaining lease term (years) 7.28 7.65 Maturities of lease liabilities were as follows as of June 30, 2022 (in thousands): Year Ending December 31 Amounts Remainder of 2022 $ 1,903 2023 4,433 2024 4,563 2025 4,693 2026 4,429 Thereafter 13,781 Total lease payments 33,802 Less: imputed interest (7,882) Present value of lease liabilities 25,920 Less: current portion of lease liabilities (2,314) Total lease liabilities, noncurrent $ 23,606 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 condensed 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 care 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 condensed consolidated financial statements indicates it is probable a loss has been incurred as of the date of the condensed 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: (1) the proceedings are in preliminary stages; (2) specific damage amounts have not been sought; (3) damages sought are, in our view, unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of pending appeals or motions; or (5) 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 care 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. A nother pet care 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 hearing of this appeal before the Ninth Circuit has been scheduled for August 29, 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 care 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 alleging 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. On July 18, 2022, the court granted the Company’s motion to compel arbitration. On January 21, 2022, the same plaintiff filed 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, and on July 29, 2022, the Company filed a motion to compel arbitration. 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 condensed 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 condensed consolidated statements of operations during the period of the change and reflected in accrued and other current liabilities on the accompanying condensed 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 care providers who use online marketplaces are uncertain, unfavorable or unclear. Additionally, from time to time, the Company has been or may become subject to audit by taxing authorities or subject to other forms of inspection or audit, including audits related to employment classification matters. Due to the uncertainties inherent in the final outcome of such matters, the Company can give no assurance that it will prevail in such matters which could have an adverse effect on the Company’s business. As of June 30, 2022, the Company was not aware of any currently pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on its condensed consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 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. The Company subsequently redeemed all of its outstanding Public and Private Warrants in January 2022. In connection with the Warrant redemption, the Public Warrants ceased trading on The Nasdaq Global Market effective as of the close of trading on January 12, 2022, and have been delisted. The Warrant redemption had no effect on the trading of the Company’s Class A Common Stock, which continues to trade on The Nasdaq Global Market under the symbol “ROVR.” 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 June 30, 2022, the Company had 182.8 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 . |
Stock Warrants
Stock Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stock Warrants | Stock Warrants Public and Private Warrants Prior to the Merger, Caravel issued 5,166,667 Private Warrants to the Sponsor 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. In December 2021, the Company announced that, pursuant to the terms of the Warrant Agreement, it would redeem all of the Warrants that remained outstanding. On 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. In 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 who chose to cashless exercise their Warrants received 0.2558 shares of Class A Common Stock per Warrant in lieu of receiving the Redemption Price. 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 June 30, 2022, the Company had no Warrants outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 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 June 30, 2022, the Company had 8.7 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, 2021 14,083 Equity awards authorized — Equity awards granted (5,894) Equity awards canceled and forfeited 515 Balances as of June 30, 2022 8,704 Stock Options A summary of stock option activity is as follows (in thousands, except per share amounts and years): Number of Weighted- Weighted- Aggregate Balance as of December 31, 2021 18,058 $ 1.60 6.1 $ 147,219 Options exercised (2,745) 0.91 Options canceled and forfeited (192) 2.18 Balances as of June 30, 2022 15,121 $ 1.72 5.9 $ 31,002 Options vested and exercisable – June 30, 2022 12,731 $ 1.65 5.6 $ 26,857 There were no options granted during the six months ended June 30, 2022 and 2021. The aggregate intrinsic value of stock options exercised during the three and six months ended June 30, 2022 and was $2.2 million and $12.2 million, respectively, and was $3.1 million and $6.4 million during the three and six months ended June 30, 2021, respectively. The fair value of options vested during the three and six months ended June 30, 2022 was $0.7 million and $1.5 million, respectively, and was $0.9 million and $2.0 million during the three and six months ended June 30, 2021, respectively. Restricted Stock Units 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 RSU activity is as follows (in thousands, except per share amounts): Number of Weighted- Aggregate Unvested December 31, 2021 2,863 $ 12.02 Granted 5,894 5.11 Vested (643) 9.31 Forfeited (323) 7.99 Unvested June 30, 2022 7,791 $ 7.18 $ 29,294 The total fair value of RSUs vested during the three and six months ended June 30, 2022 was $3.5 million and $6.0 million, respectively, and there were no RSUs vested during the three and six months ended June 30, 2021. Stock-Based Compensation The following table summarizes stock-based compensation expense recorded in each component of operating expenses in the Company’s condensed consolidated statements of operations for the presented periods (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Operations and support $ 393 $ 48 $ 741 $ 101 Marketing 305 99 556 167 Product development 1,474 399 2,864 694 General and administrative 2,662 601 4,983 1,186 Total stock-based compensation expense $ 4,834 $ 1,147 $ 9,144 $ 2,148 No material income tax benefit related to stock-based compensation was recorded during the three and six months ended June 30, 2022 and 2021 as the Company maintained a full valuation allowance against its net deferred tax assets within the United States. As of June 30, 2022, total unrecognized compensation cost related to unvested stock options was $2.6 million, which was expected to be recognized over a weighted average remaining service period of 1.3 years. As of June 30, 2022, total unrecognized compensation cost related to unvested RSUs was $52.3 million, which was expected to be recognized over a weighted average remaining service period of 3.2 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items in the related period. The effective tax rates for the three and six months ended June 30, 2022 were 5.9% and 1.8%, respectively, and 10.5% and 2.3% for the three and six months ended June 30, 2021, respectively. The decrease in effective tax rate is primarily due to a discrete item in the second quarter 2021 related to the enacted tax law change increasing the general United Kingdom tax rate from 19% to 25%, effective April 1, 2023, and the effect of U.S. losses being excluded from our estimated annual effective tax rate due to recording a full valuation allowance on the U.S. deferred tax assets. This is partially offset by a U.S. deferred tax benefit recorded in the three months ended June 30, 2022, resulting from a reduction in the Company’s valuation allowance due to an increase in the deferred tax liability associated with the acquired intangible assets from a business combination, as discussed in Note 4—Business Combinations . During the three and six months ended June 30, 2022, the amount of gross unrecognized tax benefits increased by $15,000 and $25,000, respectively, of which all, 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. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2022 | |
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 common share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (3,632) $ (2,806) $ (11,778) $ (13,397) Denominator: Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 181,730 31,333 180,707 31,438 Net loss per share attributable to common stockholders, basic and diluted $ (0.02) $ (0.09) $ (0.07) $ (0.43) 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): Six Months Ended 2022 2021 Redeemable convertible preferred stock — 90,814 Outstanding stock options and RSUs 22,912 23,392 Outstanding common stock warrants — 631 Sponsor Earnout Shares 492 — Total 23,404 114,837 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 Class A Common Stock exceeds specified thresholds that have not been achieved as of June 30, 2022. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn July 29, 2022, the Company entered into transaction agreements with Pioneer Square Labs (“PSL”), a start-up studio and venture capital fund of which one of the Company’s directors, Greg Gottesman, is a managing director and co-founder, to invest in an early-stage service for pet parents that is complementary to the Company’s current offerings. The Company’s initial investment was $1.0 million and nonexclusive license of certain intellectual property rights. PSL and the Company have roughly equivalent minority ownership positions in the entity offering the services, and have customary rights afforded to investors in venture-backed companies. PSL will be reimbursed for certain start-up and formation costs by the entity and will provide, and be compensated for, certain services to the entity for a period of time after formation. Mr. Gottesman is not currently on the board of this entity and will not serve on its board unless approved by the Company’s board of directors. Mr. Gottesman holds a minority position in PSL. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation and Basis of PresentationThe condensed 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 accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021. The information as of December 31, 2021 included in the condensed consolidated balance sheets was derived from those audited financial statements. 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 more information. |
Use of Estimates | Use of Estimates The preparation of condensed 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 condensed 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, and stock-based compensation expense. These estimates and assumptions are based on information available as of the date of the condensed 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. |
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 care providers based in the United States. |
Foreign Currencies | Foreign CurrenciesForeign 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 condensed consolidated statements of operations. |
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. |
Concentrations of Credit Risk | Concentrations of Credit RiskFinancial 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 and investment balances with major financial institutions that management assesses to be of high-credit quality and also limits purchases of debt securities to investment-grade securities. |
Revenue Recognition | Revenue Recognition Marketplace Platform Revenue The Company operates an online marketplace that provides a platform for pet parents and pet care providers to communicate and arrange for pet services. The Company derives its revenue principally from pet parents’ and pet care providers’ use of the Company’s platform and related services that enable pet care providers to offer, book, and fulfill pet services. The Company enters into terms of service with pet care providers and pet parents who wish to use the Company’s platform. The terms of service define the rights and responsibilities of pet care providers and pet parents 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 care provider on the Company’s platform (a booking). The fixed percentage service fees are established at the time a pet parent or pet care 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 care provider and the Company upon the creation of a booking and after the pet care 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 care 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 care 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 care 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 care provider and a pet parent. As such, the Company has determined that its sole performance obligation is to facilitate a connection between pet care 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 care 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 care providers and pet parents primarily in the United States, as well as Canada, the United Kingdom and Western Europe. From time to time, the Company issues credits or refunds to its pet parents or pet care providers as a result of customer satisfaction matters. Such amounts are and have historically been immaterial. Judgment is required in determining whether the Company is the principal or agent in transactions with pet care 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 care providers and pet parents because, among other factors, it is not responsible for the delivery of pet services provided by the pet care 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 care 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. Provider Onboarding Revenue The Company earns revenue from non-refundable provider onboarding fees by completing quality assurance reviews of new pet care provider profiles and by arranging for background checks, which are performed by a third party. Pet care providers pay the onboarding fee at the time of sign up. The Company recognizes revenue related to provider onboarding services at a point-in-time upon satisfaction of the related performance obligation, determined to be the completion of the quality assurance review of the pet care provider's profile and background check. Pet Parent Deposits and Pet Care 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 settled through our payment processor and derecognized. In addition, we hold pet care provider liabilities relating to stays completed prior to the implementation of our current payment processor and related systems where payment has not yet been requested by the pet care provider. The Company is subject to compliance with escheat laws applicable by jurisdiction where pet care providers do not claim the amounts owed to them for services rendered. Rover Guarantee In connection with services provided to facilitate the connections between pet care provider and pet parent, the Company provides a contractual guarantee to reimburse pet parents or pet care providers for certain expenses arising from injuries or other damages incurred during a service booked through the Company’s platform, subject to specified conditions (the “Rover Guarantee”). The Company’s obligation under the Rover Guarantee is accounted for in accordance with Accounting Standards Codification Topic 460, Guarantees . As a result, the Company estimates the fair value of the liability incurred in connection with providing the Rover Guarantee and records such amounts in accrued expenses and other current liabilities within the Company’s condensed consolidated balance sheets. 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, operations and support costs associated with onboarding new pet care providers, |
Recently Adopted Accounting Pronouncements 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 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 adopted this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard did not have a material impact on the Company’s condensed 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 adopted this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard did not have an immediate impact on the Company’s condensed 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 adopted this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard did not have an immediate impact on the Company’s condensed 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 adopted 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 did not have an immediate impact on the Company’s condensed 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 adopted this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard did not have an immediate impact on the Company’s condensed consolidated financial statements, but the new guidance will be applied to all business combinations completed after the adoption date. In November 2021, the FASB issued 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 adopted this standard on January 1, 2022 using the prospective transition method. The adoption of the new standard did not have an immediate impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2022, the FASB issued ASU No. 2022-02 Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendment in this ASU provides an update to: (1) troubled debt restructurings guidance in Subtopic 310-40 and enhances disclosure requirements for certain loan refinancings and restructurings; and (2) requires public entities to disclose current period gross write-offs by year of origination for financing receivables and net investments in leases. The guidance is effective for the Company for the year beginning after December 15, 2022. The Company will adopt this standard on January 1, 2023 using the prospective transition method. We do not expect the adoption of the new standard to have a material impact on the Company’s consolidated financial statements but will continue to evaluate the new standard in future accounting periods. In June 2022, the FASB issued ASU No. 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restriction. The amendment in this ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This amendment also requires public entities to add certain disclosures for equity securities subject to contractual sale restrictions. The guidance is effective for the Company for the year beginning after December 15, 2023. The Company will adopt this standard on January 1, 2024 using the prospective transition method. We do not expect the adoption of the new standard to have a material impact on the Company’s consolidated financial statements but will continue to evaluate the new standard in future accounting periods. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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) Sponsor Earnout Shares outstanding prior to the Merger 6,875,000 Less forfeiture of 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 shares held by Nebula Caravel Holdings, LLC, the sponsor of Caravel and a greater than five percent stockholder of the Company (the “Sponsor”), vested, 975,873 were forfeited and 2,461,627 shares remained outstanding and unvested (the “Sponsor Earnout Shares”). 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 of the Sponsor Earnout Shares vested. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 March 31, 2022 $ 9,054 Bookings and other 44,957 Revenue recognized (41,659) Balance at June 30, 2022 $ 12,352 Balance at December 31, 2021 $ 3,077 Bookings and other 77,677 Revenue recognized (68,402) Balance at June 30, 2022 $ 12,352 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable securities: Commercial paper $ 43,539 $ — $ (46) $ 43,493 Corporate securities 41,117 — (342) 40,775 US Government securities 76,438 — (550) 75,888 Asset-backed securities 2,492 — (26) 2,466 Agency bonds 2,505 — (26) 2,479 Total marketable securities $ 166,091 $ — $ (990) $ 165,101 December 31, 2021 Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable securities: Corporate securities $ 4,293 $ — $ (1) $ 4,292 Total marketable securities $ 4,293 $ — $ (1) $ 4,292 |
Investments Classified by Contractual Maturity Date | The contractual maturity of the available-for-sale investments were as follows (in thousands): June 30, 2022 Within 1 year 1 to 5 year More than 5 years Total Marketable securities: Commercial paper $ 43,493 $ — $ — $ 43,493 Corporate securities 25,686 15,089 — 40,775 US Government securities 67,310 8,578 — 75,888 Asset-backed securities 1,500 966 — 2,466 Agency bonds 2,479 — — 2,479 Total $ 140,468 $ 24,633 $ — $ 165,101 December 31, 2021 Within 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) | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 30,261 $ — $ — $ 30,261 Commercial paper — 21,794 — 21,794 Investments: Commercial paper — 43,493 — 43,493 Corporate securities — 40,775 — 40,775 US Government securities — 75,888 — 75,888 Asset-backed securities — 2,466 — 2,466 Agency bonds — 2,479 — 2,479 Total assets measured at fair value $ 30,261 $ 186,895 $ — $ 217,156 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 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 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property, Plant and Equipment | The following table presents the detail of property and equipment, net as follows (in thousands): June 30, December 31, Computers $ 1,509 $ 1,306 Furniture and fixtures 3,835 3,740 Leasehold improvements 13,663 13,663 Internal-use software 21,536 21,635 Total property and equipment 40,543 40,344 Less: Accumulated depreciation and amortization (20,562) (19,470) Total property and equipment, net $ 19,981 $ 20,874 |
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): June 30, December 31, Accrued merchant fees $ 106 $ 11 Income and other tax liabilities 1,394 1,074 Accrued legal expenses and open claims 786 488 Accrued professional services 743 918 Other current liabilities 728 530 Total accrued expenses and other current liabilities $ 3,757 $ 3,021 |
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): June 30, December 31, Accrued merchant fees $ 106 $ 11 Income and other tax liabilities 1,394 1,074 Accrued legal expenses and open claims 786 488 Accrued professional services 743 918 Other current liabilities 728 530 Total accrued expenses and other current liabilities $ 3,757 $ 3,021 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 Gross Book Accumulated Net Book Pet parent relationships $ 6,600 (3,071) $ 3,529 Shelter relationships 834 — 834 Technologies 1,696 — 1,696 Tradenames 1,302 — 1,302 Training curriculum 551 — 551 Total $ 10,983 $ (3,071) $ 7,912 December 31, 2021 Gross Book Accumulated Net Book Pet parent relationships $ 16,290 $ (11,869) $ 4,421 Tradenames 950 (902) 48 Total $ 17,240 $ (12,771) $ 4,469 The weighted average amortization period remaining as of June 30, 2022 for each class of intangible assets were as follows (in years): Pet parent relationships 4.3 Shelter relationships 5.0 Technologies 3.0 Tradenames 5.0 Training curriculum 3.0 |
Schedule of Intangible Assets, Future Amortization Expense | Based on amounts recorded at June 30, 2022, the Company estimates intangible asset amortization expense in each of the years ending December 31 as follows (in thousands): Remainder of 2022 $ 1,047 2023 1,979 2024 1,979 2025 1,605 2026 1,094 Thereafter 208 Total $ 7,912 |
Schedule of Goodwill | The following table summarizes the changes in the carrying amount of goodwill (in thousands): Balance at December 31, 2021 $ 33,159 Recognized in business combination (see Note 4—Business Combinations ) 3,960 Balance at June 30, 2022 $ 37,119 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Cost and Other Information | The components of lease cost were as follows (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Operating lease cost $ 1,059 $ 983 $ 2,124 $ 1,965 Short-term lease cost — 59 — 118 Sublease income (302) (174) (606) (344) Total lease cost $ 757 $ 868 $ 1,518 $ 1,739 Other information related to leases was as follows (in thousands): Six Months Ended June 30, 2022 2021 Cash paid for operating lease liabilities $ 2,309 $ 2,072 Lease term and discount rate were as follows: As of As of Weighted-average discount rate 7.24 % 7.14 % Weighted-average remaining lease term (years) 7.28 7.65 |
Schedule of Operating Lease Maturity | Maturities of lease liabilities were as follows as of June 30, 2022 (in thousands): Year Ending December 31 Amounts Remainder of 2022 $ 1,903 2023 4,433 2024 4,563 2025 4,693 2026 4,429 Thereafter 13,781 Total lease payments 33,802 Less: imputed interest (7,882) Present value of lease liabilities 25,920 Less: current portion of lease liabilities (2,314) Total lease liabilities, noncurrent $ 23,606 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021 14,083 Equity awards authorized — Equity awards granted (5,894) Equity awards canceled and forfeited 515 Balances as of June 30, 2022 8,704 |
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 Balance as of December 31, 2021 18,058 $ 1.60 6.1 $ 147,219 Options exercised (2,745) 0.91 Options canceled and forfeited (192) 2.18 Balances as of June 30, 2022 15,121 $ 1.72 5.9 $ 31,002 Options vested and exercisable – June 30, 2022 12,731 $ 1.65 5.6 $ 26,857 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | A summary of RSU activity is as follows (in thousands, except per share amounts): Number of Weighted- Aggregate Unvested December 31, 2021 2,863 $ 12.02 Granted 5,894 5.11 Vested (643) 9.31 Forfeited (323) 7.99 Unvested June 30, 2022 7,791 $ 7.18 $ 29,294 |
Schedule of Stock-Based Compensation Expense | The following table summarizes stock-based compensation expense recorded in each component of operating expenses in the Company’s condensed consolidated statements of operations for the presented periods (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Operations and support $ 393 $ 48 $ 741 $ 101 Marketing 305 99 556 167 Product development 1,474 399 2,864 694 General and administrative 2,662 601 4,983 1,186 Total stock-based compensation expense $ 4,834 $ 1,147 $ 9,144 $ 2,148 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net loss $ (3,632) $ (2,806) $ (11,778) $ (13,397) Denominator: Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 181,730 31,333 180,707 31,438 Net loss per share attributable to common stockholders, basic and diluted $ (0.02) $ (0.09) $ (0.07) $ (0.43) |
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): Six Months Ended 2022 2021 Redeemable convertible preferred stock — 90,814 Outstanding stock options and RSUs 22,912 23,392 Outstanding common stock warrants — 631 Sponsor Earnout Shares 492 — Total 23,404 114,837 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ in Thousands | Jul. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Proceeds from the merger | $ 235,600 | ||
Transaction costs | $ 32,700 | ||
Accumulated deficit | $ 332,104 | $ 320,326 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | |||||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Loss on foreign currency transactions | $ | $ 500 | $ 0 | $ 800 | $ 0 | |
Accounts receivable, net | $ | $ 38,241 | $ 38,241 | $ 26,023 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Marketing (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Advertising expense | $ 8.8 | $ 2.9 | $ 14.1 | $ 4.1 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) | 3 Months Ended | |||
Jul. 30, 2021 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Jul. 29, 2021 | Dec. 31, 2020 | |
Schedule Of Reverse Recapitalization [Line Items] | ||||
Proceeds from reverse recapitalization transaction, gross | $ 268,300,000 | |||
Cash proceeds from reverse capitalization | $ 128,300,000 | |||
Reclassification of derivative warrant liability and issuance of common stock from exercises of warrants | $ 15,356,000 | |||
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] | ||||
Reclassification of derivative warrant liability and issuance of common stock from exercises of warrants | $ 50,000,000 | |||
Shares issued (in shares) | shares | 5,000,000 | |||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | |||
Sale of stock, adjusted price per share (in dollars per share) | $ / shares | $ 10.379 | |||
True Wind Capital II, L.P. And True Wind Capital II-A, L.P. | Sponsor Backstop Subscription Agreement | ||||
Schedule Of Reverse Recapitalization [Line Items] | ||||
Reclassification of derivative warrant liability and issuance of common stock from exercises of warrants | $ 90,000,000 | |||
Shares issued (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, 2021 shares | Jun. 30, 2022 shares | Dec. 31, 2021 shares | Jul. 29, 2021 shares | Jun. 30, 2021 shares | Mar. 31, 2021 shares | [1] | Dec. 31, 2020 shares | |
Reverse Recapitalization [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | 157,199,138 | 182,776,000 | 177,342,000 | 32,434,987 | |||||
Merger and PIPE financing shares (in shares) | 32,721,319 | ||||||||
Legacy Rover shares (in shares) | 124,477,819 | ||||||||
Convertible preferred stock, shares outstanding (in shares) | 87,496,938 | 90,814,000 | 90,814,000 | 90,814,000 | [1] | ||||
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 (Details)
Business Combinations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 15, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Recognition of indemnity holdback liabilities upon acquisition of businesses | $ 1,563,000 | $ 0 | |||
Goodwill | $ 37,119,000 | 37,119,000 | $ 33,159,000 | ||
Early Stage Dog Training Company | |||||
Business Acquisition [Line Items] | |||||
Business combination, consideration transferred | $ 7,400,000 | ||||
Recognition of indemnity holdback liabilities upon acquisition of businesses | $ 1,600,000 | ||||
Holdback period | 18 months | ||||
Intangible assets acquired, other than goodwill | $ 4,400,000 | ||||
Net assets and liabilities assumed | (1,000,000) | ||||
Goodwill | 4,000,000 | ||||
Goodwill, expected tax deductible amount | $ 0 | ||||
Acquisition related costs | $ 400,000 | $ 400,000 | |||
Early Stage Dog Training Company | Minimum | |||||
Business Acquisition [Line Items] | |||||
Useful life of acquired intangible assets | 3 years | ||||
Early Stage Dog Training Company | Maximum | |||||
Business Acquisition [Line Items] | |||||
Useful life of acquired intangible assets | 5 years |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 9,054 | $ 3,077 |
Bookings and other | 44,957 | 77,677 |
Revenue recognized | (41,659) | (68,402) |
Ending balance | $ 12,352 | $ 12,352 |
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 | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Investments [Line Items] | ||
Amortized Costs | $ 166,091 | $ 4,293 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (990) | (1) |
Fair Value | 165,101 | 4,292 |
Commercial paper | ||
Schedule Of Investments [Line Items] | ||
Amortized Costs | 43,539 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (46) | |
Fair Value | 43,493 | |
Corporate securities | ||
Schedule Of Investments [Line Items] | ||
Amortized Costs | 41,117 | 4,293 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (342) | (1) |
Fair Value | 40,775 | $ 4,292 |
US Government securities | ||
Schedule Of Investments [Line Items] | ||
Amortized Costs | 76,438 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (550) | |
Fair Value | 75,888 | |
Asset-backed securities | ||
Schedule Of Investments [Line Items] | ||
Amortized Costs | 2,492 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (26) | |
Fair Value | 2,466 | |
Agency bonds | ||
Schedule Of Investments [Line Items] | ||
Amortized Costs | 2,505 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (26) | |
Fair Value | $ 2,479 |
Investments - Schedule of Contr
Investments - Schedule of Contractual Maturity of Available-for-sale Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Investments [Line Items] | ||
Within 1 year | $ 140,468 | $ 0 |
1 to 5 year | 24,633 | 4,292 |
More than 5 years | 0 | 0 |
Total | 165,101 | 4,292 |
Commercial paper | ||
Schedule Of Investments [Line Items] | ||
Within 1 year | 43,493 | |
1 to 5 year | 0 | |
More than 5 years | 0 | |
Total | 43,493 | |
Corporate securities | ||
Schedule Of Investments [Line Items] | ||
Within 1 year | 25,686 | 0 |
1 to 5 year | 15,089 | 4,292 |
More than 5 years | 0 | 0 |
Total | 40,775 | $ 4,292 |
US Government securities | ||
Schedule Of Investments [Line Items] | ||
Within 1 year | 67,310 | |
1 to 5 year | 8,578 | |
More than 5 years | 0 | |
Total | 75,888 | |
Asset-backed securities | ||
Schedule Of Investments [Line Items] | ||
Within 1 year | 1,500 | |
1 to 5 year | 966 | |
More than 5 years | 0 | |
Total | 2,466 | |
Agency bonds | ||
Schedule Of Investments [Line Items] | ||
Within 1 year | 2,479 | |
1 to 5 year | 0 | |
More than 5 years | 0 | |
Total | $ 2,479 |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Long-term investments | $ 24,633,000 | $ 4,292,000 |
Liabilities | ||
Derivative warrant liabilities | 0 | 19,943,000 |
Fair Value, Recurring | ||
Assets | ||
Total assets measured at fair value | 217,156,000 | 217,831,000 |
Liabilities | ||
Total liabilities measured at fair value | 19,943,000 | |
Fair Value, Recurring | Commercial paper | ||
Assets | ||
Long-term investments | 43,493,000 | |
Fair Value, Recurring | Corporate securities | ||
Assets | ||
Long-term investments | 40,775,000 | 4,292,000 |
Fair Value, Recurring | US Government securities | ||
Assets | ||
Long-term investments | 75,888,000 | |
Fair Value, Recurring | Asset-backed securities | ||
Assets | ||
Long-term investments | 2,466,000 | |
Fair Value, Recurring | Agency bonds | ||
Assets | ||
Long-term investments | 2,479,000 | |
Fair Value, Recurring | Public Warrants | ||
Liabilities | ||
Derivative warrant liabilities | 13,585,000 | |
Fair Value, Recurring | Private Warrants | ||
Liabilities | ||
Derivative warrant liabilities | 6,358,000 | |
Fair Value, Recurring | Money market funds | ||
Assets | ||
Money market funds | 30,261,000 | 213,539,000 |
Fair Value, Recurring | Commercial paper | ||
Assets | ||
Money market funds | 21,794,000 | |
Fair Value, Recurring | Level 1 | ||
Assets | ||
Total assets measured at fair value | 30,261,000 | 213,539,000 |
Liabilities | ||
Total liabilities measured at fair value | 13,585,000 | |
Fair Value, Recurring | Level 1 | Commercial paper | ||
Assets | ||
Long-term investments | 0 | |
Fair Value, Recurring | Level 1 | Corporate securities | ||
Assets | ||
Long-term investments | 0 | 0 |
Fair Value, Recurring | Level 1 | US Government securities | ||
Assets | ||
Long-term investments | 0 | |
Fair Value, Recurring | Level 1 | Asset-backed securities | ||
Assets | ||
Long-term investments | 0 | |
Fair Value, Recurring | Level 1 | Agency bonds | ||
Assets | ||
Long-term investments | 0 | |
Fair Value, Recurring | Level 1 | Public Warrants | ||
Liabilities | ||
Derivative warrant liabilities | 13,585,000 | |
Fair Value, Recurring | Level 1 | Private Warrants | ||
Liabilities | ||
Derivative warrant liabilities | 0 | |
Fair Value, Recurring | Level 1 | Money market funds | ||
Assets | ||
Money market funds | 30,261,000 | 213,539,000 |
Fair Value, Recurring | Level 1 | Commercial paper | ||
Assets | ||
Money market funds | 0 | |
Fair Value, Recurring | Level 2 | ||
Assets | ||
Total assets measured at fair value | 186,895,000 | 4,292,000 |
Liabilities | ||
Total liabilities measured at fair value | 6,358,000 | |
Fair Value, Recurring | Level 2 | Commercial paper | ||
Assets | ||
Long-term investments | 43,493,000 | |
Fair Value, Recurring | Level 2 | Corporate securities | ||
Assets | ||
Long-term investments | 40,775,000 | 4,292,000 |
Fair Value, Recurring | Level 2 | US Government securities | ||
Assets | ||
Long-term investments | 75,888,000 | |
Fair Value, Recurring | Level 2 | Asset-backed securities | ||
Assets | ||
Long-term investments | 2,466,000 | |
Fair Value, Recurring | Level 2 | Agency bonds | ||
Assets | ||
Long-term investments | 2,479,000 | |
Fair Value, Recurring | Level 2 | Public Warrants | ||
Liabilities | ||
Derivative warrant liabilities | 0 | |
Fair Value, Recurring | Level 2 | Private Warrants | ||
Liabilities | ||
Derivative warrant liabilities | 6,358,000 | |
Fair Value, Recurring | Level 2 | Money market funds | ||
Assets | ||
Money market funds | 0 | 0 |
Fair Value, Recurring | Level 2 | Commercial paper | ||
Assets | ||
Money market funds | 21,794,000 | |
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 | Commercial paper | ||
Assets | ||
Long-term investments | 0 | |
Fair Value, Recurring | Level 3 | Corporate securities | ||
Assets | ||
Long-term investments | 0 | 0 |
Fair Value, Recurring | Level 3 | US Government securities | ||
Assets | ||
Long-term investments | 0 | |
Fair Value, Recurring | Level 3 | Asset-backed securities | ||
Assets | ||
Long-term investments | 0 | |
Fair Value, Recurring | Level 3 | Agency bonds | ||
Assets | ||
Long-term investments | 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 funds | ||
Assets | ||
Money market funds | 0 | $ 0 |
Fair Value, Recurring | Level 3 | Commercial paper | ||
Assets | ||
Money market funds | $ 0 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) - USD ($) | 1 Months Ended | |||
Jan. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 30, 2021 | |
Class of Stock [Line Items] | ||||
Number of shares called by each warrant (in shares) | 1 | |||
Exercise price of warrant (in dollars per share) | $ 0.10 | $ 11.50 | ||
Number of warrants redeemed (in shares) | 74,631 | |||
Derivative warrant liabilities | $ 0 | $ 19,943,000 | ||
Public Warrants | ||||
Class of Stock [Line Items] | ||||
Public warrant, share price (in dollars per share) | $ 2.47 | |||
Number of warrants exercised (in shares) | 5,425,349 | |||
Percent of total warrants exercised | 98.60% | |||
Private Warrants | ||||
Class of Stock [Line Items] | ||||
Number of warrants exercised (in shares) | 2,574,164 | |||
Percent of total warrants exercised | 100% | |||
Class A common Stock | ||||
Class of Stock [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 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 40,344 | $ 40,543 | $ 40,543 | ||
Less: Accumulated depreciation and amortization | (19,470) | (20,562) | (20,562) | ||
Total property and equipment, net | 20,874 | 19,981 | 19,981 | ||
Depreciation and amortization | 900 | $ 900 | 1,900 | $ 1,900 | |
Capitalized software development costs | 2,200 | 1,500 | 4,100 | 3,000 | |
Internal-use software amortization | 300 | 1,800 | $ 1,800 | 3,500 | $ 3,500 |
Computers | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 1,306 | 1,509 | 1,509 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 3,740 | 3,835 | 3,835 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | 13,663 | 13,663 | 13,663 | ||
Internal-use software | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment | $ 21,635 | $ 21,536 | $ 21,536 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued merchant fees | $ 106 | $ 11 |
Income and other tax liabilities | 1,394 | 1,074 |
Accrued legal expenses and open claims | 786 | 488 |
Accrued professional services | 743 | 918 |
Other current liabilities | 728 | 530 |
Accrued expenses and other current liabilities | $ 3,757 | $ 3,021 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2021 | $ 33,159 |
Recognized in business combination | 3,960 |
Balance at June 30, 2022 | $ 37,119 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 15, 2022 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | $ 0 | |
Amortization of intangible assets | 200,000 | 900,000 | 900,000 | 1,800,000 | |
Intangible asset impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | |
Early Stage Dog Training Company | |||||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||||
Intangible assets acquired, other than goodwill | $ 4,400,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | $ 10,983 | $ 17,240 |
Accumulated Amortization | (3,071) | (12,771) |
Net Book Value | 7,912 | 4,469 |
Pet parent relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | 6,600 | 16,290 |
Accumulated Amortization | (3,071) | (11,869) |
Net Book Value | $ 3,529 | 4,421 |
Remaining amortization period | 4 years 3 months 18 days | |
Shelter relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | $ 834 | |
Accumulated Amortization | 0 | |
Net Book Value | $ 834 | |
Remaining amortization period | 5 years | |
Technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | $ 1,696 | |
Accumulated Amortization | 0 | |
Net Book Value | $ 1,696 | |
Remaining amortization period | 3 years | |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | $ 1,302 | 950 |
Accumulated Amortization | 0 | (902) |
Net Book Value | $ 1,302 | $ 48 |
Remaining amortization period | 5 years | |
Training curriculum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | $ 551 | |
Accumulated Amortization | 0 | |
Net Book Value | $ 551 | |
Remaining amortization period | 3 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 1,047 | |
2023 | 1,979 | |
2024 | 1,979 | |
2025 | 1,605 | |
2026 | 1,094 | |
Thereafter | 208 | |
Net Book Value | $ 7,912 | $ 4,469 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | |||
Jul. 30, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Debt outstanding | $ 0 | |||
Paycheck Protection Program, CARES Act | ||||
Debt Instrument [Line Items] | ||||
Loan received from Small Business Administration's Paycheck Protection Program | $ 8,100,000 | |||
Repayments of Small Business Administration's Paycheck Protection Program | $ 8,100,000 | |||
Final termination payment | 900,000 | |||
Accelerated unamortized debt issuance costs | 400,000 | |||
Line of Credit | Subordinated Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Amount borrowed | $ 30,000,000 | |||
Repayments of lines of credit | $ 30,000,000 |
Debt - Revolving Line of Credit
Debt - Revolving Line of Credit (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Letter of Credit | Line of Credit | Variable Rate Revolving Line Of Credit | |
Debt Instrument [Line Items] | |
Letter of credit | $ 3,500 |
Debt - Subordinated Credit Faci
Debt - Subordinated Credit Facility (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 30, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||||
Cash paid for interest | $ 7,000 | $ 1,138,000 | ||||
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] | ||||||
Amount borrowed | $ 30,000,000 | |||||
Repayments of lines of credit | $ 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 | |||||
Amount borrowed | $ 30,000,000 | |||||
Repayments of lines of credit | 30,000,000 | |||||
Cash paid for 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 Thousands | 1 Months Ended | 6 Months Ended | ||
Jul. 30, 2021 | Apr. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Cash paid for interest | $ 7 | $ 1,138 | ||
Paycheck Protection Program, CARES Act | ||||
Debt Instrument [Line Items] | ||||
Loan received from Small Business Administration's Paycheck Protection Program | $ 8,100 | |||
Payment Protection Program, term | 2 years | |||
Line of credit facility interest rate accrued | 1% | |||
Repayments of Small Business Administration's Paycheck Protection Program | $ 8,100 | |||
Cash paid for interest | $ 100 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 1 Months Ended | |||
Apr. 30, 2021 USD ($) facility | Sep. 30, 2018 facility | Jun. 30, 2022 | Feb. 29, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Number of leased facilities | facility | 1 | 1 | ||
Sublease option to extend | 1 year | 2 years | ||
Sublease income, additional base lease payments | $ | $ 1.2 | $ 0.9 | ||
Office space | Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Renewal term | 1 year | |||
Office space | Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Renewal term | 7 years |
Commitments and Contingencies_2
Commitments and Contingencies - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 1,059 | $ 983 | $ 2,124 | $ 1,965 |
Short-term lease cost | 0 | 59 | 0 | 118 |
Sublease income | (302) | (174) | (606) | (344) |
Total lease cost | $ 757 | $ 868 | $ 1,518 | $ 1,739 |
Commitments and Contingencies_3
Commitments and Contingencies - Other Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Cash paid for operating lease liabilities | $ 2,309 | $ 2,072 | |
Weighted-average discount rate | 7.24% | 7.14% | |
Weighted-average remaining lease term (years) | 7 years 3 months 10 days | 7 years 7 months 24 days |
Commitments and Contingencies_4
Commitments and Contingencies - Lease Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2022 | $ 1,903 | |
2023 | 4,433 | |
2024 | 4,563 | |
2025 | 4,693 | |
2026 | 4,429 | |
Thereafter | 13,781 | |
Total lease payments | 33,802 | |
Less: imputed interest | (7,882) | |
Present value of lease liabilities | 25,920 | |
Less: current portion of lease liabilities | (2,314) | $ (2,433) |
Total lease liabilities, noncurrent | $ 23,606 | $ 25,198 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 30, 2021 | Jul. 29, 2021 |
Equity [Abstract] | ||||
Common stock, shares authorized (in shares) | 990,000,000 | 990,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (in shares) | 182,776,000 | 177,342,000 | ||
Common stock, shares outstanding (in shares) | 182,776,000 | 177,342,000 | 157,199,138 | 32,434,987 |
Number of common shares issued for each share of preferred stock (in shares) | 1 |
Stock Warrants - Narrative (Det
Stock Warrants - Narrative (Details) - $ / shares | 1 Months Ended | |||
Jul. 30, 2021 | Jan. 31, 2022 | Jun. 30, 2022 | Jul. 29, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 0 | |||
Number of shares called by each warrant (in shares) | 1 | |||
Exercise price of warrant (in dollars per share) | $ 0.10 | $ 11.50 | ||
Number of warrants redeemed (in shares) | 74,631 | |||
Class A common Stock | ||||
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) | 5,166,667 | |||
Warrants, forfeited (in shares) | 2,592,503 | |||
Number of warrants exercised (in shares) | 2,574,164 | |||
Percent of total warrants exercised | 100% | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 5,500,000 | |||
Number of warrants exercised (in shares) | 5,425,349 | |||
Percent of total warrants exercised | 98.60% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||||
Jul. 30, 2021 shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) shares | Dec. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares initially reserved for issuance (in shares) | 8,700,000 | 8,700,000 | ||||
Options outstanding under the 2011 Plan (in shares) | 15,121,000 | 15,121,000 | 18,058,000 | |||
Shares per option (in shares) | 1.2006 | |||||
Grants in period (in shares) | 0 | 0 | ||||
Aggregate intrinsic value of stock options exercised | $ | $ 2,200,000 | $ 3,100,000 | $ 12,200,000 | $ 6,400,000 | ||
Fair value of options vested | $ | 700,000 | 900,000 | 1,500,000 | $ 2,000,000 | ||
Income tax benefit related to stock-based compensation | $ | $ 0 | 0 | ||||
Unrecognized compensation cost related to unvested stock options | $ | 2,600,000 | $ 2,600,000 | ||||
Outstanding stock options and RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grants in period (in shares) | 5,894,000 | |||||
Weighted-average remaining contractual term for unvested stock options | 1 year 3 months 18 days | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average remaining contractual term for unvested stock options | 3 years 2 months 12 days | |||||
Unrecognized compensation cost related to RSUs | $ | $ 52,300,000 | $ 52,300,000 | ||||
2021 Plan | Share-based Payment Arrangement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares initially reserved for issuance (in shares) | 17,200,000 | |||||
2011 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding under the 2011 Plan (in shares) | 20,400,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Equity Available for Grant | ||||
Equity awards granted (in shares) | 0 | 0 | ||
Equity awards cancelled and forfeited (in shares) | 192,000 | |||
Number of Options Outstanding | ||||
Balance as of beginning of period (in shares) | 18,058,000 | 18,058,000 | ||
Options exercised (in shares) | (2,745,000) | |||
Options cancelled and forfeited (in shares) | (192,000) | |||
Balance as of end of period (in shares) | 15,121,000 | |||
Number of options vested and exercisable (in shares) | 12,731,000 | |||
Weighted- Average Exercise Price Per Share | ||||
Outstanding options at period start (in dollars per share) | $ 1.60 | $ 1.60 | ||
Options exercised (in dollars per share) | 0.91 | |||
Options cancelled and forfeited (in dollars per share) | 2.18 | |||
Outstanding options at period end (in dollars per share) | 1.72 | |||
Weighted average exercise price of options vested and exercisable (in dollars per share) | $ 1.65 | |||
Weighted- Average Remaining Contractual Term (Years) | ||||
Weighted average remaining contractual term of options outstanding | 6 years 1 month 6 days | 5 years 10 months 24 days | ||
Weighted average remaining contractual term of options vested and exercisable | 5 years 7 months 6 days | |||
Aggregate Intrinsic Value | ||||
Aggregate intrinsic value of options outstanding | $ 31,002 | $ 147,219 | ||
Aggregate intrinsic value of options vested and exercisable | $ 26,857 | |||
Outstanding stock options and RSUs | ||||
Equity Available for Grant | ||||
Balance as of beginning of period (in shares) | 14,083,000 | 14,083,000 | ||
Equity awards authorized (in shares) | 0 | |||
Equity awards granted (in shares) | (5,894,000) | |||
Equity awards cancelled and forfeited (in shares) | 515,000 | |||
Balance as of end of period (in shares) | 8,704,000 | |||
Number of Options Outstanding | ||||
Options cancelled and forfeited (in shares) | (515,000) |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Number of Shares | ||
Unvested, beginning of period (in shares) | shares | 2,863 | |
Grants (in shares) | shares | 5,894 | |
Vested (in shares) | shares | (643) | |
Forfeited (in shares) | shares | (323) | |
Unvested, end of period (in shares) | shares | 7,791 | 7,791 |
Weighted- Average Grant Date Fair Value | ||
Unvested beginning of period (in dollars per share) | $ / shares | $ 12.02 | |
Granted (in dollars per share) | $ / shares | 5.11 | |
Vested (in dollars per share) | $ / shares | 9.31 | |
Forfeited (in dollars per share) | $ / shares | 7.99 | |
Unvested end of period (in dollars per share) | $ / shares | $ 7.18 | $ 7.18 |
Aggregate Intrinsic Value | ||
Unvested aggregate intrinsic value | $ | $ 29,294 | $ 29,294 |
Fair value of RSUs vested | $ | $ 3,500 | $ 6,000 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 4,834 | $ 1,147 | $ 9,144 | $ 2,148 |
Operations and support | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 393 | 48 | 741 | 101 |
Marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 305 | 99 | 556 | 167 |
Product development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,474 | 399 | 2,864 | 694 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 2,662 | $ 601 | $ 4,983 | $ 1,186 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 5.90% | 10.50% | 1.80% | 2.30% |
Increase in unrecognized tax benefits | $ 15,000 | $ 25,000 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (3,632) | $ (8,146) | $ (2,806) | $ (10,591) | $ (11,778) | $ (13,397) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 181,730 | 31,333 | 180,707 | 31,438 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 181,730 | 31,333 | 180,707 | 31,438 | ||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.02) | $ (0.09) | $ (0.07) | $ (0.43) | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.02) | $ (0.09) | $ (0.07) | $ (0.43) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Antidilutive (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 23,404,000 | 114,837,000 |
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) | 0 | 90,814,000 |
Outstanding stock options and RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 22,912,000 | 23,392,000 |
Outstanding common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 631,000 |
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 | 0 |
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 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Jul. 29, 2022 USD ($) |
Subsequent Event | Director | |
Subsequent Event [Line Items] | |
Payments to acquire interest in joint venture | $ 1 |