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 2023 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 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 September 30, 2022, under the terms of the sublease agreement, the Company will receive $1.1 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 Nine Months Ended 2022 2021 2022 2021 Operating lease cost $ 1,054 $ 1,046 $ 3,178 $ 3,011 Short-term lease cost 39 19 39 138 Sublease income (297) (304) (903) (649) Total lease cost $ 796 $ 761 $ 2,314 $ 2,500 Other information related to leases was as follows (in thousands): Nine Months Ended September 30, 2022 2021 Cash paid for operating lease liabilities $ 3,471 $ 3,159 Lease term and discount rate were as follows: As of September 30, 2022 As of Weighted-average discount rate 7.27 % 7.14 % Weighted-average remaining lease term (years) 7.06 7.65 Maturities of lease liabilities were as follows as of September 30, 2022 (in thousands): Year Ending December 31 Amounts Remainder of 2022 $ 733 2023 4,449 2024 4,569 2025 4,693 2026 4,429 Thereafter 13,781 Total lease payments 32,654 Less: imputed interest (7,416) Present value of lease liabilities 25,238 Less: current portion of lease liabilities (2,311) Total lease liabilities, noncurrent $ 22,927 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 Contingencies 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 types of claims, class action and representative 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 care 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 some of 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 other than with respect to the case captioned Melanie Sportsman v. A Place for Rover, Inc . discussed below there was not a reasonable possibility that the Company had incurred a material and estimable loss during the periods presented related to such loss contingencies. 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 (the “Court”). A nother pet care provider was substituted as the plaintiff in the case, now 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”). On August 29, 2022, the Ninth Circuit heard oral argument in this appeal. Following the hearing, the Company engaged in mediation with the plaintiff on September 27, 2022 and October 19, 2022. On October 20, 2022, the Company entered into a binding settlement term sheet with the named plaintiff. The term sheet provides that the Company will make a total settlement payment of $18.0 million in full and final settlement of all claims that the named plaintiff and members of a proposed settlement class are bringing or could bring in the litigation, including claims under PAGA, the California Labor Code and similar statutes through final approval of the settlement agreement. The settlement class to be proposed consists of all pet care providers who performed at least one service in California booked through the Rover platform during the period from November 1, 2018 through the date on which the motion for preliminary approval of the settlement is filed with the Court. In addition, pet care providers who performed at least one service in California between October 1, 2017 and October 31, 2018 will receive more limited relief under a PAGA settlement. Final settlement is subject to, among other things, negotiation of a definitive settlement agreement not inconsistent with the terms in the term sheet and Court approval of such agreement. In settling the case, the Company is not admitting any wrongdoing or liability. The Company recorded this amount under general and administrative expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and within accrued expenses and other current liabilities on the condensed consolidated balance sheets as of September 30, 2022. The Company expects to pay such settlement from existing cash and cash equivalents and investments once approved by the Court. On October 21, 2022, the Company and the named plaintiff made a joint motion to withdraw the appeal and remand the case to the Court for settlement approval. On October 27, 2022, the Ninth Circuit dismissed the appeal without prejudice to reinstatement in the event the Court declines to approve the settlement. 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. On July 29, 2022, the Company filed a motion to compel arbitration. On September 1, 2022, the court granted the Company’s motion to compel arbitration, ordering arbitration of the plaintiff’s individual PAGA claims and dismissing the plaintiff’s representative PAGA claims. 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 expenses 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. 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 September 30, 2022 and except for matters and claims noted above, 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. |