Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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 | |
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 | 175,250,608 | |
Entity Central Index Key | 0001826018 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | ROVR | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | ROVRW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash and cash equivalents | $ 290,327 | $ 80,848 | |
Accounts receivable, net | 7,924 | 2,992 | |
Prepaid expenses and other current assets | 7,327 | 3,629 | |
Total current assets | 305,578 | 87,469 | |
Property and equipment, net | 21,952 | 24,923 | |
Operating lease right-of-use assets | 22,080 | ||
Intangible assets, net | 5,260 | 7,967 | |
Goodwill | 33,159 | 33,159 | |
Deferred tax asset, net | 1,511 | 1,235 | |
Other noncurrent assets | 307 | 134 | |
Total assets | 389,847 | 154,887 | |
Current liabilities | |||
Accounts payable | 3,480 | 1,301 | |
Accrued compensation and related expenses | 4,820 | 3,269 | |
Accrued expenses and other current liabilities | 2,829 | 2,747 | |
Deferred revenue | 6,003 | 751 | |
Pet parent deposits | 24,337 | 7,931 | |
Pet service provider liabilities | 9,743 | 6,140 | |
Debt, current portion | 0 | 4,128 | |
Operating lease liabilities, current portion | 2,726 | ||
Total current liabilities | 53,938 | 26,267 | |
Deferred rent, net of current portion | 2,248 | ||
Debt, net of current portion | 0 | 33,398 | |
Operating lease liabilities, net of current portion | 25,933 | ||
Earnout liabilities | 266,390 | 0 | |
Derivative warrant liabilities | 34,294 | 0 | |
Other noncurrent liabilities | 795 | 4,659 | |
Total liabilities | 381,350 | 66,572 | |
Commitments and contingencies (Note 9) | |||
Redeemable convertible preferred stock, $0.00001 par value, no shares and 87,611 shares authorized as of September 30, 2021 and December 31, 2020, respectively; no shares and 90,814 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively; aggregate liquidation preference of $294,802 as of December 31, 2020 | [1] | 0 | 290,427 |
Stockholders’ equity (deficit): | |||
Preferred stock, $0.0001 par value, 10,000 and no shares authorized as of September 30, 2021 and December 31, 2020, respectively; no shares issued and outstanding as of September 30, 2021 and December 31, 2020 respectively | 0 | 0 | |
Common stock, $0.0001 par value, 990,000 and 144,250 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 157,593 and 30,398 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 16 | 3 | |
Additional paid-in capital | 362,471 | 53,909 | |
Accumulated other comprehensive income | 220 | 253 | |
Accumulated deficit | (354,210) | (256,277) | |
Total stockholders’ equity (deficit) | 8,497 | (202,112) | |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 389,847 | $ 154,887 | |
[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 Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Statement of Financial Position [Abstract] | |||
Convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |
Convertible preferred stock, shares authorized (in shares) | 87,611,000 | ||
Convertible preferred stock, shares issued (in shares) | 0 | 90,814,000 | |
Convertible preferred stock, shares outstanding (in shares) | [1] | 0 | 90,814,000 |
Convertible preferred stock, liquidation preference | $ 294,802 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 0 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 990,000,000 | 144,250,000 | |
Common stock, shares issued (in shares) | 157,593,000 | 30,398,000 | |
Common stock, shares outstanding (in shares) | 157,593,000 | 30,398,000 | |
[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 Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 35,153 | $ 13,260 | $ 71,831 | $ 35,632 |
Costs and expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 8,036 | 4,322 | 18,494 | 15,949 |
Operations and support | 4,199 | 2,460 | 9,916 | 9,997 |
Marketing | 6,403 | 2,403 | 13,532 | 13,899 |
Product development | 5,033 | 4,355 | 14,586 | 18,093 |
General and administrative | 8,899 | 4,958 | 21,266 | 15,761 |
Depreciation and amortization | 1,873 | 2,105 | 5,572 | 6,967 |
Total costs and expenses | 34,443 | 20,603 | 83,366 | 80,666 |
Income (loss) from operations | 710 | (7,343) | (11,535) | (45,034) |
Other income (expense), net: | ||||
Interest income | 19 | 22 | 28 | 483 |
Interest expense | (1,534) | (1,185) | (2,933) | (2,443) |
Loss from impairment of DogHero investment | 0 | (2,000) | 0 | (2,000) |
Change in fair value of earnout liabilities | (71,318) | 0 | (71,318) | 0 |
Change in fair value of derivative warrant liabilities | (12,261) | 0 | (12,261) | 0 |
Other income (expense), net | (116) | 77 | (194) | (111) |
Total other income (expense), net | (85,210) | (3,086) | (86,678) | (4,071) |
Loss before income taxes | (84,500) | (10,429) | (98,213) | (49,105) |
Benefit from (provision for) income taxes | (36) | 70 | 280 | 122 |
Net loss | $ (84,536) | $ (10,359) | $ (97,933) | $ (48,983) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.73) | $ (0.35) | $ (1.64) | $ (1.64) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.73) | $ (0.35) | $ (1.64) | $ (1.64) |
Weighted-average shares used in computing net loss per share, basic (in shares) | 116,597 | 30,008 | 59,825 | 29,834 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 116,597 | 30,008 | 59,825 | 29,834 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (84,536) | $ (10,359) | $ (97,933) | $ (48,983) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | (62) | 113 | (33) | (27) |
Unrealized loss on available-for-sale securities | 0 | (104) | 0 | (64) |
Other comprehensive income (loss) | (62) | 9 | (33) | (91) |
Comprehensive loss | $ (84,598) | $ (10,350) | $ (97,966) | $ (49,074) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) $ in Thousands | USD ($)shares | Common Stock(1)USD ($)shares | Additional Paid-In Capital1)USD ($) | Accumulated Other Comprehensive Income (Loss)USD ($) | Accumulated DeficitUSD ($) | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Recapitalization exchange ratio | 1.0379 | |||||||
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Dec. 31, 2019 | shares | [1] | 90,805,000 | ||||||
Redeemable Convertible Preferred Stock, beginning balance at Dec. 31, 2019 | [1] | $ 290,365 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Issuance of Series G redeemable convertible preferred stock to settle Barking Dog Ventures, Ltd. holdback (in shares) | shares | [1] | 9,000 | ||||||
Issuance of Series G redeemable convertible preferred stock to settle Barking Dog Ventures, Ltd. holdback | [1] | $ 62 | ||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Mar. 31, 2020 | shares | [1] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, ending balance at Mar. 31, 2020 | [1] | $ 290,427 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2019 | shares | [1] | 29,614,000 | ||||||
Beginning balance at Dec. 31, 2019 | (151,697) | $ 3 | [1] | $ 46,923 | [1] | $ 169 | $ (198,792) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from exercises of stock options (in shares) | shares | [1] | 128,000 | ||||||
Issuance of common stock from exercises of stock options | 134 | 134 | [1] | |||||
Unrealized loss on available-for-sale securities | (115) | (115) | ||||||
Stock-based compensation | 1,585 | 1,585 | [1] | |||||
Issuance of common stock warrants | 657 | 657 | [1] | |||||
Foreign currency translation adjustments | 141 | 141 | ||||||
Net loss | (20,545) | (20,545) | ||||||
Common stock, ending balance (in shares) at Mar. 31, 2020 | shares | [1] | 29,742,000 | ||||||
Beginning balance at Mar. 31, 2020 | $ (169,840) | $ 3 | [1] | 49,299 | [1] | 195 | (219,337) | |
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Dec. 31, 2019 | shares | [1] | 90,805,000 | ||||||
Redeemable Convertible Preferred Stock, beginning balance at Dec. 31, 2019 | [1] | $ 290,365 | ||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Sep. 30, 2020 | shares | [1] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, ending balance at Sep. 30, 2020 | [1] | $ 290,427 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2019 | shares | [1] | 29,614,000 | ||||||
Beginning balance at Dec. 31, 2019 | (151,697) | $ 3 | [1] | 46,923 | [1] | 169 | (198,792) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Unrealized loss on available-for-sale securities | (64) | |||||||
Foreign currency translation adjustments | (27) | |||||||
Net loss | (48,983) | |||||||
Common stock, ending balance (in shares) at Sep. 30, 2020 | shares | [1] | 30,015,000 | ||||||
Beginning balance at Sep. 30, 2020 | $ (195,405) | $ 3 | [1] | 52,289 | [1] | 78 | (247,775) | |
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Mar. 31, 2020 | shares | [1] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, beginning balance at Mar. 31, 2020 | [1] | $ 290,427 | ||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2020 | shares | [1] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2020 | [1] | $ 290,427 | ||||||
Common stock, beginning balance (in shares) at Mar. 31, 2020 | shares | [1] | 29,742,000 | ||||||
Beginning balance at Mar. 31, 2020 | (169,840) | $ 3 | [1] | 49,299 | [1] | 195 | (219,337) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from exercises of stock options (in shares) | shares | [1] | 86,000 | ||||||
Issuance of common stock from exercises of stock options | 117 | 117 | [1] | |||||
Unrealized loss on available-for-sale securities | 155 | 155 | ||||||
Stock-based compensation | 894 | 894 | [1] | |||||
Foreign currency translation adjustments | (281) | (281) | ||||||
Net loss | (18,079) | (18,079) | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2020 | shares | [1] | 29,828,000 | ||||||
Beginning balance at Jun. 30, 2020 | $ (187,034) | $ 3 | [1] | 50,310 | [1] | 69 | (237,416) | |
Redeemable Convertible Preferred Stock, ending balance (in shares) at Sep. 30, 2020 | shares | [1] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, ending balance at Sep. 30, 2020 | [1] | $ 290,427 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from exercises of stock options (in shares) | shares | [1] | 187,000 | ||||||
Issuance of common stock from exercises of stock options | 190 | 190 | [1] | |||||
Unrealized loss on available-for-sale securities | (104) | (104) | ||||||
Stock-based compensation | 1,789 | 1,789 | [1] | |||||
Foreign currency translation adjustments | 113 | 113 | ||||||
Net loss | (10,359) | (10,359) | ||||||
Common stock, ending balance (in shares) at Sep. 30, 2020 | shares | [1] | 30,015,000 | ||||||
Beginning balance at Sep. 30, 2020 | $ (195,405) | $ 3 | [1] | 52,289 | [1] | 78 | (247,775) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Recapitalization exchange ratio | 1.0379 | |||||||
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Dec. 31, 2020 | shares | [2] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, beginning balance at Dec. 31, 2020 | [2] | $ 290,427 | ||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Mar. 31, 2021 | shares | [2] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, ending balance at Mar. 31, 2021 | [2] | $ 290,427 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2020 | shares | [2] | 30,398,000 | ||||||
Beginning balance at Dec. 31, 2020 | (202,112) | $ 3 | [2] | 53,909 | [2] | 253 | (256,277) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from exercises of stock options (in shares) | shares | [2] | 470,000 | ||||||
Issuance of common stock from exercises of stock options | 666 | 666 | [2] | |||||
Stock-based compensation | 1,001 | 1,001 | [2] | |||||
Foreign currency translation adjustments | 21 | 21 | ||||||
Net loss | (10,591) | (10,591) | ||||||
Common stock, ending balance (in shares) at Mar. 31, 2021 | shares | [2] | 30,868,000 | ||||||
Beginning balance at Mar. 31, 2021 | $ (211,015) | $ 3 | [2] | 55,576 | [2] | 274 | (266,868) | |
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Dec. 31, 2020 | shares | [2] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, beginning balance at Dec. 31, 2020 | [2] | $ 290,427 | ||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Sep. 30, 2021 | shares | [2] | 0 | ||||||
Redeemable Convertible Preferred Stock, ending balance at Sep. 30, 2021 | [2] | $ 0 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2020 | shares | [2] | 30,398,000 | ||||||
Beginning balance at Dec. 31, 2020 | $ (202,112) | $ 3 | [2] | 53,909 | [2] | 253 | (256,277) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from exercises of stock options (in shares) | shares | 2,881,000 | |||||||
Unrealized loss on available-for-sale securities | $ 0 | |||||||
Foreign currency translation adjustments | (33) | |||||||
Net loss | (97,933) | |||||||
Common stock, ending balance (in shares) at Sep. 30, 2021 | shares | [2] | 157,593,000 | ||||||
Beginning balance at Sep. 30, 2021 | $ 8,497 | $ 16 | [2] | 362,471 | [2] | 220 | (354,210) | |
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Mar. 31, 2021 | shares | [2] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, beginning balance at Mar. 31, 2021 | [2] | $ 290,427 | ||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Jun. 30, 2021 | shares | [2] | 90,814,000 | ||||||
Redeemable Convertible Preferred Stock, ending balance at Jun. 30, 2021 | [2] | $ 290,427 | ||||||
Common stock, beginning balance (in shares) at Mar. 31, 2021 | shares | [2] | 30,868,000 | ||||||
Beginning balance at Mar. 31, 2021 | (211,015) | $ 3 | [2] | 55,576 | [2] | 274 | (266,868) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock from exercises of stock options (in shares) | shares | [2] | 392,000 | ||||||
Issuance of common stock from exercises of stock options | 816 | 816 | [2] | |||||
Issuance of common stock from net exercises of warrants (in shares) | shares | [2] | 331,000 | ||||||
Stock-based compensation | 1,147 | 1,147 | [2] | |||||
Foreign currency translation adjustments | 8 | 8 | ||||||
Net loss | (2,806) | (2,806) | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2021 | shares | [2] | 31,591,000 | ||||||
Beginning balance at Jun. 30, 2021 | $ (211,850) | $ 3 | [2] | 57,539 | [2] | 282 | (269,674) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | shares | [2] | (90,814,000) | ||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | [2] | $ (290,427) | ||||||
Redeemable Convertible Preferred Stock, ending balance (in shares) at Sep. 30, 2021 | shares | [2] | 0 | ||||||
Redeemable Convertible Preferred Stock, ending balance at Sep. 30, 2021 | [2] | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization (in shares) | shares | [2] | 90,814,000 | ||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization | 290,427 | $ 9 | [2] | 290,418 | [2] | |||
Reverse recapitalization transaction, net of costs (in shares) | shares | [2] | 32,721,000 | ||||||
Reverse recapitalization transaction, net of costs and acquired liabilities | 213,459 | $ 4 | [2] | 213,455 | [2] | |||
Earnout liability recognized upon the closing of the reverse recapitalization | (228,082) | (228,082) | [2] | |||||
Reclassification of Sponsor earnout liability upon settlement | 33,010 | 33,010 | [2] | |||||
Issuance of common stock from exercises of stock options (in shares) | shares | [2] | 2,019,000 | ||||||
Issuance of common stock from exercises of stock options | 1,856 | 1,856 | [2] | |||||
Unrealized loss on available-for-sale securities | 0 | |||||||
Issuance of common stock from net exercises of warrants (in shares) | shares | [2] | 448,000 | ||||||
Taxes paid on net share settlement | (6,719) | (6,719) | [2] | |||||
Stock-based compensation | 994 | 994 | [2] | |||||
Foreign currency translation adjustments | (62) | (62) | ||||||
Net loss | (84,536) | (84,536) | ||||||
Common stock, ending balance (in shares) at Sep. 30, 2021 | shares | [2] | 157,593,000 | ||||||
Beginning balance at Sep. 30, 2021 | $ 8,497 | $ 16 | [2] | $ 362,471 | [2] | $ 220 | $ (354,210) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Recapitalization exchange ratio | 1.0379 | |||||||
Redeemable Convertible Preferred Stock, beginning balance (in shares) at Jul. 29, 2021 | shares | 87,496,938 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Reverse recapitalization transaction, net of costs (in shares) | shares | 32,721,319 | |||||||
Issuance of common stock from net exercises of warrants (in shares) | shares | 448,000 | |||||||
Recapitalization exchange ratio | 1.0379 | |||||||
[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. | |||||||
[2] | 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 | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
OPERATING ACTIVITIES | |||||||
Net loss | $ (84,536) | $ (10,591) | $ (10,359) | $ (20,545) | $ (97,933) | $ (48,983) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||
Stock-based compensation | 3,142 | 4,268 | |||||
Depreciation and amortization | 10,815 | 15,099 | |||||
Non-cash operating lease costs | 1,490 | 0 | |||||
Change in fair value of earnout liabilities | 71,318 | 0 | 71,318 | 0 | |||
Change in fair value of derivative warrant liabilities | 12,261 | 0 | 12,261 | 0 | |||
Net accretion of investment discounts | 0 | 11 | |||||
Amortization of debt issuance costs | 695 | 721 | |||||
Deferred income taxes | (309) | (314) | |||||
Loss on disposal of property and equipment | 17 | 81 | |||||
Loss from impairment of DogHero investment | 0 | 2,000 | 0 | 2,000 | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (4,925) | 590 | |||||
Prepaid expenses and other current assets | (3,923) | 588 | |||||
Other noncurrent assets | (33) | 0 | |||||
Accounts payable | 2,174 | (3,919) | |||||
Accrued expenses and other current liabilities | 2,069 | (4,758) | |||||
Deferred revenue and pet parent deposits | 21,658 | (807) | |||||
Pet service provider liabilities | 3,603 | (13,962) | |||||
Operating lease liabilities | (1,637) | (5,297) | |||||
Other noncurrent liabilities | 124 | 1,989 | |||||
Net cash provided by (used in) operating activities | 20,606 | (52,693) | |||||
INVESTING ACTIVITIES | |||||||
Purchases of property and equipment | (564) | (734) | |||||
Capitalization of internal-use software | (4,602) | (5,214) | |||||
Proceeds from disposal of property and equipment | 19 | 0 | |||||
Purchases of available-for-sale securities | 0 | (16,286) | |||||
Proceeds from sales of available-for-sale securities | 0 | 28,002 | |||||
Maturities of available-for-sale securities | 0 | 21,450 | |||||
Net cash (used in) provided by investing activities | (5,147) | 27,218 | |||||
FINANCING ACTIVITIES | |||||||
Proceeds from exercise of common stock options | 3,339 | 441 | |||||
Taxes paid related to net share settlement of equity awards | (6,719) | 0 | |||||
Proceeds from reverse recapitalization and related financing | 268,282 | 0 | |||||
Payment of deferred transaction costs related to reverse recapitalization | (32,743) | 0 | |||||
Amount borrowed | 0 | 64,282 | |||||
Repayment of borrowings on credit facilities | (38,124) | (26,439) | |||||
Net cash provided by financing activities | 194,035 | 38,284 | |||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (15) | (11) | |||||
Net increase in cash, cash equivalents, and restricted cash | 209,479 | 12,798 | |||||
Cash, cash equivalents, and restricted cash beginning of period | $ 80,848 | $ 67,654 | 80,848 | 67,654 | $ 67,654 | ||
Cash, cash equivalents, and restricted cash end of period | 290,327 | 80,452 | 290,327 | 80,452 | 80,848 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||
Cash paid for income taxes | 7 | 278 | |||||
Cash paid for interest | 2,511 | 1,504 | |||||
Purchase of property and equipment in accounts payable and accrued liabilities | 0 | 18 | |||||
Right-of-use asset obtained in exchange for lease liabilities | 766 | 0 | |||||
Conversion of redeemable convertible preferred stock to common stock | 290,427 | 0 | |||||
Earnout liability recognized upon the closing of the reverse recapitalization | 228,082 | 0 | |||||
Derivative warrant liabilities recognized upon the closing of the reverse recapitalization | 22,032 | 0 | |||||
Reclassification of earnout liability to additional paid-in capital upon settlement | 33,010 | 0 | |||||
Issuance of common stock warrants under credit facility and subordinated credit facility agreements | 0 | 657 | |||||
Issuance of Series G redeemable convertible preferred stock to settle Barking Dog Ventures, Ltd. Holdback | 0 | 62 | |||||
Cash and cash equivalents | 290,327 | 80,418 | 290,327 | 80,418 | 80,848 | ||
Restricted cash included in prepaid expenses and other current assets | 0 | 34 | 0 | 34 | |||
Total cash, cash equivalents and restricted cash | $ 290,327 | $ 80,452 | $ 290,327 | $ 80,452 | $ 80,848 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Rover Group, Inc. (formerly known as Nebula Caravel Acquisition Corp.) and its wholly owned subsidiaries (collectively “Rover” or the “Company”) is headquartered in Seattle, Washington, with offices in Spokane, Washington and internationally in Barcelona, Spain. The Company provides an online marketplace and other related tools, support and services that pet parents and pet service providers can use to find, communicate with, and interact with each other. On July 30, 2021 (the “Closing Date” or “Closing”), Nebula Caravel Acquisition Corp. (“Caravel”) consummated the previously announced merger pursuant to a Business Combination Agreement and Plan of Merger, dated February 10, 2021 (the “Business Combination Agreement”), by and between Caravel, Fetch Merger Sub, Inc., a wholly owned subsidiary of Caravel (“Merger Sub”), and A Place for Rover, Inc. (hereinafter referred to as “Legacy Rover”). Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Legacy Rover, with Legacy Rover continuing as the surviving entity and as a wholly owned subsidiary of Caravel (together with the other transactions described in the Business Combination Agreement, the “Merger”). On the Closing Date, Caravel changed its name from Nebula Caravel Acquisition Corp. to “Rover Group, Inc.” See Note 3—Reverse Recapitalization for additional information. Impact of COVID-19 On March 11, 2020, the World Health Organization declared the novel strain of coronavirus that causes the disease COVID-19 a global pandemic and recommended containment and mitigation measures worldwide, including travel restrictions and business slowdowns or shutdowns in affected areas. As a result, there was a significant decline in demand for pet services. As a result of these developments, the Company experienced an unfavorable impact on its revenue, results of operations and cash flows in 2020 and in some of the periods to date in 2021. The COVID-19 pandemic event and economic conditions were significant in relation to the Company’s ability to fund its business operations. In response to the impact of COVID-19, the Company implemented a number of measures to minimize cash outlays, including reducing discretionary marketing and other expenses and implemented a restructuring plan in April 2020 whereby approximately 50% of employees were terminated or placed on standby. In connection with this restructuring, the Company incurred severance-related and legal costs, and modified the terms of stock options previously awarded to impacted employees. The ongoing COVID-19 pandemic continues to impact communities globally, including in the markets we serve in the United States, Canada and Europe. The restrictive measures have not only negatively impacted consumer and business spending habits, but they have also adversely impacted, and may further impact, our workforce and operations. Although certain of these measures have now eased in some geographic regions, overall measures to contain the COVID-19 outbreak may remain in place for a significant period of time as many geographic regions are experiencing a resurgence of COVID-19 infections, as well as new variants of the virus, such as the Delta variant. The duration and severity of this pandemic, including new variants, are unknown, and the extent of the business disruption and financial impact depend on factors beyond our knowledge and control. 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 $354.2 million as of September 30, 2021. The Company has primarily funded its operations with proceeds from the issuance of redeemable convertible preferred stock, common stock and other equity transactions, proceeds from the Merger, debt borrowings, and with customer payments. 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 including its growth rate. The Company has |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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, 2020 included in the prospectus filed by the Company with the SEC on September 23, 2021 (the “Prospectus”). The information as of December 31, 2020 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 nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 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 and the fair value of preferred stock prior to the reverse recapitalization, earnout liabilities and derivative warrant liabilities. 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 service 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 gains and losses was not material during the three and nine months ended September 30, 2021 and 2020. 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 competition including from larger companies that may have greater name recognition, longer operating histories, more and better established customer relationships and greater resources than the Company. The Company’s ability to provide a reliable platform largely depends on the efficient and consistent operation of its computer information systems and those of its third-party service providers. Any significant interruptions could harm the Company’s business and reputation and result in a loss of business. Further, there has been evidence that the Company has been the subject of cyber-attacks, and it is possible that it will be subject to similar attacks in the future. These attacks may be primarily aimed at interrupting the Company’s business, exposing it to financial losses, or exploiting information security vulnerabilities. To management’s knowledge, no prior attacks or breaches have, individually, or in the aggregate, resulted in any material liability to the Company, any material damage to its reputation, or any material disruption to the Company’s business. Other than policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 – Summary of Significant Accounting Policies of the audited consolidated financial statements as of and for the year ended December 31, 2020 included in the Prospectus filed by the Company with the SEC on September 23, 2021. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash, investments and accounts receivable. The Company maintains cash balances that may exceed the insured limits set by the Federal Deposit Insurance Corporation. The Company reduces credit risk by placing cash balances with major U.S. financial institutions that management assesses to be of high-credit quality. For the three and nine months ended September 30, 2021 and 2020, no individual pet service provider, pet parent, or affiliate represented 10% or more of the Company’s revenue. As of September 30, 2021 and December 31, 2020, accounts receivable was $7.9 million and $3.0 million, respectively, and was comprised primarily of amounts due from payment processors who collected payment from pet parents on behalf of the Company. Internal-Use Software The Company capitalized $4.6 million and $5.2 million of software development costs during the nine months ended September 30, 2021 and 2020, respectively. Stock-based compensation costs included in capitalized internal-use software development costs were not material for the three and nine months ended September 30, 2021 and 2020. The Company recorded amortization expense for capitalized internal use software of $1.7 million and $5.2 million for the three and nine months ended September 30, 2021, respectively, and $1.8 million and $5.6 million for the three and nine and September 30, 2020, respectively, which is included in cost of revenue (exclusive of depreciation and amortization shown separately) in the condensed consolidated statements of operations. Capitalized website development and internal-use software costs are included in property and equipment, net in the condensed consolidated balance sheets. Leases (since January 1, 2021) The Company determines if an arrangement is or contains a lease at contract inception by assessing whether the arrangement contains an identified asset and whether the lessee has the right to control such asset. Lessees are required to classify leases as either finance or operating leases and to record a right-of-use (“ROU”) asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. The Company does not have material finance leases. For leases with a term greater than 12 months, the Company records the related ROU asset and lease liability at the present value of lease payments over the term. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to extend or terminate the lease that the Company is reasonably certain to exercise. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. The Company has also elected to not separate lease and non-lease components for office equipment leases and, as a result, accounts for lease and non-lease components as one component. The Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease payments may be fixed or variable; however, only fixed payments are included in the Company’s lease liability calculation. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses over the lease term. The Company’s lease agreements may contain non-lease components such as common area maintenance, operating expenses or other costs, which are expensed as incurred. Earnout Liabilities Rover Earnout Shares At Closing, Legacy Rover stockholders were entitled to receive up to 19,734,183 shares (“Rover Earnout Shares”) of Class A common stock subject to the occurrence of certain triggering events based on a seven year post-Closing earnout, with (1) 8,770,748 shares earned if the stock price of the Company is or exceeds $12.00 for 20 out of any 30 trading days (“Triggering Event I”), (2) 8,770,748 shares earned if the stock price of the Company is or exceeds $14.00 for 20 out of any 30 trading days (“Triggering Event II”), and (3) 2,192,687 shares earned if the stock price of the Company is or exceeds $16.00 for 20 out of any 30 trading days (“Triggering Event III”) (collectively, the “Triggering Events”). If there is a change of control transaction, then all remaining Triggering Events that have not previously occurred will be deemed to have occurred and a total of 19,734,183 shares will be issued to Legacy Rover equity holders to participate in the change of control transaction. Sponsor Earnout Shares At Closing, the Sponsor subjected 2,461,627 shares (“Sponsor Earnout Shares”) to vesting and potential forfeiture (and related transfer restrictions) based on a seven year post-Closing earnout, with (1) 984,651 shares being released upon Triggering Event I, (2) 984,651 shares being released upon Triggering Event II, and (3) 492,325 shares being released upon Triggering Event III, in each case, subject to early release for a sale, change of control or going private transaction or delisting after the Closing. If there is a change of control transaction, then immediately prior to the consummation of the change of control transaction the following will occur: (1) any Triggering Events that have not previously occurred will be deemed to have occurred and (2) all unvested Sponsor Earnout Shares will vest and be eligible to participate in the change of control transaction. The Rover Earnout Shares and the Sponsor Earnout Shares (collectively “Earnout Shares”) are not indexed to the common stock of the Company and, therefore, are accounted for as liability classified instruments in accordance with ASC 815-40, as the events that determine the number of Earnout Shares required to be released or issued, as the case may be, include events that are not solely indexed to the fair value of common stock of Rover. The Earnout Shares were measured at Closing, and subsequently will be measured at each reporting date until settled, or they meet the criteria for equity classification. Changes in the fair value will be recorded as a component of other income (expense), net in the condensed consolidated statements of operations. The aggregate fair value of the Earnout Shares on the Closing Date was estimated using a Monte Carlo simulation model and was determined to be $228.1 million. As of September 30, 2021, the Sponsor Earnout Shares were reclassified to equity. See Note 5—Fair Value for further information. Rover Earnout Shares that vested upon the occurrence of Triggering Event I and Triggering Event II on September 29, 2021 will be recorded at fair value until issued on October 6, 2021, at which time the then current fair value will be reclassified to additional paid in capital. Derivative Warrant Liabilities At Closing, the Company assumed 2,574,164 private placement warrants (“Private Warrants”) and 5,500,000 public warrants (“Public Warrants” and collectively “Warrants”). Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable at any time commencing on the later of (1) 30 days after the completion of the Merger on July 30, 2021 and (2) 12 months from the date of the closing of Caravel’s initial public offering on December 11, 2020 and terminating five years after completion of the Merger. The Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants are transferable, assignable or salable after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrant. See Note 11 — Stock Warrants for further information. Upon consummation of the Merger, the Company evaluated the Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Warrants includes a provision that could result in a different settlement value for the Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Warrants are not considered to be “indexed to the Company’s own stock.” In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Warrants (both the Public Warrants and the Private Warrants) would be entitled to receive cash for all of their Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash. These provisions preclude the Company from classifying the Warrants in stockholders’ equity. Since the Warrants meet the definition of a derivative, the Company recorded the Warrants as liabilities on the condensed consolidated balance sheet at fair value upon the Closing, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations at each reporting date. The fair value of the Public Warrants will be estimated at each measurement date using a Monte Carlo simulation valuation model based on multiple inputs, including the implied volatility of the Public Warrants, among others. On the consummation of the Merger, the Company recorded a liability related to the Warrants of $22.0 million, with an offsetting entry to additional paid-in capital. See Note 5—Fair Value for further information. Marketing Advertising expenses were $4.7 million and $8.8 million during the three and nine months ended September 30, 2021, respectively, and $0.8 million and $7.2 million during the three and nine months ended September 30, 2020, respectively. Restructuring Charges Costs and liabilities associated with restructuring are recorded in the period management commits to a restructuring or cost reduction plan, or executes specific actions contemplated by the plan and all criteria for liability recognition have been met. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and related liabilities are recorded within accrued compensation and related expenses on the consolidated balance sheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information. 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , as amended, with guidance regarding the accounting for and disclosure of leases. The standard requires lessees to recognize a ROU asset and lease liability on its consolidated balance sheet for all leases with a term longer than twelve months. This update also requires lessees and lessors to disclose key information about their leasing transactions. The guidance is effective for the Company for the year beginning after December 15, 2021. Early adoption is permitted. The Company early adopted this standard on January 1, 2021 using the transition method that provides for a cumulative-effect adjustment to retained earnings upon adoption. There was no impact on the Company’s accumulated deficit as of January 1, 2021 as a result of the adoption of this standard. The condensed consolidated financial statements for the three and nine months ended September 30, 2021 are presented under the new standard, while the comparative period presented is not adjusted and continues to be reported in accordance with the Company’s historical accounting policy. The adoption of the new lease standard resulted in the recognition of operating lease ROU assets of $22.8 million and operating lease liabilities of $29.6 million as of January 1, 2021. In connection with the adoption of this standard, deferred rent, net of current portion of $2.2 million and lease incentives of $4.6 million, which were previously recorded in accrued expenses and other current liabilities and other non-current liabilities on the consolidated balance sheet as of December 31, 2020, were derecognized. The new standard also provided practical expedients for an entity’s ongoing accounting as well as transition. The Company has elected the: (1) short-term lease recognition exemption for all leases that qualify, whereby the Company will not recognize ROU assets or lease liabilities for existing short-term leases of those assets in transition; (2) practical expedient to not separate lease and non-lease components for office equipment leases; and (3) transition package of three expedients, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. In August 2018, the FASB issued ASU 2018-15, Intangible – Goodwill and Other-Internal-Use Software , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for the Company for the year beginning after December 15, 2020. The Company adopted this standard on January 1, 2021 using the prospective transition method. The adoption of the new standard did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes . This ASU simplifies accounting for income taxes by removing the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or gain for other items, the exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, the exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This ASU also includes other requirements related to franchise tax, goodwill as part of a business combination, consolidations, changes in tax laws, and affordable housing projects. The guidance is effective for the Company for the year beginning after December 15, 2021. Early adoption is permitted. The Company early adopted this standard on January 1, 2021. The adoption of the new standard did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as amended, which amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities from an incurred loss methodology to an expected loss methodology. For assets held at amortized cost basis, the guidance eliminates the probable initial recognition threshold and instead requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses are recorded through an allowance for credit losses, rather than a write-down, limited to the amount by which fair value is below amortized cost. Additional disclosures about significant estimates and credit quality are also required. The guidance is effective for the Company for the year beginning after December 15, 2022. The Company is currently assessing the potential impact of adopting ASU 2016-13 on its 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 is currently assessing the potential impact of adopting ASU 2020-01 on its 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 is currently assessing the potential impact of adopting ASU 2020-06 on its 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 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 Company is currently assessing the potential impact of adopting ASU 2021-04 on its 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 will apply the guidance in ASU 2021-08 on a prospective basis for business combinations occurring during the fiscal year in which the Company adopts the amendments. |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization In connection with the Merger, the Company raised $268.3 million of gross proceeds from (1) the contribution of $128.3 million of net cash held in Caravel’s trust account from its initial public offering, (2) $50.0 million from the sale of 5,000,000 shares of Class A common stock at $10.00 per share in a transaction exempt from the registration requirement of the Securities Act of 1933, and (3) $90.0 million from the sale of an aggregate of 9,000,000 shares of Class A common stock at $10.00 per share pursuant to the backstop subscription agreement with affiliates (and an assignee of such affiliates) of the sponsor of Caravel (the “Sponsor Backstop Subscription Agreement”). Immediately before the Merger, all of Legacy Rover’s outstanding warrants were net exercised for shares of Legacy Rover common stock. Upon the consummation of the Merger, all holders of Legacy Rover common stock and preferred stock received shares of our 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 our 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 our Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which were adjusted using the exchange ratio of 1.2006. No cash consideration was paid out to Legacy Rover stockholders as there was insufficient cash after Caravel common stockholders exercised their right to redeem shares for cash. In connection with the Merger, the Company incurred $32.7 million of transaction costs. These costs consisted of underwriting, legal, and other professional fees, of which $14.5 million was recorded to additional paid-in capital and the remaining $18.2 million related to liabilities assumed from Caravel that were settled immediately after Closing. The number of shares of Class A common stock issued immediately following the consummation of the Merger at July 30, 2021 was: Number of Shares Common stock of Caravel outstanding prior to the Merger 27,500,000 Less redemption of Caravel shares (14,677,808) Caravel Sponsor Earnout Shares outstanding prior to the Merger 6,875,000 Less forfeiture of Caravel Sponsor Earnout Shares (1) (975,873) Common stock of Caravel (1) 18,721,319 Shares issued in PIPE financing 5,000,000 Shares issued in Sponsor Backstop Subscription Agreement 8,000,000 Shares issued in Assignment Agreement 1,000,000 Merger and PIPE financing shares 32,721,319 Legacy Rover shares (2) 124,477,819 Total 157,199,138 _______________ (1) Upon the Merger closing, 3,437,500 Sponsor Earnout Shares vested, 975,873 were forfeited and 2,461,627 Sponsor Earnout Shares remained outstanding and unvested. At Closing, the remaining 2,461,627 Sponsor Earnout Shares were subject to vesting conditions based upon the occurrence of certain triggering events. At the close of trading on September 29, 2021, pursuant to the Business Combination Agreement and the achievement of Trigger Events I and II, 1,969,300 Founder Shares vested. (2) The number of Legacy Rover shares was determined from the 32,434,987 shares of Legacy Rover common stock and 87,496,938 shares of Legacy Rover redeemable convertible preferred stock outstanding, which were converted to an equal number of shares of Legacy Rover common stock upon the closing of the Merger, and then converted at the Exchange Ratio of 1.0379 to Class A common stock of the Company. All fractional shares were rounded down to the nearest whole share. The Merger was accounted for as a reverse recapitalization under GAAP because Legacy Rover has been determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, Caravel was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Company will represent a continuation of the financial statements of Legacy Rover with the Merger treated as the equivalent of Legacy Rover issuing stock for the net assets of Caravel, accompanied by a recapitalization. The net assets of Caravel are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Legacy Rover. Legacy Rover was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Legacy Rover stockholders comprising a relative majority of the voting power of Rover; • Legacy Rover will have the ability to nominate a majority of the members of the board of directors of Rover; • Legacy Rover’s operations prior to the acquisition comprising the only ongoing operations of Rover; • Legacy Rover’s senior management comprising a majority of the senior management of Rover; and • Rover substantially assuming the Legacy Rover name. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances The Company’s contract liabilities consist of deferred revenue. The changes in the Company’s contract liabilities were as follows (in thousands): Balance at June 30, 2021 $ 8,167 Bookings and other 32,067 Revenue recognized (34,231) Balance at September 30, 2021 $ 6,003 Balance at December 31, 2020 $ 751 Bookings and other 73,900 Revenue recognized (68,648) Balance at September 30, 2021 $ 6,003 |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 37,859 $ — $ — $ 37,859 Total assets measured at fair value $ 37,859 $ — $ — $ 37,859 Liabilities Earnout liabilities $ — $ — $ 266,390 $ 266,390 Derivative warrant liabilities (Public Warrants) 23,320 — — 23,320 Derivative warrant liabilities (Private Warrants) — — 10,974 10,974 Total liabilities measured at fair value $ 23,320 $ — $ 277,364 $ 300,684 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 37,854 $ — $ — $ 37,854 Total assets measured at fair value $ 37,854 $ — $ — $ 37,854 The following table provides a reconciliation of the beginning and ending balances for the level 3 financial liabilities measured at fair value using significant unobservable inputs (in thousands): Earnout Private Warrant Balance at December 31, 2020 $ — $ — Additions during the period 228,082 7,677 Change in fair value 71,318 3,297 Reclassification of earnout liability upon Triggering Events (33,010) — Balance at September 30, 2021 $ 266,390 $ 10,974 Valuation of Earnout Liabilities Upon the closing of the Merger, the Earnout Shares were accounted for as a liability because the triggering events that determine the number of shares to be earned included events that were not indexed to the common stock of the Company, with the change fair value recognized in Change in fair value of earnout liabilities in the condensed consolidated statement of operations. The estimated fair value of the Earnout Shares was determined using a Monte Carlo simulation valuation model using the following assumptions at each valuation date: September 30, 2021 September 29, 2021 July 30, Stock price $ 13.59 $ 13.59 $ 10.99 Risk-free interest rate 1.29 % 1.29 % 1.00 % Expected term (in years) 6.8 6.8 7.0 Expected volatility 56.50 % 56.50 % 57.20 % Dividend yield — % — % — % Current stock price : The stock price was based on the closing price as of the valuation date. Risk-free interest rate : The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected seven-year term of the earnout period. Expected term : The expected term is the seven-year term of the earnout period. Expected volatility : The volatility rate was determined using an average of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected seven-year term of the awards. Expected dividend yield : The expected dividend yield is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future. Triggering Event I and Triggering Event II occurred on September 29, 2021 resulting in the vesting of 1,969,302 Sponsor Earnout Shares on September 29, 2021 and 17,540,964 Rover Earnout Shares being subsequently issued on October 6, 2021. The estimated fair value of the earnout liability related to the Sponsor Earnout Shares was remeasured to $33.0 million on September 29, 2021, which included: (i) $26.7 million related to the Sponsor Earnout Shares that vested upon the occurrence of Triggering Event I and Triggering Event II associated with the $12.00 and $14.00 volume-weighted Class A common stock average price (“VWAP”) per share thresholds as of September 29, 2021, and was recorded to additional paid-in capital on September 29, 2021 as such shares were issued and outstanding and thus the obligation was considered settled; and (ii) $6.3 million related to the estimated fair value of the remaining 492,325 Sponsor Earnout Shares subject to vesting upon the occurrence of the Triggering Event III associated with the $16.00 VWAP per share threshold based on a Monte Carlo simulation valuation model as of September 29, 2021. On September 29, 2021, the fair value of the remaining unvested Sponsor Earnout Shares was reclassified to equity because the Sponsor Earnout Shares became an instrument contingently issuable upon the occurrence of a triggering event into a fixed number of Class A common shares that is not based on an observable market price or index other than the Company’s own common stock price. The estimated fair value of the earnout liability related to the Rover Earnout Shares was remeasured to $266.4 million on September 30, 2021, which included: (i) $238.4 million related to the Rover Earnout Shares issuable upon the occurrence of Triggering Event I and Triggering Event II associated with the $12.00 and $14.00 VWAP per share thresholds as of September 30, 2021; and (ii) $28.0 million related to the estimated fair value of the remaining 2,192,687 Rover Earnout Shares issuable upon the occurrence of the Triggering Event III associated with the $16.00 VWAP per share threshold based on a Monte Carlo simulation valuation model as of September 30, 2021. The change in fair value of the earnout liability resulted in a loss of $71.3 million recognized in the condensed consolidated statement of operations for the three and nine months ended September 30, 2021. The 17,540,964 Rover Earnout Shares that vested upon the occurrence of Triggering Event I and Triggering Event II on September 29, 2021 will be recorded at fair value until issued on October 6, 2021, at which time the then current fair value will be reclassified to additional paid in capital. Valuation of Private Warrant Derivative Liability The Private Warrants were initially recorded as a liability on the Closing Date, at a fair value of $7.7 million and were remeasured to fair value as of September 30, 2021, resulting in a loss of $3.3 million for the three and nine months ended September 30, 2021, classified within Change in fair value of derivative warrant liabilities, in the condensed consolidated statements of operations. The estimated fair value of the Private Warrants was determined using a Monte Carlo simulation valuation model using the following assumptions at each valuation date: September 30, 2021 July 30, Stock price $ 13.59 $ 10.99 Risk-free interest rate 0.94 % 0.69 % Expected term (in years) 4.8 5.0 Expected volatility 36.50 % 31.50 % Dividend yield — % — % Current stock price : The stock price was based on the closing price as of the valuation date. Risk-free interest rate : The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected with the term of the warrant expiration. Expected term : The expected term represents the period that the warrants are expected to be outstanding and is determined based on maturity of the warrants. Expected volatility : The volatility rate was determined using the implied volatility of the Public Warrants to estimate the volatility for the Private Warrants. Expected dividend yield : The expected dividend yield is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
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): September 30, December 31, Computers $ 1,632 $ 1,346 Furniture and fixtures 3,857 3,906 Leasehold improvements 13,663 13,660 Internal-use software 22,081 20,850 Total property and equipment 41,233 39,762 Less: Accumulated depreciation and amortization (19,281) (14,839) Total property and equipment, net $ 21,952 $ 24,923 Depreciation and amortization of property and equipment was $1.0 million and $2.9 million for the three and nine months ended September 30, 2021, respectively, and $0.9 million and $2.7 million for the three and nine months ended September 30, 2020, respectively. Depreciation and amortization of property and equipment was recorded to depreciation and amortization in the condensed consolidated statements of operations. Internal-use software amortization was $1.7 million and $5.2 million for the three and nine months ended September 30, 2021, respectively, and $1.8 million and $5.6 million for the three and nine months ended September 30, 2020, 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 April 2020, the Company accelerated the amortization of $2.6 million in internal-use software related to the Rover Now service which was discontinued and is recorded in cost of revenue (exclusive of depreciation and amortization shown separately) in the condensed consolidated statements of operations. Accrued Expenses and Other Current Liabilities The following table presents the detail of accrued expenses and other current liabilities as follows (in thousands): September 30, December 31, Accrued merchant fees $ 8 $ 172 Income and other tax liabilities 1,012 185 Accrued legal expenses and open claims 1,017 382 Lease incentive, current — 491 Accrued interest 14 259 Accrued professional services 540 872 Other current liabilities 238 386 Total accrued expenses and other current liabilities $ 2,829 $ 2,747 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
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. Intangible Assets The gross book value and accumulated amortization of intangible assets were as follows (in thousands): September 30, 2021 Gross Book Accumulated Net Book Pet parent relationships $ 16,290 (11,181) $ 5,109 Pet service provider relationships 2,000 (1,944) 56 Tradenames 950 (855) 95 Total $ 19,240 $ (13,980) $ 5,260 December 31, 2020 Gross Book Accumulated Net Book Pet parent relationships $ 16,290 $ (9,117) $ 7,173 Pet service provider relationships 2,000 (1,444) 556 Tradenames 950 (712) 238 Total $ 19,240 $ (11,273) $ 7,967 The weighted average amortization period remaining as of September 30, 2021 for each class of intangible assets were as follows (in years): Pet parent relationships 4.2 Pet service provider relationships 0.1 Tradenames 0.5 Amortization expense related to acquired intangible assets for the three and nine months ended September 30, 2021 was $0.9 million and $2.7 million, respectively, and $1.2 million and $4.2 million for the three and nine months ended September 30, 2020, respectively. The Company did not recognize any intangible asset impairment losses for any of the periods presented. Based on amounts recorded at September 30, 2021, the Company estimates intangible asset amortization expense in each of the years ending December 31 as follows (in thousands): Remainder of 2021 $ 792 2022 1,347 2023 814 2024 814 2025 814 Thereafter 679 Total $ 5,260 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt In March 2020, the Company borrowed $11.4 million and $15.0 million under the variable rate revolving line of credit and variable rate growth capital advance components, respectively, of the credit facility, and $30.0 million under the subordinated credit facility. In April 2020, the Company was approved for and received a $8.1 million loan from the Small Business Administration’s Paycheck Protection Program (“PPP”). In August 2020, the Company repaid the outstanding balance of the revolving line of credit and the growth capital advance. Upon closing of the Merger, the Company repaid in full the subordinated credit facility of $30.0 million and the PPP loan of $8.1 million. Additionally, in accordance with the subordinated credit facility, the Company made a final termination payment of $0.9 million and accelerated $0.4 million of unamortized debt issuance costs at the termination of the subordinated credit facility. As of September 30, 2021, the Company had no debt outstanding and terminated its revolving line of credit. Revolving Line of Credit The Company renegotiated the credit facility during August 2020 to extend the maturity of the revolving line of credit to May 2022. Subject to the terms and conditions of the credit facility, the lender agreed to make revolving loans to the Company in an amount not to exceed $15.0 million during the term of the agreement. Interest accrued at the greater of (1) 4.50% and (2) the Prime Rate plus a margin of 0.50% per year (4.50% at September 30, 2021), unless certain milestones were achieved then interest accrued at the greater of (1) 4.00% and (2) the Prime Rate. Interest was payable monthly. The Company was required to pay an unused credit facility fee to the lender each quarter in an amount equal to 0.30% per year times the average unused portion of the revolving line. The Company borrowed and repaid $11.4 million on the revolving loan during the year ended December 31, 2020 and issued a $3.5 million letter of credit for the security deposit on its Seattle headquarters and Spokane office space, which reduced the amount available under the revolving line of credit. At September 30, 2021, the Company closed its revolving line of credit and retained an unsecured $3.5 million letter of credit for the security deposit on its Seattle headquarters and Spokane office space. Growth Capital Advance The Company renegotiated the credit facility during August 2020 to amend the growth capital advance component, including extending the maturity to June 2024. Subject to the terms and conditions of the credit facility, the lender agreed to make advances to the Company in three tranches not to exceed $5.0 million under each tranche, up to the total amount of $15.0 million during the draw period, which was available until June 30, 2021. During 2020, the Company drew on the $15.0 million growth capital advance and repaid the outstanding balance. At September 30, 2021, no amounts were outstanding, and the Company can no longer borrow under the growth capital advance component of the credit facility. 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 were 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 (7.50% at September 30, 2021). 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. As of September 30, 2021, the Company no longer has the ability to make any future draws. The Company had collateralized the credit facility and the subordinated credit facility with substantially all of its tangible and intangible assets. The credit facility included several affirmative and negative covenants, as well as financial covenants. Financial covenants included minimum liquidity and minimum net revenue amounts and were applicable if the Company’s overall liquidity, as renegotiated in March 2021, was less than or equal to $65.0 million at the end of a reporting period. If the Company defaulted under the terms of the credit facility, it would not be permitted to draw additional funds on the revolving line of credit and the lenders could accelerate the Company’s obligation to pay all outstanding amounts. The Company was in compliance with all of its financial covenants as of the date of its full repayment of the term loan advance upon the Closing of the Merger. In conjunction with the credit facility and the subordinated credit facility, the Company issued warrants to the lenders to purchase the Company’s common stock. 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, the PPP which was established under the Coronavirus Aid, Relief, and Economic Security Act and was administered by the U.S. Small Business Administration. The term of the PPP loan was two years with a maturity date of April 2022 and accrued interest at a rate of 1.00% per year. Interest was payable monthly. Payments of principal and interest on the PPP loan were deferred until August 2021. The PPP loan was eligible for forgiveness if the proceeds were used for qualified purposes within a specified period. Upon the Closing of the Merger, the Company repaid the PPP loan of $8.1 million and accrued interest of $0.1 million. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company leases certain office space in Seattle and Spokane, Washington and Barcelona, Spain with the lease terms ranging from 21 to 137 months. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional 1 to 7 years. These renewal options have not been considered in the determination of the ROU assets and lease liabilities associated with these leases as the Company has determined it is not reasonably certain it will exercise such options. In September 2018, the Company entered into a non-cancellable sublease agreement for a portion of one of its leased facilities that commenced on November 1, 2018. In February 2020, the Company amended the sublease to extend the term for an additional two years. Under the terms of the amended sublease agreement, the Company will receive an additional $1.4 million in base lease payments plus reimbursement of certain operating expenses over the term of the sublease, which ends in October 2022. In April 2021, the Company entered into a non-cancellable sublease agreement for a portion of one of its leased facilities that commenced on September 1, 2021. Under the terms of the sublease agreement, the Company will receive $1.7 million in base lease payments plus reimbursement of certain operating expenses over the term of the sublease, which ends in August 2024. The subtenant has the option to renew the sublease for one The components of lease cost were as follows (in thousands): Three Months Ended Nine Months Ended Operating lease cost $ 1,046 $ 3,011 Short-term lease cost 19 138 Sublease income (304) (649) Total lease cost $ 761 $ 2,500 Other information related to leases was as follows (in thousands): Nine Months Ended Cash paid for operating lease liabilities $ 3,159 Lease term and discount rate were as follows: As of September 30, 2021 Weighted-average discount rate 7.12 % Weighted-average remaining lease term (years) 7.88 Maturities of lease liabilities were as follows as of September 30, 2021 (in thousands): Year Ending December 31 Amounts Remainder of 2021 $ 1,156 2022 4,669 2023 4,700 2024 4,563 2025 4,693 Thereafter 18,209 Total lease payments 37,990 Less: imputed interest (9,331) Present value of lease liabilities 28,659 Less: current portion of lease liabilities (2,726) Total lease liabilities, noncurrent $ 25,933 Under ASC Topic 840, Leases , contractual commitments related to operating leases were as follows as of December 31, 2020 (in thousands): Year Ending December 31 Amounts 2021 $ 4,356 2022 4,303 2023 4,433 2024 4,563 2025 4,693 Thereafter 18,209 Total $ 40,557 Net rent expense was $1.0 million and $2.8 million for the three and nine months ended September 30, 2020, respectively. Net rent expense includes sublease income of $0.2 million and $0.6 million for the three and nine months ended September 30, 2020, respectively. Guarantees and Indemnification In the ordinary course of business to facilitate sales of its services, the Company has entered into agreements with, among others, suppliers, and partners that include guarantees or indemnity provisions. The Company also enters into indemnification agreements with its officers and directors, and the Company’s certificate of incorporation and bylaws include similar indemnification obligations to its officers and directors. To date, there have been no claims under any indemnification provisions, therefore there is no accrual of such amounts for any of the periods presented. The Company is unable to determine the maximum potential impact of these indemnifications on the 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 may be a 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. 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. 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 that there was not a reasonable possibility that it had incurred a material loss during the periods presented related to such loss contingencies. Therefore, the Company has not recorded a reserve for any contingencies. 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. In addition, the Company may also find itself at greater risk to outside party claims or regulatory actions as it increases and continues its operations in jurisdictions where the laws with respect to the potential liability of online marketplaces or the employment classification of service providers who use online marketplaces are uncertain, unfavorable or unclear. Additionally, from time to time, the Company may become subject to audit by taxing authorities or subject to other forms of inspection or audit. 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, 2021 and December 31, 2020 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 | 9 Months Ended |
Sep. 30, 2021 | |
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 Select Market under the ticker symbols “ROVR” and “ROVW,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 990,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2021, the Company had 157.6 million shares of Class A common stock issued and outstanding. Prior to the Merger, Legacy Rover had outstanding shares of Series A, Series B, Series C, Series D, Series D-1, Series E, Series F, and Series G redeemable convertible preferred stock. Upon the Closing, each share of Legacy Rover redeemable convertible preferred stock was converted to one share of Legacy Rover common stock. Holders of the outstanding Legacy Rover common stock received shares of the Company’s Class A common stock in an amount determined by application of the Exchange Ratio, as discussed in Note 3—Reverse Recapitalization. The Company had reserved shares of Class A common stock for issuance, on an as-converted basis, as follows (in thousands): September 30, December 31, Conversion of redeemable convertible preferred stock — 90,814 Common stock warrants outstanding — 1,118 Private Warrants 2,574 — Public Warrants 5,500 — Rover Earnout Shares 19,734 — Sponsor Earnout Shares 492 — Stock options issued and outstanding 19,955 24,700 Shares available for future equity grants 17,258 5,199 Total 65,513 121,831 Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock having a par value of $0.0001 per share. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. As of September 30, 2021, no shares of preferred stock were issued and outstanding. The Company had outstanding redeemable convertible preferred stock as of December 31, 2020 as follows (in thousands, except per share amounts): Shares Authorized Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Liquidation Preference Series A 8,710 9,040 $ 0.4478 $ 3,325 $ 4,048 Series B 14,104 14,639 0.6528 9,397 9,556 Series C 12,431 12,903 1.1238 14,596 14,500 Series D 7,677 7,968 2.0080 14,036 16,000 Series D-1 3,359 3,486 2.0078 6,981 7,000 Series E 11,021 11,439 3.4969 39,906 40,000 Series F 11,772 12,218 5.3199 64,833 65,000 Series G 18,537 19,121 7.2536 137,353 138,698 Total 87,611 90,814 $ 290,427 $ 294,802 As of September 30, 2021 all redeemable convertible preferred stock had been converted to Class A common stock of the Company. Dividend Class A common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company’s board of directors and will depend on, among other things, the Company’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company’s board of directors may deem relevant. |
Stock Warrants
Stock Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stock Warrants | Stock Warrants Public and Private Warrants Prior to the Merger, Caravel issued 5,166,667 Private Warrants and 5,500,000 Public Warrants. 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 become exercisable on December 11, 2021 and terminate five years after the Closing. Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants, in whole and not in part, upon a minimum of 30 days’ prior written notice of redemption (“Redemption Period”). The Company may redeem the outstanding Public Warrants for cash at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. For purposes of the redemption, “Reference Value” shall mean the last reported sales price of the Company’s Class A common stock for any twenty thirty The Private Warrants are identical to the Public Warrants except that the Private Warrants are not transferable, assignable or salable until 30 days after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees then such warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the Public Warrants. On September 14, 2021, the Company filed a Registration Statement on Form S-1. This Registration Statement relates to, among other things, the registration of the offer and sale of the Private Warrants and the issuance of an aggregate of up to 8,074,164 shares of Class A common stock underlying the Warrants. As of September 30, 2021, there were 8,074,164 Warrants outstanding, and no Warrants had been exercised. Other Common Stock Warrants Legacy Rover also issued common stock warrants to various service providers, lenders, and investors, at various points in time, which were subsequently converted to common stock warrants of the Company. Upon consummation of the Merger, each Legacy Rover warrant that was outstanding was assumed by Caravel and converted into a common stock warrant exercisable for Class A common stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Legacy Rover capital stock subject to the Legacy Rover warrant immediately prior to the Merger multiplied by (2) the Exchange Ratio. Such warrants have a per share exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per share of Legacy Rover capital stock subject to the Legacy Rover warrant immediately prior to the Merger by (2) the Exchange Ratio, and, except as specifically provided in the Merger Agreement, each warrant continues to be governed by the same terms and conditions (including vesting and exercise terms) as were applicable to the corresponding former Legacy Rover warrant immediately prior to the Merger. Upon the Closing of the Merger, warrants to purchase 631,000 shares of common stock were net exercised resulting in the issuance of 448,000 shares of Class A common stock. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2011 Equity Incentive Plan Legacy Rover’s 2011 Equity Incentive Plan (the “2011 Plan’’) allowed Legacy Rover to grant incentive and non-qualified stock options, restricted stock and other stock-based awards to employees, non-employees, and directors of Legacy Rover. In connection with the Closing of the Merger, the 2011 Plan was terminated, the remaining unallocated share reserve under the 2011 Plan was cancelled and no new awards will be granted under the 2011 Plan. Options exercisable for 20.4 million shares of Class A common stock outstanding under the 2011 Plan at Closing were assumed by the Company under the 2021 Plan (defined below). 2021 Equity Incentive Plan In connection with the Closing of the Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) under which 17.2 million shares of Class A common stock were initially reserved for issuance, plus up to 20.4 million shares subject to stock options that were assumed in the Merger and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest. The 2021 Plan permits the grant of incentive and non-qualified stock options, restricted stock, restricted stock units and other stock-based awards to employees, directors, and consultants of the Company. As of September 30, 2021, the Company had 17.3 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. Stock Options A summary of stock option activity is as follows (in thousands, except per share amounts and years): Options Number of Weighted- Weighted- Aggregate Balances as of December 31, 2020 4,330 20,574 $ 1.74 6.4 $ 83,570 Retroactive application of reverse recapitalization 869 4,126 Balance as of December 31, 2020, as converted 5,199 24,700 $ 1.45 6.4 $ 83,570 Options authorized 17,200 Options exercised — (2,881) 1.08 Options cancelled in connection with termination of 2011 Plan (7,005) Options cancelled and forfeited 1,864 (1,864) 2.68 Balances as of September 30, 2021 17,258 19,955 $ 1.53 6.1 $ 240,692 Options vested and exercisable – September 30, 2021 15,369 $ 1.36 5.5 $ 187,904 The weighted-average grant-date fair value of options granted during the three and nine months ended September 30, 2020 was $0.21 and $0.49, respectively. There were no options granted during the nine months ended September 30, 2021. The aggregate intrinsic value of stock options exercised during the three and nine months ended September 30, 2021 was $14.5 million and $19.9 million, respectively, and was $0.2 million and $0.7 million during the three and nine months ended September 30, 2020, respectively. The fair value of options vested during the three and nine months ended September 30, 2021 was $0.9 million and $2.9 million, respectively, and was $1.2 million and $4.0 million during the three and nine months ended September 30, 2020, respectively. 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 September 30, Nine Months Ended 2021 2020 2021 2020 Operations and support $ 43 $ 100 $ 144 $ 261 Marketing 71 123 238 348 Product development 287 510 981 1,459 General and administrative 593 1,056 1,779 2,200 Total stock-based compensation expense $ 994 $ 1,789 $ 3,142 $ 4,268 No income tax benefit related to stock-based compensation was recorded during the three and nine months ended September 30, 2021 and 2020 as the Company maintained a full valuation allowance against its net deferred tax assets within the United States. As of September 30, 2021, total unrecognized compensation cost related to unvested stock options was $5.3 million, which was expected to be recognized over a weighted average remaining service period of 1.9 years. Stock Option Modification During the year ended December 31, 2020, the Company experienced significant disruption to its business as a result of the rapid development of COVID-19 and the corresponding reduction in the demand for its marketplace services. In response to the impact of COVID-19, the Company implemented a restructuring plan in April 2020 whereby approximately 50% of employees were terminated or placed on standby. In connection with this restructuring, the Company amended the terms of stock options previously awarded to impacted employees. For employees who were terminated as part of the restructuring, the Company allowed pro-rata vesting of pre-cliff awards up to the termination date that would have otherwise been forfeited upon termination and extended the exercise period of vested stock options from 90 days to three years from the termination date. For employees who remained employed after the restructuring, the stock options were modified based on the fair value of the Company’s common stock as determined by the board of directors. In April 2020, the Company modified options to exercise 3,100,000 shares held by terminated employees. The Company reversed the previously recognized expense for pre-cliff awards, recorded the incremental expense based on the modification-date fair value of awards that became vested under the pro-rata acceleration, and recorded any excess between the fair value of the vested awards immediately prior to and after the modification. The Company immediately recognized net incremental expense of $0.3 million related to these options. In July 2020, the Company modified options to exercise 6,800,000 shares held by then-current employees. The Company repriced options held by current employees with an exercise price greater than $1.99 per share. As part of the repricing, the original options were canceled and new options were granted with an exercise of $1.99 per share and a remaining contractual term of ten years. The new options were subject to the same service-based vesting schedule as the original options. The repricing was recorded as a stock option modification whereby the incremental fair value of each option was determined at the date of the modification and $0.4 million was immediately recognized related to vested options. During the three and nine months ended September 30, 2021, the Company recognized total stock-based compensation expense of $0.1 million and $0.3 million related to these repriced options, respectively. For the three and nine ended September 30, 2020, the Company recognized total stock-based compensation expense of $0.5 million related to these repriced options. As of September 30, 2021, there was remaining incremental fair value of $0.4 million which will be recognized over the remaining requisite service period. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe 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 rate for the three months ended September 30, 2021 and 2020 was 0.0% and 0.7%, respectively, and 0.3% and 0.2% for the nine months ended September 30, 2021 and 2020, respectively. The change in effective tax rate is primarily due to a discrete item in the second quarter of 2021 related to the enacted tax law change which increased the general United Kingdom tax rate from 19.0% to 25.0%, effective April 1, 2023 and the effect of U.S. losses being excluded from the Company’s estimated annual effective tax rate due to recording a full valuation allowance on the U.S. deferred tax assets. During the three and nine months ended September 30, 2021, the amount of gross unrecognized tax benefits increased by $5 thousand and $12 thousand, 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 | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ (84,536) $ (10,359) $ (97,933) $ (48,983) Denominator: Weighted-average shares used to compute basic and diluted net loss per share 116,597 30,008 59,825 29,834 Net loss per common share - basic and diluted $ (0.73) $ (0.35) $ (1.64) $ (1.64) 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): September 30, 2021 2020 Redeemable convertible preferred stock — 90,814 Outstanding stock options 19,955 25,481 Outstanding common stock warrants — 1,118 Private Warrants 2,574 — Public Warrants 5,500 — Sponsor Earnout Shares 492 — Total 28,521 117,413 The 2,192,687 remaining unvested Rover Earnout Shares are excluded from basic and diluted net loss per share as such shares are contingently issuable until the share price of the Company’s common stock exceeds specified thresholds that have not been achieved as of September 30, 2021. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In response to the impact of COVID-19, the Company implemented a restructuring plan in April 2020 whereby approximately 50% of employees were terminated or placed on standby. In connection with this restructuring, the Company incurred total severance-related and legal costs of $3.8 million, as well as modified the terms of stock options previously awarded to impacted employees (see Note 1 2 —Stock-Based Compensation ). As of September 30, 2021 and December 31, 2020, there was no remaining liability for restructuring-related costs. The following table summarizes restructuring charges recorded in each component of costs and expenses in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended Operations and support $ 174 $ 795 Marketing 84 592 Product development 138 1,741 General and administrative 116 623 Total restructuring charges $ 512 $ 3,751 There were no restructuring charges recorded in costs and expenses in the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2021. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn November 2, 2021, the Compensation Committee of the Company’s board of directors approved grants of an aggregate 2,827,495 restricted stock units (“RSUs”) under the 2021 Plan to executive officers and employees of the Company. On the same date, the Company’s board of directors (the “Board”) approved grants of an aggregate 115,311 RSUs under the 2021 Plan to non-employee directors that qualify as “Outside Directors” under the Company’s Outside Director Compensation Policy. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2020 included in the prospectus filed by the Company with the SEC on September 23, 2021 (the “Prospectus”). The information as of December 31, 2020 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 and the fair value of preferred stock prior to the reverse recapitalization, earnout liabilities and derivative warrant liabilities. 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 service 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 competition including from larger companies that may have greater name recognition, longer operating histories, more and better established customer relationships and greater resources than the Company. The Company’s ability to provide a reliable platform largely depends on the efficient and consistent operation of its computer information systems and those of its third-party service providers. Any significant interruptions could harm the Company’s business and reputation and result in a loss of business. Further, there has been evidence that the Company has been the subject of cyber-attacks, and it is possible that it will be subject to similar attacks in the future. These attacks may be primarily aimed at interrupting the Company’s business, exposing it to financial losses, or exploiting information security vulnerabilities. To management’s knowledge, no prior attacks or breaches have, individually, or in the aggregate, resulted in any material liability to the Company, any material damage to its reputation, or any material disruption to the Company’s business. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash, investments and accounts receivable. The Company maintains cash balances that may exceed the insured limits set by the Federal Deposit Insurance Corporation. The Company reduces credit risk by placing cash balances with major U.S. financial institutions that management assesses to be of high-credit quality. |
Internal-Use Software | Capitalized website development and internal-use software costs are included in property and equipment, net in the condensed consolidated balance sheets. |
Leases (since January 1, 2021) | Leases (since January 1, 2021) The Company determines if an arrangement is or contains a lease at contract inception by assessing whether the arrangement contains an identified asset and whether the lessee has the right to control such asset. Lessees are required to classify leases as either finance or operating leases and to record a right-of-use (“ROU”) asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. The Company determines the initial classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. The Company does not have material finance leases. For leases with a term greater than 12 months, the Company records the related ROU asset and lease liability at the present value of lease payments over the term. The term of the Company’s leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also includes options to extend or terminate the lease that the Company is reasonably certain to exercise. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability. The Company has elected, for all classes of underlying assets, not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. The Company has also elected to not separate lease and non-lease components for office equipment leases and, as a result, accounts for lease and non-lease components as one component. The Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease payments may be fixed or variable; however, only fixed payments are included in the Company’s lease liability calculation. Lease costs for the Company’s operating leases are recognized on a straight-line basis within operating expenses over the lease term. The Company’s lease agreements may contain non-lease components such as common area maintenance, operating expenses or other costs, which are expensed as incurred. |
Restructuring Charges | Restructuring Charges Costs and liabilities associated with restructuring are recorded in the period management commits to a restructuring or cost reduction plan, or executes specific actions contemplated by the plan and all criteria for liability recognition have been met. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and related liabilities are recorded within accrued compensation and related expenses on the consolidated balance sheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company is provided the option to adopt new or revised accounting guidance as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as private companies, including early adoption when permissible. With the exception of standards the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as private companies, as indicated below. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , as amended, with guidance regarding the accounting for and disclosure of leases. The standard requires lessees to recognize a ROU asset and lease liability on its consolidated balance sheet for all leases with a term longer than twelve months. This update also requires lessees and lessors to disclose key information about their leasing transactions. The guidance is effective for the Company for the year beginning after December 15, 2021. Early adoption is permitted. The Company early adopted this standard on January 1, 2021 using the transition method that provides for a cumulative-effect adjustment to retained earnings upon adoption. There was no impact on the Company’s accumulated deficit as of January 1, 2021 as a result of the adoption of this standard. The condensed consolidated financial statements for the three and nine months ended September 30, 2021 are presented under the new standard, while the comparative period presented is not adjusted and continues to be reported in accordance with the Company’s historical accounting policy. The adoption of the new lease standard resulted in the recognition of operating lease ROU assets of $22.8 million and operating lease liabilities of $29.6 million as of January 1, 2021. In connection with the adoption of this standard, deferred rent, net of current portion of $2.2 million and lease incentives of $4.6 million, which were previously recorded in accrued expenses and other current liabilities and other non-current liabilities on the consolidated balance sheet as of December 31, 2020, were derecognized. The new standard also provided practical expedients for an entity’s ongoing accounting as well as transition. The Company has elected the: (1) short-term lease recognition exemption for all leases that qualify, whereby the Company will not recognize ROU assets or lease liabilities for existing short-term leases of those assets in transition; (2) practical expedient to not separate lease and non-lease components for office equipment leases; and (3) transition package of three expedients, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. In August 2018, the FASB issued ASU 2018-15, Intangible – Goodwill and Other-Internal-Use Software , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for the Company for the year beginning after December 15, 2020. The Company adopted this standard on January 1, 2021 using the prospective transition method. The adoption of the new standard did not have a material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes . This ASU simplifies accounting for income taxes by removing the exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or gain for other items, the exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, the exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This ASU also includes other requirements related to franchise tax, goodwill as part of a business combination, consolidations, changes in tax laws, and affordable housing projects. The guidance is effective for the Company for the year beginning after December 15, 2021. Early adoption is permitted. The Company early adopted this standard on January 1, 2021. The adoption of the new standard did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , as amended, which amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities from an incurred loss methodology to an expected loss methodology. For assets held at amortized cost basis, the guidance eliminates the probable initial recognition threshold and instead requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses are recorded through an allowance for credit losses, rather than a write-down, limited to the amount by which fair value is below amortized cost. Additional disclosures about significant estimates and credit quality are also required. The guidance is effective for the Company for the year beginning after December 15, 2022. The Company is currently assessing the potential impact of adopting ASU 2016-13 on its 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 is currently assessing the potential impact of adopting ASU 2020-01 on its 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 is currently assessing the potential impact of adopting ASU 2020-06 on its 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 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 Company is currently assessing the potential impact of adopting ASU 2021-04 on its 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 will apply the guidance in ASU 2021-08 on a prospective basis for business combinations occurring during the fiscal year in which the Company adopts the amendments. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The number of shares of Class A common stock issued immediately following the consummation of the Merger at July 30, 2021 was: Number of Shares Common stock of Caravel outstanding prior to the Merger 27,500,000 Less redemption of Caravel shares (14,677,808) Caravel Sponsor Earnout Shares outstanding prior to the Merger 6,875,000 Less forfeiture of Caravel Sponsor Earnout Shares (1) (975,873) Common stock of Caravel (1) 18,721,319 Shares issued in PIPE financing 5,000,000 Shares issued in Sponsor Backstop Subscription Agreement 8,000,000 Shares issued in Assignment Agreement 1,000,000 Merger and PIPE financing shares 32,721,319 Legacy Rover shares (2) 124,477,819 Total 157,199,138 _______________ (1) Upon the Merger closing, 3,437,500 Sponsor Earnout Shares vested, 975,873 were forfeited and 2,461,627 Sponsor Earnout Shares remained outstanding and unvested. At Closing, the remaining 2,461,627 Sponsor Earnout Shares were subject to vesting conditions based upon the occurrence of certain triggering events. At the close of trading on September 29, 2021, pursuant to the Business Combination Agreement and the achievement of Trigger Events I and II, 1,969,300 Founder Shares vested. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Liabilities | The Company’s contract liabilities consist of deferred revenue. The changes in the Company’s contract liabilities were as follows (in thousands): Balance at June 30, 2021 $ 8,167 Bookings and other 32,067 Revenue recognized (34,231) Balance at September 30, 2021 $ 6,003 Balance at December 31, 2020 $ 751 Bookings and other 73,900 Revenue recognized (68,648) Balance at September 30, 2021 $ 6,003 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 37,859 $ — $ — $ 37,859 Total assets measured at fair value $ 37,859 $ — $ — $ 37,859 Liabilities Earnout liabilities $ — $ — $ 266,390 $ 266,390 Derivative warrant liabilities (Public Warrants) 23,320 — — 23,320 Derivative warrant liabilities (Private Warrants) — — 10,974 10,974 Total liabilities measured at fair value $ 23,320 $ — $ 277,364 $ 300,684 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market fund $ 37,854 $ — $ — $ 37,854 Total assets measured at fair value $ 37,854 $ — $ — $ 37,854 |
Schedule of Level 3 Financial Liabilities | The following table provides a reconciliation of the beginning and ending balances for the level 3 financial liabilities measured at fair value using significant unobservable inputs (in thousands): Earnout Private Warrant Balance at December 31, 2020 $ — $ — Additions during the period 228,082 7,677 Change in fair value 71,318 3,297 Reclassification of earnout liability upon Triggering Events (33,010) — Balance at September 30, 2021 $ 266,390 $ 10,974 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The estimated fair value of the Earnout Shares was determined using a Monte Carlo simulation valuation model using the following assumptions at each valuation date: September 30, 2021 September 29, 2021 July 30, Stock price $ 13.59 $ 13.59 $ 10.99 Risk-free interest rate 1.29 % 1.29 % 1.00 % Expected term (in years) 6.8 6.8 7.0 Expected volatility 56.50 % 56.50 % 57.20 % Dividend yield — % — % — % The estimated fair value of the Private Warrants was determined using a Monte Carlo simulation valuation model using the following assumptions at each valuation date: September 30, 2021 July 30, Stock price $ 13.59 $ 10.99 Risk-free interest rate 0.94 % 0.69 % Expected term (in years) 4.8 5.0 Expected volatility 36.50 % 31.50 % Dividend yield — % — % |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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): September 30, December 31, Computers $ 1,632 $ 1,346 Furniture and fixtures 3,857 3,906 Leasehold improvements 13,663 13,660 Internal-use software 22,081 20,850 Total property and equipment 41,233 39,762 Less: Accumulated depreciation and amortization (19,281) (14,839) Total property and equipment, net $ 21,952 $ 24,923 |
Schedule of Accrued Expenses and Other Current Liabilities | The following table presents the detail of accrued expenses and other current liabilities as follows (in thousands): September 30, December 31, Accrued merchant fees $ 8 $ 172 Income and other tax liabilities 1,012 185 Accrued legal expenses and open claims 1,017 382 Lease incentive, current — 491 Accrued interest 14 259 Accrued professional services 540 872 Other current liabilities 238 386 Total accrued expenses and other current liabilities $ 2,829 $ 2,747 |
Schedule of Accrued Expenses and Other Current Liabilities | The following table presents the detail of accrued expenses and other current liabilities as follows (in thousands): September 30, December 31, Accrued merchant fees $ 8 $ 172 Income and other tax liabilities 1,012 185 Accrued legal expenses and open claims 1,017 382 Lease incentive, current — 491 Accrued interest 14 259 Accrued professional services 540 872 Other current liabilities 238 386 Total accrued expenses and other current liabilities $ 2,829 $ 2,747 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross book value and accumulated amortization of intangible assets were as follows (in thousands): September 30, 2021 Gross Book Accumulated Net Book Pet parent relationships $ 16,290 (11,181) $ 5,109 Pet service provider relationships 2,000 (1,944) 56 Tradenames 950 (855) 95 Total $ 19,240 $ (13,980) $ 5,260 December 31, 2020 Gross Book Accumulated Net Book Pet parent relationships $ 16,290 $ (9,117) $ 7,173 Pet service provider relationships 2,000 (1,444) 556 Tradenames 950 (712) 238 Total $ 19,240 $ (11,273) $ 7,967 The weighted average amortization period remaining as of September 30, 2021 for each class of intangible assets were as follows (in years): Pet parent relationships 4.2 Pet service provider relationships 0.1 Tradenames 0.5 |
Schedule of Intangible Assets, Future Amortization Expense | Based on amounts recorded at September 30, 2021, the Company estimates intangible asset amortization expense in each of the years ending December 31 as follows (in thousands): Remainder of 2021 $ 792 2022 1,347 2023 814 2024 814 2025 814 Thereafter 679 Total $ 5,260 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 Nine Months Ended Operating lease cost $ 1,046 $ 3,011 Short-term lease cost 19 138 Sublease income (304) (649) Total lease cost $ 761 $ 2,500 Other information related to leases was as follows (in thousands): Nine Months Ended Cash paid for operating lease liabilities $ 3,159 Lease term and discount rate were as follows: As of September 30, 2021 Weighted-average discount rate 7.12 % Weighted-average remaining lease term (years) 7.88 |
Schedule of Operating Lease Maturity | Maturities of lease liabilities were as follows as of September 30, 2021 (in thousands): Year Ending December 31 Amounts Remainder of 2021 $ 1,156 2022 4,669 2023 4,700 2024 4,563 2025 4,693 Thereafter 18,209 Total lease payments 37,990 Less: imputed interest (9,331) Present value of lease liabilities 28,659 Less: current portion of lease liabilities (2,726) Total lease liabilities, noncurrent $ 25,933 |
Schedule of Lease Maturity Under ASC 840 | Under ASC Topic 840, Leases , contractual commitments related to operating leases were as follows as of December 31, 2020 (in thousands): Year Ending December 31 Amounts 2021 $ 4,356 2022 4,303 2023 4,433 2024 4,563 2025 4,693 Thereafter 18,209 Total $ 40,557 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The Company had reserved shares of Class A common stock for issuance, on an as-converted basis, as follows (in thousands): September 30, December 31, Conversion of redeemable convertible preferred stock — 90,814 Common stock warrants outstanding — 1,118 Private Warrants 2,574 — Public Warrants 5,500 — Rover Earnout Shares 19,734 — Sponsor Earnout Shares 492 — Stock options issued and outstanding 19,955 24,700 Shares available for future equity grants 17,258 5,199 Total 65,513 121,831 |
Temporary Equity | The Company had outstanding redeemable convertible preferred stock as of December 31, 2020 as follows (in thousands, except per share amounts): Shares Authorized Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Liquidation Preference Series A 8,710 9,040 $ 0.4478 $ 3,325 $ 4,048 Series B 14,104 14,639 0.6528 9,397 9,556 Series C 12,431 12,903 1.1238 14,596 14,500 Series D 7,677 7,968 2.0080 14,036 16,000 Series D-1 3,359 3,486 2.0078 6,981 7,000 Series E 11,021 11,439 3.4969 39,906 40,000 Series F 11,772 12,218 5.3199 64,833 65,000 Series G 18,537 19,121 7.2536 137,353 138,698 Total 87,611 90,814 $ 290,427 $ 294,802 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | A summary of stock option activity is as follows (in thousands, except per share amounts and years): Options Number of Weighted- Weighted- Aggregate Balances as of December 31, 2020 4,330 20,574 $ 1.74 6.4 $ 83,570 Retroactive application of reverse recapitalization 869 4,126 Balance as of December 31, 2020, as converted 5,199 24,700 $ 1.45 6.4 $ 83,570 Options authorized 17,200 Options exercised — (2,881) 1.08 Options cancelled in connection with termination of 2011 Plan (7,005) Options cancelled and forfeited 1,864 (1,864) 2.68 Balances as of September 30, 2021 17,258 19,955 $ 1.53 6.1 $ 240,692 Options vested and exercisable – September 30, 2021 15,369 $ 1.36 5.5 $ 187,904 |
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 September 30, Nine Months Ended 2021 2020 2021 2020 Operations and support $ 43 $ 100 $ 144 $ 261 Marketing 71 123 238 348 Product development 287 510 981 1,459 General and administrative 593 1,056 1,779 2,200 Total stock-based compensation expense $ 994 $ 1,789 $ 3,142 $ 4,268 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ (84,536) $ (10,359) $ (97,933) $ (48,983) Denominator: Weighted-average shares used to compute basic and diluted net loss per share 116,597 30,008 59,825 29,834 Net loss per common share - basic and diluted $ (0.73) $ (0.35) $ (1.64) $ (1.64) |
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): September 30, 2021 2020 Redeemable convertible preferred stock — 90,814 Outstanding stock options 19,955 25,481 Outstanding common stock warrants — 1,118 Private Warrants 2,574 — Public Warrants 5,500 — Sponsor Earnout Shares 492 — Total 28,521 117,413 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table summarizes restructuring charges recorded in each component of costs and expenses in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended Operations and support $ 174 $ 795 Marketing 84 592 Product development 138 1,741 General and administrative 116 623 Total restructuring charges $ 512 $ 3,751 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ in Thousands | Jul. 30, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Percent of positions eliminated (in percentage) | 50.00% | |||
Proceeds from the merger | $ 235,600 | |||
Transaction costs | $ (32,700) | |||
Accumulated deficit | $ 354,210 | $ 256,277 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | ||||||
Number of operating segments | segment | 1 | |||||
Number of reportable segments | segment | 1 | |||||
Accounts receivable, net | $ 7,924 | $ 7,924 | $ 2,992 | |||
Capitalized software development costs | 4,600 | $ 5,200 | ||||
Internal-use software amortization | $ 2,600 | $ 1,700 | $ 1,800 | $ 5,200 | $ 5,600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Earnout Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 30, 2021 | Sep. 30, 2021 | Sep. 29, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Aggregate fair value of Earnout Shares | $ 228,100 | $ 266,390 | $ 0 | |
Rover Earnout Shares | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 19,734,183 | 19,734,000 | ||
Earnout period | 7 years | |||
Aggregate fair value of Earnout Shares | $ 266,400 | |||
Rover Earnout Shares | Derivative Instrument, Period, One | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 8,770,748 | |||
Earnout period, stock price trigger | $ 12 | $ 12 | ||
Earnout period, threshold trading days | 20 days | |||
Earnout period, threshold trading day period | 30 days | |||
Rover Earnout Shares | Derivative Instrument, Period, Two | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 8,770,748 | |||
Earnout period, stock price trigger | $ 14 | 14 | ||
Earnout period, threshold trading days | 20 days | |||
Earnout period, threshold trading day period | 30 days | |||
Rover Earnout Shares | Derivative Instrument, Period, Three | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 2,192,687 | |||
Earnout period, stock price trigger | $ 16 | $ 16 | ||
Earnout period, threshold trading days | 20 days | |||
Earnout period, threshold trading day period | 30 days | |||
Aggregate fair value of Earnout Shares | $ 28,000 | |||
Sponsor Earnout Shares | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 2,461,627 | 492,000 | ||
Earnout period | 7 years | |||
Aggregate fair value of Earnout Shares | $ 33,000 | |||
Sponsor Earnout Shares | Derivative Instrument, Period, One | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 984,651 | |||
Earnout period, stock price trigger | $ 12 | |||
Sponsor Earnout Shares | Derivative Instrument, Period, Two | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 984,651 | |||
Earnout period, stock price trigger | $ 14 | |||
Sponsor Earnout Shares | Derivative Instrument, Period, Three | ||||
Class of Stock [Line Items] | ||||
Earnout shares (in shares) | 492,325 | |||
Earnout period, stock price trigger | $ 16 | |||
Aggregate fair value of Earnout Shares | $ 6,300 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Derivative Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jul. 29, 2021 |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 1,118,000 | 8,074,164 | ||
Number of shares called by each warrant (in shares) | 1 | |||
Exercise price of warrant (in dollars per share) | $ 11.50 | |||
Warrants exercisable, period after merger completion | 30 days | |||
Warrants exercisable, period after initial public offering | 12 months | |||
Period which warrants or rights are exercisable | 5 years | |||
Tender or exchange offer, acceptance threshold percent of outstanding shares | 50.00% | |||
Derivative warrant liabilities | $ 22,000 | $ 0 | $ 34,294 | |
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 2,574,164 | 2,574,000 | 5,166,667 | |
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 5,500,000 | 5,500,000 | ||
Exercise price of warrant (in dollars per share) | $ 11.50 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Marketing (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Advertising expense | $ 4.7 | $ 0.8 | $ 8.8 | $ 7.2 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Operating lease right-of-use assets | $ 22,080 | $ 22,800 | |
Present value of lease liabilities | $ 28,659 | $ 29,600 | |
Deferred rent, net of current portion, derecognized | $ 2,200 | ||
Lease incentives, derecognized | $ 4,600 |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) | Jul. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Jul. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Reverse Recapitalization [Line Items] | |||||
Proceeds from reverse recapitalization transaction, gross | $ 268,300,000 | ||||
Cash proceeds from reverse capitalization | $ 128,300,000 | ||||
Recapitalization exchange ratio | 1.0379 | 1.0379 | 1.0379 | 1.0379 | |
Recapitalization adjusted exchange ratio | 1.2006 | ||||
Transaction costs | $ (32,700,000) | ||||
Additional paid-in capital, transaction fees | $ 14,500,000 | ||||
Reverse recapitalization, liabilities assumed | 18,200,000 | ||||
Private Placement | |||||
Schedule Of Reverse Recapitalization [Line Items] | |||||
Private investment in public entity | $ 50,000,000 | ||||
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] | |||||
Private investment in public entity | $ 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, 2021shares | Sep. 30, 2021shares | Jul. 29, 2021shares | Jun. 30, 2021shares | [1] | Mar. 31, 2021shares | [1] | Dec. 31, 2020shares | Sep. 30, 2020shares | [2] | Jun. 30, 2020shares | [2] | Mar. 31, 2020shares | [2] | Dec. 31, 2019shares | |||
Reverse Recapitalization [Line Items] | ||||||||||||||||||
Common stock, shares outstanding (in shares) | 157,199,138 | 157,593,000 | 32,434,987 | 30,398,000 | ||||||||||||||
Shares issued in agreement (in shares) | 32,721,319 | |||||||||||||||||
Legacy Rover shares (in shares) | 124,477,819 | |||||||||||||||||
Convertible preferred stock, shares outstanding (in shares) | 0 | [1] | 87,496,938 | 90,814,000 | 90,814,000 | 90,814,000 | [1] | 90,814,000 | 90,814,000 | 90,814,000 | 90,805,000 | [2] | ||||||
Recapitalization exchange ratio | 1.0379 | 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] | 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. | |||||||||||||||||
[2] | 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. |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 8,167 | $ 751 |
Bookings and other | 32,067 | 73,900 |
Revenue recognized | (34,231) | (68,648) |
Ending balance | $ 6,003 | $ 6,003 |
Fair Value - Assets and Liabili
Fair Value - Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jul. 30, 2021 | Dec. 31, 2020 |
Liabilities | |||
Derivative warrant liabilities | $ 34,294 | $ 22,000 | $ 0 |
Private Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 7,700 | ||
Fair Value, Recurring | |||
Assets | |||
Total assets measured at fair value | 37,859 | 37,854 | |
Liabilities | |||
Earnout liabilities | 266,390 | ||
Total liabilities measured at fair value | 300,684 | ||
Fair Value, Recurring | Public Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 23,320 | ||
Fair Value, Recurring | Private Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 10,974 | ||
Fair Value, Recurring | Money market fund | |||
Assets | |||
Money market fund | 37,859 | 37,854 | |
Fair Value, Recurring | Level 1 | |||
Assets | |||
Total assets measured at fair value | 37,859 | 37,854 | |
Liabilities | |||
Earnout liabilities | 0 | ||
Total liabilities measured at fair value | 23,320 | ||
Fair Value, Recurring | Level 1 | Public Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 23,320 | ||
Fair Value, Recurring | Level 1 | Private Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 0 | ||
Fair Value, Recurring | Level 1 | Money market fund | |||
Assets | |||
Money market fund | 37,859 | 37,854 | |
Fair Value, Recurring | Level 2 | |||
Assets | |||
Total assets measured at fair value | 0 | 0 | |
Liabilities | |||
Earnout liabilities | 0 | ||
Total liabilities measured at fair value | 0 | ||
Fair Value, Recurring | Level 2 | Public Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 0 | ||
Fair Value, Recurring | Level 2 | Private Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 0 | ||
Fair Value, Recurring | Level 2 | Money market fund | |||
Assets | |||
Money market fund | 0 | 0 | |
Fair Value, Recurring | Level 3 | |||
Assets | |||
Total assets measured at fair value | 0 | 0 | |
Liabilities | |||
Earnout liabilities | 266,390 | ||
Total liabilities measured at fair value | 277,364 | ||
Fair Value, Recurring | Level 3 | Public Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 0 | ||
Fair Value, Recurring | Level 3 | Private Warrants | |||
Liabilities | |||
Derivative warrant liabilities | 10,974 | ||
Fair Value, Recurring | Level 3 | Money market fund | |||
Assets | |||
Money market fund | $ 0 | $ 0 |
Fair Value - Level 3 Financial
Fair Value - Level 3 Financial Liabilities (Details) - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Earnout Liabilities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Additions during the period | 228,082 |
Change in fair value | 71,318 |
Reclassification of earnout liability upon Triggering Events | (33,010) |
Ending balance | 266,390 |
Fair Value, Recurring | Private Warrant Derivative Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Additions during the period | 7,677 |
Change in fair value | 3,297 |
Reclassification of earnout liability upon Triggering Events | 0 |
Ending balance | $ 10,974 |
Fair Value - Fair Value Measure
Fair Value - Fair Value Measurement Valuation (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 29, 2021$ / shares | Jul. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Derivative warrant liabilities | $ 34,294 | $ 34,294 | $ 22,000 | $ 0 | |||
Change in fair value of derivative warrant liabilities | 12,261 | $ 0 | 12,261 | $ 0 | |||
Private Warrants | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Derivative warrant liabilities | 7,700 | 7,700 | |||||
Change in fair value of derivative warrant liabilities | $ 3,300 | $ 3,300 | |||||
Stock price (USD per share) | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Derivative warrant liabilities, measurement input | $ / shares | 13.59 | 13.59 | 10.99 | ||||
Stock price (USD per share) | Earnout Liabilities | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Earnout liabilities, measurement input | $ / shares | 13.59 | 13.59 | 13.59 | 10.99 | |||
Risk-free interest rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Derivative warrant liabilities, measurement input | 0.0094 | 0.0094 | 0.0069 | ||||
Risk-free interest rate | Earnout Liabilities | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Earnout liabilities, measurement input | 0.0129 | 0.0129 | 0.0129 | 0.0100 | |||
Expected term (in years) | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Derivative warrant liabilities, term | 4 years 9 months 18 days | 4 years 9 months 18 days | 5 years | ||||
Expected term (in years) | Earnout Liabilities | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Earnout liabilities, earnout period | 6 years 9 months 18 days | 6 years 9 months 18 days | 6 years 9 months 18 days | 7 years | |||
Expected volatility | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Derivative warrant liabilities, measurement input | 0.3650 | 0.3650 | 0.3150 | ||||
Expected volatility | Earnout Liabilities | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Earnout liabilities, measurement input | 0.5650 | 0.5650 | 0.5650 | 0.5720 | |||
Dividend yield | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Derivative warrant liabilities, measurement input | 0 | 0 | 0 | ||||
Dividend yield | Earnout Liabilities | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Earnout liabilities, measurement input | 0 | 0 | 0 | 0 |
Fair Value - Earnout Shares (De
Fair Value - Earnout Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 06, 2021 | Sep. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||||
Earnout liabilities | $ 266,390 | $ 266,390 | $ 228,100 | $ 0 | ||||
Change in fair value, loss on earnout liabilities | 71,318 | $ 0 | 71,318 | $ 0 | ||||
Rover Earnout Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Earnout liabilities | $ 266,400 | $ 266,400 | ||||||
Earnout shares (in shares) | 19,734,000 | 19,734,000 | 19,734,183 | |||||
Sponsor Earnout Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Earnout shares issued (in shares) | 1,969,302 | |||||||
Earnout liabilities | $ 33,000 | |||||||
Earnout shares (in shares) | 492,000 | 492,000 | 2,461,627 | |||||
Subsequent Event | Rover Earnout Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Earnout shares issued (in shares) | 17,540,964 | |||||||
Derivative Instrument, Period, One | Rover Earnout Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Earnout period, stock price trigger | $ 12 | $ 12 | $ 12 | |||||
Earnout shares (in shares) | 8,770,748 | |||||||
Derivative Instrument, Period, One | Sponsor Earnout Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Earnout period, stock price trigger | $ 12 | |||||||
Earnout shares (in shares) | 984,651 | |||||||
Derivative Instrument, Period, Two | Rover Earnout Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Earnout period, stock price trigger | $ 14 | $ 14 | $ 14 | |||||
Earnout shares (in shares) | 8,770,748 | |||||||
Derivative Instrument, Period, Two | Sponsor Earnout Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Earnout period, stock price trigger | $ 14 | |||||||
Earnout shares (in shares) | 984,651 | |||||||
Derivative Instrument, Period, Three | Rover Earnout Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Earnout liabilities | $ 28,000 | $ 28,000 | ||||||
Earnout period, stock price trigger | $ 16 | $ 16 | $ 16 | |||||
Earnout shares (in shares) | 2,192,687 | |||||||
Derivative Instrument, Period, Three | Sponsor Earnout Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Earnout liabilities | $ 6,300 | |||||||
Earnout period, stock price trigger | $ 16 | |||||||
Earnout shares (in shares) | 492,325 | |||||||
Derivative Instrument, Period, One And Two | Rover Earnout Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Earnout liabilities | $ 238,400 | $ 238,400 | ||||||
Derivative Instrument, Period, One And Two | Sponsor Earnout Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Earnout liabilities | $ 26,700 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | $ 41,233 | $ 41,233 | $ 39,762 | |||
Less: Accumulated depreciation and amortization | (19,281) | (19,281) | (14,839) | |||
Total property and equipment, net | 21,952 | 21,952 | 24,923 | |||
Depreciation and amortization | 10,815 | $ 15,099 | ||||
Internal-use software amortization | $ 2,600 | 1,700 | $ 1,800 | 5,200 | 5,600 | |
Depreciation And Amortization | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Depreciation and amortization | 1,000 | $ 900 | 2,900 | $ 2,700 | ||
Computers | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 1,632 | 1,632 | 1,346 | |||
Furniture and fixtures | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 3,857 | 3,857 | 3,906 | |||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | 13,663 | 13,663 | 13,660 | |||
Internal-use software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total property and equipment | $ 22,081 | $ 22,081 | $ 20,850 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued merchant fees | $ 8 | $ 172 |
Income and other tax liabilities | 1,012 | 185 |
Accrued legal expenses and open claims | 1,017 | 382 |
Lease incentive, current | 0 | 491 |
Accrued interest | 14 | 259 |
Accrued professional services | 540 | 872 |
Other current liabilities | 238 | 386 |
Accrued expenses and other current liabilities | $ 2,829 | $ 2,747 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | $ 0 |
Amortization of intangible assets | 900,000 | 1,200,000 | 2,700,000 | 4,200,000 |
Intangible asset impairment loss | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | $ 19,240 | $ 19,240 |
Accumulated Amortization | (13,980) | (11,273) |
Net Book Value | 5,260 | 7,967 |
Pet parent relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | 16,290 | 16,290 |
Accumulated Amortization | (11,181) | (9,117) |
Net Book Value | $ 5,109 | 7,173 |
Remaining amortization period | 4 years 2 months 12 days | |
Pet service provider relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | $ 2,000 | 2,000 |
Accumulated Amortization | (1,944) | (1,444) |
Net Book Value | $ 56 | 556 |
Remaining amortization period | 1 month 6 days | |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Book Value | $ 950 | 950 |
Accumulated Amortization | (855) | (712) |
Net Book Value | $ 95 | $ 238 |
Remaining amortization period | 6 months |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 792 | |
2022 | 1,347 | |
2023 | 814 | |
2024 | 814 | |
2025 | 814 | |
Thereafter | 679 | |
Net Book Value | $ 5,260 | $ 7,967 |
Debt (Details)
Debt (Details) - USD ($) | Jul. 30, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 0 | $ 64,282,000 | |||
Loan received from Small Business Administration's Paycheck Protection Program | $ 8,100,000 | ||||
Repayments of lines of credit | 38,124,000 | $ 26,439,000 | |||
Repayments of Small Business Administration's Paycheck Protection Program | $ 8,100,000 | ||||
Final termination payment | 900,000 | ||||
Accelerated unamortized debt issuance costs | 400,000 | ||||
Debt outstanding | $ 0 | ||||
Line of Credit | Variable Rate Revolving Line Of Credit | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 11,400,000 | ||||
Line of Credit | Variable Rate Growth Capital Advance Components | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | 15,000,000 | ||||
Line of Credit | Subordinated Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 30,000,000 | ||||
Repayments of lines of credit | $ 30,000,000 |
Debt - Revolving Line of Credit
Debt - Revolving Line of Credit (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 0 | $ 64,282,000 | |||
Repayments of lines of credit | $ 38,124,000 | $ 26,439,000 | |||
Line of Credit | Variable Rate Revolving Line Of Credit | |||||
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 11,400,000 | ||||
Revolving Credit Facility | Line of Credit | Variable Rate Revolving Line Of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 15,000,000 | ||||
Interest rate | 4.50% | ||||
Interest rate at period end | 4.50% | ||||
Interest rate, if certain milestones are achieved | 4.00% | ||||
Unused credit facility fee | 0.30% | ||||
Amount borrowed | $ 11,400,000 | ||||
Repayments of lines of credit | 11,400,000 | ||||
Revolving Credit Facility | Line of Credit | Variable Rate Revolving Line Of Credit | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread | 0.50% | ||||
Letter of Credit | Line of Credit | Variable Rate Revolving Line Of Credit | |||||
Debt Instrument [Line Items] | |||||
Letter of credit | $ 3,500,000 | $ 3,500,000 |
Debt - Growth Capital Advance (
Debt - Growth Capital Advance (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Aug. 31, 2020USD ($)tranche | |
Debt Instrument [Line Items] | ||||
Amount borrowed | $ 0 | $ 64,282,000 | ||
Repayments of lines of credit | 38,124,000 | $ 26,439,000 | ||
Debt outstanding | 0 | |||
Line of Credit | Growth Capital Advance Line Of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Number of tranches | tranche | 3 | |||
Maximum borrowing capacity, under each tranche | $ 5,000,000 | |||
Maximum borrowing capacity | $ 15,000,000 | |||
Amount borrowed | $ 15,000,000 | |||
Repayments of lines of credit | $ 15,000,000 | |||
Debt outstanding | $ 0 |
Debt - Subordinated Credit Faci
Debt - Subordinated Credit Facility (Details) - USD ($) | Jul. 30, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||||||
Amount borrowed | $ 0 | $ 64,282,000 | ||||
Repayments of lines of credit | $ 38,124,000 | $ 26,439,000 | ||||
Repayments of accrued interest | $ 100,000 | |||||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Covenant compliance, overall liquidity threshold | $ 65,000,000 | |||||
Line of Credit | Subordinated Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
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 | |||||
Interest rate at period end | 7.50% | |||||
Debt issuance costs | $ 269,000 | |||||
Amount borrowed | $ 30,000,000 | |||||
Repayments of lines of credit | 30,000,000 | |||||
Repayments of accrued interest | $ 200,000 | |||||
Line of Credit | Subordinated Credit Facility | Revolving Credit Facility | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread | 4.25% |
Debt - Small Business Administr
Debt - Small Business Administration's Paycheck Protection Program (Details) - USD ($) $ in Millions | Jul. 30, 2021 | Apr. 30, 2020 |
Debt Disclosure [Abstract] | ||
Loan received from Small Business Administration's Paycheck Protection Program | $ 8.1 | |
Repayments of Small Business Administration's Paycheck Protection Program | $ 8.1 | |
Repayments of accrued interest | $ 0.1 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Apr. 30, 2021USD ($)facility | Feb. 29, 2020USD ($) | Sep. 30, 2018facility | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||
Number of leased facilities | facility | 1 | 1 | |||||
Sublease, option to extend period | 1 year | 2 years | |||||
Sublease income, additional base lease payments | $ 1,700,000 | $ 1,400,000 | |||||
Rent expense | $ 1,000,000 | $ 2,800,000 | |||||
Sublease income | $ 200,000 | $ 600,000 | |||||
Indemnification Agreement | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Loss contingency accrual | $ 0 | $ 0 | |||||
Office space | Minimum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 21 months | ||||||
Renewal term | 1 year | ||||||
Office space | Maximum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 137 months | ||||||
Renewal term | 7 years |
Commitments and Contingencies_2
Commitments and Contingencies - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 1,046 | $ 3,011 |
Short-term lease cost | 19 | 138 |
Sublease income | (304) | (649) |
Total lease cost | $ 761 | $ 2,500 |
Commitments and Contingencies_3
Commitments and Contingencies - Other Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Cash paid for operating lease liabilities | $ 3,159 |
Weighted-average discount rate | 7.12% |
Weighted-average remaining lease term (years) | 7 years 10 months 17 days |
Commitments and Contingencies_4
Commitments and Contingencies - Lease Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2021 | $ 1,156 | |
2022 | 4,669 | |
2023 | 4,700 | |
2024 | 4,563 | |
2025 | 4,693 | |
Thereafter | 18,209 | |
Total lease payments | 37,990 | |
Less: imputed interest | (9,331) | |
Present value of lease liabilities | 28,659 | $ 29,600 |
Operating lease liabilities, current portion | (2,726) | |
Operating lease liabilities, net of current portion | $ 25,933 |
Commitments and Contingencies_5
Commitments and Contingencies - Lease Maturity Under ASC 840 (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 4,356 |
2022 | 4,303 |
2023 | 4,433 |
2024 | 4,563 |
2025 | 4,693 |
Thereafter | 18,209 |
Total | $ 40,557 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - $ / shares | Sep. 30, 2021 | Jul. 30, 2021 | Jul. 29, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||||
Common stock, shares authorized (in shares) | 990,000,000 | 144,250,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (in shares) | 157,593,000 | 30,398,000 | ||
Common stock, shares outstanding (in shares) | 157,593,000 | 157,199,138 | 32,434,987 | 30,398,000 |
Number of common shares issued for each share of preferred stock (in shares) | 1 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 0 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of reserved shares of common stock for issuance, on an as-converted basis (Details) - shares | Sep. 30, 2021 | Jul. 30, 2021 | Jul. 29, 2021 | Jun. 30, 2021 | [1] | Mar. 31, 2021 | [1] | Dec. 31, 2020 | Sep. 30, 2020 | [2] | Jun. 30, 2020 | [2] | Mar. 31, 2020 | [2] | Dec. 31, 2019 | [2] | ||
Capital Unit [Line Items] | ||||||||||||||||||
Conversion of redeemable convertible preferred stock (in shares) | 0 | [1] | 87,496,938 | 90,814,000 | 90,814,000 | 90,814,000 | [1] | 90,814,000 | 90,814,000 | 90,814,000 | 90,805,000 | |||||||
Warrants outstanding (in shares) | 8,074,164 | 1,118,000 | ||||||||||||||||
Stock options issued and outstanding (in shares) | 19,955,000 | 24,700,000 | ||||||||||||||||
Shares available for future option grants (in shares) | 17,258,000 | 5,199,000 | ||||||||||||||||
Total (in shares) | 65,513,000 | 121,831,000 | ||||||||||||||||
Rover Earnout Shares | ||||||||||||||||||
Capital Unit [Line Items] | ||||||||||||||||||
Earnout shares (in shares) | 19,734,000 | 19,734,183 | ||||||||||||||||
Sponsor Earnout Shares | ||||||||||||||||||
Capital Unit [Line Items] | ||||||||||||||||||
Earnout shares (in shares) | 492,000 | 2,461,627 | ||||||||||||||||
Private Warrants | ||||||||||||||||||
Capital Unit [Line Items] | ||||||||||||||||||
Warrants outstanding (in shares) | 2,574,000 | 2,574,164 | 5,166,667 | |||||||||||||||
Public Warrants | ||||||||||||||||||
Capital Unit [Line Items] | ||||||||||||||||||
Warrants outstanding (in shares) | 5,500,000 | 5,500,000 | ||||||||||||||||
[1] | 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. | |||||||||||||||||
[2] | The shares of the Company's common and redeemable convertible preferred stock, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio of approximately 1.0379 established in the Merger described in Note 1. |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Outstanding Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Jul. 29, 2021 | Jun. 30, 2021 | [1] | Mar. 31, 2021 | [1] | Dec. 31, 2020 | Sep. 30, 2020 | [2] | Jun. 30, 2020 | [2] | Mar. 31, 2020 | [2] | Dec. 31, 2019 | [2] | ||
Temporary Equity [Line Items] | |||||||||||||||||
Redeemable convertible preferred stock, authorized (in shares) | 87,611,000 | ||||||||||||||||
Redeemable convertible preferred stock, issued (in shares) | 0 | 90,814,000 | |||||||||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 0 | [1] | 87,496,938 | 90,814,000 | 90,814,000 | 90,814,000 | [1] | 90,814,000 | 90,814,000 | 90,814,000 | 90,805,000 | ||||||
Net Carrying Value | $ 290,427 | ||||||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 294,802 | ||||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Redeemable convertible preferred stock, authorized (in shares) | 8,710,000 | ||||||||||||||||
Redeemable convertible preferred stock, issued (in shares) | 9,040,000 | ||||||||||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 9,040,000 | ||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.4478 | ||||||||||||||||
Net Carrying Value | $ 3,325 | ||||||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 4,048 | ||||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Redeemable convertible preferred stock, authorized (in shares) | 14,104,000 | ||||||||||||||||
Redeemable convertible preferred stock, issued (in shares) | 14,639,000 | ||||||||||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 14,639,000 | ||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.6528 | ||||||||||||||||
Net Carrying Value | $ 9,397 | ||||||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 9,556 | ||||||||||||||||
Series C Convertible Preferred Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Redeemable convertible preferred stock, authorized (in shares) | 12,431,000 | ||||||||||||||||
Redeemable convertible preferred stock, issued (in shares) | 12,903,000 | ||||||||||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 12,903,000 | ||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 1.1238 | ||||||||||||||||
Net Carrying Value | $ 14,596 | ||||||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 14,500 | ||||||||||||||||
Series D Convertible Preferred Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Redeemable convertible preferred stock, authorized (in shares) | 7,677,000 | ||||||||||||||||
Redeemable convertible preferred stock, issued (in shares) | 7,968,000 | ||||||||||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 7,968,000 | ||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 2.0080 | ||||||||||||||||
Net Carrying Value | $ 14,036 | ||||||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 16,000 | ||||||||||||||||
Series D -1 Convertible Preferred Stock Member | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Redeemable convertible preferred stock, authorized (in shares) | 3,359,000 | ||||||||||||||||
Redeemable convertible preferred stock, issued (in shares) | 3,486,000 | ||||||||||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 3,486,000 | ||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 2.0078 | ||||||||||||||||
Net Carrying Value | $ 6,981 | ||||||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 7,000 | ||||||||||||||||
Series E Convertible Preferred Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Redeemable convertible preferred stock, authorized (in shares) | 11,021,000 | ||||||||||||||||
Redeemable convertible preferred stock, issued (in shares) | 11,439,000 | ||||||||||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 11,439,000 | ||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 3.4969 | ||||||||||||||||
Net Carrying Value | $ 39,906 | ||||||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 40,000 | ||||||||||||||||
Series F Convertible Preferred Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Redeemable convertible preferred stock, authorized (in shares) | 11,772,000 | ||||||||||||||||
Redeemable convertible preferred stock, issued (in shares) | 12,218,000 | ||||||||||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 12,218,000 | ||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 5.3199 | ||||||||||||||||
Net Carrying Value | $ 64,833 | ||||||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 65,000 | ||||||||||||||||
Series G Convertible Preferred Stock | |||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||
Redeemable convertible preferred stock, authorized (in shares) | 18,537,000 | ||||||||||||||||
Redeemable convertible preferred stock, issued (in shares) | 19,121,000 | ||||||||||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 19,121,000 | ||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 7.2536 | ||||||||||||||||
Net Carrying Value | $ 137,353 | ||||||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 138,698 | ||||||||||||||||
[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. | ||||||||||||||||
[2] | The shares of the Company's common and redeemable convertible preferred stock, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio of approximately 1.0379 established in the Merger described in Note 1. |
Stock Warrants - Narrative (Det
Stock Warrants - Narrative (Details) - $ / shares | Jul. 30, 2021 | Sep. 30, 2021 | Sep. 14, 2021 | Jul. 29, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 8,074,164 | 1,118,000 | |||
Number of shares called by each warrant (in shares) | 1 | ||||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||||
Period which warrants or rights are exercisable | 5 years | ||||
Number of shares of common stock called by warrants (in shares) | 8,074,164 | ||||
Number of warrants exercised (in shares) | 631,000 | 0 | |||
Issuance of common stock from net exercises of warrants (in shares) | 448,000 | ||||
Private Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 2,574,164 | 2,574,000 | 5,166,667 | ||
Warrants, forfeited (in shares) | 2,592,503 | ||||
Period where warrants are not transferable, assignable or salable, after merger completion | 30 days | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 5,500,000 | 5,500,000 | |||
Exercise price of warrant (in dollars per share) | $ 11.50 | ||||
Warrants, minimum number of days for written notice of redemption | 30 days | ||||
Redemption price per warrant (in dollars per share) | $ 0.01 | ||||
Reference value of common stock for warrants to be redeemed (in dollars per share) | $ 18 | ||||
Warrant, number of trading days of sale price of common stock for redemption | 20 days | ||||
Warrant, number of consecutive trading days | 30 days | ||||
Outstanding common stock warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 31, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / shares | Mar. 31, 2020 | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / shares | Dec. 31, 2020$ / sharesshares | Jul. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options outstanding under the 2011 Plan (in shares) | shares | 19,955,000 | 19,955,000 | 19,955,000 | 24,700,000 | ||||||
Total (in shares) | shares | 65,513,000 | 65,513,000 | 65,513,000 | 121,831,000 | ||||||
Shares per option (in shares) | 1.2006 | |||||||||
Weighted-average grant-date fair value of options granted (in dollars per share) | $ / shares | $ 0.21 | $ 0.49 | ||||||||
Grants in period (in shares) | shares | 0 | |||||||||
Aggregate intrinsic value of stock options exercised | $ 14,500 | $ 200 | $ 19,900 | $ 700 | ||||||
Fair value of options vested | 900 | 1,200 | 2,900 | 4,000 | ||||||
Unrecognized compensation cost related to unvested stock options | $ 5,300 | 5,300 | 5,300 | |||||||
Percent of positions eliminated (in percentage) | 50.00% | |||||||||
Weighted-average remaining contractual term of vested stock options (days) | 3 years | 90 days | ||||||||
Stock-based compensation expense | $ 994 | 1,789 | $ 3,142 | 4,268 | ||||||
Weighted-average exercise price of outstanding options held by current employees (in dollars per share) | $ / shares | $ 1.53 | $ 1.53 | $ 1.53 | $ 1.45 | ||||||
Weighted average remaining contractual term of options outstanding | 6 years 1 month 6 days | 6 years 4 months 24 days | ||||||||
Incremental intrinsic value of vested options held by current employees | $ 400 | |||||||||
Outstanding stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted-average remaining contractual term for unvested stock options | 1 year 10 months 24 days | |||||||||
Modified options | Terminated Employees | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options outstanding under the 2011 Plan (in shares) | shares | 3,100,000 | |||||||||
Stock-based compensation expense | $ 300 | |||||||||
Modified options | Current Employees | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options outstanding under the 2011 Plan (in shares) | shares | 6,800,000 | |||||||||
Unrecognized compensation cost related to unvested stock options | $ 400 | $ 400 | $ 400 | |||||||
Stock-based compensation expense | $ 100 | $ 500 | $ 300 | $ 500 | ||||||
Exercise price threshold (in dollars per share) | $ / shares | $ 1.99 | |||||||||
Weighted-average exercise price of outstanding options held by current employees (in dollars per share) | $ / shares | $ 1.99 | |||||||||
Weighted average remaining contractual term of options outstanding | 10 years | |||||||||
2011 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options outstanding under the 2011 Plan (in shares) | shares | 20,400,000 | |||||||||
2021 Plan | Share-based Payment Arrangement | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total (in shares) | shares | 17,300,000 | 17,300,000 | 17,300,000 | 17,200,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock option activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Options Available for Grant | ||
Number of options cancelled and forfeited (in shares) | 1,864 | |
Number of Options Outstanding | ||
Number of options outstanding at period start (in shares) | 24,700 | |
Number of options outstanding at period end (in shares) | 19,955 | 24,700 |
Number of options exercised (in shares) | (2,881) | |
Number of options cancelled and forfeited (in shares) | (1,864) | |
Number of options vested and exercisable (in shares) | 15,369 | |
Weighted- Average Exercise Price Per Share | ||
Weighted average exercise price of outstanding options at period start (in shares) | $ / shares | $ 1.45 | |
Weighted average exercise price of outstanding options at period end (in shares) | $ / shares | 1.53 | $ 1.45 |
Weighted average exercise price of options exercised (in shares) | $ / shares | 1.08 | |
Weighted average exercise price of options cancelled and forfeited (in shares) | $ / shares | 2.68 | |
Weighted average exercise price of options vested and exercisable (in shares) | $ / shares | $ 1.36 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term of options outstanding | 6 years 1 month 6 days | 6 years 4 months 24 days |
Weighted average remaining contractual term of options vested and exercisable | 5 years 6 months | |
Aggregate intrinsic value of options outstanding | $ | $ 240,692 | $ 83,570 |
Aggregate intrinsic value of options vested and exercisable | $ | $ 187,904 | |
Previously Reported | ||
Number of Options Outstanding | ||
Number of options outstanding at period start (in shares) | 20,574 | |
Number of options outstanding at period end (in shares) | 20,574 | |
Weighted- Average Exercise Price Per Share | ||
Weighted average exercise price of outstanding options at period start (in shares) | $ / shares | $ 1.74 | |
Weighted average exercise price of outstanding options at period end (in shares) | $ / shares | $ 1.74 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term of options outstanding | 6 years 4 months 24 days | |
Aggregate intrinsic value of options outstanding | $ | $ 83,570 | |
Revision of Prior Period, Adjustment | ||
Number of Options Outstanding | ||
Number of options outstanding at period start (in shares) | 4,126 | |
Number of options outstanding at period end (in shares) | 4,126 | |
Outstanding stock options | ||
Options Available for Grant | ||
Number of shares available for grant at period start (in shares) | 5,199 | |
Number of shares available for grant at period end (in shares) | 17,258 | 5,199 |
Number of additional shares authorized (in shares) | 17,200 | |
Number of options cancelled in connection with termination of 2011 Plan (in shares) | (7,005) | |
Number of options cancelled and forfeited (in shares) | 1,864 | |
Number of Options Outstanding | ||
Number of options cancelled and forfeited (in shares) | (1,864) | |
Outstanding stock options | Previously Reported | ||
Options Available for Grant | ||
Number of shares available for grant at period start (in shares) | 4,330 | |
Number of shares available for grant at period end (in shares) | 4,330 | |
Outstanding stock options | Revision of Prior Period, Adjustment | ||
Options Available for Grant | ||
Number of shares available for grant at period start (in shares) | 869 | |
Number of shares available for grant at period end (in shares) | 869 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of stock-based compensation expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 994,000 | $ 1,789,000 | $ 3,142,000 | $ 4,268,000 |
Income tax benefit related to stock-based compensation | 0 | 0 | 0 | 0 |
Operations and support | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 43,000 | 100,000 | 144,000 | 261,000 |
Marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 71,000 | 123,000 | 238,000 | 348,000 |
Product development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 287,000 | 510,000 | 981,000 | 1,459,000 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 593,000 | $ 1,056,000 | $ 1,779,000 | $ 2,200,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 0.00% | 0.70% | 0.30% | 0.20% |
Increase in unrecognized tax benefits | $ 5 | $ 12 |
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 | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (84,536) | $ (2,806) | $ (10,591) | $ (10,359) | $ (18,079) | $ (20,545) | $ (97,933) | $ (48,983) |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 116,597 | 30,008 | 59,825 | 29,834 | ||||
Weighted-average shares used in computing net loss per share, basic (in shares) | 116,597 | 30,008 | 59,825 | 29,834 | ||||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.73) | $ (0.35) | $ (1.64) | $ (1.64) | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.73) | $ (0.35) | $ (1.64) | $ (1.64) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Antidilutive (Details) - shares | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jul. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 28,521,000 | 117,413,000 | |
Rover Earnout Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Earnout shares (in shares) | 19,734,000 | 19,734,183 | |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 90,814,000 | ||
Outstanding stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 19,955,000 | 25,481,000 | |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,118,000 | ||
Private Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,574,000 | ||
Public Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,500,000 | ||
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 |
Restructuring (Details)
Restructuring (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | ||||
Percent of positions eliminated (in percentage) | 50.00% | |||
Incurred cost | $ 3,800,000 | |||
Liability for restructuring-related costs | $ 0 | $ 0 | $ 0 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 512,000 | 3,751,000 | ||
Liability for restructuring-related costs | 0 | 0 | $ 0 | |
Operations and support | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 174,000 | 795,000 | ||
Marketing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 84,000 | 592,000 | ||
Product development | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | 138,000 | 1,741,000 | ||
General and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring charges | $ 116,000 | $ 623,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Restricted Stock Units (RSUs) - 2021 Plan | Nov. 02, 2021shares |
Executive Officers And Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grants (in shares) | 2,827,495 |
Outside Directors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grants (in shares) | 115,311 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (84,536) | $ (2,806) | $ (10,591) | $ (10,359) | $ (18,079) | $ (20,545) | $ (97,933) | $ (48,983) |