Exhibit 10.1
EMPLOYMENT AND TRANSITION AGREEMENT
This Employment and Transition Agreement (“Agreement”) is made by and between Tracy Knox (“Executive”) and Rover Group, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
WHEREAS, Executive is currently employed as the Company’s Chief Financial Officer (“CFO”);
WHEREAS, Executive has indicated her desire to retire from full-time employment and to resign from her employment with the Company; and
WHEREAS, Company desires to incentivize Executive to continue to serve as Company’s CFO through September 1, 2022 (the “Succession Date”) and, thereafter, to remain employed with the Company for the purpose of providing transition services through December 31, 2022 (the “Planned Separation Date”).
NOW, therefore, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.Employment and Transition. Executive agrees that she will continue to serve as the Company’s CFO up to the Succession Date. From the Succession Date through the Planned Separation Date (the “Transition Period”), Executive will remain employed by Company at her current full-time salary and benefits for purposes of assisting with the transition of her duties to a successor CFO, including, as reasonably requested by the Company: (i) meeting regularly with the successor CFO, the Company’s CEO and other officers and employees, (ii) attending the Company’s board of director and committee meetings, and (iii) making herself available to answer questions from employees and board members via email and telephone (the “Transition Services”). In performing the Transition Services, Executive will work remotely and will not be expected to report to the Company’s facilities unless mutually agreed between Executive and Company.
2.Consideration. Executive’s opportunity to provide the Transition Services is in consideration of Executive’s execution of this Agreement and Executive’s fulfillment of all of its terms and conditions. Executive acknowledges that without this Agreement, Executive is not entitled to the rights and benefits provided under this Agreement.
3.Release of Claims. In exchange for the mutual covenants and promises contained in this Agreement, including the consideration identified above, Executive will, promptly before the start of the Transition Period, execute and deliver to Company the Release Agreement attached hereto as Exhibit A (the “Release Agreement”).
4.At-Will Employment; Termination. Executive acknowledges and agrees that nothing in this Agreement is intended to alter the at-will nature of Executive’s employment with the Company. Accordingly, Executive’s employment with the Company may be terminated at any time, with or without cause or for any or no reason, with or without notice, at Executive’s option or at the option of the Company, whether on or before the Planned Separation Date (with Employee’s actual last day of employment, whether the Planned Separation Date or earlier, referred to herein as the “Separation Date”). Executive further acknowledges and agrees that, unless terminated sooner, (i) Executive will resign from the position of CFO on the Succession Date, and (ii) Executive’s employment with the Company will terminate on the Planned Separation Date.
5.Termination By Company.
a.As used in this Section 5, the term “Cause” shall mean: (i) Executive’s refusal or failure to execute and deliver the Release Agreement or Executive’s revocation of the Release Agreement within eight (8) days of such execution and delivery; (ii) Executive’s refusal or failure to perform Transition Duties; (iii) Executive’s engagement in dishonesty, misrepresentation, illegal conduct or gross misconduct related to Executive’s duties to the Company; (iv) Executive’s embezzlement, misappropriation or fraud, whether or not related to Executive’s employment with the Company; (v) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony; (vi) Executive’s conviction of, or plea of guilty or nolo contendere to, a crime that constitutes a misdemeanor involving moral turpitude, if such misdemeanor is work-related, or otherwise impairs Executive’s ability to perform services for the Company or results in reputational or financial harm to the Company or its affiliates; (vii) Executive’s willful unauthorized disclosure of any Company confidential information or trade secrets; (viii) Executive’s breach of any material obligation under this Agreement or any other agreement between Executive and the Company; or (ix) any material failure by Executive to comply with the Company's policies, rules and standards of conduct, as they may be in effect from time to time prior to the Planned Separation Date.
b.If Company terminates Executive’s employment with Company other than for Cause during the Transition Period and prior to the Planned Separation Date, then, so long as, after but within 21 days after the termination date, Executive executes and delivers an additional release in form and substance equivalent to the release set forth on Exhibit A and does not revoke such release within 8 days of such execution and delivery, the Company will make a lump sum severance payment to Executive in an amount equal to the portion of Executive’s annual salary that, absent such termination, would have been payable to Executive in respect of the remaining portion of the Transition Period, less applicable withholdings (the “Transition Severance”).
c.If Executive resigns, or if Company terminates Executive’s employment with Company for Cause prior to the Planned Separation Date (a “Good Cause Termination”), such event shall be deemed to constitute a failure to comply with the material terms and conditions of this Agreement, and in such event, notwithstanding anything to the contrary herein, Executive shall not be entitled to the opportunity to provide Transition Services or to the Transition Severance, except for Two Hundred Fifty Dollars ($250) thereof, less applicable withholdings (the “Partial Payment”), which shall be paid within ten (10) business days following the later of the effectiveness of this Agreement or the Separation Date, and Executive acknowledges and agrees that such Partial Payment shall serve as full and complete consideration for the promises, releases and obligations made and assumed by Executive under this Agreement and the Release Agreement.
6.Discretionary Bonus. If (and only if) the Company pays discretionary bonuses to bonus-eligible employees generally in respect of fiscal year 2022, as approved by the Board of Directors of the Company, then, subject to Executive executing, delivering, and not revoking an additional release in form and substance equivalent to the release set forth on Exhibit A, Executive will be paid the allocated amount of her bonus for fiscal year 2022 that would have been paid to Executive had she remained employed through the date such bonuses are paid, assuming no personal performance multipliers, for such period, except that: (a) Executive shall receive no bonus if Executive resigns or the Company terminates Executive for Cause prior to the Planned Separation Date, and (b) if the Company terminates Executive other than for Cause prior to the Planned Separation Date, Executive’s bonus payment will be reduced pro rata in accordance with the portion of fiscal year 2022 that has elapsed as of the Separation Date. To the extent paid, Executive’s bonus in respect of fiscal year 2022 will be based on Executive’s salary as of the Separation Date and will be paid to Executive on the later of (and in no event later than March 15, 2023): (a) when and as bonuses related to fiscal year 2022 are paid to other bonus-eligible employees and (b) 8 days after Executive executes and delivers an
additional release in form and substance equivalent to the release set forth on Exhibit A, without revoking such release.
7.Stock. The Parties agree that for purposes of determining the number of shares of the Company’s common stock that Executive is entitled to purchase or receive from the Company pursuant to the exercise of outstanding stock options (“Options”) or the vesting and settlement of restricted stock units (“RSUs”), Executive will be considered to have vested only up to the Separation Date. Executive acknowledges that, as of the Planned Separation Date, Executive will have vested in Options and RSUs with respect to the following shares, and no more*. Executive’s vested Options and RSUs shall continue to be governed by the terms and conditions of the applicable Company equity incentive plans and award agreements (the “Stock Agreements”).
| | | | | | | | | | | | | | | | | |
OPTIONS: Grant Date | ISO / NQ | Shares Subject to Option on Grant Date | Exercise Price Per Share | Vested Shares Subject to Option as of Separation Date | Unvested Shares Subject to Option as of Separation Date |
| 07-Nov-17 | ISO | 222,331 | $2.16 | 0 | 0 |
| 07-Nov-17 | NQ | 371,965 | $2.16 | 317,412 | 0 |
| 23-Feb-18 | ISO | 10,962 | $2.16 | 10,962 | 0 |
| 23-Feb-18 | NQ | 252,133 | $2.16 | 252,127 | 0 |
| 26-Jun-20 | ISO | 20,841 | $2.39 | 1 | 20839 |
| 26-Jun-20 | NQ | 237,287 | $2.39 | 177,463 | 59819 |
| 13-Jul-20 | NQ | 339,666 | $2.39 | 339,659 | 0 |
| 13-Jul-20 | ISO | 63,329 | $2.39 | 29,747 | 33580 |
| TOTAL = | | 1,518,514 | | 1,127,371 | 114,238 |
| | | | | | | | |
RSUS: Grant Date | Shares Subject to RSUs on Grant Date | Vested Shares Subject to RSU as of Separation Date** |
| 11/2/2021 | 180,500 | 45,124 |
| 3/3/22 | 225,908 | 42,357 |
*These tables assume continued service through the Planned Separation Date and that no vesting acceleration has occurred pursuant to the terms of the Stock Agreements. If separation from employment occurs before the Planned Separation Date, vesting is accelerated pursuant to the terms of the Stock Agreements, and/or if Executive exercises shares on or prior to the Planned Separation Date, the number of vested and exercisable Options and/or RSUs may differ from the numbers shown in these tables.
**RSU Vested Shares column will be reduced by shares sold to cover taxes at time of settlement.
8.Benefits. Executive’s health insurance benefits shall cease no later than the last day of the month in which the Separation Date occurs, subject to Executive’s right to continue Executive’s health insurance under COBRA. Executive’s participation in all benefits and incidents of employment, including, but not limited to, vesting in equity awards, and the accrual of bonuses, vacation, and paid time off, will cease as of the Separation Date.
9.PIIA/Company Property. Executive reaffirms and agrees to observe and abide by the terms of the Proprietary Information and Inventions Agreement previously executed by Executive, as amended by Amendment No. 1 (the “PIIA”). Executive specifically acknowledges and agrees that any violation of the restrictive covenants in the PIIA shall constitute a material breach of this Agreement.
10.Cooperation with Company. Following the Separation Date, Executive agrees to provide reasonable cooperation and assistance to the Company in the resolution of any matters in which Executive was involved during the course of Executive’s employment, or about which Executive has knowledge, and in the defense or prosecution of any investigations, audits, claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any investigations, audits, claims or actions involving or against its officers, directors and Executives. Executive’s cooperation with such matters shall include, without limitation, being available to consult with the Company regarding matters in which Executive has been involved or has knowledge; to reasonably assist the Company in preparing for any proceeding (including, without limitation, depositions, mediations, hearings, settlement negotiations, discovery conferences, arbitration, or trial); to provide affidavits reflecting truthful written testimony; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness to provide truthful testimony in connection with any investigation, audit, mediation, litigation or other legal proceeding affecting the Company. Executive agrees to keep the Company’s Human Resource department apprised of Executive’s current contact information, including telephone numbers, work address, home address, and email address(es), and to promptly respond to communications from the Company in connection with this Section 10. Executive understands and agrees that this provision requires Executive’s cooperation with the Company, but is not intended to have any influence whatsoever on any specific outcome in any matter and Executive is expected at all times to provide truthful testimony and responses in connection with any matter. Executive understands and agrees that, other than the consideration described in this Agreement, Executive shall not receive compensation for the transition assistance described in this Section 10.
11.Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement.
12.Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Executive or made on Executive’s behalf under the terms of this Agreement. The Company will make all payments due hereunder subject to customary withholdings, but Executive agrees and understands that Executive is responsible for payment, if any, of any other or greater local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon.
13.No Representations. Executive represents that Executive has had an opportunity to consult with an attorney and has carefully read and understands the scope and effect of the provisions of this Agreement. Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.
14.Section 409A. It is intended that this Agreement comply with, or be exempt from, Code Section 409A and the final regulations and official guidance thereunder (“Section 409A”) and any ambiguities herein will be interpreted to so comply and/or be exempt from Section 409A. Each payment and benefit to be paid or provided under this Agreement is intended to constitute a series of separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Payments under Section 5 of this Agreement will be made no later than March 15, 2023. The Company and Executive will work together in good faith to consider either (i) amendments to this Agreement; or (ii) revisions to this Agreement with respect to the payment of any awards, which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual payment to Executive under Section 409A. In no event will the Releasees reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A.
15.Severability. In the event that any provision or any portion of any provision of this Agreement, the Release Agreement, or any surviving agreement made a part hereof becomes or is declared
by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement and the Release Agreement shall continue in full force and effect without said provision or portion of provision.
16.Attorneys’ Fees. Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the ADEA waiver in the Release Agreement, in the event that either Party brings an action to enforce or effect its rights under this Agreement or the Release Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.
17.Entire Agreement. This Agreement, together with the Release Agreement, represents the entire agreement and understanding between the Company and Executive concerning the subject matter of this Agreement and the Release Agreement and Executive’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and the Release Agreement and Executive’s relationship with the Company, with the exceptions of the PIIA, the Stock Agreements, and the Indemnification Agreement executed as of July 30, 2022 between Company and Executive (the “Indemnification Agreement”).
18.No Oral Modification. This Agreement and the Release Agreement may only be amended in a writing signed by Executive and the person signing on behalf of the Company below (or such other representative of the Company specifically authorized to agree to modifications of this Agreement).
19.Governing Law. This Agreement and the Release Agreement shall be governed by the laws of the State of Washington, without regard for choice-of-law provisions. Executive consents to personal and exclusive jurisdiction and venue in the State of Washington.
20.Effective Date. Executive understands that this Agreement shall be null and void if not executed by Executive and received by the Company within five (5) days. This Agreement will become effective on the date it has been signed by both Parties (the “Effective Date”).
21.Counterparts. This Agreement and the Release Agreement may be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
TRACY KNOX, an individual
Dated: _3/4/2022___ /s/ Tracy Knox
Tracy Knox
ROVER GROUP, INC.
Dated: _3/4/2022___ By: /s/ Aaron Easterly
Aaron Easterly
CEO
Exhibit A
RELEASE AGREEMENT
This Release Agreement (“Release”) is made by and between Tracy Knox (“Executive”) and Rover Group, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) in connection with the Employment and Transition Agreement to which this Release was attached as an Exhibit (the “Agreement”). Capitalized terms used but not defined in this Release have the meanings ascribed to them in the Agreement.
1.Payment of Salary and Receipt of Benefits. Executive acknowledges and represents that Company and its agents have paid or provided all salary, wages, bonuses, accrued vacation/paid time off, notice periods, premiums, interest, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Executive in accordance with the Company’s standard payroll and vesting schedules, as of the date Executive signs this Release.
2.Release of Claims. In exchange for the mutual covenants and promises contained in the Agreement, including the consideration identified in Section 2 thereof, Executive, on Executive’s own behalf and on behalf of Executive’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Company and its current and former officers, directors, executives, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”) from, and agrees not to sue or institute any action regarding, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Release, including, without limitation, any and all claims:
a. relating to or arising from Executive’s employment relationship with the Company;
b. relating to, or arising from, Executive’s right to purchase, or actual purchase of, shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. for violation of any federal, state, or municipal statute, including, but not limited to, the following, each as may be amended, and except as prohibited by law: Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Executive Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave
Act; the Uniformed Services Employment and Reemployment Rights Act; the Immigration Reform and Control Act; the National Labor Relations Act; the Washington Law Against Discrimination (RCW ch. 49.60); other Washington sex and age discrimination laws (e.g., RCW 49.12.200, 49.44.090); Washington laws regarding prohibited employment practices (RCW ch. 49.44); the Washington Equal Pay Opportunity Act (RCW ch. 49.58); Washington whistleblower protection laws (e.g., RCW 49.60.210, 49.12.005, and 49.12.130); the Washington Family Care Act (RCW 49.12.265 to 49.12.295); the Washington Family Leave Act (RCW ch. 49.78); the Washington Military Family Leave Act (RCW ch. 49.77); the Washington Paid Family and Medical Leave Act (RCW ch. 50A.04); the Washington Minimum Wage Act (RCW ch. 49.46); Washington wage, hour, and working conditions laws, and all other provisions of the Washington Industrial Welfare Act (RCW ch. 49.12); the Washington Wage Payment Act (RCW ch. 49.48); and the Washington Wage Rebate Act (RCW ch. 49.52);
e. arising out of any other laws and regulations relating to employment or employment discrimination or under the federal or any state constitution;
g. for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
h. for attorneys’ fees and costs.
Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Notwithstanding the foregoing, this Release does not extend to any obligations incurred under the Agreement or under the Indemnification Agreement, nor does it release claims that cannot be released as a matter of law, including any Protected Activity (as defined in Section below). Subject to Section 5 below regarding Protected Activity, Employee agrees that Employee will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Release Agreement.
3.Acknowledgment of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Release. Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Release; (b) Executive has twenty-one (21) days within which to consider this Release Agreement; (c) Executive has seven (7) days following Executive’s execution of this Release Agreement to revoke this Release Agreement; (d) this Release Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Release Agreement or the Transition Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Release Agreement and returns it to the Company in less than the 21-day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this Release Agreement. Executive acknowledges and understands that any revocation of this Release Agreement must be accomplished by a written notification to the person executing this Release Agreement on the Company’s behalf that is received prior to the
Supplemental Effective Date. The Parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period.
4.Unknown Claims. Executive acknowledges that Executive has been advised to consult with legal counsel and that Executive is familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in Executive’s favor at the time of executing the release, which, if known by Executive, would have materially affected the terms under which Executive gives this Release. Executive, being aware of said principle, agrees to expressly waive any rights Executive may have thereunder, as well as under any other statute or common law principles of similar effect.
5.Protected Activity Not Prohibited. Executive understands that nothing in the Agreement or this Release shall in any way limit or prohibit Executive from engaging in any Protected Activity. For purposes of the Agreement and this Release, “Protected Activity” shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information to any parties other than the Government Agencies. Executive further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Finally, nothing in this Agreement or in the Release Agreement constitutes a waiver of any rights Executive may have under the Sarbanes-Oxley Act or Section 7 of the National Labor Relations Act.
6.Incorporation of Agreement Terms. The Parties further acknowledge that the terms of the Agreement shall apply to this Release and are incorporated herein to the extent that they are not inconsistent with the express terms of this Release. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Transition Agreement.
7.Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Release. Executive represents and warrants that Executive has the capacity to act on Executive’s own behalf and on behalf of all who might claim through Executive to bind them to the terms and conditions of this Release. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.
8.Release Effective Date. Executive understands that, in the event of this Release being signed in connection with Section 3 of the Agreement, this Release shall be null and void if executed by Executive at a time other than the Succession Date or the three (3) day
period immediately preceding or following the Succession Date. Executive acknowledges and agrees that Executive received this Release Agreement for review greater than twenty-one (21) days before such execution deadline. Executive further understand that, in the event of this Release being signed in connection with Section 5.b or Section 6 of the Agreement, this Release shall be null and void if not signed by Executive within twenty-one (21) days following the Separation Date. In the case of Executive signing this release in connection with either Section 3, Section 5.b or Section 6 of the Agreement, this Release Agreement will become effective on the eighth (8th) day after Executive signed this Release, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the “Release Effective Date”).
9.Voluntary Execution of Agreement. Executive understands and agrees that Executive executed this Release Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Executive’s claims against any of the Releasees. Executive acknowledges that:
(a) Executive has read this Release Agreement;
(c) Executive has been represented in the preparation, negotiation, and execution of this Release Agreement by legal counsel of Executive’s own choice or has elected not to retain legal counsel;
(d) Executive understands the terms and consequences of this Release Agreement and of the releases it contains;
(e) Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in this Release Agreement or in the Transition Agreement; and
(f) Executive is fully aware of the legal and binding effect of this Release Agreement.
IN WITNESS WHEREOF, the Parties have executed this Release Agreement on the respective dates set forth below.
TRACY KNOX, an individual
Dated: ________________
Tracy Knox
ROVER GROUP, INC.
Dated: _______________ By:
[●]
[●]
Exhibit 99.1
Rover Reports Fourth Quarter and Full Year 2021 Financial Results
•Fourth quarter revenue increases to $38 million, up 41% from fourth quarter 2019
•Record fourth quarter GBV of $166 million, up 44% from fourth quarter 2019
•Fourth quarter new bookings of 215,000, up 30% from fourth quarter 2019
SEATTLE – March 07, 2022 (GLOBE NEWSWIRE) – Rover Group, Inc. (“Rover”) (NASDAQ: ROVR), the world’s largest online marketplace for pet care, today announced financial results for the fourth quarter and full year ended December 31, 2021.
“I am thrilled with the results our team delivered in a challenging and unpredictable year. We ended 2021 performing better than expected across key metrics such as revenue, unit economics, and Adjusted EBITDA,” said Rover co-founder and CEO, Aaron Easterly. “While we now believe pandemic dynamics will persist well into 2022, we still expect it to be a banner year.”
Unless otherwise noted, all comparisons for Q4 2021 and full year 2021 are relative to 2019 due to the irregularity in Rover’s 2020 business metrics caused by COVID.
Fourth Quarter 2021 Highlights:
•Revenue increased 41% to $38.0 million, compared to $27.0 million. Despite Omicron driven cancellations, this was Rover’s largest revenue quarter ever.
•Gross bookings value (GBV) grew 44% to $166.0 million, compared to $115.3 million.
•New and Repeat Bookings had record quarters with Total Bookings increasing 10% to 1.2 million, compared to 1.1 million. New bookings increased 30% to 215,000, compared to 165,000. Repeat bookings increased 6% to 998,000, compared to 941,000.
•New customer acquisition efficiency continued, with Customer acquisition cost (CAC) of $13, compared to $42 in Q4 2019.
•GAAP net income of $33.9 million, compared to a GAAP net loss of $13.4 million, as the result of a $39.7 million non-cash fair value adjustment for warrant and earnout liabilities tied to the SPAC transaction.
•Adjusted EBITDA of $7.6 million, marking Rover’s third consecutive quarter of positive Adjusted EBITDA. The Q4 result was an improvement of $15.9 million from the fourth quarter of 2019 as a result of strong revenue performance paired with a high volume of organic new customer acquisition and ongoing operational efficiencies.
Growth in GBV represents increasing activity on our platform from repeat and new pet parents and may differ from bookings growth depending on the mix of daytime and overnight services for each period.
Full Year 2021 Highlights:
• Revenue increased 16% to $109.8 million, compared to $95.1 million.
•GBV grew 20% to $521.9 million, compared to $436.4 million.
•New bookings increased 21% to 804,000, compared to 663,000.
•GAAP net loss of $64.0 million, compared to a GAAP net loss of $51.7 million, as the result of a ($43.9) million non-cash fair value adjustment for warrant and earnout liabilities tied to the SPAC transaction.
•Adjusted EBITDA of $12.4 million, an improvement from negative Adjusted EBITDA of $35.2 million. The increase was a result of strong revenue performance paired with a high volume of organic new customer acquisition and ongoing operational efficiencies.
•Cash from operations of $14.3 million, ending the year with $278.9 million of cash and cash equivalents.
First Quarter and Full Year 2022 Guidance
“While we continue to manage for long-term profitability and enterprise value, the recent gains in efficiencies and Adjusted EBITDA demonstrate our strong operating leverage as the business scales,” said Tracy Knox, CFO. “We are very optimistic about the growth in the business, our healthy financial trajectory, and the opportunity in front of us. Our outlook for 2022 balances our strong recent performance of accelerated revenue growth and new customer additions with continued uncertainty in the travel recovery.”
First Quarter 2022
•Revenue
• Rover anticipates revenue in the range of $25 - $27 million, a year-over-year increase of 113% at the midpoint of the projected range.
•Adjusted EBITDA
•Rover anticipates Adjusted EBITDA in the range of ($5) - ($7) million.
Full Year 2022
• Revenue
•Rover anticipates revenue in the range of $160 - $180 million, a year-over-year increase of 55% at the midpoint of the projected range.
•Adjusted EBITDA
•Rover anticipates Adjusted EBITDA in the range of $17- $21 million.
With respect to guidance, which includes the Q1 and full year impact from Omicron, the pandemic has persisted longer than we had originally anticipated and continues to bring some level of uncertainty in the near and medium term. As such, the low end of full year guidance anticipates material impact from potential Covid waves while the high end assumes an ongoing modest impact.
Rover also announced today in a separate release, that its Board of Directors, as part of its CFO succession planning, has identified Charlie Wickers, Rover’s Vice President of Finance, as successor Chief Financial Officer to Tracy Knox. Ms. Knox will continue as CFO through August 2022, by which time she will have served as Rover’s CFO for nearly five years, and will remain on staff as an advisor through her retirement at the end of the year.
About Rover
Founded in 2011 and based in Seattle, Rover (Nasdaq: ROVR) is the world’s largest online marketplace for pet care. Rover connects pet parents with pet providers who offer overnight services, including boarding and in-home pet sitting, as well as daytime services, including doggy daycare, dog walking, and drop-in visits. To learn more about Rover, please visit https://www.rover.com.
Conference Call and Webcast Information
Rover will host a conference call today at 1:30 p.m. PT (4:30 p.m. ET) to discuss the fourth quarter and full year 2021 financial results and provide commentary on business performance. The conference call may be accessed by dialing (833) 714-3266 for U.S./Canadian callers or (360) 562-9905 for international callers. Once connected with the operator, please provide the
conference ID of 4480574. The live webcast can be accessed at https://investors.rover.com/, along with this earnings press release. A webcast replay will be available at the same address shortly after the conclusion of the live event and will be accessible for at least 90 days. This call will contain forward-looking statements and other material information regarding Rover’s financial and operating results.
Rover uses its Investor Relations website at https://investors.rover.com as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor Rover’s Investor Relations website, in addition to following Rover’s press releases, SEC filings, public conference calls and webcasts.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Rover’s expectations or predictions of future financial or business performance or conditions, statements regarding COVID recovery, changes in travel and working behavior, and the impact on Rover’s business and operating results. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, including 2022 guidance and projections, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements involve risks, uncertainties and assumptions that may cause actual events, results, or performance to differ materially from those indicated by such statements. Certain of these risks are identified in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Rover’s SEC filings, including, but not limited to, the final prospectus filed with the SEC on November 22, 2021 and Rover’s Annual Report on Form 10-K to be filed for the year ended December 31, 2021. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Rover’s other recent filings with the SEC which are available, free of charge, on the SEC’s website at www.sec.gov. If the risks or uncertainties ever materialize or the assumptions prove incorrect, Rover’s results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements speak only as of the date they are made. Except as required by law, Rover assumes no obligation and does not intend to update any forward-looking statements or to conform these statements to actual results or changes in Rover’s expectations.
Definitions
• A booking is defined as a single arrangement, prior to cancellation, between a pet parent and pet care provider, which can be for a single night or multiple nights for our overnight services, or for a single walk/day/drop-in or multiple walks/days/drop-ins for our daytime services. New bookings is defined as the total number of first-time bookings that new users, which Rover refers to as pet parents, book on our platform in a period. Repeat
bookings are defined as the total number of bookings from pet parents who have had a previous booking on Rover.
•Gross Booking Value, or GBV, represents the dollar value of bookings on our platform in a period and is inclusive of pet care provider earnings, service fees, add-ons, taxes and alterations that occurred during that period.
•Customer acquisition cost, or CAC, for any period is defined as advertising expenses less brand, content and marketing tools divided by in-period new bookings.
•Yo19% is calculated as the non-compounding growth rate of the current period metric vs. that of the same period in 2019.
Non-GAAP Financial Measures
To provide investors with additional information regarding our financial results, Rover has disclosed in this earnings release Adjusted EBITDA and Adjusted EBITDA margin, both of which are non-GAAP financial measures. Reconciliation of Adjusted EBITDA to the most comparable GAAP measure, net income (loss), is contained in tabular form below. Adjusted EBITDA is defined as net loss excluding depreciation and amortization, stock-based compensation expense, interest expense, interest income, change in fair value, net, other income (expense), net, income tax expense or benefit, and non-routine items such as restructuring, investment impairment, certain merger and acquisition-related and transaction-related costs. Adjusted EBITDA margin as presented in the reconciliation table below is Adjusted EBITDA divided by revenue.
We use Adjusted EBITDA and Adjusted EBITDA margin for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We consider Adjusted EBITDA and Adjusted EBITDA margin to be important measures because they help illustrate underlying trends in our business and our historical operating performance on a more consistent basis. We believe that Adjusted EBITDA, when taken together with its most directly comparable GAAP measure, net income (loss), provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results.
We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors.
Non-GAAP financial measures have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for, financial information prepared in accordance with GAAP. For example, Adjusted EBITDA does not reflect our cash expenditures or future requirements for
capital expenditures or contractual commitments and does not reflect changes in, or cash requirements for, our working capital needs. Further, our calculation of Adjusted EBITDA may differ from similarly titled non-GAAP measures, if any, reported by our peer companies, or our peer companies may use other measures to calculate their financial performance, and therefore our use of Adjusted EBITDA may not be directly comparable to similarly titled measures of other companies. The principal limitation of Adjusted EBITDA is that it excludes significant expenses and income that are required by GAAP to be recorded in our financial statements. In addition, it is subject to inherent limitations as it reflects the exercise of judgments by management about which expense and income are excluded or included in determining this non-GAAP financial measure. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. In addition, such financial information is unaudited and does not conform to SEC Regulation S-X and as a result such information may be presented differently in our future filings with the SEC. For example, due to warrant and earnout liabilities resulting from the merger, we now exclude change in fair value, net from net loss in our Adjusted EBITDA calculation, which had not been done in prior periods and will have less impact on the calculations for future periods due to their reclassification to equity as of December 31, 2021 for the earnout shares and in January 2022 for the warrants. Moreover, the year ended December 31, 2020 calculations exclude an impairment loss not reflected in other years and the year and quarter ended December 31, 2021 calculations exclude expenses related to a secondary offering not reflected in other years.
Our 2022 guidance also includes Adjusted EBITDA. Due to the forward-looking nature of these projections, specific quantifications of the amounts that would be required to reconcile such projections to GAAP measures cannot be reasonably calculated or predicted at this time without unreasonable efforts and Rover’s management believes that it is not feasible to provide accurate forecasted non-GAAP reconciliations. For example, the non-GAAP adjustment for stock-based compensation expense requires additional inputs such as number of shares granted and market price that are not currently ascertainable.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ROVER GROUP, INC. Key Business Metrics (Bookings in thousands, GBV in millions) (unaudited) |
| | | | | | | | | | | | |
| | Three Months Ended
December 31, | | Year Ended
December 31, |
| | 2021 | | 2020 | | 2019 | | 2021 | | 2020 | | 2019 |
| Bookings: | | | | | | | | | | | | |
New bookings |
| 215 | | 84 | | 165 | | 804 | | 326 | | 663 |
Repeat bookings | | 998 | | 475 | | 941 | | 3,395 | | 2,076 | | 3,524 |
Total bookings |
| 1,213 | | 559 | | 1,106 | | 4,199 | | 2,042 | | 4,187 |
| GBV | | $ 166.0 | | $ 56.7 | | $ 115.3 | | $ 521.9 | | $ 233.2 | | $ 436.4 |
ROVER GROUP, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
December 31, | | Year Ended
December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| Revenue | $ | 38,006 | | | $ | 13,168 | | | $ | 109,837 | | | $ | 48,800 | |
| Costs and expenses: | | | | | | | |
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 8,042 | | | 3,874 | | | 26,536 | | | 19,823 | |
| Operations and support | 5,013 | | | 2,374 | | | 14,928 | | | 12,371 | |
| Marketing | 6,405 | | | 2,433 | | | 19,937 | | | 16,332 | |
| Product development | 8,126 | | | 4,474 | | | 22,712 | | | 22,567 | |
| General and administrative | 14,293 | | | 6,052 | | | 35,559 | | | 21,813 | |
| Depreciation and amortization | 1,754 | | | 1,932 | | | 7,327 | | | 8,899 | |
| Total costs and expenses | 43,633 | | | 21,139 | | | 126,999 | | | 101,805 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from operations | (5,627) | | | (7,971) | | | (17,162) | | | (53,005) | |
| Other income (expense), net: | | | | | | | |
| Interest income | 22 | | | 5 | | | 49 | | | 488 | |
| Interest expense | (18) | | | (710) | | | (2,952) | | | (3,154) | |
| Loss from impairment of DogHero investment | — | | | (80) | | | — | | | (2,080) | |
| Change in fair value of earnout liabilities | 25,304 | | | — | | | (46,015) | | | — | |
| Change in fair value of derivative warrant liabilities | 14,350 | | | — | | | 2,089 | | | — | |
| Other income (expense), net | (91) | | | 281 | | | (284) | | | 172 | |
| Total other income (expense), net | 39,567 | | | (504) | | | (47,113) | | | (4,574) | |
| Loss before income taxes | 33,940 | | | (8,475) | | | (64,275) | | | (57,579) | |
| Benefit from (provision for) income taxes | (55) | | | (28) | | | 226 | | | 94 | |
| Net income (loss) | $ | 33,885 | | | $ | (8,502) | | | $ | (64,049) | | | $ | (57,485) | |
| Net income (loss) per share attributable to common stockholders, basic and diluted | $ | 0.19 | | | $ | (0.28) | | | $ | (0.72) | | | $ | (1.92) | |
| Weighted-average shares used in computing net income (loss) per share, basic and diluted | 175,590 | | | 30,080 | | | 89,004 | | | 29,896 | |
ROVER GROUP, INC.
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, |
| 2021 | | 2020 |
| Assets | | | |
| Current assets | | | |
| Cash and cash equivalents | $ | 278,904 | | | $ | 80,848 | |
| Short-term investments | 2,671 | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Accounts receivable, net | 26,023 | | | 2,992 | |
| Prepaid expenses and other current assets | 6,113 | | | 3,629 | |
| Total current assets | 313,711 | | | 87,469 | |
| Property and equipment, net | 20,874 | | | 24,923 | |
| Operating lease right-of-use assets | 21,495 | | | — | |
| Intangible assets, net | 4,469 | | | 7,967 | |
| Goodwill | 33,159 | | | 33,159 | |
| Deferred tax asset, net | 1,477 | | | 1,235 | |
| Long-term investments | 1,621 | | | — | |
| Other noncurrent assets | 348 | | | 134 | |
| Total assets | $ | 397,154 | | | $ | 154,887 | |
| Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | | | |
| Current liabilities | | | |
| Accounts payable | $ | 5,043 | | | $ | 1,301 | |
| Accrued compensation and related expenses | 6,600 | | | 3,269 | |
| Accrued expenses and other current liabilities | 3,021 | | | 2,747 | |
| Deferred revenue | 3,077 | | | 751 | |
| Pet parent deposits | 28,269 | | | 7,931 | |
| Pet service provider liabilities | 10,894 | | | 6,140 | |
| Debt, current portion | — | | | 4,128 | |
| Operating lease liabilities, current portion | 2,433 | | | — | |
| Total current liabilities | 59,337 | | | 26,267 | |
| Deferred rent, net of current portion | — | | | 2,248 | |
| Debt, net of current portion | — | | | 33,398 | |
| Operating lease liabilities, net of current portion | 25,198 | | | — | |
| Derivative warrant liabilities | 19,943 | | | — | |
| Other noncurrent liabilities | 84 | | | 4,659 | |
| Total liabilities | 104,562 | | | 66,572 | |
| Commitments and contingencies | | | |
| Redeemable convertible preferred stock, $0.00001 par value, no shares and 87,611 authorized as of December 31, 2021 and 2020, respectively; no shares and 90,814 shares issued and outstanding as of December 31, 2021 and 2020, respectively; aggregate liquidation preference of $294,802 as of December 31, 2020 | — | | | 290,427 | |
| Stockholders’ equity (deficit): | | | |
Preferred stock, $0.0001 par value, 10,000 and no shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of December 31, 2021 and 2020, respectively | — | | | — | |
Common stock, $0.0001 par value, 990,000 and 144,250 shares authorized as of December 31, 2021 and 2020, respectively; 177,342 and 30,398 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 18 | | | 3 | |
| Additional paid-in capital | 612,680 | | | 53,909 | |
| Accumulated other comprehensive income | 220 | | | 253 | |
| Accumulated deficit | (320,326) | | | (256,277) | |
| Total stockholders’ equity (deficit) | 292,592 | | | (202,112) | |
| Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ | 397,154 | | | $ | 154,887 | |
ROVER GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 |
| OPERATING ACTIVITIES | | | |
| Net loss | $ | (64,049) | | | $ | (57,485) | |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | |
| Stock-based compensation | 11,061 | | | 5,541 | |
| Depreciation and amortization | 14,683 | | | 18,713 | |
| Non-cash operating lease costs | 2,062 | | | — | |
| Change in fair value of earnout liabilities | 46,015 | | | — | |
| Change in fair value of derivative warrant liabilities | (2,089) | | | — | |
| Net amortization (accretion) of investment premiums (discounts) | — | | | 11 | |
| Issuance of common stock warrants | — | | | — | |
| Amortization of debt issuance costs | 712 | | | 841 | |
| Deferred income taxes | (272) | | | (303) | |
| Loss on disposal of property and equipment | 64 | | | 191 | |
| Impairment of DogHero investment | — | | | 2,080 | |
| Changes in operating assets and liabilities: | | | |
| Accounts receivable | (23,024) | | | (519) | |
| Prepaid expenses and other current assets | (3,126) | | | 460 | |
| Other noncurrent assets | (24) | | | (59) | |
| Accounts payable | 3,738 | | | (4,437) | |
| Accrued expenses and other current liabilities | 4,060 | | | (3,177) | |
| Deferred revenue | 2,325 | | | (1,736) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Pet parent deposits | 20,338 | | | (13,508) | |
| Pet service provider liabilities | 4,754 | | | (5,320) | |
| Operating lease liabilities | (2,307) | | | — | |
| Other noncurrent liabilities | (587) | | | 1,752 | |
| Net cash provided by (used in) operating activities | 14,334 | | | (56,955) | |
| INVESTING ACTIVITIES | | | |
| Purchases of property and equipment | (881) | | | (910) | |
| Capitalization of internal-use software | (6,340) | | | (6,757) | |
| Proceeds from disposal of property and equipment | 24 | | | — | |
| Purchases of available-for-sale securities | (4,293) | | | (16,286) | |
| Proceeds from sales of available-for-sale securities | — | | | 29,002 | |
| Maturities of available-for-sale securities | — | | | 23,450 | |
| Proceeds from sale of DogHero investment | — | | | 2,920 | |
| Net cash (used in) provided by investing activities | (11,490) | | | 31,419 | |
| FINANCING ACTIVITIES | | | |
| Proceeds from exercise of stock options and issuance of common stock | 6,505 | | | 788 | |
| Taxes paid related to settlement of equity awards | (8,673) | | | — | |
| Proceeds from reverse recapitalization and related financing | 268,282 | | | — | |
| Payment of deferred transaction costs related to reverse recapitalization | (32,743) | | | — | |
| Proceeds from borrowing on credit facilities | — | | | 64,563 | |
| Repayment of borrowings on credit facilities | (38,124) | | | (26,439) | |
| Issuance costs related to debt financing | — | | | (281) | |
| Net cash provided by financing activities | 195,247 | | | 38,631 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Effect of exchange rate changes on cash and cash equivalents | (35) | | | 99 | |
| Net increase (decrease) in cash and cash equivalents | 198,056 | | | 13,194 | |
| Cash and cash equivalents, beginning of year | 80,848 | | | 67,654 | |
| Cash and cash equivalents, end of year | $ | 278,904 | | | $ | 80,848 | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | |
| Cash paid for income taxes | $ | 5 | | | $ | 282 | |
| Cash paid for interest | 2,511 | | | 2,073 | |
| NON-CASH INVESTING AND FINANCING ACTIVITIES | | | |
| Right-of-use assets obtained in exchange for lease liabilities (excluding those recognized upon initial adoption of ASC 842) | $ | 757 | | | $ | — | |
| Conversion of redeemable convertible preferred stock to common stock | $ | 290,427 | | | $ | — | |
| Earnout liability recognized upon the closing of the reverse recapitalization | $ | 228,082 | | | $ | — | |
| Derivative warrant liabilities recognized upon the closing of the reverse recapitalization | $ | 22,032 | | | $ | — | |
| Reclassification of earnout liabilities to additional paid-in-capital | $ | 274,097 | | | $ | — | |
| Issuance of Series G redeemable convertible preferred stock to settle Barking Dog Ventures, Ltd. holdback | $ | — | | | $ | 62 | |
| Issuance of common stock warrants under credit facility and subordinated credit facility agreements | $ | — | | | $ | 657 | |
ROVER GROUP, INC.
Adjusted EBITDA Reconciliation
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2021 | | 2020 | | 2019 | | 2021 | | 2020 | | 2019 |
| |
| Revenue | $ 38,006 | | $ 13,168 | | $ 26,974 | | $ 109,837 | | $ 48,800 | | $ 95,052 |
| Adjusted EBITDA reconciliation: | | | | | | | | | | | |
| Net (loss) income | $ 33,885 | | $ (8,502) | | $ (13,397) | | $ (64,049) | | $ (57,485) | | $ (51,714) |
| Add (deduct): | | | | | | | | | | | |
Depreciation and amortization (1) | 3,868 | | 3,613 | | 3,631 | | 14,683 | | 18,713 | | 13,596 |
Stock-based compensation expense (2) | 7,919 | | 1,273 | | 1,274 | | 11,061 | | 5,541 | | 4,520 |
Interest expense | 18 | | 710 | | 72 | | 2,952 | | 3,154 | | 204 |
Interest income | (22) | | (5) | | (474) | | (49) | | (488) | | (2,807) |
Loss from impairment of DogHero investment | — | | 80 | | — | | — | | 2,080 | | — |
Change in fair value, net (3) | (39,654) | | — | | — | | 43,926 | | — | | — |
Other (income) expense, net | 91 | | (281) | | 805 | | 284 | | (171) | | 1,109 |
Income tax (benefit) expense | 55 | | 28 | | (181) | | (226) | | (94) | | (468) |
Restructuring expense (4) | — | | 13 | | — | | — | | 3,763 | | — |
Merger and acquisition-related costs (5) | 220 | | — | | 28 | | 2,556 | | 31 | | 341 |
Transaction-related expenses (6) | 1,263 | | — | | — | | 1,263 | | — | | — |
| Adjusted EBITDA | $ 7,643 | | $ (3,071) | | $ (8,242) | | $ 12,401 | | $ (24,956) | | $ (35,219) |
Adjusted EBITDA margin (7) | 20% | | (23)% | | (31)% | | 11% | | (51)% | | (37)% |
_________________
(1)Depreciation and amortization include amortization expense related to capitalized internal use software, which is recognized as cost of revenue (exclusive of depreciation and amortization shown separately) in the consolidated statements of operations.
(2)Stock-based compensation expense includes equity granted to employees as well as for professional services to non-employees.
(3)Change in fair value, net includes the mark-to-market adjustments related to the earnout and warrant liabilities.
(4)Restructuring costs include expenses for severance-related and legal costs incurred during the implementation of our restructuring plan.
(5)Merger and acquisition-related costs include accounting, legal, consulting and travel related expenses incurred in connection with the merger and business combinations.
(6)Transaction-related expenses include costs related to our secondary offering in the fourth quarter of 2021.
(7)Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
Contacts:
MEDIA
pr@rover.com
Kristin Sandberg
(360) 510-6365
INVESTORS
brinlea@blueshirtgroup.com
Brinlea Johnson
(415) 269-2645
###
Exhibit 99.2
Rover Announces CFO Succession Plan
•Tracy Knox to Retire December 2022 Following Completion of Transition to Successor
•Tracy Knox to Serve As CFO through August 2022 and as an Advisor through the end of 2022
•Charlie Wickers, Rover’s Vice President of Finance, identified as Successor
SEATTLE, March 07, 2022 (GLOBE NEWSWIRE) -- Rover Group, Inc. (“Rover”) (NASDAQ: ROVR), the world’s largest online marketplace for pet care, today announced that its Board of Directors, as part of its CFO succession planning, has identified Charlie Wickers, Rover’s Vice President of Finance, as successor Chief Financial Officer to Tracy Knox. Ms. Knox will continue as CFO through August 2022, by which time she will have served as Rover’s CFO for nearly five years, and will remain on staff as an advisor through her retirement at the end of the year.
“Charlie has been working closely with me for over four years and is the perfect candidate to succeed me in a seamless transition,” said Ms. Knox. “This gradual and comprehensive process will ensure continuity in financial stewardship and progress towards achieving our long-term objectives. Rover has an outstanding team, and we remain steadfast in our mission to make it easier for people to have pet love in their lives. I am deeply grateful to have had the opportunity to work with such a dynamic and talented team, and I look forward to watching Rover continue to grow and prosper.”
Mr. Wickers brings over 16 years of technology company experience in financial operations, financial planning and analysis and business analytics. In his tenure at Rover, Mr. Wickers has led FP&A and strategic finance, and has been part of the executive leadership team. Mr. Wickers serves as a leading member of Rover’s investor relations team including involvement in roadshows, conferences, and earnings communications. Prior to joining Rover, Mr. Wickers held leadership roles at several enterprise software companies and was a member of the team that took Clearwire public and through its eventual sale to Sprint, now T-Mobile.
“Rover is a better company because of Tracy’s decision to join us in 2017. She has built strong accounting, finance, and people teams. Tracy’s guidance was key at a multitude of critical, complicated junctions in our history, including transitioning to be a public company. She has my heartfelt gratitude and admiration for the partnership, grace, and determination she has exhibited at every point along the way,” said Aaron Easterly, Rover co-founder and CEO. “Charlie is a special talent who has worked very effectively with Tracy. We have high confidence that he will be a great successor and the transition will go smoothly.”
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations are forward-looking statements. The words “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on current assumptions that involve risks, uncertainties and assumptions that may cause actual events, results, or performance to differ materially from those indicated by such statements. Certain of these risks are identified in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Rover’s SEC filings, including, but not limited to, the final prospectus filed with the SEC on November 22, 2021 and the Annual Report on Form 10-K to be filed for the year ended December 31, 2021. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Rover’s other recent filings with the SEC which are available, free of charge, on the SEC’s website at www.sec.gov. The forward-looking statements in this release speak only as of the date they are made. Except as required by law, Rover assumes no obligation and does not intend to update any forward-looking statements or to conform these statements to actual results or changes in Rover’s expectations.
About Rover
Founded in 2011 and based in Seattle, Rover (Nasdaq: ROVR) is the world’s largest online marketplace for pet care. Rover connects pet parents with pet providers who offer overnight services, including boarding and in-home pet sitting, as well as daytime services, including doggy daycare, dog walking, and drop-in visits. To learn more about Rover, please visit https://www.rover.com.
Contacts:
MEDIA
pr@rover.com
Kristin Sandberg
(360) 510-6365
INVESTORS
brinlea@blueshirtgroup.com
Brinlea Johnson
(415) 269-2645
