Good afternoon. Thank you for joining the Rover Analyst Day call. In this call, we'll be discussing information available on our website under rover.com, Press, News, and Updates. Before we begin, I would like to read some important disclaimers. Please note that today's presentation is neither an offering of securities nor a solicitation of a proxy vote. Information discussed today is qualified in its entirety by the registration statement on Form S-4, containing a proxy statement, perspective, information statement that Caravel filed with the SEC on February 16th, 2021, and any amendments thereto. The stockholders of Caravel are urged to read these filings carefully because they contain important information about the proposed transaction. Additionally, during the presentation, we will make certain forward-looking statements that reflect our current views related to our future financial performance, future events, and industry and market conditions, as well as forward-looking statements related to the business combination, including the timing, proceeds, and benefits of the transaction, as well as statements about Rover, its platform, and its market opportunity. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. We strongly encourage you to review the information that Caravel files with the SEC regarding specific risks and uncertainties, in particular, those that are described in the Risk Factor section of Caravel's most recent filing. With that, let's get started. At Rover, we consider our sitters superheroes, and we celebrate their passion with everything we do. There is no way to better showcase this than with the following video. Amy has a girls weekend. Luckily, she also has a Rover sitter for her dog. "I'm gonna be your hero." Who's a good boy? You're a good boy. Did you get a haircut? The dog people are ready. Book a sitter today on rover.com. Excellent. Let me now turn it over to Adam Clammer, the founder of True Wind Capital. Thank you very much. Good morning or good afternoon to everybody. I'm the founder of True Wind Capital, and we're very excited to be sponsoring this investment. This will be the second de-SPAC that we've been involved in, following the very successful investment that we made in Open Lending, which closed in June of last year. This company has everything we look for in a marketplace business. First, they address a huge market, measured in the $10s of billions. It's a growing market. Over a very long-term period of time, this market's gonna grow in excess of the economy for sure. In the short term, we see significant tailwinds coming out of COVID. As people go back to work, start to travel again, combined with the massive number of people that adopted pets over the last year, we see tremendous growth opportunity in the short term. The company's 10 x the size of its nearest competitor, and the customers and providers on this network all love the business. Rover's got a terrific management team. They're very experienced. They understand the public markets. Importantly, they're investing alongside us in this transaction, and our firm, True Wind, will support this transaction with up to a $50 million investment from our private equity fund. Finally, we're bringing this deal at what we think is a really attractive valuation and a significant discount to the relevant comparable companies that we'll talk about at the end. With that, I'll hand it over to Aaron Easterly, the founder and CEO of the business. Again, we're excited and appreciate everybody's attendance today. Thanks, Adam. A good place to start with the Rover story is understanding our mission. At Rover, we believe that everyone deserves the unconditional love of a pet, and we exist to make that possible. Concerns around the logistics of care is one of the primary impediments to pet ownership. I'm not home enough. I travel a lot. I work long hours. I don't have a yard. I live in a dense urban area. These concerns for caring for a pet while one is away is a barrier to people experiencing this joy. At Rover, we believe that if we can solve the logistics of pet care, make it affordable, convenient, and high quality, more people will opt into pet ownership. In addition to increasing our addressable market, we may just move the needle on human happiness. Starting with a quick snapshot of the business performance to- date. Rover has grown fast from inception. During the period of 2014 to 2019, we grew at a 94% compound annual growth rate. We were on pace to do well over half a billion in sales until COVID hit. We'll talk more about the COVID impact a little bit later in the presentation. The business has done well. We've had over 2 million households book care on the demand side of the marketplace, and over half a million providers pay down the supply side of the marketplace. The business is driven mostly by repeats. On any given month, 85%-90% of our bookings are repeat customers. The earn back on our marketing is short, typically one to two quarters. Perhaps the most interesting thing about the business from our perspective is that the business is mainly about category expansion. We do take share from existing commercial players like the local boarding facility, but the vast majority of the business is taking people who were having their friends, family, and neighbors watch their pets, and turning them into commercial transactions online. At a high level, Rover is just an app. Our apps allow people to pull up a list of animal lovers in their neighborhood to provide services such as dog sitting, boarding, and dog walking. We have all the features that you would expect with online marketplaces. All new providers go through background checks. There's detailed information about the options in the marketplace. We have 24/7 customer support. The Rover Guarantee backstops transactions, so covers sitter liability, and if anything were to happen to a dog or a cat during a stay, it covers medical bills. Perhaps most interesting is this business is not about standardizing pet care. It's the opposite. This business is about enabling mass customization of pet care. Every pet, like every human being, is different. Rover caters to those needs. If someone's looking for a provider that allows the dog to sleep in the bed because that's what their dog is used to, they can find that on Rover. If someone is looking for a sitter that's home full time because their dog has separation anxiety, they can find that on Rover. If someone needs a provider to cook for their animal, they can find that on Rover. If an animal is scared about other animals and needs to be the only animal in the residence, they can find that on Rover. This ability to customize pet care en masse is what makes Rover unique and is unavailable in today's commercial options. Going one layer deeper into our services, Rover has six service lines. One of those, in-home grooming, has been recently launched and it's in a beta test in four markets. We expect to roll that out nationwide later this year. Overall, though, the business is comprised of overnight services and daytime services. Overnight services generally answer the question of, "What do I do with my animal when I leave on vacation or I'm out of town on a business trip?" Our daytime services generally answer the question of, "What do I do for pet care when I'm at work?" The daytime services were launched in late 2017, whereas the overnight services were launched in 2012. Overall, about 70% of the business is in our overnight services. Within daytime services, we have drop-in visits. Drop-in visits are a little bit of a hybrid. They're performed during the day, but sometimes they're used as a substitute for house sitting. Instead of having a service provider come to my house and live in my house while I'm out of town, to have someone check in on my cat once or twice a day and change the litter box. As we mentioned, Rover is a marketplace. We bring together supply and demand. On the demand side, modern pet parents want an environment where their pets feel at home, feel safe, feel stress-free. They want content and reassurance that their pets are receiving not just excellent care, but the specific care that they requested. One of the dynamics about the pet industry that's challenging is the entities receiving care, in this case, the animals, can't speak, and the entities paying for the care, they're humans, aren't present. Giving transparency into what the experience is actually like and reassurances while people are gone is very important. Technology enables that. We can GPS track dog walks, let people know when providers enter and exit the home, and give photos and updates and videos to highlight activities during the stay. On the supply side of the marketplace, pet providers want the flexibility and the empowerment to have pets in their life and make material side income. There is no shortage of animal lovers in the U.S. and in most developed countries. The vast majority of these people, though, would not think about launching their own business, figure out facilities, and setting up a website, and building apps and technology and payments and insurance. For people that would love more animals in their life on a part-time basis, these startup costs are unrealistic. Rover allows people to make material side income by doing something they already love. We bring together pet parents with pet care providers into a marketplace, and the results are phenomenal. 97% of reviewed stays are five stars. A little bit more color on the types of users we have. When we launched Rover, we initially thought that this was going to be a peer-to-peer marketplace that would be highly concentrated in incredibly high-density cities. It turns out we were wrong. Rover has become much more universal than we ever expected. The chart on the left looks at what percent of our business is coming from cities of certain density. It definitely is the case that we have a material amount of our business coming from high-density cities, which make up about 16% of the population. We also have a very material amount of our business coming from medium-density cities and low-density cities. The growth into the suburbs, the exurbs, and rural areas has been one of the highlights of the Rover business. In terms of our users, though, we actually are more spread out demographically than many people would think for a tech marketplace. We capture all age range and all income brackets. We generally match up to the pet population in general, although our pet care providers tend to be a little bit younger. Pets are universal. Pet owners span all income brackets and all demographics. For us to fully address this opportunity, we need to serve all those groups, and Rover currently does. Before going deeper into how we operate the business, it's worth spending a couple minutes talking about the pet care industry. The pet care industry is becoming universal. Two-thirds of U.S. households have pets. There's an additional 20% that has previously had a pet. Over 40% of U.S. households have a dog. Increasingly, the relationship with people's animals is becoming more akin to a family relationship. In the U.S., about 95% of pet parents consider their pets as part of the family. Perhaps more interesting for me is that almost 80% answer the question, do you view yourself as an owner or a parent of your pet, respond with, "I view myself as a parent." Specifically, the relationship is more akin to a parent-child relationship, and all the same dynamics you see with human parents and human children, you see with our canine children and our feline children. People are concerned about the right medical treatments, the right diet, the right training methods. Increasingly, the humanization of pets is becoming the norm. This drives a pet economy that perpetually grows faster than the real economy, and it's causing people to prioritize pet care needs over their own. Almost a third of pet owners would say that they would prioritize their pet's medical needs over their own. With this love and adoration comes an increasing share of wallet, and the industry is increasingly recession resilient. During the Great Recession, just about every industry went backwards, but the pet industry was one of the few industries that continued to grow throughout. Going a little bit deeper into the U.S. pet industry. The global pet industry is a little bit over $200 billion, and the U.S. pet industry is about $95 billion. About 10% of that spend is in non-veterinary pet services. For us, that $9 billion-$10 billion is not the interesting dynamic about our business. It turns out that pet services is one of the least penetrated categories within the pet industry. Almost all pet owners buy pet food. There's a very small fraction of pet owners that cook for their animals, but the vast majority, almost 100%, buy pet food. Nearly everyone, at 90%, buy treats and toys. 85% of pet-owning households take their pet to the vet at some point. Only 10% of pet-owning households, though, pay for commercial overnight services when they leave town. The reason for that is the vast majority of pet owners abhor the idea of taking their animals to a boarding facility. Small, confined spaces that may be high-stress with uncertain human attention is the exact opposite of the environment that pet owners want. More often than not, they go down their Rolodex of friends, family, neighbors, and find someone to look after their pet while they're gone. This in-home experience and constant human attention is consistent with the care that they desire for their animals. This is the opportunity that Rover saw at the beginning. Yes, we can take market share from existing commercial players, but the 90% of the market that's tied up in the shadow market, friends, family, neighbors, is our huge opportunity. If you do the math on how often people travel away from home and assume a low price per night assumption on the value of pet care, you can quickly calculate that there's an opportunity to unlock a huge amount of non-commercial business. We estimate that right now in the U.S., there's an $80 billion opportunity for non-veterinary pet services. The majority of that is in the overnight segment. There's also unlocked opportunity in the daytime segment. Given the increasing spend on a per pet basis, increasing pet ownership, and the growth of the pet economy in general, we expect just the U.S. opportunity to grow to $113 billion by 2030. The pet services market is expected to grow much faster than the physical pet product industry during that time. One of the questions we often get is, "Well, that's great." I understand the math on that. What evidence does Rover have that that 90% who hasn't traditionally used commercial services is actually an addressable market? We have confidence in that because it turns out that is our business and has been our business from day one. On the demand side of the platform, two-thirds of our customers were previously using friends, family, neighbors until finding Rover. We do take share from traditional kennels. We do take share from vets that offer boarding services. We take share from local dog walkers and from boutiques. The vast majority of the business is pure category expansion. On the supply side, the contrast is even more stark. 98% of the service providers on Rover are new to offering commercial services. These are people that love animals and historically have had animals or care for their neighbor's animals or their friend's animals, but would not have thought to launch a business on their own. By removing the barriers to entry, Rover has opened up a new category of service provider for the pet care industry. This group is building their entire business from day one on Rover. To them, Rover is the mechanism to operate their business. It is not just a marketing platform for them. As I mentioned, when you look at the competitive dynamics, the vast majority of the market is tied up in the friends, family, neighbors segment. More generally, the pet industry is incredibly fragmented. Because the pet industry was associated with dot-com excess, investment in tech in the pet industry lagged other categories, the industry remains relatively lowly penetrated from a technology perspective. In addition, given the fragmentation of the industry, many of the players do not have a financial incentive to invest in tech infrastructure. This gives Rover a unique advantage. It is nearly impossible to book services online. There are often websites that instruct you to call a number, or maybe a form that is a lead gen form that sends an email to someone who will respond to you at some future point in time. Full integration of technology into the power of the pet services business has not happened, and is something Rover is bringing to bear. We see a broad opportunity with the competitive dynamics more generally. Because technology is lagging the pet industry, there are very few scale technology players. There's basically Amazon, Rover, and Chewy that have a direct digital relationship with seven figures of pet owners on an ongoing transactional basis. We think that gives us a unique opportunity to expand our business into other categories in the future. As I mentioned, Rover is about technology. We use data to create a competitive advantage for our business. With the volume we have going through the platform, we collect data on the marketplace participants and the needs of our customers. That data is used for many different purposes, but one of the most important purposes is to continue to make the marketplace function better, providing better matches for our customers and better experiences. This creates a powerful network effect. At a high level, the way to think about it is, as more bookings happen on Rover, we collect more data. We understand which service providers respond quickly, which ones get repeat business, which ones do a good job of freeing up their calendar, which ones have accurate calendars, which ones make customers feel comfortable during a meet and greet, which ones schedule a meet and greet quickly. As we collect all that data, we get better and better at understanding who are the ideal matches for pet owners. With that, we can make better matches when people come to Rover, and as we make better matches, our bookings go up. This creates a virtuous cycle that happens in three unique manners. The first is, as we do a better job of matching people with service providers they're excited about using, prospects to our app and to our website are more likely to convert into customers. This drives our new bookings over time and also improves our marketing efficiency as we convert prospects more effectively. The second dynamic is on the repeat side. If the first service provider you use on Rover is more likely to be that amazing, you're more likely to come back. If one of your go-to service providers is unavailable, and we are highly likely to show a better match for an alternative, you're more likely to come back. As we collect more data, we get better at securing more and more repeat bookings as well. As more of the business becomes repeat bookings and more of our customers have used multiple Rover service providers, they start to associate that experience with Rover and not just an individual service provider. That improves our reputation and our word of mouth. The word of mouth dynamic actually then further accelerates new customer acquisition. Many consumer businesses become increasingly dependent on paid marketing as they scale. Rover is a unique business. We actually have become less dependent upon paid marketing as we scale due to the network effects provided by the intelligent use of our data. To make that point real, the following chart looks at a couple dynamics. The black line maps marketing spend as a% of our sales. Notice how it's plummeted over time. The blue and the green lines look at what% of our customer acquisition comes from word of mouth. The green line represents that number for our top 10 markets, and the blue line represents that number for all other markets. In our top 10 markets, over 50% of customer acquisition is from word of mouth. Our most mature market, Seattle, is closer to 60%. This dynamic is not limited to just our top markets. If you look at the blue line, all other markets, it turns out they're on the same trajectory as the top markets. They're just a couple of years behind. Indeed, the power of data plays out again and again and across more geographies than we originally expected. We think it's helpful to dig a little bit deeper into our unit economics and our customer behavior. The following chart looks at our customer cohorts. This looks at the January cohorts year-over-year since 2013. The Y-axis represents the average number of bookings for customers acquired during that period. This includes all the customers that have one booking, and we never see again. There's a couple things to note about this chart. The first is that our cohorts have continued to improve over time. Perhaps even more interesting about the improvement in the cohorts is this has been done in an environment where our average take rate has been increasing. It's not normally the case that businesses can increase the prices that they charge and actually see an increase in loyalty. Rover is one of them. There are some other interesting dynamics about the cohorts. The next is the shape. If you look at the shape of the curves, you notice that curve is a term used loosely. There is curvature in these cohorts in the first 12-18 months. After 12-18 months, these curves basically turn into straight lines. We're almost 10 years into the business, our cohorts don't flatten. The way to interpret the straight line after the first 12-18 months is that although Rover is a transactional business, we get paid based on transactions and bookings, in a lot of ways, and in aggregate, the business actually functions as almost if it was a consumer subscription business with zero churn after 12 months. In fact, you can see that in the revenue retention data. The chart in the lower right corner looks at what% of year one revenue we see from a cohort in year two, year three, in year four, in year five, and year six. You'll notice that there is a drop-off after year one, but there's almost no drop-off after that point. The amount of revenue we retain is virtually the same in year four, year five, and year six as it is in year two. When we reference our unit economics, we often talk in payback, that we earn back our marketing spend typically in about four months, one to two quarters. In terms of the LTV to CAC ratios, ultimately those ratios depend on where we arbitrarily cut off our LTVs at. We don't actually have a definitive reason to assume that a customer lifetime ends at a specific point. One of the questions we often get is, "Well, that's great that the cohorts have improved that much, particularly in an environment where take rate has been increasing? How much of that is due to better retention of customers, and how much of that is due to getting customers that you do retain to come back more frequently? These charts break out those effects. The chart on the left looks at what percent of a cohort comes back and rebooks with us within X months of their first booking. When we started, we'd get about 40% of a cohort where they'd come back to us in about a year, and that would cap out about 52%, 53%. We now get over 60% rebooking with us within a year, and over 70% over the long term. It's not just that we do a better job of retaining cohorts. We've also done a better job of getting the cohorts that we do retain to come back to us more and more frequently. The chart on the right looks at the average bookings per customer for just the retained subset, for those that come back. You'll notice that this has also been increasing dramatically over time. You'll notice a particular jump in 2015 to the 2016 cohorts. This corresponds with when we rolled out our daytime services. As we roll out more service offerings, there are more reasons for people to come back to Rover more frequently. This accelerates both customer acquisition as well as our lifetime values through the cross-pollination across service lines. Looking at this data, it's very clear that Rover has very strong repeat usage. It's not always clear that local service marketplace businesses, particularly those focused on care, can do such a good job of retaining repeat business. We often get the question of how is that possible? What is Rover doing that retains so much business over the long term, given owners and service providers can develop relationships offline? The first point is we agree that this is a potential concern of these types of businesses. The second point, though, is the data shows that Rover has addressed this really well. As mentioned earlier, about 85% of our bookings on any given month are repeat. We have over 90% revenue retention for pet care providers between year one and year two for those that become activated or matriculated. We have very strong revenue retention for pet parents, and the cohorts are near linear after 12 to 18 months. The cohorts have improved in an environment with increasing take rate. There are two big drivers of this. The first is our value proposition has always been more than just finding someone. We're not just a search platform. We're a platform for people to deliver care and to facilitate care. The Rover Guarantee, which forms as a financial backstop for any medical issues dogs have, as well as sitter liability coverage, creates safety and peace of mind. This is only available for people who transact through the platform. Similarly, a lot of our features are only available for people that continue to transact through the platform. For example, we keep track of care instructions and vet information. Any providers looking to take business off-platform will have to develop parallel platforms and do additional work to manage their business that's outside of Rover. We provide 24/7 customer support, and we also provide tools that facilitate communication during the stay, in-app messaging, photo sharing, videos. We also provide additional tools to make a business easier for service providers, including payments and calendaring. In addition to the broader value proposition and the value that we add on an ongoing basis, it turns out that smart use of data is also very helpful at driving platform stickiness and loyalty. As we collect data on service providers, we understand which service providers get a lot of repeat business. Those service providers move higher in our marketplace and they get more future business. Over time, the service providers that are doing a great job servicing customers, but also doing a great job of keeping business on platform, are the ones that receive disproportional benefit in terms of future customer acquisition. As this cycle plays out millions and millions of time, our average repeat usage goes up and our lifetime values go up as well. As I alluded to earlier, COVID had a negative impact on our business. Our business is currently set around use cases of what to do with your animals when you go into work and what to do with your animals when you travel. In a world in which people are working from home and not traveling, there was a material impact on our business. COVID has also provided some medium-term and long-term tailwinds. It's worth noting that there are already secular tailwinds in play with our business. The acceleration of the pet services industry relative to the broader pet industry, the increase of adoptions of pets, and the increase of per pet spend are things that benefit our business naturally. Coming out of COVID, there's additional strong tailwinds. We anticipate a strong recovery as gradually people start to travel again and feel safe traveling. Our business will benefit materially from that. Additionally, though, a lot of those people traveling are new pet owners. The annual growth rate in people adopting pets quadrupled during the pandemic. There are a lot of new pet owners that are going to be looking to travel and looking for first-time services for their new animals. We're excited to serve those customers, if you think about the customers that wait for a pandemic in order to adopt a pet, these are exactly the people that are likely to view that they weren't home enough to have a pet. We're excited to serve that customer group. Longer term, Rover has a lot of avenues for continued growth and expansion. We continue to expand our service lines, such as what we're doing with grooming. We can cover additional pet types. We can grow our international footprint. We can expand our offerings into advertising or retail. We can actually expand our strategic partnerships because there are relatively few at scale pet players that are digitally native. The financial plan we put forward assumes none of that. We think we can grow indefinitely just by doing what we do today. The tailwinds of pet ownership spend per pet desire to have in-home environments and human love for their pets while they're away will continue to power our business. Given that only 10% of pet-owning households use commercial services when they travel, we think we can grow indefinitely at a brisk pace, servicing the customers we service today, the markets we service today, and utilizing the service lines we use today. That being said, we are very excited about the opportunity for Rover to continue to expand what we do over time. With that, let me turn it over to Tracy Knox, Rover CFO. Thanks, Aaron. Over the next few slides, I'll walk through some of our historical financial performance and some of our projections. Before I do, I just want to provide a little bit more color on what Aaron talked about in terms of the impact of COVID on our business. Over the last few years, we've been delivering strong growth and actually headed into 2020, we were surpassing plan for January and February. Then mid-March rolled around, and the pandemic and the world went into lockdown, and it impacted our business pretty immediately. The one thing we didn't know was how long is the pandemic going to last and impact our business. What we did know is we need to conserve enough cash to get to the other side. We did a couple of different things to shore up our balance sheet and reduce cash burn. The first thing we did was to eliminate pretty much all discretionary marketing spend. The second was a much tougher decision, to lay off half of our 500 employees. We turned our attention to every other line item in the P&L. Ultimately, we were able to drive out almost 50% of our operating expense structure. If you flash forward to the third quarter of 2020, even though our revenue was still down 50% year-over-year, we were almost profitable on an Adjusted EBITDA basis. With that as the backdrop, let's turn to the financial projections and historical performance. As I mentioned, you can see here historically delivering strong growth. You can clearly see the impact of the pandemic on our 2020 results. Turning to 2021 and beyond, in 2021, we expect it will be a tale of two halves. In the first half, we'll continue to be impacted by the pandemic and see the reduced travel until a vaccine rolls out mid-year. We expect travel to start to rebound in the back half of the year, and that we'll start to invest back into marketing and our tech and product initiatives at that time. In 2022, that's comprised of a few different projections in terms of that our customer cohort behavior returns to more normalized levels, new customer volume that we acquire, new customers we've acquired over the last couple of years, perform at normal cohort behavior, and I'll walk through this in a little bit more detail in a moment. Ultimately, in the bottom left, you can see that 2021 and 2022 revenue growth looks outsized at about 100% growth. That's simply due to lapping the pandemic period. In 2021, we'll be lapping the pandemic period of March through December of 2020, and in 2022, we'll be lapping the pandemic period of January through, hopefully it's just midsummer of 2021 pandemic period. You can see over that 5-year period, it's a more normalized 30% CAGR. In terms of the detailed assumptions that are included in our 2021 and 2022 projections, one is that the pre-pandemic cohorts return to some normalized behavior over the next 12-14 months. In a moment, I'll walk you through a slide that shows that graphically. For new bookings, again, for 2021, it's going to be the tale of two halves. We're expecting lower travel volume in the first half of 2021, in the second half, we're projecting a recovery to leisure travel that occurred at the 2019 volume for the third quarter and fourth quarter of 2021, excuse me. For the full year of 2022, we're projecting normalized leisure travel, marketing efficiency that's consistent with pre-COVID levels, 2021 and 2022 customer cohort behavior that's more normalized, and that pre-pandemic cohorts, again, return to a more normalized level over the next 12 to 14 months. Additionally, the tech investments that we've made over the last few years will deliver some modest improvements in the bookings and retention across all the cohorts. You can see that in the cohort behavior that Aaron showed earlier, that each year we've seen an improvement in each cohort. If we look at the traditional or historical cohort behavior, you can see on this graph, the black line is a more normalized retention curve for our customer cohorts. Then you can see for each of the January cohorts, you can see the fall off, and a kink when the COVID pandemic hit. You can see a bounce back or return to about that 50% level of normal behavior in the subsequent months. The dotted lines represent our projection of just returning to a normalized behavior over the next 12 to 14 months. We are not predicting that there's some jump back up to normal cohort behavior. We're not predicting there's going to be pent-up travel demand. We're just predicting over the next 12 to 14 months, a gradual return to normalcy. In terms of the longer-term target, and longer-term projections, we believe that we'll deliver revenue growth longer term in the 20%-25% growth rate range. Aaron pointed out this doesn't include any pent-up travel demand, it doesn't include geographical expansion, it doesn't include new partnerships, it doesn't include service line expansion. All of those things are things we will focus on to drive further revenue growth. From an Adjusted EBITDA margin perspective, we have line of sight to over 30% Adjusted EBITDA margin. You can see the line items that we'll get leverage on to get there. From a gross margin perspective, longer term, and actually today, our gross margins are right around 70%. That includes amortization of internally developed software. A more normalized kind of cash gross margin is anywhere from 5-10 points higher than that. For service operations, when we laid off half our 500 employees last year, we retained most of the fixed cost infrastructure that's needed to support service operations. Over time, as we scale the business back up, we'll get leverage on that line item. Additionally, we know that serving repeat pet parents and service providers actually has a lower total cost to serve. As repeat bookings continue to increase in terms of overall mix, we'll get more efficiencies out of that line item. For marketing, we've been operating at very low investment levels, so we will return, as I said, in the second half of 2021, to invest in the marketing line item. Technology, that's the operating cost needed to support our infrastructure and ongoing business. As we scale back up, we'll get leverage on that line item. Clearly for G&A, the goal is to keep that cost as flat as possible and to get leverage on that line item over time as well. We've gotten the question quite a bit, why SPAC and why SPAC now? We're the clear marketplace leader in this space, and we have strong tailwinds, as Aaron mentioned, coming out of this pandemic, but we're operating at very low investment levels, almost immediate payback from a marketing perspective. We feel if we could bulk up the balance sheet now, we can maximize enterprise value by investing into the recovery rather than lagging the recovery. That's the why now. Why SPAC versus a regular way IPO? As Aaron pointed out, it's a unique business in that we have these near-term COVID headwinds, but paired with really strong tailwinds coming out of the pandemic, and then unique customer cohort behavior. The SPAC process allowed us to tell that story at a more granular level and to provide projections at a level of detail that we didn't feel would otherwise be available in a regular way IPO. With that, I'll turn it over to Brandon Van Buren from True Wind to talk through the transaction. Thanks, Tracy. First, I'd like to give a quick background on True Wind Capital. True Wind's a technology-focused investment firm with a long track record within the industry across both growth equity and private equity, investing in over 30 platform transactions with over $75 billion in total transaction value. As Adam mentioned earlier, Nebula Caravel is our second business combination following a successful transaction with Open Lending last summer. For investors wanting to participate in Rover today, prior to the business combination, you can do so through our SPAC vehicle under the ticker NEBC. Turning to the transaction overview. We've priced this deal at $1.35 billion enterprise value, which represents 6.7 x 2022 revenue. When adjusting for the structural long-term EBITDA margin profile for the business, that would imply an EBITDA multiple of 22.4 x, which we believe is a compelling discount relative to both the business quality and its peer set. A few other highlights to note. One, the vast majority of the equity raise here will be in the form of primary capital to invest in the future growth, which is atypical for most SPAC transactions. Two, True Wind's restructured 100% of its promote in the form of earn-out at $12, $14, and $16 a share to limit the day one friction of the overall deal and reduce purchase price for public markets investors. Three, additionally, True Wind, through its private equity fund, has committed to backstop $50 million of potential redemptions, if any, to increase the certainty of the proceeds to the company and provide the deal increased certainty so that public knows that the deal will close. Moving over to the valuation framework. The comparable set here is a fairly straightforward exercise, focusing on the leading consumer marketplaces with take rate business models and deep competitive moats driven by proprietary data assets and reinforcing defensible network effects. When you start looking through that set of peers, it's a pretty tight set, in our view, that meet that criteria. There's two comps in particular I'd highlight. One is Etsy. Etsy is a differentiated marketplace that has a unique supply akin to our unique fragmented supply that Aaron described before. Number two is Airbnb, which is another differentiated marketplace with a defensible moat, and it's also important it has the same COVID-related travel dynamics with near-term headwinds followed by long-term tailwinds. Regardless of whether you're focused on the revenue multiple or the EBITDA multiple adjusted for long-term margin profile, you can see that Rover's entry valuation is very compelling relative to peer set. With that, I'll hand it back to Aaron for some closing remarks. I thought it was useful to share some of what we're seeing in the business currently. For a Q4 comparison to what we're seeing in the first three months of Q1. The chart on the left is our bookings, and this looks at year-over-year, where the green line is versus last year, and the gray line is actually versus 2019. A couple things to highlight. It's definitely the case that as another wave of COVID hit during the holiday season, that there was increasing COVID cases and that put a little bit of pressure on the business. Nothing like what we saw in the initial wave of lockdowns last March, April. From January to February and the first half of March, there's been a very strong rebound in our bookings. From about 50% down year-over-year to less than 20% down year-over-year. If you look at the gross booking value, so inclusive of the actual dollar spent, not just the number of bookings, the acceleration is that much more clearly seen. Through just the first half of March, we're basically back to even year-over-year. The question might be, why is the gross bookings value accelerating so much more rapidly than the bookings piece, although both are accelerating? It turns out that one of people's responses due to COVID, and the uncertainty, is that people tended to have slightly shorter duration trips, and they tended to book more of those last minute. The shorter duration showed up in our average order value. As people are vaccinated and people feel confident of being able to travel in the coming months and later this year, we expect to continue to see a kind of a normalization of the type of trip and the trip duration, which will create some additional tailwinds with regards to our average order value. It's also worth calling out that if you look at the two year ago numbers, you see a very similar dynamic. As a reminder, our plan for full year 2021 has us coming just shy of 2019's gross bookings value number and a little bit over 2019 in terms of revenue due to slightly higher take rate and some ancillary revenue line items. The fact that we're only halfway through March and starting to pull close to 2019 is a very positive sign and gives us a very high degree of confidence in the full-year numbers. Just as a reminder before we open it up to questions, our mission is to make it possible for everyone to experience the unconditional love of pets. We're focused on solving the logistics issue of that. Rover is a category leader with incredible network effects and compelling unit economics. Run by an experienced management team competing in a space that's highly fragmented or greenfield. We're excited about the future. Ladies and gentlemen, if you have a question or a comment at this time, please press the star then the one key on your touchtone telephone. If your question has been answered or you wish to move yourself from the queue, please press the pound key. Our first question comes from Maria Ripps with Canaccord. Yes. Thank you for taking my questions, and thanks so much for the presentation. It's very helpful. One thing I wanted to ask you is, when you think about your marketing, what's the process of tailoring that to acquire supply versus acquire demand? Are there any markets where you feel like you may be supply-constrained at the moment? Thank you. It's a good question. The quick answer is we don't have to spend a lot of marketing on the supply side of the business. I think historically, it's in single-digit% of the total number, and sometimes it might be off completely. The vast majority of the supply side are just people who love animals, are excited to make some side income being with animals, and we're not really competing against other jobs. Let me give an example of that. Rover sitters can have a full-time job concurrently. They can work from home. They can be retired. Largely, our service provider corpus are not gig economy people. These aren't people that are kind of logging in on and off for a couple hours to make a quick buck, and are competing versus Uber or DoorDash or whatever. It's mainly people that this is a passion area, and they can still go about their life as they normally would. It'd obviously be really weird for someone to have a full-time job while concurrently driving an Uber. In our business, people can do this in addition to whatever else they're doing with their time. Answering the second part of the question, which is, hey, are you supply-constrained anywhere? We don't think we are anywhere right now. If you look at across service line, we have more than enough capacity. Some of that oversupply, which is strategic for us, is even clearer in some service lines. We want to be slightly oversupplied because by utilizing the data, it allows us to understand who are the best people, and we want to have capacity to send future business to just the best people. We want to be a little bit oversupplied. If the question is, hey, are there ever times where we wish we had more types of service providers for certain services in certain markets during certain times of year? Yeah. We might see that. For example, sitters may also travel for Thanksgiving, but historically, if we've seen that, it's typically limited to a handful of markets on just a couple days a year and just for the boarding service line. Again, we haven't ever seen it universal nationwide. We haven't ever seen it across all markets. We haven't seen it across all calendar periods. That's something that we've increasingly gotten better at managing over time. I hope that helps. Yeah, that's very helpful. Thank you so much. Maybe as a follow-up, who sets prices on the platform, and how much flexibility do providers have on that front? Secondly, how do you address service providers potentially leaving the platform and going directly to parents once they establish relationships? What are some sort of practices you deploy to keep some of your best providers on the platform? Thank you. Sure. In terms of pricing, our service providers set prices. I do think we have a minimum price by service threshold, and we do kind of have a default or recommended price by geography for new service providers. Service providers are 100% control over price and the details of what they want to offer, with those caveats that we do help with defaults. We might update people and let them know that they can set holiday pricing, things like that. The disintermediation strategy, kind of we covered in the presentation, but again, just to recap it quickly, the high level, there's two overall strategies. The first strategy is to provide a value proposition that goes beyond finding someone. If you're doing this part-time, you don't really want to take on the risk of a multi-thousand dollar vet bill to save several dollars in Rover's take rate on a per-night basis. Providing the financial backstop, providing the tools, providing the care instructions, providing the anonymized messaging, the 24/7 support, are all things that are only available if you transact through the platform, and that creates an enduring value proposition. The second strategy is data science. If we can understand those people that are really good at keeping business on platform, and we only send new business to them, then whatever level of disintermediation exists tends to get weeded out over time, as only the ones who aren't disintermediating kind of build a big book of business over time. Thank you. That is very helpful. Appreciate the call. Sure. Thank you for the question. Our next question comes from Tom White with D.A. Davidson. Great. Thank you, guys. Yes, thanks for doing this analyst day. A couple if I could, first is just on plans for marketing this year and in 2022. It makes sense that you guys want to invest into the recovery and travel and also capitalize on this big spike in new, but previously too busy pet owners, of which I am one, from the pandemic. Congrats, by the way. Thank you very much. Can you maybe just talk a little bit about marketing mix over the next couple of years, how you're thinking about ROI and payback period, and if there's any change in your view on that front that you're taking maybe here in the near term, given the dynamics of the recovery? I've got a couple of follow-ups. The absolute number of marketing dollars we expect to increase and is generally relatively proportional with new customer acquisition. I don't think we're planning any wholesale changes to our earn-back time frames. The one to two quarters on average is what we'll be looking to do. That may fluctuate a little bit as we experiment with new marketing channels, not materially so. We like our unit economics, we feel great about them. The conversion of the shadow market, where people use a Rover sitter instead of their neighbor, that plays out over time. You need to be careful about pushing too hard on the marginal customer acquisition in order to be a good steward of the company's enterprise value. We do expect it to increase over time, and obviously on a per-customer basis, we expect it to be materially higher than what we're operating at during the pandemic because we relied so heavily on organic customer acquisition during the pandemic. We generally expect it to be in line with the more recent pre-pandemic periods. Okay. Great. Maybe a follow-up on international. I was hoping maybe you just talk a little bit about the market backdrop in the markets where you're operating now. I guess I'm curious whether, I should probably have found this data myself at this point, but are you seeing similar trends of rising pet ownerships and rising per pet spend in some of those markets? Are Europeans as cuckoo about their pets as Americans increasingly are? Can you maybe give us a sense of what the total amount of investment spend or maybe drag on EBITDA you think might be coming from the international expansion that you're doing? Sure. First, it's worth noting we operate in 10 countries right now, U.S., Canada, and eight countries largely in Western Europe. I would say the European business is nascent. We just got around to migrating a small acquisitions technology stack to ours right before COVID hit. It was unfortunate timing. Our Canadian business is more mature, although less mature than the U.S. The Canadian business is about as big as all of Europe right now, so it's also a strong category leader. Europe, because the category is a little bit less developed, there are more competitive players bouncing around at small levels. Nothing that we view as a major problem for the long-term business opportunity to grow there. The more emotional question is are Europeans as crazy about their dogs as Americans are? I'm not 100% sure how to answer that other than say, I'm not sure anyone is as crazy about their pets as Americans. That may not be a data-based perspective. If you look at Europe, pet ownership is healthy in Europe, healthy in Canada. There's actually a really rich history of dog and cat obsession around the world. A lot of the breeds that are popular in the U.S. obviously were originally bred in Europe or Asia. There's still fundamentally those dynamics, and the global pet industry, if you exclude the U.S., grows at a really healthy clip. We expect there to be a sizable growing opportunity in rest of world and Western Europe, although I don't have at my disposal right now the kind of acceleration of adoption dynamics due to COVID yet. Okay. Great. Just last one. Thanks for the slide on the quarter to date trends. I think I missed the explanation of that delta between bookings and GBV, the recovery there in the first half of March. Can you just run through that again quickly for me? Sure. One of the consumer responses to COVID, because of the uncertainty, was when they did travel, would be to take shorter trips and last minute, think weekend getaways. As people feel confident either they've been vaccinated themselves or feel confident that a good chunk of the population will be vaccinated later, we're seeing that the average duration goes up. The average order value, if you think of GBV as roughly average order value times bookings, the average order value is starting to accelerate as people book longer trips. Got it. Makes sense. Thanks again. Yeah, sure. Sorry. Our next question comes from Ralph Schackart with William Blair. Hey Aaron, thanks for taking the questions. A couple if I could please. Just to get a better appreciation on sort of liability. When you do experience some claims, can you maybe just give a sense what those look like? How severe are they? Is there insurance around it? How it's remedied? So the first question. Then just on the take rate, I think you've kind of reset it, meaning that the newer supply coming on, you're taking a bigger portion. I I think you're charging the demand-side now. Just maybe some longer-term thoughts on take rate, with the strong word of mouth dynamics and your ability to maybe continue to use that as a financial lever going forward. Thank you. Sure. On the insurance piece, I don't know what we've disclosed. Tracy can put more in here. In general, we view that as a minor cost of doing business. Sometimes things happen. It's somewhat predictable as a percentage of net revenue and gross billings, and is a pretty small% of the overall service operation. That's not to say, on the things where unfortunate things happen, that you don't get an angry letter. In general, we kind of view it as a small% of our service operations cost. Tracy, is there any more context you want to add to that one? No, other than it's in our COGS. Even with that amount, it is a small amount, a small component of that amount. Not material enough to break out separately. Yeah. It may vary slightly just based on timing of when random stuff happens. Again, not swings enough to be material to the overall business, at least not in our experience historically. Thank you. You're next. Thank you. I think there was a second question there on take rate. Yeah. The take rate thing, I think we may have it in the appendix. On slide 50, you kind of have the historical view here. The dynamic is that we launched largely with a 15% take rate on the provider side. We did a couple experiments and revisions to that where the provider side was moved to a 20% and the pet parent side, or kind of what we call an demand-side fee went from 7%. Like it's added on almost like sales tax would on top of the transaction. We went from taking $15 out of every $100 to keeping $27 out of every $107, which is about 25.2%. With those changes, though, we kept existing owners and existing service providers on whatever legacy pricing scheme they had. As the business grows and as the mix of people on the old schemes versus the new schemes changes, we kind of slowly drift from that 15% to that 25.2%. We generally operate in the, I think the mid 23.4% right now. It's something about that. That continues to drift up as the mix of people on the old scheme versus the new scheme changes. With regards to the other question around, hey, is that a scenario that there may be more opportunity that you'll continue to experiment and test on? I mean, the answer is yes. We're pretty diligent about wanting to conduct tests before making big changes to pricing schemes. We do conduct those tests regularly, and they're continuing, even as we speak. Nothing to guide yet in terms of a commitment of what we expect that to be. What we can say, though, is that the take rate on the existing structure will continue to drift up towards that 25.2%. Just to clarify a little bit, that's the take rate on the gross booking value. There are differences between how that then translates into revenue, just due to the timing of when the revenue's recognized, any cancellations in there, customer incentives, et cetera. That is the gross take rate, that is all translated into revenue. Great. One more if I could. It looks like the projections on slide 29 contemplate a sort of a modest boost in take rate. I wasn't sure if that was perhaps coming out of COVID or if there was something else sort of driving that as well. Yeah, again, we'll continue to drift up on take rate without doing anything differently than we are today. The other thing, obviously during COVID, cancellations were abnormally high, particularly in late March to April timeframe. Cancellations stayed a little bit higher throughout the rest of the year than we would normally expect to. That's part of that dynamic. Great. Thank you both. Our next question comes from Ron Josey with JMP Securities. Great. Thanks for taking the question, Aaron. Thanks for the time, and Tracy as well. I wanted to ask about new products and services with the few that are rolling out, just understanding the process for how you do that. You mentioned in-home groomings testing in select markets, but then also potentially new verticals like adoption and training, also e-commerce. Can you just talk to us a little bit more about how you build the offering, how you attract maybe different service providers, and then just a rollout schedule would be one. Aaron, I think you mentioned talking about investing into the recovery in the back half of the year. Specifically, can you just talk about and how this might enhance your unit economic drivers? Just talk about the 2021 product roadmap for the core marketplace, any initiatives that we should be focused on. I think that would be pretty interesting. One follow-up, if I may. Sure. On the new product stuff, I will give a little bit of context. We, from a mission point of view, are most excited in those things that make the logistics of pet care easier. Being the 150th consumer brand of pet food probably doesn't change anyone's decision to have a pet. That's less exciting to us from a mission perspective. It still may be a good business, but our core is figuring out how to make it easy to be an awesome pet parent. That being said, our belief is also that there's a difference in marketplace businesses between those that purport to work and those that actually work. It's easy to slap up an app, slap up a website that looks similar to ours. It's more challenging to make it operate as effectively as ours. We don't feel a need to just go launch a bunch of stuff. We care a lot about getting the marketplace mechanics right. Are the conversion rates good? Is the repeat usage good? Is the Net Promoter Score good? What does long-term retention look like? Typically, when we test these things, we're looking for all those signals. Grooming is a good example. We expect to roll out grooming later this year nationwide. Grooming is something that we've actually had in those four markets for even prior to COVID. We actually decided to make some changes to how the marketplace operates to do a better job of what I think would be scaling long-term and long-term satisfaction. We're happy to take it slow to get it right, so to speak. I think in terms of what's most natural for us to look at, obviously, things that are marketplace-oriented, services-oriented are a little bit more in our existing wheelhouse. That being said, we have a blog that gets millions of users every month. One of the popular content is where Rover opines on pet products. We believe that we have some credibility within a subset of pet owners around our content or our expert voice as well. The services stuff is our sweet spot. At this point, other than grooming, we're not specifically announcing any new products. I'd say the stuff that we're interested in taking a look at is everything from adoption to some of the peripherals around vet care to dog training. Those are our sweet spots. We'll continue to test some things outside the service area as well. That's super helpful. I guess to the point on the investment and investing in the back half of, into the recovery, I should say, it would be towards these newer products or anything on the investment side? Yeah. We're definitely investing in getting grooming ready to roll out nationwide. We also have a chunk of investment that goes into continuing to improve our existing services. You get so much leverage in this business out of the repeat usage that we can continue to tweak algorithms, data science, how we structure things to remove friction and increase loyalty, and we'll continue to do that. Obviously, as a public company, you start to invest a little bit in other systems that are more compliant as well. We'll see some public company compliance costs in there as well. I think by the end of the year, we'll be doing some experimentations beyond grooming. Perfect. That's great. Then one last one. Sorry for the third one. Just on the 2021 trends and with March month-to-date looking so promising on a even year-over-year, but even versus 2019, is this broad-based across geographies or any insights on what's driving that? Is it just travel coming back and you're seeing it everywhere? Thank you. Sure. I will say it's broad-based across customer types. I would say we're seeing it across new and repeat. On the geographic breakout, it's definitely not limited in scope to just a certain region of the country, although we have seen some particularly high growth over the past nine months from areas that there's just less inherent risk in COVID. Medium density and lower density population areas have done on the relative sense better. Obviously the dynamics around business opening kind of restrictions due to public health reasons also kind of affect the geographies a little bit. I don't think we're prepared to kind of break that out and opine on, like a city-by-city basis. Got it. Thank you. Our next question comes from Brian Fitzgerald with Wells Fargo. Thanks, guys. Aaron and Tracy, this was maybe for you, and it dovetails in with Ron's last question, and that's on that cohort chart with the dotted lines that I think the way you phrased it, don't build in any acceleration or return to normal. Fast-forward a couple slides there, and you had the rebound and the spikes in both bookings and gross bookings. I guess my question is those dotted lines are nearer term. Are you seeing those ramp back up to equity with a normal black line cohort curve quicker? Just a kind of qualitative question on that one. Two more I had was just around can you tell us about your ability to hone or manage the quality of both sides of the bourse, both with the providers and both with the customers? Any tools or any qualitative facts about, hey, we've had to remove X number of providers because they didn't hit our high-quality benchmarks. I'd love to get some insights on that. Sure. On the first piece, you're right to point out that the assumptions in the financial plan are relatively conservative, in the sense that we're assuming gradual normalization. You're also right to point out that we're seeing a pretty material acceleration in the year to date. What I'd say is that the cohorts, one of the things that's interesting about Rover Group's business is when you look at the cohorts, it's still episodic. The cohorts kind of behave predictably in aggregate. An individual customer may only travel twice a year, once a year, four or five times a year. When you think about the denominator of those cohorts, the denominator is pretty big. You can have individuals start to come back on, but don't necessarily materially move the overall cohort, especially the cohorts across all nine and a half years of the business. I would say you're right to point out that there could be further upside in our financial plan to the degree that there is a stronger bounce back. Right now, I don't think we can comment on whether or not those cohorts have moved from within the financial model. I'd say we have increasingly high confidence in the financial model, and we always have high confidence, but to the degree it can go up, it has gone up. It's too early to tell whether or not that moves the entire cohort. Got it. Thanks, Aaron. The question on kind of managing the quality of both sides of the marketplace. Can you opine a bit on what you do to do that and quantify how you've done that in the past? Sure. Let's start on the supply side. There are some barriers to entry, like in addition to background check, a human profile gets reviewed, or sorry, a sitter profile or a service provider profile or dog walker profile gets reviewed, both via technology that may look at things like did they submit references, how about the photos. It gets reviewed by technology after they pass the background check and then also gets reviewed by a human. It's only a fraction of the people that set out to fill out a sitter profile or attempt to become a sitter that actually go all the way through the process. We're constantly looking at data to make assessments on appropriateness of continuing on the platform. Every time, if there's a trust and safety incident or a customer complaint that touches our teams involved, we analyze incidents and determine whether or not the participants should remain on the platform. If there are certain behavioral dynamics we see that make us think that it's a violation of community standards, we remove people from the platform. I mean, that's also true on the owner side. We remove owners from the platform as well. Behind the scenes, we also collect reviews on things such as animals on the platform, so that if we need to remove a dog for safety reasons, we can as well. Overall, I don't think we have ever released how many people are removing from the marketplace on a regular basis. What I will say, it's exactly that. It is a regular basis. Managing the quality of the marketplace and the safety of the participants, human and non-human, is incredibly important to us, and we view it as our obligation to take action for those that we believe are a risk to our community standards or the safety of our participants. It's a normal course of the business. It happens all the time. All the time doesn't mean it's like a large percentage of existing revenue or anything like that. Got it. Thanks. I'll step back in the queue. Thank you. Thank you. Our next question comes from Tom Champion with Piper Sandler. Hello. Thank you. Good morning out there on the West Coast. Just curious if you could talk a little bit more about the value of the data you've collected, and it sounds like you've done a lot of work to think about optimizing for matches between providers and owners, but I'm just curious if there are any other applications of the data or other uses of the data that you can apply to the marketplace or the business longer term. Maybe just a second one. A lot of my questions have been answered, but would you ever operate facilities? It strikes me that it sounds like one of the barriers is low customer awareness, and it sounds like a significant portion of revenue comes from overnight services. Would it ever make sense to operate overnight kennels, say? Just curious. Thank you. Sure. While we think many pet owners prefer an in-home environment, I don't think we're religious or dogmatic about that. On the high end of the market, there are doggy spas and doggy resorts that there's a chunk of the addressable audience that are really satisfied with. Additionally, in daycare, one of the reasons people use traditional daycare is specifically because they want their dog to be around a bunch of other dogs, so the dog can exercise and get its energy out. Environments in which there are a lot of other animals may not be a lot of pet owners' ideal time of loving overnight environment, but may be exactly their idea of what they want to do for their dog, be playing and romping around during the day. I think never say never. We're open to anything that we think furthers our business and furthers our mission, that's consistent with our values, and something we've thought about, but it's not something that I think near-term we're likely to pull the trigger on. Something that we'll take a look at over time as well. I do think that there are certain use cases where certain types of physical offerings can be great, but I think having a lower fixed cost structure where we don't have the capital requirements of having to do those build-outs has advanced our business now. That makes sense. Was there a second question there that I missed? I was just curious if you feel like you're harnessing the full extent of the data that you've collected. It sounds like you've done a lot of work to optimize for matching providers and pet parents, I guess. Whether or not there are further opportunities to apply the data set that you've collected over time. Yes. I think the answer to that is absolutely yes. The first thing I'll say, the data set is, since 98% of our providers are new to commercial services, like the customer satisfaction, the customer loyalty, the responsiveness, the dynamics of those service providers, is data that doesn't exist broadly out there. Because it's not like they have a business listing on Google. We do think that there's a lot of uniqueness to the data set. I think one of the things that you're implying to is, hey, given what we know about owners and their pets, are there applications to that? Yes, we collect vet information. We often collect feeding instructions. We often collect what type of food, what brand of food, what treats, allergies, sometimes medical needs. I think when you think about having that as a data asset on a large, seven- figure amount of pet-owning households, and that's rapidly increasing, we do think that there are opportunities more broadly making use of that data. Right now, we don't use it for our content for some of the ad revenue we get off content. One could imagine that there's everything from new product offerings to physical retail to advertising that that could eventually be useful for. We think it's valuable, and we think there are downstream opportunities at some point with that. Makes sense. Thank you. Sure. Our next question comes from Nick Backus with Raymond James. Hey, guys. Thanks for taking my question. Some of market, the 10% of pet owners that are currently using commercial pet services, as opposed to friends and family, what did that number look like five years ago or 10 years ago? Where do you think that number goes over time? Trying to understand just the implied growth rate for commercial services and how much of this is being driven by that growth or that penetration of people who are actually using commercial versus just growth in the number of pet owners. Well, I think when we calculated the number initially when we launched the business, it was single-digit%. That was excluding cats, I think, it was actually probably even smaller. Just to be totally honest, that data point defined as it's defined, I don't think we have a tracking number on that. There's a couple different ways to get at it. You can ask people, you can do a survey. You can try and back into it if you have travel nights, and you know the size of the existing commercial market. The estimates on the existing commercial market also vary pretty materially from source to source. I don't feel like there's a precise enough answer to trend that over time, other than saying that we estimate it to be single% when we started, and that excluded cats, so that may have been overstated. I guess if you had to directionally talk to it, where do you think that number, if you're using the 10% as the base, where do you think that number may go over time? That is a good question. Maybe the best I can do is that we think it can be a multiple ahead of where it is now, maybe multiple multiples. We do think that there will always be a group of people, either because their disposable income is very low or because their mother-in-law so loves sitting their dog, that are likely never to really participate in commercial. If you rewind the clock eight years ago, we would oftentimes eliminate a good chunk of geography from the addressability of that. Mentally, we would say, "Okay, well, man, can Rover ever really take hold in rural areas or medium-density areas? Maybe we should exclude that population as the potential addressable market." All of a sudden, we start getting bookings in Alaska and Guam and Hawaii and the U.S. Virgin Islands, and you're like, "Well, maybe that is addressable." I would say as more time goes by, our belief in how high that number can go has gone up and up and up. I don't think I'm prepared to zero in on it other than saying that we think it can be multiples higher than it is now. Tracy, is there anything you would like to add to that? No, I think that was good. We think about it more in terms of our penetration into households that have pets, and it's single- digit, like two and a half. We're assuming that it's going to still be single digits even a couple of years from now, but that's still a large amount of households to go after. Going from 2 million households today to mid-single-digit household penetration a couple of years from now, it's a very large market. Got it. That's helpful. Just another question on, you mentioned expanding partnerships as a growth opportunity in the presentation. Maybe just expand on that. Any existing partnerships that you can talk to today? I know, I think you guys did a partnership with Walmart fairly recently. What kind of opportunities are you looking for on that front? Yeah, I'd put that in the category of more of something that we feel convicted about that will make sense at some point, versus kind of, "Hey, we predict something is going to go online 4 months from now." The context is there's a lot of players out there that are big in pets. Think retail, that's Amazon, Chewy, Walmart, Target, PetSmart, Petco. They know that the modern pet parent or that the growth in the service side of the business is likely going to grow faster than physical product, and they want to be relevant. Similarly, there are partners that may think about things like daycare for human children and babysitting that would want a more robust offering. There are businesses that are looking for ways to continue to have an edge on employee acquisition and retention in terms of benefits. In a lot of markets now, Well, in some markets, there are more households with pets than there are households with children. We see that there's that category of things that either people wanting to be relevant in the services or want to broaden the services that they do have, and there just aren't many players to partner with on that front in the pet space that are primarily digital. We look at that as likely an inevitable opportunity, but not something that we think is going to materially move this year's numbers. Got it. Thanks very much. The next question comes from Seth Basham with Wedbush. Thank you. My question's on slide 22, the cohorts repeat bookings chart. It looks like the repeat booking rates declined for the 2018 and 2019 cohorts versus 2017. What might be driving that 2017 being the high water mark, so to speak? Just to kind of clarify, 2020 was actually trending above 2017, 2018, and 2019 before COVID hit. We don't think it was the high water mark. At least it wasn't until COVID. I think there's a couple things trending that caused that dynamic. We had shifted a variety of our investments into some non-core areas to experiment with on-demand. That investment kind of took attention and tech away from the core businesses. The ongoing investments that we normally apply to the core suffered during that period and largely resulted in healthy but not materially improving cohorts. There also may be a long-term dynamic attached to as we become more mass market. The people that we're likely to get in year 13, are they likely to be less frequent travelers than people we get in year 5? There could be a dynamic there. At this point, we're not super concerned about it. At least theoretically, the people that adopted pets during COVID may be more frequent travelers. Other than kind of starving investment in the core business while we experimented with some new marketplace constructs, and a slowdown in the kind of the mix shift towards daytime services, there isn't a great answer. Again, our churn rate was going up during that period. Again, 2020 was actually trending the best. It's too early to say, but we expect that our best cohorts are in front of us, not behind us. Okay. That's helpful. Thank you. When you think about that mix shift towards daytime services, where do you expect that to be in, say, three years? Daytime services went from 0% of our sales to 25%, I think, in about a year. That may not be the exact number, but it did this initial ramp really quickly, over the course of 12 months, 12 to 18 months. It slowed down a bit. I think our view is that dog walking customers are high LTV customers, and they're needed particularly in urban areas where people don't have yards, and they work long hours. We think that if you look more broadly at the U.S. population, there's a decent percentage of the population that live in rural areas, that live in places where there are yards, that live in homes where some of the household members are home full time. We think that people paying for commercial dog walkers in those environments is pretty highly unlikely. We actually think there's more category expansion possible in terms of the overall mass market in overnight than we do daytime services. Although we think that there's good LTVs and good customers to be had in daytime services. We don't expect the daytime services% to accelerate wildly, versus where it's at right now. There was that kind of really strong ramp from 0 to 25, and it's been relatively consistent, excluding some COVID impacts, through the last couple of years. Thank you. I will say, the one other piece where there could be a mix shift is obviously there are, on daytime services like dog walking and daycare, there's higher frequency customers. To the degree that you can retain business and have even more loyalty, that could have a higher impact on revenue because they're higher frequency. If we do a particularly good job of improving cohorts for, let's say, dog walking, that may shift the mix a little bit, not because we're acquiring more dog walking customers, but we've just been able to shift the repeat cohort curves more for them. I hope that helps. The mix dynamics are complicated, but there may be upside on the dog walking cohorts in particular. That's helpful. If I could just ask one more question around bookings. What's the average time in advance that somebody makes an overnight booking, and is there any visibility to future revenue at this point forward because of that dynamic? Sure. Just a reminder, the gross bookings value is based on the time the booking is made, but we won't recognize the revenue until it's earned. Pre-COVID, I think it's about 25 days on average, or maybe that's median, between when the stay occurs to someone's book. It turns out there's some wild distributions in there. There's definitely some last minute, and we've seen cases where people book a year in advance. Or close to it anyways. On average, about 25 days. During COVID, that came down. I want to say it shortened to a week, seven days, something like that. If the answer is because we can see the bookings come in for future periods, do we have some sense of what's going to be recognized revenue in future periods? The answer is yes. Again, the gross bookings in the current period is the reasonable predictor of that. Understood. Thank you very much. Sure. Our next question comes from Edward Yruma with KeyBanc Capital Markets. Hey, good afternoon, guys. Thanks for all the helpful information today. I guess first, more of a housekeeping question, but if something goes wrong when a pet sitter's in a home, are they insured by you? Like who assumes liability if something happens to the pet, unfortunately? Then as a follow-up, and sorry if I missed this earlier, what opportunity is there to increase services, particularly among cats? I get the dog walking opportunity and the dog sitting, but I know we're seeing some of the same growth dynamics behind cats. I guess how much runway do you still have there? Thanks. Sure. Liability stuff. We're a marketplace business. The service providers in Rover are independent contractors. They control their own definition of service and prices. We do backstop through the Rover Guarantee. The Rover Guarantee, which covers sitter liability, I think up to $2 million, and vet bills for the dog due to injury up to, I believe, $50,000, but we can confirm that. It's available on our website. We do financially backstop that. There was a question maybe 20 minutes ago about what is the materiality of that backstop. We roll it into COGS, and it happens, but it's not a super material thing to break out. I think one of the dynamics to understand about dogs versus, let's say, human children is, in general, dogs are legally, this may not always be true, but historically, dogs have been legally viewed as property. That kind of impacts potential liability. On the cat side. I should say also, the Rover Guarantee is backed up by an umbrella insurance policy that Rover has. On the cat side, the spend per dog is noticeably higher than the spend per cat. I think it's about 2 to 1 ratio. Tracy has corrected me that the sitter liability limit's up to $1 million. The spend per dog is about twice as high as the spend per cat. Anytime I kind of speak into generalities around pets you run the risk of upsetting someone. I'd say in general we expect there to be more need for grooming in the dog market than the cat market, although there are some cats that need grooming. We expect that things such as walking is more relevant for dogs. We do expect there to be more spend per dog than per cat. There's also a belief within some segments of the pet-owning population that cats are more capable of being on their own without human attention for periods of time. That's not universally believed. There are very strong opinions on that topic, but in general, we believe that that's how people think about it. We expect that the dollar opportunity is bigger with dogs. That being said, we were late to the cat game. We just started supporting cats as a pet type, I think, two years ago. Prior to that, it's a little embarrassing to admit, but the only way you could set up a cat in Rover was creating a dog and then assigning the breed type to cat, which is somewhat offensive to cat owners. We saw that the opportunity for cats was large and hadn't been enough of a focus for us, and so we support cats innately. It has boomed. A large percentage of the drop-in business is related to cats. That has been a great line of business for us, and we expect that to be growing faster probably than our overall average. The answer is, hey, is there a lot of upside with cats? Yes, less so that we're going to be adding more services, and more just that we think we're under-penetrated. Got it. Thanks for all the color. Sure. The next question comes from Lauren Schenk with Morgan Stanley. Great. Thanks. I wanted to ask about the past profitability and sort of the timeline or cadence of that. When do you expect your first quarter of EBITDA profitability? I think your forecasts imply about a 40% growth rate over the course of the next two years, but it sounds like you're going to be investing in marketing and tech ahead of the demand or ahead of recovery. Is it just scale that bridges the gap after that, or are there any other initiatives or changes internally? I have one other follow-up. Tracy, do you want to take that one? Yep. I'll take that. In terms of 2021, we expect that we will turn EBITDA profitable later in the year. That going forward into 2022 and beyond, that we will be Adjusted EBITDA profitable on an ongoing basis despite the investments that we're making in returning some marketing investment and the tech and product investments. If you look at our margin in the projection, EBITDA margin in the projections in the deck, which I believe is slide 29, you'll see that for 2022, we're projecting Adjusted EBITDA of $35 million and 17% Adjusted EBITDA margin. Okay. Great. Longer term, over 30%. Yep. Okay, great. My follow-up was just when pet parents do churn off in year one, what are some of the most commonly cited reasons? How do you prevent the best service providers from going off platform? Again, on the strategy for the keeping people on the platform we talked about in the presentation, but again, it's having a value proposition that goes beyond finding someone, including providing a platform that facilitates care delivery, and it's using data to identify loyal people and send them more business, which plays out over many years. That is the strategy. The second thing I want to say on that is, again 98% of our providers are new to commercial services. It's definitely possible that someone says, "I'm doing this pet care thing and want to go full time and make it my livelihood." That's more likely with people that are doing walking and drop-ins, which is again, a minority of our business, because you can scale and service more customers in a day that way. It's less common for overnight and boarding in particular, which is our largest service line. These are people that are mostly side income, maybe gainfully employed or retired outside of Rover. The need to think about it in terms of a margin for their business isn't really how they think about it. Although I do think that that would be inherently riskier if the bulk of our providers were people that viewed Rover as a marketing channel, and that's just not the bulk of them. I think there was a first question that I may not have written down. Yeah, just when you do see pet parents churn in year one, I don't know if you collect the data, but what are some of the most commonly cited reasons? Sure. When we've looked at that, there's always some possibility that there is some level of people going off-platform. The most common reasons that we think is related to their needs and their position of Rover as a primary versus alternative. Some people have multi-person households, so think a couple and children, and their need for Rover may only come up when the entire household leaves the house at the same time. Think summer family vacation. There are people that we may not see again for 13 months, 14 months, maybe they do a big family trip every two years. They're two years down the road. You get into a little bit of a weird definitional gray area in terms of is that churned, is that not churned because of that the inherent nature of travel is episodic, and then there's a difference between leisure travel, where people tend to travel with their family, and business travel, where they tend not to. The other dynamic is there are people that have established relationships with friends, family, neighbors, and it's possible that Rover is their good alternative, but if their neighbor that's absolutely in love with their dog is available, they may continue to make use of that as another form of pet care in the interim period. We have periodically surveyed this. There's also the possibility that someone's dissatisfied with their stay, but as a% of stays, that's a relatively really tiny fraction. Those other areas we think are the bulk of the issue. Is that helpful? Great. Thank you so much. There are no further questions on the phone lines. I'd like to turn the call back over to Brynley for web questions. Hi, everyone. Thank you for continuing to join us here. We're moving now to questions submitted via online. Our first question comes from Steph Wissink. Can you talk about how you're partnering with travel companies from a marketing customer acquisition perspective? Related, what travel data sources are you closely monitoring to give you a sense of when travel bookings inflect? I have the travel data we're monitoring and how are we partnering with travel companies. I think we see handling the partnering with travel companies. First, let me describe the opportunity. We're a travel-adjacent business, so obviously we think there are great opportunities to partner with travel companies. That being said, what to do with your pet when you travel tends not to be the primary adjacency that travel companies are interested in. After flight, there's hotels, there's rental cars, there's booking tickets for shows in the city you're traveling to, or tours or local destination activities. A lot of those things are geared, travel companies are aligned to and gearing those offerings to the places where you travel. If you're taking a flight to San Francisco, maybe you need a rental car in San Francisco, maybe you need a hotel in San Francisco, maybe you want to see a show in San Francisco. We're kind of geared towards the market that you're leaving. We're excited about the opportunities over the long term, but we haven't been the highest priority, I think, adjacency for some of the large travel companies to date. We're optimistic around that potentially changing at some point. I'd be remiss to mention, though, we do have partnerships with travel companies already today. We have some partnerships with airlines. Airlines for a variety of reasons want to care for their customers, but they, in a lot of cases, might actually prefer for their customers to leave their cat or dog at home or with a Rover sitter instead of taking them on a flight. Some airlines have changed their policies with regards to emotional support animals or companion animals on flights. We have partnered with them to be an alternative versus taking a dog on a flight or taking a cat on a flight. We expect to do that, and some of the changes in policies may accelerate those partnerships. Early enough into the travel rebound, given the recent changes in policies to assess how material that would be. With regards to the travel data, we probably look at all the same data that the analysts look at or that you look at. We look at the TSA checkpoints. We look at the revenue numbers and the booking numbers for like Expedia Group and Booking Holdings. We look at the attitudinal research. There's a travel recovery index that's being put out by a third party. In the U.S., there are some businesses that estimate company sales via sample credit or debit card data. If you have access to that, you can take a look at the actual sales numbers for those businesses. We generally look at all that. Obviously, Airbnb is now public, so you can get a sense there. They have some dynamics that's different than the rest of the travel industry. Those are some of the indicators we look at. Thank you, Aaron. Our next set of questions comes from Ashim Mehra from Baron Capital. What is your NPS score and how has it varied? Sure. Let me see if I have handy the NPS score. Brent, are you still on the phone? I am. I can pick this one up. Okay. Hi, Ashim. We collect NPS weekly. Right now it ranges between 65-80, 75-90 on the owner side, 55-75 on the care provider side. It is worth mentioning that it has not really changed. Those ranges have been pretty steady and pretty flat, at least for the last three years. It is also worth mentioning that in terms of the way we collect that, it is active owners and sitters. We do not include prospects or formers in that number. Thank you, Brent. How much operating expenses did you take out in dollars, and how much was it fixed versus variable? Yep, I can take this one. If you were to look at our fourth quarter annualized all-in operating expenses, it was right around $150 million annualized. If you were to look at our third quarter of 2020, annualized expenses are more like $75 million. Again, we cut out almost half of the OpEx. Of that amount, about 20% was variable COGS and variable service costs. About half of it was variable marketing, discretionary marketing spend, and about 30% of it was fixed cost related across the organization. Great. Thank you, Tracy. How much of the stay business is levered to international travel versus domestic travel, to the best of your knowledge? I don't know if we have that data offhand. I'd say we would generally expect that the international flights, and I think we've seen that, tend to be our international trips can be a little bit longer duration, whereas the kind of two-to-three-day trips are less likely to be international. I don't know if we've ever broken that out in terms of what percentage of the revenue. I'd say within the U.S., our assumption is the bulk of that is domestic travel, just because of the size of the country. Within Europe, we would expect that% to be higher, as a higher percentage of leisure travel is outside of the home country. Thank you. What is the right share count inclusive of all warrants and performance-based warrants? Sure. You need to make a share price assumption to get to the right share count. On deal close, it'll be about 163 million shares outstanding. If you were to project a $16 share price, at which point all of the earn-out shares are triggered, inclusive of the net exercise of the warrants, the fully diluted share count would be right around 194 million, I believe. Thank you. Our next question comes from Kunal Madhukar from Deutsche Bank. A couple questions. One on the potential for advertising, especially from brands within the pet care space. Have you explored the opportunity? Two, on the expansion in Europe, you mentioned you acquired that just before COVID and there is some competition. As you look at the opportunity and the capital you have post the transaction, how are you thinking about M&A to drive further growth? On the second question first. We don't have any M&A targets lined up right now, otherwise we would disclose that. We do think that M&A makes sense. I'd say in Europe, we've done some M&A in the past. We acquired a company called DogVacay out of L.A. in the U.S. We acquired DogBuddy out of the U.K., which had a London and Barcelona office. It's something that we continue to look at. We're open to, and we think that the additional cash on our balance sheet will give us flexibility to do that. I would say, with regards to Europe, I don't think we think M&A is a required strategy. It may be a helpful strategy. Most of the other players in Europe are pretty small scale that we think there's an opportunity to differentiate ourselves through the tech platform and the data usage. There may be opportunities to further our strategic objectives by looking at selectively. Thank you. Our final question, just as a follow-up on the NPS score. Why is the NPS score with providers so much lower than the pet owners? I should pick that one up. This is Brent again. Thanks for the follow-up. 5-10 points, from my perspective in a number that can be negative, is somewhat lower, but I would take some issue with the characterization of so much lower. I would say the number one reason for our care providers not to score us higher from an NPS standpoint is they would like more business, and that is one that obviously we have huge organizational incentive to address, but one that we think will be with us at some level for some time. Thank you, Brent. At this point, we're out of time. We're going to turn it back over to Aaron Easterly for closing remarks. Go ahead, Aaron. Well, thank you everyone for the time today. We appreciate the interest in our business. Rover is a business that we've always thought was going to be a public company and is a very long-term bet on the humanization of pets and the evolving emotional relationships with our animals. Rover is a unique business that benefits from not only a travel rebound, but the acceleration of pet adoptions during COVID, as well as benefiting from the inherent secular tailwinds that have existed in our business from day one. We are a category leader with a strong team and a thoughtful approach to our investments and our unit economics, and we look forward to having a long-term relationship with you all. Thank you.