Pet Humanization and Premiumization Driving Spend
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Trademarks
Rover and NCAC own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third
parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with Rover or NCAC, or an endorsement or
sponsorship by or of Rover or NCAC. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, ® or symbols, but such references are not intended to indicate, in any way, that
Rover or NCAC will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights.
Use of Projections
The projections, estimates and targets in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Rover and NCAC's control. Such projections,
estimates and targets are included for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. While all projections, estimates and targets are necessarily speculative, Rover and NCAC believe that the preparation of
prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently
uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such projections, estimates and targets. The inclusion of projections,
estimates and targets in this presentation should not be regarded as an indication Rover and NCAC, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events. The independent auditors of
NCAC and of Rover did not audit, review, compile or perform any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect
thereto for the purpose of this presentation.
Financial Information; Non-GAAP Financial Measures
The financial information and data for the year ended December 31, 2020 are unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement or
registration statement to be filed by NCAC or Rover with the SEC. Some of the financial information and data contained in this presentation, such as Adjusted EBITDA and Adjusted EBITDA margin, have not been prepared in accordance with United States generally accepted
accounting principles ("GAAP"). Adjusted EBITDA is defined as net loss adjusted for interest and taxes, depreciation and amortization, other income or expenses, stock-based compensation, restructuring costs, and M&A integration costs. Adjusted EBITDA margin is defined
as Adjusted EBITDA divided by revenue. Adjusted EBITDA has been included in this presentation because it is a key measure used by Rover management and board of directors to evaluate its operating performance, generate future operating plans and make strategic
decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of equity-based compensation
and M&A expenses, excludes items that Rover does not consider to be indicative of its core operating performance. Accordingly, Rover and NCAC believe that the use of these non-GAAP financial measures provide useful information to investors and others in understanding
and evaluating Rover's operating results in the same manner as its management and board of directors. Non-GAAP financial measures have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results as
reported under GAAP. For example other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Rover's non-GAAP measures may not be directly comparable to similarly titled measures
of other companies. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Rover's financial statements. In addition, they are subject to inherent limitations as they
reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in
connection with GAAP results.
A reconciliation of the non-GAAP financial measures to the corresponding GAAP measures is included in the supplemental materials at the end of the presentation. A reconciliation forward-looking non-GAAP financial measures has not been provided because the various
reconciling items are difficult to predict and subject to constant change.
Important Information for Investors and Stockholders
NCAC and Rover and their respective directors and executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of NCAC stockholders in connection with the Potential Business
Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Potential Business Combination of NCAC's directors and officers in NCAC's filings with the SEC, including NCAC's registration statement on Form S-1,
which was originally filed with the SEC on September 4, 2020. To the extent that holdings of NCAC's securities have changed from the amounts reported in NCAC's registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to NCAC's stockholders in connection with the Potential Business Combination will be set forth in the proxy
statement/prospectus on Form S-4 for the Potential Business Combination, which is expected to be filed by NCAC with the SEC.
This presentation is not a substitute for the registration statement or for any other document that NCAC may file with the SEC in connection with the Potential Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by NCAC through the website maintained
by the SEC at http://www.sec.gov.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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