Wag! Group Co. (the "Company” or “Wag!”; Nasdaq: PET), which
strives to be the #1 platform for busy pet parents, offering
on-demand access to 5-star pet care, pet insurance options, and
expert pet advice, today reported results for its third quarter,
which ended on September 30, 2022.
“Wag! generated record financial performance in the third
quarter, which is a testament to the resiliency and diversification
of our business model within the non-discretionary pet care
industry. Our trusted platform is transforming the pet health and
wellness space, as we simplify access to premium services for all
pet owners,” said Garrett Smallwood, CEO and Chairman of Wag!.
“The healthy fundamentals underpinning our growth and platform
expansion positions us well for Q4 and beyond. Given the underlying
strength in our core business and the momentum we’re seeing in the
wellness category, we are increasing our 2022 outlook for revenue
and Adjusted EBITDA guidance. We will continue to be disciplined
operators and remain hyper-focused on managing growth, margin, and
profit, all working towards delivering long term shareholder
value,” concluded Smallwood.
Third Quarter 2022
Highlights:
- Revenue increased 161%
to $15.4 million, compared to $5.9 million in the third quarter of
2021.
- Net loss of $(40.9)
million, inclusive of one-time transaction costs of
$39.5 million, compared to net income of $1.6 million in the
third quarter of 2021, inclusive of one-time PPP loan forgiveness.
Net loss excluding these one-time items improved to $(1.4) million,
compared to $(1.9) million in the third quarter of 2021.
- Adjusted EBITDA
improved to $(0.5) million, compared to $(2.6) million in the third
quarter 2021.
- Gross Bookings
increased 85% to $25.3 million, compared to $13.7 million in the
third quarter of 2021.
Recent Business
Highlights:
- Increased active Pet Parent Wag!
Premium penetration to 53% in the third quarter of 2022, which
surpassed the 50% long-term target we set at the launch of the
program.
- Reached a total of 473,000 Platform
Participants in Q3’22, an increase of 22% from Q2'22.
- Released Wag! Neighborhood Network in
November 2022, which enables Pet Parents to not only filter across
more than 21 unique specialties but also discover a great local Pet
Caregiver right in their neighborhood. Demonstrates commitment to
the strategy element of accelerating growth in existing markets
through a best in class experience.
- Launched 30 minute drop-ins nationwide.
We now have a full suite of 20-, 30-, and 60- minute drop-ins to
complement our walking products. These drop-ins are particularly
popular with puppies, older dogs, cats, and during days of
inclement weather.
- Launched partnership with Babylist, the
leading vertical marketplace and commerce destination for expectant
parents, to better the experience for pets and their expectant
families.
- Innovated the Pet Caregiver and Pet
Parent experience — including launching the Premium Benefits Center
to offer exclusive discounts on pet care products, debuting
multi-day rebooking functionality, and improving the browse and
book experience.
- Closed acquisition of Furmacy, Inc. in
October 2022.
Full-Year 2022 Guidance
Wag! is raising its guidance for the year ending December 31,
2022, as previously presented in its Second Quarter 2022 Earnings
Release and Investor Presentation available at
investors.wag.co/news-events/overview:
For the full-year of 2022, we now expect:
- Revenue in the range
of $51 million to $52 million, a 7% improvement versus our prior
forecast at the midpoint of the range.
- Adjusted EBITDA loss
in the range of $5 million to $6 million, a 39% improvement versus
our prior forecast at the midpoint of the range.
Our financial guidance includes the following assumptions:
- A continued trend in return-to-office,
as measured by the Kastle back-to-work barometer.
- A normalized travel season.
- Continued acceleration in wellness and
stickiness in Wag! Premium as a result of marketing
efficiency.
Wag’s Third Quarter Results Conference Call
Wag! will host a conference call and live webcast today,
November 10, 2022, at 4:30 p.m. ET to discuss financial results. To
access the live conference call, please pre-register here.
Registrants will receive a confirmation with dial-in instructions.
A live webcast of the call can be accessed by using this link.
Following the live call, an archived webcast of the conference will
be available on the investor relations page of the Company’s
website at investors.wag.co/.
Wag! also provides announcements regarding financial performance
and other matters, including SEC filings, investor events, press
and earnings releases, on our investor relations website
(investors.wag.co/), and/or social media outlets, as a means of
disclosing material information and complying with disclosure
obligations under Regulation FD. The list of social media channels
that Wag! uses may be updated on the investor relations website
from time to time. In addition, you may automatically receive email
alerts and other information about Wag! when you enroll your email
address by visiting the “Email Alerts” section at
(investors.wag.co/ir-resources/email-alerts).
About Wag! – Wag.co
Wag! strives to be the #1 platform for busy pet parents,
offering access to 5-star dog walking, pet sitting, expert pet
advice, wellness plans, and one-on-one training from Wag!’s
community of 400,000 local pet caregivers nationwide, in addition
to pet insurance options from the leading pet insurance companies.
Making pet parents happy is what Wag! does best. With safety and
wellness at the forefront, Wag! has a trusted record of experience
with more than 12 million pet care services completed by pet
caregivers on the Wag! Platform, across 5,300 cities and 50 states,
with pet parents rating 96% of services as 5-star. Wag! also
operates Petted.com, the nation's largest pet insurance comparison
marketplace, Furmacy.com, a local pharmacy which supports busy
veterinary clinics, and the Wag! Pet Caregiver App, which empowers
pet caregivers to care for pets in their neighborhood and earn real
money. For more information, visit wag.co.
Non-GAAP Financial Measures and Other Operating
Metrics
Adjusted EBITDA is a non-GAAP financial measure defined as net
income (loss) adjusted for (benefit from) income taxes, interest
income (expense), depreciation and amortization, transaction costs
and stock-based compensation expense. Additionally, we exclude the
impact certain non-recurring items which are not indicative of our
operating performance, including but not limited to, business
combination transaction costs and PPP Loan Forgiveness. Adjusted
EBITDA provides a basis for comparison of our business operations
between current, past, and future periods by excluding items from
net income (loss) that we do not believe are indicative of our core
operating performance.
Gross bookings is a non-GAAP financial measure defined as the
total dollar value of a transaction booked via the platform for pet
and wellness services, in each case without any adjustment for
discounts or refunds, Pet Caregiver earnings and Pet Parent
incentives. Bookings are an indication of the scale of our current
platform, which ultimately impacts revenue.
Take rate is a non-GAAP financial measure calculated as revenue
divided by gross bookings. Take Rate is an indication of
marketplace economics, and is impacted by product offerings with
different margin structures. We use take rate to identify key
revenue drivers in our marketplace.
Platform Participant is a non-GAAP financial measure defined as
a Pet Parent or Pet Caregiver who transacted on the Wag! platform
for a service in the quarter. Services include dog walking,
sitting, boarding, drop-ins, training, premium telehealth services,
wellness plans, and pet insurance plan comparison.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Some of the forward-looking statements can be identified
by the use of forward-looking words. Statements that are not
historical in nature, including the words “anticipate,” “expect,”
“suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,”
“projects,” “should,” “could,” “would,” “may,” “will,” “forecast”
and other similar expressions are intended to identify
forward-looking statements. These statements include those related
to the Company’s ability to further develop and advance its pet
service offerings and achieve scale; ability to attract personnel;
market opportunity, anticipated growth, and future financial
performance, including management’s financial outlook for the
future. Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: management’s financial
outlook for the future; market adoption of the Company’s pet
service offerings and solutions; the ability of the Company to
protect its intellectual property; changes in the competitive
industries in which the Company operates; changes in laws and
regulations affecting the Company’s business; the Company’s ability
to implement its business plans, forecasts and other expectations,
and identify and realize additional partnerships and opportunities;
and the risk of downturns in the market and the technology
industry. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in the “Risk Factors” section of the
Company’s Registration Statement on Form S-1 filed on September 14,
2022, as amended on October 31, 2022, and other documents filed, or
to be filed, by the Company from time to time with the Securities
and Exchange Commission, including our Quarterly Report on Form
10-Q for the quarter ended September 30, 2022. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and the Company assumes no obligation and does not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. The Company does not
give any assurance that it will achieve its expectations.
Contacts Media:
Wag!: Media@wagwalking.com
Investor Relations:
Wag!: IR@wagwalking.com
ICR for Wag!: WagIR@icrinc.com
Financial Statements and Adjusted
Reconciliations
Wag! Group Co.(f/k/a CHW Acquisition
Corporation) |
|
Condensed Consolidated Balance Sheets(in
thousands, except for share amounts and per share
data) |
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
|
(Unaudited) |
|
|
Assets |
|
|
|
Current
assets: |
|
|
|
Cash and cash equivalents |
$ |
28,024 |
|
|
$ |
2,845 |
|
Restricted cash |
|
24,719 |
|
|
|
— |
|
Short-term investments available for sale |
|
— |
|
|
|
2,554 |
|
Accounts receivable, net |
|
6,336 |
|
|
|
2,638 |
|
Prepaid expenses and other current assets |
|
3,554 |
|
|
|
3,043 |
|
Deferred offering costs |
|
— |
|
|
|
930 |
|
Total current
assets |
$ |
62,633 |
|
|
$ |
12,010 |
|
Property and equipment, net |
|
67 |
|
|
|
90 |
|
Operating lease, right of use assets, net |
|
263 |
|
|
|
— |
|
Intangible assets, net |
|
2,517 |
|
|
|
2,888 |
|
Goodwill |
|
1,427 |
|
|
|
1,427 |
|
Other assets |
|
78 |
|
|
|
47 |
|
Total
assets |
$ |
66,985 |
|
|
$ |
16,462 |
|
Liabilities, mezzanine
equity and stockholders’ equity |
|
|
|
Current
liabilities: |
|
|
|
Accounts payable |
$ |
4,961 |
|
|
$ |
2,299 |
|
Accrued expenses and other current liabilities |
|
5,556 |
|
|
|
4,601 |
|
Deferred revenue |
|
2,186 |
|
|
|
1,888 |
|
Deferred purchase consideration – current portion |
|
750 |
|
|
|
750 |
|
Operating lease liabilities |
|
313 |
|
|
|
— |
|
Notes Payable – current portion |
|
1,169 |
|
|
|
442 |
|
Forward share purchase agreements derivative liability |
|
19,668 |
|
|
|
— |
|
Total current
liabilities |
|
34,603 |
|
|
|
9,980 |
|
Loan – non-current portion, net of debt discount of
$7.8 million |
|
24,494 |
|
|
|
1,200 |
|
Deferred purchase consideration – non-current portion |
|
651 |
|
|
|
1,130 |
|
Total
liabilities |
$ |
59,748 |
|
|
$ |
12,310 |
|
Commitments and contingencies
(Note 8) |
|
|
|
Mezzanine
equity: |
|
|
|
Redeemable convertible preferred stock par value $0.0001, 1,000,000
shares and 24,545,386 shares authorized and nil and 23,858,824
shares issued and outstanding as of September 30, 2022 and December
31, 2021, respectively; aggregate liquidation preference of $67,417
as of December 31, 2021 |
|
— |
|
|
|
110,265 |
|
Total mezzanine equity |
$ |
— |
|
|
$ |
110,265 |
|
Stockholders’
deficit: |
|
|
|
Common stock, $0.0001 par value, 110,000,000 and 43,763,126 shares
authorized, 38,095,337 and 6,121,253 outstanding at
September 30, 2022 and December 31, 2021,
respectively |
$ |
4 |
|
|
$ |
1 |
|
Additional paid-in capital |
|
161,454 |
|
|
|
3,736 |
|
Accumulated deficit |
|
(154,221 |
) |
|
|
(109,850 |
) |
Total stockholders’
equity (deficit) |
|
7,237 |
|
|
|
(106,113 |
) |
Total liabilities,
mezzanine equity and stockholders’ deficit |
$ |
66,985 |
|
|
$ |
16,462 |
|
Wag! Group Co.(f/k/a CHW Acquisition
Corporation) |
|
Condensed Consolidated Statements of
Operations(Unaudited) |
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
2022 |
|
|
|
2021 |
|
|
2022 |
|
|
|
2021 |
|
Revenues |
|
$ |
15,379 |
|
|
$ |
5,880 |
|
$ |
37,829 |
|
|
$ |
12,036 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
Cost of revenues (exclusive of depreciation and amortization shown
separately below) |
|
|
1,021 |
|
|
|
861 |
|
|
3,027 |
|
|
|
1,934 |
|
Platform operations and support |
|
|
5,641 |
|
|
|
2,508 |
|
|
11,035 |
|
|
|
7,768 |
|
Sales and marketing |
|
|
11,290 |
|
|
|
3,151 |
|
|
24,656 |
|
|
|
4,991 |
|
General and administrative |
|
|
23,781 |
|
|
|
1,972 |
|
|
28,546 |
|
|
|
4,968 |
|
Depreciation and amortization |
|
|
134 |
|
|
|
122 |
|
|
431 |
|
|
|
232 |
|
Total costs and
expenses |
|
|
41,867 |
|
|
|
8,614 |
|
|
67,695 |
|
|
|
19,893 |
|
Change in fair value of derivative liability |
|
|
(13,708 |
) |
|
|
— |
|
|
(13,708 |
) |
|
|
— |
|
Gain on forgiveness of PPP loan |
|
|
— |
|
|
|
3,482 |
|
|
— |
|
|
|
3,482 |
|
Interest (expense) income, net |
|
|
(735 |
) |
|
|
9 |
|
|
(784 |
) |
|
|
(5 |
) |
Income (loss) before
income taxes |
|
|
(40,931 |
) |
|
|
757 |
|
|
(44,358 |
) |
|
|
(4,380 |
) |
Income tax benefit (expense) |
|
|
— |
|
|
|
797 |
|
|
(13 |
) |
|
|
793 |
|
Net income
(loss) |
|
$ |
(40,931 |
) |
|
$ |
1,554 |
|
$ |
(44,371 |
) |
|
$ |
(3,587 |
) |
Net earnings (loss)
per share |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(1.67 |
) |
|
$ |
0.26 |
|
$ |
(3.60 |
) |
|
$ |
(0.64 |
) |
Diluted |
|
$ |
(1.67 |
) |
|
$ |
0.04 |
|
$ |
(3.60 |
) |
|
$ |
(0.64 |
) |
Weighted average common shares outstanding (basic) |
|
|
24,534,325 |
|
|
|
5,885,755 |
|
|
12,322,230 |
|
|
|
5,616,077 |
|
Weighted average common shares outstanding and dilutive potential
common shares (diluted) |
|
|
24,534,325 |
|
|
|
37,473,059 |
|
|
12,322,230 |
|
|
|
5,616,077 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wag! Group Co.(f/k/a CHW Acquisition
Corporation) |
|
Unaudited Condensed Consolidated Statement of Cash
Flows(in
thousands)(Unaudited) |
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2022 |
|
|
|
2021 |
|
Cash flows from
operating activities |
|
|
|
|
Net loss |
|
$ |
(44,371 |
) |
|
$ |
(3,587 |
) |
Adjustments to
reconcile net loss to net cash used in operating
activities: |
|
|
|
|
Stock-based compensation |
|
|
24,016 |
|
|
|
182 |
|
Loss on disposal of property and equipment |
|
|
— |
|
|
|
14 |
|
Gain on PPP loan forgiveness |
|
|
— |
|
|
|
(3,482 |
) |
Amortization (accretion) from investments and financing
arrangements |
|
|
141 |
|
|
|
— |
|
Provision for deferred taxes |
|
|
— |
|
|
|
(792 |
) |
Depreciation and amortization |
|
|
431 |
|
|
|
232 |
|
Issuance of Community Shares to Pet Caregivers |
|
|
1,971 |
|
|
|
— |
|
Noncash interest – deferred purchase consideration |
|
|
83 |
|
|
|
— |
|
Noncash change in fair value of derivatives |
|
|
13,708 |
|
|
|
— |
|
Changes in operating
assets and liabilities: |
|
|
|
|
Accounts receivable |
|
|
(3,698 |
) |
|
|
(1,866 |
) |
Prepaid expenses and other current assets |
|
|
(512 |
) |
|
|
(687 |
) |
Other assets |
|
|
— |
|
|
|
879 |
|
Accounts payable |
|
|
2,662 |
|
|
|
(233 |
) |
Operating lease liabilities |
|
|
19 |
|
|
|
— |
|
Accrued expenses and other current liabilities |
|
|
1,674 |
|
|
|
(897 |
) |
Deferred revenue |
|
|
298 |
|
|
|
35 |
|
Other non-current liabilities |
|
|
— |
|
|
|
(148 |
) |
Net cash used in operating activities |
|
|
(3,578 |
) |
|
|
(10,350 |
) |
Cash flows from
investing activities |
|
|
|
|
Purchases of short-term investments |
|
|
— |
|
|
|
(15,618 |
) |
Proceeds from sale and maturity of short-term investments |
|
|
2,550 |
|
|
|
22,083 |
|
Payment of deferred purchase consideration |
|
|
(562 |
) |
|
|
(1,509 |
) |
Purchase of property and equipment |
|
|
(36 |
) |
|
|
— |
|
Net cash provided by investing activities |
|
|
1,952 |
|
|
|
4,956 |
|
Cash flows from
financing activities |
|
|
|
|
Proceeds from exercises of stock options |
|
|
— |
|
|
|
2 |
|
Payments on PPP loan |
|
|
(331 |
) |
|
|
— |
|
Proceeds from Blue Torch Financing Agreement |
|
|
29,445 |
|
|
|
— |
|
Proceeds from the issuance of Series P preferred stock, net of
issuance costs |
|
|
10,925 |
|
|
|
— |
|
Proceeds from Business Combination with CHW, net of transaction
costs |
|
|
11,485 |
|
|
|
— |
|
Net cash provided by financing activities |
|
|
51,524 |
|
|
|
2 |
|
Net change in cash, cash equivalents, and restricted cash |
|
|
49,898 |
|
|
|
(5,392 |
) |
Cash, cash equivalents and restricted cash at beginning of
period |
|
|
2,845 |
|
|
|
7,065 |
|
Cash, cash equivalents and restricted cash at end of
period |
|
$ |
52,743 |
|
|
$ |
1,673 |
|
Supplemental
disclosures of cash flow information: |
|
|
|
|
Cash paid during the year for interest |
|
|
(784 |
) |
|
|
— |
|
Cash paid during the year for income taxes |
|
|
14 |
|
|
|
— |
|
Shares issued upon acquisition |
|
|
— |
|
|
|
166 |
|
Non-cash financing transactions: |
|
|
|
|
Forward share purchase agreements |
|
|
5,242 |
|
|
|
— |
|
Conversion of preferred shares to common stock |
|
|
(121,188 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Wag! Group Co.(f/k/a CHW Acquisition
Corporation) |
|
Adjusted
EBITDAReconciliation(in
thousands)(Unaudited) |
|
|
|
|
|
Three Months EndedSeptember
30, |
|
Nine Months EndedSeptember
30, |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Revenues |
$ |
15,379 |
|
|
$ |
5,880 |
|
|
$ |
37,829 |
|
|
$ |
12,036 |
|
Adjusted EBITDA
reconciliation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss) |
|
(40,931 |
) |
|
|
1,554 |
|
|
|
(44,371 |
) |
|
|
(3,587 |
) |
Add
(deduct): |
|
|
|
|
|
|
|
Interest expense (income) |
|
735 |
|
|
|
(9 |
) |
|
|
784 |
|
|
|
5 |
|
Depreciation and amortization |
|
134 |
|
|
|
122 |
|
|
|
431 |
|
|
|
232 |
|
Share based compensation [1] |
|
23,922 |
|
|
|
60 |
|
|
|
24,016 |
|
|
|
182 |
|
Issuance of Community Shares to Pet Caregivers [2] |
|
1,971 |
|
|
|
— |
|
|
|
1,971 |
|
|
|
— |
|
Change in fair value of derivatives [3] |
|
13,708 |
|
|
|
— |
|
|
|
13,708 |
|
|
|
— |
|
Gain on forgiveness of PPP loan |
|
— |
|
|
|
(3,482 |
) |
|
|
— |
|
|
|
(3,482 |
) |
Tax expense (benefit) |
|
— |
|
|
|
(797 |
) |
|
|
13 |
|
|
|
(793 |
) |
Adjusted
EBITDA |
$ |
(461 |
) |
|
$ |
(2,552 |
) |
|
$ |
(3,448 |
) |
|
$ |
(7,443 |
) |
[1] Includes stock-based compensation expense in 2022 incurred
in connection with the Business Combination of $23.9 million. Of
the $23.9 million, $2.8 million is included in Platform operations
and support, $2.1 million in Sales and marketing, and $19.0 million
in General and administrative expenses on the condensed
consolidated statement of operations. [2] Of this amount, $1.8
million is included General and administrative expenses and the
remainder as contra revenue on the condensed consolidated statement
of operations.[3] Relates to the changes in the fair value of
Forward Purchase Agreements that were entered into prior to the
closing of the Business Combination and is included in Change in
fair value of derivative liability on the condensed consolidated
statement of operations.[4] Excluding the impacts noted in [1] and
[2] above, Platform and Operations Expense is approximately 18% of
revenues, Sales and marketing approximately 59%, and General and
administrative approximately 19% for the three months ended
September 2022.
|
Wag! Group Co.(f/k/a CHW Acquisition
Corporation) |
|
Non-GAAP Measures and Key Performance
Indicators($ in thousands, except
percentages)(Unaudited) |
|
|
|
|
|
Three Months EndedSeptember
30, |
|
Nine Months EndedSeptember
30, |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
U.S. GAAP
Measures: |
|
|
|
|
|
|
|
Revenues |
$ |
15,379 |
|
|
$ |
5,880 |
|
|
$ |
37,829 |
|
|
$ |
12,036 |
|
Net income (loss) |
$ |
(40,931 |
) |
|
$ |
1,554 |
|
|
$ |
(44,371 |
) |
|
$ |
(3,587 |
) |
Net income (loss) % |
|
(266.1 |
)% |
|
|
26.4 |
% |
|
|
(117.3 |
)% |
|
|
(29.8 |
)% |
Net cash flows used in
operating activities |
$ |
568 |
|
|
$ |
(2,927 |
) |
|
$ |
(3,578 |
) |
|
$ |
(10,350 |
) |
Key Performance
Indicators and non-GAAP measures: |
|
|
|
|
|
|
|
Adjusted EBITDA |
$ |
(461 |
) |
|
$ |
(2,552 |
) |
|
$ |
(3,448 |
) |
|
$ |
(7,443 |
) |
Adjusted EBITDA Margin |
|
(3.0 |
)% |
|
|
(43.4 |
)% |
|
|
(9.1 |
)% |
|
|
(61.8 |
)% |
Bookings |
$ |
25,328 |
|
|
$ |
13,688 |
|
|
$ |
64,804 |
|
|
$ |
30,764 |
|
Take Rate |
|
61 |
% |
|
|
43 |
% |
|
|
58 |
% |
|
|
39 |
% |
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