Delaware
|
|
83-0480694
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
|
o
|
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
x
|
(Do not check if smaller reporting company)
|
|
Smaller reporting company
|
o
|
|
|
Page No.
|
Note About Forward-Looking Statements
|
|
|
|
||
Item 1.
|
||
|
||
|
||
|
||
|
||
|
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Item 2.
|
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Item 3.
|
||
Item 4.
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||
|
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Item 1.
|
||
Item 1A.
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Item 2.
|
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Item 6.
|
||
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||
|
Trupanion, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except for share data)
(unaudited)
|
|||||||
|
JUNE 30,
|
|
DECEMBER 31,
|
||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,288
|
|
|
$
|
14,939
|
|
Investments in fixed maturities, at amortized cost (fair value: $14,071 and $16,088)
|
14,072
|
|
|
16,088
|
|
||
Accounts and other receivables
|
8,095
|
|
|
7,771
|
|
||
Prepaid expenses and other assets
|
1,059
|
|
|
935
|
|
||
Total current assets
|
32,514
|
|
|
39,733
|
|
||
Restricted cash
|
2,700
|
|
|
3,000
|
|
||
Investments in fixed maturities, at fair value (amortized cost: $1,000)
|
927
|
|
|
832
|
|
||
Property and equipment, net
|
5,167
|
|
|
3,124
|
|
||
Deferred offering costs
|
2,562
|
|
|
54
|
|
||
Intangible assets, net
|
4,880
|
|
|
4,910
|
|
||
Total assets
|
$
|
48,750
|
|
|
$
|
51,653
|
|
Liabilities, redeemable convertible preferred stock, and stockholders’ deficit
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
4,179
|
|
|
$
|
1,263
|
|
Accrued liabilities
|
4,372
|
|
|
3,660
|
|
||
Claims reserve
|
4,393
|
|
|
5,612
|
|
||
Deferred revenue
|
8,771
|
|
|
8,468
|
|
||
Short-term debt
|
1,200
|
|
|
900
|
|
||
Warrant liabilities
|
4,380
|
|
|
4,900
|
|
||
Other payables
|
1,313
|
|
|
1,138
|
|
||
Deferred tax liabilities
|
82
|
|
|
82
|
|
||
Total current liabilities
|
28,690
|
|
|
26,023
|
|
||
Long-term debt
|
24,997
|
|
|
25,199
|
|
||
Deferred tax liabilities
|
1,542
|
|
|
1,540
|
|
||
Other liabilities
|
792
|
|
|
166
|
|
||
Total liabilities
|
56,021
|
|
|
52,928
|
|
||
Contingencies
(Note 6)
|
|
|
|
||||
Redeemable convertible preferred stock: $0.00001 par value per share, 15,666,748 and 15,648,723 authorized at June 30, 2014 and December 31, 2013 and 14,944,945 and 14,857,989 shares issued and outstanding at June 30, 2014 and December 31, 2013.
|
32,724
|
|
|
31,724
|
|
||
Stockholders’ deficit:
|
|
|
|
||||
Common stock, $0.00001 par value per share, 26,000,000 shares authorized at June 30, 2014 and December 31, 2013 and 2,256,578 shares issued and outstanding at June 30, 2014; 2,236,641 shares issued and outstanding at December 31, 2013.
|
—
|
|
|
—
|
|
||
Special voting shares, $0.00001 par value per share, 2,500,030 shares authorized at June 30, 2014 and December 31, 2013 and 2,247,130 issued and outstanding at June 30, 2014 and December 31, 2013.
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
7,046
|
|
|
5,769
|
|
||
Accumulated other comprehensive loss
|
(45
|
)
|
|
(164
|
)
|
||
Accumulated deficit
|
(44,395
|
)
|
|
(36,003
|
)
|
||
Treasury stock, at cost: 620,979 shares at June 30, 2014 and December 31, 2013.
|
(2,601
|
)
|
|
(2,601
|
)
|
||
Total stockholders’ deficit
|
(39,995
|
)
|
|
(32,999
|
)
|
||
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit
|
$
|
48,750
|
|
|
$
|
51,653
|
|
Trupanion, Inc.
Condensed Consolidated Statement of Operations
(in thousands, except for share and per share data)
(unaudited)
|
|||||||||||||||
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue
|
$
|
28,090
|
|
|
$
|
19,842
|
|
|
$
|
53,730
|
|
|
$
|
37,684
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Claims expenses
|
18,977
|
|
|
13,387
|
|
|
36,012
|
|
|
25,511
|
|
||||
Other cost of revenue
|
3,963
|
|
|
2,626
|
|
|
7,812
|
|
|
4,736
|
|
||||
Gross profit
|
5,150
|
|
|
3,829
|
|
|
9,906
|
|
|
7,437
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
2,810
|
|
|
2,268
|
|
|
5,456
|
|
|
4,840
|
|
||||
Technology and development
|
2,553
|
|
|
1,152
|
|
|
4,753
|
|
|
2,035
|
|
||||
General and administrative
|
3,292
|
|
|
2,022
|
|
|
6,078
|
|
|
3,949
|
|
||||
Total operating expenses
|
8,655
|
|
|
5,442
|
|
|
16,287
|
|
|
10,824
|
|
||||
Operating loss
|
(3,505
|
)
|
|
(1,613
|
)
|
|
(6,381
|
)
|
|
(3,387
|
)
|
||||
Interest expense
|
726
|
|
|
143
|
|
|
1,468
|
|
|
266
|
|
||||
Other (income) expense, net
|
(759
|
)
|
|
73
|
|
|
522
|
|
|
181
|
|
||||
Loss before income taxes
|
(3,472
|
)
|
|
(1,829
|
)
|
|
(8,371
|
)
|
|
(3,834
|
)
|
||||
Income tax expense (benefit)
|
7
|
|
|
(5
|
)
|
|
21
|
|
|
(84
|
)
|
||||
Net loss
|
$
|
(3,479
|
)
|
|
$
|
(1,824
|
)
|
|
$
|
(8,392
|
)
|
|
$
|
(3,750
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(2.25
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
(5.47
|
)
|
|
$
|
(3.03
|
)
|
Weighted average shares used to compute net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
1,543,134
|
|
|
1,379,803
|
|
|
1,533,668
|
|
|
1,237,558
|
|
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
||||||
|
UNREALIZED LOSSES ON AVAILABLE FOR SALE SECURITIES
|
|
FOREIGN CURRENCY GAIN
|
||||
Balance at December 31, 2013
|
$
|
(168
|
)
|
|
$
|
4
|
|
Other comprehensive loss
|
35
|
|
|
51
|
|
||
Balance at March 31, 2014
|
(133
|
)
|
|
55
|
|
||
Other comprehensive loss
|
60
|
|
|
(27
|
)
|
||
Balance at June 30, 2014
|
$
|
(73
|
)
|
|
$
|
28
|
|
|
AS OF JUNE 30,
|
||||
|
2014
|
|
2013
|
||
Stock options
|
4,959,826
|
|
|
4,408,170
|
|
Restricted stock
|
706,514
|
|
|
—
|
|
Warrants
|
784,111
|
|
|
135,672
|
|
Series A convertible preferred stock
|
7,553,239
|
|
|
7,466,283
|
|
Series B convertible preferred stock
|
3,546,384
|
|
|
3,546,384
|
|
Series C convertible preferred stock
|
3,845,322
|
|
|
3,845,322
|
|
Exchangeable shares
|
2,247,130
|
|
|
2,247,130
|
|
|
AMORTIZED
COST |
|
GROSS
UNREALIZED HOLDING GAINS |
|
GROSS
UNREALIZED HOLDING LOSSES |
|
FAIR
VALUE |
||||||||
As of June 30, 2014
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
Municipal bond
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
(73
|
)
|
|
$
|
927
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
(73
|
)
|
|
$
|
927
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
5,779
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
5,778
|
|
Certificates of deposit
|
2,700
|
|
|
—
|
|
|
—
|
|
|
2,700
|
|
||||
U.S. government funds
|
5,593
|
|
|
—
|
|
|
—
|
|
|
5,593
|
|
||||
|
$
|
14,072
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
14,071
|
|
|
|
|
|
|
|
|
|
||||||||
|
AMORTIZED
COST |
|
GROSS
UNREALIZED HOLDING GAINS |
|
GROSS
UNREALIZED HOLDING LOSSES |
|
FAIR
VALUE |
||||||||
As of December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
Municipal bond
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
(168
|
)
|
|
$
|
832
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
(168
|
)
|
|
$
|
832
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
5,778
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,778
|
|
Certificates of deposit
|
2,700
|
|
|
—
|
|
|
—
|
|
|
$
|
2,700
|
|
|||
U.S. government funds
|
7,610
|
|
|
—
|
|
|
—
|
|
|
$
|
7,610
|
|
|||
|
$
|
16,088
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,088
|
|
|
JUNE 30, 2014
|
||||||
|
AMORTIZED
COST |
|
FAIR
VALUE |
||||
Available-for-sale:
|
|
|
|
||||
Due under one year
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
—
|
|
|
—
|
|
||
Due after five years through ten years
|
1,000
|
|
|
927
|
|
||
Due after ten years
|
—
|
|
|
—
|
|
||
|
$
|
1,000
|
|
|
$
|
927
|
|
|
JUNE 30, 2014
|
||||||
|
AMORTIZED
COST |
|
FAIR
VALUE |
||||
Held-to-maturity:
|
|
|
|
||||
Due under one year
|
$
|
14,072
|
|
|
$
|
14,071
|
|
Due after one year through five years
|
—
|
|
|
—
|
|
||
Due after five years through ten years
|
—
|
|
|
—
|
|
||
Due after ten years
|
—
|
|
|
—
|
|
||
|
$
|
14,072
|
|
|
$
|
14,071
|
|
•
|
Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
|
•
|
Level 2 inputs: Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
|
|
AS OF JUNE 30, 2014
|
||||||||||||||
|
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
$
|
2,700
|
|
|
$
|
2,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Municipal bond
|
927
|
|
|
—
|
|
|
927
|
|
|
—
|
|
||||
Total
|
$
|
3,627
|
|
|
$
|
2,700
|
|
|
$
|
927
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Warrant liabilities
|
$
|
4,380
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,380
|
|
Total
|
$
|
4,380
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,380
|
|
|
|
|
|
|
|
|
|
||||||||
|
AS OF DECEMBER 31, 2013
|
||||||||||||||
|
|
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
$
|
3,000
|
|
|
$
|
3,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Municipal bond
|
832
|
|
|
—
|
|
|
832
|
|
|
—
|
|
||||
Total
|
$
|
3,832
|
|
|
$
|
3,000
|
|
|
$
|
832
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Warrant liabilities
|
$
|
4,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,900
|
|
Total
|
$
|
4,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,900
|
|
|
WARRANT LIABILITIES
|
||||||
|
2014
|
|
2013
|
||||
Balance at January 1,
|
$
|
4,900
|
|
|
$
|
551
|
|
Issuance of warrants
|
—
|
|
|
44
|
|
||
Change in fair value upon remeasurement
|
1,219
|
|
|
98
|
|
||
Balance at March 31,
|
6,119
|
|
|
693
|
|
||
Settlement of warrant liability upon exercise
|
(999
|
)
|
|
—
|
|
||
Change in fair value upon remeasurement
|
(740
|
)
|
|
28
|
|
||
Balance at June 30,
|
$
|
4,380
|
|
|
$
|
721
|
|
•
|
Investment securities: Debt securities classified as available-for-sale are measured using quoted market prices when quoted market prices are available. If quoted market prices in active markets for identical assets are not available to determine fair value, then the Company uses quoted prices of similar instruments and other significant inputs derived from observable market data obtained from third-party data providers. Held-to-maturity securities are carried at amortized cost and the fair value is disclosed in Note 3. Fair value is determined in the same manner as available-for-
|
•
|
Warrant liabilities: These liabilities are valued using the Black-Scholes-Merton option-pricing model using certain unobservable inputs that are estimated by the Company. These inputs include a measure of volatility using an average of peer companies’ publicly traded stock volatility, expected dividend payments based on management’s assertion that no dividends will be paid in the near term, the remaining contractual term and a discount rate using an average equivalent bond yield calculation. The range of inputs used is as follows:
|
|
PRINCIPAL
|
|
DISCOUNT
|
|
BALANCE
|
|
MATURITY
|
Line of credit
|
$14,900
|
|
$—
|
|
$14,900
|
|
July 23, 2015
|
Term loan
|
2,700
|
|
—
|
|
2,700
|
|
September 28, 2016
|
Term loan
|
12,000
|
|
3,403
|
|
8,597
|
|
December 23, 2016
|
|
$29,600
|
|
$3,403
|
|
$26,197
|
|
|
|
NUMBER
OF
OPTIONS
|
|
WEIGHTED-
AVERAGE
EXERCISE
PRICE
|
|
AGGREGATE
INTRINSIC
VALUE
|
|||||
December 31, 2013
|
4,663,445
|
|
|
$
|
2.12
|
|
|
$
|
30,406
|
|
Granted
|
376,100
|
|
|
10.51
|
|
|
|
|||
Exercised
|
(19,937
|
)
|
|
2.31
|
|
|
141
|
|
||
Forfeited
|
(59,782
|
)
|
|
5.66
|
|
|
|
|||
June 30, 2014
|
4,959,826
|
|
|
2.72
|
|
|
33,151
|
|
|
NUMBER
OF
OPTIONS
|
|
WEIGHTED-
AVERAGE
FAIR VALUE
|
|
WEIGHTED-
AVERAGE
EXERCISE
PRICE
|
|
WEIGHTED-
AVERAGE
REMAINING
CONTRACTUAL
TERM
(IN YEARS)
|
|
AGGREGATE
INTRINSIC
VALUE
|
|||||||
Vested and exercisable at December 31, 2013
|
2,719,609
|
|
|
$
|
1.32
|
|
|
$
|
1.38
|
|
|
6.03
|
|
$
|
19,908
|
|
Vested and exercisable at June 30, 2014
|
3,328,493
|
|
|
$
|
1.37
|
|
|
$
|
1.49
|
|
|
6.16
|
|
$
|
26,326
|
|
|
THREE MONTHS ENDED
JUNE 30, |
|
SIX MONTHS ENDED
JUNE 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Claims expenses
|
$
|
51
|
|
|
$
|
39
|
|
|
$
|
108
|
|
|
$
|
71
|
|
Other cost of revenue
|
13
|
|
|
9
|
|
|
37
|
|
|
17
|
|
||||
Sales and marketing
|
144
|
|
|
202
|
|
|
293
|
|
|
345
|
|
||||
Technology and development
|
98
|
|
|
94
|
|
|
196
|
|
|
165
|
|
||||
General and administrative
|
320
|
|
|
141
|
|
|
559
|
|
|
288
|
|
||||
Total stock-based compensation
|
$
|
626
|
|
|
$
|
485
|
|
|
$
|
1,193
|
|
|
$
|
886
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription business
|
$
|
25,359
|
|
|
$
|
18,368
|
|
|
$
|
48,448
|
|
|
$
|
35,385
|
|
Other business
|
2,731
|
|
|
1,474
|
|
|
5,282
|
|
|
2,299
|
|
||||
|
28,090
|
|
|
19,842
|
|
|
53,730
|
|
|
37,684
|
|
||||
Claims expenses:
|
|
|
|
|
|
|
|
||||||||
Subscription business
|
17,819
|
|
|
12,696
|
|
|
33,923
|
|
|
24,440
|
|
||||
Other business
|
1,158
|
|
|
691
|
|
|
2,089
|
|
|
1,071
|
|
||||
|
18,977
|
|
|
13,387
|
|
|
36,012
|
|
|
25,511
|
|
||||
Other cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription business
|
2,699
|
|
|
2,002
|
|
|
5,198
|
|
|
3,731
|
|
||||
Other business
|
1,264
|
|
|
624
|
|
|
2,614
|
|
|
1,005
|
|
||||
|
3,963
|
|
|
2,626
|
|
|
7,812
|
|
|
4,736
|
|
||||
Gross profit:
|
|
|
|
|
|
|
|
||||||||
Subscription business
|
4,841
|
|
|
3,670
|
|
|
9,327
|
|
|
7,214
|
|
||||
Other business
|
309
|
|
|
159
|
|
|
579
|
|
|
223
|
|
||||
|
5,150
|
|
|
3,829
|
|
|
9,906
|
|
|
7,437
|
|
||||
Sales and marketing
|
2,810
|
|
|
2,268
|
|
|
5,456
|
|
|
4,840
|
|
||||
Technology and development
|
2,553
|
|
|
1,152
|
|
|
4,753
|
|
|
2,035
|
|
||||
General and administrative
|
3,292
|
|
|
2,022
|
|
|
6,078
|
|
|
3,949
|
|
||||
Operating loss
|
$
|
(3,505
|
)
|
|
$
|
(1,613
|
)
|
|
$
|
(6,381
|
)
|
|
$
|
(3,387
|
)
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
United States
|
$
|
20,925
|
|
|
$
|
13,747
|
|
|
$
|
39,822
|
|
|
$
|
25,702
|
|
Canada
|
7,165
|
|
|
6,095
|
|
|
13,908
|
|
|
11,982
|
|
||||
Total revenue
|
$
|
28,090
|
|
|
$
|
19,842
|
|
|
$
|
53,730
|
|
|
$
|
37,684
|
|
|
|
THREE MONTHS ENDED JUNE 30,
|
|
SIX MONTHS ENDED JUNE 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Total pets enrolled
|
|
194,617
|
|
|
147,868
|
|
|
194,617
|
|
|
147,868
|
|
||||
Monthly adjusted revenue per pet
|
|
$
|
43.90
|
|
|
$
|
42.21
|
|
|
$
|
43.53
|
|
|
$
|
42.26
|
|
Lifetime value of a pet (LVP)
|
|
$
|
605
|
|
|
$
|
641
|
|
|
$
|
605
|
|
|
$
|
641
|
|
Average pet acquisition cost (PAC)
|
|
$
|
113
|
|
|
$
|
99
|
|
|
$
|
112
|
|
|
$
|
115
|
|
Average monthly retention
|
|
98.65
|
%
|
|
98.62
|
%
|
|
98.65
|
%
|
|
98.62
|
%
|
|
|
THREE MONTHS ENDED JUNE 30,
|
|
SIX MONTHS ENDED JUNE 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Revenue
|
|
$
|
28,090
|
|
|
$
|
19,842
|
|
|
$
|
53,730
|
|
|
$
|
37,684
|
|
Excluding:
|
|
|
|
|
|
|
|
|
||||||||
Other business revenue
|
|
(2,731
|
)
|
|
(1,474
|
)
|
|
(5,282
|
)
|
|
(2,299
|
)
|
||||
Change in deferred revenue
|
|
84
|
|
|
218
|
|
|
346
|
|
|
342
|
|
||||
Sign-up fee revenue
|
|
(407
|
)
|
|
(356
|
)
|
|
(784
|
)
|
|
(688
|
)
|
||||
Adjusted revenue
|
|
$
|
25,036
|
|
|
$
|
18,230
|
|
|
$
|
48,010
|
|
|
$
|
35,039
|
|
|
|
TWELVE MONTHS ENDED JUNE 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Gross profit
|
|
$
|
18,113
|
|
|
$
|
14,263
|
|
Excluding:
|
|
|
|
|
||||
Stock-based compensation expense
|
|
287
|
|
|
143
|
|
||
Other business segment gross profit
|
|
(1,086
|
)
|
|
(267
|
)
|
||
Sign-up fee revenue
|
|
(1,514
|
)
|
|
(1,285
|
)
|
||
Change in deferred revenue
|
|
1,111
|
|
|
761
|
|
||
Contribution margin
|
|
$
|
16,911
|
|
|
$
|
13,615
|
|
|
|
THREE MONTHS ENDED JUNE 30,
|
|
SIX MONTHS ENDED JUNE 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Sales and marketing expenses
|
|
$
|
2,810
|
|
|
$
|
2,268
|
|
|
$
|
5,456
|
|
|
$
|
4,840
|
|
Excluding:
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense
|
|
(144
|
)
|
|
(202
|
)
|
|
(293
|
)
|
|
(345
|
)
|
||||
Net of:
|
|
|
|
|
|
|
|
|
||||||||
Sign-up fee revenue
|
|
(407
|
)
|
|
(356
|
)
|
|
(784
|
)
|
|
(688
|
)
|
||||
Acquisition cost
|
|
$
|
2,259
|
|
|
$
|
1,710
|
|
|
$
|
4,379
|
|
|
$
|
3,807
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription business
|
$
|
25,359
|
|
|
$
|
18,368
|
|
|
$
|
48,448
|
|
|
$
|
35,385
|
|
Other business
|
2,731
|
|
|
1,474
|
|
|
5,282
|
|
|
2,299
|
|
||||
Total revenue
|
28,090
|
|
|
19,842
|
|
|
53,730
|
|
|
37,684
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription business
(1)
|
20,518
|
|
|
14,698
|
|
|
39,121
|
|
|
28,171
|
|
||||
Other business
|
2,422
|
|
|
1,315
|
|
|
4,703
|
|
|
2,076
|
|
||||
Total cost of revenue
|
22,940
|
|
|
16,013
|
|
|
43,824
|
|
|
30,247
|
|
||||
Gross profit:
|
|
|
|
|
|
|
|
||||||||
Subscription business
|
4,841
|
|
|
3,670
|
|
|
9,327
|
|
|
7,214
|
|
||||
Other business
|
309
|
|
|
159
|
|
|
579
|
|
|
223
|
|
||||
Total gross profit
|
5,150
|
|
|
3,829
|
|
|
9,906
|
|
|
7,437
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
(1)
|
2,810
|
|
|
2,268
|
|
|
5,456
|
|
|
4,840
|
|
||||
Technology and development
(1)
|
2,553
|
|
|
1,152
|
|
|
4,753
|
|
|
2,035
|
|
||||
General and administrative
(1)
|
3,292
|
|
|
2,022
|
|
|
6,078
|
|
|
3,949
|
|
||||
Total operating expenses
|
8,655
|
|
|
5,442
|
|
|
16,287
|
|
|
10,824
|
|
||||
Operating loss
|
(3,505
|
)
|
|
(1,613
|
)
|
|
(6,381
|
)
|
|
(3,387
|
)
|
||||
Interest expense
|
726
|
|
|
143
|
|
|
1,468
|
|
|
266
|
|
||||
Other (income) expense, net
|
(759
|
)
|
|
73
|
|
|
522
|
|
|
181
|
|
||||
Loss before income taxes
|
(3,472
|
)
|
|
(1,829
|
)
|
|
(8,371
|
)
|
|
(3,834
|
)
|
||||
Income tax expense (benefit)
|
7
|
|
|
(5
|
)
|
|
21
|
|
|
(84
|
)
|
||||
Net loss
|
$
|
(3,479
|
)
|
|
$
|
(1,824
|
)
|
|
$
|
(8,392
|
)
|
|
$
|
(3,750
|
)
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
$
|
64
|
|
|
$
|
48
|
|
|
$
|
145
|
|
|
$
|
88
|
|
Sales and marketing
|
144
|
|
|
202
|
|
|
293
|
|
|
345
|
|
||||
Technology and development
|
98
|
|
|
94
|
|
|
196
|
|
|
165
|
|
||||
General and administrative
|
320
|
|
|
141
|
|
|
559
|
|
|
288
|
|
||||
Total stock-based compensation expense
|
$
|
626
|
|
|
$
|
485
|
|
|
$
|
1,193
|
|
|
$
|
886
|
|
|
THREE MONTHS ENDED
|
|
SIX MONTHS ENDED
|
||||||||
|
JUNE 30,
|
|
JUNE 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
|
|
|
||||
|
(as a percentage of subscription revenue)
|
||||||||||
Subscription business revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Subscription business cost of revenue
|
81
|
|
|
80
|
|
|
81
|
|
|
80
|
|
Subscription business gross profit
|
19
|
%
|
|
20
|
%
|
|
19
|
%
|
|
20
|
%
|
|
THREE MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
|
SIX MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
||||
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages, pet and per pet data)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Subscription business
|
$25,359
|
|
$18,368
|
|
38%
|
|
$48,448
|
|
$35,385
|
|
37%
|
Other business
|
2,731
|
|
1,474
|
|
85
|
|
5,282
|
|
2,299
|
|
130
|
Total revenue
|
$28,090
|
|
$19,842
|
|
42
|
|
$53,730
|
|
$37,684
|
|
43
|
Percentage of Revenue by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
Subscription business
|
90%
|
|
93%
|
|
|
|
90%
|
|
94%
|
|
|
Other business
|
10
|
|
7
|
|
|
|
10
|
|
6
|
|
|
Total revenue
|
100%
|
|
100%
|
|
|
|
100%
|
|
100%
|
|
|
Subscription Business:
|
|
|
|
|
|
|
|
|
|
|
|
Total pets enrolled
|
194,617
|
|
147,868
|
|
32
|
|
194,617
|
|
147,868
|
|
32
|
Monthly adjusted revenue per pet
|
$43.90
|
|
$42.21
|
|
4
|
|
$43.53
|
|
$42.26
|
|
3
|
Average monthly retention
|
98.65%
|
|
98.62%
|
|
|
|
98.65%
|
|
98.62%
|
|
|
|
THREE MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
|
SIX MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
||||
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
||||||||||
Cost of Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Subscription business:
|
|
|
|
|
|
|
|
|
|
|
|
Claims expenses
|
$17,819
|
|
$12,696
|
|
40%
|
|
$33,923
|
|
$24,440
|
|
39%
|
Other cost of revenue
|
2,699
|
|
2,002
|
|
35
|
|
5,198
|
|
3,731
|
|
39
|
Total cost of revenue
|
20,518
|
|
14,698
|
|
40
|
|
39,121
|
|
28,171
|
|
39
|
Gross profit
|
4,841
|
|
3,670
|
|
32
|
|
9,327
|
|
7,214
|
|
29
|
Other business:
|
|
|
|
|
|
|
|
|
|
|
|
Claims expenses
|
1,158
|
|
691
|
|
68
|
|
2,089
|
|
1,071
|
|
95
|
Other cost of revenue
|
1,264
|
|
624
|
|
103
|
|
2,614
|
|
1,005
|
|
160
|
Total cost of revenue
|
2,422
|
|
1,315
|
|
84
|
|
4,703
|
|
2,076
|
|
127
|
Gross profit
|
309
|
|
159
|
|
94
|
|
579
|
|
223
|
|
160
|
Percentage of Revenue by Segment:
|
|
|
|
|
|
|
|
|
|
|
|
Subscription business:
|
|
|
|
|
|
|
|
|
|
|
|
Claims expenses
|
70%
|
|
69%
|
|
|
|
70%
|
|
69%
|
|
|
Other cost of revenue
|
11
|
|
11
|
|
|
|
11
|
|
11
|
|
|
Total cost of revenue
|
81
|
|
80
|
|
|
|
81
|
|
80
|
|
|
Gross profit
|
19
|
|
20
|
|
|
|
19
|
|
20
|
|
|
Other business:
|
|
|
|
|
|
|
|
|
|
|
|
Claims expenses
|
42
|
|
47
|
|
|
|
40
|
|
47
|
|
|
Other cost of revenue
|
46
|
|
42
|
|
|
|
50
|
|
44
|
|
|
Total cost of revenue
|
89
|
|
89
|
|
|
|
89
|
|
90
|
|
|
Gross profit
|
11
|
|
11
|
|
|
|
11
|
|
10
|
|
|
|
THREE MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
|
SIX MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
||||
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages and per pet data)
|
||||||||||
Sales and marketing
|
$2,810
|
|
$2,268
|
|
24%
|
|
$5,456
|
|
$4,840
|
|
13%
|
Percentage of total revenue
|
10%
|
|
11%
|
|
|
|
10%
|
|
13%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription Business:
|
|
|
|
|
|
|
|
|
|
|
|
Average pet acquisition cost (PAC)
|
$113
|
|
$99
|
|
14
|
|
$112
|
|
$115
|
|
(3)
|
|
|
THREE MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
|
SIX MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
||||
|
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
||||||||||
Technology and development
|
|
$2,553
|
|
$1,152
|
|
122%
|
|
$4,753
|
|
$2,035
|
|
134%
|
Percentage of total revenue
|
|
9%
|
|
6%
|
|
|
|
9%
|
|
5%
|
|
|
|
|
THREE MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
|
SIX MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
||||
|
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
||||||||||
General and administrative
|
|
$3,292
|
|
$2,022
|
|
63%
|
|
$6,078
|
|
$3,949
|
|
54%
|
Percentage of total revenue
|
|
12%
|
|
10%
|
|
|
|
11%
|
|
10%
|
|
|
|
|
THREE MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
|
SIX MONTHS ENDED
JUNE 30, |
|
% CHANGE
|
||||
|
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
||||||||||
Interest expense
|
|
$726
|
|
$143
|
|
408%
|
|
$1,468
|
|
$266
|
|
452%
|
Other (income) expense, net
|
|
(759)
|
|
73
|
|
NM
|
|
522
|
|
181
|
|
188
|
Total other expense, net
|
|
$(33)
|
|
$216
|
|
(115)
|
|
$1,990
|
|
$447
|
|
345
|
|
SIX MONTHS ENDED JUNE 30,
|
||||||
|
2014
|
|
2013
|
||||
Net cash used in operating activities
|
$
|
(6,435
|
)
|
|
$
|
(1,684
|
)
|
Net cash used in investing activities
|
(257
|
)
|
|
(1,165
|
)
|
||
Net cash provided by financing activities
|
955
|
|
|
3,574
|
|
||
Effect of exchange rates on cash
|
86
|
|
|
110
|
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(5,651
|
)
|
|
$
|
835
|
|
•
|
the continued positive market presence, reputation and growth of our company and of the referral sources;
|
•
|
the effectiveness of referral sources;
|
•
|
the decision of such referral source to support one of our competitors;
|
•
|
the interest of the referral sources’ customers or clients in the medical plan we offer;
|
•
|
the relationship and level of trust between our Territory Partners and veterinarians, and between us and the referral source;
|
•
|
the percentage of the referral sources’ customers or clients that submit applications or use trial certificates to enroll in a medical plan through our website or contact center; and
|
•
|
our ability to work with the referral source to implement any changes in our marketing initiatives, including website changes, infrastructure and technology and other programs and initiatives necessary to generate positive consumer experiences.
|
•
|
improve our market penetration through efficient and effective sales and marketing programs to attract new members;
|
•
|
maintain high retention rates;
|
•
|
increase the lifetime value per pet;
|
•
|
maintain positive relationships with veterinarians and other referral sources, and convince them to recommend our medical plan;
|
•
|
increase the number and efficiency of Territory Partners;
|
•
|
continue to offer a superior value medical plan with competitive features and rates;
|
•
|
accurately price our medical plan subscriptions in relation to actual membership claims costs and operating expenses;
|
•
|
provide our members with superior member service, including a timely and efficient claims experience, including by recruiting, integrating and retaining skilled and experienced claims personnel who can appropriately and efficiently adjudicate member claims;
|
•
|
recruit, integrate and retain skilled and experienced sales department professionals who can demonstrate our value
|
•
|
react to changes in technology and challenges in the industry, including from existing and new competitors;
|
•
|
increase awareness of and positive associations with our brand; and
|
•
|
successfully respond to any regulatory matters and defend any litigation.
|
•
|
the competitiveness of the medical plan we offer, including its perceived value, coverage, simplicity and fairness;
|
•
|
changes in consumer shopping behaviors due to circumstances outside of our control, such as economic conditions and consumers’ ability or willingness to pay for a pet medical plan;
|
•
|
the quality of and changes to the consumer experience on our website or with our contact center;
|
•
|
regulatory requirements, including those that make the experience on our website cumbersome or difficult to navigate or that hinder our call center’s ability to speak with potential members in a way that is conducive to converting leads or to enroll new members;
|
•
|
system failures or interruptions in the operation of our abilities to write policies or operate our website or contact center; and
|
•
|
changes in the mix of consumers who are referred to us through various member acquisition channels, such as veterinary referrals, existing members adding a pet and referring their friends and family members and other third-party referrals and online member acquisition channels.
|
•
|
the efficacy of our sales and marketing programs;
|
•
|
the perceived value of our medical plan;
|
•
|
quality of service provided by our contact center and claims professionals, including the fairness, ease and timeliness
|
•
|
actions of our competitors, our Territory Partners, veterinarians and other third parties;
|
•
|
positive or negative publicity, including material on the Internet;
|
•
|
regulatory and other government-related developments; and
|
•
|
litigation-related developments.
|
•
|
our ability to retain our current members and grow our member base;
|
•
|
the level of operating expense we elect to incur related to sales and marketing and technology and development initiatives that are discretionary in nature;
|
•
|
the effectiveness of our sales and marketing programs;
|
•
|
our ability to improve veterinarians’ and other third-parties’ willingness to provide referrals for our medical plan;
|
•
|
the timing, volume and severity of our claims and the adequacy of our claims reserve;
|
•
|
the level of demand for and the price of our medical plan subscriptions or those of our competitors;
|
•
|
the perceived value of our medical plan to veterinarians and pet owners;
|
•
|
spending decisions by our members and prospective members;
|
•
|
our costs and expenses, including pet acquisition costs and claims expenses;
|
•
|
our ability to expand the number and efficiency of our Territory Partners;
|
•
|
our ability to effectively manage our growth;
|
•
|
the effects of increased competition in our business;
|
•
|
our ability to keep pace with changes in technology and our competitors;
|
•
|
the impact of any security incidents or service interruptions;
|
•
|
costs associated with defending any regulatory action or litigation or with enforcing our intellectual property, contractual or other rights;
|
•
|
the impact of economic conditions on our revenue and expenses;
|
•
|
fluctuations in foreign currency exchange rates; and
|
•
|
changes in government regulation affecting our business.
|
•
|
reducing the availability of our cash flow for our operations, capital expenditures, future business opportunities and other purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate, which could place us at a competitive disadvantage compared to our competitors that may have less debt;
|
•
|
limiting our ability to borrow additional funds; and
|
•
|
increasing our vulnerability to general adverse economic and industry conditions.
|
•
|
regulatory rules and practices, foreign exchange controls, tariffs, tax laws and treaties that are different than those we operate under in the United States, Canada and Puerto Rico and that carry a greater risk of unexpected changes;
|
•
|
the costs and resources required to modify our technology and sell our medical plan in non-English speaking countries;
|
•
|
the costs and resources required to modify our medical plan appropriately to suit the needs and expectations of residents and veterinarians in such foreign countries;
|
•
|
our data analytics platform may have limited applicability in foreign countries, which may impact our ability to develop adequate underwriting criteria and accurately price subscriptions to our medical plan in such countries;
|
•
|
increased expenses incurred in establishing and maintaining office space and equipment for our international operations;
|
•
|
technological incompatibility;
|
•
|
fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business;
|
•
|
difficulties in attracting and retaining personnel with experience in international operations;
|
•
|
difficulties in modifying our business model in a manner suitable for any particular foreign country, including any modifications to our Territory Partner model to the extent we determine that our existing model is not suitable for use in foreign countries;
|
•
|
our lack of experience in marketing to consumers and veterinarians, and encouraging online marketing, in foreign countries;
|
•
|
our relative lack of industry connections in many foreign countries;
|
•
|
difficulties in managing operations due to language barriers, distance and time zone differences, staffing, cultural differences and business infrastructure constraints, including difficulty in obtaining foreign and domestic visas;
|
•
|
application of foreign laws and regulations to us, including more stringent or materially different insurance,
|
•
|
the uncertainty of protection for intellectual property rights in some countries;
|
•
|
greater risk of a failure of foreign employees to comply with applicable U.S. and foreign laws, including antitrust regulations, the U.S. Foreign Corrupt Practices Act and any trade regulations ensuring fair trade practices; and
|
•
|
general economic and political conditions in these foreign markets.
|
•
|
No Action Level:
Insurer’s total adjusted capital is equal to or greater than 200% of the Authorized Control Level.
|
•
|
Company Action Level:
Insurer’s total adjusted capital is less than 200% but greater than 150% of the Authorized Control Level. When at this level, an insurer must prepare and submit a financial plan to the NY DFS for review and approval. Generally, a risk-based capital plan would identify the conditions that contributed to the Company Action Level and include the insurer’s proposed plans for increasing its risk-based capital in order to satisfy the No Action Level. The failure to provide the NY DFS with a risk-based capital plan on a timely basis or the inability of the NY DFS and the insurer to mutually agree on an appropriate risk-based capital plan could trigger a Regulatory Action Level outcome, subject to the insurer’s right to a hearing on the issue.
|
•
|
Regulatory Action Level:
Insurer’s total adjusted capital is less than 150% but greater than 100% of the Authorized Control Level. When at this level, an insurer generally must provide a risk-based capital plan to the NY DFS and be subject to examination or analysis by the NY DFS to the extent it deems necessary, including such corrective actions as the NY DFS may require
.
|
•
|
Authorized Control Level:
Insurer’s total adjusted capital is less than 100% but greater than 70% of the Authorized Control Level. At this level, the NY DFS generally could take remedial actions that it determines necessary to protect the insurer’s assets, including placing the insurer under regulatory control.
|
•
|
Mandatory Control Level:
Insurer’s total adjusted capital is less than 70% of the Authorized Control Level. At this level, the NY DFS generally is required to take steps to place the insurer under regulatory control, even if the insurer is still solvent.
|
•
|
grant and revoke licenses to transact insurance business;
|
•
|
conduct inquiries into the insurance-related activities and conduct of agents and agencies and others in the sales, marketing and promotional channels;
|
•
|
require and regulate disclosure in connection with the sale and solicitation of insurance policies;
|
•
|
authorize how, by which personnel and under what circumstances insurance premiums can be quoted and published and an insurance policy sold;
|
•
|
approve which entities can be paid commissions from carriers and the circumstances under which they may be paid;
|
•
|
regulate the content of insurance-related advertisements, including web pages, and other marketing practices;
|
•
|
approve policy forms, require specific benefits and benefit levels and regulate premium rates;
|
•
|
impose fines and other penalties; and
|
•
|
impose continuing education requirements.
|
•
|
variations in our operating results, earnings per share, cash flows from operating activities, and key financial and operational metrics, and how those results compare to analyst expectations;
|
•
|
forward-looking guidance to the public and industry and financial analysts related to future revenue and earnings per share, and any change in that guidance or our failure to achieve the results reflected in that guidance;
|
•
|
the net increases in the number of members, either independently or as compared with published expectations of industry, financial or other analysts that cover our company;
|
•
|
changes in the estimates of our operating results or changes in recommendations by securities analysts that elect to follow our common stock;
|
•
|
announcements of changes to our medical plan, strategic alliances or significant agreements by us or by our competitors;
|
•
|
announcements by us or by our competitors of mergers or other strategic acquisitions, or rumors of such transactions involving us or our competitors;
|
•
|
recruitment or departure of key personnel;
|
•
|
the economy as a whole and market conditions in our industry;
|
•
|
trading activity by a limited number of stockholders who together beneficially own a majority of our outstanding common stock; and
|
•
|
any other factors discussed in these risk factors.
|
•
|
establish a classified board of directors so that not all members of our board are elected at one time;
|
•
|
permit only the board of directors to establish the number of directors and fill vacancies on the board;
|
•
|
provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders;
|
•
|
require super-majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;
|
•
|
authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan (also known as a “poison pill”);
|
•
|
eliminate the ability of our stockholders to call special meetings of stockholders;
|
•
|
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
prohibit cumulative voting; and
|
•
|
establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
|
|
|
|
||||||||
Exhibit
|
|
|
|
Incorporated by Reference
|
|
Filed/Furnished
|
||||
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit Filing Date
|
|
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of the Registrant.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Restated Bylaws of the Registrant.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Consulting Agreement, dated May 5, 2014, by and between the Registrant and Howard Rubin.
|
|
S-1
|
|
333-196814
|
|
June 16, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
X
|
*
|
This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
|
|
|
|
|
|
TRUPANION, INC.
|
|
|
|
Date: August 27, 2014
|
|
/s/ Darryl Rawlings
|
|
|
Darryl Rawlings
Chief Executive Officer and President
(Principal Executive Officer)
|
|
|
|
Date: August 27, 2014
|
|
/s/ Michael Banks
|
|
|
Michael Banks
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
||||||||
Exhibit
|
|
|
|
Incorporated by Reference
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Filed/Furnished
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||||
Number
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Exhibit Description
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Form
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File No.
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Exhibit Filing Date
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Herewith
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3.1
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Restated Certificate of Incorporation of the Registrant.
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X
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3.2
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Restated Bylaws of the Registrant.
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X
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10.1
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Consulting Agreement, dated May 5, 2014, by and between the Registrant and Howard Rubin.
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S-1
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333-196814
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June 16, 2014
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31.1
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Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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31.2
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Certification of Principal Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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|
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|
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32.1*
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Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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X
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|
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32.2*
|
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Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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|
|
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|
|
X
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|
|
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|
|
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|
|
|
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101.INS
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XBRL Instance Document.
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|
|
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X
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101.SCH
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XBRL Taxonomy Extension Schema Document.
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|
|
|
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|
X
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|
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
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|
|
|
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|
X
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|
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|
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|
|
|
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|
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101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
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|
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X
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|
|
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|
|
|
|
|
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|
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101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
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|
|
X
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|
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|
|
|
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101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
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|
X
|
*
|
This certification is deemed not filed for purpose of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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Article I - STOCKHOLDERS
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|
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Section 1.1:
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Annual Meetings
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Section 1.2:
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Special Meetings
|
Section 1.3:
|
Notice of Meetings
|
Section 1.4:
|
Adjournments
|
Section 1.5:
|
Quorum
|
Section 1.6:
|
Organization
|
Section 1.7:
|
Voting; Proxies
|
Section 1.8:
|
Fixing Date for Determination of Stockholders of Record
|
Section 1.9:
|
List of Stockholders Entitled to Vote
|
Section 1.10:
|
Inspectors of Elections
|
Section 1.11:
|
Notice of Stockholder Business; Nominations
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|
|
Article II - BOARD OF DIRECTORS
|
|
|
|
Section 2.1:
|
Number; Qualifications
|
Section 2.2:
|
Election; Resignation; Removal; Vacancies
|
Section 2.3:
|
Regular Meetings
|
Section 2.4:
|
Special Meetings
|
Section 2.5:
|
Remote Meetings Permitted
|
Section 2.6:
|
Quorum; Vote Required for Action
|
Section 2.7:
|
Organization
|
Section 2.8:
|
Written Action by Directors
|
Section 2.9:
|
Powers
|
Section 2.10:
|
Compensation of Directors
|
|
|
Article III - COMMITTEES
|
|
|
|
Section 3.1:
|
Committees
|
Section 3.2:
|
Committee Rules
|
|
|
Article IV - OFFICERS
|
|
|
|
Section 4.1:
|
Generally
|
Section 4.2:
|
Chief Executive Officer
|
Section 4.3:
|
Chairperson of the Board
|
Section 4.4:
|
President
|
Section 4.5:
|
Vice President
|
Section 4.6:
|
Chief Financial Officer
|
Section 4.7:
|
Treasurer
|
Section 4.8:
|
Secretary
|
Section 4.9:
|
Delegation of Authority
|
Section 4.10:
|
Removal
|
|
|
Article V - STOCK
|
|
|
|
Section 5.l:
|
Certificates
|
Section 5.2:
|
Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated Shares
|
Section 5.3:
|
Other Regulations
|
|
|
Article VI - INDEMNIFICATION
|
|
|
|
Section 6.1:
|
Right to Indemnification of Directors and Officers
|
Section 6.2:
|
Advancement of Expenses of Directors
|
Section 6.3:
|
Claims by Directors and Officers
|
Section 6.4:
|
Indemnification of Employees and Agents
|
Section 6.5:
|
Advancement of Expenses of Employees and Agents
|
Section 6.6:
|
Non-Exclusivity of Rights
|
Section 6.7:
|
Insurance
|
Section 6.8:
|
Amendment or Repeal
|
|
|
Article VII - EXCULPATION
|
|
|
|
Section 7.1:
|
Exculpation of Directors
|
Section 7.2:
|
Amendment or Repeal
|
|
|
Article VIII - NOTICES
|
|
|
|
Section 8.l:
|
Notice
|
Section 8.2:
|
Waiver of Notice
|
|
|
Article IX - INTERESTED DIRECTORS
|
|
|
|
Section 9.1:
|
Interested Directors
|
Section 9.2:
|
Quorum
|
|
|
Article X - MISCELLANEOUS
|
|
|
|
Section 10.1:
|
Fiscal Year
|
Section 10.2:
|
Seal
|
Section 10.3:
|
Form of Records
|
Section 10.4:
|
Reliance Upon Books and Records
|
Section 10.5:
|
Certificate of Incorporation Governs
|
Section 10.6:
|
Severability
|
|
|
Article XI - AMENDMENT
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Trupanion, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Trupanion, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
1.
|
the Quarterly Report of Trupanion, Inc. on Form 10-Q for the quarterly period ended June 30, 2014, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Trupanion, Inc.
|
1.
|
the Quarterly Report of Trupanion, Inc. on Form 10-Q for the quarterly period ended June 30, 2014, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Trupanion, Inc.
|