Delaware
|
|
83-0480694
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
x
|
|
Non-accelerated filer
|
o
|
(Do not check if smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
|
Page
|
|
|
|
|
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Item 1.
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||
|
||
|
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Item 2.
|
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Item 3.
|
||
Item 4.
|
||
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
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Item 6.
|
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||
|
Trupanion, Inc.
Consolidated Statements of Operations
(in thousands, except for share and per share data)
(unaudited)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenue
|
$
|
42,699
|
|
|
$
|
33,310
|
|
Cost of revenue:
|
|
|
|
||||
Claims expenses
|
30,604
|
|
|
23,351
|
|
||
Other cost of revenue
|
4,791
|
|
|
4,377
|
|
||
Gross profit
|
7,304
|
|
|
5,582
|
|
||
Operating expenses:
|
|
|
|
||||
Sales and marketing
|
3,840
|
|
|
3,651
|
|
||
Technology and development
|
2,287
|
|
|
2,798
|
|
||
General and administrative
|
3,722
|
|
|
3,697
|
|
||
Total operating expenses
|
9,849
|
|
|
10,146
|
|
||
Operating loss
|
(2,545
|
)
|
|
(4,564
|
)
|
||
Interest expense
|
30
|
|
|
245
|
|
||
Other (income) expense, net
|
(17
|
)
|
|
19
|
|
||
Loss before income taxes
|
(2,558
|
)
|
|
(4,828
|
)
|
||
Income tax expense
|
14
|
|
|
108
|
|
||
Net loss
|
$
|
(2,572
|
)
|
|
$
|
(4,936
|
)
|
|
|
|
|
||||
Net loss per share attributable to common stockholders:
|
|
|
|
||||
Basic and diluted
|
$
|
(0.09
|
)
|
|
$
|
(0.18
|
)
|
Weighted-average shares used to compute net loss per share attributable to common stock holders:
|
|
|
|
||||
Basic and diluted
|
27,999,248
|
|
|
27,337,302
|
|
Trupanion, Inc.
Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
|
|||||||
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net loss
|
$
|
(2,572
|
)
|
|
$
|
(4,936
|
)
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustments
|
289
|
|
|
(129
|
)
|
||
Change in unrealized losses on available-for-sale securities
|
2
|
|
|
(8
|
)
|
||
Other comprehensive income (loss), net of taxes
|
291
|
|
|
(137
|
)
|
||
Comprehensive loss
|
$
|
(2,281
|
)
|
|
$
|
(5,073
|
)
|
Trupanion, Inc.
Consolidated Balance Sheets
(in thousands, except for share data)
|
|||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
(unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
17,526
|
|
|
$
|
17,956
|
|
Short-term investments
|
25,567
|
|
|
25,288
|
|
||
Accounts and other receivables
|
8,464
|
|
|
8,196
|
|
||
Prepaid expenses and other assets
|
2,038
|
|
|
2,193
|
|
||
Total current assets
|
53,595
|
|
|
53,633
|
|
||
Long-term investments, at fair value
|
2,489
|
|
|
2,388
|
|
||
Equity method investment
|
296
|
|
|
300
|
|
||
Property and equipment, net
|
9,587
|
|
|
9,719
|
|
||
Intangible assets, net
|
4,865
|
|
|
4,854
|
|
||
Other long term assets
|
38
|
|
|
23
|
|
||
Total assets
|
$
|
70,870
|
|
|
$
|
70,917
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,027
|
|
|
$
|
1,289
|
|
Accrued liabilities
|
2,988
|
|
|
4,189
|
|
||
Claims reserve
|
6,854
|
|
|
6,274
|
|
||
Deferred revenue
|
11,785
|
|
|
11,042
|
|
||
Deferred tax liabilities
|
169
|
|
|
169
|
|
||
Other payables
|
809
|
|
|
654
|
|
||
Total current liabilities
|
23,632
|
|
|
23,617
|
|
||
Long-term debt
|
968
|
|
|
—
|
|
||
Deferred tax liabilities
|
1,431
|
|
|
1,433
|
|
||
Other liabilities
|
531
|
|
|
511
|
|
||
Total liabilities
|
26,562
|
|
|
25,561
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.00001 par value per share, 200,000,000 shares authorized at March 31, 2016 and December 31, 2015, 29,195,507 and 28,574,528 issued and outstanding at March 31, 2016; 29,017,168 and 28,396,189 shares issued and outstanding at December 31, 2015.
|
—
|
|
|
—
|
|
||
Preferred stock: $0.00001 par value per share, 10,000,000 authorized at March 31, 2016 and December 31, 2015, and 0 issued and outstanding at March 31, 2016 and December 31, 2015.
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
124,077
|
|
|
122,844
|
|
||
Accumulated other comprehensive loss
|
(211
|
)
|
|
(502
|
)
|
||
Accumulated deficit
|
(76,957
|
)
|
|
(74,385
|
)
|
||
Treasury stock, at cost: 620,979 shares at March 31, 2016 and December 31, 2015.
|
(2,601
|
)
|
|
(2,601
|
)
|
||
Total stockholders’ equity
|
44,308
|
|
|
45,356
|
|
||
Total liabilities and stockholders’ equity
|
$
|
70,870
|
|
|
$
|
70,917
|
|
Trupanion, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
|||||||
|
|
|
|
||||
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(2,572
|
)
|
|
$
|
(4,936
|
)
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
785
|
|
|
566
|
|
||
Stock-based compensation expense
|
696
|
|
|
703
|
|
||
Other
|
9
|
|
|
(116
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivables
|
(234
|
)
|
|
75
|
|
||
Prepaid expenses and other current assets
|
153
|
|
|
(152
|
)
|
||
Accounts payable
|
(200
|
)
|
|
(387
|
)
|
||
Accrued liabilities
|
(1,267
|
)
|
|
(736
|
)
|
||
Claims reserve
|
521
|
|
|
76
|
|
||
Deferred revenue
|
676
|
|
|
329
|
|
||
Other payables
|
135
|
|
|
(330
|
)
|
||
Net cash used in operating activities
|
(1,298
|
)
|
|
(4,908
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of investment securities
|
(3,959
|
)
|
|
(3,206
|
)
|
||
Maturities of investment securities
|
3,700
|
|
|
4,245
|
|
||
Purchases of property and equipment
|
(653
|
)
|
|
(1,590
|
)
|
||
Other
|
(34
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(946
|
)
|
|
(551
|
)
|
||
Financing activities
|
|
|
|
||||
Tax withholding on restricted stock
|
—
|
|
|
(384
|
)
|
||
Proceeds from exercise of stock options
|
486
|
|
|
367
|
|
||
Proceeds from (repayment of) debt financing
|
987
|
|
|
(14,900
|
)
|
||
Net cash provided by (used in) financing activities
|
1,473
|
|
|
(14,917
|
)
|
||
Effect of foreign exchange rates on cash, net
|
341
|
|
|
(228
|
)
|
||
Net change in cash and cash equivalents
|
(430
|
)
|
|
(20,604
|
)
|
||
Cash and cash equivalents at beginning of period
|
17,956
|
|
|
53,098
|
|
||
Cash and cash equivalents at end of period
|
$
|
17,526
|
|
|
$
|
32,494
|
|
Supplemental disclosures
|
|
|
|
||||
Income taxes paid
|
—
|
|
|
(98
|
)
|
||
Interest paid
|
(16
|
)
|
|
(249
|
)
|
||
Noncash investing and financing activities:
|
|
|
|
||||
Increase in payables for property and equipment
|
58
|
|
|
367
|
|
|
As of March 31,
|
||||
|
2016
|
|
2015
|
||
Stock options
|
4,760,535
|
|
|
4,677,592
|
|
Restricted stock awards and units
|
472,384
|
|
|
592,625
|
|
Warrants
|
869,999
|
|
|
869,999
|
|
|
Amortized
Cost |
|
Gross
Unrealized Holding Losses |
|
Fair
Value |
||||||
As of March 31, 2016
|
|
|
|
|
|
||||||
Available-for-sale:
|
|
|
|
|
|
||||||
Foreign deposits
|
$
|
1,541
|
|
|
$
|
—
|
|
|
$
|
1,541
|
|
Municipal bond
|
1,000
|
|
|
(52
|
)
|
|
948
|
|
|||
|
$
|
2,541
|
|
|
$
|
(52
|
)
|
|
$
|
2,489
|
|
Short-term investments:
|
|
|
|
|
|
||||||
U.S. Treasury securities
|
$
|
5,891
|
|
|
$
|
—
|
|
|
$
|
5,891
|
|
Certificates of deposit
|
670
|
|
|
—
|
|
|
670
|
|
|||
U.S. government funds
|
19,006
|
|
|
—
|
|
|
19,006
|
|
|||
|
$
|
25,567
|
|
|
$
|
—
|
|
|
$
|
25,567
|
|
|
|
|
|
|
|
||||||
|
Amortized
Cost |
|
Gross
Unrealized Holding Losses |
|
Fair
Value |
||||||
As of December 31, 2015
|
|
|
|
|
|
||||||
Available-for-sale:
|
|
|
|
|
|
||||||
Foreign deposits
|
$
|
1,442
|
|
|
$
|
—
|
|
|
$
|
1,442
|
|
Municipal bond
|
1,000
|
|
|
(54
|
)
|
|
946
|
|
|||
|
$
|
2,442
|
|
|
$
|
(54
|
)
|
|
$
|
2,388
|
|
Short-term investments:
|
|
|
|
|
|
||||||
U.S. Treasury securities
|
$
|
5,683
|
|
|
$
|
—
|
|
|
$
|
5,683
|
|
Certificates of deposit
|
1,551
|
|
|
—
|
|
|
1,551
|
|
|||
U.S. government funds
|
18,054
|
|
|
—
|
|
|
18,054
|
|
|||
|
$
|
25,288
|
|
|
$
|
—
|
|
|
$
|
25,288
|
|
|
March 31, 2016
|
||||||
|
Amortized
Cost |
|
Fair
Value |
||||
Available-for-sale:
|
|
|
|
||||
Due under one year
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
1,541
|
|
|
1,541
|
|
||
Due after five years through ten years
|
1,000
|
|
|
948
|
|
||
Due after ten years
|
—
|
|
|
—
|
|
||
|
$
|
2,541
|
|
|
$
|
2,489
|
|
•
|
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 March 31, 2016
|
||||||||||||||
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Foreign deposits
|
$
|
1,541
|
|
|
$
|
1,541
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Municipal bond
|
948
|
|
|
—
|
|
|
948
|
|
|
—
|
|
||||
Money market funds
|
6,954
|
|
|
6,954
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
9,443
|
|
|
$
|
8,495
|
|
|
$
|
948
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
As of December 31, 2015
|
||||||||||||||
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Foreign deposits
|
$
|
1,442
|
|
|
$
|
1,442
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Municipal bond
|
946
|
|
|
—
|
|
|
946
|
|
|
—
|
|
||||
Money market funds
|
7,545
|
|
|
7,545
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
9,933
|
|
|
$
|
8,987
|
|
|
$
|
946
|
|
|
$
|
—
|
|
•
|
Investment securities: Long-term investments 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. Short-term investments 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-sale securities and is considered a Level 2 measurement.
|
|
Number Of Options
|
|
Weighted-Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
(in thousands)
|
|||||
December 31, 2015
|
4,871,949
|
|
|
$
|
3.71
|
|
|
$
|
29,644
|
|
Granted
|
180,373
|
|
|
8.62
|
|
|
|
|||
Exercised
|
(179,737
|
)
|
|
2.74
|
|
|
1,170
|
|
||
Forfeited
|
(112,050
|
)
|
|
6.73
|
|
|
|
|||
March 31, 2016
|
4,760,535
|
|
|
3.87
|
|
|
28,655
|
|
||
|
|
|
|
|
|
|||||
Vested and exercisable at March 31, 2016
|
3,523,513
|
|
|
$
|
2.48
|
|
|
$
|
26,045
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Claims expenses
|
$
|
58
|
|
|
$
|
53
|
|
Other cost of revenue
|
8
|
|
|
16
|
|
||
Sales and marketing
|
82
|
|
|
130
|
|
||
Technology and development
|
55
|
|
|
121
|
|
||
General and administrative
|
493
|
|
|
383
|
|
||
Total stock-based compensation
|
$
|
696
|
|
|
$
|
703
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenue:
|
|
|
|
||||
Subscription business
|
$
|
39,143
|
|
|
$
|
30,056
|
|
Other business
|
3,556
|
|
|
3,254
|
|
||
|
42,699
|
|
|
33,310
|
|
||
Claims expenses:
|
|
|
|
||||
Subscription business
|
28,510
|
|
|
21,502
|
|
||
Other business
|
2,094
|
|
|
1,849
|
|
||
|
30,604
|
|
|
23,351
|
|
||
Other cost of revenue:
|
|
|
|
||||
Subscription business
|
3,693
|
|
|
3,264
|
|
||
Other business
|
1,098
|
|
|
1,113
|
|
||
|
4,791
|
|
|
4,377
|
|
||
Gross profit:
|
|
|
|
||||
Subscription business
|
6,940
|
|
|
5,290
|
|
||
Other business
|
364
|
|
|
292
|
|
||
|
7,304
|
|
|
5,582
|
|
||
Sales and marketing:
|
|
|
|
||||
Subscription business
|
3,802
|
|
|
3,625
|
|
||
Other business
|
38
|
|
|
26
|
|
||
|
3,840
|
|
|
3,651
|
|
||
Technology and development
|
2,287
|
|
|
2,798
|
|
||
General and administrative
|
3,722
|
|
|
3,697
|
|
||
Operating loss
|
$
|
(2,545
|
)
|
|
$
|
(4,564
|
)
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Mar. 31, 2016
|
|
Dec. 31, 2015
|
|
Sept. 30, 2015
|
|
Jun. 30, 2015
|
|
Mar. 31, 2015
|
|
Dec. 31, 2014
|
|
Sept. 30, 2014
|
|
Jun. 30, 2014
|
||||||||||||||||
Total pets enrolled (at period end)
|
307,298
|
|
|
291,818
|
|
|
276,988
|
|
|
259,948
|
|
|
246,106
|
|
|
232,450
|
|
|
221,479
|
|
|
207,969
|
|
||||||||
Total subscription pets enrolled (at period end)
|
287,123
|
|
|
272,636
|
|
|
258,546
|
|
|
241,808
|
|
|
228,409
|
|
|
215,491
|
|
|
205,194
|
|
|
192,338
|
|
||||||||
Monthly adjusted revenue per pet
|
$
|
46.12
|
|
|
$
|
45.48
|
|
|
$
|
45.15
|
|
|
$
|
45.10
|
|
|
$
|
44.34
|
|
|
$
|
44.79
|
|
|
$
|
44.88
|
|
|
$
|
43.60
|
|
Lifetime value of a pet (LVP)
|
$
|
603
|
|
|
$
|
591
|
|
|
$
|
591
|
|
|
$
|
570
|
|
|
$
|
567
|
|
|
$
|
591
|
|
|
$
|
580
|
|
|
$
|
602
|
|
Average pet acquisition cost (PAC)
|
$
|
123
|
|
|
$
|
132
|
|
|
$
|
129
|
|
|
$
|
133
|
|
|
$
|
134
|
|
|
$
|
145
|
|
|
$
|
115
|
|
|
$
|
114
|
|
Average monthly retention
|
98.65
|
%
|
|
98.64
|
%
|
|
98.66
|
%
|
|
98.67
|
%
|
|
98.66
|
%
|
|
98.69
|
%
|
|
98.67
|
%
|
|
98.65
|
%
|
||||||||
Adjusted EBITDA (in thousands)
|
$
|
(1,066
|
)
|
|
$
|
(1,588
|
)
|
|
$
|
(3,211
|
)
|
|
$
|
(3,165
|
)
|
|
$
|
(3,333
|
)
|
|
$
|
(2,903
|
)
|
|
$
|
(2,908
|
)
|
|
$
|
(2,459
|
)
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Mar. 31, 2016
|
|
Dec. 31, 2015
|
|
Sept. 30, 2015
|
|
Jun. 30, 2015
|
|
Mar. 31, 2015
|
|
Dec. 31, 2014
|
|
Sept. 30, 2014
|
|
Jun. 30, 2014
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Revenue
|
$
|
42,699
|
|
|
40,201
|
|
|
$
|
37,865
|
|
|
$
|
35,587
|
|
|
$
|
33,310
|
|
|
$
|
31,868
|
|
|
$
|
30,312
|
|
|
$
|
28,090
|
|
|
Excluding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other business revenue
|
(3,556
|
)
|
|
(3,479
|
)
|
|
(3,445
|
)
|
|
(3,379
|
)
|
|
(3,254
|
)
|
|
(3,251
|
)
|
|
(3,200
|
)
|
|
(3,178
|
)
|
||||||||
Change in deferred revenue
|
421
|
|
|
378
|
|
|
423
|
|
|
321
|
|
|
328
|
|
|
247
|
|
|
385
|
|
|
84
|
|
||||||||
Sign-up fee revenue
|
(527
|
)
|
|
(506
|
)
|
|
(542
|
)
|
|
(451
|
)
|
|
(484
|
)
|
|
(363
|
)
|
|
(425
|
)
|
|
(407
|
)
|
||||||||
Adjusted revenue
|
$
|
39,037
|
|
|
$
|
36,594
|
|
|
$
|
34,301
|
|
|
$
|
32,078
|
|
|
$
|
29,900
|
|
|
$
|
28,501
|
|
|
$
|
27,072
|
|
|
$
|
24,589
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Mar. 31, 2016
|
|
Dec. 31, 2015
|
|
Sept. 30, 2015
|
|
Jun. 30, 2015
|
|
Mar. 31, 2015
|
|
Dec. 31, 2014
|
|
Sept. 30, 2014
|
|
Jun. 30, 2014
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Sales and marketing expense
|
$
|
3,840
|
|
|
$
|
3,919
|
|
|
$
|
4,128
|
|
|
$
|
3,533
|
|
|
$
|
3,651
|
|
|
$
|
3,218
|
|
|
$
|
2,934
|
|
|
$
|
2,810
|
|
Excluding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Stock-based compensation expense
|
(82
|
)
|
|
(104
|
)
|
|
(102
|
)
|
|
(110
|
)
|
|
(130
|
)
|
|
(147
|
)
|
|
(115
|
)
|
|
(144
|
)
|
||||||||
Acquisition cost
|
3,758
|
|
|
3,815
|
|
|
4,026
|
|
|
3,423
|
|
|
3,521
|
|
|
3,071
|
|
|
2,819
|
|
|
2,666
|
|
||||||||
Net of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sign-up fee revenue
|
(527
|
)
|
|
(506
|
)
|
|
(542
|
)
|
|
(451
|
)
|
|
(484
|
)
|
|
(363
|
)
|
|
(425
|
)
|
|
(407
|
)
|
||||||||
Other business segment sales and marketing expense
|
(38
|
)
|
|
(8
|
)
|
|
(16
|
)
|
|
(30
|
)
|
|
(26
|
)
|
|
(30
|
)
|
|
(22
|
)
|
|
(28
|
)
|
||||||||
Acquisition cost
|
$
|
3,193
|
|
|
$
|
3,301
|
|
|
$
|
3,468
|
|
|
$
|
2,942
|
|
|
$
|
3,011
|
|
|
$
|
2,678
|
|
|
$
|
2,372
|
|
|
$
|
2,231
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Mar. 31, 2016
|
|
Dec. 31, 2015
|
|
Sept. 30, 2015
|
|
Jun. 30, 2015
|
|
Mar. 31, 2015
|
|
Dec. 31, 2014
|
|
Sept. 30, 2014
|
|
Jun. 30, 2014
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Net loss
|
$
|
(2,572
|
)
|
|
(3,001
|
)
|
|
$
|
(4,643
|
)
|
|
$
|
(4,625
|
)
|
|
$
|
(4,936
|
)
|
|
$
|
(4,276
|
)
|
|
$
|
(8,509
|
)
|
|
$
|
(3,479
|
)
|
|
Excluding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Stock-based compensation expense
|
696
|
|
|
653
|
|
|
749
|
|
|
897
|
|
|
703
|
|
|
890
|
|
|
2,001
|
|
|
626
|
|
||||||||
Depreciation and amortization expense
|
785
|
|
|
741
|
|
|
672
|
|
|
563
|
|
|
566
|
|
|
441
|
|
|
505
|
|
|
419
|
|
||||||||
Interest income
|
(23
|
)
|
|
(19
|
)
|
|
(19
|
)
|
|
(18
|
)
|
|
(19
|
)
|
|
(18
|
)
|
|
(20
|
)
|
|
(18
|
)
|
||||||||
Interest expense
|
30
|
|
|
26
|
|
|
14
|
|
|
40
|
|
|
245
|
|
|
103
|
|
|
5,155
|
|
|
726
|
|
||||||||
Change in fair value of warrant liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,054
|
)
|
|
(740
|
)
|
||||||||
Income tax expense (benefit)
|
14
|
|
|
12
|
|
|
16
|
|
|
(22
|
)
|
|
108
|
|
|
(43
|
)
|
|
14
|
|
|
7
|
|
||||||||
Loss from equity method investments
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Adjusted EBITDA
|
$
|
(1,066
|
)
|
|
$
|
(1,588
|
)
|
|
$
|
(3,211
|
)
|
|
$
|
(3,165
|
)
|
|
$
|
(3,333
|
)
|
|
$
|
(2,903
|
)
|
|
$
|
(2,908
|
)
|
|
$
|
(2,459
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Consolidated Statement of Operations Data:
|
|
|
|
||||
Revenue:
|
|
|
|
||||
Subscription business
|
$
|
39,143
|
|
|
$
|
30,056
|
|
Other business
|
3,556
|
|
|
3,254
|
|
||
Total revenue
|
42,699
|
|
|
33,310
|
|
||
Cost of revenue:
|
|
|
|
||||
Subscription business
(1)
|
32,203
|
|
|
24,766
|
|
||
Other business
|
3,192
|
|
|
2,962
|
|
||
Total cost of revenue
|
35,395
|
|
|
27,728
|
|
||
Gross profit:
|
|
|
|
||||
Subscription business
|
6,940
|
|
|
5,290
|
|
||
Other business
|
364
|
|
|
292
|
|
||
Total gross profit
|
7,304
|
|
|
5,582
|
|
||
Operating expenses:
|
|
|
|
||||
Sales and marketing
(1)
|
3,840
|
|
|
3,651
|
|
||
Technology and development
(1)
|
2,287
|
|
|
2,798
|
|
||
General and administrative
(1)
|
3,722
|
|
|
3,697
|
|
||
Total operating expenses
|
9,849
|
|
|
10,146
|
|
||
Operating loss
|
(2,545
|
)
|
|
(4,564
|
)
|
||
Interest expense
|
30
|
|
|
245
|
|
||
Other (income) expense, net
|
(17
|
)
|
|
19
|
|
||
Loss before income taxes
|
(2,558
|
)
|
|
(4,828
|
)
|
||
Income tax expense
|
14
|
|
|
108
|
|
||
Net loss
|
$
|
(2,572
|
)
|
|
$
|
(4,936
|
)
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Cost of revenue
|
$
|
66
|
|
|
$
|
69
|
|
Sales and marketing
|
82
|
|
|
130
|
|
||
Technology and development
|
55
|
|
|
121
|
|
||
General and administrative
|
493
|
|
|
383
|
|
||
Total stock-based compensation expense
|
$
|
696
|
|
|
$
|
703
|
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
|
(as a % of revenue)
|
||||
Revenue
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
83
|
|
|
83
|
|
Gross profit
|
17
|
|
|
17
|
|
Operating expenses:
|
|
|
|
||
Sales and marketing
|
9
|
|
|
11
|
|
Technology and development
|
5
|
|
|
8
|
|
General and administrative
|
9
|
|
|
11
|
|
Total operating expenses
|
23
|
|
|
30
|
|
Operating loss
|
(6
|
)
|
|
(14
|
)
|
Interest expense
|
—
|
|
|
1
|
|
Other (income) expense, net
|
—
|
|
|
—
|
|
Loss before income taxes
|
(6
|
)
|
|
(14
|
)
|
Income tax expense (benefit)
|
—
|
|
|
—
|
|
Net loss
|
(6
|
)%
|
|
(15
|
)%
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
|
(as a % of subscription revenue)
|
||||
Subscription business revenue
|
100
|
%
|
|
100
|
%
|
Subscription business cost of revenue
|
82
|
|
|
82
|
|
Subscription business gross profit
|
18
|
%
|
|
18
|
%
|
|
Three Months Ended March 31,
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(in thousands, except percentages, pet and per pet data)
|
|||||||||
Revenue:
|
|
|
|
|
|
|||||
Subscription business
|
$
|
39,143
|
|
|
$
|
30,056
|
|
|
30
|
%
|
Other business
|
3,556
|
|
|
3,254
|
|
|
9
|
|
||
Total revenue
|
$
|
42,699
|
|
|
$
|
33,310
|
|
|
28
|
|
Percentage of Revenue by Segment:
|
|
|
|
|
|
|
||||
Subscription business
|
92
|
%
|
|
90
|
%
|
|
|
|
||
Other business
|
8
|
|
|
10
|
|
|
|
|
||
Total revenue
|
100
|
%
|
|
100
|
%
|
|
|
|
||
Subscription Business:
|
|
|
|
|
|
|
||||
Total pets enrolled (at period end)
|
307,298
|
|
|
246,106
|
|
|
25
|
|
||
Subscription pets enrolled (at period end)
|
287,123
|
|
|
228,409
|
|
|
26
|
|
||
Monthly adjusted revenue per pet
|
$
|
46.12
|
|
|
$
|
44.34
|
|
|
4
|
|
Average monthly retention
|
98.65
|
%
|
|
98.66
|
%
|
|
|
|
Three Months Ended March 31,
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(in thousands, except percentages and pet data)
|
|||||||||
Cost of Revenue:
|
|
|
|
|
|
|||||
Subscription business:
|
|
|
|
|
|
|||||
Claims expenses
|
$
|
28,510
|
|
|
$
|
21,502
|
|
|
33
|
%
|
Other cost of revenue
|
3,693
|
|
|
3,264
|
|
|
13
|
|
||
Total cost of revenue
|
32,203
|
|
|
24,766
|
|
|
30
|
|
||
Gross profit
|
6,940
|
|
|
5,290
|
|
|
31
|
|
||
Other business:
|
|
|
|
|
|
|
||||
Claims expenses
|
2,094
|
|
|
1,849
|
|
|
13
|
|
||
Other cost of revenue
|
1,098
|
|
|
1,113
|
|
|
(1
|
)
|
||
Total cost of revenue
|
3,192
|
|
|
2,962
|
|
|
8
|
|
||
Gross profit
|
364
|
|
|
292
|
|
|
25
|
|
||
Total pets enrolled (at period end)
|
307,298
|
|
|
246,106
|
|
|
25
|
|
||
Total subscription pets enrolled (at period end)
|
287,123
|
|
|
228,409
|
|
|
26
|
|
||
Percentage of Revenue by Segment:
|
|
|
|
|
|
|||||
Subscription business:
|
|
|
|
|
|
|||||
Claims expenses
|
73
|
%
|
|
72
|
%
|
|
|
|||
Other cost of revenue
|
9
|
|
|
11
|
|
|
|
|||
Total cost of revenue
|
82
|
|
|
82
|
|
|
|
|||
Gross profit
|
18
|
|
|
18
|
|
|
|
|||
Other business:
|
|
|
|
|
|
|||||
Claims expenses
|
59
|
|
|
57
|
|
|
|
|||
Other cost of revenue
|
31
|
|
|
34
|
|
|
|
|||
Total cost of revenue
|
90
|
|
|
91
|
|
|
|
|||
Gross profit
|
10
|
|
|
9
|
|
|
|
|
Three Months Ended March 31,
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(in thousands, except percentages and pet and per pet data)
|
|||||||||
Sales and marketing
|
$
|
3,840
|
|
|
$
|
3,651
|
|
|
5
|
%
|
Percentage of total revenue
|
9
|
%
|
|
11
|
%
|
|
|
|||
|
|
|
|
|
|
|||||
Subscription Business:
|
|
|
|
|
|
|||||
Total subscription pets enrolled (at period end)
|
287,123
|
|
|
228,409
|
|
|
26
|
|
||
Average pet acquisition cost (PAC)
|
$
|
123
|
|
|
$
|
134
|
|
|
(8
|
)
|
Lifetime Value of Pet (LVP)
|
$
|
603
|
|
|
$
|
567
|
|
|
6
|
|
|
Three Months Ended March 31,
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(in thousands, except percentages)
|
|||||||||
Technology and development
|
$
|
2,287
|
|
|
$
|
2,798
|
|
|
(18
|
)%
|
Percentage of total revenue
|
5
|
%
|
|
8
|
%
|
|
|
|
Three Months Ended March 31,
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(in thousands, except percentages)
|
|||||||||
General and administrative
|
$
|
3,722
|
|
|
$
|
3,697
|
|
|
1
|
%
|
Percentage of total revenue
|
9
|
%
|
|
11
|
%
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Interest expense
|
|
$
|
30
|
|
|
$
|
245
|
|
Other (income) expense, net
|
|
(17
|
)
|
|
19
|
|
||
Total other expense, net
|
|
$
|
13
|
|
|
$
|
264
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net cash used in operating activities
|
$
|
(1,298
|
)
|
|
$
|
(4,908
|
)
|
Net cash used in investing activities
|
(946
|
)
|
|
(551
|
)
|
||
Net cash provided by (used in) financing activities
|
1,473
|
|
|
(14,917
|
)
|
||
Effect of exchange rates on cash
|
341
|
|
|
(228
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(430
|
)
|
|
$
|
(20,604
|
)
|
|
|
Total
|
|
Less than 1 year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 years
|
||||||||||
Long-term debt obligations
|
|
$
|
968
|
|
|
$
|
—
|
|
|
$
|
968
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
|
|
21,803
|
|
|
1,514
|
|
|
3,579
|
|
|
4,215
|
|
|
12,495
|
|
|||||
Strategic marketing and service provider agreements
|
|
1,598
|
|
|
1,392
|
|
|
101
|
|
|
101
|
|
|
4
|
|
|||||
Other
|
|
2,105
|
|
|
937
|
|
|
870
|
|
|
298
|
|
|
—
|
|
•
|
the continued positive market presence, reputation and growth of our company and of the referral sources;
|
•
|
the effectiveness of referral sources;
|
•
|
the decision of any such referral source to support one or more 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 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;
|
•
|
our ability to implement or maintain any marketing programs, including trial certificates, in any jurisdiction; 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;
|
•
|
maintain positive relationships with and 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 and by recruiting, integrating and retaining skilled and experienced claims personnel who can appropriately and efficiently adjudicate member claims;
|
•
|
generate new and maintain existing relationships and programs in our other business segment;
|
•
|
recruit, integrate and retain skilled, qualified and experienced sales department professionals who can demonstrate our value proposition to new and existing members;
|
•
|
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, including on our website or with our contact center or claims department;
|
•
|
regulatory requirements, including those that make the experience on our website cumbersome or difficult to navigate or that hinder our call center or claims department’s ability to speak with potential members quickly and in a way that is conducive to converting leads, enrolling new pets, and/or resolving member concerns;
|
•
|
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 and viability 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 of our claims administration process;
|
•
|
actions of our competitors, Territory Partners, veterinarians and other referral sources;
|
•
|
positive or negative publicity, including regulatory pronouncements and material on the Internet or social media;
|
•
|
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 recommend our medical plan;
|
•
|
the timing, volume and severity of our claims and the adequacy of our claims reserve;
|
•
|
our ability to accurately price our medical plans;
|
•
|
regulatory limitations or other constraints on our ability or our willingness to implement pricing changes;
|
•
|
the level of demand for and the cost of our medical plan subscriptions or those of our competitors;
|
•
|
fluctuations in applicable foreign currency exchange rates;
|
•
|
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 scope and efficiency of our Territory Partner network;
|
•
|
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; and
|
•
|
changes in government regulation affecting our business.
|
•
|
we may be unable to maintain or secure favorable relationships with strategic partners;
|
•
|
our strategic partners may not be successful in creating leads;
|
•
|
our strategic partners could terminate their relationships with us;
|
•
|
we may not experience a consistent correlation between revenues and expenditures related to the partnership, and
|
•
|
bad publicity and other issues faced by our strategic partners could negatively impact us.
|
•
|
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, employment, consumer and data protection laws;
|
•
|
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 that we provide to the public and industry and financial analysts related to future revenue and profitability, 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;
|
•
|
the number of shares of our stock trading on a regular basis; 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.
|
|
|
|
|
|
TRUPANION, INC.
|
|
|
|
Date: May 5, 2016
|
|
/s/ Darryl Rawlings
|
|
|
Darryl Rawlings
Chief Executive Officer and President
(Principal Executive Officer)
|
|
|
|
Date: May 5, 2016
|
|
/s/ Michael Banks
|
|
|
Michael Banks
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
Exhibit
|
|
|
|
Filed/Furnished
|
Number
|
|
Exhibit Description
|
|
Herewith
|
|
|
|
|
|
10.1
|
|
Ninth Amendment to Amended and Restated Loan and Security Agreement entered into as of March 17, 2016 between Square One Bank and Trupanion, Inc.
|
|
X
|
|
|
|
|
|
10.2
|
|
First Amendment to Consulting Agreement, dated January 1, 2016, by and between the Registrant and Howard Rubin.
|
|
X
|
|
|
|
|
|
10.3
|
|
Amended Employment Agreement, dated March 5, 2015, by and between the Registrant and Tim Graff.
|
|
X
|
|
|
|
|
|
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.
|
Reporting Period Ending
|
Revenue
|
||
January 31, 2016
|
$12,750,000
|
||
February 29, 2016
|
$12,100,000
|
||
March 31, 2016
|
$11,520,000
|
||
April 30, 2016
|
$11,780,000
|
||
May 31, 2016
|
$12,090,000
|
||
June 30, 2016
|
$12,390,000
|
||
July 31, 2016
|
$12,730,000
|
||
August 31, 2016
|
$13,090,000
|
||
September 30, 2016
|
$13,450,000
|
||
October 31, 2016
|
$13,810,000
|
||
November 30, 2016
|
$14, 150,000
|
||
December 31, 2016
|
$14,500,000
|
||
January 31, 2017
|
$14,990,000
|
||
February 28, 2017
|
$15,510,000
|
||
March 31, 2017
|
$16,110,000
|
||
April 30, 2017
|
$16,630,000
|
||
May 31, 2017
|
$17, 190,000
|
||
June 30, 2017
|
$17,440,000
|
||
July 31, 2017
|
$18,380,000
|
Reporting Period Ending
|
Maximum EBITDA Loss
|
|
January 31 , 2016
|
$(2,410,000)
|
|
February 29, 2016
|
$(3,230,000)
|
|
March 31, 2016
|
$(2,920,000)
|
|
April 30, 2016
|
$(2,940,000)
|
|
May 31, 2016
|
$(2,990,000)
|
|
June 30, 2016
|
$(2,790,000)
|
|
July 31, 2016
|
$(2,730,000)
|
|
August 31, 2016
|
($2,730,000)
|
|
September 30, 2016
|
($2, 190,000)
|
|
October 31, 2016
|
$(1,760,000)
|
|
November 30, 2016
|
$(960,000)
|
|
December 31, 2016
|
$(650,000)
|
|
January 31, 2017
|
$(1,090,000)
|
|
February 28, 2017
|
$(1,100,000)
|
|
March 31, 2017
|
$(2,030,000)
|
|
April 30, 2017
|
$(1,630,000)
|
|
May 31, 2017
|
$(2,610,000)
|
|
June 30, 2017
|
$(2,330,000)
|
|
July 31, 2017
|
$(1,910,000)
|
1.
|
Amendment to Agreement
. Notwithstanding anything in the Original Agreement to the contrary, the undersigned parties agree that, during 2016:
|
a.
|
The Fees payable will be as follows:
|
i.
|
January: $10,000
|
ii.
|
February: $10,00
|
iii.
|
March: $10,000
|
iv.
|
April: $0
|
v.
|
May: $0
|
vi.
|
June: $0
|
vii.
|
July: $10,000
|
viii.
|
August: $10,000
|
ix.
|
September: $10,000
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x.
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October: $10,000
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xi.
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November: $10,000
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xii.
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December: $10,000
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b.
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You will provide no fewer than 20 Project Days, as You and the Company reasonably and mutually determine appropriate.
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2.
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Severability
. Any term or provision of this Amendment that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of the Agreement, as modified by this Amendment, or affecting the validity or enforceability of any of the terms or provisions of the Agreement, as modified by this Amendment, in any other jurisdiction. If any provision of the Agreement, as modified by this Amendment, is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.
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3.
|
Amendment
. The terms and conditions of this Amendment may be amended or waived only in writing executed by duly authorized representatives of the Parties.
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4.
|
Counterparts
. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
|
•
|
For work performed during the remainder of 2014 from August 1, 2014 to December 31, 2014 your bonus will be prorated and is based on a target of 40% of the $175,000 base salary. The company intends this bonus will be paid out in the value equivalent to a cash bonus but in the form of unrestricted stock on or about February 15, 2015, subject to the approval of the Board of Directors of Trupanion, Inc., or the compensation committee thereof, as applicable, based on the achievement of (a) corporate performance goals and (b) individual performance objectives as follows: 50% based on corporate performance objectives and 50% based on individual performance objectives to be set by the CEO.
|
•
|
A relocation reimbursement of up to $15,000 (must submit receipts and be used within the first 3 months of 2015).
|
•
|
4 weeks (20 days) of vacation per year, on a pro-rata basis.
|
•
|
One insured pet with Trupanion.
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1.
|
I have reviewed this quarterly report on Form 10-Q of Trupanion, Inc.;
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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;
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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:
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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 March 31, 2016, 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 March 31, 2016, 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.
|