Document

Today, in a separate release, the Company announced that its board of directors has unanimously approved the appointment of Margi Tooth to the position of Chief Executive Officer, effective August 1, 2024. Tooth's appointment to CEO marks the culmination of a multi-year, board-led process. Tooth will also continue as President and is anticipated to be appointed to Trupanion's Board of Directors during the board's July meeting. Trupanion's founder and outgoing CEO Darryl Rawlings will continue to serve in the role of Chairman of the Board, and will also enter into a consulting agreement to provide services related to the development of the Company's food initiative under the direction of Ms. Tooth.

Trupanion’s management will host a conference call today to review its first quarter 2024 results. The call is scheduled to begin shortly after 1:30 p.m. PT/ 4:30 p.m. ET. A live webcast will be accessible through the Investor Relations section of Trupanion’s website at https://investors.trupanion.com/ and will be archived online for 3 months upon completion of the conference call. Participants can access the conference call by dialing 1-877-300-8521 (United States) or 1-412-317-6026 (International). A telephonic replay of the call will also be available after the completion of the call, by dialing 1-844-512-2921 (United States) or 1-412-317-6671 (International) and entering the replay pin number: 10187795.

Trupanion is the leading provider of medical insurance for over 1,000,000 cats and dogs throughout the United States, Canada, Europe, Puerto Rico and Australia. For over two decades, Trupanion has given pet owners peace of mind so they can focus on their pet's recovery, not financial stress. Trupanion is committed to providing pet owners with the highest value in pet medical insurance with unlimited payouts for the life of their pets. With its patented process, Trupanion is the only North American provider with the technology to pay veterinarians directly in seconds at the time of checkout. Trupanion is listed on NASDAQ under the symbol "TRUP". The company was founded in 2000 and is headquartered in Seattle, WA. Trupanion policies are issued, in the United States, by its wholly-owned insurance entity American Pet Insurance Company and, in Canada, by Accelerant Insurance Company of Canada. Trupanion Australia is a partnership between Trupanion and Hollard Insurance Company. For more information, please visit trupanion.com.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to, among other things, expectations, plans, prospects and financial results for Trupanion, including, but not limited to, its expectations regarding its ability to continue to grow its enrollments and revenue, its ability to remediate the material weaknesses in internal control over financial reporting and the timing thereof, and otherwise execute its business plan, and the Company's announced CEO succession efforts. These forward-looking statements are based upon the current expectations and beliefs of Trupanion’s management as of the date of this press release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements made in this press release are based on information available to Trupanion as of the date hereof, and Trupanion has no obligation to update these forward-looking statements.

In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: the ability to achieve or maintain profitability and/or appropriate levels of cash flow in future periods; the ability to keep growing our membership base and revenue; the accuracy of assumptions used in determining appropriate member acquisition expenditures; the severity and frequency of claims; the ability to maintain high retention rates; the accuracy of assumptions used in pricing medical plan subscriptions and the ability to accurately estimate the impact of new products or offerings on claims frequency; actual claims expense exceeding estimates; regulatory and other constraints on the ability to institute, or the decision to otherwise delay, pricing modifications in response to changes in actual or estimated claims expense; the effectiveness and statutory or regulatory compliance of our Territory Partner model and of our Territory Partners, veterinarians and other third parties in recommending medical plan subscriptions to potential members; the ability to retain existing Territory Partners and increase the number of Territory Partners and active hospitals; compliance by us and those referring us members with laws and regulations that apply to our business, including the sale of a pet medical plan; the ability to maintain the security of our data; fluctuations in the Canadian currency exchange rate; the ability to protect our proprietary and member information; the ability to maintain our culture and team; the ability to maintain the requisite amount of risk-based capital; our ability to implement and maintain effective controls, including to remediate material weaknesses in internal controls over financial reporting; the ability to protect and enforce Trupanion’s intellectual property rights; the ability to successfully implement our alliance with Aflac; the ability to continue key contractual relationships with third parties; third-party claims including litigation and regulatory actions; the ability to recognize benefits from investments in new solutions and enhancements to Trupanion’s technology platform and website; our ability to retain key personnel; deliberations and determinations by the Trupanion board based on the future performance of the company or otherwise; or earlier changes in the employment status or role of Ms. Tooth or Mr. Rawlings in advance of the anticipated August 1, 2024 effective date of changes described herein.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the Securities and Exchange Commission (SEC), including but not limited to, Trupanion’s Annual Report on Form 10-K for the year ended December 31, 2023 and any subsequently filed reports on Forms 10-Q, 10-K and 8-K. All documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system at https://www.sec.gov or the Investor Relations section of Trupanion’s website at https://investors.trupanion.com.

Trupanion’s stated results may include certain non-GAAP financial measures. These non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in its industry as other companies in its industry may calculate or use non-GAAP financial measures differently. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact on Trupanion’s reported financial results. The presentation and utilization of non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Trupanion urges its investors to review the reconciliation of its non-GAAP financial measures to the most directly comparable GAAP financial measures in its consolidated financial statements, and not to rely on any single financial or operating measure to evaluate its business. These reconciliations are included below and on Trupanion’s Investor Relations website.

Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash expenses, Trupanion believes that providing various non-GAAP financial measures that exclude stock-based compensation expense and depreciation and amortization expense allows for more meaningful comparisons between its operating results from period to period. Trupanion offsets new pet acquisition expense with sign-up fee revenue in the calculation of net acquisition cost because it collects sign-up fee revenue from new members at the time of enrollment and considers it to be an offset to a portion of Trupanion’s new pet acquisition expense. Trupanion believes this allows it to calculate and present financial measures in a consistent manner across periods. Trupanion’s management believes that the non-GAAP financial measures and the related financial measures derived from them are important tools for financial and operational decision-making and for evaluating operating results over different periods of time.


Trupanion, Inc. Condensed Consolidated Statements of Operations (in thousands, except share data)
	Three Months Ended March 31,
			2024		2023
		(unaudited)
Revenue:
Subscription business			$	201,134	$	165,210
Other business			104,987		91,119
Total revenue			306,121		256,329
Cost of revenue:
Subscription business(1)			172,132		146,091
Other business			97,762		83,892
Total cost of revenue(2)			269,894		229,983
Operating expenses:
Technology and development(1)			6,960		4,900
General and administrative(1)			14,673		21,017
New pet acquisition expense(1)			16,843		21,642
Depreciation and amortization			3,785		3,202
Total operating expenses			42,261		50,761
Loss from investment in joint venture			(103)		(71)
Operating loss			(6,137)		(24,486)
Interest expense			3,596		2,387
Other income, net			(2,843)		(1,902)
Loss before income taxes			(6,890)		(24,971)
Income tax benefit			(38)		(191)
Net loss			$	(6,852)	$	(24,780)

Net loss per share:
Basic and diluted			$	(0.16)	$	(0.60)

Weighted average shares of common stock outstanding:
Basic and diluted			41,917,094		41,107,889


(1)Includes stock-based compensation expense as follows:	Three Months Ended March 31,

			2024		2023
Cost of revenue			$	1,390	$	1,318
Technology and development			1,254		708
General and administrative			3,449		8,219
New pet acquisition expense			2,059		2,086
Total stock-based compensation expense			$	8,152	$	12,331

(2)The breakout of cost of revenue between veterinary invoice expense and other cost of revenue is as follows:
	Three Months Ended March 31,
			2024		2023
Veterinary invoice expense			$	233,569	$	194,137
Other cost of revenue			36,325		35,846
Total cost of revenue			$	269,894	$	229,983


Trupanion, Inc. Condensed Consolidated Balance Sheets (in thousands, except share data)
	March 31, 2024		December 31, 2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	146,455	$	147,501
Short-term investments	128,734		129,667
Accounts and other receivables, net of allowance for doubtful accounts of $1,093 at March 31, 2024 and $1,085 at December 31, 2023	278,492		267,899
Prepaid expenses and other assets	17,084		17,022
Total current assets	570,765		562,089
Restricted cash	23,106		22,963
Long-term investments	13,007		12,866
Property, equipment and internal-use software, net	104,365		103,650
Intangible assets, net	17,221		18,745
Other long-term assets	18,013		18,922
Goodwill	42,983		43,713
Total assets	$	789,460	$	782,948
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	8,348	$	10,505
Accrued liabilities and other current liabilities	30,473		34,052
Reserve for veterinary invoices	62,275		63,238
Deferred revenue	249,135		235,329
Long-term debt - current portion	1,350		1,350
Total current liabilities	351,581		344,474
Long-term debt	127,482		127,580
Deferred tax liabilities	2,399		2,685
Other liabilities	4,627		4,487
Total liabilities	486,089		479,226
Stockholders’ equity:
Common stock: $0.00001 par value per share, 100,000,000 shares authorized; 43,032,805 and 42,004,619 issued and outstanding at March 31, 2024; 42,887,052 and 41,858,866 shares issued and outstanding at December 31, 2023	—		—
Preferred stock: $0.00001 par value per share, 10,000,000 shares authorized; no shares issued and outstanding	—		—
Additional paid-in capital	544,593		536,108
Accumulated other comprehensive loss	(1,581)		403
Accumulated deficit	(223,107)		(216,255)
Treasury stock, at cost: 1,028,186 shares at March 31, 2024 and December 31, 2023	(16,534)		(16,534)
Total stockholders’ equity	303,371		303,722
Total liabilities and stockholders’ equity	$	789,460	$	782,948


Trupanion, Inc. Condensed Consolidated Statements of Cash Flows (in thousands)
	Three Months Ended March 31,
		2024		2023
		(unaudited)
Operating activities
Net loss		$	(6,852)	$	(24,780)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization		3,785		3,202
Stock-based compensation expense		8,152		12,331
Other, net		(202)		(397)
Changes in operating assets and liabilities:
Accounts and other receivables		(10,718)		(15,847)
Prepaid expenses and other assets		287		(3,765)
Accounts payable, accrued liabilities, and other liabilities		(5,131)		(5,148)
Reserve for veterinary invoices		(885)		4,606
Deferred revenue		13,998		22,936
Net cash provided by (used in) operating activities		2,434		(6,862)
Investing activities
Purchases of investment securities		(19,193)		(34,795)
Maturities and sales of investment securities		19,005		73,793


Purchases of property, equipment, and internal-use software		(3,065)		(5,184)


Other		516		100
Net cash provided by (used in) investing activities		(2,737)		33,914
Financing activities
Proceeds from debt financing, net of financing fees		—		35,130
Repayment of debt financing		(338)		(607)
Repurchases of common stock		—		—
Proceeds from exercise of stock options		372		140
Shares withheld to satisfy tax withholding		(245)		(853)
Other		(75)		—

Net cash provided by (used in) financing activities		(286)		33,810
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash, net		(313)		260
Net change in cash, cash equivalents, and restricted cash		(902)		61,122
Cash, cash equivalents, and restricted cash at beginning of period		170,464		84,637
Cash, cash equivalents, and restricted cash at end of period		$	169,562	$	145,759


The following table sets forth our key operating metrics.













	Three Months Ended
	Mar. 31, 2024			Dec. 31, 2023			Sept. 30, 2023			Jun. 30, 2023			Mar. 31, 2023			Dec. 31, 2022			Sep. 30, 2022			Jun. 30, 2022
Total Business:
Total pets enrolled (at period end)	1,708,017			1,714,473			1,712,177			1,679,659			1,616,865			1,537,573			1,439,605			1,348,145
Subscription Business:
Total subscription pets enrolled (at period end)	1,006,168			991,426			969,322			943,958			906,369			869,862			808,077			770,318
Monthly average revenue per pet	$	69.79		$	67.07		$	65.82		$	64.41		$	63.58		$	63.11		$	63.80		$	64.26
Lifetime value of a pet, including fixed expenses	$	428		$	419		$	428		$	470		$	541		$	641		$	673		$	713
Average pet acquisition cost (PAC)	$	207		$	217		$	212		$	236		$	247		$	283		$	268		$	309
Average monthly retention	98.41		%	98.49		%	98.55		%	98.61		%	98.65		%	98.69		%	98.71		%	98.74		%


The following tables reflect the reconciliation between GAAP and non-GAAP measures (in thousands except percentages):
	Three Months ended March 31,
		2024			2023
Veterinary invoice expense		$	233,569		$	194,137
Less:
Stock-based compensation expense(1)		(862)			(839)
Other business cost of paying veterinary invoices(4)		(81,213)			(65,149)
Subscription cost of paying veterinary invoices (non-GAAP)		$	151,494		$	128,149
% of subscription revenue		75.3		%	77.6		%

Other cost of revenue		$	36,325		$	35,846
Less:
Stock-based compensation expense(1)		(420)			(448)
Other business variable expenses(4)		(16,498)			(18,743)
Subscription variable expenses (non-GAAP)		$	19,407		$	16,655
% of subscription revenue		9.6		%	10.1		%

Technology and development expense		$	6,960		$	4,900
General and administrative expense		14,673			21,017
Less:
Stock-based compensation expense(1)		(4,258)			(8,821)
Non-recurring transaction or restructuring expenses(2)		—			(4,102)
Development expenses(3)		(1,178)			(898)
Fixed expenses (non-GAAP)		$	16,197		$	12,096
% of total revenue		5.3		%	4.7		%

New pet acquisition expense		$	16,843		$	21,642
Less:
Stock-based compensation expense(1)		(1,857)			(2,032)
Other business pet acquisition expense(4)		(13)			(51)
Subscription acquisition cost (non-GAAP)		$	14,973		$	19,559
% of subscription revenue		7.4		%	11.8		%

1Trupanion employees may elect to take restricted stock units in lieu of cash payment for their bonuses. We account for such expense as stock-based compensation according to GAAP, but we do not include it in any non-GAAP adjustments. Stock-based compensation associated with bonuses was approximately $0.8 million for the three ended March 31, 2024, respectively.
2Consists of business acquisition transaction expenses, severance and legal costs due to certain officers' departures, and a $3.8 million non-recurring settlement of accounts receivable in the first quarter of 2023 related to uncollected premiums in connection with the transition of underwriting a third-party business to other insurers.
3 Consists of costs related to product exploration and development that are pre-revenue and historically have been insignificant.
4 Excluding the portion of stock-based compensation expense attributable to the other business segment.


The following tables reflect the reconciliation of GAAP measures to non-GAAP measures (in thousands, except percentages):
	Three Months Ended March 31,
		2024		2023
Operating Income		$	(6,138)	$	(24,485)
Non-GAAP expense adjustments
Acquisition cost		14,985		19,611
Stock-based compensation expense(1)		7,398		12,140
Development expenses(3)		1,179		898
Depreciation and amortization		3,785		3,202
Non-recurring transaction or restructuring expenses(2)		—		4,102
Gain (loss) from investment in joint venture		(103)		(71)
Total adjusted operating income (non-GAAP)		$	21,312	$	15,538

Subscription Business:
Subscription operating income		$	(4,525)	$	(21,240)
Non-GAAP expense adjustments
Acquisition cost		14,973		19,560
Stock-based compensation expense(1)		5,882		9,004
Development expenses(3)		774		579
Depreciation and amortization		2,487		2,064
Non-recurring transaction or restructuring expenses(2)		—		2,644
Subscription adjusted operating income (non-GAAP)		$	19,591	$	12,610

Other Business:
Other business operating income		$	(1,510)	$	(3,174)
Non-GAAP expense adjustments
Acquisition cost		12		51
Stock-based compensation expense(1)		1,516		3,136
Development expenses(3)		404		319
Depreciation and amortization		1,298		1,138
Non-recurring transaction or restructuring expenses(2)		—		1,458
Other business adjusted operating income (non-GAAP)		$	1,721	$	2,928

(1) Trupanion employees may elect to take restricted stock units in lieu of cash payment for their bonuses. We account for such expense as stock-based compensation in accordance with GAAP, but we do not include it in any non-GAAP adjustments. Stock-based compensation associated with bonuses was approximately $0.8 million for the three months ended March 31, 2024.
(2) Consists of business acquisition transaction expenses, severance and legal costs due to certain executive departures, and a $3.8 million non-recurring settlement of accounts receivable in the first quarter of 2023 related to uncollected premiums in connection with the transition of underwriting a third-party business to other insurers.
(3) As we enter the next phase of our growth, we expect to invest in initiatives that are pre-revenue, including adding new products and international expansion. These development expenses are costs related to product exploration and development that are pre-revenue and historically have been insignificant. We view these activities as uses of our adjusted operating income separate from pet acquisition spend.


The following tables reflect the reconciliation of GAAP measures to non-GAAP measures (in thousands, except percentages):
	Three Months Ended March 31,

		2024			2023
Subscription revenue		$	201,134		$	165,210
Subscription cost of paying veterinary invoices		151,493			128,149
Subscription variable expenses		19,407			16,655
Subscription fixed expenses*		10,642			7,795
Subscription adjusted operating income (non-GAAP)		$	19,591		$	12,610
Other business revenue		$	104,987		$	91,119
Other business cost of paying veterinary invoices		81,213			65,148
Other business variable expenses		16,498			18,743
Other business fixed expenses*		5,555			4,299
Other business adjusted operating income (non-GAAP)		$	1,721		$	2,928
Revenue		$	306,121		$	256,329
Cost of paying veterinary invoices		232,707			193,297
Variable expenses		35,905			35,399
Fixed expenses*		16,197			12,095
Total business adjusted operating income (non-GAAP)		$	21,312		$	15,538

As a percentage of revenue:	Three Months Ended March 31,
		2024			2023
Subscription revenue		100.0		%	100.0		%
Subscription cost of paying veterinary invoices		75.3		%	77.6		%
Subscription variable expenses		9.6		%	10.1		%
Subscription fixed expenses*		5.3		%	4.7		%
Subscription adjusted operating income (non-GAAP)		9.7		%	7.6		%

Other business revenue		100.0		%	100.0		%
Other business cost of paying veterinary invoices		77.4		%	71.5		%
Other business variable expenses		15.7		%	20.6		%
Other business fixed expenses*		5.3		%	4.7		%
Other business adjusted operating income (non-GAAP)		1.6		%	3.2		%

Revenue		100.0		%	100.0		%
Cost of paying veterinary invoices		76.0		%	75.4		%
Variable expenses		11.7		%	13.8		%
Fixed expenses*		5.3		%	4.7		%
Total business adjusted operating income (non-GAAP)		7.0		%	6.1		%

*Fixed expenses represent shared services that support both our subscription and other business segments and, as such, are generally allocated to each segment pro-rata based on revenues.

Adjusted operating income is a non-GAAP financial measure that adjusts operating income (loss) to remove the effect of acquisition cost, development expenses, non-recurring transaction or restructuring expenses, and gain (loss) from investment in joint venture. Non-cash items, such as stock-based compensation expense and depreciation and amortization, are also excluded. Acquisition cost, development expenses, gain (loss) from investment in joint venture, stock-based compensation expense, and depreciation and amortization are expected to remain recurring expenses for the foreseeable future, but are excluded from this metric to measure scale in other areas of the business. Management believes acquisition costs primarily represent the cost to acquire new subscribers and are driven by the amount of growth we choose to pursue based primarily on the amount of our adjusted operating income period over period. Accordingly, this measure is not indicative of our core operating income performance. We also exclude development expenses, gain (loss) from investment in joint venture, stock-based compensation expense, and depreciation and amortization because some investors may not view those items as reflective of our core operating income performance.

Management uses adjusted operating income and the margin on adjusted operating income to understand the effects of scale in its non-acquisition cost and development expenses and to plan future advertising expenditures, which are designed to acquire new pets. Management uses this measure as a principal way of understanding the operating performance of its business exclusive of acquisition cost and new product exploration and development initiatives. Management believes disclosure of this metric provides investors with the same data that the Company employs in assessing its overall operations and that disclosure of this measure may provide useful information regarding the efficiency of our utilization of revenues, return on advertising dollars in the form of new subscribers and future use of available cash to support the continued growth of our business.


The following table reflects the reconciliation of adjusted EBITDA to net loss (in thousands):















	Three Months Ended
	Mar. 31, 2024		Dec. 31, 2023		Sept. 30, 2023		Jun. 30, 2023		Mar. 31, 2023		Dec. 31, 2022		Sep. 30, 2022		Jun. 30, 2022
Net loss	$	(6,852)	$	(2,163)	$	(4,036)	$	(13,714)	$	(24,780)	$	(9,285)	$	(12,914)	$	(13,618)
Excluding:
Stock-based compensation expense	7,398		6,636		6,585		6,503		12,140		8,412		8,306		8,462
Depreciation and amortization expense	3,785		3,029		2,990		3,253		3,202		2,897		2,600		2,707
Interest income	(3,045)		(2,842)		(2,389)		(2,051)		(1,729)		(1,614)		(1,018)		(297)
Interest expense	3,596		3,697		3,053		2,940		2,387		1,587		1,408		1,193
Other non-operating expenses	—		—		—		—		—		—		—		(1)
Income tax expense (benefit)	(38)		130		(43)		(238)		(191)		(15)		496		19
Non-recurring transaction or restructuring expenses	—		—		8		65		4,102		193		179		—
(Gain) loss from equity method investment	—		—		(110)		—		—		—		—		(131)
Adjusted EBITDA	$	4,844	$	8,487	$	6,058	$	(3,242)	$	(4,869)	$	2,175	$	(943)	$	(1,666)