UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission File Number: 001-36537 TRUPANION, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorp ...

Financial Data and Key Metrics Changes - Total revenue for Q2 was $270.6 million, representing a 23% year-over-year increase and exceeding expectations [84] - Adjusted operating income for the quarter was $16.8 million, down 19% from the prior year but up 8% sequentially [88] - Free cash flow improved by $3.9 million sequentially, moving towards a goal of positive free cash flow by Q4 [41][90] Business Line Data and Key Metrics Changes - Subscription revenue was $173.3 million for the quarter, up 19% year-over-year [84] - The average monthly revenue per pet was $64.41, with new pet ARPU in North America at $61.49 [8][9] - The cost to acquire a pet was $236, with a 24% reduction compared to the prior year [18][26] Market Data and Key Metrics Changes - Total subscription pets increased by 23% year-over-year to over 943,000 pets as of June 30, 2023 [56] - The average retention rate across North America's subscription products was 98.61%, slightly down from 98.74% in the prior year [56] - The company added approximately 4,000 new pets in Continental Europe during the quarter [80] Company Strategy and Development Direction - The company is focused on expanding adjusted operating margins, deploying capital efficiently, and returning to free cash flow positive by Q4 2023 [25][44] - A decentralized management approach is being implemented to enhance capital allocation and operational efficiency [5][11] - The company plans to provide more granular reporting on the internal rate of return for new pets, reflecting a shift in strategy towards a more diversified product and market approach [28][76] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about early signs of margin expansion and the effectiveness of pricing actions taken [14][32] - The company is monitoring inflationary pressures and expects to see further margin improvements if these pressures remain consistent [14][125] - Management remains confident in achieving free cash flow positive status by the end of 2023, supported by improved operational efficiencies [41][90] Other Important Information - The company is experiencing a shift in its business model with new products and channels contributing to growth, particularly in Continental Europe [51][50] - Fixed expenses as a percentage of revenue increased to 5.1%, influenced by costs related to new subscription products [58] - Stock-based compensation expense was $6.5 million during the quarter, with expectations to remain around $7 million per quarter for the remainder of the year [89] Q&A Session Summary Question: Update on California rate increases and filing process - Management provided an update on the California rate filing, indicating progress and a collaborative relationship with regulators [21][94] Question: Adjusted operating income target and approvals - Management confirmed that the adjusted operating income target is based on expected approvals and current pricing strategies [68][114] Question: Impact of California rate approval delays - Management stated that if delays occur, they will adjust their growth strategy based on market performance and margin strength [97][98] Question: Employee count and severance expenses - Management confirmed a 3% reduction in headcount during Q2, with some severance expenses included in fixed costs [129] Question: Retention rates and impact of lower-end plans - Management noted that retention rates are slightly impacted by lower-end plans but remain strong overall [120][137] Question: Future guidance and revenue projections - Management provided guidance for Q3 and full-year revenue, indicating expectations for continued growth despite some uncertainties [91][156]

PART I - FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements for Q2 and H1 2023, including Statements of Operations, Balance Sheets, and Cash Flows, with explanatory notes [Note 8. Reserve for Veterinary Invoices](index=16&type=section&id=Note%208.%20Reserve%20for%20Veterinary%20Invoices) This note details changes in the reserve for veterinary invoices, which increased by **$4.6 million** for the subscription business and **$7.8 million** for other business in H1 2023 - The reserve for veterinary invoices is an estimate of future payments for invoices dated on or before the balance sheet date, including internal processing costs, and is based on actuarial projections and management's assessment[50](index=50&type=chunk) Change in Reserve for Veterinary Invoices (Six Months Ended June 30, 2023, in thousands) | Segment | Beginning Reserve (Dec 31, 2022) | Ending Reserve (June 30, 2023) | Change | | :--- | :--- | :--- | :--- | | **Subscription Business** | $21,543 | $26,191 | +$4,648 | | **Other Business** | $22,191 | $30,011 | +$7,820 | [Note 9. Debt](index=18&type=section&id=Note%209.%20Debt) The company's **$150.0 million** credit facility had **$109.0 million** outstanding at **10.39%** interest as of June 30, 2023, with all covenants met - The company entered into a **$150.0 million** credit facility in March 2022, consisting of a **$60.0 million** initial term loan, **$75.0 million** in delayed draw term loans, and **$15.0 million** in revolving loans[56](index=56&type=chunk) - As of June 30, 2023, total outstanding borrowings were **$109.0 million**, with a stated interest rate of approximately **10.39%**[57](index=57&type=chunk)[60](index=60&type=chunk) [Note 13. Segments](index=22&type=section&id=Note%2013.%20Segments) The company operates two segments: subscription (64% of H1 2023 revenue) and other business, both reporting operating losses in H1 2023 - The company has two reporting segments: the subscription business (direct-to-consumer products) and the other business (underwriting for third parties and other solutions)[72](index=72&type=chunk) Segment Performance (Six Months Ended June 30, 2023 vs 2022, in thousands) | Segment | Revenue 2023 | Revenue 2022 | Operating Loss 2023 | Operating Loss 2022 | | :--- | :--- | :--- | :--- | :--- | | **Subscription Business** | $338,463 | $285,647 | $(31,585) | $(20,303) | | **Other Business** | $188,432 | $139,763 | $(5,847) | $(1,471) | | **Total** | **$526,895** | **$425,410** | **$(37,576)** | **$(21,885)** | Condensed Consolidated Statements of Operations Highlights (in thousands) | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $270,566 | $219,411 | $526,895 | $425,410 | | **Operating Loss** | $(13,090) | $(12,771) | $(37,576) | $(21,885) | | **Net Loss** | $(13,714) | $(13,618) | $(38,494) | $(22,473) | | **Net Loss Per Share (Basic and Diluted)** | $(0.33) | $(0.33) | $(0.93) | $(0.55) | Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2023 (unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $520,595 | $469,096 | | **Total Assets** | $730,191 | $671,627 | | **Total Current Liabilities** | $330,658 | $289,616 | | **Total Liabilities** | $441,433 | $366,330 | | **Total Stockholders' Equity** | $288,758 | $305,297 | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(10,267) | $(6,720) | | **Net cash provided by (used in) investing activities** | $28,385 | $(25,137) | | **Net cash provided by financing activities** | $33,717 | $46,771 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes Q2 and H1 2023 financial results, highlighting **24% revenue growth** driven by **25% increase in enrolled pets**, alongside widening net losses due to higher expenses [Key Operating Metrics](index=25&type=section&id=Key%20Operating%20Metrics) Key operating metrics show **total pets enrolled grew 25%** to **1.68 million**, PAC decreased to **$241**, and monthly retention slightly declined to **98.61%** Key Operating Metrics Comparison | Metric | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | **Total pets enrolled (at period end)** | 1,679,659 | 1,348,145 | | **Total subscription pets enrolled (at period end)** | 943,958 | 770,318 | | **Monthly average revenue per pet** | $64.00 | $64.24 | | **Average pet acquisition cost (PAC)** | $241 | $305 | | **Average monthly retention** | 98.61% | 98.74% | [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Q2 2023 total revenue increased **23%** due to pet enrollment growth, but subscription cost of revenue rose to **87%** due to higher veterinary expenses and G&A increased significantly from non-recurring costs - Total revenue for Q2 2023 increased by **23% YoY** to **$270.6 million**, driven by a **19%** increase in the subscription business and a **32%** increase in the other business, primarily due to higher pet enrollment[121](index=121&type=chunk) - Subscription business cost of revenue as a percentage of its revenue increased from **84% to 87% YoY** in Q2 2023. This was due to an **18%** increase in underwritten policies and a **6%** rise in veterinary invoice expense per pet, influenced by inflation and increased usage of direct-pay software[123](index=123&type=chunk) - General and administrative expenses for H1 2023 increased **84% YoY** to **$34.2 million**, primarily due to a **$5.7 million** increase in stock-based compensation (including **$4.8 million** from executive departures) and a **$3.8 million** non-recurring settlement[128](index=128&type=chunk) - New pet acquisition expense decreased by **10% YoY** in Q2 2023 to **$20.8 million**, reflecting a strategic focus on more efficient acquisition channels[129](index=129&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) The company holds **$236.1 million** in cash and equivalents, with **$57.3 million** excess capital in insurance subsidiaries, deemed sufficient for 12 months, despite increased net cash used in operations - As of June 30, 2023, the company had **$236.1 million** in cash, cash equivalents, and short-term investments, with an additional **$40.0 million** available under its Credit Facility[136](index=136&type=chunk) - The company's insurance subsidiaries held **$213.1 million** of capital surplus, which was **$57.3 million** above the estimated risk-based capital requirement of **$155.8 million**[136](index=136&type=chunk) - Net cash used in operating activities was **$10.3 million** for the six months ended June 30, 2023, an increase from **$6.7 million** in the same period of 2022, primarily due to higher veterinary invoice expenses[134](index=134&type=chunk)[138](index=138&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to market risk disclosures have occurred in H1 2023 since the 2022 Form 10-K filing - There have been no material changes to the company's market risk disclosures since the fiscal year ended December 31, 2022[153](index=153&type=chunk) [Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[154](index=154&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[155](index=155&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, none of which are currently deemed material - The company is subject to ordinary course litigation but does not believe any current matters are material[159](index=159&type=chunk) [Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) This section outlines key risks including a history of net losses, challenges in member growth and retention, reliance on contractors, potential for exceeding veterinary reserves, competition, and regulatory compliance - The company has a history of significant cumulative net losses, with a net loss of **$44.7 million** in 2022 and an accumulated deficit of **$171.6 million** as of December 31, 2022[162](index=162&type=chunk) - Business success is highly dependent on growing and retaining the member base, which involves uncertainties in pet acquisition spend, reliance on independent Territory Partners, and the ability to maintain high retention rates[161](index=161&type=chunk)[170](index=170&type=chunk) - Actual veterinary invoice expenses may exceed established reserves, particularly with rising veterinary care costs, inflation, and increased claims from the use of its direct-pay software[185](index=185&type=chunk)[188](index=188&type=chunk) - The business is heavily regulated by state, federal, and foreign laws, and failure to comply could result in significant penalties, fines, or license revocation[254](index=254&type=chunk)[255](index=255&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=69&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q2 2023, the company issued **419 shares** of common stock to a strategic distributor as part of an unregistered private placement - In Q2 2023, the company issued **419 shares** of common stock to a strategic distributor as part of a marketing agreement. The sale was unregistered, relying on the private placement exemption[284](index=284&type=chunk) [Other Information](index=69&type=section&id=Item%205.%20Other%20Information) CEO Darryl Rawlings terminated his Rule 10b5-1 trading plan on May 23, 2023 - CEO Darryl Rawlings terminated his Rule 10b5-1 trading plan on May 23, 2023[287](index=287&type=chunk) [Exhibits](index=70&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including CEO/CFO certifications, an amended non-employee director compensation program, and a new severance and change in control plan - Filed exhibits include CEO and CFO certifications, an amended Compensation Program for Non-Employee Directors, and a new Severance and Change in Control Plan effective July 28, 2023[289](index=289&type=chunk)

Trupanion, Inc. (NASDAQ:TRUP) Q1 2023 Earnings Conference Call May 4, 2023 4:30 PM ET Company Participants Laura Bainbridge - Investor Relations Darryl Rawlings - Chief Executive Officer Margi Tooth - President Drew Wolff - Chief Financial Officer Conference Call Participants John Barnidge - Piper Sandler Maria Ripps - Canaccord Josh Shanker - Bank of America Katie Sakys - Autonomous Research Jon Block - Stifel Operator Greetings and welcome to the Trupanion First Quarter 2023 Earnings Conference Call. [Ope ...

PART I - FINANCIAL INFORMATION [Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements) The company's Q1 2023 revenue grew 24% to $256.3 million, while its net loss widened to $24.8 million amid rising costs and negative operating cash flow Condensed Consolidated Statements of Operations (Q1 2023 vs Q1 2022) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Revenue** | $256,329 thousand | $205,999 thousand | | **Total Cost of Revenue** | $229,983 thousand | $176,105 thousand | | **Operating Loss** | ($24,486) thousand | ($9,114) thousand | | **Net Loss** | ($24,780) thousand | ($8,855) thousand | | **Net Loss per Share (Basic and Diluted)** | ($0.60) | ($0.22) | Condensed Consolidated Balance Sheets (As of March 31, 2023) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $510,359 thousand | $469,096 thousand | | **Total Assets** | $717,914 thousand | $671,627 thousand | | **Total Current Liabilities** | $312,015 thousand | $289,616 thousand | | **Total Liabilities** | $423,105 thousand | $366,330 thousand | | **Total Stockholders' Equity** | $294,809 thousand | $305,297 thousand | Condensed Consolidated Statements of Cash Flows (Q1 2023 vs Q1 2022) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($6,862) thousand | ($3,590) thousand | | **Net cash provided by (used in) investing activities** | $33,914 thousand | ($14,251) thousand | | **Net cash provided by financing activities** | $33,810 thousand | $52,765 thousand | | **Net change in cash, cash equivalents, and restricted cash** | $61,122 thousand | $35,063 thousand | - The company incurred a **non-recurring $3.8 million settlement** of accounts receivable due to uncollected premiums from a third-party business transition[31](index=31&type=chunk) - The reserve for veterinary invoices increased by a total of $4.6 million across business segments, including **$2.8 million in unfavorable development** of prior year reserves[49](index=49&type=chunk)[50](index=50&type=chunk) - In Q1 2023, the company borrowed an additional **$35.0 million** under its Delayed Draw Term Loans, bringing total outstanding debt to **$109.4 million**[53](index=53&type=chunk)[57](index=57&type=chunk) - Stock-based compensation expense increased to **$12.3 million** from $7.5 million YoY, which included a **$4.8 million charge** for accelerated RSU vesting for departing executives[58](index=58&type=chunk)[59](index=59&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue growth of 24% was driven by a 28% increase in enrolled pets, though operating loss widened due to higher veterinary costs and G&A expenses Key Operating Metrics (Subscription Business) | Metric | Mar. 31, 2023 | Mar. 31, 2022 | | :--- | :--- | :--- | | Total subscription pets enrolled | 906,369 | 736,691 | | Monthly average revenue per pet | $63.58 | $64.21 | | Lifetime value of a pet | $541 | $730 | | Average pet acquisition cost (PAC) | $247 | $301 | | Average monthly retention | 98.65% | 98.75% | - The company operates in two segments: a direct-to-consumer 'subscription business' and an 'other business' segment for third-party underwriting and software solutions[72](index=72&type=chunk) - General and administrative expenses **increased 124% to $21.0 million**, primarily due to a $5.8 million increase in stock-based compensation and a $3.8 million non-recurring settlement[116](index=116&type=chunk) - The company's main insurance subsidiary, APIC, was required to maintain at least **$142.4 million of risk-based capital** and held $162.2 million as of December 31, 2022[130](index=130&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Total revenue grew 24% to $256.3 million, propelled by pet enrollment growth, but higher veterinary costs increased the subscription segment's cost of revenue Revenue by Segment (Q1 2023 vs Q1 2022) | Segment | Q1 2023 Revenue (in thousands) | Q1 2022 Revenue (in thousands) | % Change | | :--- | :--- | :--- | :--- | | Subscription business | $165,210 | $139,839 | 18% | | Other business | $91,119 | $66,160 | 38% | | **Total revenue** | **$256,329** | **$205,999** | **24%** | Cost of Revenue as a % of Segment Revenue | Segment | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Subscription business | 88% | 82% | | Other business | 92% | 92% | - The increase in subscription cost of revenue was primarily due to a **19% increase in subscription pets**, rising veterinary invoice expenses, and increased claims from software adoption[113](index=113&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company held $244.6 million in cash, cash equivalents, and short-term investments, with liquidity sourced from operations and a $150.0 million credit facility - The company's primary liquidity requirements are paying veterinary invoices, funding operations, investing in member acquisition, and servicing debt[121](index=121&type=chunk) - As of March 31, 2023, the company had **$244.6 million in cash, cash equivalents and short-term investments**, and $40.0 million available under its Credit Facility[123](index=123&type=chunk) - Total assets held outside of regulated insurance entities were **$227.9 million** as of March 31, 2023, subject to capital and dividend regulations[123](index=123&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to market risk exposure were reported for Q1 2023, with reference to the 2022 Form 10-K for full details - Management believes there have been **no material changes to market risk exposure** in Q1 2023 and refers to the 2022 Form 10-K for detailed disclosures[140](index=140&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal controls - The CEO and CFO concluded that as of the end of the quarter, the company's disclosure controls and procedures were **effective**[141](index=141&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to **materially affect**, internal controls[142](index=142&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to ordinary course legal proceedings, none of which are currently deemed to be material - The company is subject to litigation and claims arising from the ordinary course of business but does not currently believe any such matters to be **material**[146](index=146&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including a history of net losses, reliance on estimates, member retention, regulatory capital requirements, and competition - The company has a history of significant cumulative net losses (**$171.6 million accumulated deficit** as of Dec 31, 2022) and may not achieve or maintain profitability[149](index=149&type=chunk) - The company's pricing is based on complex assumptions; if **actual experience differs** or regulatory approval for price changes is delayed, financial condition could be adversely affected[154](index=154&type=chunk)[156](index=156&type=chunk) - The business relies significantly on independent contractor 'Territory Partners' to generate leads, which poses risks related to **control, classification, and retention**[162](index=162&type=chunk)[167](index=167&type=chunk) - Actual veterinary invoice expenses may exceed reserves, and increasing use of direct-pay software is likely to **increase the number and amount of invoices received**, potentially pressuring margins[172](index=172&type=chunk)[175](index=175&type=chunk) - Insurance subsidiaries are required to maintain minimum levels of risk-based capital, which may **constrain the use of capital** for growth and operations[176](index=176&type=chunk) - The business is **heavily regulated** by numerous authorities, and failure to comply with complex laws could result in significant liabilities and harm the business[241](index=241&type=chunk)[242](index=242&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=65&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 259 shares of its common stock to a strategic distributor in a private placement exempt from registration - In Q1 2023, the company issued **259 shares of common stock** to a strategic distributor, relying on the private placement exemption under Section 4(a)(2) of the Securities Act[271](index=271&type=chunk) [Exhibits](index=66&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate documents, agreements, and required Sarbanes-Oxley Act certifications

Trupanion, Inc. (NASDAQ:TRUP) Q4 2022 Earnings Conference Call February 15, 2023 4:30 PM ET Company Participants Laura Bainbridge - Investor Relations Darryl Rawlings - Chief Executive Officer Margi Tooth - President Drew Wolff - Chief Financial Officer Conference Call Participants Elliot Wilbur - Raymond James John Barnidge - Piper Sandler Corey Grady - Jefferies Ryan Tunis - Autonomous Research Jon Block - Stifel Operator Greetings and welcome to the Trupanion Fourth Quarter and Full Year 2022 Earnings Ca ...

Part I [Business](index=5&type=section&id=Item%201.%20Business) Trupanion provides pet medical insurance through direct subscriptions and B2B services, driven by vet partnerships and proprietary payment software - The company operates in two segments: a direct-to-consumer subscription business and an "other business" segment focusing on B2B relationships, such as underwriting policies for third parties[18](index=18&type=chunk)[19](index=19&type=chunk) - Trupanion's core product is designed to enable veterinarians to provide the best medical care without financial constraints, which in turn drives growth through better pet health outcomes and stronger client relationships[23](index=23&type=chunk) - A key differentiator is the company's **proprietary, patented software** that allows for direct payment to veterinary hospitals in seconds, simplifying the claims process for members[24](index=24&type=chunk) Market Size and Penetration | | North America | Continental Europe | Australia | | :--- | :--- | :--- | :--- | | **Household dogs and cats (in thousands)** | 200,000 | 139,000 | 8,900 | | **Market penetration** | 2.0% | 5.6% | 11.2% | - The company's total enrolled pets grew at a compound annual growth rate (CAGR) of **35%** from January 1, 2010, to December 31, 2022, reaching **1,537,573 pets**[26](index=26&type=chunk) - Key growth strategies include increasing leads from veterinary hospitals via Territory Partners, improving member retention, automating invoice payments with AI, expanding internationally, and pursuing non-insurance offerings like a pet food initiative[27](index=27&type=chunk)[30](index=30&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) - As of December 31, 2022, the company employed **1,187 people** and was supported by **158 field sales Territory Partner business owners**[42](index=42&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from persistent net losses, reliance on third-party acquisition channels, substantial regulatory compliance, and competitive and operational challenges - The company has a history of significant cumulative net losses, with a net loss of **$44.7 million** in 2022 and an accumulated deficit of **$171.6 million** as of December 31, 2022[67](index=67&type=chunk) - A primary competitive challenge is educating pet owners on the benefits of medical insurance over self-insuring, as the majority of pet owners in its markets do not have insurance[36](index=36&type=chunk)[100](index=100&type=chunk) - The company's insurance subsidiaries are required to maintain minimum levels of surplus capital, with APIC required to maintain **$142.4 million** in risk-based capital as of December 31, 2022[57](index=57&type=chunk)[95](index=95&type=chunk) - The business relies significantly on leads generated through third parties, including veterinarians (via Territory Partners) and strategic partners, with veterinary leads representing the largest member acquisition channel[81](index=81&type=chunk)[83](index=83&type=chunk) - For the year ended December 31, 2022, premiums from policies sourced by general agents in the "other business" segment accounted for **32% of total revenue**, with one general agent accounting for **over 10% of total revenue**[125](index=125&type=chunk) - The company is exposed to foreign exchange risk, as approximately **15% of its total revenue** for the year ended December 31, 2022, was generated in **Canada**[130](index=130&type=chunk) - In March 2022, the company entered into a credit agreement for up to **$150.0 million**, having drawn **$75.0 million** in term loans as of December 31, 2022[156](index=156&type=chunk) [Unresolved Staff Comments](index=34&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[196](index=196&type=chunk) [Properties](index=34&type=section&id=Item%202.%20Properties) The company's principal executive offices are located in a building it owns in Seattle, Washington, where it occupies 120,124 square feet - The company owns its headquarters office building at 6100 4th Avenue South, Seattle, Washington, which it purchased in August 2018[197](index=197&type=chunk) [Legal Proceedings](index=34&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 9 of the Financial Statements - Information on legal proceedings can be found in Note 9 of Item 8, "Financial Statements and Supplementary Data"[198](index=198&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[199](index=199&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=35&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Trupanion's common stock trades on NASDAQ under 'TRUP', with no cash dividends paid or planned, and its performance is compared against market indices - The company's common stock trades on the **NASDAQ Global Market** under the symbol "**TRUP**"[203](index=203&type=chunk) - The company has never declared or paid cash dividends and does not plan to in the foreseeable future[204](index=204&type=chunk) Five-Year Cumulative Total Return Comparison | | 12/31/2017 | 12/31/2018 | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Trupanion Inc.** | $100.00 | $85.89 | $125.59 | $408.99 | $451.08 | $162.38 | | **S&P Small Cap 600 Index** | $100.00 | $90.25 | $109.07 | $119.51 | $149.71 | $123.63 | | **NASDAQ-100 Technology Sector Index** | $100.00 | $93.96 | $138.78 | $192.33 | $244.21 | $146.69 | | **Russell 2000 Index** | $100.00 | $87.13 | $108.38 | $128.61 | $146.23 | $114.70 | [Selected Financial Data](index=37&type=section&id=Item%206.%20Selected%20Financial%20Data) This section summarizes five years of financial and operational data, highlighting consistent revenue growth and widening net losses, alongside strong growth in enrolled pets Consolidated Statements of Operations Data (2018-2022) | (in thousands) | 2022 | 2021 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total revenue** | $905,179 | $698,991 | $502,028 | $383,936 | $303,956 | | **Operating loss** | $(43,001) | $(35,196) | $(4,927) | $(1,920) | $(1,045) | | **Net loss** | $(44,672) | $(35,530) | $(5,840) | $(1,809) | $(927) | Consolidated Balance Sheet Data (as of Dec 31, 2018-2022) | (in thousands) | 2022 | 2021 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Cash and cash equivalents** | $65,605 | $87,400 | $139,878 | $29,168 | $26,552 | | **Total assets** | $671,627 | $562,582 | $498,250 | $257,200 | $207,510 | | **Total liabilities** | $366,330 | $230,382 | $158,311 | $120,440 | $78,337 | | **Total stockholders' equity** | $305,297 | $332,200 | $339,939 | $136,760 | $129,173 | Key Operational Data (2018-2022) | | 2022 | 2021 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total pets enrolled (at period end)** | 1,537,573 | 1,176,778 | 862,928 | 646,728 | 521,326 | | **Total subscription pets enrolled** | 869,862 | 704,333 | 577,957 | 494,026 | 430,770 | | **Monthly average revenue per pet** | $63.82 | $63.56 | $60.37 | $57.52 | $54.34 | | **Average pet acquisition cost (PAC)** | $289 | $287 | $247 | $212 | $164 | | **Average monthly retention** | 98.69% | 98.74% | 98.71% | 98.58% | 98.6% | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses 2022 financial results, highlighting **29% revenue growth** to **$905.2 million** despite a widened net loss, with liquidity supported by operations and a credit facility Revenue by Segment (2022 vs 2021) | (in thousands) | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | **Subscription business** | $596,610 | $494,862 | 21% | | **Other business** | $308,569 | $204,129 | 51% | | **Total revenue** | $905,179 | $698,991 | 29% | - The **21% increase** in subscription business revenue was primarily due to a **19% increase** in total subscription pets enrolled (excluding acquisitions), while the **51% increase** in other business revenue was driven by a **41% increase** in enrolled pets in that segment[258](index=258&type=chunk) - Cost of revenue for the subscription business increased to **83%** of its revenue in 2022 from **82%** in 2021, primarily due to a **2.5% increase** in veterinary invoice expense per pet, reflecting higher cost and utilization of veterinary care[260](index=260&type=chunk) - Operating expenses increased across several categories in 2022 compared to 2021: Technology and development expenses rose **49%** to **$25.1 million**, General and administrative expenses increased **23%** to **$39.4 million**, and New pet acquisition expense grew **14%** to **$89.5 million**[262](index=262&type=chunk)[263](index=263&type=chunk)[264](index=264&type=chunk) - Net cash used by operating activities was **$8.0 million** in 2022, a shift from **$7.5 million** provided by operating activities in 2021, driven by increased pet acquisition spending and faster payment of veterinary invoices[271](index=271&type=chunk)[275](index=275&type=chunk) - The company's primary sources of liquidity are cash from operations and a credit facility with **$75.0 million** remaining available as of December 31, 2022[272](index=272&type=chunk) - The reserve for veterinary invoices, a critical accounting estimate, was **$43.7 million** as of December 31, 2022, representing the estimated future amount to be paid for invoices dated on or before the balance sheet date[281](index=281&type=chunk)[282](index=282&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are interest rate and foreign currency exchange, with a **10% change** in Canadian exchange rates potentially impacting net income or loss by **$3.8 million** - The company is exposed to interest rate risk through its investment portfolio and its Credit Facility, which bears a floating interest rate, though a **10% change** in market interest rates is not expected to have a material impact[286](index=286&type=chunk)[287](index=287&type=chunk) - The company faces foreign currency exchange risk, with approximately **15% of its revenue** generated in **Canada**, where a **10% change** in the Canadian exchange rate could have resulted in a net impact of **$3.8 million** on income or loss for 2022[289](index=289&type=chunk) [Financial Statements and Supplementary Data](index=61&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for 2020-2022, including an unqualified auditor's opinion on financial statements and internal controls - The independent auditor, Ernst & Young LLP, issued an **unqualified opinion** on the consolidated financial statements and the company's internal control over financial reporting as of December 31, 2022[296](index=296&type=chunk)[297](index=297&type=chunk) - A critical audit matter identified was the "**Reserve for Veterinary Invoices**" due to the complexity and subjective judgment involved in estimating the reserve based on assumptions like loss frequency, severity, and development factors[300](index=300&type=chunk)[301](index=301&type=chunk) Consolidated Statements of Operations (in thousands) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Total revenue** | $905,179 | $698,991 | $502,028 | | **Total cost of revenue** | $782,994 | $594,645 | $420,127 | | **Operating loss** | $(43,001) | $(35,196) | $(4,927) | | **Net loss** | $(44,672) | $(35,530) | $(5,840) | | **Net loss per share** | $(1.10) | $(0.89) | $(0.16) | Consolidated Balance Sheets (in thousands) | | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total current assets** | $469,096 | $390,954 | | **Total assets** | $671,627 | $562,582 | | **Total current liabilities** | $289,616 | $223,696 | | **Total liabilities** | $366,330 | $230,382 | | **Total stockholders' equity** | $305,297 | $332,200 | Consolidated Statements of Cash Flows (in thousands) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Net cash (used in) provided by operating activities** | $(8,000) | $7,458 | $21,544 | | **Net cash used in investing activities** | $(67,516) | $(51,913) | $(76,747) | | **Net cash (used in) provided by financing activities** | $60,743 | $(1,125) | $170,848 | - In 2022, the company acquired PetExpert for approximately **$12.3 million** and Smart Paws for approximately **$2.8 million**, both managing general agents in Europe, to expand its international presence[353](index=353&type=chunk)[357](index=357&type=chunk) - As of December 31, 2022, the company's New York-domiciled insurance subsidiary, APIC, maintained **$162.2 million** of statutory capital and surplus, exceeding the required amount of **$142.4 million**[408](index=408&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=92&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[421](index=421&type=chunk) [Controls and Procedures](index=92&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded its disclosure controls and internal control over financial reporting were effective as of December 31, 2022, a conclusion affirmed by the independent auditor - Management concluded that as of December 31, 2022, the company's disclosure controls and procedures were **effective**[422](index=422&type=chunk) - Management assessed its internal control over financial reporting as **effective** as of December 31, 2022, based on the COSO 2013 framework[423](index=423&type=chunk) - The independent registered public accounting firm, Ernst & Young LLP, issued an **unqualified opinion**, stating that the company maintained **effective** internal control over financial reporting as of December 31, 2022[429](index=429&type=chunk) [Other Information](index=94&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[436](index=436&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=94&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[437](index=437&type=chunk) Part III Part III incorporates information from the 2023 Proxy Statement covering directors, executive officers, compensation, security ownership, related transactions, and accountant fees [Directors, Executive Officers and Corporate Governance](index=95&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required for this item is incorporated by reference from the company's 2023 Proxy Statement [Executive Compensation](index=95&type=section&id=Item%2011.%20Executive%20Compensation) Information required for this item is incorporated by reference from the company's 2023 Proxy Statement [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=95&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information required for this item is incorporated by reference from the company's 2023 Proxy Statement [Certain Relationships and Related Transactions, and Director Independence](index=95&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information required for this item is incorporated by reference from the company's 2023 Proxy Statement [Principal Accountant Fees and Services](index=95&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information required for this item is incorporated by reference from the company's 2023 Proxy Statement Part IV Part IV lists exhibits filed with the Form 10-K, including corporate governance documents, material contracts, certifications, and financial statement schedules [Exhibits, Financial Statement Schedules](index=96&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and all exhibits filed as part of the Annual Report on Form 10-K [Form 10-K Summary](index=98&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no summary for this item - None[452](index=452&type=chunk)

Trupanion, Inc. (NASDAQ:TRUP) Q3 2022 Earnings Conference Call November 3, 2022 4:30 PM ET Company Participants Laura Bainbridge – Investor Relations Darryl Rawlings – Chief Executive Officer Margi Tooth – President Drew Wolff – Chief Financial Officer Tricia Plouf – Chief Operating Officer Conference Call Participants Shweta Khajuria – Evercore ISI Corey Grady – Jefferies John Barnidge – Piper Sandler Josh Shanker – Bank of America Elliot Wilbur – Raymond James Ryan Tunis – Autonomous Research Maria Ripps ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission File Number: 001-36537 TRUPANION, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorp ...

Trupanion, Inc. (NASDAQ:TRUP) Q2 2022 Earnings Conference Call August 3, 2022 4:30 PM ET Company Participants Laura Bainbridge - Vice President of Corporate Communications Darryl Rawlings - Founder, Chief Executive Officer & Director Drew Wolff - Chief Financial Officer Margi Tooth - President Tricia Plouf - Chief Operating Officer Conference Call Participants John Barnidge - Piper Sandler Shweta Khajuria - Evercore ISI Josh Shanker - Bank of America Katie Saki - Autonomous Research Maria Ripps - Canaccord ...