trup-20221101
false2022Q3000137128500013712852022-11-012022-11-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2022
TRUPANION, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-36537
83-0480694
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
6100 4th Avenue S, Suite 400
Seattle, Washington 98108
(Address of principal executive offices, including zip code)

(855) 727 - 9079
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.00001 par value per shareTRUPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 



Item 2.02     Results of Operations and Financial Condition.
On November 3, 2022, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended September 30, 2022. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On November 1, 2022, Eric Johnson notified the Company of his decision to resign, effective as of January 1, 2023, from his position as a member of the Board of Directors of the Company (the “Board”). Mr. Johnson’s resignation was not a result of any disagreement with the Company or the Board. A copy of the resignation letter from Mr. Johnson, dated November 1, 2022, is filed as Exhibit 99.2 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 3, 2022, the Company issued a press release announcing that the Company had entered into a definitive agreement for the acquisition of Royal Blue s.r.o. A copy of this press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The information furnished with Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.3, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01     Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
Press release regarding financial results issued by Trupanion, Inc. dated November 3, 2022
Eric Johnson Board Resignation Letter, dated November 1, 2022
Press release regarding acquisition of Royal Blue s.r.o. issued by Trupanion, Inc. dated November 3, 2022
104Cover Page Interactive Data File (formatted as Inline XBRL)




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUPANION, INC.
By:
/s/ Drew Wolff
Name: Drew Wolff
Title: Chief Financial Officer
Date: November 3, 2022



Exhibit 99.1
trulogoenrgb2018a02b.jpg

Trupanion Reports Third Quarter 2022 Results

SEATTLE, WA. November 3, 2022 -- Trupanion, Inc. (Nasdaq: TRUP), the leading provider of medical insurance for cats and dogs, today announced financial results for the third quarter ended September 30, 2022.

“The team's ability to deploy capital at strong estimated internal rates of return continues to impress. This is illustrated by our record third quarter new subscription pet growth, which was led by the veterinary channel,” said Darryl Rawlings, founder and chief executive officer of Trupanion.

Third Quarter 2022 Financial and Business Highlights

Total revenue was $233.8 million, an increase of 29% compared to the third quarter of 2021.
Total enrolled pets (including pets from our other business segment) was 1,439,605 at September 30, 2022, an increase of 30% over the third quarter of 2021.
Subscription business revenue was $152.4 million, an increase of 20% compared to the third quarter of 2021 (21% on a constant currency basis).
Subscription enrolled pets was 808,077 at September 30, 2022, an increase of 19% over the third quarter of 2021.
Net loss was $(12.9) million, or $(0.32) per basic and diluted share, compared to net loss of $(6.8) million, or $(0.17) per basic and diluted share, in the third quarter of 2021. Net loss per share is inclusive of share-based compensation expense per share of $0.20 and $0.16 for the three months ended September 30, 2022 and September 30, 2021, respectively.
Adjusted EBITDA was $(0.9) million, compared to adjusted EBITDA of $2.2 million in the third quarter of 2021.
Operating cash flow was $(2.3) million and free cash flow was $(6.4) million in the third quarter of 2022. This compared to operating cash flow of $6.2 million and free cash flow of $3.5 million in the third quarter of 2021.

First Nine Months 2022 Financial and Business Highlights

Total revenue was $659.2 million, an increase of 31% compared to the first nine months of 2021.
Subscription business revenue was $438.0 million, an increase of 21% compared to the first nine months of 2021 (22% on a constant currency basis).
Net loss was $(35.4) million, or $(0.87) per basic and diluted share, compared to net loss of $(28.5) million, or $(0.71) per basic and diluted share, in the first nine months of 2021. Net loss per share is inclusive of share-based compensation expense per share of $0.59 and $0.53 for the nine months ended September 30, 2022 and September 30, 2021, respectively.
Adjusted EBITDA was $(1.4) million, compared to adjusted EBITDA of $1.2 million in the first nine months of 2021.
Operating cash flow was $(9.0) million and free cash flow was $(20.6) million in the first nine months of 2022. This compared to operating cash flow of $2.3 million and free cash flow of $(6.2) million in the first nine months of 2021.

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Conference Call
Trupanion’s management will host a conference call today to review its third quarter 2022 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 http://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 1-800-753-6150 (United States) or 1-212-231-2903 (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: 22020781.

About Trupanion
Trupanion is a leader in medical insurance for cats and dogs throughout the United States, Canada, Europe, Puerto Rico and Australia with over 800,000 pets enrolled. 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 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 Omega General Insurance Company. Trupanion Australia is a partnership between Trupanion and Hollard Insurance Company. For more information, please visit trupanion.com.

Forward-Looking Statements
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, and otherwise execute its business plan. 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
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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 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; and our ability to retain key personnel.

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, 2021 and any subsequently filed reports on Forms 10-Q and 8-K. All documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system at www.sec.gov or the Investor Relations section of Trupanion’s website at http://investors.trupanion.com.

Non-GAAP Financial Measures
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.

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Trupanion, Inc.
Consolidated Statements of Operations
(in thousands, except share data)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(unaudited)
Revenue:
Subscription business$152,401 $127,077 $438,048 $360,742 
Other business81,359 54,590 221,122 143,870 
Total revenue233,760 181,667 659,170 504,612 
Cost of revenue:
Subscription business(1)
128,158 103,754 365,861 299,037 
Other business75,543 49,747 204,773 131,764 
   Total cost of revenue(2)
203,701 153,501 570,634 430,801 
Operating expenses:
Technology and development(1)
6,553 4,391 18,178 12,201 
General and administrative(1)
10,314 8,246 28,907 22,897 
New pet acquisition expense(1)
22,434 19,708 67,043 58,802 
Depreciation and amortization2,600 2,944 8,024 9,195 
Total operating expenses41,901 35,289 122,152 103,095 
Gain (loss) from investment in joint venture(57)(69)(168)(149)
Operating loss(11,899)(7,192)(33,784)(29,433)
Interest expense1,408 — 2,680 
Other income, net(889)(61)(1,568)(222)
Loss before income taxes(12,418)(7,131)(34,896)(29,212)
Income tax expense (benefit)496 (312)491 (724)
Net loss$(12,914)$(6,819)$(35,387)$(28,488)
Net loss per share:
Basic and diluted$(0.32)$(0.17)$(0.87)$(0.71)
Weighted average shares of common stock outstanding:
Basic and diluted40,799,819 40,283,818 40,707,677 40,044,518 
(1)Includes stock-based compensation expense as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Cost of revenue$1,472 $1,311 $5,138 $5,769 
Technology and development1,184 749 3,193 2,213 
General and administrative3,792 2,271 9,281 6,412 
New pet acquisition expense2,195 2,112 7,214 7,024 
Total stock-based compensation expense$8,643 $6,443 $24,826 $21,418 
(2)The breakout of cost of revenue between veterinary invoice expense and other cost of revenue is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Veterinary invoice expense$171,112 $125,058 $473,654 $353,210 
Other cost of revenue32,589 28,443 96,980 77,591 
     Total cost of revenue$203,701 $153,501 $570,634 $430,801 


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Trupanion, Inc.
Consolidated Balance Sheets
(in thousands, except share data)
September 30, 2022December 31, 2021
(unaudited)
Assets
Current assets:
Cash and cash equivalents$85,506 $87,400 
Short-term investments97,438 126,012 
Accounts and other receivables, net of allowance for doubtful accounts of $384 at September 30, 2022 and $342 at December 31, 2021224,082 165,217 
Prepaid expenses and other assets14,802 12,325 
Total current assets421,828 390,954 
Restricted cash13,477 13,469 
Long-term investments, at fair value55,119 7,061 
Property and equipment, net87,066 77,950 
Intangible assets, net19,327 22,663 
Other long-term assets21,553 17,776 
Goodwill29,526 32,709 
Total assets$647,896 $562,582 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$7,627 $8,952 
Accrued liabilities and other current liabilities31,112 28,162 
Reserve for veterinary invoices39,542 39,671 
Deferred revenue202,504 146,911 
Long-term debt - current portion600 — 
Total current liabilities281,385 223,696 
Long-term debt53,560 — 
Deferred tax liabilities2,601 2,827 
Other liabilities4,612 3,859 
Total liabilities342,158 230,382 
Stockholders’ equity:
Common stock: $0.00001 par value per share, 100,000,000 shares authorized; 41,901,548 and 40,873,362 issued and outstanding at September 30, 2022; 41,408,350 and 40,475,185 shares issued and outstanding at December 31, 2021— — 
Preferred stock: $0.00001 par value per share, 10,000,000 shares authorized; no shares issued and outstanding— — 
Additional paid-in capital490,566 466,792 
Accumulated other comprehensive loss(6,017)3,077 
Accumulated deficit(162,277)(126,890)
Treasury stock, at cost: 1,028,186 shares at September 30, 2022 and 933,165 shares at December 31, 2021(16,534)(10,779)
Total stockholders’ equity 305,738 332,200 
Total liabilities and stockholders’ equity$647,896 $562,582 

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Trupanion, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(unaudited)
Operating activities
Net loss$(12,914)$(6,819)$(35,387)$(28,488)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization2,600 2,944 8,024 9,195 
Stock-based compensation expense8,643 6,443 24,826 21,418 
Other, net102 (386)28 (931)
Changes in operating assets and liabilities:
Accounts and other receivables(19,821)(17,977)(58,948)(58,773)
Prepaid expenses and other assets(1,599)170 (4,420)(1,922)
Accounts payable, accrued liabilities, and other liabilities45 5,225 748 4,353 
Reserve for veterinary invoices3,061 2,984 63 9,854 
Deferred revenue17,584 13,640 56,047 47,596 
Net cash (used in) provided by operating activities(2,299)6,224 (9,019)2,302 
Investing activities
Purchases of investment securities(78,292)(18,915)(125,660)(62,288)
Maturities of investment securities73,280 8,486 104,492 39,066 
Cash paid in business acquisition, net of cash acquired(2,755)— (2,755)— 
Purchases of property and equipment(4,131)(2,767)(11,610)(8,537)
Other71 25 (1,431)(48)
Net cash used in investing activities(11,827)(13,171)(36,964)(31,807)
Financing activities
Proceeds from debt financing, net of financing fees(119)— 54,312 — 
Repayments of debt(150)— (300)— 
Repurchases of common stock(4)— (5,755)— 
Proceeds from exercise of stock options413 698 1,584 3,056 
Shares withheld to satisfy tax withholding(850)(979)(3,780)(3,730)
Net cash (used in) provided by financing activities(710)(281)46,061 (674)
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash, net(1,268)(461)(1,964)(53)
Net change in cash, cash equivalents, and restricted cash(16,104)(7,689)(1,886)(30,232)
Cash, cash equivalents, and restricted cash at beginning of period115,087 123,654 100,869 146,197 
Cash, cash equivalents, and restricted cash at end of period$98,983 $115,965 $98,983 $115,965 

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The following tables set forth our key operating metrics:
Nine Months Ended September 30,
20222021
Total Business:
Total pets enrolled (at period end)1,439,605 1,104,376 
Subscription Business:
Total subscription pets enrolled (at period end)808,077 676,463 
Monthly average revenue per pet$64.09 $63.43 
Lifetime value of a pet, including fixed expenses$673 $697 
Average pet acquisition cost (PAC)$291 $281 
Average monthly retention98.71 %98.72 %
Three Months Ended
Sep. 30, 2022Jun. 30, 2022Mar. 31, 2022Dec. 31, 2021Sept. 30, 2021Jun. 30, 2021Mar. 31, 2021Dec. 31, 2020
Total Business:
Total pets enrolled (at period end)1,439,605 1,348,145 1,267,253 1,176,778 1,104,376 1,024,226 943,854 862,928 
Subscription Business:
Total subscription pets enrolled (at period end)808,077 770,318 736,691 704,333 676,463 643,395 609,835 577,957 
Monthly average revenue per pet$63.80 $64.26 $64.21 $63.89 $63.60 $63.69 $62.97 $62.03 
Lifetime value of a pet, including fixed expenses$673 $713 $730 $717 $697 $681 $684 $653 
Average pet acquisition cost (PAC)$268 $309 $301 $306 $280 $284 $279 $272 
Average monthly retention98.71 %98.74 %98.75 %98.74 %98.72 %98.72 %98.73 %98.71 %



The following table reflects the reconciliation of cash provided by operating activities to free cash flow (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Net cash (used in) provided by operating activities$(2,299)$6,224 $(9,019)$2,302 
Purchases of property and equipment(4,131)(2,767)(11,610)(8,537)
Free cash flow$(6,430)$3,457 $(20,629)$(6,235)

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The following table reflects the reconciliation between GAAP and non-GAAP measures (in thousands except percentages):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Veterinary invoice expense$171,112 $125,058 $473,654 $353,210 
Less:
Stock-based compensation expense1
(960)(769)(3,155)(3,740)
Other business cost of paying veterinary invoices(58,197)(34,432)(152,911)(91,605)
Subscription cost of paying veterinary invoices (non-GAAP)$111,955 $89,857 $317,588 $257,865 
% of subscription revenue73.5 %70.7 %72.5 %71.5 %
Other cost of revenue$32,589 $28,443 $96,980 $77,591 
Less:
Stock-based compensation expense1
(433)(542)(1,818)(2,029)
Other business variable expenses(17,346)(15,315)(51,862)(40,159)
Subscription variable expenses (non-GAAP)$14,810 $12,586 $43,300 $35,403 
% of subscription revenue9.7 %9.9 %9.9 %9.8 %
Technology and development expense$6,553 $4,391 $18,178 $12,201 
General and administrative expense10,314 8,246 28,907 22,897 
Less:
Stock-based compensation expense1
(4,805)(3,020)(12,116)(8,625)
Business combination transaction costs(179)— (179)(82)
Development expenses2
(2,435)(919)(5,705)(2,861)
Fixed expenses (non-GAAP)$9,448 $8,698 $29,085 $23,530 
% of total revenue4.0 %4.8 %4.4 %4.7 %
New pet acquisition expense$22,434 $19,708 $67,043 $58,802 
Less:
Stock-based compensation expense1
(2,108)(2,112)(7,037)(7,024)
Other business pet acquisition expense(181)(134)(476)(423)
Subscription acquisition cost (non-GAAP)$20,145 $17,462 $59,530 $51,355 
% of subscription revenue13.2 %13.7 %13.6 %14.2 %
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 $0.3 million and $0.7 million for the three and nine months ended September 30, 2022, respectively.
2As 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.

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The following tables reflect the reconciliation of new pet acquisition expense, previously called "sales and marketing", to acquisition cost and net acquisition cost (in thousands):
Nine Months Ended September 30,
20222021
New pet acquisition expense$67,043 $58,802 
Excluding:
Stock-based compensation expense(7,037)(7,024)
Acquisition cost60,006 51,778 
Net of:
Sign-up fee revenue(3,793)(3,792)
Other business segment pet acquisition expense(476)(423)
Net acquisition cost$55,737 $47,563 
Three Months Ended
Sep. 30, 2022Jun. 30, 2022Mar. 31, 2022Dec. 31, 2021Sept. 30, 2021Jun. 30, 2021Mar. 31, 2021Dec. 31, 2020
New pet acquisition expense$22,434 $22,982 $21,627 $19,845 $19,708 $19,390 $19,704 $14,809 
Excluding:
Stock-based compensation expense(2,108)(2,601)(2,328)(2,136)(2,112)(2,181)(2,731)$(801)
Acquisition cost20,326 20,381 19,299 17,709 17,596 17,209 16,973 $14,008 
Net of:
Sign-up fee revenue(1,339)(1,252)(1,202)(1,162)(1,268)(1,260)(1,264)$(919)
Other business segment pet acquisition expense(181)(186)(109)(76)(134)(118)(171)$(201)
Net acquisition cost$18,806 $18,943 $17,988 $16,471 $16,194 $15,831 $15,538 $12,888 

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The following tables reflect the reconciliation of adjusted EBITDA to net income (loss) (in thousands):
Nine Months Ended September 30,
20222021
Net loss$(35,387)$(28,488)
Excluding:
Stock-based compensation expense24,125 21,418 
Depreciation and amortization expense8,024 9,195 
Interest income(1,412)(257)
Interest expense2,680 
Other non-operating expenses(1)
Income tax expense (benefit)491 (724)
Business combination transaction costs179 82 
(Gain) loss from equity method investment(131)
Adjusted EBITDA$(1,432)$1,235 
Three Months Ended
Sep. 30, 2022Jun. 30, 2022Mar. 31, 2022Dec. 31, 2021Sept. 30, 2021Jun. 30, 2021Mar. 31, 2021Dec. 31, 2020
Net loss$(12,914)$(13,618)$(8,855)$(7,042)$(6,819)$(9,221)$(12,448)$(3,502)
Excluding:
Stock-based compensation expense8,306 8,462 7,358 6,808 6,443 6,527 8,448 2,602 
Depreciation and amortization expense2,600 2,707 2,717 2,770 2,944 3,158 3,093 2,301 
Interest income(1,018)(297)(97)(80)(85)(84)(88)(83)
Interest expense1,408 1,193 79 — (2)337 
Other non-operating expenses— (1)— — (1)— 
Income tax expense (benefit)496 19 (24)1,034 (312)(195)(217)44 
Business combination transaction costs179 — — — — — 82 522 
(Gain) loss from equity method investment— (131)— — — — — 
Adjusted EBITDA$(943)$(1,666)$1,178 $3,499 $2,170 $197 $(1,132)$2,222 

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Contacts:

Investors:
Laura Bainbridge, Vice President, Corporate Communications
[email protected]
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Exhibit 99.2

November 1, 2022

Gavin Friedman, Corporate Secretary
Trupanion, Inc.
6100 4th Avenue South, Suite 200
Seattle, Washington 98107


Dear Mr. Friedman,

In accordance with the Trupanion, Inc. (the "Company") Director Resignation Policy, I hereby tender my resignation as a member of the board of directors of the Company, effective as of January 1, 2023.

Please note that my resignation is not as a result of any disagreement between myself and the Company, its management, board of directors or any committee of the board of directors.

Sincerely,
/s/ Eric Johnson
Eric Johnson

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Exhibit 99.3
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Trupanion Signs Agreement to Acquire PetExpert, Continuing European Expansion

SEATTLE, WA. November 3, 2022 -- Trupanion, Inc. (Nasdaq: TRUP), the leading provider of medical insurance for cats and dogs, announced today the signing of a definitive agreement to acquire Royal Blue s.r.o, the parent company of PetExpert, a veterinary-centric, pet insurance provider with tens of thousands of policies and operations in the Czech Republic and Slovakia.

There are an estimated 1,300 veterinary hospitals in the Czech Republic and Slovakia and over 95% of these have connectivity to the PetExpert platform.

PetExpert marks Trupanion’s second European acquisition, adding a well-established, fast-growing company in support of its global expansion plans. Trupanion expects additional synergies from its recently completed acquisition of Smart Paws, including its existing relationships with the veterinary community.

“We are excited to bring together our like-minded businesses, allowing us to collectively work to eliminate the financially burdensome reimbursement model in Europe and enable pet owners and veterinarians to focus on quality of care over financial considerations,” said Simon Wheeler, EVP of International at Trupanion. “PetExpert swiftly broadens our European footprint into the Czech Republic and Slovakia, and we expect Belgium and Poland to follow in the coming months.”

“We are thrilled to be joining the Trupanion team,” said Derek Cummins, CEO & co-Founder with Jan Moravec, co-Founder & CTO of PetExpert. “We share the same entrepreneurial culture and passion to help as many pet parents as possible provide the very best veterinary medical care for their pets. At the helm of PetExpert, Jan and I look forward to accelerating Trupanion’s expansion across Europe and beyond.”

“We are excited to welcome PetExpert to Trupanion and work together to advance our international expansion initiatives, a key part of our 60 month plan,” said Margi Tooth, President of Trupanion. “We believe that Continental Europe’s underpenetrated market holds great opportunity for our high-coverage Trupanion product, with its unique support for pet parents and the veterinary community alike, to distinguish itself as the product of choice.”

The transaction is expected to close in the fourth quarter of 2022 and no additional terms were disclosed. Trupanion does not anticipate a material financial impact to its 2022 financial results as a result of this acquisition.

About Trupanion
Trupanion is a leader in medical insurance for cats and dogs throughout the United States, Canada, Europe, Puerto Rico and Australia with over 800,000 pets enrolled. 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 Omega General Insurance Company. Trupanion Australia is a partnership between Trupanion and Hollard Insurance Company. For more information, please visit trupanion.com.

About PetExpert
Founded in 2018, PetExpert is the leader in the online pet insurance market in the Czech Republic and, since 2020, has provided pet insurance in Slovakia. PetExpert provides insurance to tens of thousands of clients in the Czech Republic and Slovakia. More information is available at www.petexpert.cz and https://www.facebook.com/PetExpertCZ.
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Forward-Looking Statements
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, and otherwise execute its business plan. 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 closing of the transaction with PetExpert; our ability to integrate and coordinate PetExpert's resources and capabilities with our own; 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 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; and our ability to retain key personnel.

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, 2021 and any subsequently filed reports on Forms 10-Q 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/.

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Contacts:
Trupanion
Investors:
Laura Bainbridge, Vice President, Corporate Communications
[email protected]


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