trup-20240430false2024Q1000137128500013712852024-04-302024-04-30
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): April 30, 2024
TRUPANION, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-36537 | | 83-0480694 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
6100 4th Avenue S, Suite 200
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):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, $0.00001 par value per share | TRUP | The 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 May 2, 2024, Trupanion, Inc. (the “Company”) issued a press release regarding the Company's financial results for the quarter ended March 31, 2024. 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.
Appointment of CEO and Resignation as CEO by Chair of the Board
On April 30, 2024, Darryl Rawlings, the Chair of the Board and Chief Executive Officer (“CEO”) of Trupanion, Inc. (the “Company”), submitted his resignation as CEO, effective August 1, 2024 (the “Effective Date”). He will continue to serve as a director and Chair of the Board. The resignation was voluntary, not due to any disagreement with the Company on any matter, and part of a previously announced succession plan.
Upon effectiveness of his resignation, Mr. Rawlings will no longer be an officer or employee of the Company and as such he will become eligible for and will receive compensation for director service (currently an annual retainer of $150,000), plus an additional retainer (currently $50,000) for serving as Chair of the Board, each in accordance with the Company’s non-employee director compensation program.
Separately, Mr. Rawlings will enter into the Company’s standard Consulting Agreement (the “Consulting Agreement”), the form of which was previously filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on April 4, 2023. Pursuant to the Consulting Agreement, apart from and in addition to his service to the Company as Chair, Mr. Rawlings will provide specified services, namely: Development of the company’s pet food program, as described in the 60-month plan. Mr. Rawlings will be paid a consulting fee of $200,000 per annum, payable pro rata monthly (i.e. $16,667 per full month). As a consultant to the Company and a member of the Board, Mr. Rawlings is eligible to receive equity awards pursuant to the Company’s equity compensation plans from time to time, as well as other remuneration, in each case as determined by the compensation committee of the Board. No such compensation, other than as outlined above, is contemplated at this time. The Consulting Agreement will commence on the Effective Date and continue for one year, automatically renewing for successive one-year terms unless terminated by Mr. Rawlings or the Company. The Consulting Agreement may be terminated by Mr. Rawlings at any time and by the Company upon 10-days prior notice to Mr. Rawlings.
In addition, on April 30, 2024, the Board appointed Margaret (“Margi”) Tooth, the Company’s President, as the CEO, to be effective as of August 1, 2024. Ms. Tooth will continue to serve as the President of the Company.
Margi Tooth, age 45, has served as President of the Company since February 2022, assuming full responsibility for the strategic and tactical delivery of the Company’s goals. Prior to her appointment as President, she served in the role as Co- President from January 2021 to February 2022. Prior to that, Ms. Tooth served in various roles of increasing responsibility at the Company including Chief Revenue Officer from January 2019 to January 2021, Chief Marketing Officer from November 2015 to December 2018, Head of Marketing from June 2014 to November 2015, and Vice President of Digital Marketing from October 2013 to June 2014. Previously, Ms. Tooth held various positions at Allianz Insurance plc, including Acting Head of Marketing in 2011, and as the E-commerce and Brand Manager from 2009 to 2013. Ms. Tooth has also held marketing roles within business-to-business and direct-to-consumer brand functions in the United Kingdom. Ms. Tooth holds a B.A. in Business from University of East Anglia in the United Kingdom.
In connection with her appointment as CEO, the Board is expected to determine an appropriate compensation package for Ms. Tooth to become effective as of August 1, 2024. Furthermore, at its July meeting the Board is expected to appoint Ms. Tooth to the Board of Directors, to be effective as of the Effective Date.
There are no family relationships between Ms. Tooth and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Additionally, there have been no transactions involving Ms. Tooth that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the resignation of Mr. Rawlings as CEO, and the appointment of Ms. Tooth as CEO is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits | |
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| Exhibit No. | Description |
| | Press release regarding financial results issued by Trupanion, Inc. dated May 2, 2024 |
| | Press release regarding CEO succession dated May 2, 2024 |
| 104 | Cover 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.
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TRUPANION, INC. |
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By: | /s/ Fawwad Qureshi |
| Name: Fawwad Qureshi |
| Title: Chief Financial Officer |
Date: May 2, 2024
Exhibit 99.1
Trupanion Reports First Quarter 2024 Results
SEATTLE, WA. May 2, 2024 -- Trupanion, Inc. (Nasdaq: TRUP), the leading provider of medical insurance for cats and dogs, today announced financial results for the first quarter ended March 31, 2024.
“It was a solid start to the year, with performance across our key financial metrics as expected," said Margi Tooth, President of Trupanion. "Subscription revenue increased by 22% year-over-year. Moreover, discretionary profit from our core subscription business increased 55% while acquisition spend decreased 23% year-over-year. We continue to prioritize cash flow generation with the intention of gradually increasing our spending on growth as our margins expand."
First Quarter 2024 Financial and Business Highlights
•Total revenue was $306.1 million, an increase of 19% compared to the first quarter of 2023.
•Total enrolled pets (including pets from our other business segment) was 1,708,017 at March 31, 2024, an increase of 6% over March 31, 2023.
•Subscription business revenue was $201.1 million, an increase of 22% compared to the first quarter of 2023.
•Subscription enrolled pets was 1,006,168 at March 31, 2024, an increase of 11% over March 31, 2023.
•Net loss was $(6.9) million, or $(0.16) per basic and diluted share, compared to net loss of $(24.8) million, or $(0.60) per basic and diluted share, in the first quarter of 2023.
•Adjusted EBITDA was $4.8 million, compared to adjusted EBITDA of $(4.9) million in the first quarter of 2023.
•Operating cash flow was $2.4 million and free cash flow was $(0.6) million in the first quarter of 2024. This compared to operating cash flow of $(6.9) million and free cash flow of $(12.0) million in the first quarter of 2023.
•At March 31, 2024, the Company held $275.2 million in cash and short-term investments, including $38.1 million held outside the insurance entities, with an additional $15 million available under its credit facility.
•The Company maintained $256.7 million of capital surplus at its insurance subsidiaries. This was $103.4 million more than the estimated risk-based capital requirement of $153.3 million.
Margi Tooth CEO Appointment
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.
Conference Call
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.
About Trupanion
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.
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, 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.
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. 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) | |
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| Net loss per share: | | | | | | | |
| Basic and diluted | | | | | $ | (0.16) | | | $ | (0.60) | |
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| Weighted average shares of common stock outstanding: | | | | | | | |
| Basic and diluted | | | | | 41,917,094 | | | 41,107,889 | |
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(1)Includes stock-based compensation expense as follows: | | | Three Months Ended March 31, |
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| | | | | 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 | |
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(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 | |
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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 | |
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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 | |
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| Purchases of property, equipment, and internal-use software | | | | | (3,065) | | | (5,184) | |
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| 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) | | | — | |
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| 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 | |
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| The following table sets forth our key operating metrics. |
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| 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 | % |
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| The following table reflects the reconciliation of cash provided by operating activities to free cash flow (in thousands): |
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| | | Three Months Ended March 31, |
| | | | | 2024 | | 2023 |
| Net cash provided by (used in) operating activities | | | | | $ | 2,434 | | | $ | (6,862) | |
| Purchases of property, equipment, and internal-use software | | | | | (3,065) | | | (5,184) | |
| Free cash flow | | | | | $ | (631) | | | $ | (12,046) | |
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| 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) | |
|
Contacts:
Investors:
Laura Bainbridge
Senior Vice President, Corporate Communications
Exhibit 99.2
Trupanion's Margi Tooth Appointed Chief Executive Officer Effective August 1, 2024
–Founder and CEO Darryl Rawlings to continue to serve as Chair of the Board
in furtherance of previously announced succession plan
SEATTLE, WA. May 2, 2024 -- Trupanion, Inc. (Nasdaq: TRUP), a leading provider of medical insurance for cats and dogs, today announced that its Board of Directors has unanimously approved the appointment of Margi Tooth to 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 hold the dual titles of CEO and President. Additionally, Tooth is anticipated to be appointed to Trupanion’s Board of Directors during its July meeting. Trupanion’s founder and outgoing CEO Darryl Rawlings will continue to serve in the role of Chair of the Board, in which capacity he will continue to oversee the Company’s board of directors.
Tooth holds nearly two decades of experience as a growth-oriented leader within the pet insurance category. Her tenure includes over seven years with the UK’s largest pet insurance provider, during which time the category saw tremendous growth, reaching approximately 25% penetration.
Tooth’s appointment to CEO follows a proven career at Trupanion, spanning over a decade in leadership positions of increasing responsibility including Chief Marketing Officer, Chief Revenue Officer and as of January of 2021, President. During her time at Trupanion, Tooth has played a pivotal role in the company's growth and success, overseeing the execution of its strategic plan which includes diversifying into new channels, products, and geographies, while ensuring that the core Trupanion product, designed with the heart of the veterinary community in mind, remains front and center. Under her leadership, Trupanion has achieved significant milestones, including surpassing $1 billion in revenue, reaching over 1 million subscription pets, and paying out nearly $3 billion in veterinary invoices. Additionally, Tooth's leadership has led to improving operational efficiency through targeted overhauls in several departments.
Ms. Tooth's extensive experience, including serving as President of Trupanion since 2021, coupled with her deep understanding of the pet insurance industry, strongly positions her to lead Trupanion into its next phase of growth in its global underpenetrated markets, while staying aligned with the needs of veterinarians and pet owners.
Darryl Rawlings stated, "There is no one I trust greater than Margi to lead Trupanion as CEO. During Margi’s tenure, Trupanion has experienced significant growth, with revenue increasing from less than $100 million to over $1 billion. Her impact, however, extends well beyond the numbers. In the last 18 months, Margi has assumed oversight of every department at Trupanion and started to overhaul key operational areas to drive improved efficiency and performance. Margi brings exceptional passion, dedication, and knowledge to the role and she embodies the heart and spirit of Trupanion. It has been my honor and privilege to serve as a resource to her over the past decade and I look forward to serving our shareholders as Chair of the Board.”
Murray Low, Trupanion’s Lead Independent Director, stated, "Today’s announcement reflects our confidence in Margi’s proven leadership. With this move, we enable a smooth transition to a proven executive in Margi, while maintaining ongoing board-level leadership from Darryl. The unanimous support from the Board and appointment ahead of our original timeline underscores our trust in her abilities. We're eager to see her continue Trupanion's success."
Margi Tooth stated, "It's an honor to lead Trupanion as CEO. Our mission to support pet parents is my daily motivation and it resonates deeply with me. I'm proud to lead our equally passionate team in serving our members, and the veterinary community, paying out nearly $2 million in veterinary invoices daily. Yet still, with less than 5% of pets in North America and Continental Europe covered by pet medical insurance today, there's so much more to be done to
ensure pets receive the care they deserve and veterinarians can practice the medicine for which they’ve trained. I'm excited to lead Trupanion in this journey, and am forever grateful for the support and mentoring from Darryl, and the Board, and I look forward to our partnership moving forward."
Rawlings once again confirmed his commitment to serve as Chair of the Board until 2035, if amenable to shareholders. In addition to serving as Chair of the Board, Rawlings will enter into a consulting agreement with Trupanion to provide services related to the development of the Company’s food initiative.
About Trupanion
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. 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.
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, the anticipated change in the Chief Executive Officer of the company, Ms. Tooth assuming the role and responsibilities of the CEO role, Ms. Tooth’s potential appointment to the Trupanion board of directors, and anticipated consulting services to be provided by Mr. Rawlings, and the company’s ability to execute its business plan and grow successfully. 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, including unexpected circumstances that could result in Ms. Tooth and Mr. Rawlings not consummating the role changes described herein, or result in Ms. Tooth not joining the Trupanion board as currently anticipated. 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: deliberations and determinations by the Trupanion board based on the future performance of the company or otherwise, 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, 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 complete its 2023 annual audit and timely file its Form 10-K, 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, 2022 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.
Contacts:
Investors:
Laura Bainbridge
Senior Vice President, Corporate Communications