TRUPANION INC., 10-Q filed on 5/7/2015
Quarterly Report
Document and Entity Information Document
3 Months Ended
Mar. 31, 2015
Entity Information [Line Items]
 
Entity Registrant Name
TRUPANION INC. 
Entity Central Index Key
0001371285 
Current Fiscal Year End Date
--12-31 
Entity Filer Category
Non-accelerated Filer 
Document Type
10-Q 
Document Period End Date
Mar. 31, 2015 
Document Fiscal Year Focus
2015 
Document Fiscal Period Focus
Q1 
Amendment Flag
false 
Entity Common Stock, Shares Outstanding
28,089,121 
Condensed Consolidated Statement of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Income Statement [Abstract]
 
 
Revenue
$ 33,310 
$ 25,640 
Claims expenses
23,351 
17,034 
Other cost of revenue
4,377 
3,850 
Gross profit
5,582 
4,756 
Sales and marketing
3,651 
2,646 
Technology Services Costs
2,798 
2,200 
General and administrative
3,697 
2,786 
Total operating expenses
10,146 
7,632 
Operating loss
(4,564)
(2,876)
Interest expense
245 
736 
Other expense, net
19 
1,286 
Loss before income taxes
(4,828)
(4,898)
Income tax expense
108 
15 
Net loss
$ (4,936)
$ (4,913)
Net loss per share: Basic and diluted (per share)
$ (0.18)
$ (3.22)
Weighted average shares used to compute net loss per share: Basic and diluted (in shares)
27,337,302 
1,524,028 
Condensed Consolidated Statement of Comprehensive Income Statement (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
 
 
Net loss
$ (4,936)
$ (4,913)
Foreign currency translation adjustments
(129)
51 
Change in unrealized losses on available-for-sale securities
(8)
35 
Other comprehensive (loss) income, net of taxes
(137)
86 
Total comprehensive loss
$ (5,073)
$ (4,827)
Condensed Consolidated Balance Sheet (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Cash and cash equivalents
$ 32,494 
$ 53,098 
Short-term Investments
21,330 
22,371 
Accounts and other receivables
7,786 
7,887 
Prepaid expenses and other assets
1,448 
1,299 
Total current assets
63,058 
84,655 
Investments in fixed maturities, at fair value
934 
942 
Property and equipment, net
8,618 
7,862 
Other long term assets
4,831 
4,847 
Other Assets, Noncurrent
16 
Total assets
77,457 
98,306 
Accounts payable
1,438 
1,962 
Accrued liabilities
3,560 
4,607 
Claims reserve
5,185 
5,107 
Deferred Revenue, Current
9,677 
9,345 
Other payables
1,083 
1,523 
Total current liabilities
20,943 
22,544 
Long-term debt
14,900 
Deferred tax liabilities
1,495 
1,495 
Other liabilities
102 
92 
Total liabilities
22,540 
39,031 
Common stock: $0.00001 par value per share
Preferred Stock, Value, Outstanding
Additional paid-in capital
119,760 
119,045 
Accumulated other comprehensive loss
(126)
11 
Accumulated deficit
(62,116)
(57,180)
Treasury stock, at cost
2,601 
2,601 
Stockholders' Equity Attributable to Parent
54,917 
59,275 
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit
$ 77,457 
$ 98,306 
Condensed Consolidated Balance Sheet Condensed Consolidated Balance Sheet Parentheticals (USD $)
Mar. 31, 2015
Dec. 31, 2014
Common Stock [Member]
 
 
Common Stock, Par or Stated Value Per Share
$ 0 
$ 0 
Common Stock, Shares Authorized
200,000,000 
200,000,000 
Common Stock, Shares, Issued
28,710,100 
28,451,920 
Common Stock, Shares, Outstanding
28,089,121 
27,830,941 
Preferred Stock [Member]
 
 
Preferred Stock, Par or Stated Value Per Share
$ 0 
$ 0 
Preferred Stock, Shares Authorized
10,000,000 
10,000,000 
Preferred Stock, Shares Issued
Preferred Stock, Shares Outstanding
Treasury Stock [Member]
 
 
Treasury Stock, Shares
620,979 
620,979 
Condensed Consolidated Statement of Cash Flows (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Statement of Cash Flows [Abstract]
 
 
Net loss
$ (4,936)
$ (4,913)
Depreciation and amortization
566 
309 
Amortization of Financing Costs and Discounts
227 
Warrant expense
1,219 
Stock-based compensation expense
703 
567 
Other Operating Activities, Cash Flow Statement
116 
(45)
Accounts receivable
75 
(142)
Prepaid expenses and other current assets
(152)
(178)
Accounts payable
(387)
520 
Accrued liabilities
(736)
(1,554)
Claims reserve
76 
(657)
Deferred revenue
329 
208 
Other payables
(330)
396 
Net cash used in operating activities
(4,908)
(3,953)
Purchases of investment securities
(3,206)
(2,677)
Maturities of investment securities
4,245 
3,809 
Purchases of property and equipment
(1,590)
(1,016)
Net cash (used in) provided by investing activities
(551)
116 
Payments of Financing Costs
(619)
Proceeds from exercise of stock options
367 
20 
Payment on line of credit
(14,900)
Payments Related to Tax Withholding for Share-based Compensation
(384)
Net cash used in financing activities
(14,917)
(599)
Effect of foreign exchange rates on cash, net
(228)
90 
Net change in cash and cash equivalents
(20,604)
(4,346)
Cash and cash equivalents at beginning of period
53,098 
14,939 
Cash and cash equivalents at end of period
32,494 
10,593 
Income taxes paid
(98)
(7)
Interest paid
(249)
(227)
Increase in payables for property and equipment
(367)
(422)
Increase in payables for deferred financing costs
$ 0 
$ (812)
Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations and Summary of Significant Accounting Policies
Description of Business
Trupanion, Inc. (collectively with its wholly-owned subsidiaries, the Company) is a direct-to-consumer monthly subscription service provider of a medical plan for cats and dogs throughout the United States, Canada and Puerto Rico.
Basis of Presentation
The consolidated balance sheet data as of December 31, 2014 was derived from audited consolidated financial statements. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K, filed with the U.S Securities and Exchange Commission on February 24, 2015. The accompanying unaudited consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of its operations, as of and for the periods presented. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, or for any other period.
Reclassifications
Certain prior year amounts have been reclassified within the Company’s consolidated financial statements from their original presentation to conform to the current period presentation. In addition, amounts in note 8 related to segments have been recast to reflect a change in the composition of the Company’s segments as described in note 8.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies and the reported amounts of revenue and expenses. Significant items subject to such estimates and assumptions include the valuation of deferred tax assets, stock-based compensation, claims reserve and useful lives of software developed for internal use. Actual results could differ from the estimates used in preparing the consolidated financial statements.
Income Taxes
The Company is subject to income taxes in the United States and in Canada. The provision for income taxes reflects the Company's estimated effective tax rate for the year. The difference between this rate and the U.S. federal income tax rate of 35% was primarily due to a full valuation allowance on its U.S. deferred tax assets.
Accumulated Other Comprehensive Loss
There were no reclassifications out of accumulated other comprehensive loss during the three months ended March 31, 2015 and 2014.
Insurance Operations
Effective January 1, 2015, the Company formed a segregated account in Bermuda as part of Wyndham Insurance Company (SAC) Limited (WICL), and entered into a revised fronting and reinsurance arrangement with Omega General Insurance Company (Omega) to include its newly formed segregated account. The Company maintains all risk with the business written in Canada and consolidates the entity in its financial statements. Contractual requirements restrict dividends from this entity until after 2016, at which time dividends will be allowed subject to the Segregated Accounts Company Act of 2000, which allows for dividends only to the extent that the entity remains solvent and the value of its assets remain greater than the aggregate of its liabilities and its issued share capital and share premium accounts.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued an Accounting Standard Update (ASU) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Insurance contracts are excluded from the scope of this new guidance. The guidance is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption prohibited, and must be applied retrospectively or modified retrospectively. We do not believe this ASU will have a material impact on our consolidated financial statements.
Net Loss per Share
Earnings Per Share [Text Block]
Net Loss per Share
Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. Excluded from the weighted-average number of shares outstanding are shares that have been issued and are subject to future vesting and unvested restricted stock. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. Potentially dilutive common stock equivalents are comprised of convertible preferred stock, warrants for the purchase of convertible preferred stock and common stock, exchangeable shares, unvested restricted stock, restricted stock units, and stock options. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.
The following potential dilutive equity securities are not included in the diluted net loss per common share calculation because they would have had an antidilutive effect:
 
As of March 31,
 
2015
 
2014
Stock options
4,677,592

 
4,833,400

Restricted stock awards and units
592,625

 
714,365

Warrants
869,999

 
884,111

Series A convertible preferred stock

 
7,466,283

Series B convertible preferred stock

 
3,546,384

Series C convertible preferred stock

 
3,845,322

Exchangeable shares

 
2,247,130


Convertible preferred stock is presented on an as converted basis to reflect the applicable conversion ratio.
Investment Securities
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]
Investment Securities
The amortized cost, gross unrealized holding losses, and fair value of available-for-sale and short-term investments by major security type and class of security were as follows as of March 31, 2015 and December 31, 2014 (in thousands):
 
Amortized
Cost
 
Gross
Unrealized
Holding
Losses
 
Fair
Value
As of March 31, 2015
 
 
 
 
 
       Available-for-sale:
 
 
 
 
 
              Municipal bond
$
1,000

 
$
(66
)
 
$
934

 
$
1,000

 
$
(66
)
 
$
934

       Short-term investments:
 
 
 
 
 
              U.S. Treasury securities
$
5,782

 
$
(1
)
 
$
5,781

              Certificates of deposit
800

 

 
800

              U.S. government funds
14,748

 

 
14,748

 
$
21,330


$
(1
)

$
21,329

 
 
 
 
 
 
 
Amortized
Cost
 
Gross
Unrealized
Holding
Losses
 
Fair
Value
As of December 31, 2014
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
Municipal bond
$
1,000

 
$
(58
)
 
$
942

 
$
1,000


$
(58
)

$
942

Short-term investments:
 
 
 
 
 
U.S. Treasury securities
$
5,677

 
$

 
$
5,677

Certificates of deposit
800

 

 
$
800

U.S. government funds
15,894

 

 
$
15,894

 
$
22,371


$


$
22,371


Maturities of debt securities classified as available-for-sale were as follows (in thousands):
 
March 31, 2015
 
Amortized
Cost
 
Fair
Value
Available-for-sale:

 

Due under one year
$

 
$

Due after one year through five years

 

Due after five years through ten years
1,000

 
934

Due after ten years

 


$
1,000

 
$
934


The Company had one investment with an unrealized loss of $0.1 million and a fair value of $0.9 million at March 31, 2015 and December 31, 2014. The debt security has been in the unrealized loss position for more than 12 months. The Company has assessed the bond for credit impairment and has determined that there is no intent to sell this bond and it is likely that it will hold the investment for a period of time sufficient to allow for a recovery. Furthermore, future payments on this bond are insured by a financial guarantee insurer. Therefore, the Company believes that the unrealized loss on this bond constitutes a temporary impairment.
Fair Value
Fair Value Disclosures [Text Block]
Fair Value
The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.
When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
Level 2 inputs: Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (in thousands):
 
As of March 31, 2015
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
Municipal bond
$
934

 
$

 
$
934

 
$

Money market funds
20,574

 
20,574

 

 

Total
$
21,508

 
$
20,574

 
$
934

 
$

 
 
 
 
 
 
 
 
 
As of December 31, 2014
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
Municipal bond
$
942

 
$

 
$
942

 
$

Money market funds
44,575

 
44,575

 

 

Total
$
45,517

 
$
44,575

 
$
942

 
$


The Company estimates fair value for its long-term debt based upon rates currently available to the Company for debt with similar terms and remaining maturities. This is a Level 3 measurement. Based upon the terms of the debt, the carrying amount of long term debt approximated fair value at December 31, 2014.
The Company’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers between levels for the three months ended March 31, 2015 and 2014.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
Investment securities: Debt securities classified as available-for-sale are measured using quoted market prices when quoted market prices are available. If quoted market prices in active markets for identical assets are not available to determine fair value, then the Company uses quoted prices of similar instruments and other significant inputs derived from observable market data obtained from third-party data providers. Held-to-maturity securities are carried at amortized cost and the fair value is disclosed in Note 3. Fair value is determined in the same manner as available-for-sale securities and is considered a Level 2 measurement.
Warrant liabilities: These liabilities are valued using the Black-Scholes-Merton option-pricing model using certain unobservable inputs that are estimated by the Company. These inputs include a measure of volatility using an average of peer companies’ publicly traded stock volatility, expected dividend payments based on management’s assertion that no dividends will be paid in the near term, the remaining contractual term and a discount rate using an average equivalent bond yield calculation.
An increase or decrease in any of these unobservable inputs would result in a change in the fair value measurement, which may be significant. The liabilities were revalued each period-end until exercised, expired or modified to exclude recurring fair value measurement.
A rollforward of activity in liabilities valued using Level 3 inputs is as follows (in thousands):
 
Warrant Liabilities
 
2015
 
2014
Balance at January 1,
$

 
$
4,900

Change in fair value upon remeasurement

 
1,219

Balance at March 31,
$

 
$
6,119


Changes in fair value upon remeasurement are recorded in other expense, net on the consolidated statement of operations.
Debt
Debt Disclosure [Text Block]
Debt
The Company has a revolving line of credit with a bank, which is secured by any and all interest the Company has in assets that are not otherwise restricted. The revolving line of credit bears a variable interest rate equal to the greater of 5.0% or 1.5% plus the prime rate. Interest expense is due monthly on the outstanding principal amount with all amounts outstanding under the revolving line of credit due upon maturity in July 2016. The credit agreement requires the Company to comply with various financial and non-financial covenants. This facility also has a compensating balance requirement of $0.5 million.
Borrowings on the revolving line of credit are limited to the lesser of $20.0 million in 2015 and 2014, and the total amount of cash and securities held by American Pet Insurance Company (APIC), less up to $0.5 million for obligations the Company may have outstanding for other ancillary services. The Company has no outstanding borrowings on this line of credit as of March 31, 2015.
Commitment and Contingencies
Commitments and Contingencies Disclosure [Text Block]
Commitments and Contingencies
The Company has entered into strategic marketing and consulting agreements with various parties. Agreements entered into during the three months ended March 31, 2015 will result in an increase in commitments of $0.6 million in 2015, $1.1 million in 2016 and $0.3 million in 2017.
The Company completed a voluntary self-disclosure with the Canada Revenue Agency related to goods and services tax (GST) and harmonized sales tax (HST) owed for 2007 through 2013. During the three months ended March 31, 2015, the Company received the final assessment of GST and HST owed amounting to $0.8 million and paid $0.4 million of this fee to the Canada Revenue Agency. The remainder of the amount owed is expected to be paid in the three months ended June 30, 2015. Interest will be due on the amounts owed until they are paid.
The Company’s subsidiary, APIC, a New York insurance company, received an inquiry from the California Department of Insurance (CDOI) in 2011 alleging APIC’s trial insurance policies issued in California are in violation of California law. The Company disputed this assertion. On February 12, 2015, APIC and CDOI entered into a Stipulation and Waiver whereby APIC voluntarily agreed to remove its trial certificate program in favor of a new program that was approved by the CDOI. APIC also agreed to pay a fine and reimburse CDOI expenses in an aggregate amount of $0.4 million which was accrued as of December 31, 2014. Pursuant to the stipulation, APIC did not admit any wrongdoing and continues to believe that its program was permissible under California law; however, the Company determined that it was in its best interest to resolve the dispute amicably.
The Company received an inquiry from the Washington State Office of the Insurance Commissioner (OIC) in December 2012 concerning whether subsidiaries of the Company were properly licensed, and whether certain of its employees were properly licensed, under Washington law. A regulatory examination took place during the third and fourth quarters of 2014. As of March 31, 2015 and December 31, 2014, the Company had accrued liabilities of $0.3 million and $0.2 million, respectively, for this matter. Adverse outcomes beyond recorded amounts are reasonably possible. At this stage in the matter, however, the Company is unable to estimate a possible loss or range of possible loss beyond amounts accrued.
The outcomes of the Company’s legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability beyond previously accrued amounts has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter.
Stock-based Compensation
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
Stock-Based Compensation
The following table presents information regarding stock options granted, exercised and forfeited for the periods presented:
 
Number Of Options
 
Weighted-Average Exercise Price
 
Aggregate Intrinsic Value
 
 
 
 
 
(in thousands)
December 31, 2014
5,112,556

 
$
3.19

 
$
21,116

Granted
57,374

 
7.36

 
 
Exercised
(330,875
)
 
1.58

 
2,068

Forfeited
(161,463
)
 
8.79

 
 
March 31, 2015
4,677,592

 
3.16

 
23,564

 
 
 
 
 
 
Vested and exercisable at March 31, 2015
3,415,825

 
$
1.93

 
$
20,833

As of March 31, 2015, the stock options outstanding had a remaining contractual life of 6.40 years.
Stock-based compensation expense includes stock options and restricted stock granted to employees and non-employees and has been reported in the Company’s statements of operations in claims expenses, other cost of revenue, sales and marketing, technology and development, and general and administrative expenses depending on the function performed by the employee or non-employee. The Company measures compensation expense on a straight-line basis except for restricted stock with a performance condition which is measured on a graded vesting schedule. The remaining 584,385 shares of unvested restricted stock measured on a graded vesting schedule are expected to vest over the remaining service term of approximately 4.50 years.
As of March 31, 2015, the Company had unrecognized stock-based compensation of $6.2 million related to stock options and restricted stock held by employees and non-employees, which is expected to vest over a weighted-average period of approximately 2.35 years. As of March 31, 2015, the Company had 1,261,767 unvested stock options and 592,625 restricted stock awards that are expected to vest. No net tax benefits related to the stock-based compensation costs have been recognized since the Company’s inception. The expense recognized in each category is provided in the table below:
 
Three Months Ended March 31,
 
2015
 
2014
 
(in thousands)
Claims expenses
$
53

 
$
57

Other cost of revenue
16

 
24

Sales and marketing
130

 
149

Technology and development
121

 
98

General and administrative
383

 
239

Total stock-based compensation
$
703

 
$
567

Segments
Segment Reporting Disclosure [Text Block]
Segments
The Company operates in two segments: subscription business and other business. The subscription business segment includes monthly subscriptions related to the Company’s medical plan which are marketed directly to consumers, while the other business segment includes all other business which is not directly marketed to consumers. Prior to January 1, 2015, certain enrollments not marketed directly to consumers were included in the subscription business segment as they were not segregated in reporting used by the chief operating decision maker. During the three months ended March 31, 2015, the Company began reporting these pets in its other business segment due to the characteristics of this business being similar to other arrangements within the other business segment. In addition, the chief operating decision maker began using information related to the subscription business segment excluding these pets in order to evaluate the Company's business and operations and make decisions. As such, these pets have been considered a part of the other business segment after January 1, 2015. Prior period segment information presented below has been recast to reflect this change.
The chief operating decision maker uses two measures to evaluate segment performance: revenue and gross profit. Corporate operating expenses, interest and other expenses, and income taxes are not allocated to the segments, nor included in the measure of segment profit or loss. The Company does not analyze discrete segment balance sheet information related to long-term assets.
Revenue and gross profit of the Company’s segments were as follows (in thousands):
 
Three Months Ended
 
March 31,
 
2015
 
2014
Revenue:
 
 
 
Subscription business
$
30,056

 
$
22,861

Other business
3,254

 
2,779

 
33,310

 
25,640

Claims expenses:
 
 
 
Subscription business
21,502

 
15,896

Other business
1,849

 
1,138

 
23,351

 
17,034

Other cost of revenue:
 
 
 
Subscription business
3,264

 
2,492

Other business
1,113

 
1,358

 
4,377

 
3,850

Gross profit:
 
 
 
Subscription business
5,290

 
4,473

Other business
292


283

 
5,582


4,756

Sales and marketing
3,651

 
2,646

Technology and development
2,798

 
2,200

General and administrative
3,697

 
2,786

Operating loss
$
(4,564
)

$
(2,876
)

The following table presents the Company’s revenue by geographic region of the member (in thousands):
 
Three Months Ended
 
March 31,
 
2015
 
2014
United States
$
25,831

 
$
18,882

Canada
7,479

 
6,758

Total revenue
$
33,310


$
25,640


Substantially all of the Company’s long-lived assets were located in the United States as of March 31, 2015.
Nature of Operations and Summary of Significant Accounting Policies (Policies)
Description of Business
Trupanion, Inc. (collectively with its wholly-owned subsidiaries, the Company) is a direct-to-consumer monthly subscription service provider of a medical plan for cats and dogs throughout the United States, Canada and Puerto Rico.
Basis of Presentation
The consolidated balance sheet data as of December 31, 2014 was derived from audited consolidated financial statements. The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K, filed with the U.S Securities and Exchange Commission on February 24, 2015. The accompanying unaudited consolidated financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the Company’s financial position and results of its operations, as of and for the periods presented. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, or for any other period.
Reclassifications
Certain prior year amounts have been reclassified within the Company’s consolidated financial statements from their original presentation to conform to the current period presentation. In addition, amounts in note 8 related to segments have been recast to reflect a change in the composition of the Company’s segments as described in note 8.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies and the reported amounts of revenue and expenses. Significant items subject to such estimates and assumptions include the valuation of deferred tax assets, stock-based compensation, claims reserve and useful lives of software developed for internal use. Actual results could differ from the estimates used in preparing the consolidated financial statements.
Income Taxes
The Company is subject to income taxes in the United States and in Canada. The provision for income taxes reflects the Company's estimated effective tax rate for the year. The difference between this rate and the U.S. federal income tax rate of 35% was primarily due to a full valuation allowance on its U.S. deferred tax assets.
Accumulated Other Comprehensive Loss
There were no reclassifications out of accumulated other comprehensive loss during the three months ended March 31, 2015 and 2014.
Insurance Operations
Effective January 1, 2015, the Company formed a segregated account in Bermuda as part of Wyndham Insurance Company (SAC) Limited (WICL), and entered into a revised fronting and reinsurance arrangement with Omega General Insurance Company (Omega) to include its newly formed segregated account. The Company maintains all risk with the business written in Canada and consolidates the entity in its financial statements. Contractual requirements restrict dividends from this entity until after 2016, at which time dividends will be allowed subject to the Segregated Accounts Company Act of 2000, which allows for dividends only to the extent that the entity remains solvent and the value of its assets remain greater than the aggregate of its liabilities and its issued share capital and share premium accounts.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued an Accounting Standard Update (ASU) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Insurance contracts are excluded from the scope of this new guidance. The guidance is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption prohibited, and must be applied retrospectively or modified retrospectively. We do not believe this ASU will have a material impact on our consolidated financial statements.
Net Loss per Share (Tables)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]
The following potential dilutive equity securities are not included in the diluted net loss per common share calculation because they would have had an antidilutive effect:
 
As of March 31,
 
2015
 
2014
Stock options
4,677,592

 
4,833,400

Restricted stock awards and units
592,625

 
714,365

Warrants
869,999

 
884,111

Series A convertible preferred stock

 
7,466,283

Series B convertible preferred stock

 
3,546,384

Series C convertible preferred stock

 
3,845,322

Exchangeable shares

 
2,247,130

Investment Securities Available-for-Sale (Tables)
The amortized cost, gross unrealized holding losses, and fair value of available-for-sale and short-term investments by major security type and class of security were as follows as of March 31, 2015 and December 31, 2014 (in thousands):
 
Amortized
Cost
 
Gross
Unrealized
Holding
Losses
 
Fair
Value
As of March 31, 2015
 
 
 
 
 
       Available-for-sale:
 
 
 
 
 
              Municipal bond
$
1,000

 
$
(66
)
 
$
934

 
$
1,000

 
$
(66
)
 
$
934

       Short-term investments:
 
 
 
 
 
              U.S. Treasury securities
$
5,782

 
$
(1
)
 
$
5,781

              Certificates of deposit
800

 

 
800

              U.S. government funds
14,748

 

 
14,748

 
$
21,330


$
(1
)

$
21,329

 
 
 
 
 
 
 
Amortized
Cost
 
Gross
Unrealized
Holding
Losses
 
Fair
Value
As of December 31, 2014
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
Municipal bond
$
1,000

 
$
(58
)
 
$
942

 
$
1,000


$
(58
)

$
942

Short-term investments:
 
 
 
 
 
U.S. Treasury securities
$
5,677

 
$

 
$
5,677

Certificates of deposit
800

 

 
$
800

U.S. government funds
15,894

 

 
$
15,894

 
$
22,371


$


$
22,371

Maturities of debt securities classified as available-for-sale were as follows (in thousands):
 
March 31, 2015
 
Amortized
Cost
 
Fair
Value
Available-for-sale:

 

Due under one year
$

 
$

Due after one year through five years

 

Due after five years through ten years
1,000

 
934

Due after ten years

 


$
1,000

 
$
934

Fair Value (Tables)
The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (in thousands):
 
As of March 31, 2015
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
Municipal bond
$
934

 
$

 
$
934

 
$

Money market funds
20,574

 
20,574

 

 

Total
$
21,508

 
$
20,574

 
$
934

 
$

 
 
 
 
 
 
 
 
 
As of December 31, 2014
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
Municipal bond
$
942

 
$

 
$
942

 
$

Money market funds
44,575

 
44,575

 

 

Total
$
45,517

 
$
44,575

 
$
942

 
$

A rollforward of activity in liabilities valued using Level 3 inputs is as follows (in thousands):
 
Warrant Liabilities
 
2015
 
2014
Balance at January 1,
$

 
$
4,900

Change in fair value upon remeasurement

 
1,219

Balance at March 31,
$

 
$
6,119

Stock-based Compensation (Tables)
The following table presents information regarding stock options granted, exercised and forfeited for the periods presented:
 
Number Of Options
 
Weighted-Average Exercise Price
 
Aggregate Intrinsic Value
 
 
 
 
 
(in thousands)
December 31, 2014
5,112,556

 
$
3.19

 
$
21,116

Granted
57,374

 
7.36

 
 
Exercised
(330,875
)
 
1.58

 
2,068

Forfeited
(161,463
)
 
8.79

 
 
March 31, 2015
4,677,592

 
3.16

 
23,564

 
 
 
 
 
 
Vested and exercisable at March 31, 2015
3,415,825

 
$
1.93

 
$
20,833

As of March 31, 2015, the stock options outstanding had a remaining contractual life of 6.40 years.
The expense recognized in each category is provided in the table below:
 
Three Months Ended March 31,
 
2015
 
2014
 
(in thousands)
Claims expenses
$
53

 
$
57

Other cost of revenue
16

 
24

Sales and marketing
130

 
149

Technology and development
121

 
98

General and administrative
383

 
239

Total stock-based compensation
$
703

 
$
567

Segments (Tables)
Revenue and gross profit of the Company’s segments were as follows (in thousands):
 
Three Months Ended
 
March 31,
 
2015
 
2014
Revenue:
 
 
 
Subscription business
$
30,056

 
$
22,861

Other business
3,254

 
2,779

 
33,310

 
25,640

Claims expenses:
 
 
 
Subscription business
21,502

 
15,896

Other business
1,849

 
1,138

 
23,351

 
17,034

Other cost of revenue:
 
 
 
Subscription business
3,264

 
2,492

Other business
1,113

 
1,358

 
4,377

 
3,850

Gross profit:
 
 
 
Subscription business
5,290

 
4,473

Other business
292


283

 
5,582


4,756

Sales and marketing
3,651

 
2,646

Technology and development
2,798

 
2,200

General and administrative
3,697

 
2,786

Operating loss
$
(4,564
)

$
(2,876
)
The following table presents the Company’s revenue by geographic region of the member (in thousands):
 
Three Months Ended
 
March 31,
 
2015
 
2014
United States
$
25,831

 
$
18,882

Canada
7,479

 
6,758

Total revenue
$
33,310


$
25,640

Nature of Operations and Summary of Significant Accounting Policies (Details) OCI (USD $)
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
 
 
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax
$ 0 
$ 0 
 
Accumulated other comprehensive loss: unrealized loss on available for sale securities
(66,000)
 
(58,000)
Unrealized foreign currency gain (loss)
$ (129,000)
$ 51,000 
 
Net Loss per Share (Details) Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
Mar. 31, 2015
Dec. 31, 2014
Mar. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number
4,677,592 
5,112,556 
4,833,400 
Unvested restricted stock, expected to vest
592,625 
 
714,365 
Common shares attributable to dilutive effect of warrants
869,999 
 
884,111 
Common shares attributable to dilutive effect of exchangeable shares
 
 
Series A convertible preferred stock
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
Common shares attributable to dilutive effect of preferred stock
 
7,466,283 
Series B convertible preferred stock
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
Common shares attributable to dilutive effect of preferred stock
 
3,546,384 
Series C convertible preferred stock
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
Common shares attributable to dilutive effect of preferred stock
 
3,845,322 
Exchangeable shares
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
Common shares attributable to dilutive effect of exchangeable shares
 
 
2,247,130 
Investment Securities (Details) Investment Schedule (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Investment [Line Items]
 
 
Held-to-maturity securities, amortized cost
$ 21,330 
$ 22,371 
Held-to-maturity securities, gross unrealized holding losses
(1)
Held-to-maturity securities, fair value
21,329 
22,371 
Available-for-sale securities, amortized cost
1,000 
1,000 
Available-for-sale securities, gross unrealized holding losses
66 
58 
Available-for-sale securities, fair value
934 
942 
Municipal Bonds [Member]
 
 
Investment [Line Items]
 
 
Available-for-sale securities, amortized cost
1,000 
1,000 
Available-for-sale securities, gross unrealized holding losses
66 
58 
Available-for-sale securities, fair value
934 
942 
U.S. Treasury securities
 
 
Investment [Line Items]
 
 
Held-to-maturity securities, amortized cost
5,782 
5,677 
Held-to-maturity securities, gross unrealized holding losses
(1)
Held-to-maturity securities, fair value
5,781 
5,677 
Certificates of deposit
 
 
Investment [Line Items]
 
 
Held-to-maturity securities, amortized cost
800 
800 
Held-to-maturity securities, gross unrealized holding losses
Held-to-maturity securities, fair value
800 
800 
US government debt securities
 
 
Investment [Line Items]
 
 
Held-to-maturity securities, amortized cost
14,748 
15,894 
Held-to-maturity securities, gross unrealized holding losses
Held-to-maturity securities, fair value
$ 14,748 
$ 15,894 
Investment Securities (Details) Narrative (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Investments, Debt and Equity Securities [Abstract]
 
Available-for-sale securities, continuous unrealized loss position, fair value
$ 66 
Available-for-sale securities, debt maturities, fair value
$ 934 
Investment Securities (Details) Held-to-Maturity (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Investments, Debt and Equity Securities [Abstract]
 
 
Held-to-maturity securities, amortized cost
$ 21,330 
$ 22,371 
Held-to-maturity securities, fair value
$ 21,329 
$ 22,371 
Investment Securities (Details) Available-for-Sale (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Investments, Debt and Equity Securities [Abstract]
 
 
Available-for-sale securities, debt maturities, next twelve months, amortized cost basis
$ 0 
 
Available-for-sale securities, debt maturities, next twelve months, fair value
 
Available-for-sale securities, debt maturities, year two through five, amortized cost basis
 
Available-for-sale securities, debt maturities, year two through five, fair value
 
Available-for-sale securities, debt maturities, year six through ten, amortized cost basis
1,000 
 
Available-for-sale securities, debt maturities, year six through ten, fair value
934 
 
Available-for-sale securities, debt maturities, after ten years, amortized cost basis
 
Available-for-sale securities, debt maturities, after ten years, fair value
 
Available-for-sale securities, amortized cost
1,000 
1,000 
Available-for-sale securities, debt maturities, fair value
$ 934 
 
Fair Value (Details) Unobservable (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable Securities, Noncurrent
$ 934 
$ 942 
Assets, Fair Value Disclosure
21,508 
45,517 
Fair Value, Inputs, Level 1 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Assets, Fair Value Disclosure
20,574 
44,575 
Fair Value, Inputs, Level 2 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Assets, Fair Value Disclosure
934 
942 
Fair Value, Inputs, Level 3 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Assets, Fair Value Disclosure
Money Market Funds [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value Disclosure
20,574 
44,575 
Money Market Funds [Member] |
Fair Value, Inputs, Level 1 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value Disclosure
20,574 
44,575 
Money Market Funds [Member] |
Fair Value, Inputs, Level 2 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value Disclosure
Money Market Funds [Member] |
Fair Value, Inputs, Level 3 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Cash and Cash Equivalents, Fair Value Disclosure
Municipal bond
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable Securities, Noncurrent
 
942 
Municipal bond |
Fair Value, Inputs, Level 1 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable Securities, Noncurrent
Municipal bond |
Fair Value, Inputs, Level 2 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable Securities, Noncurrent
934 
942 
Municipal bond |
Fair Value, Inputs, Level 3 [Member]
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Marketable Securities, Noncurrent
$ 0 
$ 0 
Fair Value (Details) Rollforward of Level 3 (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Fair Value Disclosures [Abstract]
 
 
Warrant liabilities (period start)
$ 0 
$ 4,900 
Fair value adjustment of warrants
1,219 
Warrant liabilities (period end)
$ 0 
$ 6,119 
Debt (Details) Narrative (USD $)
3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Debt Instrument [Line Items]
 
 
Line of credit facility, interest rate description
greater of 5.0% or 1.5% plus the prime rate 
 
Compensating balance
$ 500,000 
 
Line of Credit Facility, Maximum Amount Outstanding During Period
20,000,000 
20,000,000 
Line of Credit, Current
$ 0 
 
Commitment and Contingencies (Details) Narrative (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
 
 
 
 
 
Long-term Purchase Commitment, Amount
$ 300,000 
$ 1,100,000 
$ 600,000 
 
 
GST/HST tax accrual
 
 
 
 
799,000 
GST/HST Paid
 
 
 
 
413,000 
Litigation Settlement, Amount
 
 
 
400,000 
 
Loss contingency accrual
 
 
 
$ 200,000 
$ 300,000 
Stock-based Compensation (Details) Options Granted, Exercised and Forfeited (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
 
 
 
Unvested restricted stock, expected to vest
592,625 
 
714,365 
Stock-based compensation, options, forfeited, weighted-average exercise price
$ 8.79 
 
 
Stock-based compensation, options, outstanding, number of shares
4,677,592 
5,112,556 
4,833,400 
Stock-based compensation, options, outstanding, weighted-average exercise price
$ 3.16 
$ 3.19 
 
Stock-based compensation, options, outstanding, aggregate intrinsic value
$ 23,564 
$ 21,116 
 
Stock-based compensation, options, granted, number of options
57,374 
 
 
Stock-based compensation, options, granted, weighted-average exercise price
$ 7.36 
 
 
Stock-based compensation, options, exercised, weighted-average exercise price
$ 1.58 
 
 
Stock-based compensation, options, exercised
(330,875)
 
 
Stock-based compensation, options, exercised, aggregate intrinsic value
2,068 
 
 
Stock-based compensation, options, forfeited
(161,463)
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number
3,415,825 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price
$ 1.93 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value
$ 20,833 
 
 
Stock-based Compensation (Details) Expense Category (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Stock-based Compensation
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
$ 703 
$ 567 
Claims expense
 
 
Stock-based Compensation
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
53 
57 
Other Expense [Member]
 
 
Stock-based Compensation
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
16 
24 
Sales and marketing
 
 
Stock-based Compensation
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
130 
149 
Technology services costs [Member]
 
 
Stock-based Compensation
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
121 
98 
General and administrative
 
 
Stock-based Compensation
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
$ 383 
$ 239 
Stock-based Compensation (Details) Narrative (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
 
Unvested Portion of Restricted Stock Grant with IPO Performance Condition
584,385 
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized
$ 6,195 
Unvested RSUs with IPO Performance Condition, Remaining Vesting Period
4 years 6 months 
Remaining contractual life, share-based payments, weighted average
6 years 4 months 24 days 
Share-based compensation arrangement , non-employee, weighted average remaining vesting period
2 years 4 months 6 days 
Share-based compensation arrangement by share-based payment award, options, nonvested, number of shares
1,261,767 
Segments (Details) Business Segment (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Segment Reporting Information [Line Items]
 
 
Revenue
$ 33,310 
$ 25,640 
Claims expenses
23,351 
17,034 
Other cost of revenue
4,377 
3,850 
Gross profit
5,582 
4,756 
Sales and marketing
3,651 
2,646 
Technology Services Costs
2,798 
2,200 
General and administrative
3,697 
2,786 
Operating loss
(4,564)
(2,876)
Subscription business
 
 
Segment Reporting Information [Line Items]
 
 
Revenue
30,056 
22,861 
Claims expenses
21,502 
15,896 
Other cost of revenue
3,264 
2,492 
Gross profit
5,290 
4,473 
Other business
 
 
Segment Reporting Information [Line Items]
 
 
Revenue
3,254 
2,779 
Claims expenses
1,849 
1,138 
Other cost of revenue
1,113 
1,358 
Gross profit
$ 292 
$ 283 
Segments (Details) Revenue by Geography (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Mar. 31, 2014
Segment Reporting Information [Line Items]
 
 
Revenues
$ 33,310 
$ 25,640 
CANADA
 
 
Segment Reporting Information [Line Items]
 
 
Revenues
7,479 
6,758 
UNITED STATES
 
 
Segment Reporting Information [Line Items]
 
 
Revenues
$ 25,831 
$ 18,882