What changed in this filing

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Item 9A. Controls and Procedures

2022-02-17 compared with 2021-02-12 · 25 added, 41 removed, 235 unchanged (22% of the section changed)

9 unchanged sentences

Ernst & Young has independently assessed the effectiveness of the Company's internal control over financial reporting and its report is included below.

We completed the acquisition of Aquarium in October 2020.

We have not yet fully incorporated the internal controls and procedures at Aquarium into our internal control over financial reporting, and as such, management excluded Aquarium from its assessment of the effectiveness of our internal control over financial reporting as of and for the year ended December 31, 2020.

The acquired Aquarium business was immaterial to our consolidated financial statements, and constituted less than 10% of our total assets as of December 31, 2020 and less than 1% of our total revenue for the year ended December 31, 2020.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended December 31, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Annual Report on Form 10-K that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

7 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021 , based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Aquarium Software Limited (Aquarium) which is included in the 2020 consolidated financial statements of the Company.

Aquarium constituted less than 10% of the Company’s total assets as of December 31, 2020 and less than 1% of the Company’s total revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Aquarium.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020 , the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021 , and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated February 17, 2022 expressed an unqualified opinion thereon.

19 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

24 unchanged sentences

Amended and Restated Bylaws of the Registrant.

10-K 001-36537 3.3 2/12/2021

Description of Capital Stock

10 unchanged sentences

S-1 333-196814 10.4 6/16/2014

Consulting Agreement, dated May 5, 2014, by and between the Registrant and Howard Rubin.

S-1 333-196814 10.8 6/16/2014

First Amendment to Consulting Agreement, dated January 1, 2016, by and between the Registrant and Howard Rubin.

10-Q 001-36537 10.2 5/6/2016

Second Amendment to Consulting Agreement, dated January 1, 2017 by and between the Registrant and Howard Rubin.

10-K 001-36537 10.13 2/15/2017

Third Amendment to Consulting Agreement, dated January 1, 2019 by and between the Registrant and Howard Rubin.

10-Q 001-36537 10.2 5/3/2019

Agency Agreement between Omega General Insurance Company and Trupanion Brokers Ontario, Inc., effective January 1, 2015.

6 unchanged sentences

10.15 2/24/2015

Quota Share Reinsurance Agreement between Wyndham Insurance Company (SAC) Limited and Omega General Insurance Company, effective January 1, 2018.

10-K 001-36537 10.20 2/14/2018

Quota Share Reinsurance Agreement between Wyndham Insurance Company (SAC) Limited and Omega General Insurance Company, effective January 1, 2019.

Quota Share Reinsurance Agreement between Wyndham Insurance Company (SAC) Limited and Omega General Insurance Company, effective July 1, 2020.

10-K 001-36537 10.23 2/14/2020

1 unchanged sentence

10-K 001-36537 10.16 2/12/2021

Quota Share Reinsurance Agreement between Wyndham Insurance Company (SAC) Limited and Omega General Insurance Company, effective July 1, 2020.

10-K 001-36537 10.23 2/14/2020

Quota Share Reinsurance Agreement between Wyndham Insurance Company (SAC) Limited and Omega General Insurance Company, effective January 1, 202 2 .

Compensation Program for Non-Employee Directors of Trupanion, Inc, as amended on January 29, 2021.

10-K 001-36537 10.17 2/12/2021

Compensation Clawback Policy, effective February 11, 2019.

39 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below hereby constitutes and appoints Darryl Rawlings, Tricia Plouf and Asher Bearman, and each of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below hereby constitutes and appoints Darryl Rawlings, Gavin Friedman and Drew Wolff, and each of them, as his or her true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

3 unchanged sentences

(Principal Executive Officer)

February 11, 2020 /s/ Tricia Plouf

President and Chief Financial Officer

February 17, 2022 /s/ Drew Wolff

Chief Financial Officer

(Principal Financial and Accounting Officer)

4 unchanged sentences

February 17, 2022 /s/ Michael Doak

February 11, 2020 /s/ Robin Ferracone

Robin Ferracone

February 17, 2022 /s/ Eric Johnson

February 17, 2022 /s/ Dan Levitan

February 11, 2020 /s/ H.

Hays Lindsley

February 17, 2022 /s/ Howard Rubin

February 17, 2022 /s/ Zay Satchu

Schedule I - Condensed Financial Information of Registrant

8 unchanged sentences

General and administrative 11,714 7,055 5,944

Sales and marketing 2,799 2,137 1,355

New pet acquisition expense 9,177 2,799 2,137

Depreciation and amortization 473 328 211

Total expenses 31,642 12,855 10,246

Gain (loss) from investment in joint venture ( 108 ) ( 205 ) —

Loss from investment in joint venture ( 33 ) ( 108 ) ( 205 )

Operating loss ( 31,675 ) ( 12,963 ) ( 10,451 )

Interest expense ( 2 ) 1,361 1,327

Other (income) expense, net ( 4,845 ) ( 4,156 ) ( 2,557 )

Other income, net ( 5,755 ) ( 4,845 ) ( 4,156 )

Loss before equity in undistributed earnings of subsidiaries ( 25,918 ) ( 9,479 ) ( 7,622 )

2 unchanged sentences

Net loss $ ( 35,530 ) $ ( 5,840 ) $ ( 1,809 )

Other comprehensive income (loss), net of taxes:

Other comprehensive income (loss) of subsidiaries 2,821 1,003 ( 661 )

Other comprehensive income (loss) 2,821 1,003 ( 661 )

Other comprehensive income, net of taxes:

Other comprehensive income of subsidiaries 6 2,821 1,003

Other comprehensive income 6 2,821 1,003

Comprehensive loss $ ( 35,524 ) $ ( 3,019 ) $ ( 806 )

18 unchanged sentences

Total current liabilities 254 253

Long-term debt — 26,086

Deferred tax liabilities 1,094 1,109

3 unchanged sentences

Common stock:

$0.00001 par value per share, 100,000,000 shares authorized at December 31, 2020 and December 31, 2019, 40,383,972 and 39,450,807 shares issued and outstanding at December 31, 2020;

$0.00001 par value per share, 100,000,000 shares authorized;

41,408,350 and 40,475,185 shares issued and outstanding at December 31, 2021;

40,383,972 and 39,450,807 shares issued and outstanding at December 31, 2020 — —

Preferred stock:

$0.00001 par value per share, 10,000,000 shares authorized at December 31, 2020 and December 31, 2019, and 0 shares issued and outstanding at December 31, 2020 and December 31, 2019 — —

$0.00001 par value per share, 10,000,000 shares authorized;

no shares issued and outstanding — —

Additional paid-in capital 466,792 439,007

2 unchanged sentences

Treasury stock, at cost:

933,165 shares at December 31, 2020 and 929,865 shares at December 31, 2019 ( 10,779 ) ( 10,701 )

933,165 shares at December 31, 2021 and 2020 ( 10,779 ) ( 10,779 )

Total stockholders’ equity 332,200 339,939

13 unchanged sentences

Changes in operating assets and liabilities ( 1,219 ) ( 1,142 ) ( 601 )

Net cash provided by (used in) operating activities 7,319 4,305 2,963

Net cash provided by operating activities 9,290 2,668 383

Investing activities

2 unchanged sentences

Advances to and investments in subsidiaries ( 71,721 ) ( 24,885 ) ( 11,931 )

Dividends from subsidiaries 5,567 4,651 3,922

Other investments ( 1,755 ) — ( 7,019 )

7 unchanged sentences

Other financing — ( 78 ) —

Net cash provided by financing activities 170,848 14,482 71,150

Net cash (used in) provided by financing activities ( 1,125 ) 170,848 14,482

Net change in cash, cash equivalents, and restricted cash ( 60,024 ) 104,808 ( 891 )

9 unchanged sentences

These cash dividends were recorded within Trupanion, Inc.'s other income and were eliminated within the consolidated financial statements of Trupanion, Inc.

Additional information about Trupanion, Inc.’s accounting policies pertaining to intangible assets, commitments and contingencies, debt financing, stock-based compensation, stockholders’ equity, and income taxes are set forth in Notes 5, 9, 11, 12, 14, and 17, respectively, to the Consolidated Financial Statements.

Additional information about Trupanion, Inc.’s accounting policies pertaining to intangible assets, commitments and contingencies, stock-based compensation, stockholders’ equity, and income taxes are set forth in Notes 5, 9, 11, 13, and 16, respectively, to the Consolidated Financial Statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures