Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
We provide medical insurance for cats and dogs throughout the United States, Canada, Europe, Puerto Rico, and Australia. Through our data-driven, vertically-integrated approach, we develop and offer high value medical insurance products, priced specifically for each pet’s unique characteristics and coverage level. Our growing and loyal membership base provides us with highly predictable and recurring revenue.
We operate in two business segments: subscription business and other business. Our subscription business segment consists of products that have been created to meet the needs of their distribution channels and have similar target margin profiles. This segment generates revenue primarily from subscription fees related to the Company's direct-to-consumer products. We operate our subscription business segment similar to other subscription-based businesses, with a focus on achieving a target margin prior to our new pet acquisition expense and aiming to acquire as many pets as possible at our targeted average estimated internal rate of return. We generate revenue in our other business segment primarily by underwriting policies on behalf of third parties that do not carry reference to the Trupanion brand. We do not undertake the marketing efforts for these policies and have a business-to-business relationship with these third parties. Our other business segment also includes other products and software solutions that have a different margin profile from our subscription business.
We generate leads for our subscription business segment from a diverse set of member acquisition channels, which we then convert into members through our contact center, website and other direct-to-consumer activities. These channels include leads from third-parties such as veterinarians and referrals from existing members. Veterinary hospitals represent our largest referral source. We engage our “Territory Partners” to have face-to-face visits with veterinarians and their staff. Territory Partners are dedicated to cultivating direct veterinary relationships and building awareness of the benefits of high quality medical insurance to veterinarians and their clients. Veterinarians then educate pet owners, who visit our website or call our contact center to learn more about, and potentially enroll in, Trupanion. We also receive a significant number of new leads from existing members adding pets and referring their friends and family members. Our direct-to-consumer acquisition channels serve as important resources for pet owner education and drive new member leads and conversion. We monitor average pet acquisition cost to evaluate the efficiency in acquiring new members and measure effectiveness based on our targeted return on investment.
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Key Operating Metrics
The following tables set forth total pets enrolled and key operating metrics for our subscription business for the six months ended June 30, 2023 and 2022 and for each of the last eight fiscal quarters.
Six Months Ended June 30,
2023 2022
Total Business:
Total pets enrolled (at period end) 1,679,659 1,348,145
Subscription Business:
Total subscription pets enrolled (at period end) 943,958 770,318
Monthly average revenue per pet $ 64.00 $ 64.24
Lifetime value of a pet, including fixed expenses $ 470 $ 713
Average pet acquisition cost (PAC) $ 241 $ 305
Average monthly retention 98.61 % 98.74 %
Three Months Ended
Jun. 30, 2023 Mar. 31, 2023 Dec. 31, 2022 Sep. 30, 2022 Jun. 30, 2022 Mar. 31, 2022 Dec. 31, 2021 Sept. 30, 2021
Total Business:
Total pets enrolled (at period end) 1,679,659 1,616,865 1,537,573 1,439,605 1,348,145 1,267,253 1,176,778 1,104,376
Subscription Business:
Total subscription pets enrolled (at period end) 943,958 906,369 869,862 808,077 770,318 736,691 704,333 676,463
Monthly average revenue per pet $ 64.41 $ 63.58 $ 63.11 $ 63.80 $ 64.26 $ 64.21 $ 63.89 $ 63.60
Lifetime value of a pet, including fixed expenses $ 470 $ 541 $ 641 $ 673 $ 713 $ 730 $ 717 $ 697
Average pet acquisition cost (PAC) $ 236 $ 247 $ 283 $ 268 $ 309 $ 301 $ 306 $ 280
Average monthly retention 98.61 % 98.65 % 98.69 % 98.71 % 98.74 % 98.75 % 98.74 % 98.72 %
Total pets enrolled and total subscription pets enrolled include pet enrollments in European markets, where policies are currently underwritten by third parties and Trupanion is acting as an insurance broker. Per pet metrics, however, exclude these European policies, as their revenue is currently earned from commissions, as opposed to the gross underwriting premiums earned by the remainder of our subscription business.
Total pets enrolled. Total pets enrolled reflects the number of subscription pets or pets enrolled in one of the insurance products offered in our other business segment at the end of each period presented. We monitor total pets enrolled because it provides an indication of the growth of our consolidated business.
Total subscription pets enrolled. Total subscription pets enrolled reflects the number of pets in active memberships at the end of each period presented. We monitor total subscription pets enrolled because it provides an indication of the growth of our subscription business.
Monthly average revenue per pet. Monthly average revenue per pet is calculated as amounts billed in a given period for subscriptions divided by the total number of subscription pet months in the period. Total subscription pet months in a period represents the sum of all subscription pets enrolled for each month during the period. We monitor monthly average revenue per pet because it is an indicator of the per pet unit economics of our subscription business.
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Lifetime value of a pet, including fixed expenses. Lifetime value of a pet, including fixed expenses, is calculated based on subscription revenue less cost of revenue from our subscription business segment for the 12 months prior to the period end date excluding stock-based compensation expense related to cost of revenue from our subscription business segment, sign-up fee revenue and the change in deferred revenue between periods. This amount is also reduced by the fixed expenses related to our subscription business, which are the pro-rata portion of general and administrative and technology and development expenses, less stock-based compensation, based on revenues. This amount, on a per pet basis, is multiplied by the implied average subscriber life in months. Implied average subscriber life in months is calculated as the quotient obtained by dividing one by one minus the average monthly retention rate. We monitor lifetime value of a pet, including fixed expenses, to estimate the value we might expect from new pets over their implied average subscriber life in months, if they behave like the average pet in that respective period. When evaluating the amount of pet acquisition expenses we may want to incur to attract new pet enrollments, we refer to the lifetime value of a pet, including fixed expenses, as well as our estimated internal rate of return calculation for an average pet, which also includes an estimated surplus capital charge, to inform the amount of acquisition spend in relation to the estimated payback period.
Average pet acquisition cost. Average pet acquisition cost (PAC) is calculated as net acquisition cost divided by the total number of new subscription pets enrolled in that period. Net acquisition cost, a non-GAAP financial measure, is calculated in a reporting period as new pet acquisition expense, excluding stock-based compensation expense, other business segment expense, offset by sign-up fee revenue. We exclude stock-based compensation expense because the amount varies from period to period based on number of awards issued and market-based valuation inputs. We offset sign-up fee revenue because it is a one-time charge to new members collected at the time of enrollment used to partially offset initial setup costs, which are included in new pet acquisition expenses. We exclude other business segment pet acquisition expense because that does not relate to subscription enrollments. We monitor average pet acquisition cost to evaluate the efficiency in acquiring new members and measure effectiveness based on our targeted return on investment.
Average monthly retention. Average monthly retention is measured as the monthly retention rate of enrolled subscription pets for each applicable period averaged over the 12 months prior to the period end date. As such, our average monthly retention rate as of June 30, 2023 is an average of each month’s retention from July 1, 2022 through June 30, 2023. We calculate monthly retention as the number of pets that remain after subtracting all pets that cancel during a month, including pets that enroll and cancel within that month, divided by the total pets enrolled at the beginning of that month. We monitor average monthly retention because it provides a measure of member satisfaction and allows us to calculate the implied average subscriber life in months.
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Non-GAAP Financial Measures
In addition to our results determined in accordance with U.S. GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for, the directly comparable financial measures prepared in accordance with GAAP.
We calculate these non-GAAP financial measures by excluding certain non-cash or non-recurring expenses. We exclude non-recurring transactions and restructuring expenses as they are not indicative of our operating performance. We exclude stock-based compensation as it is non-cash in nature. Although stock-based compensation expenses are expected to remain recurring expenses for the foreseeable future, we believe excluding them allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies. We define non-GAAP development expenses as operating expenses incurred to develop new products and offerings that are pre-revenue. We define non-GAAP fixed expenses as the total of technology and development expense and general and administrative expense, less stock-based compensation expense, business combination transaction cost, and development expenses related to exploring and developing new products and offerings that are in the pre-revenue stage.
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The following tables present the reconciliation of our non-GAAP financial measures from corresponding GAAP measures for the periods presented (in thousands):
Six Months Ended June 30,
2023 2022
Veterinary invoice expense $ 400,875 $ 302,542
Less:
Stock-based compensation expense (1)
(1,695) (2,195)
Other business cost of paying veterinary invoices (137,592) (94,714)
Subscription cost of paying veterinary invoices (non-GAAP) $ 261,588 $ 205,633
% of subscription revenue 77.3 % 72.0 %
Other cost of revenue $ 70,301 $ 64,391
Less:
Stock-based compensation expense (1)
(876) (1,385)
Other business variable expenses (35,973) (34,516)
Subscription variable expenses (non-GAAP) $ 33,452 $ 28,490
% of subscription revenue 9.9 % 10.0 %
Technology and development expense $ 10,132 $ 11,625
General and administrative expense 34,153 18,593
Less:
Stock-based compensation expense (1)
(12,318) (7,311)
Non-recurring transaction or restructuring expenses (2)
(4,167) —
Development expenses (1,823) (3,270)
Fixed expenses (non-GAAP) $ 25,977 $ 19,637
% of total revenue 4.9 % 4.6 %
New pet acquisition expense $ 42,411 $ 44,609
Less:
Stock-based compensation expense (1)
(3,754) (4,929)
Other business pet acquisition expense (113) (295)
Subscription acquisition cost (non-GAAP) $ 38,544 $ 39,385
% of subscription revenue 11.4 % 13.8 %
(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 $0.3 million for the six months ended June 30, 2023.
(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.
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Three Months Ended
Jun. 30, 2023 Mar. 31, 2023 Dec. 31, 2022 Sep. 30, 2022 Jun. 30, 2022 Mar. 31, 2022 Dec. 31, 2021 Sept. 30, 2021
Veterinary invoice expense $ 206,738 $ 194,137 $ 176,083 $ 171,112 $ 157,616 $ 144,926 $ 132,852 $ 125,058
Less:
Stock-based compensation expense (1)
(856) (839) (899) (960) (1,022) (1,173) (798) (769)
Other business cost of paying veterinary invoices (72,443) (65,149) (59,946) (58,197) (50,378) (44,336) (38,009) (34,432)
Subscription cost of paying veterinary invoices (non-GAAP) $ 133,439 $ 128,149 $ 115,238 $ 111,955 $ 106,216 $ 99,417 $ 94,045 $ 89,857
% of subscription revenue 77.0 % 77.6 % 72.7 % 73.5 % 72.8 % 71.1 % 70.1 % 70.7 %
Other cost of revenue $ 34,455 $ 35,846 $ 36,277 $ 32,589 $ 33,212 $ 31,179 $ 30,992 $ 28,443
Less:
Stock-based compensation expense (1)
(428) (448) (414) (433) (754) (631) (581) (542)
Other business variable expenses (17,230) (18,743) (20,591) (17,346) (18,010) (16,506) (17,208) (15,315)
Subscription variable expenses (non-GAAP) $ 16,797 $ 16,655 $ 15,272 $ 14,810 $ 14,448 $ 14,042 $ 13,203 $ 12,586
% of subscription revenue 9.7 % 10.1 % 9.6 % 9.7 % 9.9 % 10.0 % 9.8 % 9.9 %
Technology and development expense $ 5,232 $ 4,900 $ 6,955 $ 6,553 $ 6,396 $ 5,229 $ 4,665 $ 4,391
General and administrative expense 13,136 21,017 10,472 10,314 9,227 9,366 8,996 8,246
Less:
Stock-based compensation expense (1)
(3,497) (8,821) (5,019) (4,805) (4,085) (3,226) (3,293) (3,020)
Non-recurring transaction or restructuring expenses (2)
(65) (4,102) (193) (179) — — — —
Development expenses (925) (898) (2,084) (2,435) (2,012) (1,258) (858) (919)
Fixed expenses (non-GAAP) $ 13,881 $ 12,096 $ 10,131 $ 9,448 $ 9,526 $ 10,111 $ 9,510 $ 8,698
% of total revenue 5.1 % 4.7 % 4.1 % 4.0 % 4.3 % 4.9 % 4.9 % 4.8 %
New pet acquisition expense $ 20,769 $ 21,642 $ 22,457 $ 22,434 $ 22,982 $ 21,627 $ 19,845 $ 19,708
Less:
Stock-based compensation expense (1)
(1,722) (2,032) (2,079) (2,108) (2,601) (2,328) (2,136) (2,112)
Other business pet acquisition expense (62) (51) (65) (181) (186) (109) (76) (134)
Subscription acquisition cost (non-GAAP) $ 18,985 $ 19,559 $ 20,313 $ 20,145 $ 20,195 $ 19,190 $ 17,633 $ 17,462
% of subscription revenue 11.0 % 11.8 % 12.5 % 13.2 % 13.9 % 13.7 % 13.1 % 13.7 %
(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 $0.1 million for the three months ended June 30, 2023.
(2) Consists of business acquisition transaction expenses, severance and legal costs due to certain 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.
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When determining our PAC, we calculate net acquisition cost for a more comparable metric across periods. Net acquisition cost, a non-GAAP financial measure, is calculated in a reporting period as GAAP new pet acquisition expense, excluding stock-based compensation expense, other business segment expense, and pet acquisition expense for commission-based policies, offset by sign-up fee revenue. We exclude stock-based compensation expense because the amount varies from period to period based on the number of awards issued and market-based valuation inputs. We exclude other business segment pet acquisition expense because it does not relate to subscription enrollments. We exclude pet acquisition expense for commission-based policies because the revenue of these products is earned from commissions from a third party underwriter, as opposed to the gross underwriting premiums earned by the remainder of our subscription business. We offset sign-up fee revenue because it is a one-time charge to new members collected at the time of enrollment used to partially offset initial setup costs, which are included in new pet acquisition expenses.
The following tables reconcile GAAP new pet acquisition expense to non-GAAP net acquisition cost (in thousands) for the six months ended June 30, 2023 and 2022 and for each of the last eight fiscal quarters:
Six Months Ended June 30,
2023 2022
New pet acquisition expense $ 42,411 $ 44,609
Net of sign-up fee revenue (2,408) (2,454)
Excluding:
Stock-based compensation expense (3,754) (4,929)
Other business pet acquisition expense (113) (295)
Pet acquisition expense for commission-based policies (1,815) —
Net acquisition cost $ 34,321 $ 36,931
Three Months Ended
Jun. 30, 2023 Mar. 31, 2023 Dec. 31, 2022 Sep. 30, 2022 Jun. 30, 2022 Mar. 31, 2022 Dec. 31, 2021 Sept. 30, 2021
New pet acquisition expense $ 20,769 $ 21,642 $ 22,457 $ 22,434 $ 22,982 $ 21,627 $ 19,845 $ 19,708
Net of sign-up fee revenue (1,189) (1,219) (1,191) (1,339) (1,252) (1,202) (1,162) (1,268)
Excluding:
Stock-based compensation expense (1,722) (2,032) (2,079) (2,108) (2,601) (2,328) (2,136) (2,112)
Other business pet acquisition expense (62) (51) (65) (181) (186) (109) (76) (134)
Pet acquisition expense for commission-based policies (888) (927) (443) — — — — —
Net acquisition cost $ 16,908 $ 17,413 $ 18,679 $ 18,806 $ 18,943 $ 17,988 $ 16,471 $ 16,194
Components of Operating Results
General
We operate in two business segments: subscription business and other business. Our subscription business segment consists of products that have been created to meet the needs of their distribution channels and have similar target margin profiles. This segment generates revenue primarily from subscription fees related to our direct-to-consumer products. Our other business segment generates revenue primarily by underwriting policies on behalf of third parties. We do not undertake marketing efforts for these policies and have a business-to-business relationship with these third parties. The other business segment also includes other products and software solutions that have different margin profiles than our subscription business segment.
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Revenue
We generate revenue in our subscription business segment primarily from subscription fees for our pet medical insurance. Fees are paid at the beginning of each subscription period. In most cases, our members authorize us to directly charge their credit card, debit card or bank account through automatic funds transfer. Subscription revenue is recognized on a pro rata basis over the enrollment term. Membership may be canceled at any time without penalty, and we issue a refund for the unused portion of the canceled membership. We also generate a portion of our subscription business segment revenue through commissions earned in our European markets, where policies are currently underwritten by third parties and Trupanion is acting as an insurance broker.
We generate revenue in our other business segment primarily from writing policies on behalf of third parties where we do not undertake the direct consumer marketing. This segment also includes revenue from other products and software solutions that have a different margin profile from our subscription business.
Cost of Revenue
Cost of revenue in each of our segments is comprised of the following:
Veterinary invoice expense
Veterinary invoice expense includes our costs to review veterinary invoices, administer the payments, and provide member services, and other operating expenses directly or indirectly related to this process. We also accrue for veterinary invoices that have been incurred but not yet received and for the estimated internal costs of processing those invoices. This also includes amounts paid by unaffiliated general agents, and an estimate of amounts incurred and not yet paid for our other business segment.
Other cost of revenue
Other cost of revenue for the subscription business segment includes direct and indirect member service expenses, Territory Partner renewal fees, payment processing fees and premium tax expenses. Other cost of revenue for the other business segment includes the commissions we pay to unaffiliated general agents, costs to administer the programs in the other business segment and premium taxes on the sales in this segment.
Operating Expenses
Our operating expenses are classified into four categories: technology and development, general and administrative, new pet acquisition expense, and depreciation and amortization. For each category, except depreciation and amortization, the largest component is personnel costs, which include salaries, employee benefit costs, bonuses and stock-based compensation expense.
Technology and development
Technology and development expenses primarily consist of personnel costs and related expenses for our technology staff, which includes information technology development and infrastructure support, including third-party services. It also includes expenses associated with development of new geographies, products and offerings.
General and administrative
General and administrative expenses consist primarily of personnel costs and related expenses for our finance, actuarial, human resources, regulatory, legal and general management functions, as well as facilities and professional services.
New pet acquisition expense
New pet acquisition expenses primarily consist of costs, including personnel costs, to educate veterinarians and consumers about the benefits of Trupanion, to generate leads and to convert leads into enrolled pets, as well as print, online and promotional advertising costs.
Depreciation and amortization
Depreciation and amortization expenses consist of depreciation of property, equipment, and software developed for internal use, as well as amortization of finite-lived intangible assets.
Gain (loss) from investment in joint venture
Gain (loss) from investment in joint venture consists of the share of income and losses from our equity method investment in a joint venture, as well as income and expenses associated with administrative services provided to the joint venture.
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Stock-based compensation
Stock-based compensation is included in the cost and expense line items above. Stock-based compensation will vary depending on corporate performance and terms of the awards under our equity incentive plan. For example, when we have delivered strong performance, stock-based compensation may increase as a result of incentive-based awards under our equity incentive plan.
Factors Affecting Our Performance
Average monthly retention. Our performance depends on our ability to continue to retain our existing and newly enrolled pets and is impacted by our ability to provide a best-in-class value and member experience. Our ability to retain enrolled pets depends on a number of factors, including the actual and perceived value of our services and the quality of our member experience, the ease and transparency of the process for reviewing and paying veterinary invoices for our members, and the competitive environment. In addition, other initiatives across our business may temporarily impact retention and make it difficult for us to improve or maintain this metric. For example, if the number of new pets enrolled increases at a faster rate than our historical experience, our average monthly retention rate could be adversely impacted, as our retention rate is generally lower during the first year of member enrollment.
Investment in pet acquisition. We have made and may continue to make significant investments to grow our member base. Our net acquisition cost and the number of new members we enroll depends on a number of factors, including the amount we elect to invest in pet acquisition activities in any particular period in the aggregate and by channel, the frequency of existing members adding a pet or referring their friends or family, the effectiveness of our sales execution and marketing initiatives, changes in costs of media, the mix of our pet acquisition expenditures and the competitive environment. Our average pet acquisition cost has in the past significantly varied, and in the future may significantly vary, from period to period based upon specific marketing initiatives and estimated rates of return on pet acquisition spend. We also may regularly test new member acquisition channels and marketing initiatives, which may be more expensive than our traditional marketing channels and may increase our average acquisition costs. We continually assess our pet acquisition activities by monitoring the estimated return on PAC spend both on a detailed level by acquisition channel and in the aggregate.
Timing of price adjustments. Our subscription business’s cost-plus model depends on our ability to estimate our operating costs and expenses, including veterinary invoice expenses, and to adjust our pricing to achieve our target returns. We regularly reevaluate and adjust the price of our subscriptions, with a goal of achieving our targeted payout ratio, subject to the review and approval of applicable state regulators. This makes it important for us to accurately estimate our costs and to promptly pursue and obtain regulatory approval of pricing adjustments, which generally roll onto our book of insured pets over the next twelve months. We may, though, have timing mismatches during which our pricing does not reflect our current expense profile. In periods of rapid increases in veterinary invoice expenses, including periods of significant inflation, this timing mismatch may have a significant impact on our margin profile.
Timing of initiatives. Over time, we plan to implement new initiatives to improve our member experience, make modifications to our subscription plan, introduce new coverage plans, pursue pet food or other adjacent opportunities, improve our technology, increase the number of veterinary hospitals using our patented direct pay software, and find other ways to maintain a strong value proposition for our members. The implementation of such initiatives could impact our expense profile and result in us incurring expenses that may not always directly coincide with revenue increases, resulting in fluctuations in revenue and profitability in our subscription business segment.
Mix of sales. The relative mix of our business by geography, pet age and breed and other factors impacts the monthly average revenue per pet we receive. For example, prices from our plans could vary depending on the relative cost of veterinary care in different countries or areas or whether the pet is a dog or a cat. As our mix of business between geographies changes, our metrics, such as our monthly average revenue per pet, and our exposure to foreign exchange fluctuations will be impacted. As we expand into international markets and continue to explore other opportunities, we expect these effects to increase.
Other business segment. Our other business segment primarily includes other product offerings that have been, and we expect will be in the future, materially different from those in our subscription business segment. We do not undertake marketing efforts for and are not the primary interface with the customers of the third parties for whom we write policies. Our relationships in our other business segment are generally subject to termination provisions and are non-exclusive. Accordingly, we have limited influence on the volume of business. Loss of an entire program via contract termination could result in the associated policies and revenue being lost over a period of 12 to 18 months, which could have a material impact on our results of operations. In some cases, we have structured exclusive relationships, but those relationship have been and may continue to be subject to limitations on the number of enrolled pets as to which we will write policies for the third party. We may enter into additional relationships in the future to the extent we believe they will be beneficial to us, which could also impact our operating results.
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Results of Operations
The following tables set forth our results of operations for the periods presented both in absolute dollars and as a percentage of total revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
(in thousands)
Revenue:
Subscription business $ 173,253 $ 145,808 $ 338,463 $ 285,647
Other business 97,313 73,603 188,432 139,763
Total revenue 270,566 219,411 526,895 425,410
Cost of revenue:
Subscription business (1)
151,520 122,440 297,611 237,703
Other business 89,673 68,388 173,565 129,230
Total cost of revenue 241,193 190,828 471,176 366,933
Operating expenses:
Technology and development (1)
5,232 6,396 10,132 11,625
General and administrative (1)
13,136 9,227 34,153 18,593
New pet acquisition expense (1)
20,769 22,982 42,411 44,609
Depreciation and amortization 3,253 2,707 6,455 5,424
Total operating expenses 42,390 41,312 93,151 80,251
Loss from investment in joint venture (73) (42) (144) (111)
Operating loss (13,090) (12,771) (37,576) (21,885)
Interest expense 2,940 1,193 5,327 1,272
Other expense (income), net (2,078) (365) (3,980) (679)
Loss before income taxes (13,952) (13,599) (38,923) (22,478)
Income tax expense (benefit) (238) 19 (429) (5)
Net loss $ (13,714) $ (13,618) $ (38,494) $ (22,473)
(1) Includes stock-based compensation expense as follows:
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
(in thousands)
Cost of revenue $ 1,307 $ 1,830 $ 2,625 $ 3,666
Technology and development 627 1,101 1,335 2,009
General and administrative 2,948 3,066 11,167 5,489
New pet acquisition expense 1,755 2,637 3,841 5,019
Total stock-based compensation expense $ 6,637 $ 8,634 $ 18,968 $ 16,183
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Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
(as a percentage of revenue)
Revenue 100 % 100 % 100 % 100 %
Cost of revenue 89 87 89 86
Operating expenses:
Technology and development 2 3 2 3
General and administrative 5 4 6 4
New pet acquisition expense 8 10 8 10
Depreciation and amortization 1 1 1 1
Total operating expenses 16 19 18 19
Loss from investment in joint venture — — — —
Operating loss (5) (6) (7) (5)
Interest expense 1 1 1 —
Other expense (income), net (1) — (1) —
Loss before income taxes (5) (6) (7) (5)
Income tax expense (benefit) — — — —
Net loss (5) % (6) % (7) % (5) %
Stock-based compensation expense: Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
(as a percentage of revenue)
Cost of revenue — % 1 % — % 1 %
Technology and development — 1 — —
General and administrative 1 1 2 1
New pet acquisition expense 1 1 1 1
Total stock-based compensation expense 2 % 4 % 4 % 4 %
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
(as a percentage of subscription revenue)
Subscription business revenue 100 % 100 % 100 % 100 %
Subscription business cost of revenue 87 84 88 83
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Comparison of the Three and Six Months Ended June 30, 2023 and 2022
Revenue
Three Months Ended June 30, % Change Six Months Ended June 30, % Change
2023 2022 2023 2022
(in thousands, except percentages, pet and per pet data)
Revenue:
Subscription business $ 173,253 $ 145,808 19 % $ 338,463 $ 285,647 18 %
Other business 97,313 73,603 32 188,432 139,763 35
Total revenue $ 270,566 $ 219,411 23 $ 526,895 $ 425,410 24
Percentage of Revenue by Segment:
Subscription business 64 % 66 % 64 % 67 %
Other business 36 34 36 33
Total revenue 100 % 100 % 100 % 100 %
Total pets enrolled (at period end) 1,679,659 1,348,145 25 1,679,659 1,348,145 25
Total subscription pets enrolled (at period end) 943,958 770,318 23 943,958 770,318 23
Monthly average revenue per pet $ 64.41 $ 64.26 — $ 64.00 $ 64.24 —
Average monthly retention 98.61 % 98.74 % 98.61 % 98.74 %
Three months ended June 30, 2023 compared to three months ended June 30, 2022. Total revenue increased by $51.2 million, or 23%, to $270.6 million for the three months ended June 30, 2023. Revenue from our subscription business segment increased by $27.4 million, or 19%, to $173.3 million for the three months ended June 30, 2023. This increase was primarily due to an 18% increase in policies underwritten by Trupanion at the end of the respective periods, which excludes a 5% increase in policies that are currently commission-based and underwritten by third parties. Revenue from our other business segment increased by $23.7 million to $97.3 million, or 32%, for the three months ended June 30, 2023, primarily due to a 27% increase in enrolled pets in this segment.
Six months ended June 30, 2023 compared to six months ended June 30, 2022. Total revenue increased by $101.5 million, or 24%, to $526.9 million for the six months ended June 30, 2023. Revenue from our subscription business segment increased by $52.8 million, or 18%, to $338.5 million for the six months ended June 30, 2023. This increase was primarily due to an 18% increase in policies underwritten by Trupanion at the end of the respective periods, which excludes a 5% increase in policies that are currently commission-based and underwritten by third parties. Revenue from our other business segment increased by $48.7 million to $188.4 million, or 35%, for the six months ended June 30, 2023, primarily due to a 27% increase in enrolled pets in this segment.
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Cost of Revenue
Three Months Ended June 30, % Change Six Months Ended June 30, % Change
2023 2022 2023 2022
(in thousands, except percentages, pet and per pet data)
Cost of Revenue:
Subscription business:
Veterinary invoice expense $ 134,295 $ 107,238 25 % $ 263,283 $ 207,828 27 %
Other cost of revenue 17,225 15,202 13 34,328 29,875 15
Total cost of revenue 151,520 122,440 24 297,611 237,703 25
Other business:
Veterinary invoice expense 72,443 50,378 44 137,592 94,714 45
Other cost of revenue 17,230 18,010 (4) 35,973 34,516 4
Total cost of revenue $ 89,673 $ 68,388 31 $ 173,565 $ 129,230 34
Percentage of Revenue by Segment:
Subscription business:
Veterinary invoice expense 78 % 74 % 78 % 73 %
Other cost of revenue 10 10 10 10
Total cost of revenue 87 84 88 83
Other business:
Veterinary invoice expense 74 68 73 68
Other cost of revenue 18 24 19 25
Total cost of revenue 92 % 93 % 92 % 92 %
Total pets enrolled (at period end) 1,679,659 1,348,145 25 1,679,659 1,348,145 25
Total subscription pets enrolled (at period end) 943,958 770,318 23 943,958 770,318 23
Monthly average revenue per pet $ 64.41 $ 64.26 — $ 64.00 $ 64.24 —
Three months ended June 30, 2023 compared to three months ended June 30, 2022. Cost of revenue for our subscription business segment was $151.5 million, or 87% of revenue, for the three months ended June 30, 2023, compared to $122.4 million, or 84% of revenue, for the three months ended June 30, 2022. This increase of 24% in subscription cost of revenue was primarily due to an 18% increase in policies underwritten by Trupanion at the end of the respective periods, which excludes a 5% increase in policies that are currently commission-based and underwritten by third parties. It was also attributable to a 6% increase in veterinary invoice expense per pet, including impacts of rising veterinary invoice expenses in the current inflationary environment. Additionally, as part of our long-term strategy to install more software and pay veterinary hospitals directly, the ease of submitting claims via our patented software has led to increased claims received and short-term pressure on our margin in the current period. Cost of revenue for our other business segment increased by $21.3 million, or 31%, to $89.7 million for the three months ended June 30, 2023, primarily due to the increase in enrolled pets in this segment.
Six months ended June 30, 2023 compared to six months ended June 30, 2022. Cost of revenue for our subscription business segment was $297.6 million, or 88% of revenue, for the six months ended June 30, 2023, compared to $237.7 million, or 83% of revenue, for the six months ended June 30, 2022. This increase of 25% in subscription cost of revenue was primarily due to an 18% increase in policies underwritten by Trupanion at the end of the respective periods, which excludes a 5% increase in policies that are currently commission-based and underwritten by third parties. It was also attributable to a 7% increase in veterinary invoice expense per pet including rising veterinary invoice expenses in the current inflationary environment. Additionally, as part of our long-term strategy to install more software and pay veterinary hospitals directly, the ease of submitting claims via our patented software has led to increased claims received and short-term pressure on our margin in the current period. Cost of revenue for our other business segment increased by $44.3 million, or 34%, to $173.6 million for the six months ended June 30, 2023, primarily due to the increase in enrolled pets in this segment.
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Technology and Development Expenses
Three Months Ended June 30, % Change Six Months Ended June 30, % Change
2023 2022 2023 2022
(in thousands, except percentages)
Technology and development $ 5,232 $ 6,396 (18) % $ 10,132 $ 11,625 (13) %
Percentage of total revenue 2 % 3 % 2 % 3 %
Three months ended June 30, 2023 compared to three months ended June 30, 2022. Technology and development expenses decreased by $1.2 million, or 18%, to $5.2 million for the three months ended June 30, 2023, primarily due to a decrease of $1.1 million in development expense as several initiatives that were pre-revenue in the prior year moved out of development. Technology and development expenses decreased from 3% to 2% of total revenue year over year.
Six months ended June 30, 2023 compared to six months ended June 30, 2022. Technology and development expenses decreased by $1.5 million, or 13%, to $10.1 million for the six months ended June 30, 2023, driven primarily by a decrease of $1.5 million in development expense as several initiatives that were pre-revenue in the prior year moved out of development. Technology and development expenses decreased from 3% to 2% of total revenue year over year.
General and Administrative Expenses
Three Months Ended June 30, % Change Six Months Ended June 30, % Change
2023 2022 2023 2022
(in thousands, except percentages)
General and administrative $ 13,136 $ 9,227 42 % $ 34,153 $ 18,593 84 %
Percentage of total revenue 5 % 4 % 6 % 4 %
Three months ended June 30, 2023 compared to three months ended June 30, 2022. General and administrative expenses increased by $3.9 million, or 42%, to $13.1 million for the three months ended June 30, 2023. The increase was primarily due to a $2.1 million increase in compensation and employee-related expenses and a $0.9 million increase in professional services and legal expenses. General and administrative expenses increased from 4% to 5% of total revenue year o ver year, partially due to certain non-recurring expenses.
Six months ended June 30, 2023 compared to six months ended June 30, 2022. General and administrative expenses increased by $15.6 million, or 84%, to $34.2 million for the six months ended June 30, 2023. The increase in expense was primarily due to a $5.7 million increase in stock-based compensation, of which $4.8 million related to charges after certain executive departures, and a $3.8 million increase related to the negotiated settlement of uncollected premiums in connection with the transition of underwriting a third-party business to other insurers. Additionally, there was a $3.3 million increase in general compensation and other employee-related expenses and a $1.0 million increase in professional services. General and administrative expenses increased from 4% to 6% of total revenue year o ver year, partially due to certain non-recurring expenses.
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New Pet Acquisition Expense
Three Months Ended June 30, % Change Six Months Ended June 30, % Change
2023 2022 2023 2022
(in thousands, except percentages, pet and per pet data)
New pet acquisition expense $ 20,769 $ 22,982 (10) % $ 42,411 $ 44,609 (5) %
Percentage of total revenue 8 % 10 % 8 % 10 %
Subscription Business:
Total subscription pets enrolled (at period end) 943,958 770,318 23 943,958 770,318 23
Average pet acquisition cost (PAC) $ 236 $ 309 (24) $ 241 $ 305 (21)
Three months ended June 30, 2023 compared to three months ended June 30, 2022. New pet acquisition expenses decreased by $2.2 million, or 10%, to $20.8 million for the three months ended June 30, 2023 driven primarily by a $1.5 million decrease in expenses to generate leads, as we focused on growth in our more efficient channels, and a $0.9 million decrease in stock-based compensation expenses. New pet acquisition expenses as a percentage of revenue was 8% for the three months ended June 30, 2023 compared to 10% in the same period last year, as we were able to stay disciplined with our discretionary pet acquisition spend while still maintaining a relatively high level of pet enrollment growth.
Six months ended June 30, 2023 compared to six months ended June 30, 2022. New pet acquisition expenses decreased by $2.2 million, or 5%, to $42.4 million for the six months ended June 30, 2023 driven primarily by a decrease in expenses to generate leads, as we focused on growth in our more efficient channels. New pet acquisition expenses as a percentage of revenue was 8% for the six months ended June 30, 2023 compared to 10% in the same period last year, as we were able to stay disciplined with our discretionary pet acquisition spend, while still maintaining a relatively high level of pet enrollment growth.
Depreciation and Amortization
Three Months Ended June 30, % Change Six Months Ended June 30, % Change
2023 2022 2023 2022
(in thousands, except percentages)
Depreciation and amortization $ 3,253 $ 2,707 20% $ 6,455 $ 5,424 19%
Percentage of total revenue 1 % 1 % 1 % 1 %
Three months ended June 30, 2023 compared to three months ended June 30, 2022. Depreciation and amortization expense increased by $0.5 million, or 20%, to $3.3 million for the three months ended June 30, 2023 primarily driven by the amortization of acquired intangibles
Six months ended June 30, 2023 compared to six months ended June 30, 2022. Depreciation and amortization expense increased by $1.0 million, or 19%, to $6.5 million for the six months ended June 30, 2023 primarily driven by the amortization of acquired intangibles.
Stock-Based Compensation
Stock-based compensation is included in the cost and expense line items in the consolidated statements of operations, discussed above.
Three months ended June 30, 2023 compared to three months ended June 30, 2022. Stock-based compensation expense in total was $6.6 million for the three months ended June 30, 2023, down from $8.6 million in the prior year period. The amount of stock-based compensation recognized largely reflects the timing and vesting of our annual performance grants.
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Six months ended June 30, 2023 compared to six months ended June 30, 2022. Stock-based compensation expense in total was $19.0 million for the six months ended June 30, 2023, up from $16.2 million in the prior year period. The amount of stock-based compensation recognized largely reflects the timing and vesting of our annual performance grants. In addition, there was a $4.8 million increase in stock-based compensation in the period as a result of charges after certain executive departures.
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Liquidity and Capital Resources
The following table summarizes our cash flows for the periods indicated (in thousands):
Six Months Ended June 30,
2023 2022
Net cash provided by (used in) operating activities $ (10,267) $ (6,720)
Net cash provided by (used in) investing activities 28,385 (25,137)
Net cash provided by (used in) financing activities 33,717 46,771
Effect of foreign exchange rates on cash, cash equivalents, and restricted cash, net 76 (696)
Net change in cash, cash equivalents and restricted cash $ 51,911 $ 14,218
Our primary requirements for liquidity are paying veterinary invoices, funding operations and capital requirements, investing in new member acquisition, investing in enhancements to our member experience, and servicing debt. We have certain contractual obligations in the normal course of business, including obligations and commitments relating to our credit facility (the Credit Facility) with Piper Sandler Finance, LLC, acting as the administrative agent, non-cancellable vendor purchase agreements, as well as future payments of veterinary invoices. Refer to Note 8, Reserve for Veterinary Invoices, included in Item 1 of Part I of this report, for further details on anticipated cash outflows.
Our primary sources of liquidity are cash provided by operations and available borrowings from our Credit Facility. We believe these sources are sufficient to fund our operations and capital requirements for the next 12 months. As we continue to grow and consider strategic opportunities, however, we may explore additional financing to fund our operations and growth or to meet capital requirements. Financing could include equity, equity-linked, or debt financing. Additional financing may not be available to us on acceptable terms, or at all.
As of June 30, 2023, the Company had $236.1 million in cash, cash equivalents and short-term investments. The Company maintained $213.1 million of capital surplus at its insurance subsidiaries, which was $57.3 million in excess of the estimated risk-based capital requirement of $155.8 million. The Company's ability to distribute any portion of this estimated $57.3 million excess, and the timing of any distribution, may be subject to regulatory limitations. Outside of insurance entities, the Company held $25.4 million in cash, cash equivalents and short-term investments with an additional $40.0 million available under its Credit Facility.
In April 2021, our board of directors approved a share repurchase program, pursuant to which we may, between May 2021 and May 2026, repurchase outstanding shares of our common stock. While our board of directors has approved the program, any repurchase activity is subject to quarterly assessment and board approval, based on various factors including available cash, our stock price relative to our estimated intrinsic value, forecasted operating results, and available opportunities to deploy capital. We repurchased no shares under this program during the six months ended June 30, 2023.
Operating Cash Flows
We derive operating cash flows primarily from the sale of our subscription plans, which is used to pay veterinary invoices and other cost of revenue. Additionally, cash is used to support the growth of our business by reinvesting to acquire new pet enrollments, develop new product offerings and to fund projects that improve our members' experience. Net cash used by operating activities was $10.3 million for the six months ended June 30, 2023, compared to $6.7 million for the six months ended June 30, 2022. The change was primarily driven by increased veterinary invoice expenses in the current inflationary environment as well as increased utilization of our claims software.
Investing Cash Flows
Net cash provided by investing activities was $28.4 million for the six months ended June 30, 2023, compared to $25.1 million net cash used by investing activities for the six months ended June 30, 2022. The change was primarily related to reinvestment of proceeds from matured short-term investments to cash equivalents, partially offset by an increase in capital expenditures primarily attributable to development of internal-use software focused on member experience improvements.
Financing Cash Flows
Net cash provided by financing activities was $33.7 million for the six months ended June 30, 2023, compared to $46.8 million for the six months ended June 30, 2022. The change was primarily due to a decrease in net proceeds related to the credit facility partially offset by a decrease in repurchases of common stock.
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Long-Term Debt
Our Credit Facility provides us with up to $ 150.0 million of credit. As of June 30, 2023, we issued term loans totaling $110.0 million under the Credit Facility. The Credit Facility is secured by substantially all of our assets and those of our subsidiaries. Refer to Note 9, Debt, included in Item 1 of Part I of this report, for further details.
Regulation
As of June 30, 2023, our insurance entities collectively held $117.6 million in short-term investments and $359.2 million in other current assets, including $93.1 million held in cash and cash equivalents to be used for operating expenses of our insurance subsidiaries. Most of the assets in our insurance entities are subject to certain capital and dividend rules and regulations prescribed by jurisdictions in which they are authorized to operate.
American Pet Insurance Company (APIC)
The majority of our investments are held by our insurance entities to satisfy risk-based capital requirements of the National Association of Insurance Commissioners (NAIC). The NAIC requirements provide a method for analyzing the minimum amount of risk-based capital (statutory capital and surplus plus other adjustments) appropriate for an insurance company to support its overall business operations, taking into account the risk characteristics of the company’s assets, liabilities and certain other items . An insurance company found to have insufficient statutory capital based on its risk-based capital ratio may be subject to varying levels of additional regulatory oversight depending on the level of capital inadequacy. APIC must hold certain capital amounts in order to comply with the statutory regulations and, therefore, we cannot use these amounts for general operating purposes without regulatory approval. As our business grows, the amount of capital we are required to maintain to satisfy our risk-based capital requirements may increase significantly. As of June 30, 2023, APIC was required to maintain at least $124.4 million of risk-based capital to avoid this additional regulatory oversight. As of that date, APIC maintained $178.9 million of risk-based capital.
ZPIC Insurance Company (ZPIC), QPIC Insurance Company (QPIC), and GPIC Insurance Company (GPIC)
In 2021, we established two new wholly-owned insurance subsidiaries, ZPIC and QPIC, domiciled in Missouri and Nebraska, respectively, and in 2023 we established a new wholly-owned insurance subsidiary, GPIC, domiciled in Canada. We have funded required statutory capital to these new subsidiaries. As of June 30, 2023, neither ZPIC, QPIC nor GPIC have begun underwriting any insurance policies. We formed these insurance subsidiaries to provide us flexibility as to the insurance entity we use to market and write policies.
Wyndham Insurance Company (SAC) Limited (WICL) Segregated Account AX
WICL Segregated Account AX was established by WICL, with Trupanion, Inc. as the shareholder, to enter into a reinsurance agreement with Omega General Insurance Company. All of the assets and liabilities of WICL Segregated Account AX are legally segregated from other assets and liabilities within WICL, and all shares of the segregated account are owned by Trupanion, Inc. In February 2023, our parent entity received a dividend of $7.3 million from WICL Segregated Account AX as allowed under our agreements with WICL. As required by the Office of the Superintendent of Financial Institutions regulations related to our reinsurance agreement with Omega General Insurance Company, we are required to maintain a Canadian Trust account with the greater of CAD $2.0 million or 120% of unearned Canadian premium plus 20% of outstanding Canadian claims, including all incurred but not reported claims. As of June 30, 2023, the account held CAD $12.8 million.
Though we are not directly regulated by the Bermuda Monetary Authority (BMA), WICL's regulation and compliance impacts us as it could have an adverse impact on the ability of WICL Segregated Account AX to pay dividends. WICL is regulated by the BMA under the Insurance Act of 1978 (Insurance Act) and the Segregated Accounts Company Act of 2000. The Insurance Act imposes on Bermuda insurance companies, solvency and liquidity standards, certain restrictions on the declaration and payment of dividends and distributions, certain restrictions on the reduction of statutory capital, and auditing and reporting requirements, and grants the BMA powers to supervise and, in certain circumstances, to investigate and intervene in the affairs of insurance companies. Under the Insurance Act, WICL, as a class 3 insurer, is required to maintain available statutory capital and surplus at a level equal to or in excess of a prescribed minimum established by reference to net written premiums and loss reserves.
Under the Bermuda Companies Act 1981, as amended, a Bermuda company may not declare or pay a dividend or make a distribution out of contributed surplus if there are reasonable grounds for believing that: (a) the company is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the company’s assets would thereby be less than its liabilities. The Segregated Accounts Company Act of 2000 further requires that dividends out of a segregated account can only be paid to the extent that the cell 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.
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Contractual Obligations
We enter into long-term contractual obligations and commitments in the normal course of business, primarily debt obligations and non-cancellable vendor service agreements. In March 2022, we entered into a credit agreement that provides us with up to $150.0 million of credit, including a $60.0 million initial term loan that was funded at closing and an aggregate $50.0 million of delayed draw term loans funded between December 2022 and February 2023. Refer to Note 9, Debt, included in Item 1 of Part I of this report, for further details, including interest and future principal payments.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported revenue and expenses during the reporting periods.
Critical accounting estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Generally, we base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.
There have been no material changes to our critical accounting estimates as compared to those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.