What changed in this filing

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Item 1. Financial Statements

2024-11-01 compared with 2024-08-09 · 115 added, 93 removed, 438 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

15 unchanged sentences

Total operating expenses 47,599 38,728 135,553 131,879

Loss from investment in joint venture ( 47 ) ( 73 ) ( 150 ) ( 144 )

Operating loss ( 5,471 ) ( 13,090 ) ( 11,608 ) ( 37,576 )

Gain (loss) from investment in joint venture ( 34 ) 4 ( 184 ) ( 140 )

Operating income (loss) 1,746 ( 3,491 ) ( 9,862 ) ( 41,067 )

Interest expense 3,820 3,053 11,071 8,380

Other income, net ( 3,538 ) ( 2,465 ) ( 9,601 ) ( 6,445 )

Loss before income taxes ( 5,906 ) ( 13,952 ) ( 12,796 ) ( 38,923 )

Income tax benefit ( 44 ) ( 238 ) ( 82 ) ( 429 )

Net loss $ ( 5,862 ) $ ( 13,714 ) $ ( 12,714 ) $ ( 38,494 )

Net loss per share:

Basic and diluted $ ( 0.14 ) $ ( 0.33 ) $ ( 0.30 ) $ ( 0.93 )

Income (loss) before income taxes 1,464 ( 4,079 ) ( 11,332 ) ( 43,002 )

Income tax expense (benefit) 39 ( 43 ) ( 43 ) ( 472 )

Net income (loss) $ 1,425 $ ( 4,036 ) $ ( 11,289 ) $ ( 42,530 )

Net income (loss) per share:

Basic $ 0.03 $ ( 0.10 ) $ ( 0.27 ) $ ( 1.03 )

Diluted $ 0.03 $ ( 0.10 ) $ ( 0.27 ) $ ( 1.03 )

Weighted average shares of common stock outstanding:

Basic and diluted 42,078,271 41,383,411 41,997,683 41,246,411

Basic 42,233,903 41,536,575 42,076,998 41,344,195

Diluted 42,822,505 41,536,575 42,076,998 41,344,195

(1) Includes stock-based compensation expense as follows:

8 unchanged sentences

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net loss $ ( 5,862 ) $ ( 13,714 ) $ ( 12,714 ) $ ( 38,494 )

Net income (loss) $ 1,425 $ ( 4,036 ) $ ( 11,289 ) $ ( 42,530 )

Other comprehensive income (loss):

Foreign currency translation adjustments 2,805 ( 2,763 ) 1,288 48

Net unrealized loss on available-for-sale investments ( 5 ) ( 1,103 ) ( 657 ) ( 612 )

Net unrealized gain (loss) on available-for-sale investments 2,209 ( 243 ) 1,552 ( 855 )

Other comprehensive income (loss), net of taxes 5,014 ( 3,006 ) 2,840 ( 807 )

Comprehensive loss $ ( 6,052 ) $ ( 13,561 ) $ ( 14,888 ) $ ( 36,295 )

Comprehensive income (loss) $ 6,439 $ ( 7,042 ) $ ( 8,449 ) $ ( 43,337 )

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except share data)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Assets (unaudited)

2 unchanged sentences

Short-term investments 155,580 129,667

Accounts and other receivables, net of allowance for credit loss of $ 1,019 at June 30, 2024 and $ 1,085 at December 31, 2023

Accounts and other receivables, net of allowance for credit loss of $ 1,015 at September 30, 2024 and $ 1,085 at December 31, 2023

289,823 267,899

23 unchanged sentences

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

43,187,817 and 42,159,631 issued and outstanding at June 30, 2024;

43,368,881 and 42,340,695 issued and outstanding at September 30, 2024;

42,887,052 and 41,858,866 shares issued and outstanding at December 31, 2023

6 unchanged sentences

Treasury stock, at cost:

1,028,186 shares at June 30, 2024 and December 31, 2023

1,028,186 shares at September 30, 2024 and December 31, 2023

( 16,534 ) ( 16,534 )

7 unchanged sentences

Shares Amount

Balance at April 1, 2024 42,004,619 $ — $ 544,593 $ ( 223,107 ) $ ( 1,581 ) $ ( 16,534 ) $ 303,371

Balance at July 1, 2024 42,159,631 $ — $ 553,122 $ ( 228,969 ) $ ( 1,771 ) $ ( 16,534 ) $ 305,848

Issuance of common stock in connection with the Company's equity award programs, net of tax withholdings 181,064 — ( 545 ) — — — ( 545 )

1 unchanged sentence

Other comprehensive income (loss) — — — — 5,014 — 5,014

Net loss — — — ( 5,862 ) — — ( 5,862 )

Balance at June 30, 2024 42,159,631 $ — $ 553,122 $ ( 228,969 ) $ ( 1,771 ) $ ( 16,534 ) $ 305,848

Net Income — — — 1,425 — — 1,425

Balance at September 30, 2024 42,340,695 $ — $ 561,010 $ ( 227,544 ) $ 3,243 $ ( 16,534 ) $ 320,175

Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders' Equity

Shares Amount

Balance at April 1, 2023 41,327,702 $ — $ 511,940 $ ( 196,342 ) $ ( 4,255 ) $ ( 16,534 ) $ 294,809

Balance at July 1, 2023 41,470,738 $ — $ 519,450 $ ( 210,056 ) $ ( 4,102 ) $ ( 16,534 ) $ 288,758

Issuance of common stock in connection with the Company's equity award programs, net of tax withholdings 156,470 — 356 — — — 356

2 unchanged sentences

Net loss — — — ( 4,036 ) — — ( 4,036 )

Balance at June 30, 2023 41,470,738 $ — $ 519,450 $ ( 210,056 ) $ ( 4,102 ) $ ( 16,534 ) $ 288,758

Balance at September 30, 2023 41,627,208 $ — $ 527,199 $ ( 214,092 ) $ ( 7,108 ) $ ( 16,534 ) $ 289,465

See accompanying notes to the condensed consolidated financial statements.

9 unchanged sentences

Net loss — — — ( 11,289 ) — — ( 11,289 )

Balance at June 30, 2024 42,159,631 $ — $ 553,122 $ ( 228,969 ) $ ( 1,771 ) $ ( 16,534 ) $ 305,848

Balance at September 30, 2024 42,340,695 $ — $ 561,010 $ ( 227,544 ) $ 3,243 $ ( 16,534 ) $ 320,175

Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders' Equity

5 unchanged sentences

Net loss — — — ( 42,530 ) — — ( 42,530 )

Balance at June 30, 2023 41,470,738 $ — $ 519,450 $ ( 210,056 ) $ ( 4,102 ) $ ( 16,534 ) $ 288,758

Balance at September 30, 2023 41,627,208 $ — $ 527,199 $ ( 214,092 ) $ ( 7,108 ) $ ( 16,534 ) $ 289,465

TRUPANION, INC.

1 unchanged sentence

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities

45 unchanged sentences

The Company's accounting policies are described in Note 1 to the audited financial statements included in the 2023 10-K.

Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full fiscal year or any other interim period.

Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the full fiscal year or any other interim period.

Use of Estimates

10 unchanged sentences

The Company is still evaluating the impact of this ASU on its consolidated financial statements.

Net Loss per Share

Basic net loss per share is computed using the weighted average number of shares of common stock outstanding during the period.

Diluted net loss per share is calculated using the weighted average number of shares of common stock plus, when dilutive, potential shares of common stock outstanding using the treasury-stock method.

Net Income (Loss) per Share

Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period.

Diluted net income (loss) per share is calculated using the weighted average number of shares of common stock plus, when dilutive, potential shares of common stock outstanding using the treasury-stock method.

Potential shares of common stock outstanding include stock options, unvested restricted stock awards and restricted stock units.

The components of basic and diluted earnings per share were as follows (in thousands, except share and per share information):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Basic earnings per share:

Net income (loss) $ 1,425 $ ( 4,036 ) $ ( 11,289 ) $ ( 42,530 )

Shares used in computation:

Weighted average shares of common stock outstanding 42,233,903 41,536,575 42,076,998 41,344,195

Basic earnings per share $ 0.03 $ ( 0.10 ) $ ( 0.27 ) $ ( 1.03 )

Diluted earnings per share:

Net income (loss) $ 1,425 $ ( 4,036 ) $ ( 11,289 ) $ ( 42,530 )

Shares used in computation:

Weighted average shares of common stock outstanding 42,233,903 41,536,575 42,076,998 41,344,195

Stock options 242,254 — — —

Restricted stock awards and units 346,348 — — —

Weighted average number of shares 42,822,505 41,536,575 42,076,998 41,344,195

Diluted earnings per share $ 0.03 $ ( 0.10 ) $ ( 0.27 ) $ ( 1.03 )

The following potentially dilutive equity securities were not included in the diluted earnings per share of common stock calculation because they would have had an antidilutive effect:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

4 unchanged sentences

Held-to-maturity securities are classified as short-term versus long-term investments based on the effective maturity dates.

The amortized cost, gross unrealized holding gains and losses, and estimates of fair value of long-term and short-term investments by major security type and class of security were as follows as of June 30, 2024 and December 31, 2023 (in thousands):

As of June 30, 2024

The amortized cost, gross unrealized holding gains and losses, and estimates of fair value of long-term and short-term investments by major security type and class of security were as follows as of September 30, 2024 and December 31, 2023 (in thousands):

As of September 30, 2024

Long-term investments:

36 unchanged sentences

Maturities of investments classified as available-for-sale and held-to-maturity were as follows (in thousands):

As of June 30, 2024

As of September 30, 2024

Available-for-sale:

3 unchanged sentences

Available-for-sale collateralized:

Mortgage-backed securities and collateralized mortgage obligations $ 13,422 $ 13,354

Other asset-backed securities 16,952 16,924

Due under one year $ 3,298 $ 3,296

Due after one year through five years 22,252 22,553

Due after five years through ten years 3,674 3,698

Due after ten years 782 778

$ 30,006 $ 30,325

4 unchanged sentences

The Company does not expect any credit losses from its held-to-maturity investments, considering the composition of the investment portfolio and the credit loss history of these investments.

For available-for-sale investments, the Company determined that there were unrealized losses of $ 0.5 million and $ 0.3 million as of June 30, 2024 and December 31, 2023, respectively.

As of June 30, 2024, $ 15.8 million in available-for-sale investments have been in a loss position for more than twelve months, with total unrealized losses of $ 0.2 million.

As of June 30, 2024, $ 46.7 million available-for-sale investments have been in a loss position for less than twelve months, with total unrealized losses of $ 0.2 million.

As of December 31, 2023, $ 18.9 million in available-for-sale investments have been in a loss position for more than twelve months, with total unrealized losses of $ 0.2 million.

As of December 31, 2023, $ 25.9 million available-for-sale investments have been in a loss position for less than twelve months, with total unrealized losses of $ 0.1 million.

These losses relate to interest rate changes.

For available-for-sale investments, the Company determined that there were unrealized losses of less than $ 0.1 million as of September 30, 2024, and $ 0.3 million as of December 31, 2023.

As of September 30, 2024, $ 8.2 million in available-for-sale investments have been in a loss position for more than twelve months, with total unrealized losses of less than $ 0.1 million.

As of September 30, 2024, $ 6.8 million available-for-sale investments have been in a loss position for less than twelve months, with total unrealized losses of less than $ 0.1 million.

As of December 31, 2023, $ 18.9 million in available-for-sale investments had been in a loss position for more than twelve months, with total unrealized losses of $ 0.2 million.

As of December 31, 2023, $ 25.9 million available-for-sale investments had been in a loss position for less than twelve months, with total unrealized losses of $ 0.1 million.

All losses relate to interest rate changes.

The Company does not expect any credit losses from its available-for-sale investments, considering the composition of the investment portfolio and the credit rating of these investments.

For those securities, the Company determined it is not likely to, and does not intend to, sell prior to a potential recovery.

Proceeds from the sales of fixed maturities classified as available-for-sale were $ 40.2 million and $ 58.8 million during the six months ended June 30, 2024 and 2023, respectively.

Proceeds from the sales of fixed maturities classified as available-for-sale were $ 59.2 million and $ 83.9 million during the nine months ended September 30, 2024 and 2023, respectively.

Other Investments

8 unchanged sentences

The Company's investment and amounts loaned under the line of credit are recorded in other long-term assets on its consolidated balance sheet.

The outstanding loan balance under the line of credit, including accrued interest, was $ 2.6 million and $ 4.0 million as of June 30, 2024 and December 31, 2023, respectively.

The outstanding loan balance under the line of credit, including accrued interest, was $ 2.1 million and $ 4.0 million as of September 30, 2024 and December 31, 2023, respectively.

The Company has also entered into a series of agreements to provide ancillary services to, and receive reimbursement from, Baystride at cost.

The Company provided $ 0.1 million and $ 0.3 million of these services for the six months ended June 30, 2024 and 2023, respectively.

The Company provided $ 0.2 million and $ 0.3 million of these services for the nine months ended September 30, 2024 and 2023, respectively.

Allowance for Credit Loss

5 unchanged sentences

The following table presents a rollforward of the allowance for credit losses for this investment.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

4 unchanged sentences

The following table summarizes, by major security type, the Company's assets that are measured at fair value on a recurring basis, and placement within the fair value hierarchy (in thousands):

As of June 30, 2024

As of September 30, 2024

Fair Value Level 1 Level 2 Level 3

27 unchanged sentences

An increase or decrease in any of these unobservable inputs would result in a change in the fair value measurement.

The estimated fair value was $ 5.3 million as of June 30, 2024, unchanged from December 31, 2023, and is recorded in other long-term assets on the Company's consolidated balance sheet.

The estimated fair value was $ 5.3 million as of September 30, 2024, unchanged from December 31, 2023, and is recorded in other long-term assets on the Company's consolidated balance sheet.

The Company recognizes 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 six months ended June 30, 2024 and the year ended December 31, 2023.

The following table presents the change in fair value of the Company’s preferred stock investment carried at fair value and classified as Level 3 as of June 30, 2024 and 2023 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

There were no transfers between levels for the nine months ended September 30, 2024 and the year ended December 31, 2023.

The following table presents the change in fair value of the Company’s preferred stock investment carried at fair value and classified as Level 3 as of September 30, 2024 and 2023 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Fair Value Disclosures - Other Assets and Liabilities

The Company's other long-term assets balance also included notes receivable of $ 5.4 million and $ 6.8 million as of June 30, 2024 and December 31, 2023, respectively, recorded at their estimated collectible amount.

The Company's other long-term assets balance also included notes receivable of $ 4.9 million and $ 6.8 million as of September 30, 2024 and December 31, 2023, respectively, recorded at their estimated collectible amount.

The Company estimates that the carrying value of the notes receivable approximates the fair value.

2 unchanged sentences

This is a Level 3 measurement.

Based upon the terms of the debt, the carrying amount of long-term debt approximated fair value at June 30, 2024.

Based upon the terms of the debt, the carrying amount of long-term debt approximated fair value at September 30, 2024.

Commitments and Contingencies

13 unchanged sentences

Summarized below are the changes in the total liability for the Company's subscription business segment (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Subscription 2024 2023

10 unchanged sentences

Reserve at end of period $ 24,162 $ 31,681

The Company had favorable development on veterinary invoice reserves for the subscription business segment of $ 0.3 million for the six months ended June 30, 2024, and unfavorable development on veterinary invoice reserves of $ 2.0 million for the six months ended June 30, 2023, both of which were the result of ongoing analysis of recent payment trends.

The Company had unfavorable development on veterinary invoice reserves for the subscription business segment of $ 0.1 million for the nine months ended September 30, 2024, and unfavorable development on veterinary invoice reserves of $ 2.4 million for the nine months ended September 30, 2023, both of which were the result of ongoing analysis of recent payment trends.

Non-cash expenses are primarily comprised of stock-based compensation expense for employees performing claims processing related duties.

Summarized below are the changes in total liability for the Company's other business segment (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Other Business 2024 2023

10 unchanged sentences

Reserve at end of period $ 32,506 $ 29,657

The Company had favorable development on veterinary invoice reserves for the other business segment of $ 0.9 million for the six months ended June 30, 2024, and unfavorable development on veterinary invoice reserves of $ 0.8 million for the six months ended June 30, 2023, both of which were the result of ongoing analysis of recent payment trends.

The Company had favorable development on veterinary invoice reserves for the other business segment of $ 1.3 million for the nine months ended September 30, 2024, and unfavorable development on veterinary invoice reserves of $ 0.7 million for the nine months ended September 30, 2023, both of which were the result of ongoing analysis of recent payment trends.

Reserve for veterinary invoices, by year of occurrence

In the following tables, the reserve for veterinary invoices for each segment is presented as the amount (in thousands) by the year to which the veterinary invoice relates, referred to as the year of occurrence.

Subscription As of June 30, 2024

Subscription As of September 30, 2024

Year of Occurrence

2022 and prior $ 64

Other Business As of June 30, 2024

Other Business As of September 30, 2024

Year of Occurrence

6 unchanged sentences

The Credit Facility bears interest at a floating base rate plus an applicable margin.

The stated interest rate as of June 30, 2024 was approximately 10.46 % for the $ 60.0 million Initial Term Loan and for the aggregate $ 75.0 million Term Loans.

The stated interest rate as of September 30, 2024 was approximately 10.48 % for the $ 60.0 million Initial Term Loan and for the aggregate $ 75.0 million Delayed Draw Term Loans.

The Company incurred total debt issuance costs of approximately $ 5.9 million, which are reported in the consolidated balance sheet as a direct reduction from the carrying amount of the Credit Facility, and are amortized as interest expense over the term of five years.

2 unchanged sentences

The Credit Agreement contains financial and other covenants .

As of June 30, 2024, the Company was in compliance with all financial and other covenants .

As of September 30, 2024, the Company was in compliance with all financial and other covenants .

To the extent not previously paid, the Initial Term Loan is due and payable on March 25, 2027 , the Delayed Draw Term Loans are due and payable on the earlier of the five-year anniversary of their initial funding or March 25, 2028 , and Revolving Loans are due and payable on March 25, 2027 .

The Company must repay 0.25 % of any then-outstanding Term Loans, together with accrued and unpaid interest, on a quarterly basis.

Future principal payments on outstanding borrowings as of June 30, 2024 are as follows (in thousands):

Year Ending December 31, June 30, 2024

Future principal payments on outstanding borrowings as of September 30, 2024 are as follows (in thousands):

Year Ending December 31, September 30, 2024

Total $ 132,275

Stock-Based Compensation

Stock-based compensation expense includes stock options and restricted stock units granted to employees and other service providers and has been reported in the Company’s consolidated statements of operations depending on the function performed by the employee or other service provider.

Stock-based compensation expense includes restricted stock units granted to employees and other service providers and has been reported in the Company’s consolidated statements of operations depending on the function performed by the employee or other service provider.

Stock-based compensation expense recognized in each category of the consolidated statements of operations was as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

7 unchanged sentences

Total stock-based compensation $ 8,433 $ 7,393 $ 25,563 $ 27,520

Restricted Stock Awards and Restricted Stock Units

A summary of the Company’s restricted stock award and restricted stock unit activity is as follows:

Restricted Stock Units

A summary of the Company’s restricted stock unit activity is as follows:

Shares Weighted Average

4 unchanged sentences

Forfeited ( 53,149 ) 46.56

Unvested shares as of June 30, 2024 1,131,801 39.55

As of June 30, 2024, the Company had 1,131,801 unvested restricted stock units.

Unvested shares as of September 30, 2024 1,037,672 37.91

As of September 30, 2024, the Company had 1,037,672 unvested restricted stock units.

Stock-based compensation expenses of $ 41.6 million related to unvested restricted stock units are expected to be recognized over a weighted average period of approximately 2.2 years.

1 unchanged sentence

In conjunction with these departures, the Company accelerated the vesting of certain RSUs as of the termination date and extended the purchase date of certain vested options from 90 to 365 days.

These award modifications resulted in the recognition of $ 4.8 million share-based compensation expense during the six months ended June 30, 2023.

These award modifications resulted in the recognition of $ 4.8 million share-based compensation expense during the nine months ended September 30, 2023.

Stock Options

5 unchanged sentences

Forfeited ( 500 ) 14.93 —

Outstanding as of June 30, 2024 379,436 13.93 5,871

Exercisable as of June 30, 2024 379,436 13.93 5,871

As of June 30, 2024, stock options outstanding and stock options exercisable had a weighted average remaining contractual life of 2.1 years.

Outstanding as of September 30, 2024 353,025 14.24 9,793

Exercisable as of September 30, 2024 353,025 14.24 9,793

As of September 30, 2024, stock options outstanding and stock options exercisable had a weighted average remaining contractual life of 1.9 years.

The Company has not granted any new stock options since 2017.

Stockholders' Equity

Common Stock and Preferred Stock

As of June 30, 2024, the Company had 100,000,000 shares of common stock authorized and 42,159,631 shares of common stock outstanding.

As of September 30, 2024, the Company had 100,000,000 shares of common stock authorized and 42,340,695 shares of common stock outstanding.

Holders of common stock are entitled to one vote on each matter properly submitted to the stockholders of the Company except those related to matters concerning possible outstanding preferred stock.

At June 30, 2024, the Company had 10,000,000 shares of undesignated preferred stock authorized for future issuance and did not have any outstanding shares of preferred stock.

At September 30, 2024, the Company had 10,000,000 shares of undesignated preferred stock authorized for future issuance and did not have any outstanding shares of preferred stock.

The holders of common stock are also entitled to receive dividends as and when declared by the board of directors of the Company (the "Board"), whenever funds are legally available.

3 unchanged sentences

In April 2021, the Board approved a share repurchase program, pursuant to which the Company may, between May 2021 and May 2026, repurchase outstanding shares of the Company's common stock.

The Company repurchased no shares during the six months ended June 30, 2024 and 2023, respectively.

The Company repurchased no shares during the nine months ended September 30, 2024 and 2023, respectively.

Accumulated Comprehensive Income (Loss)

A summary of the components of accumulated other comprehensive income (loss) is as follows (in thousands):

For the three months ended June 30, 2024 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of April 1, 2024 $ ( 1,408 ) $ ( 173 ) $ ( 1,581 )

For the three months ended September 30, 2024 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of July 1, 2024 $ ( 1,593 ) $ ( 178 ) $ ( 1,771 )

Other comprehensive income (loss) 2,805 2,209 5,014

Balance as of June 30, 2024 $ ( 1,593 ) $ ( 178 ) $ ( 1,771 )

For the three months June 30, 2023 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of April 1, 2023 $ ( 1,233 ) $ ( 3,022 ) $ ( 4,255 )

Balance as of September 30, 2024 $ 1,212 $ 2,031 $ 3,243

For the three months September 30, 2023 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of July 1, 2023 $ 23 $ ( 4,125 ) $ ( 4,102 )

Other comprehensive income (loss) ( 2,763 ) ( 243 ) ( 3,006 )

Balance as of June 30, 2023 $ 23 $ ( 4,125 ) $ ( 4,102 )

For the six months ended June 30, 2024 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of September 30, 2023 $ ( 2,740 ) $ ( 4,368 ) $ ( 7,108 )

For the nine months ended September 30, 2024 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of January 1, 2024 $ ( 76 ) $ 479 $ 403

Other comprehensive income (loss) 1,288 1,552 2,840

Balance as of June 30, 2024 $ ( 1,593 ) $ ( 178 ) $ ( 1,771 )

For the six months ended June 30, 2023 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of September 30, 2024 $ 1,212 $ 2,031 $ 3,243

For the nine months ended September 30, 2023 Foreign Currency Translation Net Unrealized Gain (Loss) on Available-for-Sale Securities Total

Balance as of January 1, 2023 $ ( 2,788 ) $ ( 3,513 ) $ ( 6,301 )

Other comprehensive income (loss) 48 ( 855 ) ( 807 )

Balance as of June 30, 2023 $ 23 $ ( 4,125 ) $ ( 4,102 )

Balance as of September 30, 2023 $ ( 2,740 ) $ ( 4,368 ) $ ( 7,108 )

The Company has two aggregated reporting segments:

11 unchanged sentences

Operating income (loss) of the Company’s segments were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

7 unchanged sentences

Depreciation and amortization 2,929 1,913 8,315 6,060

Subscription business operating loss ( 3,420 ) ( 12,818 ) ( 7,939 ) ( 31,585 )

Subscription business operating income (loss) 3,824 ( 5,709 ) ( 4,109 ) ( 37,294 )

Other business:

6 unchanged sentences

Depreciation and amortization 1,452 1,077 4,227 3,385

Other business operating loss ( 2,004 ) ( 199 ) ( 3,519 ) ( 5,847 )

Loss from investment in joint venture ( 47 ) ( 73 ) ( 150 ) ( 144 )

Operating loss ( 5,471 ) ( 13,090 ) ( 11,608 ) ( 37,576 )

Other business operating income (loss) ( 2,044 ) 2,214 ( 5,569 ) ( 3,633 )

Gain (loss) from investment in joint venture ( 34 ) 4 ( 184 ) ( 140 )

Operating income (loss) 1,746 ( 3,491 ) ( 9,862 ) ( 41,067 )

Interest expense 3,820 3,053 11,071 8,380

Other income, net ( 3,538 ) ( 2,465 ) ( 9,601 ) ( 6,445 )

Loss before income taxes $ ( 5,906 ) $ ( 13,952 ) $ ( 12,796 ) $ ( 38,923 )

Income (loss) before income taxes $ 1,464 $ ( 4,079 ) $ ( 11,332 ) $ ( 43,002 )

The following table presents the Company’s revenue by geographic region of the member (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

2 unchanged sentences

Total revenue $ 327,456 $ 285,853 $ 948,377 $ 812,748

Substantially all of the Company’s long-lived assets were located in the United States as of June 30, 2024 and December 31, 2023.

Substantially all of the Company’s long-lived assets were located in the United States as of September 30, 2024 and December 31, 2023.

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-Q

Item 1. Financial Statements