S-1 1 d661590ds1.htm FORM S-1 Form S-1
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As filed with the Securities and Exchange Commission on June 16, 2014

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Trupanion, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   7374           83-0480694

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial        

Classification Code Number)        

 

(I.R.S. Employer

Identification Number)

 

 

907 NW Ballard Way

Seattle, WA 98107

(855) 727-9079

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Darryl Rawlings

Chief Executive Officer

Trupanion, Inc.

907 NW Ballard Way

Seattle, WA 98107

(855) 727-9079

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

 

Alan Smith

James Evans

Amanda Rose

Fenwick & West LLP

1191 Second Avenue, Floor 10

Seattle, WA 98101

(206) 389-4510

 

Asher Bearman        

General Counsel        

Trupanion, Inc.        

907 NW Ballard Way        

Seattle, WA 98107        

(855) 727-9079        

 

Peter Astiz

Trent Dykes

Andrew Ledbetter

DLA Piper LLP (US)

701 Fifth Avenue, Suite 7000

Seattle, WA 98104

(206) 839-4800

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of
securities to be registered
 

Proposed

maximum

aggregate

offering price(1)(2)

 

Amount of

registration fee

Common stock, $0.00001 par value per share

  $75,000,000   $9,660

 

 

(1) 

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

(2) 

Includes the offering price of the additional shares that the underwriters have the option to purchase.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


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The information contained in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JUNE 16, 2014

PRELIMINARY PROSPECTUS

             Shares

 

LOGO

Common Stock

 

 

We are offering              shares of our common stock. This is our initial public offering and no public market currently exists for our common stock. We expect the initial public offering price to be between $         and $         per share. We have applied to list our common stock on the New York Stock Exchange under the symbol “TRUP.”

 

 

Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page 13 of this prospectus.

We are an “emerging growth company” as defined in The Jumpstart Our Business Startups Act of 2012, and will be subject to reduced public company reporting requirements.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

     PER
SHARE
     TOTAL  

Public Offering Price

   $                    $                

Underwriting Discounts and Commissions(1)

   $         $     

Proceeds to Trupanion, Inc. Before Expenses

   $         $     

 

  (1)

See “Underwriting” for additional information regarding underwriter compensation.

Delivery of the shares of common stock is expected to be made on or about                     , 2014. We have granted the underwriters an option for a period of 30 days to purchase an additional              shares of our common stock.

 

 

 

RBC Capital Markets      Barclays         Stifel

Canaccord Genuity

   Cowen and Company

Prospectus dated                     , 2014


Table of Contents

 

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TABLE OF CONTENTS

 

PROSPECTUS SUMMARY

     1   

RISK FACTORS

     13   

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     44   

MARKET AND INDUSTRY DATA

     45   

USE OF PROCEEDS

     46   

DIVIDEND POLICY

     46   

CAPITALIZATION

     47   

DILUTION

     49   

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

     51   

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     56   

BUSINESS

     87   

MANAGEMENT

     105   

EXECUTIVE COMPENSATION

     113   

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

     123   

PRINCIPAL STOCKHOLDERS

     126   

DESCRIPTION OF CAPITAL STOCK

     128   

MATERIAL U.S. FEDERAL TAX CONSEQUENCES FOR NON-U.S. HOLDERS

     134   

SHARES ELIGIBLE FOR FUTURE SALE

     139   

UNDERWRITING

     141   

LEGAL MATTERS

     148   

EXPERTS

     148   

WHERE YOU CAN FIND MORE INFORMATION

     148   

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     F-1   

 

 

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor any of the underwriters have authorized anyone to provide you with information that is different. We are offering to sell shares of our common stock, and seeking offers to buy shares of our common stock, only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Until and including                     , 2014, 25 days after the date of this prospectus, all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

For investors outside of the United States: neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

 


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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. Before you decide to invest in our common stock, you should read the entire prospectus carefully, including the section entitled “Risk Factors” and the consolidated financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless otherwise stated or the context otherwise indicates, references to “Trupanion,” “we,” “us,” “our” and similar references refer to Trupanion, Inc. and its subsidiaries taken as a whole.

Our Company

We are a direct-to-consumer monthly subscription service providing a medical insurance plan for cats and dogs throughout the United States, Canada and Puerto Rico. Our data-driven, vertically-integrated approach enables us to provide pet owners with what we believe is the highest value medical plan for their pets, priced specifically for each pet’s unique characteristics. Our growing and loyal member base provides us with highly predictable and recurring revenue. We operate our business with a focus on maximizing the lifetime value of each pet while sustaining a favorable ratio of lifetime value relative to acquisition cost.

Our target market is large and underpenetrated. We have pioneered a unique solution that sits at the center of the pet medical ecosystem, meeting the needs of pets, pet owners and veterinarians, and we believe we are uniquely positioned to disrupt the pet medical insurance market and drive increased market penetration. The number of pets enrolled in our medical plan has increased every quarter for the last ten years. More recently, our total enrolled pets grew from 31,207 on January 1, 2010 to 181,634 on March 31, 2014, which represents a compound annual growth rate of 51.4%.

We generate revenue primarily from subscription fees for our medical plan. Our medical plan automatically renews on a monthly basis, and members pay the subscription fee at the beginning of each subscription period. Our vertically integrated infrastructure eliminates significant frictional costs that constrain many of our competitors, which allows us to provide superior value to our members. For example, while many traditional providers spend approximately $0.45 to $0.64 per dollar of premium on claims, we spent $0.67, $0.68, $0.70 and $0.70 per subscription dollar in 2011, 2012, 2013 and the first quarter of 2014, respectively. Since 2010, at least 88% of our subscription business revenue every quarter has come from existing members who had active subscriptions at the beginning of the quarter. Due to our focus on providing a superior value proposition and member experience, our members are very loyal, as evidenced by our 98.5% average monthly retention rate over 2011, 2012 and 2013. This loyalty is also reflected in our retention of annual cohorts of members, both on an average monthly and cumulative basis. For example, the pets that we enrolled in our medical plan in 2010 had average monthly retention rates of 98.15%, 98.85% and 99.07% at the end of 2011, 2012 and 2013, respectively, which resulted in a cumulative impact of 56% of the original cohort pets remaining enrolled at December 31, 2013. For more information regarding average monthly retention, including an explanation of how we calculate that metric, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics.”

We generate leads through both third-party referrals and online member acquisition channels, which we then convert into members through our website and contact center. Our website, Trupanion.com, is critical to converting leads from all of our member acquisition channels, with over 85% of our new members in the three months ended March 31, 2014 visiting our website prior to or during the enrollment process. Veterinary practices represent our largest referral source. While these referrals accounted for a majority of our enrollments in 2013 and the first quarter of 2014, we do not pay commissions to or otherwise compensate veterinarians for their referrals. We engage a national referral network of independent contractors who are paid fees based on activity in their regions, which we refer to as our Territory Partners. Our Territory Partners are dedicated to cultivating direct veterinary relationships and building awareness of the benefits that our medical plan offers veterinarians

 

 

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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, our medical plan. Our online member acquisition channels serve as important resources for pet owner education and drive new member leads and conversion. We also receive a significant number of new leads from existing members adding pets and referring their friends and family members.

As a result of the predictable nature of our subscription business, our business model yields attractive per unit economics. Pets that enrolled in the first quarter of 2014 cost us an average of $111 to acquire and have an implied lifetime value of $610. This represents a 5.5x ratio of lifetime value of a pet divided by average pet acquisition cost. We continually refine our sales and marketing strategies to optimize this ratio. For more information about our key financial metrics, including related risks and assumptions, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics.”

We enrolled our first pet in Canada in 2000 and our first pet in the United States in 2008. Our revenue increased from $19.1 million for the year ended December 31, 2010 to $83.8 million for the year ended December 31, 2013, representing a compound annual growth rate of 64%. Additionally, our revenue increased from $17.8 million for the three months ended March 31, 2013 to $25.6 million for the three months ended March 31, 2014, representing 44% year-over-year growth. We have achieved sequential revenue growth in every quarter since the first quarter of 2010. We have made and expect to continue to make substantial investments in member acquisition and in expanding our operations to support our expected growth. For the years ended December 31, 2011, 2012 and 2013, we had a net loss of $3.9 million, $6.4 million and $8.2 million, respectively. For the three months ended March 31, 2013 and 2014, we had a net loss of $1.9 million and $4.9 million, respectively. As of March 31, 2014, our accumulated deficit was $40.9 million.

Industry Overview

The role pets play in their owners’ lives is constantly evolving, with each generation allowing pets to play a more prominent role in family life. Over the course of the last two generations, pets have transitioned from the backyard, to the kitchen, and into the bedroom. Innovations in pharmaceutical technologies, including flea and tick medications, have been important factors enabling increased physical proximity and emotional attachment between pet owners and pets. According to a 2012 survey conducted by Harris Interactive, 91% of U.S. pet owners consider their pets to be family members.(1) Additionally, 81% of U.S. pet owners consider their pets as equal members of the family and 58% think of their pets as their children and refer to themselves as their pets’ mom or dad, according to a 2011 survey conducted by Kelton Research LLC.(2) As further evidence of this growing human-animal bond, 77% of cat owners and 66% of dog owners said they let their cats or dogs sleep in their beds, according to a 2012 survey conducted by Harris Interactive.(1) A growing number of pet owners pamper their cats and dogs, and spend significant amounts on relatively expensive products and services for their pets, such as premium organic food and doggy day care. According to the American Pet Products Association (APPA), U.S. consumers are estimated to have spent $55.5 billion on their pets in 2013, which is an increase of approximately 44% from the $38.5 billion spent in 2006.(3)

Despite this increased focus on pet care, pet owners are often surprised by the cost of veterinary care and can be financially unprepared if their beloved pets become injured or ill. The costs of medical treatments for pets have become more onerous over time due to the availability and usage of increasingly advanced veterinary care. Although traditional pet insurance products have been offered for years, many of these products are poorly designed and confusing to pet owners and their veterinarians. Because these products provide limited value to both pet owners and veterinarians, they have low adoption rates. Consequently, pet owners without medical

 

(1) 

See note 1 in the section entitled “Market and Industry Data.”

(2) 

See note 2 in the section entitled “Market and Industry Data.”

(3) 

See note 3 in the section entitled “Market and Industry Data.”

 

 

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coverage or with traditional insurance products may be forced to accept sub-standard care for their pets due to financial constraints.

While both pet owners and veterinarians share the common goal of ensuring the best possible care for pets, they face several challenges.

Problems facing pet owners:

 

   

Cost of medical care is becoming increasingly burdensome on pet owners

 

   

Pet owners are often surprised by and unprepared for the costs of veterinary care

 

   

Traditional pet insurance products provide poor value and customer experiences

Problems facing veterinarians:

 

   

Veterinarians are constrained by pet owners’ inability to pay for optimal care

 

   

Veterinary practices face challenging business economics

 

   

Traditional pet insurance products have created conflicts between veterinarians and pet owners

Our Market Opportunity

We believe the growing human-animal bond has led to an increasing willingness by pet owners to spend on pet health. According to the APPA, of the $55.5 billion that is estimated to have been spent on pets in 2013, U.S. consumers spent an estimated $14.2 billion on veterinary care, which is an increase of 54% from the $9.2 billion spent in 2006.(4) Veterinary expenditures are rising due to technological advancements in veterinary medicine and increased utilization of care. More sophisticated and costly treatments, such as ultrasound, radiation therapy, MRIs, CT scans, transplants and chemotherapy, are gaining wider acceptance. The cost of diagnostic testing alone can be expensive, in part because pets are unable to communicate their symptoms. For example, even a seemingly minor issue can potentially cost thousands of dollars to diagnose and treat since the pet cannot communicate symptoms.

We believe the addressable market for medical coverage for cats and dogs in North America is the largest in the world. Pet owners in the United States and Canada collectively owned approximately 193 million cats and dogs according to surveys conducted by the APPA in 2013 and the Canadian Animal Health Institute in 2012.(5) By comparison, pet owners in Europe collectively owned approximately 165 million cats and dogs in 2012, according to the European Pet Food Industry Federation.(6) Despite the growing human-animal bond, approximately 1% of pet owners in the United States and Canada had pet medical coverage in 2013, according to a 2013 report from Packaged Facts, a division of Market Research Group, LLC.(7) Many European countries have significantly higher penetration rates of pet medical coverage, which range from 5% in France and Denmark to 25% in the United Kingdom and 40% in Sweden, according to a 2013 study conducted by Munich Re.(8) We believe that these higher penetration rates stem from active collaboration between pet medical coverage providers and veterinary communities to design and deliver high value medical coverage.

Our Solution

To address these challenges, we offer a simple, fair and comprehensive plan that pays 90% of veterinary costs for covered accident and illness claims, has no payout limitations and can be used to cover the costs incurred at any

 

(4) 

See notes 3 and 4 in the section entitled “Market and Industry Data.”

(5) 

See notes 5 and 6 in the section entitled “Market and Industry Data.”

(6) 

See note 7 in the section entitled “Market and Industry Data.”

(7) 

See note 8 in the section entitled “Market and Industry Data.”

(8) 

See note 9 in the section entitled “Market and Industry Data.”

 

 

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veterinary practice, emergency care center or specialty hospital. Generally, the only costs not covered by our plan are those relating to conditions existing prior to the pet’s enrollment and to routine or preventative care, including examination fees. This differentiated approach aligns the interests of pet owners and veterinarians, which allows them to focus on providing the best care for pets rather than minimizing the cost of treatment.

Benefits to Pet Owners

We believe our solution offers the following key benefits to pet owners:

Predictability of costs and peace of mind. Our members can be confident that their pets will be covered in the event of injury or illness.

Awareness of cost of care. We actively market the value of our plan to veterinarians, enabling them to educate pet owners effectively about the costs of veterinary care and the benefits of our medical plan.

Superior value proposition. We offer a comprehensive medical plan with no limitations for chronic, congenital or hereditary conditions, no payout limits and no mandates to veterinarians on the cost of treatment.

Exceptional member experience. We have designed our claims process to be fair, efficient and transparent. Our goal is to help eliminate the high levels of frustration associated with traditional pet insurance products.

Benefits to Veterinarians

We believe our solution offers the following key benefits to veterinarians:

Freedom to be the most effective advocate for pets. Our plan does not limit how much can be paid for an injury or illness. This provides veterinarians with the freedom to practice veterinary medicine at the highest level and be the most effective advocate for the health of the pets.

More loyal client base. Our members visit veterinarians more frequently, which can generate significantly more annual revenue for veterinarians compared to clients without pet medical coverage. The result is a client base that is more engaged, spends more money on care and has healthier cats and dogs.

Reduces potential conflicts with cost-sensitive pet owners. We enable veterinarians to recommend optimal treatment without having their decisions dictated by the cost of treatment and the financial burden on the pet owner. As a result, veterinarians are able to establish stronger ties with their clients.

Our Strengths

We have the following strengths, which we believe are competitive advantages and not easily replicated:

Compelling value proposition drives a powerful network effect. Our differentiated solution aligns the interests of both pet owners and veterinarians, creating a unique network effect. Our members benefit because their pets receive the best care possible and we pay 90% of the covered costs. Veterinarians benefit because they can recommend the optimal treatment and provide a high standard of care regardless of cost, which improves their business fundamentals. As more pet owners and veterinarians experience the compelling benefits of our medical plan, we believe they act as ambassadors for our brand and drive additional enrollments.

Unique “go-to-market” strategy enables cost-efficient member acquisition. We invest significantly in developing relationships with veterinarians because we believe they are uniquely positioned to introduce our value proposition to pet owners. Since 2003, we have been building a national independent referral network,

 

 

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comprised of 62 Territory Partners as of March 31, 2014, dedicated to cultivating direct veterinary relationships and building awareness of the benefits that our medical plan offers both veterinarians and their clients. For the three months ended December 31, 2013, we received referrals from over 5,000 veterinary practices.

Vertically integrated approach reduces frictional costs and improves member value. We manage all aspects of our business using a vertically integrated approach that eliminates many of the significant frictional costs and member experience complications that can result from outsourcing key business functions to third-party service providers. We have strategically chosen to share these cost savings with our members in the form of higher claims payout ratios relative to traditional providers, which has enabled us to provide a superior value proposition.

Actionable data insights. Over the past 14 years, we have collected an extensive library of proprietary data that is not commercially available and that we believe is unparalleled in the industry. As of March 31, 2014, we had collected data from over 5,500,000 medical plan months, 750,000 claims, 18,000 veterinary practices, 60,000 postal codes and 440 cat and dog breeds. Using these insights, we are able to accurately price subscriptions to our medical plan, increase our retention rate and optimize lifetime value of a pet.

Powerful technology infrastructure. We have developed proprietary software systems that form the backbone of our technology platform, including our data analytics and pricing engine, claims processing software, customer relationship management system, contact center phone system and website. These solutions were custom built to meet the unique needs of our business and enable us to achieve superior operational execution.

Proven management team. We have a management team of experienced professionals with deep industry knowledge, a strong track record of successful execution and an average of ten years of experience in the veterinary medicine and insurance industries. We believe that our management team is uniquely positioned to lead a company that operates at the intersection of three highly complex fields: veterinary medicine, data analytics and technology.

Our Strategy

Our strategy is focused on attracting and retaining members by providing a best-in-class value and member experience. We are focused on building a successful long-term business by pursuing the following growth strategies:

Increase the number of referring veterinary practices. We intend to increase the number of veterinary practices that are actively introducing our medical plan to their clients by continuing to expand our national independent referral network of Territory Partners and increasing direct marketing to veterinarians.

Increase the number of referrals from active veterinary practices. We intend to continue increasing the number and quality of interactions that we have with veterinarians to accelerate the rate at which active veterinary practices refer us leads.

Increase the number of third-party referrals from members. We are focused on using innovative technologies to further enhance our member experience. For example, we recently introduced a new technology, Trupanion Express, which is designed to facilitate the direct payment of claims to the veterinarian.

Improve online lead generation and conversion. We are investing in our online marketing capabilities, and intend to continue to do so in order to fully capture the online opportunity.

Explore other member acquisition channels. We regularly evaluate new member acquisition channels. We intend to aggressively pursue those channels that we believe will generate an attractive ratio of lifetime value relative to acquisition cost.

 

 

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Expand internationally. While we are currently focused on capturing the large opportunity in the U.S. and Canadian markets, we continue to explore international expansion.

Pursue other revenue opportunities. We may opportunistically engage in other revenue opportunities. For example, American Pet Insurance Company, which we acquired in 2007, has written policies for an unaffiliated managing general agent since the end of 2012. As the industry grows and other providers consider entering the pet insurance market, we are uniquely positioned to partner with them.

Risks Affecting Us

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors.” These risks include, but are not limited to, the following:

 

   

we have incurred significant net losses since our inception and may not be able to achieve or maintain profitability in the future;

 

   

we base our decisions regarding our member acquisition expenditures primarily on our analysis of the revenue that we expect new pets to generate over their lifetimes based on our historical experience, which may not accurately reflect our future results;

 

   

if we are unable to maintain high member retention rates, our growth prospects and revenue will be adversely affected;

 

   

the prices of our medical plan subscriptions are based on assumptions and estimates, and if our actual experience differs from the assumptions and estimates used in pricing our medical plan subscriptions, our revenue and financial condition could be adversely affected;

 

   

the anticipated benefits of our analytics platform may not be fully realized;

 

   

our actual claims expenses may exceed our current reserve, which was $5.0 million as of March 31, 2014, and may adversely affect our operating results and financial condition;

 

   

we rely significantly on our Territory Partners, veterinarians and other third parties to recommend our medical plan to potential members;

 

   

as of December 31, 2013, we did not, and at future measurement dates we may fail to, maintain the amount of risk-based capital required to avoid additional regulatory oversight, which amount was $16.8 million as of December 31, 2013;

 

   

if we fail to comply with the numerous laws and regulations that are applicable to the sale of a pet medical plan, our business and operating results could be harmed;

 

   

our outstanding indebtedness, which was $29.9 million as of March 31, 2014 and is secured by all of our assets, could adversely affect our business and limit our ability to expand our business or respond to changes, and we may be unable to generate sufficient cash flow to satisfy our debt service obligations; and

 

   

the outcome of litigation or regulatory proceedings could subject us to significant monetary damages, restrict our ability to conduct our business, harm our reputation and otherwise negatively impact our business.

See “Risk Factors” beginning on page 13.

Corporate Information

We were founded in Canada in 2000 as Vetinsurance Ltd. In 2006, we effected a business reorganization whereby Vetinsurance Ltd. became a consolidated subsidiary of Vetinsurance International, Inc., a Delaware corporation. In

 

 

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2007, we began doing business as Trupanion. In 2013, we formally changed our name from Vetinsurance International, Inc. to Trupanion, Inc. Our principal executive offices are located at 907 NW Ballard Way, Seattle, Washington 98107, and our telephone number is (855) 727-9079. Our website address is www.trupanion.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

We use various trade names, trademarks and service marks throughout this prospectus, including “Trupanion” and “Trupanion Express.” This prospectus contains additional trade names, trademarks and service marks of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. We have omitted the ® and designations, as applicable, for the trademarks we name in this prospectus.

Implications of Being an Emerging Growth Company

We are an “emerging growth company” as defined in The Jumpstart Our Business Startups Act of 2012 (JOBS Act), and therefore we may take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

 

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The Offering

 

Common stock to be offered

             shares

 

Common stock to be outstanding immediately after this offering

             shares

 

Option to purchase additional shares

We have granted the underwriters an option for 30 days from the date of this prospectus to purchase up to             additional shares of common stock.

 

Use of proceeds

We intend to use the net proceeds to us to repay $         million of our outstanding indebtedness and for working capital and other general corporate purposes. We also may use a portion of the net proceeds to satisfy our risk-based capital requirements or for the acquisition of, or investment in, technologies, assets or businesses that complement our business. See “Use of Proceeds.”

 

Proposed New York Stock Exchange symbol

“TRUP”

 

Risk factors

For a discussion of factors to consider carefully before deciding to invest in shares of our common stock, see “Risk Factors.”

The number of shares of our common stock to be outstanding after this offering is based on (i) 19,346,760 shares of our common stock outstanding as of March 31, 2014 and (ii) the issuance of 86,956 shares of our Series A convertible preferred stock upon the exercise of a warrant in April 2014, and excludes:

 

   

4,833,400 shares of common stock issuable upon the exercise of options outstanding as of March 31, 2014, with a weighted average exercise price of $2.39 per share;

 

   

168,750 shares of common stock issuable upon the exercise of options granted after March 31, 2014, with an exercise price of $12.27 per share;

 

   

35,672 shares of common stock issuable upon the exercise of convertible preferred stock warrants outstanding as of March 31, 2014, with a weighted average exercise price of $2.94 per share;

 

   

748,439 shares of common stock issuable upon the exercise of common stock warrants outstanding as of March 31, 2014, with an exercise price of $4.81 per share, which exercise price will automatically become our initial public offering price upon the completion of this offering (for example, based on an assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, these warrants would become warrants to purchase             shares of common stock at an exercise price of $             per share upon the completion of this offering); and

 

   

4,718,453 shares of common stock reserved for future issuance under our equity compensation plans, consisting of (i) 718,453 shares of common stock reserved for future issuance under our 2007 Equity Compensation Plan as of March 31, 2014, which shares will be added to the shares to be reserved under our 2014 Equity Incentive Plan upon the completion of this offering, (ii) 2,000,000 shares of common stock reserved for future issuance under our 2014 Equity Incentive Plan, which will become effective upon the completion of this offering and (iii) 2,000,000 shares of common stock reserved for future issuance under our 2014 Employee Stock Purchase Plan, which will become effective upon the completion of this offering. Our 2014 Equity Incentive Plan and 2014 Employee Stock Purchase Plan will also provide for automatic annual increases in the number of shares reserved under such plans.

 

 

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Except as otherwise indicated, all information in this prospectus assumes:

 

   

the conversion of (i) all outstanding shares of our convertible preferred stock as of March 31, 2014 and (ii) 86,956 shares of our Series A convertible preferred stock issued upon the exercise of a warrant in April 2014, into an aggregate of 14,944,945 shares of common stock upon the completion of this offering;

 

   

the issuance of 2,247,130 shares of our common stock upon the exchange of all of the outstanding exchangeable shares as of March 31, 2014 of our subsidiary Trupanion Canadian Shareholders, Ltd., a company organized under the laws of Canada, upon the completion of this offering, as described in “Description of Capital Stock—Exchangeable Shares in Canadian Subsidiary”;

 

   

the filing of our restated certificate of incorporation in Delaware and the adoption of our restated bylaws, each of which will occur upon the completion of this offering;

 

   

no exercise of options or warrants outstanding as of the date of this prospectus; and

 

   

no exercise of the underwriters’ option to purchase additional shares.

 

 

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Summary Consolidated Financial and Other Data

The following summary consolidated financial and other data should be read with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The summary consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the three months ended March 31, 2013 and 2014 and the summary consolidated balance sheet data as of March 31, 2014 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited condensed consolidated financial statements on the same basis as the audited consolidated financial statements and have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in any future period.

 

    YEARS ENDED
DECEMBER 31,
        THREE MONTHS    
ENDED MARCH 31,
 
   

    2011    

   

    2012    

   

    2013    

   

    2013    

   

    2014    

 
   

(in thousands)

 

Consolidated Statements of Operations Data:

         

Revenue:

         

Subscription business

  $  37,045      $  55,352      $  76,818      $  17,017      $  23,089   

Other business

    —          178        7,011        825        2,551   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    37,045        55,530        83,829        17,842        25,640   

Cost of revenue:

         

Subscription business(1)

    29,002        44,185        61,905        13,473        18,602   

Other business

    —          134        6,280        761        2,282   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

    29,002        44,319        68,185        14,234        20,884   

Gross profit:

         

Subscription business

    8,043        11,167        14,913        3,544        4,487   

Other business

    —          44        731        64        269   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total gross profit

    8,043        11,211        15,644        3,608        4,756   

Operating expenses:

         

Sales and marketing(1)

    5,206        7,149        9,091        2,572        2,646   

Technology and development(1)

    1,499        3,406        4,888        883        2,200   

General and administrative(1)

    4,289        6,195        8,652        1,927        2,786   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    10,994        16,750        22,631        5,382        7,632   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (2,951     (5,539     (6,987     (1,774     (2,876

Interest expense

    690        535        609        120        736   

Other expense, net

    186        252        671        111        1,286   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (3,827     (6,326     (8,267     (2,005     (4,898

Income tax expense (benefit)

    92        84        (92     (79     15   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (3,919   $ (6,410   $ (8,175   $ (1,926   $ (4,913
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(footnotes appear on following page)

 

 

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     YEARS ENDED
DECEMBER 31,
    PERIOD ENDED
MARCH 31,
 
    

    2011    

   

    2012    

   

    2013    

   

    2013    

   

    2014    

 

Other Financial and Operational Data(2):

          

Total pets enrolled

     88,707        125,387        169,570        136,027        181,634   

Monthly adjusted revenue per pet

   $ 41.00      $ 41.99      $ 42.57      $ 42.30      $ 43.12   

Lifetime value of a pet

   $ 500      $ 557      $ 612      $ 590      $ 610   

Average pet acquisition cost

   $ 84      $ 100      $ 103      $ 132      $ 111   

Average monthly retention

     98.24     98.51     98.65     98.56     98.65

Adjusted EBITDA (in thousands)

   $ (1,862   $ (3,904   $ (4,351   $ (1,208   $ (2,079

 

(1) 

Includes stock-based compensation expense as follows:

 

     YEARS ENDED
DECEMBER 31,
         THREE MONTHS    
ENDED MARCH 31,
 
         2011              2012              2013         

    2013    

    

    2014    

 
    

(in thousands)

 

Cost of revenues

   $      65       $ 109       $ 230       $      40       $      81   

Sales and marketing

     288         428         677         143         149   

Technology and development

     165         268         351         71         98   

General and administrative

     464         629         680         147         239   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation expense

   $ 982       $ 1,434       $ 1,938       $ 401       $ 567   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(2)

For more information about how we calculate total pets enrolled, monthly adjusted revenue per pet, lifetime value of a pet, average pet acquisition cost, average monthly retention and adjusted EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics.” In addition, certain of these metrics are calculated using non-GAAP financial measures. For more information about these measures and the applicable reconciliations, see “Selected Consolidated Financial and Other Data—Non-GAAP Financial Measures.”

 

 

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Our consolidated balance sheet data as of March 31, 2014 is presented on:

 

   

an actual basis;

 

   

a pro forma basis, giving effect to (i) the conversion of all outstanding shares of our convertible preferred stock as of March 31, 2014 and 86,956 shares of our Series A convertible preferred stock issued upon the exercise of a warrant in April 2014 into an aggregate of 14,944,945 shares of common stock, (ii) the conversion of warrants to purchase 35,672 shares of our preferred stock into warrants to purchase an equivalent number of shares of our common stock and (iii) the issuance of 2,247,130 shares of our common stock on the exchange of all of the outstanding exchangeable shares of our subsidiary Trupanion Canadian Shareholders, Ltd.; and

 

   

a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments and the sale of             shares of common stock in this offering, based on an assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses, (ii) the adjustment in the number of shares of common stock issuable upon the exercise of warrants to purchase common stock from 748,439 shares to             shares of common stock, based on an assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, and the related revaluation and reclassification of such warrants, (iii) the revaluation of warrants to purchase 35,672 shares of our common stock based on an assumed initial public offering price of $         per share, the midpoint of the range reflected on the cover page of this prospectus, and (iv) the repayment of $         million in outstanding indebtedness and the related accretion of debt discount upon the completion of this offering.

The pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

 

     MARCH 31, 2014  
     ACTUAL     PRO FORMA      PRO FORMA
AS ADJUSTED(1)
 
     (in thousands)  

Consolidated Balance Sheet Data:

       

Cash and cash equivalents

   $ 10,593      $                    $                

Investments in fixed maturities, current

     14,954        

Working capital

     7,220        

Total assets

     48,969        

Warrant liability

     6,119        

Current and long-term debt

     26,254        

Total liabilities

     54,475        

Convertible preferred stock

     31,724        

Total stockholders’ (deficit) equity

     (37,230     

 

(1) 

Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, would increase (decrease) our cash and cash equivalents, working capital (deficiency), total assets and total stockholders’ equity (deficit) by approximately $             million, assuming that the number of shares offered, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses.

 

 

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes, before investing in our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that are not expressly stated, that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the following risks occur, our business, operating results, financial condition and prospects could be materially harmed. In that event, the price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We have incurred significant net losses since our inception and may not be able to achieve or maintain profitability in the future.

We have incurred significant net losses since our inception. We had a net loss of $3.9 million, $6.4 million and $8.2 million for the years ended December 31, 2011, 2012 and 2013, respectively, and a net loss of $1.9 million and $4.9 million for the three months ended March 31, 2013 and 2014, respectively. Additionally, as of March 31, 2014, our accumulated deficit was $40.9 million. We have funded our operations through equity financings and borrowings under our revolving line of credit and term loans. We may not be able to achieve or maintain profitability in the near future or at all. Our recent growth, including our growth in revenue and membership, may not be sustainable or may decrease, and we may not generate sufficient revenue to achieve or maintain profitability. Additionally, our expense levels are based, in significant part, on our estimates of future revenue and many of these expenses are fixed in the short term. As a result, we may be unable to adjust our spending in a timely manner if our revenue falls short of our expectations. Accordingly, any significant shortfall of revenue in relation to our estimates could have an immediate negative effect on our financial results.

We expect to continue to make significant expenditures to maintain and expand our business, including expenditures relating to the acquisition of new members, retention of our existing members and development of our technology platform. We also expect to incur increased operating expenses as we hire additional personnel and invest in our infrastructure to support anticipated future growth and the reporting and compliance obligations to which we are subject as a public company. These increased expenditures will make it more difficult for us to achieve and maintain future profitability. Our ability to achieve and maintain profitability depends on a number of factors, including our ability to attract and service members on a profitable basis. If we are unable to achieve or maintain profitability, we may not be able to execute our business plan, our prospects may be harmed and our stock price could be materially and adversely affected.

We have made and plan to continue to make significant investments to grow our member base. Our average pet acquisition cost and the number of new pets we enroll depends on a number of factors, including the effectiveness of our sales execution and marketing initiatives, changes in costs of media, the mix of our sales and marketing expenditures and the competitive environment. Our average pet acquisition cost may vary from period to period based upon specific marketing initiatives. For example, veterinary trade show costs have traditionally increased our acquisition costs in the first quarter of each year. We also periodically test new member acquisition channels and marketing initiatives, each of which impacts our average acquisition costs. We plan to expand the number of Territory Partners we use to reach veterinarians and other referral sources, which is likely to increase our acquisition costs.

We base our decisions regarding our member acquisition expenditures primarily on our analysis of the revenue that we expect new pets to generate over their lifetimes based on our historical experience. Our estimates and assumptions may not accurately reflect our future results, we may overspend on member acquisition and we may not be able to recover our member acquisition costs or generate profits from these investments.

We invest significantly in member acquisition. We spent $5.2 million, $7.1 million and $9.1 million on sales and marketing to acquire new members in the years ended December 31, 2011, 2012 and 2013, respectively, and

 

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$2.6 million for each of the three-month periods ended March 31, 2013 and 2014. We expect to continue to spend significant amounts to acquire additional members. We utilize Territory Partners, who are paid fees based on activity in their regions, to communicate the benefits of our medical plan to veterinarians through in-person visits. Veterinarians then educate pet owners, who visit our website or call our contact center to learn more about, and potentially enroll in, our medical plan. We also invest in other third-party referrals and online member acquisition channels, though we have limited experience with some of them.

We base our decisions regarding our member acquisition expenditures primarily on our analysis of the revenue that we expect new pets to generate over their lifetimes. This analysis depends substantially on estimates and assumptions based on our historical experience with pets enrolled in earlier periods, including our key financial and operating metrics described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics.” We also consider the analysis of historical cohort patterns, such as the analysis that we present in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Cohort Analysis.” While we believe the trends reflected by this cohort are illustrative of our broader member base, the 2010 cohort results inherently reflect a distinct group of pets and may not be representative of our other current or future cohorts, particularly as we grow and our membership broadens.

If our estimates and assumptions regarding the revenue that we expect new pets to generate over their lifetimes and our related decisions regarding investments in member acquisition prove incorrect, or if the revenue generated by new pets over the lifetime of their medical plan differs significantly from that of pets acquired in prior periods, we may be unable to recover our member acquisition costs or generate profits from our investment in acquiring new members. Moreover, if our member acquisition costs increase or we invest in member acquisition channels that do not ultimately result in new member enrollments, the return on our investment may be lower than we anticipate irrespective of the revenue generated by new members. If we cannot generate profits from this investment, we may need to alter our growth strategy, and our growth rate and operating results may be adversely affected.

If we are unable to maintain high member retention rates, our growth prospects and revenue will be adversely affected.

We have historically experienced high average monthly retention rates. For example, our average monthly retention rate was 98.5% over 2011, 2012 and 2013. This loyalty is also reflected in our retention of annual cohorts of members, both on an average monthly and cumulative basis. For example, the pets that we enrolled in our medical plan in 2010 had average monthly retention rates of 98.15%, 98.85% and 99.07% at the end of 2011, 2012 and 2013, respectively, which resulted in a cumulative impact of 56% of the original cohort pets remaining enrolled at December 31, 2013. If our efforts to satisfy our existing members are not successful, we may not be able to maintain our retention rates. Members we obtain through aggressive promotions or other channels that do not involve meaningful contact between us and the member may be more likely to terminate their medical plan subscription. In the past we have experienced reduced retention rates during periods of rapid member growth, as our retention rate is generally lower during the first year of member enrollment. Members may choose to terminate their medical plan subscription for a variety of reasons, including increased subscription fees, perceived or actual lack of value, delays or other unsatisfactory experiences in claims administration, unsatisfactory member service, an economic downturn, loss of a pet, a more attractive offer from a competitor, changes in our medical plan or other reasons, including reasons that are outside of our control. When a member terminates his or her medical plan subscription, we no longer receive the related revenue and may not be able to recover the member acquisition cost or other expenses, including claims expenses, related to that member. Our cost of acquiring a new member is substantially greater than the cost involved in maintaining our relationship with an existing member. If we are not able to successfully retain existing members and limit medical plan subscription terminations, our revenue and operating margins will be adversely impacted and our business, operating results and financial condition would be harmed.

 

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The prices of our medical plan subscriptions are based on assumptions and estimates. If our actual experience differs from the assumptions and estimates used in pricing our medical plan subscriptions, our revenue and financial condition could be adversely affected.

The pricing of our medical plan subscriptions reflect expected claim payment patterns derived from assumptions that we make regarding a number of factors, including a pet’s species, breed, age, gender and pet location. Factors related to pet location include the current and assumed changes in the cost and availability of veterinary technology and treatments and local veterinary practice preferences. The prices of our medical plan subscriptions also include assumptions and estimates regarding our own operating costs and expenses. We monitor and manage our pricing and overall sales mix to achieve target returns. Profitability from new members emerges over a period of years depending on the nature and length of time a pet is enrolled in our medical plan, and is subject to variability as actual results may differ from pricing assumptions. If the subscription fees we collect are insufficient to cover actual claim costs, operating costs and expenses within anticipated pricing allowances, or if our member retention rates are not high enough to ensure recovery of member acquisition costs, then our gross profit could be adversely affected and our revenue may be insufficient to achieve profitability. Conversely, if our pricing assumptions differed from actual results such that we overpriced risks, our competitiveness and growth prospects could be adversely affected.

The anticipated benefits of our analytics platform may not be fully realized.

Our analytics platform draws upon our proprietary pet data to price our medical plan subscriptions. The assumptions we make about breeds and other factors in pricing medical plan subscriptions may prove to be inaccurate, and, accordingly, these pricing analytics may not accurately reflect the claims expense that we will ultimately incur. If our competitors developed similar data systems, adopted similar underwriting criteria and pricing models or received our data, our competitive advantage could decline or be lost.

Our actual claims expenses may exceed our current reserve established for claims and may adversely affect our operating results and financial condition.

As of March 31, 2014, our claims reserve was $5.0 million. Our recorded claims reserve is based on our best estimates of claims, both reported and incurred but not reported, after considering known facts and interpretations of circumstances. We consider internal factors, including data from our proprietary data analytics platform, experience with similar cases, actual claims paid, historical trends involving claim payment patterns, pending levels of unpaid claims, claims management programs and contractual terms. We also consider external factors, including changes in the law, court decisions, changes to regulatory requirements and economic conditions. Because reserves are estimates of the unpaid portion of claims that have occurred, including claims incurred but not reported, the establishment of appropriate reserves is an inherently uncertain and complex process that involves significant subjective judgment. Further, we do not purchase any reinsurance, the process by which an insurer transfers, or cedes, part of the risk the insurer has assumed to a reinsurance company, and, therefore, we maintain more risk than we would if we purchased reinsurance. The ultimate cost of claims may vary materially from recorded reserves, and such variance may result in adjustments to the claims reserve, which could have a material effect on our operating results.

We rely significantly on our Territory Partners, veterinarians and other third parties to recommend our medical plan to potential members.

We rely significantly on our Territory Partners and third parties to cultivate direct veterinary relationships and build awareness of the benefits that our medical plan offers veterinarians and their clients. In turn, we rely on veterinarians to introduce and refer our medical plan to their clients. We also rely significantly on other third parties, such as existing members, online and offline businesses, animal shelters, breeders and veterinary affiliates, including veterinarian purchasing groups, to help generate leads for our medical plan. Veterinary practices represent our largest member acquisition channel, accounting for approximately 80% of our

 

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enrollments in 2013 and in the first quarter of 2014, excluding existing members adding pets and referring their friends and family members. Many factors influence the success of our relationships with these referral sources, including:

 

   

the continued positive market presence, reputation and growth of our company and of the referral sources;

 

   

the effectiveness of referral sources;

 

   

the decision of such referral source to support one of our competitors;

 

   

the interest of the referral sources’ customers or clients in the medical plan we offer;

 

   

the relationship and level of trust between our Territory Partners and veterinarians, and between us and the referral source;

 

   

the percentage of the referral sources’ customers or clients that submit applications or use trial certificates to enroll in a medical plan through our website or contact center; and

 

   

our ability to work with the referral source to implement any changes in our marketing initiatives, including website changes, infrastructure and technology and other programs and initiatives necessary to generate positive consumer experiences.

In order for us to implement our business strategy and grow our revenue, we must effectively maintain and increase our relationships with our Territory Partners, veterinarians and other referral sources, and continue to scale and improve our processes and procedures that support them. Those processes and procedures could become increasingly complex and difficult to manage. We expend significant time and resources attracting qualified Territory Partners and providing them with complete and current information about our business. Their relationship with us may be terminated at any time, and we may not recoup the costs associated with educating them about our medical plan or be able to maintain any relationships they have developed with veterinarians within their territories. Further, if we experience an increase in the rate at which our Territory Partner relationships are terminated, we may not develop relationships with veterinarians as quickly as we have in the past. If the financial cost to maintain our relationships with our Territory Partners outweighs the benefits provided by our Territory Partners, or if they feel unsupported or undervalued by us and terminate their relationship with us, our growth and financial performance could be adversely affected.

The success of our relationships with veterinary practices depends on the overall value our medical plan can provide to veterinarians. If the scope of our medical plan coverage is perceived to be inadequate or our claims settlement process is unsatisfactory to the veterinarian’s clients because, for example, claims are denied or we fail to timely settle claims, veterinarians may be unwilling to recommend our medical plan to their clients and they may encourage their existing clients who have subscribed to our medical plan to stop subscribing to our medical plan or to purchase a competing product. If veterinarians determine our medical plan is unreliable, cumbersome or otherwise does not provide sufficient value, they may terminate their relationship with us or begin recommending a competing product, which could negatively impact our ability to increase our member base and grow our business.

If we fail to establish or are unable to maintain successful relationships with Territory Partners, veterinarians and other referral sources, or experience an increase in the rate at which any of these relationships are terminated, it would negatively impact our ability to increase and retain our member base and our financial results. If we are unable to maintain our existing member acquisition channels and continue to add new member acquisition channels, or if the cost of our existing sources increase or does not scale as we anticipate, our member levels and sales and marketing expenses may be adversely affected.

Our Territory Partners are independent contractors and, as such, may pose additional risks to our business.

Our Territory Partners are “independent contractors” for all purposes and, accordingly, we are not in a position to directly provide the same direction, motivation and oversight over our Territory Partners as we otherwise could if our Territory Partners were our own employees. Our Territory Partners may decide not to participate in our

 

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marketing initiatives, accept our introduction of new solutions or comply with our policies and procedures applicable to the Territory Partners, any of which may adversely affect our ability to develop relationships with veterinarians and grow our membership. Our sole recourse against Territory Partners who fail to perform is to terminate their contract, which could also trigger contractually obligated termination payments or result in disputes or threatened or actual legal proceedings.

We believe that our Territory Partners are not employees under existing interpretations of the applicable laws of the jurisdictions in which we operate. We do not pay or withhold any employment tax with respect to or on behalf of our Territory Partners or extend any benefits to them that we generally extend to our employees, and we otherwise treat our Territory Partners as independent contractors. Applicable authorities or the Territory Partners may challenge this classification. Further, the applicable laws or regulations, including tax laws or interpretations, may change. If it were determined that we had misclassified our Territory Partners, we may be subjected to penalties or be required to pay withholding taxes for, extend employee benefits to, provide compensation for unpaid overtime to, or otherwise incur substantially greater expenses with respect to, our Territory Partners. Any of the foregoing circumstances could have a material adverse impact on our operating results and financial condition.

Our member base has grown rapidly in recent periods, and we may not be able to maintain the same rate of membership growth.

Our ability to grow our business and to generate revenue depends significantly on attracting new members. For the year ended December 31, 2013 and the three months ended March 31, 2014, we generated 91.6% and 90.1%, respectively, of our revenue from medical plan subscriptions. In order to continue to increase our membership, we must continue to offer a medical plan that provides superior value to our members. Our ability to continue to grow our membership will also depend in part on the effectiveness of our sales and marketing programs. Our member base may not continue to grow or may decline as a result of increased competition or the maturation of our business.

We may not maintain our current rate of revenue growth.

Our revenue has increased quickly and substantially in recent periods. We believe that our continued revenue growth will depend on, among other factors, our ability to:

 

   

improve our market penetration through efficient and effective sales and marketing programs to attract new members;

 

   

maintain high retention rates;

 

   

increase the lifetime value per pet;

 

   

maintain positive relationships with veterinarians and other referral sources, and convince them to recommend our medical plan;

 

   

increase the number and efficiency of Territory Partners;

 

   

continue to offer a superior value medical plan with competitive features and rates;

 

   

accurately price our medical plan subscriptions in relation to actual membership claims costs and operating expenses;

 

   

provide our members with superior member service, including a timely and efficient claims experience, including by recruiting, integrating and retaining skilled and experienced claims personnel who can appropriately and efficiently adjudicate member claims;

 

   

recruit, integrate and retain skilled and experienced sales department professionals who can demonstrate our value proposition to new and existing members;

 

   

react to changes in technology and challenges in the industry, including from existing and new competitors;

 

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increase awareness of and positive associations with our brand; and

 

   

successfully respond to any regulatory matters and defend any litigation.

You should not rely on our historical rate of revenue growth as an indication of our future performance.

Our use of capital may be constrained by risk-based capital regulations.

Our subsidiary, American Pet Insurance Company (APIC), is subject to risk-based capital regulations that require us to maintain certain levels of surplus to support our overall business operations in consideration of our size and risk profile. As of December 31, 2013, we did not, and at future measurement dates we may not, maintain the amount of risk-based capital required to avoid additional regulatory oversight, which amount was $16.8 million as of December 31, 2013. To comply with these regulations, we may be required to maintain capital that we would otherwise invest in our growth and operations, which may require us to modify our operating plan or marketing initiatives, delay the implementation of new solutions or development of new technologies, decrease the rate at which we hire additional personnel and enter into relationships with Territory Partners, incur additional indebtedness or pursue equity or debt financings or otherwise modify our business operations, any of which could have a material adverse effect on our operating results and financial condition.

Unexpected increases in the severity or frequency of claims may prevent us from generating a profit.

Unexpected changes in the severity or frequency of claims may prevent us from generating a profit. Changes in claim severity are driven primarily by inflation in the cost of veterinary care and the increasing availability and usage of expensive technologically advanced medical treatments. Increases in claim severity also could arise from unexpected events that are inherently difficult to predict, such as a pandemic that spreads through the pet population, tainted pet food or supplies or an unusually high number of serious injuries. Our loss management initiatives may not successfully identify or mitigate any such future increases in claim severity. In addition, we may experience volatility in claim frequency from time to time, and short-term trends may not continue over the longer term. The frequency of claims may be affected by the level of care and attentiveness an owner provides to the pet, the pet’s breed and age and other factors outside of our control, as well as fluctuations in member retention rates and new member acquisition. A significant increase in claim severity or frequency could increase our cost of revenue and have a material adverse effect on our financial condition.

Our success depends on our ability to adjust claims quickly and accurately.

We must accurately evaluate and pay claims that are made under our medical plan very quickly and in a manner that gives our members high satisfaction. Many factors can affect our ability to pay claims accurately, quickly and in a manner that gives our members high satisfaction, including the training, experience and skill of our claims representatives, our ability to reduce claims for non-covered conditions, our ability to recognize and respond to fraudulent or inflated claims, the claims department’s culture and the effectiveness of its management, and our ability to develop or select and implement appropriate procedures, technologies and systems to support our claims functions. Our failure to pay claims fairly, accurately and in a timely manner, or to deploy claims resources appropriately, could result in unanticipated costs to us, lead to material litigation, undermine customer goodwill and our reputation, and impair our brand image and, as a result, materially and adversely affect our competitiveness, financial results, prospects and liquidity.

We are and will continue to be faced with many competitive challenges, any of which could adversely affect our prospects, operating results and financial condition.

The market for medical insurance for pets is highly competitive. We compete with pet owners that self-fund with cash or credit, as well as traditional pet insurance providers and new entrants to our market. The vast majority of pet owners in the United States and Canada do not currently have medical coverage for their pets. We are focused primarily on expanding the overall size of the market, and we view our primary competitive challenge as educating pet owners on why our medical plan is a better alternative to self-funding.

 

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Additionally, there are traditional insurance companies that provide pet insurance products, either as a stand-alone product or along with a broad range of other insurance products. The largest of these traditional pet insurance providers is Veterinary Pet Insurance Company, a division of Nationwide Insurance. In addition, new entrants backed by large insurance companies have attempted to enter the pet insurance market in the past and may do so again in the future. Further, traditional pet insurance providers may consolidate, resulting in the emergence of new providers that are vertically integrated or able to create other operational efficiencies, which could lead to increased competition.

Some of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, technical, marketing and other resources than we do. Some of our competitors may be able to undertake more extensive marketing initiatives for their brands and services, devote more resources to website and systems development and make more attractive offers to potential employees, referral sources and third-party service providers.

To compete effectively, we will need to continue to invest significant resources in sales and marketing and invest and improve the service at our contact center and the online experience and functionalities of our website. Failure to compete effectively against our current or future competitors could result in loss of current or potential members, medical plan subscription terminations or a reduction in member retention rates, which could adversely affect our pricing, lower our revenue and prevent us from achieving or maintaining profitability. We may not be able to compete effectively for members in the future against existing or new competitors, and the failure to do so could result in loss of existing or potential members, increased sales and marketing expenses or diminished brand strength, any of which could harm our business.

If we are not successful in cost-effectively converting visitors to our website and contact center into members, our business and operating results would be harmed.

Our growth depends in large part upon growth in our member base. We seek to convert consumers who visit our website and call our contact center into members. The rate at which consumers visiting our website and contact center seeking to enroll in our medical plan are converted into members is a significant factor in the growth of our member base. A number of factors have influenced, and could in the future influence, the conversion rates for any given period, some of which are outside of our control. These factors include:

 

   

the competitiveness of the medical plan we offer, including its perceived value, coverage, simplicity and fairness;

 

   

changes in consumer shopping behaviors due to circumstances outside of our control, such as economic conditions and consumers’ ability or willingness to pay for a pet medical plan;

 

   

the quality of and changes to the consumer experience on our website or with our contact center;

 

   

regulatory requirements, including those that make the experience on our website cumbersome or difficult to navigate or that hinder our call center’s ability to speak with potential members in a way that is conducive to converting leads or to enroll new members;

 

   

system failures or interruptions in the operation of our abilities to write policies or operate our website or contact center; and

 

   

changes in the mix of consumers who are referred to us through various member acquisition channels, such as veterinary referrals, existing members adding a pet and referring their friends and family members and other third-party referrals and online member acquisition channels.

Our ability to convert consumers into members can be impacted by a change in the mix of referrals received through our member acquisition channels. In addition, changes to our website or contact center, or other initiatives we undertake, may adversely impact our ability to convert consumers into members at our current rate, or at all. These changes may have the unintended consequence of adversely impacting our conversion rates. A decline in the

 

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percentage of members who enroll in our medical plan on our website or telephonically through our contact center also could result in increased member acquisition costs. To the extent the rate at which we convert consumers into members suffers, the growth rate of our member base may decline, which would harm our business, operating results and financial condition.

We have made and plan to continue to make substantial investments in features and functionality for our website and training and staffing for our contact center that are designed to drive traffic, increase member engagement and improve new and existing member service. These activities do not directly generate revenue, however, and we may never realize any benefit from these investments. If the expenses that we incur in connection with these activities do not result in sufficient growth in members to offset the cost, our business, operating results and financial condition will be adversely affected.

If we are unable to maintain and enhance our brand recognition and reputation, our business and operating results will be harmed.

We believe that maintaining and enhancing our brand recognition and reputation is critical to our relationships with existing members, Territory Partners, veterinarians and other referral sources, and to our ability to attract new members, new Territory Partners, additional supportive veterinarians and other referral sources. We also believe that the importance of our brand recognition and reputation will continue to increase as competition in our market continues to develop and mature. Our success in this area will depend on a wide range of factors, some of which are out of our control, including the following:

 

   

the efficacy of our sales and marketing programs;

 

   

the perceived value of our medical plan;

 

   

quality of service provided by our contact center and claims professionals, including the fairness, ease and timeliness of our claims administration process;

 

   

actions of our competitors, our Territory Partners, veterinarians and other third parties;

 

   

positive or negative publicity, including material on the Internet;

 

   

regulatory and other government-related developments; and

 

   

litigation-related developments.

The promotion of our brand may require us to make substantial investments, and we anticipate that, as our market becomes increasingly competitive, these branding initiatives may become increasingly difficult and expensive. Our brand promotion activities may not be successful or yield increased revenue, and to the extent that these activities result in increased revenue, the increased revenue may not offset the expenses we incur and our operating results could be harmed. If we do not successfully maintain and enhance our brand, our business may not grow and our relationships with veterinarians and other referral sources could be terminated, which would harm our business, operating results and financial condition.

Our business depends on our ability to maintain and scale the infrastructure necessary to operate our technology platform.

Our business depends on our ability to maintain and scale the infrastructure necessary to operate our technology platform, which includes our analytics and pricing engine, pet organizer, customer relationship management system, contact center phone system and website. We use these technology frameworks to price our medical plan subscriptions, enroll members, engage with current members and administer claims under our medical plan. Additionally, our members review and purchase subscriptions to our medical plan and submit claims through our website and contact center. Our reputation and ability to acquire, retain and serve our members depends on the reliable performance of our technology platform and the underlying network systems and infrastructure, and on

 

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providing best-in-class member service through our contact center and website. As our member base continues to grow, the amount of information collected and stored on the systems and infrastructure supporting our technology platform will continue to grow, and we will need an increasing amount of network capacity, computing power and information technology personnel to develop and maintain our technology platform and service our contact center.

We have made, and expect to continue to make, substantial investments in equipment and related network infrastructure to handle the operational demands on our technology platform, including increasing data collection, software development, traffic on our website and the volume of calls at our contact center. The operation of the systems and infrastructure supporting our technology platform is expensive and complex and could experience operational failures. In the event that our data collection, member base or amount of traffic on these systems grows more quickly than anticipated, we may be required to incur significant additional costs to increase the capacity in our systems. Any system failure that causes an interruption in or decreases the responsiveness of our services could impair our revenue-generating capabilities, harm our business and operating results and damage our reputation. In addition, any loss or mishandling of data could result in breach of confidence, competitive disadvantage or loss of members, and subject us to potential liability. Any failure of the systems and infrastructure that we rely on could negatively impact our enrollment as well as our relationship with members. If we do not maintain or expand the systems and infrastructure underlying our technology platform successfully, or if we experience operational failures, our reputation could be harmed and we could lose current and potential members, which could harm our operating results and financial condition.

We have made, and expect to continue to make, significant investments in new solutions and enhancements to our technology platform. These new solutions and enhancements may not be successful, and we may not recognize the expected benefits.

We have a team of product and engineering professionals dedicated in part to enhancing our technology platform and developing new solutions. We have made, and expect to continue to make, significant investments in these new solutions and enhancements. For example, we are currently making significant investments to develop Trupanion Express, which is designed to facilitate the direct payment of claims to veterinary practices. Similarly, we are in the process of redesigning our website, which has required, and based on our forecasted expenditures will continue to require, a significant amount of time and expense. These development activities may not be successful, and we may incur delays or cost overruns or elect to curtail our currently planned expenditures related to them. Further, if or when these new solutions or enhancements are introduced, they may not be well received by veterinarians or by new or existing members, particularly if they are costly, cumbersome or unreliable. If new solutions and enhancements are not successful, we may not recognize the expect benefits of these investments, and our business and financial condition could be adversely affected.

If we fail to effectively manage our growth, our business, operating results and financial condition may suffer.

We have recently experienced, and expect to continue to experience, significant growth, which has placed, and may continue to place, significant demands on our management and our operational and financial systems and infrastructure. We expect that our growth strategy will require us to commit substantial financial, operational and technical resources. It may also result in increased costs, including unexpected increases in our underlying costs (such as member acquisition costs or the frequency or severity of claims costs) generated by our new business, which could prevent us from becoming profitable and could impair our ability to compete effectively for pet medical plan business. Additionally, we have in the past, and may in the future, experience increases in medical plan subscription terminations as our membership grows, which negatively affects our retention rate. If we do not effectively manage this growth, our financial condition could be harmed and the quality of our services could suffer.

In order to successfully expand our business, we need to hire, integrate and retain highly skilled and motivated employees. We also need to continue to improve our existing systems for operational and financial management, including our reporting systems, procedures and controls. These improvements could require significant capital

 

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expenditures and place increasing demands on our management. We may not be successful in managing or expanding our operations or in maintaining adequate financial and operating systems and controls. If we do not successfully implement improvements in these areas, our business, operating results and financial condition will be harmed.

Our operating results may vary, which could cause the trading price of our stock to fluctuate or decline, make period-to-period comparisons less meaningful, and make our future results difficult to predict.

We may experience fluctuations in our revenue, expenses and operating results in future periods. Our operating results may fluctuate in the future as a result of a number of factors, many of which are beyond our control. These fluctuations may lead analysts to change their long-term models for valuing our common stock, cause us to face short-term liquidity issues, impact our ability to retain or attract key personnel or cause other unanticipated issues, all of which could result in declines in our stock price. Moreover, these fluctuations may make comparing our operating results on a period-to-period basis less meaningful and make our future results difficult to predict. You should not rely on our past results as an indication of our future performance. In addition, if revenue levels do not meet our expectations, our operating results and ability to execute on our business plan are likely to be harmed. In addition to the other factors listed in this “Risk Factors” section, factors that could affect our operating results include the following:

 

   

our ability to retain our current members and grow our member base;

 

   

the effectiveness of our sales and marketing programs;

 

   

our ability to improve veterinarians’ and other third-parties’ willingness to provide referrals for our medical plan;

 

   

the timing, volume and severity of our claims and the adequacy of our claims reserve;

 

   

the level of demand for and the price of our medical plan subscriptions or those of our competitors;

 

   

the perceived value of our medical plan to veterinarians and pet owners;

 

   

spending decisions by our members and prospective members;

 

   

our costs and expenses, including pet acquisition costs and claims expenses;

 

   

the level of operating expense we elect to incur related to sales and marketing and technology and development initiatives that are discretionary in nature;

 

   

our ability to expand the number and efficiency of our Territory Partners;

 

   

our ability to effectively manage our growth;

 

   

the effects of increased competition in our business;

 

   

our ability to keep pace with changes in technology and our competitors;

 

   

the impact of any security incidents or service interruptions;

 

   

costs associated with defending any regulatory action or litigation or with enforcing our intellectual property, contractual or other rights;

 

   

the impact of economic conditions on our revenue and expenses;

 

   

fluctuations in foreign currency exchange rates; and

 

   

changes in government regulation affecting our business.

Seasonal or periodic variations in the behavior of our members also may cause fluctuations in our financial results. Enrollment in our medical plan tends to be discretionary in nature and may be sporadic, reflecting overall economic conditions, budgeting constraints, pet-buying patterns and a variety of other factors, many of which are outside our control. For example, we expect to experience some effects of seasonal trends in member behavior in the fourth quarter and in the beginning of the first quarter of each year in connection with the traditional holiday

 

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season. While we believe seasonal trends have affected and will continue to affect our quarterly results, our growth may have overshadowed these effects to date. We believe that our business will continue to be subject to seasonality in the future, which may result in fluctuations in our financial results.

Due to these and other factors, our financial results for any quarterly or annual period may not meet our expectations or the expectations of investors or analysts that follow our stock and may not be meaningful indications of our future performance.

Our vertical integration may result in higher costs.

We manage all aspects of our business, including writing our medical plan, implementing our own national independent referral network, pricing our medical plan subscriptions with our in-house actuarial team, administering claims made with respect to our medical plan, operating our own contact center and owning our own brand. While we believe this vertically integrated approach reduces frictional costs and enhances member experiences, third-party providers may, now or in the future, be able to replicate this model on a more efficient and effective basis. If our in-house services are or become less efficient or less effective than the same services provided by a third party, we will not realize the related cost savings and may be unable to provide a superior membership experience, which may have an adverse effect on our operating results.

The forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the market for medical coverage for cats and dogs in North America achieves the forecasted growth, our business may not grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates, which may not prove to be accurate. Although we believe that the North American market for pet medical coverage will grow over time if consumers are offered a high-value product, the market for medical coverage for cats and dogs in North America has been historically growing slowly or stagnant and may not be capable of growing further. Even if this market experiences significant growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

We depend on key personnel to operate our business and, if we are unable to retain, attract and integrate qualified personnel, our ability to develop and successfully grow our business could be harmed.

Our success depends to a significant extent on the continued services of our current management team, including Darryl Rawlings, our founder and Chief Executive Officer. The loss of Mr. Rawlings or several other key executives or employees within a short timeframe could have a material adverse effect on our business. We employ all of our executive officers and key employees on an at-will basis, and their employment can be terminated by us or them at any time, for any reason and without notice, subject, in certain cases, to severance payment rights. In order to retain valuable employees, in addition to salary and cash incentives, we provide stock options that vest over time. The value to employees of stock options that vest over time will be significantly affected by movements in our stock price that are beyond our control and may at any time be insufficient to maintain their retention benefit or counteract offers from other companies. Additionally, if we were to lose a large percentage of our current employees in a relatively short time period, or our employees were to engage in a work stoppage or unionize, we may be unable to hire and train new employees quickly enough to prevent disruptions in our operations, which may result in the loss of members, Territory Partners or referral sources.

Our success also depends on our ability to attract, retain and motivate additional skilled management personnel. We plan to continue to expand our work force, which we believe will enhance our business and operating results. We believe that there is significant competition for qualified personnel with the skills and knowledge that we require. Many of the other companies with which we compete for qualified personnel have greater financial and

 

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other resources than we do. They also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. If we are unable to attract and retain the necessary qualified personnel to accomplish our business objectives, we may experience constraints that will significantly impede the achievement of our business objectives and our ability to pursue our business strategy. New hires require significant training and, in most cases, take significant time before they achieve full productivity. New employees may not become as productive as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals. If our recruiting, training and retention efforts are not successful or do not generate a corresponding increase in revenue, our business will be harmed.

If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork and focus that contribute crucially to our business.

Our culture is fundamental to our success and defines who we are and how we operate our business. We were founded on a deep appreciation of the special relationship between pet owners, their beloved pets and their trusted veterinarians. We have invested substantial time, energy and resources in developing a culture that fosters teamwork, innovation, creativity and a focus on providing value for our members as well as for Territory Partners and veterinarians. As we continue to develop the infrastructure of a public company and continue to grow, we may find it difficult to maintain these valuable aspects of our corporate culture. Any failure to preserve our culture could negatively impact our future success, including our ability to attract and retain personnel, encourage innovation and teamwork and effectively focus on and pursue our corporate objectives.

Our business and financial condition is subject to risks related to our writing of policies for an unaffiliated managing general agent.

In November 2012, we began writing one-year pet insurance policies for an unaffiliated managing general agent. These policies provide different coverage and are subject to materially different terms and conditions than the Trupanion medical plan. Further, the unaffiliated managing general agent administers these policies and markets them to consumers. For the year ended December 31, 2013 and the three months ended March 31, 2014, premiums from these policies accounted for 8.4% and 9.7%, respectively, of our total revenue. This relationship can be terminated by either party and, if terminated, would result in a reduction in our revenue to the extent we cannot enter into another relationship and generate equivalent revenues with a different managing general agent. In addition, the managing general agent controls a trust account it maintains on our behalf. If the managing general agent makes operating decisions that adversely affect its business or brand, our business or brand could also be adversely affected.

We have limited experience in writing policies for unaffiliated managing general agents, and this business may not grow at the same rate as our core business and may decline. As a result of this new line of business, we may be subject to additional regulatory requirements and scrutiny, which may have an adverse effect on our operations.

In Canada, our medical plan is written by Omega General Insurance Company (Omega). If it were to terminate its underwriting arrangement with us, our business could be adversely affected.

In Canada, our medical plan is written by Omega, and we assume 100% of all premiums written by Omega and the related claims through a fronting and reinsurance agreement. This agreement may be terminated by either party with 180 days written notice until it terminates pursuant to its terms on December 31, 2014, at which time it will automatically renew for successive one-year periods and be terminable by either party with 90 days’ written notice. If Omega were to terminate our agreement or be unable to write insurance for regulatory or other reasons, we may have to terminate subscriptions with our existing members or suspend member enrollment and renewals in Canada until we entered into a relationship with another third party to write our medical plan, which may take a significant amount of time and require significant expense. We may not be able to enter into a new relationship, and any new relationship may be on less favorable terms. Any delay in entry into a new relationship or suspension of member enrollment and renewals could have a material adverse effect on our operating results and financial condition.

 

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We are exploring opportunities to expand our operations globally, and we may therefore become subject to a number of risks associated with international expansion and operations.

As part of our growth plan, we intend to expand our operations globally. We have no history of marketing, selling, administrating and supporting our medical plan to consumers outside of the United States, Canada and Puerto Rico. International sales and operations are subject to a number of risks, including the following:

 

   

regulatory rules and practices, foreign exchange controls, tariffs, tax laws and treaties that are different than those we operate under in the United States, Canada and Puerto Rico and that carry a greater risk of unexpected changes;

 

   

the costs and resources required to modify our technology and sell our medical plan in non-English speaking countries;

 

   

the costs and resources required to modify our medical plan appropriately to suit the needs and expectations of residents and veterinarians in such foreign countries;

 

   

our data analytics platform may have limited applicability in foreign countries, which may impact our ability to develop adequate underwriting criteria and accurately price subscriptions to our medical plan in such countries;

 

   

increased expenses incurred in establishing and maintaining office space and equipment for our international operations;

 

   

technological incompatibility;

 

   

fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business;

 

   

difficulties in attracting and retaining personnel with experience in international operations;

 

   

difficulties in modifying our business model in a manner suitable for any particular foreign country, including any modifications to our Territory Partner model to the extent we determine that our existing model is not suitable for use in foreign countries;

 

   

our lack of experience in marketing to consumers and veterinarians, and encouraging online marketing, in foreign countries;

 

   

our relative lack of industry connections in many foreign countries;

 

   

difficulties in managing operations due to language barriers, distance and time zone differences, staffing, cultural differences and business infrastructure constraints, including difficulty in obtaining foreign and domestic visas;

 

   

application of foreign laws and regulations to us, including more stringent or materially different insurance, employment, consumer and data protection laws;

 

   

the uncertainty of protection for intellectual property rights in some countries;

 

   

greater risk of a failure of foreign employees to comply with applicable U.S. and foreign laws, including antitrust regulations, the U.S. Foreign Corrupt Practices Act and any trade regulations ensuring fair trade practices; and

 

   

general economic and political conditions in these foreign markets.

These factors and other factors could harm our ability to gain future international revenue and, consequently, materially impact our business and operating results. The expansion of our existing international operations and entry into additional international markets will require significant management attention and financial resources, detracting from management attention and financial resources otherwise available to our existing business. Our failure to successfully manage our international operations and the associated risks effectively could limit the future growth of our business and could have an adverse effect on our operating results and financial condition.

 

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If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected.

In connection with the preparation of our 2010, 2011 and 2012 financial statements, our independent registered public accounting firm identified a material weakness in internal control over financial reporting with respect to the design and operation of internal control over accounting for income and other taxes, such as goods and services tax and harmonized sales tax, and with respect to the design and operation of internal control over accounting for complex equity matters, such as preferred stock issuances and share repurchase arrangements. Under standards established by the Public Company Accounting Oversight Board, a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. While we believe that we have remediated the material weakness identified by our independent registered public accounting firm, we cannot assure you that there will not be additional material weaknesses or significant deficiencies that our independent registered public accounting firm or we will identify. If we identify such issues or if we are unable to produce accurate and timely financial statements, our stock price may be adversely affected and we may be unable to maintain compliance with the New York Stock Exchange listing requirements.

In addition, as a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) requires that we evaluate and determine the effectiveness of our internal control over financial reporting and, beginning with our annual report for the fiscal year ending December 31, 2015, provide a management report on the internal control over financial reporting, which must be attested to by our independent registered public accounting firm to the extent we decide not to avail ourselves of the exemption provided to an emerging growth company, as defined by The Jumpstart Our Business Startups Act of 2012 (JOBS Act). We are in the process of designing and implementing internal control over financial reporting required to comply with this obligation, which process has been and will continue to be time consuming, costly and complicated.

We may not detect errors on a timely basis and our financial statements may be materially misstated. If we identify future material weaknesses in our internal control over financial reporting, are unable to comply with the requirements of Section 404 in a timely manner, are unable to assert that our internal control over financial reporting is effective or our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected. We could also become subject to investigations by the stock exchange on which our securities are listed, the Securities and Exchange Commission (SEC) or other regulatory authorities, which could require additional financial and management resources.

If our security measures are breached and unauthorized access is obtained to our data, including our members’ data, we may lose our competitive advantage and our systems may be perceived as not being secure.

Our data repository contains proprietary information that we believe gives us a competitive advantage, including claims data and other data with respect to members, Territory Partners, veterinarians and other third parties. Security breaches could expose us to a risk of loss of our data or disclosure of this data, either publicly or to a third party who could use the information to gain a competitive advantage. In the event of a loss of our systems or data, we could experience increased costs or delays, which in turn may harm our financial condition, damage our brand and result in the loss of members. Such a disclosure also could lead to litigation and possible liability.

We store and transmit our members’ confidential information, including credit card and bank account numbers, pet medical records and other private information. Security breaches could expose us to a risk of loss of this

 

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information, litigation and possible liability. Our payment services may be susceptible to credit card and other payment fraud schemes, including unauthorized use of credit cards, debit cards or bank account information, identity theft or merchant fraud.

If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to our data, including data of our members, our reputation may be damaged, our business may suffer and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our security occurs, the public perception of the effectiveness of our security measures could be harmed, and we could lose members and our medical plan subscriptions may be terminated, which could adversely affect our business.

Any legal liability, regulatory penalties or negative publicity for the information on our website or that we otherwise distribute or provide, directly or through our Territory Partners or other referral sources, could harm our business, operating results and financial condition.

We provide information on our website, through our contact center and in other ways regarding pet health, the pet insurance industry in general and our medical plan, including information relating to subscription fees, coverage, benefits, exclusions, limitations, availability and medical plan comparisons. A significant amount of both automated and manual effort is required to maintain the medical plan information on our website. Separately, from time to time, we use the information provided on our website and otherwise collected by us to publish reports designed to educate consumers. For example, we produce a significant amount of marketing materials regarding our medical plan. If the information we provide on our website, through our contact centers or otherwise is not accurate or is construed as misleading, or if we improperly assist individuals in purchasing subscriptions to our medical plan, our members, competitors or others could attempt to hold us liable for damages, our relationships with veterinarians and other referral sources could be terminated and regulators could attempt to subject us to penalties, revoke our licenses to transact our business in a particular jurisdiction or compromise the status of our licenses to transact our business in other jurisdictions, which could result in our loss of revenue. In the ordinary course of operating our business, we may receive complaints that the information we provided was not accurate or was misleading. These types of claims could be time-consuming and expensive to defend, could divert our management’s attention and other resources and could cause a loss of confidence in our business. As a result, whether or not we are able to successfully resolve these claims, they could harm our business, operating results and financial condition.

We are subject to a number of risks related to accepting automatic fund transfers and credit card and debit card payments.

We accept payments of subscription fees from our members through automatic fund transfers and credit and debit card transactions. For credit and debit card payments, we pay interchange and other fees, which may increase over time. An increase in the number of members who utilize credit and debit cards to pay their subscription fees or related credit and debit card fees would reduce our margins and could require us to increase the subscription fees for our medical plan, which could cause us to lose members and revenue, or suffer an increase in our operating expenses, either of which could adversely affect our operating results.

If we, any of our processing vendors or banks have problems with our billing software, or if the billing software malfunctions, it could have an adverse effect on our member satisfaction and could cause one or more of the major credit card companies or banks to disallow our continued use of their payment products. In addition, if our billing software fails to work properly and, as a result, we do not automatically charge our members’ credit cards on a timely basis or at all, or a bank withdraws the incorrect amount or fails to timely transfer the correct amount to us, we could lose revenue and harm our member experience, which could adversely affect our business and operating results.

 

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We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, including the Payment Card Industry Data Security Standard (PCI DSS), a security standard applicable to companies that collect, store or transmit certain data regarding credit and debit cards, holders and transactions. In the past we may not have been, we currently are not and in the future we may not be, fully compliant with PCI DSS. Our failure to comply fully with the PCI DSS now or at any point in the future may violate payment card association operating rules, federal and state laws and regulations, and the terms of our contracts with payment processors and merchant banks. Such failure to comply fully also may subject us to fines, penalties, damages and civil liability, and may result in the loss of our ability to accept credit and debit card payments. In addition, there is no guarantee that PCI DSS compliance will prevent illegal or improper use of our payment systems or the theft, loss or misuse of data pertaining to credit and debit cards, credit and debit card holders and credit and debit card transactions.

If we fail to adequately control fraudulent credit card transactions, we may face civil liability, diminished public perception of our security measures and significantly higher credit card-related costs, each of which could adversely affect our business, operating results and financial condition.

If we are unable to maintain our chargeback rate at acceptable levels, our credit card fees for chargeback transactions, or our fees for many or all categories of credit and debit card transactions, credit card companies and debit card issuers may increase our fees or terminate their relationship with us. Any increases in our credit card and debit card fees could adversely affect our operating results, particularly if we elect not to raise our subscription fees to offset the increase. The termination of our ability to process payments on any major credit or debit card would significantly impair our ability to operate our business.

Failure to adequately protect our intellectual property could substantially harm our business and operating results.

We rely on a combination of intellectual property rights, including trade secrets, copyrights, trademarks and domain names, as well as contractual restrictions, to establish and protect our intellectual property. As of March 31, 2014, we had two pending patent applications in the United States, one pending international patent filed under the Patent Cooperation Treaty, one pending patent application in Europe and no issued patents. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy our digital content, pricing analytics, technology, software, branding and functionality, or obtain and use information that we consider proprietary. Moreover, policing our proprietary rights is difficult and may not always be effective. As we continue to expand internationally, we may need to enforce our rights under the laws of countries that do not protect proprietary rights to as great an extent as do the laws of the United States, which may be expensive and divert management’s attention away from other operations.

Our digital content is not protected by any registered copyrights or other registered intellectual property. Rather, our digital content is protected by statutory and common law rights, user agreements that limit access to and use of our data and by technological measures. Compliance with use restrictions is difficult to monitor, and our proprietary rights in our digital content databases may be more difficult to enforce than other forms of intellectual property rights.

As of March 31, 2014, we had five registered trademarks in the United States, including “Trupanion,” and three additional trademark applications. We have three pending trademark applications in Canada. Many of our unregistered trademarks, however, contain words or terms having a common usage and, as a result, may not be protectable under applicable law. Trademark protection may also not be available, or sought by us, in every country in which our medical plan may become available. Competitors may adopt names similar to ours, or purchase our trademarks and confusingly similar terms as keywords in Internet search engine advertising programs, thereby impeding our ability to build brand identity and possibly confusing members. Moreover, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate marks similar to our trademarks. We may take action, including initiating litigation, to protect our intellectual property rights and the integrity of our brand, and these efforts may prove costly, ineffective and increase the likelihood of counterclaims against us.

 

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We currently hold the “Trupanion.com” Internet domain name and numerous other related domain names. Domain names generally are regulated by Internet regulatory bodies. If we lose the ability to use a domain name in the United States, Canada or any other country, we may be forced to acquire domain names at significant cost or, in the alternative, be forced to incur significant additional expenses to market our medical plan, including the development of a new brand and the creation of new promotional materials, which could substantially harm our business and operating results. The regulation of domain names in the United States, Canada and in other foreign countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain the domain names that utilize the “Trupanion” name in all of the countries in which we currently intend to conduct business.

We control access to our proprietary technology, software and documentation by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties, such as service providers, vendors, individuals and entities that may be exploring a business relationship with us. These agreements may not prevent disclosure of trade secrets and other confidential information, and may not provide an adequate remedy in the event of misappropriation of trade secrets or any unauthorized disclosure of trade secrets and other confidential information. In addition, others may independently discover trade secrets and confidential information and, in such cases, we may not be able to assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our trade secret rights and related confidentiality and nondisclosure provisions, and failure to obtain or maintain trade secret protection, or our competitors being able to obtain our trade secrets or to independently develop technology similar to ours or competing technologies, could adversely affect our competitive business position.

Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights, to protect our domain names and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective, could result in substantial costs and diversion of resources and could substantially harm our operating results.

Assertions by third parties of infringement or other violation by us of their intellectual property rights could result in significant costs and substantially harm our business and operating results.

Third parties have in the past and may in the future claim that our services infringe or otherwise violate their intellectual property rights. We may be subject to legal proceedings and claims, including claims of alleged infringement by us of the intellectual property rights of third parties. Any dispute or litigation regarding intellectual property could be expensive and time consuming, regardless of the merits of any claim, and could divert our management and key personnel from our operations.

If we were to discover or be notified that our services potentially infringe or otherwise violate the intellectual property rights of others, we may need to obtain licenses from these parties in order to avoid infringement. We may not be able to obtain the necessary licenses on acceptable terms, or at all, and any such license may substantially restrict our use of the intellectual property. Moreover, if we are sued for infringement and lose the lawsuit, we could be required to pay substantial damages or be enjoined from offering the infringing services. Any of the foregoing could cause us to incur significant costs and prevent us from selling subscriptions to our medical plan.

We rely on third parties to provide intellectual property and technology necessary for the operation of our business.

We utilize intellectual property and technology owned by third parties in developing and operating our technology platform and operating our business. From time to time, we may be required to renegotiate with these

 

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third parties or negotiate with other third parties to include or continue using their intellectual property or technology in our existing technology platform or business operations or in modifications or enhancements to our technology platform or business operations. We may not be able to obtain the necessary rights from these third parties on commercially reasonable terms, or at all, and the third-party intellectual property and technology we use or desire to use may not be appropriately supported, maintained or enhanced by the third parties. If we are unable to obtain the rights necessary to use or continue to use third-party intellectual property and technology in our operations, or if those third parties are unable to support, maintain and enhance their intellectual property and technology, we could experience increased costs or delays, which in turn may harm our financial condition, damage our brand and result in the loss of members.

Our technology platform and our data are also hosted by a third-party service provider. The terms under which such third-party service provider provides us services may change and we may be required to renegotiate with that third party. If we are unable to renegotiate satisfactory terms, we may not be able to transition to an alternative service provider without interrupting the availability of our technology platform and any interruption could materially and adversely affect our business. Additionally, if our third-party service provider experiences any disruptions, outages or catastrophes, or if it ceases to conduct business for any reason, we could experience an interruption in our business, which may in turn, damage our brand, result in a loss of members and harm our financial condition.

Changes in the economy may negatively impact our business, operating results and financial condition.

Our business may be affected by changes in the economic environment. Pet medical plans are a discretionary purchase, and members may reduce or eliminate their discretionary spending during an economic downturn, resulting in an increase in medical plan subscription terminations and a reduction in the number of new members. We may experience a material increase in medical plan subscription terminations or a material reduction in our member retention rate in the future, especially in the event of a prolonged recessionary period or a downturn in economic conditions. Conversely, consumers may have more income to pay for pet healthcare out-of-pocket and less desire to purchase a pet medical plan during a period of economic growth. In addition, media prices may increase during a period of economic growth, which could increase our sales and marketing expenses. As a result, our business, operating results and financial condition may be significantly affected by changes in the economic environment.

Covenants in the credit agreements governing our revolving line of credit and term loans may restrict our operations, and if we do not effectively manage our business to comply with these covenants, our financial condition could be adversely affected.

The credit agreements governing our revolving line of credit and term loans contain various restrictive covenants, including restrictions on our ability to dispose of our assets, change the name, location, office or executive management of our business, merge with or acquire other entities, incur other indebtedness, incur encumbrances, pay dividends or make distributions to holders of our capital stock, make investments, engage in transactions with our affiliates, permit withdrawals from APIC (with certain exceptions) and conduct operations in certain of our Canadian subsidiaries. Our credit agreements also contain financial covenants, including those that require APIC to maintain certain capital and surplus, us to maintain certain minimum cash balances and us to achieve specified monthly revenue, claims ratios and EBITDA levels (each as defined in the credit agreements). Our ability to meet these restrictive covenants can be affected by events beyond our control, and we have been in the past, and may be in the future, unable to do so. In addition, our failure to maintain effective internal controls to measure compliance with our financial covenants could affect our ability to take corrective actions on a timely basis and could result in our being in breach of these covenants. Our credit agreements provide that our breach or failure to satisfy certain covenants constitutes an event of default. Upon the occurrence of an event of default, our lenders could elect to declare all amounts outstanding under one or more of our credit agreements to be immediately due and payable. If we are unable to repay those amounts, our financial condition could be adversely affected.

 

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Our indebtedness could adversely affect our business and limit our ability to expand our business or respond to changes, and we may be unable to generate sufficient cash flow to satisfy our debt service obligations.

As of March 31, 2014, we had outstanding indebtedness of $29.9 million, which was secured by substantially all of our assets. We may incur additional indebtedness in the future, including any additional borrowings available under our revolving line of credit. Any substantial indebtedness and the fact that a substantial portion of our cash flow from operating activities could be needed to make payments on this indebtedness could have adverse consequences, including the following:

 

   

reducing the availability of our cash flow for our operations, capital expenditures, future business opportunities and other purposes;

 

   

limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate, which could place us at a competitive disadvantage compared to our competitors that may have less debt;

 

   

limiting our ability to borrow additional funds; and

 

   

increasing our vulnerability to general adverse economic and industry conditions.

Our ability to borrow any funds needed to operate and expand our business will depend in part on our ability to generate cash. Our ability to generate cash is subject to the performance of our business, as well as general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may also need to borrow additional funds to support risk-based capital requirements related to APIC’s growth. If our business does not generate sufficient cash flow from operating activities or if future borrowings are not available to us, under our revolving credit facility or otherwise, in amounts sufficient to enable us to fund our liquidity needs, our operating results, financial condition and ability to expand our business and meet our risk-based capital requirements may be adversely affected. Moreover, our inability to make scheduled payments on our debt obligations in the future would require us to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures or seek additional equity.

The outcome of litigation or regulatory proceedings could subject us to significant monetary damages, restrict our ability to conduct our business, harm our reputation and otherwise negatively impact our business.

From time to time, we have been, and in the future may become, subject to litigation, claims and regulatory proceedings and inquiries, including market conduct exams by state insurance regulatory agencies. For example, we are currently addressing an inquiry from the California Department of Insurance alleging that our trial medical plan is being issued in violation of California law and an inquiry from the Washington State Office of Insurance Commissioner alleging that one of our subsidiaries and its employees are not properly licensed under Washington law.

We cannot predict the outcome of these or any future actions or proceedings, and the cost of defending such actions or proceedings could be material. Furthermore, defending such actions or proceedings could divert our management and key personnel from our business operations. If we are found liable in any action or proceeding, we may have to pay substantial damages or fines, or change the way we conduct our business, either of which may have a material adverse effect on our business, operating results, financial condition and prospects. There may also be negative publicity associated with litigation or regulatory proceedings that could harm our reputation or decrease acceptance of our services. These claims may be costly to defend and may result in assessment of damages, adverse tax consequences and harm to our reputation.

We do not believe the nature of any pending regulatory or legal proceeding will have a material adverse effect on our business, operating results and financial condition. Our assessment, however, may be incorrect, and is subject to change at any time based on the discovery of facts or circumstances that are not presently known to us. Therefore, it is possible that pending or future litigation may have a material adverse effect on our business, reputation, operating results and financial condition.

 

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Our revenue may be negatively affected if we are required to pay income tax, premium tax, transaction tax or other taxes in jurisdictions where we are currently not collecting and reporting tax.

We currently pay income tax, premium tax, transaction tax and other taxes in certain jurisdictions in which we do business. We are also currently in the process of voluntarily self-disclosing and paying goods and services tax and harmonized sales tax in Canada with respect to charges from our U.S. subsidiary to one of our Canadian subsidiaries, as well as income tax for APIC in certain states in the United States. A successful assertion by any jurisdictions that we should be paying income, premium, transaction or other taxes on our income or in connection with enrollment in our medical plan or intercompany services, or the enactment of new laws requiring the payment of income, premium, transfer or other taxes in connection with enrollment in our medical plan or intercompany services, could result in substantial tax liabilities. Our voluntary disclosure of tax obligations and any future assertions by any jurisdiction that we should be paying taxes may create increased administrative burdens or costs, requirement payment of substantial fines and penalties, discourage consumers from enrolling in our medical plan, reduce our operational efficiencies, decrease our ability to compete or otherwise substantially harm our business and operating results.

If consumer acceptance of the Internet as an acceptable marketplace for a pet medical plan does not continue to increase, our growth prospects will be harmed.

Our success depends in part on widespread consumer acceptance of the Internet as a marketplace for the purchase of a pet medical plan. Internet use may not continue to develop at historical rates, and consumers may not continue to use the Internet to research, select and purchase a pet medical plan. In addition, the Internet may not be accepted as a viable resource for a number of reasons, including lack of security of information or privacy protection, possible disruptions, computer viruses or other damage to Internet servers or to users’ computers, and excessive governmental regulation.

Our success will depend, in large part, on third parties maintaining the Internet infrastructure to provide a reliable network backbone with the speed, data capacity, security and hardware necessary for reliable Internet access and services.

We depend in part on Internet search engines to attract potential new members to visit our website. If Internet search engines’ methodologies are modified or our search result page rankings decline for other reasons, our new customer growth could decline, and our business and operating results could be harmed.

We derive a significant amount of traffic to our website from consumers who search for pet medical insurance through Internet search engines, such as Google, Bing and Yahoo!. A critical factor in attracting consumers searching for pet medical insurance on the Internet to our website is whether we are prominently displayed in response to an Internet search relating to pet insurance. Algorithmic search result listings are determined and displayed in accordance with a set of formulas or algorithms developed by the particular Internet search engine, which may change from time to time. If we are listed less prominently in, or removed altogether from, search result listings for any reason, the traffic to our websites would decline and we may not be able to replace this traffic, which in turn would harm our business, operating results and financial condition. If we decide to attempt to replace this traffic, we may be required to increase our sales and marketing expenditures, including by utilizing paid search advertising, which would also increase our pet acquisition costs and harm our business, operating results and financial condition.

We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.

We may decide to acquire businesses, products and technologies. Our ability to successfully make and integrate acquisitions is unproven. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they

 

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are consummated. Furthermore, even if we successfully acquire additional businesses or technologies, we may not be able to migrate the policyholders to our medical plan, integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business or technology. In addition, we may unknowingly inherit liabilities from future acquisitions that arise after the acquisition and are not adequately covered by indemnities. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. If an acquired business or technology fails to meet our expectations, our business, operating results and financial condition may suffer.

A downgrade in the financial strength rating of our insurance company may have an adverse effect on our competitive position, the marketability of our medical plan, and our liquidity, access to and cost of borrowing, operating results and financial condition.

Financial strength ratings are important factors in establishing the competitive position of insurance companies and generally have an effect on an insurance company’s business. On an ongoing basis, rating agencies review the financial performance and condition of APIC and could downgrade or change the outlook on its ratings due to, for example, a change in its statutory capital, a change in the rating agency’s determination of the amount of risk-based capital required to maintain a particular rating or a reduced confidence in management or its business strategy, as well as a number of other considerations that may or may not be under our control. As of May 2014, APIC was rated “A—Exceptional” by Demotech, Inc. The insurance financial strength rating of APIC is subject to quarterly review, and APIC may not retain the current rating. A downgrade in this or any future ratings could have a material effect on our sales, our competitiveness, the marketability of our medical plan, our liquidity, access to and cost of borrowing, operating results and financial condition.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2013, we had U.S. federal net operating loss carryforwards of approximately $24.4 million that will begin to expire in 2027. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. In general, an “ownership change” generally occurs if there is a cumulative change in our ownership by “5-percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. We may have experienced an ownership change in the past and may experience ownership changes in the future as a result of this offering or future transactions in our stock, some of which may be outside our control. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards, or other pre-change tax attributes, to offset U.S. federal and state taxable income and taxes may be subject to limitations.

Our business is subject to the risks of earthquakes, floods, fires and other natural catastrophic events and to interruption by man-made problems such as computer viruses or terrorism.

Our systems and operations are vulnerable to damage or interruption from earthquakes, human error, intentional bad acts, hurricanes, floods, fires, power losses, telecommunications failures, hardware and system failures, terrorist attacks, acts of war, break-ins or similar events. For example, our corporate headquarters and facilities are located in Seattle, Washington near known earthquake fault zones and are vulnerable to significant damage from earthquakes. In addition, acts of terrorism could cause disruptions in our business or the economy as a whole. Our servers and systems may also be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our computer systems, which could lead to interruptions, delays, loss of critical data or the unauthorized disclosure of confidential member data. We currently have limited disaster recovery capability, and our business interruption insurance may be insufficient to compensate us for losses that may occur. Such disruptions could negatively impact our ability to run our business, which could have an adverse effect on our operating results and financial condition.

 

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Risks Related to Compliance with Laws and Regulations

As of December 31, 2013, we did not, and at future measurement dates we may not, maintain the amount of risk-based capital required to avoid additional regulatory oversight, which may adversely affect our ability to generate a profit and our ability to compete in the pet insurance market.

Memberships in our U.S. medical plan are written by APIC. APIC is an insurance company domiciled in the state of New York and licensed by the New York Department of Financial Services (NY DFS). Regulators in the states in which we do business impose National Association of Insurance Commissioners approved risk-based capital requirements on APIC to ensure it maintains reasonably appropriate levels of surplus to support our operations and to protect members against adverse developments, taking into account the risk characteristics of our assets, liabilities and certain other items. Generally, the NY DFS will compare, on an annual basis as of December 31, an insurer’s total adjusted capital and surplus against what is referred to as an “Authorized Control Level” of risk-based capital that is calculated based on a formula designed to estimate an insurer’s capital adequacy. There generally are five outcomes possible from this comparison, depending on the insurer’s level of risk-based capital as compared to the applicable Authorized Control Level.

 

   

No Action Level: Insurer’s total adjusted capital is equal to or greater than 200% of the Authorized Control Level.

 

   

Company Action Level: Insurer’s total adjusted capital is less than 200% but greater than 150% of the Authorized Control Level. When at this level, an insurer must prepare and submit a financial plan to the NY DFS for review and approval. Generally, a risk-based capital plan would identify the conditions that contributed to the Company Action Level and include the insurer’s proposed plans for increasing its risk-based capital in order to satisfy the No Action Level. The failure to provide the NY DFS with a risk-based capital plan on a timely basis or the inability of the NY DFS and the insurer to mutually agree on an appropriate risk-based capital plan could trigger a Regulatory Action Level outcome, subject to the insurer’s right to a hearing on the issue.

 

   

Regulatory Action Level: Insurer’s total adjusted capital is less than 150% but greater than 100% of the Authorized Control Level. When at this level, an insurer generally must provide a risk-based capital plan to the NY DFS and be subject to examination or analysis by the NY DFS to the extent it deems necessary, including such corrective actions as the NY DFS may require.

 

   

Authorized Control Level: Insurer’s total adjusted capital is less than 100% but greater than 70% of the Authorized Control Level. At this level, the NY DFS generally could take remedial actions that it determines necessary to protect the insurer’s assets, including placing the insurer under regulatory control.

 

   

Mandatory Control Level: Insurer’s total adjusted capital is less than 70% of the Authorized Control Level. At this level, the NY DFS generally is required to take steps to place the insurer under regulatory control, even if the insurer is still solvent.

As of December 31, 2013, APIC was required to maintain (i) at least $16.8 million of risk-based capital to satisfy the No Action Level, (ii) between $12.6 million and $16.8 million of risk-based capital to satisfy the Company Action Level, (iii) between $8.4 million and $12.6 million of risk-based capital to satisfy the Regulatory Action Level and (iv) between $5.9 million and $8.4 million of risk-based capital to satisfy the Authorized Control Level. As of December 31, 2013, APIC maintained $16.3 million of risk-based capital, placing it within the Company Action Level and, as such, APIC is preparing a risk-based capital plan for submission to the NY DFS for its review and approval. If such plan is approved, we expect APIC will be deemed to have satisfied the No Action Level until the NY DFS conducts its next annual assessment. The NY DFS will not conduct its next annual assessment until December 31, 2014, however, as of May 31, 2014, APIC maintained $17.1 million of risk-based capital. The NY DFS may increase the required levels of risk-based capital in the future, and we anticipate that we will need to maintain greater amounts of risk-based capital if our pet enrollment continues to grow.

 

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Additionally, because our risk-based capital falls below the Company Action Level, the unaffiliated managing general agent that we write pet insurance policies for may have the ability to terminate its relationship with us and require us to reimburse it for its expenses in finding and transitioning to a new company to write its policies. If this were to occur, we would lose the revenue generated from that relationship and incur additional expenses, which could have a material adverse effect on our financial condition.

We may require additional capital to meet our risk-based capital requirements, pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances. If capital is not available to us at any time, our business, operating results and financial condition may be harmed.

We may require additional capital to meet our risk-based capital requirements, operate or expand our business or respond to unforeseen circumstances. Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. If we raise additional funds through the issuance of equity or convertible securities, the percentage ownership of holders of our common stock could be significantly diluted and these newly issued securities may have rights, preferences or privileges senior to those of holders of our common stock. Furthermore, volatility in the credit or equity markets may have an adverse effect on our ability to obtain debt or equity financing or the cost of such financing. Similarly, our access to funds may be impaired if regulatory authorities or rating agencies take negative actions against us. If a combination of these factors were to occur, our internal sources of liquidity may prove to be insufficient and, in such case, we may not be able to successfully obtain additional financing on favorable terms. If funds are unavailable to us on reasonable terms when we need them, we may be unable to meet our risk-based capital requirements, train and support our employees and Territory Partners, maintain the competitiveness of our technology, pursue business opportunities, service our existing debt, pay claims or acquire new members, any of which could have an adverse effect on our business, operating results and financial condition.

If we fail to comply with the numerous laws and regulations that are applicable to the sale of a pet medical plan, our business and operating results could be harmed.

The sale of a pet medical plan, which is considered a type of property and casualty insurance, is heavily regulated by each state in the United States and by Canadian provincial governments. In the United States, state insurance regulators are charged with protecting policyholders and have broad regulatory, supervisory and administrative powers over our business practices. Because we do business in all 50 states, the District of Columbia, all Canadian provinces and Puerto Rico, compliance with insurance-related laws, rules and regulations is difficult and imposes significant costs on our business. Each jurisdiction’s insurance department typically has the power, among other things, to:

 

   

grant and revoke licenses to transact insurance business;

 

   

conduct inquiries into the insurance-related activities and conduct of agents and agencies and others in the sales, marketing and promotional channels;

 

   

require and regulate disclosure in connection with the sale and solicitation of insurance policies;

 

   

authorize how, by which personnel and under what circumstances insurance premiums can be quoted and published and an insurance policy sold;

 

   

approve which entities can be paid commissions from carriers and the circumstances under which they may be paid;

 

   

regulate the content of insurance-related advertisements, including web pages, and other marketing practices;

 

   

approve policy forms, require specific benefits and benefit levels and regulate premium rates;

 

   

impose fines and other penalties; and

 

   

impose continuing education requirements.

 

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While the U.S. federal government does not directly regulate the insurance industry, federal legislation and administrative policies can also affect us. Congress and various federal agencies periodically discuss proposals that would provide for federal oversight of insurance companies. We cannot predict whether any such laws will be enacted or the effect that such laws would have on our business. We also do business in all ten provinces and three territories of Canada. The provincial and territorial insurance regulators have the power to regulate the market conduct of insurers and insurance intermediaries, and the licensing and supervision of insurance agents, brokers, and adjusters, along with enforcement rights, including the right to assess administrative monetary penalties in certain provinces.

Insurance companies are also regulated at the federal level in Canada, and the Insurance Companies Act prohibits foreign entities from insuring in Canada unless it is authorized by an Order made by the Superintendent of Financial Institutions (Canada) permitting it to do so.

Due to the complexity, periodic modification and differing interpretations of insurance laws and regulations, we have not always been, and we may not always be, in compliance with them. New insurance laws, regulations and guidelines also may not be compatible with the manner in which we market and sell subscriptions to our medical plan in all of our member acquisition channels, including over the Internet. Failure to comply with insurance laws, regulations and guidelines or other laws and regulations applicable to our business could result in significant liability, additional department of insurance licensing requirements, the revocation of licenses in a particular jurisdiction or our inability to sell subscriptions to our medical plan, which could significantly increase our operating expenses, result in the loss of our revenue and otherwise harm our business, operating results and financial condition. Additionally, if new or modified requirements of the NY DFS resulted in APIC’s noncompliance or other problematic regulatory circumstances, we may also consider redomiciling APIC in another state, which may be costly and result in interruptions in our business.

Moreover, an adverse regulatory action in one jurisdiction could result in penalties and adversely affect our license status or reputation in other jurisdictions due to the current requirement that adverse regulatory actions in one jurisdiction be reported to other jurisdictions. Even if the allegations in any regulatory or other action against us ultimately are determined to be unfounded, we could incur significant time and expense defending against the allegations, and any related negative publicity could harm consumer and third-party confidence in us, which could significantly damage our brand.

In addition, we have received, and may in the future receive, inquiries from regulators regarding our marketing and business practices. These inquires may include investigations regarding a number of our business practices, including the manner in which we market and sell subscriptions to our medical plan. Any modification of our marketing or business practices in response to regulatory inquiries could harm our business, operating results or financial condition.

A regulatory environment that limits rate increases may adversely affect our operating results and financial condition.

Many states, including New York, have adopted laws or are considering proposed legislation that, among other things, limit the ability of insurance companies to effect rate increases or to cancel, reduce or not renew insurance coverage with respect to existing policies, and many state regulators have the power to reduce, or to disallow increases in premium rates. Most states, including New York, require licensure and regulatory approval prior to marketing new insurance products. Our practice has been to regularly reevaluate the price of our medical plan subscriptions, with any pricing changes implemented annually, subject the review and approval of the state regulators, who may reduce or disallow our pricing changes. Such review may result in delayed implementation of any pricing changes or prevent us from making changes we believe are necessary to achieve our targeted claims payout ratio, which could adversely affect our operating results and financial condition. In addition, we may be prevented by regulators from limiting significant pricing changes, requiring us to raise rates more quickly than we otherwise might have desired.

 

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In addition to regulating rates, certain states have enacted laws that require a property-casualty insurer, which includes a pet insurance company, conducting business in that state to participate in assigned risk plans, reinsurance facilities, joint underwriting associations (JUAs), Fair Access to Insurance Requirements (FAIR) plans and wind pools. In these markets, if the state reinsurance facilities, wind pools, FAIR plans or JUAs recognize a financial deficit, they may in turn have the ability to assess participating insurers, adversely affecting our operating results and financial condition. Additionally, certain states require insurers to participate in guaranty funds for impaired or insolvent insurance companies. These funds periodically assess losses against all insurance companies doing business in the state. Our operating results and financial condition could be adversely affected by any of these factors.

Regulations that require individuals or entities that sell pet insurance to be licensed may be interpreted to apply to our business, which could require us to modify our business practices.

Insurance regulators generally require that each individual who transacts pet insurance business on our behalf must maintain a valid license in one or more jurisdictions. Canadian provincial and territorial insurance legislation requires that individuals that solicit the sale of pet insurance must be validly licensed in the applicable province or territory. If regulators determined that any of our contact center employees, Territory Partners, veterinarians or other referral sources were selling subscriptions to our medical plan on our behalf, and therefore needed to be licensed in a particular jurisdiction, we could become liable for significant penalties and would have to modify our business practices and sales and marketing programs, or license the affected individuals, which may be impractical or costly and time-consuming to implement. Any modification of our business or marketing practices in response to regulatory licensing requirements could harm our business, operating results or financial condition.

Most Canadian provincial and territorial insurance legislation requires entities that solicit the sale of pet insurance to be validly licensed in the applicable jurisdiction. If any such regulator were to determine that any entity soliciting the sale of a medical plan on our behalf did not hold the required license, we may have to modify our business practices or marketing efforts, or license the affected entities, which may be costly and time-consuming to implement.

We are subject to numerous laws and regulations, and compliance with one law or regulation may result in non-compliance with another.

We are subject to numerous laws and regulations that are administered and enforced by a number of different governmental authorities, each of which exercises a degree of interpretive latitude, including, in the United States, state insurance regulators, state securities administrators, state attorneys general and federal agencies including the SEC and the U.S. Department of Justice. Consequently, we are subject to the risk that compliance with any particular regulator’s or enforcement authority’s interpretation of a legal issue may not result in compliance with another’s interpretation of the same issue, particularly when compliance is judged in hindsight. In addition, there is risk that any particular regulator’s or enforcement authority’s interpretation of a legal issue may change over time to our detriment, or that changes in the overall legal environment may, even absent any particular regulator’s or enforcement authority’s interpretation of a legal issue changing, cause us to change our views regarding the actions we need to take from a legal risk management perspective, thus necessitating changes to our practices that may, in some cases, increase our costs and limit our ability to grow or to improve the profitability of our business. Furthermore, in some cases, these laws and regulations are designed to protect or benefit the interests of a specific constituency rather than a range of constituencies. For example, state insurance laws and regulations are generally intended to protect or benefit purchasers or users of insurance products, not holders of securities, which is generally the jurisdiction of the SEC. In many respects, these laws and regulations limit our ability to grow or to improve the profitability of our business.

 

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Regulation of the sale of pet insurance is subject to change, and future regulations could harm our business and operating results.

The laws and regulations governing the offer, sale and purchase of pet insurance are subject to change, and future changes may be adverse to our business. For example, if a jurisdiction were to increase or alter the requirements for obtaining or maintaining an agent’s license in connection with the enrollment of a member in our medical plan, it could have a material adverse effect on our operations. For example, some states in the United States have adopted, and others are expected to adopt, new laws and regulations related to the insurance industry. It is difficult to predict how these new laws and regulations will impact our business, but, in some cases, changes in insurance laws, regulations and guidelines may be incompatible with various aspects of our business and require that we make significant modifications to our existing technology or practices, which may be costly and time-consuming to implement and could also harm our business, operating results and financial condition.

Failure to comply with federal and state laws and regulations relating to privacy and security of personal information, and civil liabilities relating to breaches of privacy and security of personal information, could create liabilities for us, damage our reputation and harm our business.

A variety of U.S. and Canadian federal, state and provincial laws and regulations govern the collection, use, retention, sharing and security of personal information. We collect and utilize demographic, credit and other private information from and about our members when they visit our website, call our contact center and apply for enrollment in our medical plan. Further, we use tracking technologies, including “cookies,” to help us manage and track our members’ interactions and deliver relevant advice and advertising. Claims or allegations that we have violated applicable laws or regulations related to privacy and data security could in the future result in negative publicity and a loss of confidence in us by our members and our participating service providers, and may subject us to fines by credit card companies and the loss of our ability to accept credit and debit card payments. In addition, we have posted privacy policies and practices concerning the collection, use and disclosure of member data on our website. Several Internet companies have incurred penalties for failing to abide by the representations made in their privacy policies and practices. In addition, our use and retention of personal information could lead to civil liability exposure in the event of disclosure of such information due to hacking, viruses, inadvertent action or other use or disclosure. Several companies have been subject to civil actions, including class actions, relating to this exposure.

We have incurred, and will continue to incur, expenses to comply with privacy and security standards and protocols for personal information imposed by law, regulation, self-regulatory bodies, industry standards and contractual obligations. Such laws, standards and regulations, however, are evolving and subject to potentially differing interpretations, and federal, state and provincial legislative and regulatory bodies may expand current or enact new laws or regulations regarding privacy matters. We are unable to predict what additional legislation, standards or regulation in the area of privacy of personal information could be enacted or its effect on our operations and business.

Government regulation of the Internet and email could adversely affect our business.

The laws governing general commerce on the Internet remain unsettled and it may take years to fully determine whether and how existing laws such as those governing insurance, intellectual property, privacy and taxation apply to the Internet. In addition, the growth and development of the market for electronic commerce and Internet-related pet medical plan advertisements and transactions may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies conducting business and selling subscriptions to a pet medical plan over the Internet. Any new laws or regulations or new interpretations of existing laws or regulations relating to the Internet could harm our business and we could be forced to incur substantial costs in order to comply with them, which would harm our business, operating results and financial condition.

 

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Additionally, we use email to market our services to potential members and as a means of communicating with our existing members. The laws and regulations governing the use of email for marketing purposes continue to evolve and the growth and development of the market for commerce over the Internet may lead to the adoption of additional legislation. Canada’s new anti-spam legislation will be effective July 1, 2014, and requires the consent of the recipient, either express or implied, to the receipt of commercial electronic messages, subject to certain exceptions. If new laws or regulations are adopted, or existing laws and regulations are interpreted, to impose additional restrictions on our ability to send email to our members or potential members, we may not be able to communicate with them in a cost-effective manner. In addition to legal restrictions on the use of email, Internet service providers, email service providers and others attempt to block the transmission of unsolicited email, commonly known as “spam.” Many Internet and email service providers have relationships with organizations whose purpose it is to detect and notify the Internet and email service providers of entities that the organization believes is sending unsolicited email. If an Internet or email service provider identifies email from us as “spam” as a result of reports from these organizations or otherwise, we could be placed on a restricted list that will block our emails to members or potential members. If we are unable to communicate by email with our members and potential members as a result of legislation, blockage or otherwise, our business, operating results and financial condition would be harmed.

Applicable insurance laws regarding the change in control of our company may impede potential acquisitions that our stockholders might consider to be desirable.

We are subject to statutes and regulations of the state of New York that generally require that any person or entity desiring to acquire direct or indirect control of APIC obtain prior regulatory approval. These laws may discourage potential acquisition proposals and may delay, deter or prevent a change in control of our company, including through transactions, and in particular unsolicited transactions, that some of our stockholders might consider to be desirable. Similar regulations may also apply in other states in which we may operate.

We will incur significantly increased costs and devote substantial management time as a result of operating as a public company.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the JOBS Act, as well as rules and regulations subsequently implemented by the SEC and the stock exchange on which our common stock is listed, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an emerging growth company, as defined by the JOBS Act. Our management and other personnel also have limited experience operating a public company, which may result in operational inefficiencies or errors. We will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge, and may need to establish an internal audit function. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

We also expect that operating as a public company will make it more expensive for us to obtain director and officer liability insurance on the terms that we would like. As a public company, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

 

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We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an emerging growth company. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

For as long as we continue to be an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30, (ii) the end of the fiscal year in which we have total annual gross revenue of $1 billion or more during such fiscal year, (iii) the date on which we issue more than $1 billion in non-convertible debt in a three-year period or (iv) five years from the date of this prospectus.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

Risks Related to this Offering and Ownership of Our Common Stock

The market price of our common stock is likely to be volatile, and you may be unable to sell your shares at or above the offering price.

Prior to this offering, there has not been a public market for our common stock. It is possible that no active trading market for our common stock will develop following this offering. You may not be able to sell your shares of common stock quickly or at the market price if trading in our common stock is not active. The initial public offering price for our shares of common stock will be determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. In addition, the market price of our common stock may be subject to wide fluctuations. Factors affecting the market price of our common stock include:

 

   

variations in our operating results, earnings per share, cash flows from operating activities, and key financial and operational metrics, and how those results compare to analyst expectations;

 

   

forward-looking guidance to industry and financial analysts related to future revenue and earnings per share;

 

   

the net increases in the number of members, either independently or as compared with published expectations of industry, financial or other analysts that cover our company;

 

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changes in the estimates of our operating results or changes in recommendations by securities analysts that elect to follow our common stock;

 

   

announcements of changes to our medical plan, strategic alliances or significant agreements by us or by our competitors;

 

   

announcements by us or by our competitors of mergers or other strategic acquisitions, or rumors of such transactions involving us or our competitors;

 

   

recruitment or departure of key personnel;

 

   

the economy as a whole and market conditions in our industry;

 

   

trading activity by a limited number of stockholders who together beneficially own a majority of our outstanding common stock; and

 

   

any other factors discussed herein.

In addition, if the market for stock in our industry or the stock market in general experiences uneven investor confidence, the market price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The market price of our common stock might also decline in reaction to events that affect other companies within, or outside, our industry even if these events do not directly affect us. Some companies that have experienced volatility in the trading price of their stock have been the subject of securities class action litigation. If we are the subject of such litigation, it could result in substantial costs and a diversion of our management’s attention and resources.

We will have broad discretion in the use of the net proceeds to us from this offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds to us from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government that may not generate a high yield to our stockholders.

We do not intend to pay dividends on our common stock and, therefore, any returns will be limited to the value of our stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, our ability to pay cash dividends on our common stock is limited by the terms of our credit agreements, and APIC’s ability to pay dividends is limited by New York state insurance laws. Any return to stockholders will therefore be limited to the increase, if any, of our stock price.

Our directors and principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

As of March 31, 2014, our directors, five percent or greater stockholders and their respective affiliates beneficially held in the aggregate approximately 77% of our outstanding voting stock and, upon completion of this offering, that same group will hold in the aggregate approximately     % of our outstanding voting stock (assuming no exercise of the underwriters’ option to purchase additional shares). Therefore, after this offering these stockholders will continue to have the ability to influence us through this ownership position. These

 

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stockholders may be able to determine all matters requiring stockholder approval. For example, these stockholders may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you or other stockholders may feel are in your or their best interest as one of our stockholders.

If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

The initial public offering price is substantially higher than the net tangible book value per share of our common stock. Investors purchasing common stock in this offering will pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. As a result, investors purchasing common stock in this offering will incur immediate dilution of $             per share, assuming an initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus.

This dilution is due to the substantially lower price paid by our investors who purchased shares prior to this offering as compared to the price offered to the public in this offering, the exchange by holders of exchangeable shares of our subsidiary for shares of our common stock and the exercise of stock options granted to our employees and warrants granted to investors. As a result of the dilution to investors purchasing shares in this offering, investors may receive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation.

Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

Substantially all of our existing stockholders are subject to lock-up agreements with the underwriters of this offering that restrict the stockholders’ ability to transfer shares of our common stock for 180 days from the date of this prospectus. The lock-up agreements limit the number of shares of common stock that may be sold immediately following the public offering. Subject to certain limitations, approximately              shares will become eligible for sale upon expiration of the lock-up period. In addition, shares issued or issuable upon exercise of options or warrants vested as of the expiration of the lock-up period will be eligible for sale at that time. Sales of stock by these stockholders could have a material adverse effect on the trading price of our common stock.

Certain holders of shares of our common stock are entitled to rights with respect to the registration of their shares under the Securities Act of 1933, as amended (Securities Act), subject to the 180-day lock-up arrangement described above. Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares held by our affiliates as defined in Rule 144 under the Securities Act. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock.

Provisions in our restated certificate of incorporation and restated bylaws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the market price of our common stock.

Our restated certificate of incorporation and restated bylaws, as we expect they will be in effect upon completion of the offering, will contain provisions that could depress the market price of our common stock by acting to

 

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discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions, among other things:

 

   

establish a classified board of directors so that not all members of our board are elected at one time;

 

   

permit only the board of directors to establish the number of directors and fill vacancies on the board;

 

   

provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders;

 

   

require super-majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;

 

   

authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan (also known as a “poison pill”);

 

   

eliminate the ability of our stockholders to call special meetings of stockholders;

 

   

prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

 

   

prohibit cumulative voting; and

 

   

establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price for our stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable evaluations of our company or our stock, the price of our stock could decline. If one or more of these analysts cease coverage of our company, our stock may lose visibility in the market, which in turn could cause our stock price to decline.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan” and “expect,” and similar expressions that convey uncertainty of future events or outcomes, are intended to identify forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the Securities and Exchange Commission as exhibits to the registration statement, of which this prospectus is a part, with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

 

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MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our general expectations, market opportunity and market size, is based on information from various sources and on assumptions that are based on data and other similar sources, as well as on our knowledge of the market in which we operate. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Certain information provided in this prospectus is contained in independent industry publications. This information is identified by a footnote. The source of these independent industry publications is provided below:

 

  1. The Harris Poll, conducted by Harris Interactive, May 2012.

 

  2. Kelton Research LLC, The Milo’s Kitchen Pet Parent Survey, 2011.

 

  3. The American Pet Products Association, U.S. Pet Industry Spending Figures & Future Outlook Statistics, 2013.

 

  4. The American Pet Products Association, Health and Services Drive Pet Industry, 2007.

 

  5. The American Pet Products Association, National Pet Owners Survey, 2013-2014.

 

  6. Ipsos Reid on behalf of The Canadian Animal Health Institute, 2007-2010-2012 CAHI Estimate of the Canadian Dog and Cat Population Survey, 2012.

 

  7. The European Pet Food Industry Federation, Facts and Figures, 2012.

 

  8. Packaged Facts, a division of Market Research Group, LLC, “Pet Insurance in North America,” 5th Edition, October 2013.

 

  9. Munich RE, “How to Unlock the Potential of Pet Health Insurance?,” May 2013.

 

  10. DVM Newsmagazine, “Veterinary Practices Performing More Euthanasias Despite Increase in Stop Treatment Point,” October 2012.

 

  11. Brakke Consulting, Inc. on behalf of The Bayer Healthcare Animal Health, Bayer Veterinary Care Usage Study III: Feline Findings, 2012.

 

  12. DVM Newsmagazine, “State of the Profession: Veterinary Practices Still Facing Financial Challenges,” October 2012.

 

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USE OF PROCEEDS

We estimate that the net proceeds from our sale of             shares of common stock in this offering at an assumed initial public offering price of $         per share, the midpoint of the range reflected on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses, will be approximately $         million, or $         million if the underwriters’ option to purchase additional shares is exercised in full. A $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) the net proceeds to us from this offering by $         million, assuming the number of shares offered remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

The principal purposes of this offering are to increase our financial flexibility, create a public market for our stock, obtain additional capital and increase our visibility in the marketplace. As of the date of this prospectus, we cannot specify with certainty all of the particular uses of the net proceeds of this offering to us. We currently intend to use a portion of the net proceeds we receive from this offering to repay $         million of our outstanding indebtedness, which we incurred for working capital purposes. As of March 31, 2014, we had $12.0 million outstanding under our term loan with PEPI Capital, L.P. and entities associated with Highland Consumer Fund, which bears interest at a fixed rate of 11% per annum and matures in December 2016 or upon the completion of this offering, whichever occurs first, and $3.0 million outstanding under our term loan with Square 1 Bank, which bears interest at a variable rate of the greater of 5.5% or the prime rate plus 2.0% and matures in September 2016. For additional information about our outstanding indebtedness, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Long-Term Debt.”

We expect to use the balance of the net proceeds to us for working capital and other general corporate purposes, which may include sales and marketing activities, general and administrative matters and capital expenditures. We also may use a portion of the net proceeds to satisfy our risk-based capital requirements or for the acquisition of, or investment in, technologies, assets or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments. We will have broad discretion over the uses of the net proceeds of this offering to us. Pending these uses, we intend to invest the net proceeds in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. Under our credit agreements, we are restricted from paying any dividends or making any distributions on account of our capital stock. Additionally, the ability of our subsidiary, American Pet Insurance Company, to pay dividends is limited by New York state insurance laws. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate declaring or paying any cash dividends on our common stock for the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2014 on:

 

   

an actual basis;

 

   

a pro forma basis, giving effect to (i) the conversion of all outstanding shares of our convertible preferred stock as of March 31, 2014 and 86,956 shares of our Series A convertible preferred stock issued upon the exercise of a warrant in April 2014 into an aggregate of 14,944,945 shares of common stock, (ii) the conversion of warrants to purchase 35,672 shares of our preferred stock into warrants to purchase an equivalent number of shares of our common stock, (iii) the issuance of 2,247,130 shares of our common stock upon the exchange of all of the outstanding exchangeable shares of our subsidiary Trupanion Canadian Shareholders, Ltd. and (iv) the effectiveness of our restated certificate of incorporation; and

 

   

a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments and the sale of             shares of common stock in this offering, based on an assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses, (ii) the adjustment in the number of shares of common stock issuable upon the exercise of warrants to purchase common stock from 748,439 shares to             shares of common stock, based on an assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, and the related revaluation and reclassification of such warrants, (iii) the revaluation of warrants to purchase 35,672 shares of our common stock based on an assumed initial public offering price of $         per share, the midpoint of the range reflected on the cover page of this prospectus, and (iv) the repayment of $         million in outstanding indebtedness and the related accretion of debt discount upon the completion of this offering.

 

    AS OF MARCH 31, 2014  
   

        ACTUAL        

   

PRO
        FORMA        

        PRO FORMA
AS ADJUSTED (1)
 
    (in thousands, except share data)  

Cash and cash equivalents

  $             10,593      $                                 $                            
 

 

 

   

 

 

     

 

 

 

Current and long-term debt

  $ 26,254      $                     $                

Warrant liability

    6,119         

Convertible preferred stock, $0.00001 par value per share; 15,666,748 shares authorized, 14,857,989 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

    31,724        —            —     

Stockholders’ equity (deficit):

       

Preferred stock, $0.00001 par value per share; no shares authorized, issued or outstanding, actual and pro forma; 10,000,000 shares authorized, no shares issued or outstanding, pro forma as adjusted

    —          —            —     

Common stock, $0.00001 par value per share; 26,000,000 shares authorized, 2,241,641 shares issued and outstanding, actual; 26,000,000 authorized, 19,433,716 issued and outstanding, pro forma; 200,000,000 shares authorized,              shares issued and outstanding, pro forma as adjusted

    —           

Special voting shares, $0.00001 par value per share; 2,500,030 shares authorized, 2,247,130 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

    —          —            —     

Additional paid-in capital

    6,365         

Accumulated other comprehensive loss

    (78      

Accumulated deficit

    (40,916      

Treasury stock

    (2,601      
 

 

 

   

 

 

     

 

 

 

Total stockholders’ equity (deficit)

    (37,230      
 

 

 

   

 

 

     

 

 

 

Total capitalization

  $ 26,867      $          $     
 

 

 

   

 

 

     

 

 

 

 

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(1) 

Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $             million, assuming that the number of shares offered remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses.

You should read the table above together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

The pro forma as adjusted information set forth in the table above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

The table above excludes the following shares:

 

   

4,833,400 shares of common stock issuable upon the exercise of options outstanding as of March 31, 2014, with a weighted average exercise price of $2.39 per share;

 

   

168,750 shares of common stock issuable upon the exercise of options granted after March 31, 2014, with an exercise price of $12.27 per share;

 

   

35,672 shares of common stock issuable upon the exercise of convertible preferred stock warrants outstanding as of March 31, 2014, with a weighted average exercise price of $2.94 per share;

 

   

748,439 shares of common stock issuable upon the exercise of common stock warrants outstanding as of March 31, 2014, with an exercise price of $4.81 per share, which exercise price will automatically become our initial public offering price upon the completion of this offering (for example, based on an assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, these warrants would become warrants to purchase              shares of common stock at an exercise price of $              per share upon the completion of this offering); and

 

   

4,718,453 shares of common stock reserved for future issuance under our equity compensation plans, consisting of (i) 718,453 shares of common stock reserved for future issuance under our 2007 Equity Compensation Plan as of March 31, 2014, which shares will be added to the shares to be reserved under our 2014 Equity Incentive Plan upon the completion of this offering, (ii) 2,000,000 shares of common stock reserved for future issuance under our 2014 Equity Incentive Plan, which will become effective upon the completion of this offering and (iii) 2,000,000 shares of common stock reserved for future issuance under our 2014 Employee Stock Purchase Plan, which will become effective upon the completion of this offering. Our 2014 Equity Incentive Plan and 2014 Employee Stock Purchase Plan will also provide for automatic annual increases in the number of shares reserved under such plans.

 

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares of common stock in this initial public offering and the pro forma as adjusted net tangible book value per share of common stock immediately after this offering.

As of March 31, 2014, our pro forma net tangible book value was approximately $             million, or $             per share of common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of March 31, 2014, assuming (i) the conversion of all outstanding shares of our convertible preferred stock as of March 31, 2014 and 86,956 shares of our Series A convertible preferred stock issued upon the exercise of a warrant in April 2014 into an aggregate of 14,944,945 shares of common stock and (ii) the exchange of all of the outstanding exchangeable shares of our subsidiary Trupanion Canadian Shareholders, Ltd.

After giving effect to our sale in this offering of             shares of our common stock, at an assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses, our pro forma net tangible book value as of March 31, 2014, would have been approximately $             million, or $             per share of our common stock. This represents an immediate increase in pro forma net tangible book value of $             per share to our existing stockholders and an immediate dilution of $             per share to investors purchasing shares in this offering.

The following table illustrates this dilution:

 

Assumed initial public offering price per share

      $                

Pro forma net tangible book value per share as of March 31, 2014, before giving effect to this offering

   $                   

Increase in pro forma net tangible book value per share attributable to new investors in this offering

     
  

 

 

    

Pro forma net tangible book value, as adjusted to give effect to this offering

     
     

 

 

 

Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering

      $     
     

 

 

 

A $1.00 increase (decrease) in the assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, would increase (decrease) our pro forma net tangible book value, as adjusted to give effect to this offering, by $             per share, and increase (decrease) the dilution in pro forma as adjusted net tangible book value per share to new investors in this offering by $             per share, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

If the underwriters exercise in full their option to purchase additional shares, the pro forma net tangible book value per share of our common stock after giving effect to this offering would be $             per share, and the dilution in net tangible book value per share to investors in this offering would be $             per share.

The following table summarizes, on a pro forma as adjusted basis as of March 31, 2014, after giving effect to (i) the conversion of all outstanding shares of our convertible preferred stock, the exchange of all of the outstanding exchangeable shares of our subsidiary Trupanion Canadian Shareholders, Ltd. and the effectiveness of our restated certificate of incorporation and (ii) the issuance of             shares of common stock in this offering at an assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, the difference between existing stockholders and new investors with respect to the number of shares of common stock purchased from us, the total consideration paid to us and the average price

 

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per share paid, before deducting estimated underwriting discounts and commissions and estimated offering expenses:

 

     SHARES PURCHASED     TOTAL CONSIDERATION     AVERAGE PRICE
PER SHARE
 
     NUMBER    PERCENT     AMOUNT      PERCENT    

Existing stockholders

               $                             $                            

New public investors

            
  

 

  

 

 

   

 

 

    

 

 

   

Total

        100.0   $           100.0  
  

 

  

 

 

   

 

 

    

 

 

   

A $1.00 increase (decrease) in the assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors and total consideration paid by all stockholders by approximately $             million, assuming that the number of shares offered, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

To the extent that any outstanding options or warrants are exercised, investors will experience further dilution.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares. If the underwriters exercise in full their option to purchase additional shares, our existing stockholders would own         % and our new investors would own         % of the total number of shares of our common stock outstanding upon the completion of this offering.

The number of shares outstanding as of March 31, 2014 excludes:

 

   

4,833,400 shares of common stock issuable upon the exercise of options outstanding as of March 31, 2014, with a weighted average exercise price of $2.39 per share;

 

   

168,750 shares of common stock issuable upon the exercise of options granted after March 31, 2014, with an exercise price of $12.27 per share;

 

   

35,672 shares of common stock issuable upon the exercise of convertible preferred stock warrants outstanding as of March 31, 2014, with a weighted average exercise price of $2.94 per share;

 

   

748,439 shares of common stock issuable upon the exercise of common stock warrants outstanding as of March 31, 2014, with an exercise price of $4.81 per share, which exercise price will automatically become our initial public offering price upon the completion of this offering (for example, based on an assumed initial public offering price of $             per share, the midpoint of the range reflected on the cover page of this prospectus, these warrants would become warrants to purchase              shares of common stock at an exercise price of $              per share upon the completion of this offering); and

 

   

4,718,453 shares of common stock reserved for future issuance under our equity compensation plans, consisting of (i) 718,453 shares of common stock reserved for future issuance under our 2007 Equity Compensation Plan as of March 31, 2014, which shares will be added to the shares to be reserved under our 2014 Equity Incentive Plan upon the completion of this offering, (ii) 2,000,000 shares of common stock reserved for future issuance under our 2014 Equity Incentive Plan, which will become effective upon the completion of this offering and (iii) 2,000,000 shares of common stock reserved for future issuance under our 2014 Employee Stock Purchase Plan, which will become effective upon the completion of this offering. Our 2014 Equity Incentive Plan and 2014 Employee Stock Purchase Plan will also provide for automatic annual increases in the number of shares reserved under such plans.

 

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated financial and other data should be read with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The selected consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 and the consolidated balance sheet data as of December 31, 2012 and 2013 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statements of operations data for the year ended December 31, 2010 and the consolidated balance sheet data as of December 31, 2011 are derived from our audited consolidated financial statements not included in this prospectus. The selected consolidated statements of operations data for the three months ended March 31, 2013 and 2014 and the consolidated balance sheet data as of March 31, 2014 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited condensed consolidated financial statements on the same basis as the audited consolidated financial statements and have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in any future period.

 

    YEARS ENDED
DECEMBER 31,
    THREE MONTHS ENDED
MARCH  31,
 
    2010     2011     2012     2013     2013     2014  
   

(in thousands, except share and per share data)

 

Consolidated Statements of Operations Data:

           

Revenue:

           

Subscription business

  $        19,099      $        37,045      $        55,352      $        76,818      $        17,017      $        23,089   

Other business

    —          —          178        7,011        825        2,551   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    19,099        37,045        55,530        83,829        17,842        25,640   

Cost of revenue:

           

Subscription business(1)

    15,326        29,002        44,185        61,905        13,473        18,602   

Other business

    —          —          134        6,280        761        2,282   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

    15,326        29,002        44,319        68,185        14,234        20,884   

Gross profit:

           

Subscription business

    3,773        8,043        11,167        14,913        3,544        4,487   

Other business

    —          —          44        731        64        269   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total gross profit

    3,773        8,043        11,211        15,644        3,608        4,756   

Operating expenses:

           

Sales and marketing(1)

    4,264        5,206        7,149        9,091        2,572        2,646   

Technology and development(1)

    1,098        1,499        3,406        4,888        883        2,200   

General and administrative(1)

    3,636        4,289        6,195        8,652        1,927        2,786   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    8,998        10,994        16,750        22,631        5,382        7,632   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

    (5,225     (2,951     (5,539     (6,987     (1,774     (2,876

Interest expense

    577        690        535        609        120        736   

Other expense, net

    146        186        252        671        111        1,286   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

    (5,948     (3,827     (6,326     (8,267     (2,005     (4,898

Income tax expense (benefit)

    50        92        84        (92     (79     15   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

  $ (5,998   $ (3,919   $ (6,410   $ (8,175   $ (1,926   $ (4,913
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common stockholders

    $ (3,919   $ (8,147   $ (8,175   $ (1,926   $ (4,913
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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    YEARS ENDED
DECEMBER 31,
    THREE MONTHS ENDED
MARCH  31,
 
    2010   2011     2012     2013     2013     2014  
   

(in thousands, except share and per share data)

 

Net loss per share attributable to common stockholders—basic and diluted(2)

    $ (5.34   $ (9.76   $ (6.23   $ (1.76   $ (3.22
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares outstanding used to compute net loss per share attributable to common stockholders—basic and diluted(2)

      734,411        834,648        1,312,019        1,094,989        1,524,028   
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net loss per share attributable to common stockholders—basic and diluted (unaudited)(2)

        $ (0.45     $ (0.27
       

 

 

     

 

 

 

Pro forma weighted average shares outstanding used to compute pro forma net loss—basic and diluted (unaudited)(2)

          18,370,403          18,441,179   
       

 

 

     

 

 

 

 

    YEARS ENDED
DECEMBER 31,
    PERIOD ENDED
MARCH 31,
 
    2010     2011     2012     2013     2013     2014  

Other Financial and Operational Data(3):

           

Total pets enrolled

    56,738        88,707        125,387        169,570          136,027          181,634   

Monthly adjusted revenue per pet(4)

  $ 36.61      $ 41.00      $ 41.99      $ 42.57      $ 42.30      $ 43.12   

Lifetime value of a pet(5)

  $ 385      $ 500      $ 557      $ 612      $ 590      $ 610   

Average pet acquisition cost(6)

  $ 98      $ 84      $ 100      $ 103      $ 132      $ 111   

Average monthly retention

    98.16     98.24     98.51     98.65     98.56     98.65

Adjusted EBITDA (in thousands)(7)

  $ (4,613   $ (1,862   $ (3,904   $ (4,351   $ (1,208   $ (2,079

 

     AS OF
DECEMBER 31,
    AS OF
MARCH  31,
2014
 
     2011     2012     2013    
     (in thousands)  

Consolidated Balance Sheet Data:

        

Cash and cash equivalents

   $ 8,087      $ 4,234      $ 14,939      $ 10,593   

Investments in fixed maturities, current

     9,370        10,809        16,088        14,954   

Working capital

     12,689        7,746       
13,710
  
    7,220   

Total assets

     24,863        27,666        51,653        48,969   

Warrant liabilities

     333        551        4,900        6,119   

Current and long-term debt

     9,900        9,900        26,099        26,254   

Total liabilities

     17,743        23,015        52,928        54,475   

Convertible preferred stock

     25,792        31,724        31,724        31,724   

Stockholders’ deficit

     (18,672     (27,073     (32,999     (37,230

 

(footnotes appear on following page)

 

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(1)

Includes stock-based compensation expense as follows:

 

     YEARS ENDED
DECEMBER 31,
     THREE MONTHS ENDED
MARCH 31,
 
         2010              2011              2012              2013              2013              2014      
    

(in thousands)

 

Cost of revenue

   $ 23       $ 65       $ 109       $ 230       $ 40       $ 81   

Sales and marketing

     249         288         428         677         143         149   

Technology and development

     15         165         268         351         71         98   

General and administrative

     310         464         629         680         147         239   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation expense

   $    597       $    982       $ 1,434       $ 1,938       $    401       $    567   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(2) 

See note 2 to our consolidated financial statements included elsewhere in this prospectus for a description of the method used to compute basic and diluted net loss per share attributable to common stockholders and pro forma basic and diluted net loss per share attributable to common stockholders.

(3) 

For more information about how we calculate total pets enrolled, monthly adjusted revenue per pet, lifetime value of a pet, average pet acquisition cost and average monthly retention, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics.”

(4) 

Monthly adjusted revenue per pet is calculated in part based on adjusted revenue, a non-GAAP financial measure, that we define as revenue from our subscription business segment excluding sign-up fee revenue and the change in deferred revenue between periods. For more information about adjusted revenue and a reconciliation of revenue to adjusted revenue, see “—Non-GAAP Financial Measures.”

(5)

Lifetime value of a pet is calculated in part based on contribution margin, a non-GAAP financial measure, that we define as gross profit 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. For more information about contribution margin and a reconciliation of gross profit to contribution margin, see “—Non-GAAP Financial Measures.”

(6) 

Average pet acquisition cost is calculated in part based on acquisition cost, a non-GAAP financial measure, that we define as sales and marketing expenses, excluding stock-based compensation expense, net of sign-up fee revenue. For more information about acquisition cost and a reconciliation of sales and marketing expenses to acquisition cost, see “—Non-GAAP Financial Measures.”

(7)

Adjusted EBITDA is a non-GAAP financial measure that we define as net loss excluding stock-based compensation expense, depreciation and amortization expense, interest income, interest expense, change in fair value of warrant liabilities and income tax expense (benefit). For more information about adjusted EBITDA and a reconciliation of net loss to adjusted EBITDA, see “—Non-GAAP Financial Measures.”

Non-GAAP Financial Measures

We believe that using adjusted EBITDA as one of our key metrics and using adjusted revenue, contribution margin and acquisition cost to calculate and present certain of our other key metrics is helpful to our investors. These measures, which are non-GAAP financial measures, are not prepared in accordance with U.S. generally accepted accounting principles (GAAP). We define adjusted revenue as revenue from our subscription business segment excluding sign-up fee revenue and the change in deferred revenue between periods. We define contribution margin as gross profit 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. We define acquisition cost as sales and marketing expenses, excluding stock-based compensation expense, net of sign-up fee revenue. We define adjusted EBITDA as net loss excluding stock-based compensation expense, depreciation and amortization expense, interest income, interest expense, change in fair value of warrant liabilities and income tax expense (benefit).

 

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Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry as other companies in our industry may calculate or use non-GAAP financial measures differently. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact on our reported financial results. Further, stock-based compensation expense and other items used in the calculation of adjusted EBITDA have been and will continue to be for the foreseeable future significant recurring expenses in our business. The presentation and utilization of non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. We urge our investors to review the reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measures in our consolidated financial statements that is included below, and not to rely on any single financial or operating measure to evaluate our business.

Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash expenses, we believe that providing non-GAAP financial measures such as contribution margin, acquisition cost and adjusted EBITDA that exclude stock-based compensation expense and, in the case of adjusted EBITDA, the change in fair value of warrant liabilities allows for more meaningful comparisons between our operating results from period to period. We exclude sign-up fee revenue from the calculation of both adjusted revenue and contribution margin because we collect it from new members at the time of enrollment and consider it to be an offset to a portion of our sales and marketing expenses. For this reason, we also net sign-up fees with sales and marketing expenses in our calculation of acquisition cost. We exclude changes in deferred revenue from the calculation of both adjusted revenue and contribution margin in order to eliminate fluctuations caused by the timing of pet enrollment during the last month of any particular period in which such measures are being presented or utilized. We exclude the change in fair value of warrant liabilities from our calculation of adjusted EBITDA in order to eliminate fluctuations caused by changes in our stock price. We believe this allows us to calculate and present adjusted revenue, contribution margin and acquisition cost and the related financial measures we derive from them, as well as adjusted EBITDA, in a consistent manner across periods. Our non-GAAP financial measures and the related financial measures we derive from them are important tools for financial and operational decision-making and for evaluating our own operating results over different periods of time.

The following table reflects the reconciliation of adjusted revenue to revenue:

 

                                                                             
    YEARS ENDED
DECEMBER 31,
    THREE MONTHS ENDED
MARCH  31,
 
        2010             2011             2012             2013        

    2013    

   

    2014    

 
   

(in thousands)

 

Revenue

  $ 19,099      $ 37,045      $ 55,530      $ 83,829      $ 17,842      $ 25,640   

Excluding:

           

Other business revenue

    —          —          (178     (7,011     (825     (2,551

Change in deferred revenue

    500        757        767        1,107        124        262   

Sign-up fee revenue

    (623     (953     (1,189     (1,418     (332     (377
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted revenue

  $ 18,976      $ 36,849      $ 54,930      $ 76,507      $ 16,809      $ 22,974   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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The following table reflects the reconciliation of contribution margin to gross profit:

 

                                                                                         
    YEARS ENDED
DECEMBER 31,
    TWELVE MONTHS ENDED
MARCH  31,
 
        2010             2011             2012             2013        

        2013        

   

        2014        

 
   

(in thousands)

 

Gross profit

  $    3,773      $    8,043      $ 11,211      $ 15,644      $ 12,847      $ 16,790   

Excluding:

           

Stock-based compensation expense

    23        65        109        230        123        270   

Other business segment gross profit

    —          —          (44     (731     (108     (935

Sign-up fee revenue

    (623     (953     (1,189     (1,418     (1,229     (1,464

Change in deferred revenue

    500        757        767        1,107        725        1,246   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution margin

  $ 3,673      $ 7,912      $ 10,854      $ 14,832      $ 12,358      $ 15,907   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table reflects the reconciliation of acquisition cost to sales and marketing expenses:

 

                                                                                         
    YEARS ENDED
DECEMBER 31,
    THREE MONTHS ENDED
MARCH  31,
 
        2010             2011             2012             2013        

        2013        

   

        2014        

 
   

(in thousands)

 

Sales and marketing expenses

  $    4,264      $    5,206      $   7,149      $   9,091      $   2,572      $   2,646   

Excluding:

           

Stock-based compensation expense

    (249     (288     (428     (677     (143     (149

Net of:

           

Sign-up fee revenue

    (623     (953     (1,189     (1,418     (332     (377
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

  $ 3,392      $ 3,965      $ 5,532      $ 6,996      $ 2,097      $ 2,120   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The following table reflects the reconciliation of adjusted EBITDA to net loss:

 

                                                                                         
    YEARS ENDED
DECEMBER 31,
    THREE MONTHS ENDED
MARCH  31,
 
        2010             2011             2012             2013        

        2013        

   

        2014        

 
    (in thousands)  

Net loss

  $ (5,998)      $ (3,919)      $ (6,410)      $ (8,175)      $ (1,926)      $ (4,913)   

Excluding:

           

Stock-based compensation expense

    598        982        1,434        1,938        401        567   

Depreciation and amortization expense

    185        199        349        892        206        309   

Interest income

    (69     (115     (107     (102     (30     (18

Interest expense

    578        699        546        645        122        742   

Change in fair value of warrant liabilities

    43        200        200        543        98        1,219   

Income tax expense (benefit)

    50        92        84        (92     (79     15   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

  $ (4,613   $ (1,862   $ (3,904   $ (4,351   $ (1,208   $ (2,079
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis together with the financial statements and the related notes to those statements included elsewhere in this prospectus. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs and that involve risks and uncertainties. As a result of many factors, including those set forth in the section entitled “Risk Factors” and elsewhere in this prospectus, our actual results may differ materially from those discussed in these forward-looking statements.

Overview

We are a direct-to-consumer monthly subscription service providing a medical insurance plan for cats and dogs throughout the United States, Canada and Puerto Rico. Our data-driven, vertically-integrated approach enables us to provide pet owners with what we believe is the highest value medical plan for their pets, priced specifically for each pet’s unique characteristics. Our growing and loyal member base provides us with highly predictable and recurring revenue. We operate our business with a focus on maximizing the lifetime value of each pet while sustaining a favorable ratio of lifetime value relative to acquisition cost.

Our target market is large and underpenetrated. We have pioneered a unique solution that sits at the center of the pet medical ecosystem, meeting the needs of pets, pet owners and veterinarians, and we believe we are uniquely positioned to disrupt the pet medical insurance market and drive increased market penetration. Our enrolled pets consisted of approximately 85% dogs and 15% cats as of March 31, 2014. The number of pets enrolled in our medical plan has increased every quarter for the last ten years. More recently, our total enrolled pets grew from 31,207 on January 1, 2010 to 181,634 on March 31, 2014, which represents a compound annual growth rate of 51.4%.

We operate in two business segments: subscription business and other business. We generate revenue in our subscription business segment primarily from subscription fees for our medical plan, which we actively market to consumers. Our medical plan automatically renews on a monthly basis, and members pay the subscription fee at the beginning of each subscription period, in most cases by authorizing 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 monthly enrollment term. We generate revenue in our other business segment primarily from writing policies for an unaffiliated managing general agent that offers pet insurance and from writing policies under a federal government program. These policies provide different coverage and are subject to materially different terms and conditions than the Trupanion medical plan. Further, the unaffiliated managing general agent administers the policies we write for it and markets those policies to consumers.

We generate leads through both third-party referrals and online member acquisition channels, which we then convert into members through our website and contact center. Veterinary practices represent our largest referral source. While these referrals accounted for a majority of our enrollments in 2013 and in the first quarter of 2014, we do not pay commissions to or otherwise compensate veterinarians for their referrals. We engage a national referral network of independent contractors who are paid fees based on activity in their regions, which we refer to as our Territory Partners. For the years ended December 31, 2011, 2012 and 2013 and the three months ended March 31, 2014, we paid our Territory Partners aggregate fees equal to $1.8 million, $2.7 million, $3.5 million and $1.0 million, respectively. Our Territory Partners are dedicated to cultivating direct veterinary relationships and building awareness of the benefits that our medical plan offers 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, our medical plan. Our online member acquisition channels serve as important resources for pet owner education and drive new member leads and conversion. We also receive a significant number of new leads from existing members adding pets and referring their friends and family members. We constantly evaluate the effectiveness of our member acquisition channels and marketing initiatives based upon their return on investment, which we measure by comparing the ratio of the lifetime value of a pet generated through each specific channel or initiative to the related acquisition cost.

 

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Our subscription business segment, which is our core business, is characterized by highly predictable and recurring monthly subscription revenue from our large and growing member base. Since 2010, at least 88% of our subscription revenue every quarter has come from existing members who had active subscriptions at the beginning of the quarter. Due to our focus on providing a superior value proposition and member experience, our members are very loyal, as evidenced by our 98.5% average monthly retention rate over 2011, 2012 and 2013. The average life expectancy of a dog and a cat is estimated to be approximately 10-13 and 15 years, respectively. Historically, mortality has been one of the largest drivers of subscription cancellations.

Our revenue increased from $19.1 million for the year ended December 31, 2010 to $83.8 million for the year ended December 31, 2013, representing a compound annual growth rate of 64%. Additionally, our revenue increased from $17.8 million for the three months ended March 31, 2013 to $25.6 million for the three months ended March 31, 2014, representing 44% year-over-year growth. We have achieved sequential revenue growth in every quarter since the first quarter of 2010. From December 31, 2010 to December 31, 2013, we increased our employee headcount from 80 to 335. We have made and expect to continue to make substantial investments in member acquisition and in expanding our operations. For the years ended December 31, 2011, 2012 and 2013, we had a net loss of $3.9 million, $6.4 million and $8.2 million, respectively. For the three months ended March 31, 2013 and 2014, we had a net loss of $1.9 million and $4.9 million, respectively. As of March 31, 2014, our accumulated deficit was $40.9 million.

Key Financial and Operating Metrics

We believe that one of the key operating drivers for any online subscription business is the amount of sales and marketing expenses incurred to drive new customer acquisition, which is typically evaluated in relation to lifetime value. In order to assess this metric, we regularly review a number of financial and operating metrics, including per pet unit economics, to evaluate our subscription business, determine the allocation of resources and make decisions regarding business strategy.

The following table sets forth our key financial and operating metrics for our subscription business for the years ended December 31, 2011, 2012 and 2013 and the periods ended March 31, 2013 and 2014.

 

     YEARS ENDED
DECEMBER 31,
    PERIOD ENDED
MARCH  31,
 
     2011     2012     2013     2013     2014  

Total pets enrolled

       88,707          125,387          169,570          136,027          181,634   

Monthly adjusted revenue per pet

   $ 41.00      $ 41.99      $ 42.57      $  42.30      $ 43.12   

Lifetime value of a pet

   $ 500      $ 557      $ 612      $ 590      $ 610   

Average pet acquisition cost

   $ 84      $ 100      $ 103      $ 132      $ 111   

Average monthly retention

     98.24     98.51     98.65     98.56     98.65

Adjusted EBITDA (in thousands)

   $ (1,862   $ (3,904   $ (4,351   $ (1,208   $ (2,079

Total pets enrolled. Total pets enrolled reflects the number of pets subscribed to our plan at the end of each period presented. We monitor total pets enrolled because it provides an indication of the growth of our business.

Monthly adjusted revenue per pet. Monthly adjusted revenue per pet is calculated as adjusted revenue divided by the total number of pet months in that period. Adjusted revenue, a non-GAAP financial measure, is calculated as revenue, excluding sign-up fee revenue and the change in deferred revenue. We exclude sign-up fee revenue since it is collected at the time a new pet is enrolled and is used to cover initial setup costs, which are included in sales and marketing expenses. We exclude changes in deferred revenue in order to present monthly adjusted revenue per pet in a consistent manner across periods. Total pet months in a period represents the sum of all pets enrolled for each month during the period. We monitor monthly adjusted revenue per pet because it is an indicator of the effectiveness of our pricing for our business. For more information about adjusted revenue and a reconciliation of revenue to adjusted revenue, see “Selected Consolidated Financial and Other Data—Non-GAAP Financial Measures.”

 

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Lifetime value of a pet. Lifetime value of a pet (LVP) is calculated in a reporting period as the average monthly contribution margin per pet over the 12 months prior to the period end date, multiplied by the implied average subscriber life in months. The average monthly contribution margin per pet is calculated by dividing gross profit for the period, excluding sign-up fee revenue, the change in deferred revenue and stock based compensation expense recorded in cost of revenue by the number of pet months in the 12-month period. 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 LVP to assess how much lifetime contribution margin we might expect from new pets over their implied average subscriber life in months and to evaluate the amount of sales and marketing expenses we may want to incur to attract new pet enrollments.

Average pet acquisition cost. Pet acquisition cost (PAC) is calculated as acquisition cost divided by the total number of new pets enrolled in that period. Acquisition cost, a non-GAAP financial measure, is calculated in a reporting period as sales and marketing expenses, excluding stock-based compensation, offset by sign-up fee revenue. We offset sales and marketing expenses with sign-up fee revenue since it is a one-time charge to new members used to cover initial setup costs, which are included in sales and marketing expenses. We monitor average pet acquisition cost to evaluate the efficiency of our sales and marketing programs in acquiring new members. For more information about acquisition cost and a reconciliation of sales and marketing expenses to acquisition cost, see “Selected Consolidated Financial and Other Data—Non-GAAP Financial Measures.”

Average monthly retention. Average monthly retention is measured as the monthly retention rate of enrolled 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 December 31, 2013 is an average of each month’s retention from January 1, 2013 through December 31, 2013 and our average monthly retention rate as of March 31, 2014 is an average of each month’s retention from April 1, 2013 through March 31, 2014. We calculate monthly retention as the number of pets that remain after subtracting all pets that cancel during the month, including pets that enroll and cancel within that month, divided by the total pets enrolled at the beginning of the 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 and manage our business.

Adjusted EBITDA. Adjusted EBITDA, a non-GAAP financial measure, is calculated as net loss excluding stock-based compensation expense, depreciation and amortization expense, interest income, interest expense, change in fair value of warrant liabilities and income tax expense (benefit). Adjusted EBITDA is an important measure used by our management and board of directors to evaluate and discuss our operating performance. In addition, we believe that adjusted EBITDA and similar measures are widely used by investors, securities analysts, rating agencies and other parties in evaluating companies as a measure of financial performance and debt service capabilities.

These metrics are calculated based upon the historical results for specific periods and do not represent a projection or other indication of future financial performance. They should only be used to compare period to period results. Our actual future results will vary based upon a number of factors. For example, monthly adjusted revenue per pet can be impacted by the deductibles chosen by members and the ages of the pets at the time of enrollment. Lifetime value of a pet can be adversely impacted by any reduction of our average monthly retention rate, fluctuations in our average cost of claims or increases in our other cost of revenue. For more information about additional factors that may impact our future results, see “—Factors Affecting Our Performance” and “Risk Factors.”

Cohort Analysis

Our subscription business is characterized by recurring monthly subscription revenue from our large and growing member base. Since 2010, at least 88% of our subscription business revenue every quarter has come from existing members who had active subscriptions at the beginning of the quarter. Due to our focus on providing a superior value proposition and member experience, our members are very loyal, as evidenced by our 98.5% average monthly retention rate over 2011, 2012 and 2013.

 

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Quarterly Adjusted Revenue by New vs. Existing Pets    Quarterly Adjusted Revenue by Cohort
(dollars, in millions)    (dollars, in millions)

LOGO

As a result of the predictable nature of our subscription business, our business model yields attractive per unit economics. Pets that enrolled in the first quarter of 2014 cost us an average of $111 to acquire and have an implied lifetime value of $610. This represents a 5.5x ratio of LVP divided by PAC. We continually refine our sales and marketing strategies to optimize this ratio.

To illustrate the cost of acquiring new pets and their contribution to our operating results, we analyzed the subscription business adjusted revenue and estimated contribution margin generated from all pets that we acquired during 2010, which we refer to as our 2010 cohort, and the pet acquisition cost we incurred to acquire those pets. We present this cohort because it provides more historical data than recent cohorts. Although we believe that this cohort is illustrative of our member base generally, the 2010 cohort results inherently reflect a distinct group of pets and may not be representative of our existing or future cohorts, especially as we continue to grow.

Our 2010 cohort included 34,583 pets that we enrolled during that year. We incurred $3.4 million in acquisition cost to acquire these pets. In the aggregate, this cohort has generated $42.2 million of adjusted revenue through the end of 2013 and $5.7 million of estimated contribution margin, net of acquisition cost, over the four year period from January 1, 2010 through December 31, 2013. This cohort reached break even during 2011, when cumulative contribution margin equaled pet acquisition cost. Additionally, the pets enrolled in this cohort had average monthly retention rates of 98.15%, 98.85% and 99.07% at the end of 2011, 2012 and 2013, respectively, which resulted in a cumulative impact of 56% of the original cohort pets remaining enrolled at December 31, 2013. At the end of 2013, 19,267 of the original 34,583 cohort pets remained enrolled in our medical plan. We believe these results demonstrate our high average monthly retention rates, our ability to increase our pricing and the quick recovery of pet acquisition cost. We expect our cumulative contribution margin from the 2010 cohort to continue to increase over time from the pets that remain enrolled in our medical plan. These results are reflected in the table below:

 

      NEW IN
2010
    END OF
2010
    END OF
2011
    END OF
2012
    END OF
2013
 
     (in thousands, except percentages, pet and per pet data)  

2010 Cohort:

          

Total enrolled pets(1)

     34,583        30,958        24,753        21,542        19,267   

Average monthly retention(1)

       97.14     98.15     98.85     99.07

Monthly adjusted revenue per pet(1)

     $ 35.11      $ 39.51      $ 43.20      $ 44.28   

Adjusted revenue(2)

     $ 6,466      $ 13,041      $ 11,861      $ 10,790   

Contribution margin(3)

     $ 1,901      $ 2,598      $ 2,681      $ 1,932   

Acquisition cost(4)

   $ (3,393        

Cumulative adjusted revenue

     $ 6,466      $ 19,507      $ 31,368      $ 42,158   

Cumulative contribution margin, net of acquisition cost

     $ (1,492   $ 1,106      $ 3,787      $ 5,719   

 

(footnotes appear on following page)

 

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(1) 

For more information about total enrolled pets, average monthly retention and monthly adjusted revenue per pet, including an explanation of how we calculate those metrics, see “—Key Financial and Operating Metrics.”

(2) 

Adjusted revenue, which is a non-GAAP financial measure, is defined as revenue from our subscription business segment excluding sign-up fee revenue and the change in deferred revenue between periods. For more information about adjusted revenue, see “Selected Consolidated Financial and Other Data—Non-GAAP Financial Measures.”

(3) 

Contribution margin, which is a non-GAAP financial measure, is defined as gross profit 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. For more information about contribution margin, see “Selected Consolidated Financial and Other Data—Non-GAAP Financial Measures.” In order to calculate contribution margin for our 2010 cohort, our total other costs of revenue for the period were allocated evenly to each pet month during the period. We then summed the other cost of revenue applicable to the pet months from the 2010 cohort. We calculate this average per pet month to facilitate comparisons among cohorts, but it may not represent actual costs incurred related to each cohort.

(4) 

Acquisition cost, which is a non-GAAP financial measure, is defined as sales and marketing expenses, excluding stock-based compensation expense, net of sign-up fee revenue. For more information about acquisition cost, see “Selected Consolidated Financial and Other Data—Non-GAAP Financial Measures.”

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 average monthly retention rate improved from 98.16% in 2010 to 98.65% in 2013 and in the first quarter of 2014. Our ability to continue to improve the retention rate of enrolled pets may be affected by a number of factors, including the actual and perceived value of our services and the quality of our member experience, including our claims payment process and competitive environment. In addition, 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 plan to continue to make significant investments to grow our member base. Our pet acquisition costs and the number of new members we enroll depends on a number of factors, including the amount we elect to invest in sales and marketing activities in any particular period, effectiveness of our sales execution and marketing initiatives, changes in costs of media, the mix of our sales and marketing expenditures and the competitive environment. Our average pet acquisition cost may vary from period to period based upon specific marketing initiatives. For example, veterinary trade show costs have traditionally increased our average pet acquisition costs in the first quarter of each year. We also periodically test new member acquisition channels and marketing initiatives, each of which impacts our average pet acquisition cost. We plan to expand the number of Territory Partners we use to reach veterinarians, which is likely to increase our average pet acquisition cost. We continually assess our sales and marketing activities by monitoring the ratio of LVP to PAC.

Geographic mix of sales. The relative mix of our business between the United States and Canada impacts the monthly adjusted revenue per pet we receive. Prices for our plan in Canada are generally higher than in the United States, which is consistent with the relative cost of veterinary care in each country. As our revenue has grown faster in the United States compared to Canada, this geographic shift in the mix of business has reduced the growth in our monthly adjusted revenue per pet. In addition, as our mix of revenue changes between the United States and Canada, our exposure to foreign exchange fluctuations will be impacted.

Investments to grow our business. We plan to continue to invest to grow our business. Any investments in the development of new technology, continued improvements to our member experience and the costs associated with being a public company will increase our operating expenses in the near term.

 

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Other business segment. Our other business segment includes revenue and expenses related to our writing of policies for an unaffiliated managing general agent. This relationship can be canceled by the unaffiliated managing general agent with 360 days notice and we are unlikely to be able to replace it with a similar contract quickly, if at all. A cancellation of this contract would result in the policies and revenue being run off over a period of 12 months and could have a material impact on our results of operations. Our other business segment also includes revenue and expenses related to policies written under a federal government program. While we expect our other business segment to remain relatively stable over time and become a proportionately smaller component of our overall business as we continue to expand our subscription business, we may enter into additional relationships to the extent we believe they will be profitable to us, which could also impact our operating results.

Basis of Presentation

General

We operate in two business segments: subscription business and other business. Our subscription business segment includes revenue and expenses related to monthly subscriptions for our medical plan. Our other business segment includes revenue and expenses related to our other operations, including the writing of policies for an unaffiliated managing general agent and policies written under a federal government program. We report our financial information in accordance with U.S. generally accepted accounting principles (GAAP).

Revenue

We generate revenue in our subscription business segment primarily from subscription fees for our medical plan. Our medical plan automatically renews on a monthly basis, and members pay the subscription fee at the beginning of each subscription period, in most cases by authorizing 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 monthly 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 generate revenue in our other business segment primarily from writing policies for an unaffiliated managing general agent that offers pet insurance and from writing policies under a federal government program. Revenue from our other business segment is recognized on a pro rata basis over the enrollment term for each policy.

Cost of Revenue

Cost of revenue in each of our segments is comprised of claims expenses and other cost of revenue.

Claims expenses. Claims expenses include claims incurred, the cost of personnel administering the claims and providing member service relating to the claims and other operating expenses directly or indirectly related to claims administration. Claims incurred are the claims approved for payment plus an accrual for claims incurred that have not yet been submitted or approved for payment. This accrual is based on our historical experience and developments in claims and the cost of veterinary care, and also includes the cost of administering such claims.

Other cost of revenue. Other cost of revenue for our subscription business segment includes direct and indirect member service expenses, credit card transaction fees and premium tax expenses. Other cost of revenue for our other business segment includes the commission we pay to the unaffiliated managing general agent.

For both our subscription business and our other business segments, we generally expect our cost of revenue to remain relatively constant as a percentage of revenue. Claims expenses as a percentage of our subscription business revenue may increase over time as part of our strategy is to return more value to our members to further enhance our member experience, retention rates and lifetime value of a pet. These increases will generally be offset by economies of scale in our other cost of revenue.

 

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Gross Profit

Gross profit is total revenue less cost of revenue. We expect gross profit as a percentage of revenue in each of our segments to remain relatively consistent. As the mix of subscription business and other business changes, this may impact our total gross profit as a percentage of revenue.

Operating Expenses

Our operating expenses are classified into three categories: sales and marketing, technology and development, and general and administrative. For each category, the largest component is personnel costs, which include salaries, employee benefit costs, bonuses and stock-based compensation.

Sales and Marketing

Sales and marketing expenses consist of referral fees paid with respect to newly enrolled pets, print, online and promotional advertising costs, and employee compensation and related costs. Sales and marketing expenses are driven primarily by investments to acquire new members and retain our existing members. We plan to continue to invest in existing and new member acquisition channels and marketing initiatives to grow our business. We expect sales and marketing expenses to increase in absolute dollars, although it may fluctuate as a percentage of revenue.

Technology and Development

Technology and development expenses consist primarily of personnel costs and related expenses for our operations staff, which includes information technology development and infrastructure support, third-party services and depreciation of hardware and amortization of capitalized software and intangible assets. We expect technology and development expenses to increase in absolute dollars and as a percentage of total revenue as we continue to devote significant resources to enhance our member experience, and then decrease as a percentage of revenue over time.

General and Administrative

General and administrative expenses consist primarily of personnel costs and related expenses for our finance, actuarial, human resources, business development and general management functions, as well as facilities and professional services. We have recently incurred additional expenses as a result of expanding our management team and preparing for our initial public offering, and will continue to incur additional expenses associated with being a public company, including higher legal, corporate insurance and accounting expenses. We expect general and administrative expenses to continue to increase in the near term, both in absolute dollars and as a percentage of total revenue, and then decrease as a percentage of revenue over time.

 

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Results of Operations

The following tables set forth our results of operations for the periods presented in absolute dollars and as a percentage of our revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

 

     YEARS ENDED
DECEMBER  31,
    THREE MONTHS ENDED
MARCH  31,
 
         2011             2012             2013        

    2013    

   

    2014    

 
    

(in thousands)

 

Consolidated Statement of Operations Data:

          

Revenue:

          

Subscription business

   $ 37,045      $ 55,352      $ 76,818      $ 17,017      $ 23,089   

Other business

     —          178        7,011        825        2,551   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     37,045        55,530        83,829        17,842        25,640   

Cost of revenue:

          

Subscription business(1)

     29,002        44,185        61,905        13,473        18,602   

Other business

     —          134        6,280        761        2,282   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

     29,002        44,319        68,185        14,234        20,884   

Gross profit:

          

Subscription business

     8,043        11,167        14,913        3,544        4,487   

Other business

     —          44        731        64        269   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total gross profit

     8,043        11,211        15,644        3,608        4,756   

Operating expenses:

          

Sales and marketing(1)

     5,206        7,149        9,091        2,572        2,646   

Technology and development(1)

     1,499        3,406        4,888        883        2,200   

General and administrative(1)

     4,289        6,195        8,652        1,927        2,786   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     10,994        16,750        22,631        5,382        7,632   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (2,951     (5,539     (6,987     (1,774     (2,876

Interest expense

     690        535        609        120        736   

Other expense, net

     186        252        671        111        1,286   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (3,827     (6,326     (8,267     (2,005     (4,898

Income tax expense (benefit)

     92        84        (92     (79     15   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (3,919   $ (6,410   $ (8,175   $ (1,926   $ (4,913
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) 

Includes stock-based compensation expense as follows:

 

     YEARS ENDED
DECEMBER  31,
     THREE MONTHS ENDED
MARCH 31,
 
         2011              2012              2013         

    2013    

    

    2014    

 
    

(in thousands)

 

Cost of revenue

   $        65       $      109       $      230       $        40       $        81   

Sales and marketing

     288         428         677         143         149   

Technology and development

     165         268         351         71         98   

General and administrative

     464         629         680         147         239   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation expense

   $ 982       $ 1,434       $ 1,938       $ 401       $ 567   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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     YEARS ENDED
DECEMBER  31,
    THREE MONTHS ENDED
MARCH 31,
 
         2011             2012             2013        

    2013    

   

    2014    

 
    

(as a percentage of revenue)

 

Revenue

            100            100            100            100            100

Cost of revenue

     78        80        81        80        81   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     22        20        19        20        19   

Operating expenses:

        

Sales and marketing

     14        13        11        14        10   

Technology and development

     4        6        6        5        9   

General and administrative

     12        11        10        11        11   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     30        30        27        30        30   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (8     (10     (8     (10     (11

Interest expense

     (2     (1     (1     (1     (3

Other expense, net

     (1     (1     (1     —          (5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (11     (12     (10     (11     (19

Income tax expense (benefit)

     —          —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (11 )%      (12 )%      (10 )%      (11 )%      (19 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     YEARS ENDED
DECEMBER  31,
    THREE MONTHS ENDED
MARCH 31,
 
         2011             2012             2013        

    2013    

   

    2014    

 
    

(as a percentage of subscription revenue)

 

Subscription business revenue

     100     100     100     100     100

Subscription business cost of revenue

     78        80        81        79        81   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subscription business gross profit

     22     20     19     21     19
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comparison of Three Months Ended March 31, 2013 and 2014

Revenue

 

    THREE MONTHS ENDED
MARCH 31,
    2014 TO
2013

%  CHANGE
 
   

     2013     

   

     2014     

   
    (in thousands, except percentages, pet
and per pet data)
       

Revenue:

     

Subscription business

  $ 17,017      $ 23,089        36

Other business

    825        2,551                209   
 

 

 

   

 

 

   

Total revenue

  $ 17,842      $ 25,640        44   

Percentage of Revenue by Segment:

     

Subscription business

    95     90  

Other business

    5        10     
 

 

 

   

 

 

   

Total revenue

    100     100  

Subscription Business:

     

Total pets enrolled

    136,027        181,634        34   

Monthly adjusted revenue per pet

  $ 42.30      $ 43.12        2   

Average monthly retention

    98.56     98.65  

 

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Total revenue increased by $7.8 million to $25.6 million for the three months ended March 31, 2014, or 44%. Revenue for our subscription business segment increased by $6.1 million to $23.1 million for the three months ended March 31, 2014, or 36%. The increase in subscription business revenue was primarily due to a 34% increase in enrolled pets compared to March 31, 2013, in addition to a slight increase in adjusted revenue per pet month primarily due to pricing increases. The impact of pricing increases was partially offset by a higher percentage of newly enrolled pets in the United States as compared to Canada, for which the monthly adjusted revenue per pet is lower, and approximately a $0.6 million impact of foreign exchange rates on our Canadian dollar-denominated revenue. Revenue from our other business segment increased $1.7 million to $2.6 million for the three months ended March 31, 2014, or 209%. Revenue in our other business segment increased primarily as a result of the policies written for the unaffiliated managing general agent being fully transferred from its previous insurance company, whereas only a portion of such policies were transferred from its previous insurance company during the three months ended March 31, 2013.

Cost of Revenue

 

     THREE MONTHS ENDED
MARCH  31,
    2014 TO  2013
% CHANGE
 
         2013             2014        
     (in thousands, except
percentages)
       

Cost of Revenue:

      

Subscription business:

      

Claims expenses

   $ 11,744      $ 16,104        37

Other cost of revenue

     1,729        2,498        44   
  

 

 

   

 

 

   

Total cost of revenue

     13,473        18,602        38   

Gross profit

     3,544        4,487        27   

Other business:

      

Claims expenses

     379        930        145   

Other cost of revenue

     382        1,352        254   
  

 

 

   

 

 

   

Total cost of revenue

     761        2,282        200   

Gross profit

     64        269        320   

Percentage of Revenue by Segment:

      

Subscription business:

      

Claims expenses

     69     70  

Other cost of revenue

     10        11     

Total cost of revenue

     79        81     

Gross profit

     21        19     

Other business:

      

Claims expenses

     46        36     

Other cost of revenue

     46        53     

Total cost of revenue

     92        89     

Gross profit

     8        11     

Cost of revenue for our subscription business segment increased $5.1 million to $18.6 million for the three months ended March 31, 2014, or 38%. This increase was primarily as a result of the $4.4 million increase in claims expenses resulting from the 34% increase in enrolled pets, offset by a $0.4 million benefit from fluctuating foreign exchange rates on our Canadian dollar-denominated payments to Canadian members. The other cost of revenue in our subscription business segment increased $0.8 million due to an increase in enrolled pets and $0.2 million due to an increase in compensation expenses and related costs primarily as a result of increased headcount.

 

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Cost of revenue for our other business segment increased $1.5 million to $2.3 million for the three months ended March 31, 2014 as a result of all of the policies written for the unaffiliated managing general agent being fully transferred from its previous insurance company, whereas only a portion of such policies were transferred from its previous insurance company during the three months ended March 31, 2013.

Sales and Marketing Expenses

 

     THREE MONTHS ENDED
MARCH 31,
  2014 TO 2013
% CHANGE
    

    2013    

 

    2014    

 
     (in thousands, except
percentages and
per pet data)
   

Sales and marketing

     $ 2,572       $ 2,646         3 %

Percentage of total revenue

       14 %       10 %       (29 )

Subscription Business:

            

Average pet acquisition cost (PAC)

     $ 132       $ 111         (16 )

Sales and marketing expenses remained relatively consistent between periods with only a $0.1 million increase in total expenses for the three months ended March 31, 2014. This slight increase was related to a $0.2 million increase in new marketing initiatives offset by a reduction of $0.1 million in trade show-related expenses. This increase in sales and marketing expenses did not correlate directly with the increase in enrolled pets primarily due to the realization of economies of scale in our operations, which resulted in a decrease in pet acquisition cost of 16% from $132 for the three months ended March 31, 2013 to $111 for the three months ended March 31, 2014.

Technology and Development Expenses

 

     THREE MONTHS ENDED
MARCH 31,
  2014 TO 2013
% CHANGE
    

    2013    

 

    2014    

 
     (in thousands, except
percentages)
   

Technology and development expenses

     $     883       $ 2,200         149 %

Percentage of total revenue

       5 %       9 %    

Technology and development expenses increased $1.4 million to $2.2 million for the three months ended March 31, 2014, or 149%. Of this increase, $1.1 million was due to investments to support new technology to enhance our member experience, which increased from $0.2 million for the three months ended March 31, 2013. In addition, $0.2 million was related to an increase in compensation expense and related costs as a result of increased headcount and $0.1 million was related to changes in technology infrastructure.

General and Administrative Expenses

 

     THREE MONTHS ENDED
MARCH 31,
  2014 TO 2013
% CHANGE
    

    2013    

 

    2014    

 
     (in thousands, except
percentages)
   

General and administrative expenses

     $ 1,927       $ 2,786         45 %

Percentage of total revenue

       11 %       11 %    

General and administrative expenses increased $0.8 million to $2.8 million for the three months ended March 31, 2014, or 45%. General and administrative expenses, however, remained consistent as a percentage of revenue between periods. The increase in general and administrative expenses was primarily attributable to preparation to become a public company. Specifically, $0.4 million was the result of increased compensation expense and related costs as a result of increased headcount and $0.3 million was the result of increased legal and accounting fees.

 

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Table of Contents

Other Expense, Net

 

     THREE MONTHS ENDED
MARCH 31,
   2014 TO 2013
% CHANGE
    

    2013    

  

    2014    

  
     (in thousands, except percentages)     

Interest expense

     $     120        $ 736          513 %

Other expense, net

       111          1,286          NM   
    

 

 

      

 

 

      

Total other expense, net

     $ 231        $   2,022          775  
    

 

 

      

 

 

      

Other expense, net increased $1.8 million to $2.0 million for the three months ended March 31, 2014. The increase in other expense, net was primarily attributable to a $1.0 million increase due to the revaluation of warrants classified as liabilities on our consolidated balance sheet and a $0.7 million increase in interest expense and accretion of a debt discount on debt issued during 2013.

Comparison of Years Ended December 31, 2011, 2012 and 2013

Revenue

 

    YEARS ENDED DECEMBER 31,   2012 TO 2011
% CHANGE
  2013 TO 2012
% CHANGE
          2011               2012               2013          
    (in thousands, except percentages, pet and per pet data)    

Revenue:

                   

Subscription business

    $ 37,045       $ 55,352       $ 76,818         49 %       39 %

Other business

      —           178         7,011         NM          NM   
   

 

 

     

 

 

     

 

 

         

Total revenue

    $ 37,045       $ 55,530       $ 83,829         50          51   

Percentage of Revenue by Segment:

                   

Subscription business

      100 %       100 %       92 %        

Other business

      —           —           8          
   

 

 

     

 

 

     

 

 

         

Total revenue

      100 %       100 %       100 %        

Subscription Business:

                   

Total pets enrolled

      88,707