TRUPANION, INC. – 10-Q – Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
We provide medical insurance for cats and dogs throughoutthe United States ,Canada ,Puerto Rico , andAustralia . Our data-driven, vertically-integrated approach enables us to provide pet owners with products that offer what we believe is the highest value medical insurance, priced specifically for each pet's unique characteristics and coverage level. Our growing and loyal membership base provides us with highly predictable and recurring revenue. We operate our subscription business segment similar to other subscription-based businesses, with a focus on achieving a target margin prior to our new pet acquisition expense and acquiring as many pets as possible at our targeted average estimated internal rate of return. We operate in two business segments: subscription business and other business. We generate revenue in our subscription business segment primarily by subscription fees from our direct-to-consumer products. Fees are paid at the beginning of each subscription period, which automatically renews on a monthly basis. We generate revenue in our other business segment primarily by writing policies on behalf of third parties. We do not undertake the marketing efforts for these policies and have a business-to-business relationship with these third parties. Our other business segment also includes revenue from other products and software solutions that have a different margin profile from our subscription business. We generate leads for our subscription business segment from a diverse set of member acquisition channels, which we then convert into members through our contact center, website and other direct-to-consumer activities. These channels include leads from third-parties such as veterinarians and referrals from existing members. Veterinary hospitals represent our largest referral source. We engage our "Territory Partners " to have face-to-face visits with veterinarians and their staff.Territory Partners are dedicated to cultivating direct veterinary relationships and building awareness of the benefits of high quality medical insurance to veterinarians and their clients. Veterinarians then educate pet owners, who visit our website or call our contact center to learn more about, and potentially enroll in,Trupanion . We also receive a significant number of new leads from existing members adding pets and referring their friends and family members. Our direct-to-consumer acquisition channels serve as important resources for pet owner education and drive new member leads and conversion. We monitor average pet acquisition cost to evaluate the efficiency in acquiring new members and measure effectiveness based on our targeted return on investment.
Our Response to the COVID-19 Pandemic
We have not experienced a material adverse impact on our business due to COVID-19, but we continue to monitor conditions closely and adapt our operations to meet federal, state and local guidance. Our focus remains on promoting employee health and safety, serving our members and ensuring business continuity. OurSeattle headquarters is now open for those who want to work in that office, in compliance with applicable regulations and guidance.
The impacts of COVID-19 and related economic conditions on our results are
highly uncertain and in many ways outside of our control. The scope, duration
and magnitude of the direct and indirect effects of COVID-19 are evolving
rapidly and in ways that are difficult, if possible, to anticipate. For
additional details, see the section titled "Risk Factors."
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Key Operating Metrics
The following table sets forth total pets enrolled and key operating metrics for
our subscription business for each of the last eight fiscal quarters.
Three Months Ended Mar. 31, 2022 Dec. 31, 2021 Sept. 30, 2021 Jun. 30, 2021 Mar. 31, 2021 Dec. 31, 2020 Sept. 30, 2020 Jun. 30, 2020 Total Business: Total pets enrolled (at period end) 1,267,253 1,176,778 1,104,376 1,024,226 943,854 862,928 804,251 744,727 Subscription Business: Total subscription pets enrolled (at period end) 736,691 704,333 676,463 643,395 609,835 577,957 552,909 529,400 Monthly average revenue per pet$ 64.21 $ 63.89 $ 63.60 $ 63.69 $ 62.97 $ 62.03
$ 60.87 $ 59.40 Lifetime value of a pet, including fixed expenses$ 730 $ 717 $ 697$ 681 $ 684 $ 653 $ 615$ 597 Average pet acquisition cost (PAC)$ 301 $ 306 $ 280$ 284 $ 279 $ 272 $ 261$ 199 Average monthly retention 98.75 % 98.74 %
98.72 % 98.72 % 98.73 % 98.71 % 98.69 % 98.66 % Total pets enrolled. Total pets enrolled reflects the number of subscription pets or pets enrolled in one of the insurance products offered in our other business segment at the end of each period presented. We monitor total pets enrolled because it provides an indication of the growth of our consolidated business. Total subscription pets enrolled. Total subscription pets enrolled reflects the number of pets in active memberships at the end of each period presented. We monitor total subscription pets enrolled because it provides an indication of the growth of our subscription business. Monthly average revenue per pet. Monthly average revenue per pet is calculated as amounts billed in a given period for subscriptions divided by the total number of subscription pet months in the period. Total subscription pet months in a period represents the sum of all subscription pets enrolled for each month during the period. We monitor monthly average revenue per pet because it is an indicator of the per pet unit economics of our subscription business. Lifetime value of a pet, including fixed expenses. Lifetime value of a pet, including fixed expenses, is calculated based on subscription revenue less cost of revenue from our subscription business segment for the 12 months prior to the period end date excluding stock-based compensation expense related to cost of revenue from our subscription business segment, sign-up fee revenue and the change in deferred revenue between periods. This amount is also reduced by the fixed expenses related to our subscription business, which are the pro-rata portion of general and administrative and technology and development expenses, less stock-based compensation, based on revenues. This amount, on a per pet basis, is multiplied by the implied average subscriber life in months. Implied average subscriber life in months is calculated as the quotient obtained by dividing one by one minus the average monthly retention rate. We monitor lifetime value of a pet, including fixed expenses, to estimate the value we might expect from new pets over their implied average subscriber life in months, if they behave like the average pet in that respective period. When evaluating the amount of pet acquisition expenses we may want to incur to attract new pet enrollments, we refer to the lifetime value of a pet, including fixed expenses, as well as our estimated internal rate of return calculation for an average pet, which also includes an estimated surplus capital charge, to inform the amount of acquisition spend in relation to the estimated payback period. 16 -------------------------------------------------------------------------------- Average pet acquisition cost. Average pet acquisition cost (PAC) is calculated as net acquisition cost divided by the total number of new subscription pets enrolled in that period. Net acquisition cost, a non-GAAP financial measure, is calculated in a reporting period as new pet acquisition expense, excluding stock-based compensation expense and other business segment expense, offset by sign-up fee revenue. We exclude stock-based compensation expense because the amount varies from period to period based on number of awards issued and market-based valuation inputs. We offset sign-up fee revenue because it is a one-time charge to new members collected at the time of enrollment used to partially offset initial setup costs, which are included in new pet acquisition expenses. We exclude other business segment pet acquisition expense because that does not relate to subscription enrollments. We monitor average pet acquisition cost to evaluate the efficiency in acquiring new members and measure effectiveness based on our targeted return on investment. Average monthly retention. Average monthly retention is measured as the monthly retention rate of enrolled subscription pets for each applicable period averaged over the 12 months prior to the period end date. As such, our average monthly retention rate as ofMarch 31, 2022 is an average of each month's retention fromApril 1, 2021 throughMarch 31, 2022 . We calculate monthly retention as the number of pets that remain after subtracting all pets that cancel during a month, including pets that enroll and cancel within that month, divided by the total pets enrolled at the beginning of that month. We monitor average monthly retention because it provides a measure of member satisfaction and allows us to calculate the implied average subscriber life in months.
Non-GAAP Financial Measures
In addition to our results determined in accordance withU.S. GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP financial measures, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for, the directly comparable financial measures prepared in accordance with GAAP. We calculate these non-GAAP financial measures by excluding certain non-cash or non-recurring expenses. We exclude business combination transaction cost as it is non-recurring and not indicative of our operating performance. We exclude stock-based compensation as it is non-cash in nature. Although stock-based compensation expenses are expected to remain recurring expenses for the foreseeable future, we believe excluding them allows investors to make meaningful comparisons between our recurring core business operating results and those of other companies. We define non-GAAP development expenses as operating expenses incurred to develop new products and offerings that are pre-revenue. We define non-GAAP fixed expenses as the total of Technology and Development expense and General and Administrative expense, less stock-based compensation expense, business combination transaction cost, and development expenses related to exploring and developing new products and offerings that are in the pre-revenue stage. 17 -------------------------------------------------------------------------------- The following table presents the reconciliation of our non-GAAP financial measures from corresponding GAAP measures for the periods presented (in thousands): Three Months EndedMar. 31, 2022 Dec. 31, 2021 Sept. 30, 2021 Jun. 30, 2021 Mar. 31, 2021 Dec. 31, 2020 Sept. 30, 2020 Jun. 30, 2020 Veterinary invoice expense$ 144,926 $ 132,852 $ 125,058 $ 118,282 $ 109,870 $ 98,169 $ 91,266 $ 82,049 Less: Stock-based compensation expense1 (1,173) (798) (769) (672) (2,299) (358) (337) (245) Other business cost of paying veterinary invoices (44,336) (38,009) (34,432) (31,029) (26,144) (22,254) (19,394)
(16,019)
Subscription cost of paying veterinary invoices (non-GAAP)$ 99,417 $ 94,045 $ 89,857 $ 86,581 $ 81,427 $ 75,557 $ 71,535 $ 65,785 % of subscription revenue 71.1 % 70.1 % 70.7 % 71.9 % 71.9 % 71.0 % 72.0 % 71.2 % Other cost of revenue$ 31,179 $ 30,992 $ 28,443 $ 25,433 $ 23,715 $ 20,925 $ 18,265 $ 16,004 Less: Stock-based compensation expense1 (631) (581) (542) (552) (935) (168) (111) (99) Other business variable expenses (16,506) (17,208) (15,315) (12,940) (11,904) (11,079) (9,039)
(7,440)
Subscription variable expenses (non-GAAP)$ 14,042 $ 13,203 $ 12,586 $ 11,941 $ 10,876 $ 9,678 $ 9,115 $ 8,465 % of subscription revenue 10.0 % 9.8 % 9.9 % 9.9 % 9.6 % 9.1 % 9.2 % 9.2 % Technology and development expense$ 5,229 $ 4,665 $ 4,391 $ 4,079 $ 3,731 $ 3,108 $ 2,426 $ 2,293 General and administrative expense 9,366 8,996 8,246 7,435 7,216 6,502 5,412 5,073 Less: Stock-based compensation expense1 (3,226) (3,293) (3,020) (3,122) (2,483) (1,275) (1,241)
(1,208)
Business combination transaction costs - - - - (82) (522) - - Development expenses (1,258) (858) (919) (1,121) (821) (339) - - Fixed expenses (non-GAAP)$ 10,111 $ 9,510 $ 8,698 $ 7,271 $ 7,561 $ 7,474 $ 6,597 $ 6,158 % of total revenue 4.9 % 4.9 % 4.8 % 4.3 % 4.9 % 5.2 % 5.1 % 5.2 % New pet acquisition expense$ 21,627 $ 19,845 $ 19,708 $ 19,390 $ 19,704 $ 14,809 $ 13,344 $ 9,242 Less: Stock-based compensation expense1 (2,328) (2,136) (2,112) (2,181) (2,731) (801) (741)
(675)
Other business pet acquisition expense (109) (76) (134) (118) (171) (201) (265) (191) Subscription acquisition cost (non-GAAP)$ 19,190 $ 17,633 $ 17,462 $ 17,091 $ 16,802 $ 13,807 $ 12,338 $ 8,376 % of subscription revenue 13.7 % 13.1 % 13.7 % 14.2 % 14.8 % 13.0 % 12.4 % 9.1 %
1Trupanion employees may elect to take restricted stock units in lieu of cash payment for their bonuses. We account for such expense as stock-based compensation according to GAAP, but we do not include it in any
non-GAAP adjustments. Stock-based compensation associated with bonuses was approximately
18 -------------------------------------------------------------------------------- When determining our PAC, we calculate net acquisition cost for a more comparable metric across periods. Net acquisition cost, a non-GAAP financial measure, is calculated in a reporting period as GAAP new pet acquisition expense, excluding stock-based compensation expense and other business segment expense, offset by sign-up fee revenue. We exclude stock-based compensation expense because the amount varies from period to period based on the number of awards issued and market-based valuation inputs. We offset sign-up fee revenue because it is a one-time charge to new members collected at the time of enrollment used to partially offset initial setup costs, which are included in new pet acquisition expenses. We exclude other business segment pet acquisition expense because it does not relate to subscription enrollments.
The following table reconciles GAAP new pet acquisition expense to non-GAAP net
acquisition cost (in thousands) for each of the last eight fiscal quarters:
Three Months Ended Sept. 30, Sept. 30, Jun. 30, Mar. 31, 2022 Dec. 31, 2021 2021 Jun. 30, 2021 Mar. 31, 2021 Dec. 31, 2020 2020 2020 New pet acquisition expense$ 21,627 $ 19,845 $ 19,708 $ 19,390 $ 19,704 $ 14,809 $ 13,344 $ 9,242 Net of sign-up fee revenue (1,202) (1,162) (1,268) (1,260) (1,264) (919) (827) (781) Excluding: Stock-based compensation expense (2,328) (2,136) (2,112) (2,181) (2,731) (801) (741) (675) Other business pet acquisition expense (109) (76) (134) (118) (171) (201) (265) (191)
Net acquisition cost
Components of Operating Results
General
We operate in two business segments: subscription business and other business. Our subscription business segment primarily relates to subscription fees from our direct to consumer products. Our other business segment includes revenue from other product offerings that generally have a business-to-business relationship and different margin profiles than our subscription segment, including revenue from writing policies on behalf of third parties and revenue from other products and software solutions.
Revenue
We generate revenue in our subscription business segment primarily from subscription fees for our pet medical insurance. Fees are paid at the beginning of each subscription period, which automatically renews on a monthly basis. In most cases, our members authorize us to directly charge their credit card, debit card or bank account through automatic funds transfer. Subscription revenue is recognized on a pro rata basis over the 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 on behalf of third parties where we do not undertake the direct consumer marketing. This segment also includes revenue from other products and software solutions that have a different margin profile from our subscription business. 19
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Cost of Revenue
Cost of revenue in each of our segments is comprised of the following:
Veterinary invoice expense
Veterinary invoice expense includes our costs to review veterinary invoices, administer the payments, and provide member services, and other operating expenses directly or indirectly related to this process. We also accrue for veterinary invoices that have been incurred but not yet received. This also includes amounts paid by unaffiliated general agents, and an estimate of amounts incurred and not yet paid for our other business segment.
Other cost of revenue
Other cost of revenue for the subscription business segment includes direct and indirect member service expenses, Territory Partner renewal fees, credit card transaction fees and premium tax expenses. Other cost of revenue for the other business segment includes the commissions we pay to unaffiliated general agents, costs to administer the programs in the other business segment and premium taxes on the sales in this segment. Operating Expenses Our operating expenses are classified into four categories: technology and development, general and administrative, new pet acquisition expense, and depreciation and amortization. For each category, excluding depreciation and amortization, the largest component is personnel costs, which include salaries, employee benefit costs, bonuses and stock-based compensation expense.
Technology and development
Technology and development expenses primarily consist of personnel costs and related expenses for our technology staff, which includes information technology development and infrastructure support, including third-party services. It also includes expenses associated with development of new products and offerings.
General and administrative
General and administrative expenses consist primarily of personnel costs and related expenses for our finance, actuarial, human resources, regulatory, legal and general management functions, as well as facilities and professional services.
New pet acquisition expense
New pet acquisition expenses primarily consist of costs, including employee compensation, to educate veterinarians and consumers about the benefits ofTrupanion , to generate leads and to convert leads into enrolled pets, as well as print, online and promotional advertising costs. New pet acquisition expense was previously termed "sales and marketing" on the consolidated statement of operations. This update represents a change in name only. It does not denote a change in method of accounting.
Depreciation and amortization
Depreciation and amortization expenses consist of depreciation of property,
equipment, and software developed for internal use, as well as amortization of
finite-lived intangible assets.
Gain (loss) from investment in joint venture
Gain (loss) from investment in joint venture consists of the share of income and losses from our equity method investment in a joint venture, as well as income and expenses associated with administrative services provided to the joint venture.
Stock-based compensation
Stock-based compensation is included in the cost and expense line items above. Stock-based compensation will vary depending on corporate performance, pursuant to our pre-approved equity incentive plan. For example, when we have delivered strong performance, stock-based compensation may increase as a result of incentive-based awards under our equity incentive plan. 20 --------------------------------------------------------------------------------
Factors Affecting Our Performance
Average monthly retention. Our performance depends on our ability to continue to retain our existing and newly enrolled pets and is impacted by our ability to provide a best-in-class value and member experience. Our ability to retain enrolled pets depends on a number of factors, including the actual and perceived value of our services and the quality of our member experience, the ease and transparency of the process for reviewing and paying veterinary invoices for our members, and the competitive environment. In addition, other initiatives across our business may temporarily impact retention and make it difficult for us to improve or maintain this metric. For example, if the number of new pets enrolled increases at a faster rate than our historical experience, our average monthly retention rate could be adversely impacted, as our retention rate is generally lower during the first year of member enrollment. Investment in pet acquisition. We have made and plan to continue to make significant investments to grow our member base. Our net acquisition cost and the number of new members we enroll depends on a number of factors, including the amount we elect to invest in pet acquisition activities in any particular period in the aggregate and by channel, the frequency of existing members adding a pet or referring their friends or family, the effectiveness of our sales execution and marketing initiatives, changes in costs of media, the mix of our pet acquisition expenditures and the competitive environment. Our average pet acquisition cost has in the past significantly varied, and in the future may significantly vary, from period to period based upon specific marketing initiatives and estimated rates of return on pet acquisition spend. We also regularly test new member acquisition channels and marketing initiatives, which may be more expensive than our traditional marketing channels and may increase our average acquisition costs. We continually assess our pet acquisition activities by monitoring the estimated return on PAC spend both on a detailed level by acquisition channel and in the aggregate. Timing of initiatives. Over time we plan to implement new initiatives to improve our member experience, make modifications to our subscription plan, introduce new coverage plans, pursue pet food or other adjacent opportunities, improve our technology, increase the number of veterinary hospitals using our direct pay software, and find other ways to maintain a strong value proposition for our members. These initiatives will sometimes be accompanied by price adjustments, in order to compensate for an increase in benefits received by our members. The implementation of such initiatives may not always coincide with the timing of price adjustments, resulting in fluctuations in revenue and profitability in our subscription business segment. Geographic mix of sales. The relative mix of our business betweenthe United States andCanada impacts the monthly average revenue per pet we receive. Prices for our plan inCanada are generally higher than inthe United States (in local currencies), which is consistent with the relative cost of veterinary care in each country. As our mix of business betweenthe United States andCanada changes, our metrics, such as our monthly average revenue per pet, and our exposure to foreign exchange fluctuations will be impacted. Any expansion into other international markets could have similar effects. Other business segment. Our other business segment primarily includes other product offerings that generally have a business-to-business relationship. These products have been in the past, and may be in the future, materially different from our subscription segment. Our relationships in our other business segment are generally subject to termination provisions and are non-exclusive. Accordingly, we cannot control the volume of business, even if a contract is not terminated. Loss of an entire program via contract termination could result in the associated policies and revenue being lost over a period of 12 to 18 months, which could have a material impact on our results of operations. We may enter into additional relationships in the future to the extent we believe they will be profitable to us, which could also impact our operating results. 21 --------------------------------------------------------------------------------
Results of Operations
The following tables set forth our results of operations for the periods
presented both in absolute dollars and as a percentage of total revenue for
those periods. The period-to-period comparison of financial results is not
necessarily indicative of future results.
Three Months Ended March 31, 2022 2021 (in thousands) Revenue: Subscription business$ 139,839 $ 113,292 Other business 66,160 41,393 Total revenue 205,999 154,685 Cost of revenue: Subscription business(1) 115,263 95,537 Other business 60,842 38,048 Total cost of revenue 176,105 133,585 Operating expenses: Technology and development(1) 5,229 3,731 General and administrative(1) 9,366 7,216 New pet acquisition expense(1)
21,627 19,704
Depreciation and amortization 2,717 3,093 Total operating expenses 38,939 33,744 Loss from investment in joint venture (69) (85) Operating loss (9,114) (12,729) Interest expense 79 (2) Other income, net (314) (62) Loss before income taxes (8,879) (12,665) Income tax benefit (24) (217) Net loss$ (8,855) $ (12,448)
(1) Includes stock-based compensation expense as follows:
Three Months Ended March 31, 2022 2021 (in thousands) Cost of revenue$ 1,836 $ 3,234 Technology and development 908 664 General and administrative 2,423 1,819 New pet acquisition expense 2,382 2,731 Total stock-based compensation expense$ 7,549 $ 8,448 22
-------------------------------------------------------------------------------- Three Months Ended March 31, 2022 2021 (as a percentage of revenue) Revenue 100 % 100 % Cost of revenue 85 86 Operating expenses: Technology and development 3 2 General and administrative 5 5 New pet acquisition expense 10 13 Depreciation and amortization 1 2 Total operating expenses 19 22 Gain (loss) from investment in joint venture - - Operating loss (4) (8) Interest expense - - Other income, net - - Loss before income taxes (4) (8) Income tax benefit - - Net loss (4) % (8) % Stock-based compensation expense:
Three Months Ended
2022 2021 (as a percentage of revenue) Cost of revenue 1 % 2 % Technology and development - - General and administrative 1 1 New pet acquisition expense 1 2 Total stock-based compensation expense 4 % 5 % Three Months Ended March 31, 2022 2021 (as a percentage of subscription revenue) Subscription business revenue 100 % 100 % Subscription business cost of revenue 82 84 23
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Comparison of the Three Months Ended
Revenue Three Months Ended March 31, 2022 2021 % Change (in thousands, except percentages, pet and per pet data) Revenue: Subscription business$ 139,839 $ 113,292 23 % Other business 66,160 41,393 60 Total revenue$ 205,999 $ 154,685 33 Percentage of Revenue by Segment: Subscription business 68 % 73 % Other business 32 27 Total revenue 100 % 100 % Total pets enrolled (at period end) 1,267,253 943,854 34 Total subscription pets enrolled (at period end) 736,691 609,835 21 Monthly average revenue per pet$ 64.21 $ 62.97 2 Average monthly retention 98.75 % 98.73 % Three months endedMarch 31, 2022 compared to three months endedMarch 31, 2021 . Total revenue increased by$51.3 million , or 33%, to$206.0 million for the three months endedMarch 31, 2022 . Revenue from our subscription business segment increased by$26.5 million , or 23%, to$139.8 million . This increase was primarily due to a 21% increase in total subscription pets enrolled as ofMarch 31, 2022 compared to a year ago, and a 2% year over year increase in average revenue per pet. Increases in pricing resulted from updates based on pricing more accurately to our value proposition. Revenue from our other business segment increased by$24.8 million , or 60%, to$66.2 million for the three months endedMarch 31, 2022 , primarily due to a 59% increase in enrolled pets in this segment. 24 --------------------------------------------------------------------------------
Cost of Revenue Three Months Ended March 31, 2022 2021 % Change (in thousands, except percentages, pet and per pet data) Cost of Revenue: Subscription business: Veterinary invoice expense$ 100,590 $ 83,726 20 % Other cost of revenue 14,673 11,811 24 Total cost of revenue 115,263 95,537 21 Other business: Veterinary invoice expense 44,336 26,144 70 Other cost of revenue 16,506 11,904 39 Total cost of revenue$ 60,842 $ 38,048 60 Percentage of Revenue by Segment: Subscription business: Veterinary invoice expense 72 % 74 % Other cost of revenue 10 10 Total cost of revenue 82 84 Other business: Veterinary invoice expense 67 63 Other cost of revenue 25 29 Total cost of revenue 92 % 92 % Total pets enrolled (at period end) 1,267,253 943,854 34 Total subscription pets enrolled (at period end) 736,691 609,835 21 Monthly average revenue per pet$ 64.21 $ 62.97 2 Three months endedMarch 31, 2022 compared to three months endedMarch 31, 2021 . Cost of revenue for our subscription business segment was$115.3 million for the three months endedMarch 31, 2022 , compared to$95.5 million for the same period in the prior year. The increase of 21% in subscription cost of revenue was primarily the result of a 21% increase in subscription pets enrolled. Cost of revenue for our other business segment increased by$22.8 million , or 60%, to$60.8 million for the three months endedMarch 31, 2022 , primarily due to the increase in enrolled pets in this segment. 25 --------------------------------------------------------------------------------
Technology and Development Expenses
Three Months Ended March 31, 2022 2021 % Change (in thousands, except percentages)
Technology and development$ 5,229 $ 3,731 40 % Percentage of total revenue 3 % 2 % Three months endedMarch 31, 2022 compared to three months endedMarch 31, 2021 . Technology and development expenses increased by$1.5 million , or 40%, to$5.2 million for the three months endedMarch 31, 2022 . The increase was primarily due to increased headcount and related compensation expense. Additionally, development expense associated with developing new products and offerings was$1.2 million , or 0.6% of our total revenue, for the three months endedMarch 31, 2022 . It increased by$0.4 million year over year, as a result of expenditures and investment in several pre-revenue initiatives. Excluding stock-based compensation, technology and development expenses in total remained consistent at approximately 2% as a percentage of revenue year over year.
General and Administrative Expenses
Three Months Ended March 31, 2022 2021 % Change (in thousands, except percentages)
General and administrative$ 9,366 $ 7,216 30 % Percentage of total revenue 5 % 5 % Three months endedMarch 31, 2022 compared to three months endedMarch 31, 2021 . General and administrative expenses increased by$2.2 million , or 30%, to$9.4 million for the three months endedMarch 31, 2022 . The increase in expense was primarily due to a$1.1 million increase in compensation expense related primarily to increased headcount, a$0.5 million increase in stock-based compensation, a$0.4 million increase in legal, tax and other professional service fees, and a$0.2 million increase in facilities-related expenses. General and administrative expenses remained consistent at approximately 5% of total revenue. New Pet Acquisition Expense Three Months Ended March 31, 2022 2021 % Change (in thousands, except percentages, pet and per pet data) New pet acquisition expense$ 21,627 $ 19,704 10 % Percentage of total revenue 10 % 13 % Subscription Business: Total subscription pets enrolled (at period end) 736,691 609,835 21 Average pet acquisition cost (PAC)$ 301 $ 279 8 Three months endedMarch 31, 2022 compared to three months endedMarch 31, 2021 . New pet acquisition expense increased by$1.9 million , or 10%, to$21.6 million for the three months endedMarch 31, 2022 , contributing to a 21% increase in total subscription pets enrolled year over year. The$1.9 million increase was primarily attributable to a$2.0 million increase in expenses to generate leads and increase conversion rates. 26 --------------------------------------------------------------------------------
Depreciation and Amortization
Three Months Ended March 31, 2022 2021 % Change (in thousands, except percentages) Depreciation and amortization$ 2,717 $ 3,093 (12)% Percentage of total revenue 1 % 2 % Three months endedMarch 31, 2022 compared to three months endedMarch 31, 2021 . Depreciation and amortization expense decreased by$0.4 million , or 12%, to$2.7 million for the three months endedMarch 31, 2022 . Depreciation and amortization expense as a percentage of total revenue decreased from 2% to 1% year over year, primarily due to the growth of our business and total revenue.
Stock-Based Compensation
Three months endedMarch 31, 2022 compared to three months endedMarch 31, 2021 . Stock-based compensation is included in the cost and expense line items in the consolidated statements of operations, discussed above. The amount of stock-based compensation recognized largely reflects the timing and vesting of performance grants, calculated according to our equity incentive plan. Stock-based compensation expense in total was$7.5 million during the period, a decrease from$8.4 million in the prior year period, largely due to a one-time 2020 performance grant, shared with the entire team and fully vested in the first quarter of 2021. 27 --------------------------------------------------------------------------------
Liquidity and Capital Resources
The following table summarizes our cash flows for the periods indicated (in thousands): Three Months Ended March 31, 2022 2021 Net cash used in operating activities$ (3,590) $ (1,735) Net cash used in investing activities (14,251) (4,602) Net cash provided by (used in) financing activities 52,765 (643)
Effect of foreign exchange rates on cash, cash equivalents, and
restricted cash, net
139 230
Net change in cash, cash equivalents and restricted cash
Our primary requirements for liquidity are paying veterinary invoices, funding operations and regulatory capital requirements, investing in new member acquisition, investing in enhancements to our member experience, and servicing debt. We have certain contractual obligations in the normal course of business, including obligations and commitments relating to our credit facility, non-cancellable vendor purchase agreements, as well as future payments of veterinary invoice claims. Refer to Note 7, Reserve for Veterinary Invoices, and Note 8, Debt, included in Item 1 of Part I of this 10-Q, for further details on anticipated cash outflows. Our primary sources of liquidity are cash provided by operations and available borrowings from our credit facility. InMarch 2022 , we entered into a credit agreement that provided us with up to$150.0 million of credit. We believe these sources are sufficient to fund our operations and regulatory capital requirements for the next 12 months. As we continue to grow and consider strategic opportunities, however, we may explore additional financing to fund our operations and growth or to meet regulatory capital requirements. Financing could include equity, equity-linked, or debt financing. Additional financing may not be available to us on acceptable terms, or at all. As ofMarch 31, 2022 , we had$259.0 million in cash, cash equivalents and short-term investments and$90.0 million available under our Credit Facility. Most of the assets in our insurance subsidiaries are subject to certain capital and dividend rules and regulations prescribed by jurisdictions in which they are authorized to operate. As ofMarch 31, 2022 , total assets and liabilities held outside of our insurance entities were$254.3 million and$87.4 million , respectively, including$8.3 million of cash and cash equivalents that were segregated from other operating funds and held in trust for the payment of veterinary invoices on behalf of our insurance subsidiaries. For further information, refer to "-Regulation". InApril 2021 , our board of directors approved a share repurchase program, pursuant to which the Company may, betweenMay 2021 andMay 2026 , repurchase outstanding shares of our common stock. While our board of directors has approved the program, any repurchase will be subject to quarterly assessments based on parameters we set. We cannot predict the timing or extent of any repurchases of shares of common stock, as such repurchases will depend on a number of factors, some of which are beyond our control. These include uses of capital in a given quarter, available cash, our stock price relative to our estimated intrinsic value, and general market conditions. We have not repurchased any shares under this program.
Operating Cash Flows
We derive operating cash flows primarily from the sale of our subscription plans, which is used to pay veterinary invoices and other cost of revenue. Additionally, cash is used to support the growth of our business by reinvesting to acquire new pet enrollments and to fund projects that improve our members' experience. Net cash used in operating activities was$3.6 million for the three months endedMarch 31, 2022 , compared to$1.7 million net cash used in operating activities for the three months endedMarch 31, 2021 . The change was primarily driven by increased pet acquisition spend during the current period to drive new pet enrollments and future growth, faster payment of veterinary invoices as a result of increased utilization of claims automation, as well as timing differences between collections from members and payments of veterinary invoices and payments to vendors. Changes in accounts receivable and deferred revenue were primarily related to annual policies with monthly payment terms within our other business segment. Investing Cash Flows Net cash used in investing activities was$14.3 million for the three months endedMarch 31, 2022 , primarily related to net purchase of investments to increase our statutory capital, as well as purchases of property, equipment and intangible assets, primarily related to development of internal use software focused on new product initiatives and member experience improvements. 28 --------------------------------------------------------------------------------
Financing Cash Flows
Net cash provided by financing activities was$52.8 million for the three months endedMarch 31, 2022 , compared to$0.6 million net cash used in financing activities during the same period in the prior year, primarily due to net proceeds from the initial term loan under the new Credit Facility which closed inMarch 2022 . Long-Term Debt
On
Note 8, Debt, included in Item 1 of Part I of this 10-Q, for further details.
Regulation As ofMarch 31, 2022 , our insurance entities collectively held$136.5 million in short-term investments and$211.1 million in other current assets, including$20.7 million held in cash and cash equivalents to be used for operating expenses of our insurance subsidiaries. Most of the assets in our insurance entities are subject to certain capital and dividend rules and regulations prescribed by jurisdictions in which they are authorized to operate. We expect our required capital held within our insurance entities to grow as our business grows.
The majority of our investments are held by our insurance entities to satisfy risk-based capital requirements of theNational Association of Insurance Commissioners (NAIC). The NAIC requirements provide a method for analyzing the minimum amount of risk-based capital (statutory capital and surplus plus other adjustments) appropriate for an insurance company to support its overall business operations, taking into account the risk characteristics of the company's assets, liabilities and certain other items. An insurance company found to have insufficient statutory capital based on its risk-based capital ratio may be subject to varying levels of additional regulatory oversight depending on the level of capital inadequacy. APIC must hold certain capital amounts in order to comply with the statutory regulations and, therefore, we cannot use these amounts for general operating purposes without regulatory approval. As our business grows, the amount of capital we are required to maintain to satisfy our risk-based capital requirements may increase significantly. As ofDecember 31, 2021 , APIC was required to maintain at least$116.0 million of risk-based capital to avoid this additional regulatory oversight. As of that date, APIC maintained$124.2 million of risk-based capital.
In 2021, we established two new wholly-owned insurance subsidiaries, ZPIC and QPIC, domiciled inMissouri andNebraska , respectively. We have funded required statutory capital to these new subsidiaries. As ofMarch 31, 2022 , neither ZPIC nor QPIC has begun underwriting any insurance policies.
WICL Segregated Account AX was established by WICL, withTrupanion, Inc. as the shareholder, to enter into a reinsurance agreement withOmega General Insurance Company . All of the assets and liabilities of WICL Segregated Account AX are legally segregated from other assets and liabilities within WICL, and all shares of the segregated account are owned byTrupanion, Inc. InMarch 2022 , our parent entity received a dividend of$6.9 million from WICL Segregated Account AX as allowed under our agreements with WICL. As required by the Office of the Superintendentof Financial Institutions regulations related to our reinsurance agreement withOmega General Insurance Company , we are required to maintain aCanadian Trust account with the greater of CAD$2.0 million or 120% of unearned Canadian premium plus 20% of outstanding Canadian claims, including all incurred but not reported claims. As ofDecember 31, 2021 , the account held CAD$7.7 million . Though we are not directly regulated by theBermuda Monetary Authority (BMA), WICL's regulation and compliance impacts us as it could have an adverse impact on the ability of WICL Segregated Account AX to pay dividends. WICL is regulated by the BMA under the Insurance Act of 1978 (Insurance Act) and the Segregated Accounts Company Act of 2000. The Insurance Act imposes onBermuda insurance companies, solvency and liquidity standards, certain restrictions on the declaration and payment of dividends and distributions, certain restrictions on the reduction of statutory capital, and auditing and reporting requirements, and grants the BMA powers to supervise and, in certain circumstances, to investigate and intervene in the affairs of insurance companies. Under the Insurance Act, WICL, as a class 3 insurer, is required to maintain available statutory capital and surplus at a level equal to or in excess of a prescribed minimum established by reference to net written premiums and loss reserves. 29 -------------------------------------------------------------------------------- Under the Bermuda Companies Act 1981, as amended, aBermuda company may not declare or pay a dividend or make a distribution out of contributed surplus if there are reasonable grounds for believing that: (a) the company is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the company's assets would thereby be less than its liabilities. The Segregated Accounts Company Act of 2000 further requires that dividends out of a segregated account can only be paid to the extent that the cell remains solvent and the value of its assets remain greater than the aggregate of its liabilities and its issued share capital and share premium accounts. Contractual Obligations We enter into long-term contractual obligations and commitments in the normal course of business, primarily debt obligations and non-cancellable vendor service agreements. Specifically, onMarch 25, 2022 , we entered into a$150.0 million credit agreement. Refer to Note 8, Debt, included in Item 1 of Part I of this 10-Q, for further details and future principal payment schedule.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported revenue and expenses during the reporting periods. Critical accounting estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Generally, we base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.
There have been no material changes to our critical accounting estimates as
compared to those described in our Annual Report on Form 10-K for the fiscal
year ended
30
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