Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 10, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | TRUPANION INC. | ||
Entity Central Index Key | 1,371,285 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 28,398,480 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 144,293,788 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenue | $ 146,963 | $ 115,910 | $ 83,829 |
Claims expenses | 103,324 | 79,913 | 56,637 |
Other cost of revenue | 18,410 | 16,123 | 11,548 |
Gross profit | 25,229 | 19,874 | 15,644 |
Sales and marketing | 15,231 | 11,608 | 9,091 |
Technology Services Costs | 11,215 | 9,899 | 4,888 |
General and administrative | 15,558 | 14,312 | 8,652 |
Total operating expenses | 42,004 | 35,819 | 22,631 |
Operating loss | (16,775) | (15,945) | (6,987) |
Interest expense | 325 | 6,726 | 609 |
Other (income) expense, net | (9) | (1,487) | 671 |
Loss before income taxes | (17,091) | (21,184) | (8,267) |
Income tax expense (benefit) | 114 | (7) | (92) |
Net loss | $ (17,205) | $ (21,177) | $ (8,175) |
Net loss per share: Basic and diluted (per share) | $ (0.62) | $ (1.64) | $ (6.23) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 27,638,443 | 12,934,477 | 1,312,019 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (17,205) | $ (21,177) | $ (8,175) |
Foreign currency translation adjustments | (517) | 65 | 85 |
Change in unrealized losses on available-for-sale securities | 4 | 110 | (107) |
Other comprehensive (loss) income, net of taxes | (513) | 175 | (22) |
Comprehensive loss | $ (17,718) | $ (21,002) | $ (8,197) |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets [Abstract] | ||
Cash and cash equivalents | $ 17,956 | $ 53,098 |
Short-term Investments | 25,288 | 22,371 |
Accounts and other receivables | 8,196 | 7,887 |
Prepaid expenses and other assets | 2,193 | 1,299 |
Total current assets | 53,633 | 84,655 |
Investments in fixed maturities, at fair value | 2,388 | 942 |
Equity Method Investments | 300 | 0 |
Property and equipment, net | 9,719 | 7,862 |
Intangible assets, net | 4,854 | 4,847 |
Other Assets, Noncurrent | 23 | 0 |
Total assets | 70,917 | 98,306 |
Liabilities and Equity [Abstract] | ||
Accounts payable | 1,289 | 1,962 |
Accrued liabilities | 4,189 | 4,607 |
Claims reserve | 6,274 | 5,107 |
Deferred Revenue, Current | 11,042 | 9,345 |
Warrant liabilities | 0 | |
Other payables | 654 | 1,399 |
Deferred tax liabilities | 169 | 124 |
Total current liabilities | 23,617 | 22,544 |
Long-term debt | 0 | 14,900 |
Deferred tax liabilities | 1,433 | 1,495 |
Other liabilities | 511 | 92 |
Total liabilities | 25,561 | 39,031 |
Common stock: $0.00001 par value per share | 0 | 0 |
Preferred Stock, Value, Outstanding | 0 | 0 |
Additional paid-in capital | 122,844 | 119,045 |
Accumulated other comprehensive loss | (502) | 11 |
Accumulated deficit | (74,385) | (57,180) |
Treasury stock, at cost | 2,601 | 2,601 |
Total stockholders' deficit | 45,356 | 59,275 |
Liabilities and Equity | $ 70,917 | $ 98,306 |
Consolidated Balance Sheet Cond
Consolidated Balance Sheet Condensed Consolidated Balance Sheet Parentheticals - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Investment in fixed maturities, at amortized cost (fair value) | $ 25,288 | $ 22,371 |
Investments in fixed maturities, at fair value (amortized cost) | $ 2,442 | $ 1,000 |
Common Stock, Shares Authorized | 200,000,000 | |
Common Stock, Shares, Outstanding | 28,396,189 | |
Preferred Stock, Shares Authorized | 10,000,000 | |
Common Stock | ||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Outstanding | 28,396,189 | 27,830,941 |
Convertible Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 0 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Redeemable Convertible Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Treasury Stock [Member] | ||
Treasury Stock, Shares | 620,979 | 620,979 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity Statement - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Common Stock | Special Voting Shares | Additional Paid-in Capital | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) | Treasury Stock [Member] |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common Stock, Shares, Outstanding | 14,857,989 | 1,010,346 | 2,247,130 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 732,708 | |||||||
Beginning Balance at Dec. 31, 2012 | $ (27,073) | $ 31,724 | $ 0 | $ 0 | $ 3,224 | $ (27,828) | $ (142) | $ (2,327) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of stock, shares | 5,846 | |||||||
Treasury Stock, Shares, Acquired | (60,240) | |||||||
Treasury Stock, Value, Acquired, Cost Method | (274) | (274) | ||||||
Warrant reclassification from liability to equity | 0 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 547,981 | |||||||
Stock Issued During Period, Value, Stock Options Exercised | 607 | 607 | ||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 1,938 | 1,938 | ||||||
Other Comprehensive Income (Loss), Net of Tax | (22) | (22) | ||||||
Net loss | (8,175) | (8,175) | ||||||
Ending Balance at Dec. 31, 2013 | (32,999) | $ 31,724 | $ 0 | $ 0 | 5,769 | (36,003) | (164) | (2,601) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common Stock, Shares, Outstanding | 14,857,989 | 2,236,641 | 2,247,130 | |||||
Issuance of stock, shares | 8,193,750 | |||||||
Stock Issued During Period, Value, New Issues | 72,722 | 72,722 | ||||||
Conversion of Stock, Special Voting Shares to Common Stock | 2,247,130 | (2,247,130) | ||||||
Conversion of Stock, Shares Converted | (14,944,945) | 14,944,945 | ||||||
Conversion of Stock, Amount Converted | 32,724 | $ (32,724) | 32,724 | |||||
Redemption of warrants | 86,956 | 25,170 | ||||||
Settlement of warrant liabilities | 270 | $ 1,000 | 270 | |||||
Warrant reclassification from liability to equity | 3,180 | 3,180 | ||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 183,305 | |||||||
Stock Issued During Period, Value, Stock Options Exercised | 181 | 181 | ||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 4,199 | 4,199 | ||||||
Other Comprehensive Income (Loss), Net of Tax | 175 | 175 | ||||||
Net loss | (21,177) | (21,177) | ||||||
Ending Balance at Dec. 31, 2014 | 59,275 | $ 0 | $ 0 | $ 0 | 119,045 | (57,180) | 11 | (2,601) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common Stock, Shares, Outstanding | 0 | 27,830,941 | 0 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 4,616 | |||||||
Shares Paid for Tax Withholding for Share Based Compensation | (72,197) | |||||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | (643) | (643) | ||||||
Warrant reclassification from liability to equity | 0 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 632,829 | |||||||
Stock Issued During Period, Value, Stock Options Exercised | 1,335 | 1,335 | ||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 3,107 | 3,107 | ||||||
Other Comprehensive Income (Loss), Net of Tax | (513) | (513) | ||||||
Net loss | (17,205) | (17,205) | ||||||
Ending Balance at Dec. 31, 2015 | $ 45,356 | $ 0 | $ 0 | $ 0 | $ 122,844 | $ (74,385) | $ (502) | $ (2,601) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common Stock, Shares, Outstanding | 28,396,189 | 0 | 28,396,189 | 0 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net loss | $ (17,205) | $ (21,177) | $ (8,175) |
Depreciation and amortization | 2,542 | 1,674 | 892 |
Amortization of Financing Costs and Discounts | 21 | 5,033 | 36 |
Warrant (income) expense | 0 | (1,574) | 543 |
Stock-based compensation expense | 3,002 | 4,084 | 1,938 |
Increase (Decrease) in Other Operating Assets | (89) | 57 | 112 |
Accounts receivable | (328) | (126) | (5,478) |
Prepaid expenses and other current assets | (905) | (369) | (22) |
Accounts payable | (347) | 449 | 242 |
Accrued liabilities | 51 | 551 | 1,258 |
Claims reserve | 1,241 | (505) | 3,031 |
Deferred revenue | 1,779 | 877 | 4,529 |
Other payables | (187) | 225 | 71 |
Net cash used in operating activities | (10,425) | (10,801) | (1,023) |
Purchases of investment securities | (24,800) | (34,894) | (26,064) |
Maturities of investment securities | 20,180 | 28,601 | 20,770 |
Purchases of property and equipment | (4,894) | (5,633) | (1,473) |
Payments to Acquire Equity Method Investments | (300) | 0 | 0 |
Payments for (Proceeds from) Investments | (109) | 0 | 770 |
Net cash used in investing activities | (9,923) | (11,926) | (5,997) |
Restricted cash | 0 | 3,000 | (3,000) |
Payments Related to Tax Withholding for Share-based Compensation | (643) | 0 | 0 |
Proceeds from exercise of stock options | 1,335 | 211 | 607 |
Proceeds from line of credit and debt financing | 17,000 | ||
Repayment of debt financing | (14,900) | (15,000) | 20,000 |
Payments of Financing Costs | 0 | (103) | (56) |
Net proceeds from IPO | 0 | 72,755 | 0 |
Net cash (used in) provided by financing activities | (14,208) | 60,863 | 17,551 |
Effect of foreign exchange rates on cash, net | (586) | 23 | 174 |
Net change in cash and cash equivalents | (35,142) | 38,159 | 10,705 |
Cash and cash equivalents at beginning of period | 53,098 | 14,939 | 4,234 |
Cash and cash equivalents at end of period | 17,956 | 53,098 | 14,939 |
Income taxes paid | (139) | (9) | 0 |
Interest paid | (155) | (1,494) | (642) |
Warrants issued in conjunction with debt issuance | 0 | 1,124 | 3,806 |
Exchange of stock for equity method investment | 0 | 0 | 448 |
Increase in payables for property and equipment | 98 | 911 | 134 |
Redemption of Warrants Non-Cash | 0 | 1,270 | 0 |
Warrant reclassification from liability to equity | 0 | 3,180 | 0 |
Parent Company [Member] | |||
Depreciation and amortization | 126 | 67 | 37 |
Amortization of Financing Costs and Discounts | 21 | 5,033 | 36 |
Warrant (income) expense | 0 | (1,574) | 543 |
Stock-based compensation expense | 3,002 | 4,084 | 1,938 |
Increase (Decrease) in Other Operating Assets | 0 | 0 | 52 |
Prepaid expenses and other current assets | 14 | (339) | (64) |
Accounts payable | (1,389) | 889 | 1,840 |
Accrued liabilities | (8) | (84) | 206 |
Net cash used in operating activities | (3,928) | (2,583) | 917 |
Purchases of property and equipment | (149) | (243) | (65) |
Payments to Acquire Equity Method Investments | (300) | 0 | 0 |
Net cash used in investing activities | (20,349) | (22,452) | (9,520) |
Restricted cash | 0 | 3,000 | (3,000) |
Payments Related to Tax Withholding for Share-based Compensation | (643) | 0 | 0 |
Proceeds from exercise of stock options | 1,335 | 211 | 607 |
Repayment of debt financing | (14,900) | (15,000) | 20,000 |
Payments of Financing Costs | 0 | (103) | (56) |
Net proceeds from IPO | 0 | 72,755 | 0 |
Net cash (used in) provided by financing activities | (14,208) | 60,863 | 17,551 |
Effect of foreign exchange rates on cash, net | (517) | 175 | (22) |
Net change in cash and cash equivalents | (39,002) | 36,003 | 8,926 |
Cash and cash equivalents at beginning of period | 45,042 | 9,039 | 113 |
Cash and cash equivalents at end of period | 6,040 | 45,042 | 9,039 |
Income taxes paid | 0 | 0 | 0 |
Interest paid | (155) | (1,494) | (642) |
Warrants issued in conjunction with debt issuance | 0 | 1,124 | 3,806 |
Exchange of stock for equity method investment | $ 0 | 0 | 448 |
Redemption of Warrants Non-Cash | 1,270 | 0 | |
Warrant reclassification from liability to equity | $ 3,180 | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet Parentheticals - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Investment in fixed maturities, at amortized cost (fair value) | $ 25,288 | $ 22,371 |
Investments in fixed maturities, at fair value (amortized cost) | $ 2,442 | $ 1,000 |
Common Stock, Shares Authorized | 200,000,000 | |
Common Stock, Shares, Outstanding | 28,396,189 | |
Preferred Stock, Shares Authorized | 10,000,000 | |
Common Stock | ||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 29,017,168 | 28,451,920 |
Common Stock, Shares, Outstanding | 28,396,189 | 27,830,941 |
Convertible Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 0 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Redeemable Convertible Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Treasury Stock [Member] | ||
Treasury Stock, Shares | 620,979 | 620,979 |
Special Voting Shares [Member] | ||
Special Voting Shares, Par or Stated Value per Share | $ 0.00001 | $ 0.00001 |
Special Voting Shares, Shares Authorized | 0 | 0 |
Special Voting Shares, Shares Issued | 0 | 0 |
Special Voting Shares, Shares Outstanding | 0 | 0 |
Parent Company | ||
Investment in fixed maturities, at amortized cost (fair value) | $ 22,371 | $ 16,088 |
Investments in fixed maturities, at fair value (amortized cost) | $ 1,000 | $ 1,000 |
Parent Company | Common Stock | ||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 29,017,168 | 28,451,920 |
Common Stock, Shares, Outstanding | 28,396,189 | 27,830,941 |
Parent Company | Convertible Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 0 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Parent Company | Redeemable Convertible Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Parent Company | Treasury Stock [Member] | ||
Treasury Stock, Shares | 620,979 | 620,979 |
Parent Company | Special Voting Shares [Member] | ||
Special Voting Shares, Par or Stated Value per Share | $ 0 | $ 0 |
Special Voting Shares, Shares Authorized | 0 | 0 |
Special Voting Shares, Shares Issued | 0 | 0 |
Special Voting Shares, Shares Outstanding | 0 | 0 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | Nature of Operations and Summary of Significant Accounting Policies Description of Business The Company provides medical insurance plans for cats and dogs throughout the United States, Canada and Puerto Rico. The Company’s 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. We strive to operate the business similar to other subscription-based businesses, with a focus on maximizing the lifetime value of each pet while sustaining a favorable ratio of lifetime value relative to acquisition cost. Reclassifications Certain prior year amounts have been reclassified within the Company’s consolidated financial statements from their original presentation to conform with the current period presentation. In addition, amounts in note 13 related to segments have been recast to reflect a change in the composition of Company’s segments as described in note 13. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies and the reported amounts of revenue and expenses. Significant items subject to such estimates and assumptions include the valuation of deferred tax assets, stock-based compensation, claims reserve, useful lives of software developed for internal use and income tax uncertainties. Actual results could differ from the estimates used in preparing the consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At times, cash on deposit may be in excess of the applicable federal deposit insurance corporation limits. Accounts and Other Receivable Receivables are comprised of trade receivables and other miscellaneous receivables. As of December 31, 2015 and 2014 , receivables included $7.2 million and $6.8 million , respectively, for one-year policies written by an unaffiliated general agent. No single customer made up more than 5% of accounts receivable as of December 31, 2015 or 2014 . Deferred Acquisition Costs The Company incurs certain costs related to the successful acquisition of new and renewal customer contracts, which are capitalized. These costs include premium taxes, commissions, and referral fees that directly relate to the successful acquisition of new or renewal customer contracts. Deferred acquisition costs are included in prepaid expenses and other assets on the consolidated balance sheet and are amortized over the related policy term to the applicable financial statement line item, including sales and marketing expenses and other cost of revenue. Total deferred acquisition costs for the years ended December 31, 2015 , 2014 and 2013 are summarized below (in thousands): Years Ended December 31, 2015 2014 2013 Deferred acquisition costs capitalized $ 10,184 $ 7,995 $ 5,919 Deferred acquisition costs amortized: Sales and marketing 1,490 858 663 Other cost of revenue 8,606 7,052 5,082 Total amortization 10,096 7,910 5,745 Balance at December 31, $ 557 $ 469 $ 384 Investments The Company recognizes the following classifications of investments: Short-term-investments —Investments with an initial maturity of less than one year are reported at amortized cost, which approximates fair value. Available-for-Sale —Investments in fixed maturities not classified as short-term-investments are reported at fair value, and the temporary declines or increases from amortized cost are included as a component of other comprehensive income. Available-for-sale securities are classified based upon the availability to be used in current operations. Premiums and discounts on fixed maturity securities are amortized or accreted over the life of the security. Such amortization expense and accretion is included in interest income. Interest income is recognized in other (income) expense, net when earned. A decline in the fair value of any available-for-sale security below amortized cost that is deemed to be other than temporary results in an impairment to reduce the amortized cost to fair value or recovery value. To determine whether an impairment is other than temporary, the Company considers its intent to sell the security, intent and ability to hold the security, as well as all available information relevant to the collectability of the security, including past events, current conditions, and reasonable and supportable forecasts, when developing estimates of cash flows expected to be collected. Realized capital gains and losses are determined on a specific identification basis and recorded as a part of other expense, net in the statement of operations. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from three to five years. Leasehold improvements are depreciated over the less of their expected useful life or the remaining term of the related lease. Costs related to software developed for internal use are primarily related to the Company’s website, internal support systems, and proprietary billing and claims systems. Costs are capitalized during the application development stage of the project and amortized on a straight-line basis over the estimated useful lives of the related assets, estimated between three and five years, once the software is placed into service. Intangible Assets Indefinite-lived intangible assets, which are not amortized, are assessed for impairment at least annually and more frequently if circumstances indicate a possible impairment. The Company first performs a qualitative analysis to assess whether it is more likely than not the asset is impaired and, if necessary, a quantitative analysis is performed to measure impairment. Assets with finite lives are amortized over their estimated remaining useful life. Asset Impairment Long-lived assets, such as property and equipment and definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Claims Reserve The claims reserve includes unpaid claims and claims adjustment expenses, which includes an estimate, based on past experience, for claims incurred but not reported. Such liabilities are necessarily based on assumptions and estimates, and while management believes the amount is adequate, the ultimate liability may be in excess of or less than the amount provided. The methods for making such estimates and for establishing the resulting liability are continually reviewed, and any adjustments are reflected in the period in which they become known. Warrants The Company issued warrants to purchase common or convertible preferred stock to third parties as a part of certain business and financing transactions. The Company values warrants using the Black-Scholes-Merton option-pricing model. Certain warrants were considered liability awards and were remeasured each reporting period until exercised, settled or reclassified to stockholders’ equity. See Note 12 for additional information. Revenue Recognition The Company generates revenue primarily from subscription fees for its medical insurance plan and other policies the Company writes, which is earned pro rata over the terms of the customer contracts. No single customer accounted for more than 5% of the Company’s revenue in 2015 , 2014 or 2013 . Claims Expense Claims expenses include claims incurred, the cost of personnel administering the claims and providing customer service related to claims, and other operating expenses directly or indirectly related to claims administration. Other Cost of Revenue Other cost of revenue for the subscription business segment includes direct and indirect member service expenses, renewal fees, credit card transaction fees and premium tax expenses. Other cost of revenue for the other business segment includes the commission the Company pays to the unaffiliated general agent and premium taxes on other policies in this segment. Sales and Marketing Sales and marketing expenses consist of costs to educate veterinarians and policy holders about the Company’s policy, converting leads to enrolled pets, print, online and promotional advertising costs and employee compensation and related costs. Technology and Development Technology and development expenses consist primarily of personnel costs and related expenses for the Company’s 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. General and Administrative General and administrative expenses consist primarily of personnel costs and related expenses for the Company’s finance, actuarial, human resources, business development and general management functions, as well as facilities and professional services. Other (Income) Expense, Net Other (income) expense, net was comprised of the following (in thousands): Years Ended December 31, 2015 2014 2013 Interest income $ (75 ) $ (73 ) $ (86 ) Foreign exchange gain 36 41 76 Loss on disposal of fixed assets 20 111 44 Warrant remeasurement — (1,574 ) 543 Other 10 8 94 Other (income) expense, net $ (9 ) $ (1,487 ) $ 671 Insurance Operations Effective January 1, 2015, the Company formed a segregated account in Bermuda as part of Wyndham Insurance Company (SAC) Limited (WICL), and entered into a revised fronting and reinsurance arrangement with Omega General Insurance Company (Omega) to include its newly formed segregated account. The Company maintains all risk with the business written in Canada and consolidates the entity in its financial statements. Contractual requirements restrict dividends from this entity until after 2016, at which time dividends will be allowed subject to the Segregated Accounts Company Act of 2000, which allows for dividends only to the extent that the entity 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. WICL required the Company to invest initial capital of CAD $1.3 million . For the Company’s Canadian business, all plans are written by Omega General Insurance Company (Omega) and the risk is assumed by the Company through a fronting and reinsurance agreement. Premiums are recognized and earned pro rata over the terms of the related customer contracts. Premiums recognized from the agreement in 2015 , 2014 and 2013 were $ 30.9 million , $ 29.1 million and $ 24.7 million , respectively and deferred revenue relating to this arrangement at December 31, 2015 and 2014 was $0.9 million and $ 0.9 million , respectively. Reinsurance revenue was 21% , 25% and 29% of total revenue in 2015, 2014 and 2013 , respectively. Cash designated for the purpose of paying claims related to this reinsurance agreement was $2.0 million and $1.7 million at December 31, 2015 and 2014 , respectively. As required by the Office of the Superintendent of Financial institutions regulations related to the Company’s reinsurance agreement with Omega General Insurance Company, the Company is required to fund a Canadian Trust account with the greater of CAD $2.0 million or 115% of unearned Canadian premium plus 15% of outstanding Canadian claims, including all incurred by not reported claims. The Company has not transferred any risk to third-party reinsurers. In November 2012, the Company began writing one-year pet insurance policies for an unaffiliated general agent. Revenue during 2015 , 2014 and 2013 totaled $9.9 million , $10.0 million and $7.0 million , respectively, and deferred revenue relating to this arrangement at December 31, 2015 and 2014 was $5.5 million and $5.1 million , respectively. Advertising Advertising costs are expensed as incurred, with the exception of television advertisements, which are expensed for the first time each advertisement is aired. Advertising costs amounted to $5.3 million , $3.2 million and $0.7 million , in 2015 , 2014 and 2013 , respectively. Stock-Based Compensation The Company measures compensation expense for stock-based transactions to employees at fair value on the date of grant and recognizes such cost, on a straight-line basis over the requisite service period (generally four years) net of estimated forfeitures, except for the restricted stock with a performance condition which is measured on graded and vesting schedule. Many factors are considered when estimating forfeitures, including types of awards, employee class and historical experience. Stock options are valued using the Black-Scholes-Merton option-pricing model. The fair value of restricted stock units (RSUs) and restricted stock awards is based on the fair value of the Company’s stock on the date of the grant. The Company measures compensation cost for stock-based compensation to non-employees at fair value and remeasures the award each period until the award vests. Income Taxes Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are provided for when it is considered more likely than not that deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than a 50% likelihood of being realized. Penalties and interest are classified as a component of income taxes. Foreign Currency The Company’s consolidated financial statements are reported in U.S. dollars. Assets and liabilities of international subsidiaries with non-U.S. dollar functional currencies are translated to U.S. dollars at the exchange rates in effect on the balance sheet date. Revenue and expenses for each subsidiary are translated to U.S. dollars using a weighted-average rate for the relevant reporting period. Translation adjustments resulting from this process are included in accumulated other comprehensive loss, and totaled $0.4 million as of December 31, 2015. Gains and losses that arise from exchange rate fluctuations for monetary asset and liability balances that are not denominated in an entity’s functional currency are included within other income. Concentrations of Credit Risk Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, investments and accounts receivable. The Company manages its risk by investing cash equivalents and investment securities in money market instruments and securities of the U.S. government, U.S. government agencies and high-credit-quality issuers of debt securities. Credit risk with respect to accounts receivable is dispersed due to the large number of customers. In addition, the Company’s credit risk is mitigated by the relatively short collection period. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued an Accounting Standard Update (ASU) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Insurance contracts are excluded from the scope of this new guidance. The guidance is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted, and must be applied retrospectively or modified retrospectively. The Company does not believe this ASU will have a material impact on its consolidated financial statements. In May 2015, the FASB issued an ASU amending short-term insurance contract disclosures and requiring more detailed disclosures to enable users of financial statements to understand information relating to liabilities for unpaid claims and claims adjustment expenses. Additionally, the amendments will also require insurance entities to disclose information about significant changes in methodologies and assumptions used to calculate these liabilities. This guidance is effective for annual reporting periods beginning after December 15, 2015 and interim periods beginning after December 15, 2016. Early adoption of this guidance is permitted, and must be applied retrospectively by providing comparative disclosures for each period presented. The Company plans to adopt this guidance as of December 31, 2016. In November 2015, the FASB issued an ASU amending the accounting for income taxes and requiring all deferred tax assets and liabilities to be classified as non-current on the consolidated balance sheet. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The ASU may be adopted either prospectively or retrospectively. The Company plans to adopt this guidance as of December 31, 2016. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. Excluded from the weighted-average number of shares outstanding are shares that have been issued and are subject to future vesting and unvested restricted stock. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. Potentially dilutive common stock equivalents are comprised of convertible preferred stock and common stock, exchangeable shares, unvested restricted stock and stock options. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The following potential dilutive equity securities are not included in the diluted net loss per common share calculation because they would have had an antidilutive effect: As of December 31, 2015 2014 2013 Stock options 4,871,949 5,112,556 4,663,445 Restricted stock awards and units 472,384 592,625 722,226 Warrants 869,999 869,999 884,111 Series A convertible preferred stock — — 7,466,283 Series B convertible preferred stock — — 3,546,384 Series C convertible preferred stock — — 3,845,322 Exchangeable shares — — 2,247,130 Convertible preferred stock is presented on an as converted basis to reflect the applicable conversion ratio at December 31, 2013 . |
Property Plant and Equipment (N
Property Plant and Equipment (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, along with their useful lives, were as follows for the years ended December 31, 2015 and 2014 (in thousands): Years Ended December 31, 2015 2014 Office and telephone equipment (5 years) $ 127 $ 123 PC and networking hardware (3–4 years) 1,177 1,125 Software (3–5 years) 12,547 8,532 Furniture and fixtures (5 years) 711 711 Vehicles (5 years) 54 54 Leasehold improvement (over less of expected useful life of life of lease) 621 571 Property and equipment 15,237 11,116 Accumulated depreciation (5,518 ) (3,254 ) Property and equipment, net $ 9,719 $ 7,862 Depreciation and amortization expense for property and equipment was $2.5 million , $1.6 million and $0.9 million for 2015 , 2014 and 2013 , respectively. The Company capitalized interest of $0.2 million and $0.1 million in 2014 and 2013 , respectively, related to software developed for internal use. |
Intangible Assets (Notes)
Intangible Assets (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | Intangible Assets The Company acquired an insurance company in 2007, which originally included licenses in 23 states. These licenses were valued at $4.8 million . The Company is currently licensed in all 50 states, the District of Columbia and Puerto Rico. Most licenses are renewed annually upon payment of various fees assessed by the issuing state. Renewal costs are expensed as incurred. This is considered an indefinite-lived intangible asset given the planned renewal of the certificates of authority and applicable licenses for the foreseeable future. No impairments have been recorded on this asset as of December 31, 2015 . |
Investment Securities (Notes)
Investment Securities (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | Investment Securities The amortized cost, gross unrealized holding losses, and fair value of available-for-sale and short-term investments by major security type and class of security were as follows as of December 31, 2015 and 2014 (in thousands): Amortized Gross Fair As of December 31, 2015 Available-for-sale: Foreign deposits $ 1,442 $ — $ 1,442 Municipal bond 1,000 (54 ) $ 946 $ 2,442 $ (54 ) $ 2,388 Short-term investments: U.S. Treasury securities $ 5,683 $ — $ 5,683 Certificates of deposit 1,551 — 1,551 U.S. government funds 18,054 — 18,054 $ 25,288 $ — $ 25,288 Amortized Gross Fair As of December 31, 2014 Available-for-sale: Municipal bond $ 1,000 $ (58 ) $ 942 $ 1,000 $ (58 ) $ 942 Short-term investments: U.S. Treasury securities $ 5,677 $ — $ 5,677 Certificates of deposit 800 — $ 800 U.S. government funds 15,894 — $ 15,894 $ 22,371 $ — $ 22,371 Maturities of debt securities classified as available-for-sale were as follows (in thousands): December 31, 2015 Amortized Fair Available-for-sale: Due under one year $ — $ — Due after one year through five years 1,442 1,442 Due after five years through ten years 1,000 946 Due after ten years — — $ 2,442 $ 2,388 The Company had one investment with an unrealized loss of $0.1 million and a fair value of $0.9 million at December 31, 2015 and 2014 . This investment has been in an unrealized loss position for more than 12 months. The Company assessed the bond for credit impairment and determined that there is no intent to sell this bond and it is likely that it will hold the investment for a period of time sufficient to allow for recovery. Furthermore, future payments on this bond are insured by a financial guarantee insurer. Therefore, the Company believes that the unrealized loss on this bond constitutes a temporary impairment. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of December 31, 2015 Fair Value Level 1 Level 2 Level 3 Assets Foreign deposits $ 1,442 $ 1,442 $ — $ — Municipal bond 946 — 946 — Money market funds 7,545 7,545 — — Total $ 9,933 $ 8,987 $ 946 $ — As of December 31, 2014 Fair Value Level 1 Level 2 Level 3 Assets Municipal bond $ 942 $ — $ 942 $ — Money market funds 44,575 44,575 — — Total $ 45,517 $ 44,575 $ 942 $ — A rollforward of activity in liabilities valued using Level 3 inputs is as follows (in thousands): Warrant Liabilities 2014 Balance at January 1, $ 4,900 Issued warrant liability awards 1,124 Settlement of warrant liability upon exercise (1,270 ) Change in fair value upon remeasurement (1,574 ) Reclassification to stockholders’ equity (3,180 ) Balance at December 31, $ — Changes in fair value upon remeasurement are recorded in other (income) expense, net on the consolidated statement of operations. The Company estimates fair value for its long-term debt based upon rates currently available to the Company for debt with similar terms and remaining maturities. This is a Level 3 measurement. Based upon the terms of the debt, the carrying amount of long term debt approximated fair value at December 31, 2014 . The Company’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers between levels for the twelve months ended December 31, 2015 and 2014 . The following methods and assumptions were used to estimate the fair value of each class of financial instruments: • Investment securities: Long-term investments classified as available-for-sale are measured using quoted market prices when quoted market prices are available. If quoted market prices in active markets for identical assets are not available to determine fair value, then the Company uses quoted prices of similar instruments and other significant inputs derived from observable market data obtained from third-party data providers. Short-term investments are carried at amortized cost and the fair value is disclosed in Note 3. Fair value is determined in the same manner as available-for-sale securities and is considered a Level 2 measurement. • Warrant liabilities: These liabilities are valued using the Black-Scholes-Merton option-pricing model using certain unobservable inputs that are estimated by the Company. These inputs include a measure of volatility using an average of peer companies’ publicly traded stock volatility, expected dividend payments based on management’s assertion that no dividends will be paid in the near term, the remaining contractual term and a discount rate using an average equivalent bond yield calculation. The range of inputs used is as follows: Year Ended December 31, 2014 Expected volatility 34%-46% Expected dividends —% Risk-free rate 0.03%-2.02% Term 0.1-6.0 years An increase or decrease in any of these unobservable inputs would result in a change in the fair value measurement, which may be significant. The liabilities were revalued each period-end until exercised, expired or modified to exclude recurring fair value measurement. Gains and losses on revaluation of the liabilities were recorded in other (income) expense, net in the Company’s consolidated financial statements. |
Equity Method Investment (Notes
Equity Method Investment (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | Equity Method Investments During 2015, the Company invested $0.3 million in DataPoint, LLC in exchange for 300,000 units of Series A preferred stock resulting in a 13% equity interest. Additionally, if certain revenue and EBIT (Earnings before interest and taxes) targets are not met as of April 1, 2017, the Company’s ownership interest will increase proportionally by the amount by which the targets were missed, up to a maximum of 28% . The Company’s equity interest in DataPoint, LLC is accounted for under the equity method as the Company has the ability to exert significant influence. The equity method investment balance is adjusted each period on a one quarter lag to recognize the proportionate share of net income or loss, including adjustments to recognize certain differences between the carrying value and the equity in net assets. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies During the third quarter of 2015, the Company entered into a lease agreement for a building located in Seattle, Washington. The initial 10 -year term of the lease is expected to commence in the second quarter of 2016. The Company is obligated to pay a total of $21.0 million over the 10-year term. The Company has operating leases, related to equipment and office facilities, which expire over the next three years with various renewal options. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Rental expense for operating leases was $1.0 million , $0.8 million and $0.8 million during 2015 , 2014 and 2013 , respectively. Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2015 , are as follows (in thousands): Year ending December 31: 2016 $ 1,407 2017 1,502 2018 1,887 2019 2,047 2020 2,128 2021-2026 12,495 Total minimum lease payments $ 21,466 The Company has entered into agreements for strategic marketing initiatives, as well as with independent contractors to provide services for a period of time. Future commitments related to these contracts are as follows (in thousands): Year ending December 31: 2016 $ 2,075 2017 782 2018 326 2019 326 2020 141 2021 16 Total minimum commitment $ 3,666 During 2013, the Company determined that it owes goods and services tax (GST) and harmonized sales tax (HST) in Canada for certain intercompany fees charged to its Canadian entities from 2007 through 2013. The Company began a voluntary self-disclosure with the Canada Revenue Agency for these unpaid taxes in 2014 under the Canada Revenue Agency Voluntary Disclosures Program, which was accepted in 2014. During the second quarter of 2015, the Company received the final assessment of GST and HST owed and paid the full amount of $0.8 million to the Canada Revenue Agency. The Company is involved from time to time in claims, regulatory examinations and litigation, including the following: The Company received an inquiry from the Washington State Office of the Insurance Commissioner (OIC) in December 2012 concerning whether one of its subsidiaries was properly licensed, and whether certain of its employees were properly licensed, under Washington law. A regulatory examination took place during the third and fourth quarters of 2014. On September 22, 2015, the OIC issued a detailed report and the Company timely issued a response during the fourth quarter of 2015. As of December 31, 2015 and 2014, the Company had accrued liabilities of $0.4 million and $0.2 million , respectively, for this matter. Adverse outcomes beyond recorded amounts are reasonably possible. At this stage in the matter, however, the Company is unable to estimate a possible loss or range of possible loss beyond amounts accrued. The outcomes of the Company’s legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company’s operating results and cash flows for a particular period. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability beyond previously accrued amounts has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. |
Claims Reserve (Notes)
Claims Reserve (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid [Abstract] | |
Supplementary Insurance Information, for Insurance Companies Disclosure [Text Block] | Claims Reserve Activity in the claims reserve is summarized as follows (in thousands): Years Ended December 31, 2015 2014 2013 Claims reserve at beginning of year $ 5,107 $ 5,612 $ 2,582 Claims incurred during the year related to: Current year 103,373 80,438 56,702 Prior years (49 ) (525 ) (65 ) Total claims incurred 103,324 79,913 56,637 Claims paid during year related to: Current year 96,951 75,094 50,907 Prior years 4,987 5,088 2,516 Total claims paid 101,938 80,182 53,423 Non-cash claims expense 219 236 184 Claims reserve at end of year $ 6,274 $ 5,107 $ 5,612 The decrease in incurred claims for prior years in the year ended December 31, 2015 , December 31, 2014 and December 31, 2013 is primarily due to less claims than expected relating to prior year claims. |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense [Table Text Block] | Activity in the claims reserve is summarized as follows (in thousands): Years Ended December 31, 2015 2014 2013 Claims reserve at beginning of year $ 5,107 $ 5,612 $ 2,582 Claims incurred during the year related to: Current year 103,373 80,438 56,702 Prior years (49 ) (525 ) (65 ) Total claims incurred 103,324 79,913 56,637 Claims paid during year related to: Current year 96,951 75,094 50,907 Prior years 4,987 5,088 2,516 Total claims paid 101,938 80,182 53,423 Non-cash claims expense 219 236 184 Claims reserve at end of year $ 6,274 $ 5,107 $ 5,612 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | . Debt The Company has a revolving line of credit with a bank, which is secured by any and all interest the Company has in assets that are not otherwise restricted. The revolving line of credit bore a variable interest rate as of December 31, 2015 and 2014, equal to the greater of 5.0% or 1.5% plus the prime rate . Interest expense is due monthly on the outstanding principal amount with all amounts outstanding under the revolving line of credit due upon maturity in July 2017. The credit agreement requires the Company to comply with various financial and non-financial covenants. As of December 31, 2015 and December 31, 2014, the Company was in compliance with these covenants. This facility also had a compensating balance requirement of $0.5 million as of December 31, 2015 and 2014. Borrowings on the revolving line of credit were limited to the lesser of $20.0 million in 2015 and 2014 , and the total amount of cash and securities held by American Pet Insurance Company (APIC), less up to $3.0 million and $0.5 million , respectively, for obligations the Company may have outstanding for other ancillary services in the future. During 2015, the Company repaid its borrowings under this facility, and as of December 31, 2015, had no outstanding amounts under this facility. As of December 31, 2014, the Company’s outstanding borrowings under this facility were $14.9 million . On December 23, 2013, the Company obtained a term loan in an aggregate principal amount of $12.0 million . This note was entered into at a discount of $3.8 million related to the issuance of warrants being deducted from the principal amount. On July 2, 2014, the Company entered into an amended and restated credit agreement in relation to this existing $12.0 million term loan for a secured subordinated term loan totaling $29.0 million , which reflected an increase of $17.0 million from the prior agreement. The amended principal amount was entered into at an additional discount of $1.1 million as a result of the issuance of warrants. The term loan bore a fixed interest rate of 11.0% per year and was due on the earlier of three years from the issue date or certain triggering events, including a qualifying IPO, which would result in a 1.5% prepayment premium on the $17.0 million increase related to the amendment. The $29.0 million term loan was repaid in full on July 23, 2014, including $0.9 million in accrued interest and a prepayment fee of $0.3 million . The unamortized discount on debt totaling $4.4 million was included in interest expense in the consolidated statement of operations. The Company entered into a new lease agreement during the third quarter of 2015 which required the Company to issue a security deposit in the form of an irrevocable standby letter of credit totaling $1.1 million which expires in August 2016 and renews annually thereafter. This amount reduces the Company’s available revolving line of credit. As of December 31, 2015, the Company had $18.4 million available under its revolving line of credit. Interest expense during 2015 , 2014 and 2013 related to all loans was $0.3 million , $6.7 million and $0.6 million , respectively. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-Based Compensation In June 2014, the Company’s Board of Directors adopted the 2014 Equity Incentive Plan (2014 Plan), which succeeded the 2007 Equity Compensation Plan upon the Company’s IPO. The 2014 Plan authorizes the award of stock options or restricted stock to directors, officers, employees, and non-employees. All awards have 10-year contractual terms. At December 31, 2015 , there were 3,068,551 additional shares available for the Company to grant under the 2014 Plan. Stock Options The grant date fair value of stock option awards are estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Valuation assumptions for the years ended December 31, 2015 , 2014 and 2013 are presented in the following table: Years Ended December 31, 2015 2014 2013 Valuation assumptions: Expected term (in years) 3.0-6.25 6.25 6.25 Expected volatility 37.2%-49.4% 54.3%–59.3% 54.9%–57.4% Risk-free interest rate 1.1%-2.0% 1.8%–2.0% 1.0%–2.0% Expected dividend yield —% —% —% Expected term: The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of stock-based awards granted, the expected term for awards issued to employees is based on the simplified method, which represents the average period from vesting to the expiration of the stock option. Expected volatility: As the Company does not have significant trading history for common stock, the expected stock price volatility for common stock is estimated by taking the average historical price volatility for identified peers based on daily price observations over a period equivalent to the expected term of the stock option grants. The Company does not rely on implied volatilities of traded options in identified peers’ common stock because the volume of activity is relatively low. The Company intends to continue to consistently apply this process using these or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s common stock price becomes available. Risk-free interest rate: The risk-free interest rate for the expected term of the stock option is based on the U.S. Treasury yield curve at the date of grant. Expected dividend yield: The Company does not expect to pay any dividends in the foreseeable future. Stock option activity for the years ended December 31, 2015 , 2014 and 2013 was as follows: Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) December 31, 2012 4,226,883 1.32 — Granted 1,294,150 4.40 — Exercised (547,981 ) 1.11 2,285 Forfeited (309,607 ) 2.48 — December 31, 2013 4,663,445 2.12 30,406 Granted 754,200 9.64 — Exercised (176,595 ) 1.20 1,428 Forfeited (128,494 ) 5.40 — December 31, 2014 5,112,556 3.19 21,116 Granted 698,764 7.84 — Exercised (632,829 ) 2.12 3,703 Forfeited (306,542 ) 7.65 — December 31, 2015 4,871,949 3.71 29,644 Vested and exercisable at December 31, 2015 3,575,646 $ 2.35 $ 26,590 As of December 31, 2015 , stock options outstanding had a weighted average remaining contractual life of 6.1 years and vested and exercisable options had a weighted average remaining contractual life of 5.2 years . The weighted-average grant date fair value of stock options granted and the fair value of options vested were as follows for the years ending December 31, 2015 , 2014 , and 2013 : Weighted- Average Grant Date Fair Value Fair Value of Options Vested (per share) (in thousands) Year: 2013 $ 2.97 $ 1,675 2014 $ 5.33 $ 2,203 2015 $ 3.46 $ 3,796 Restricted Stock Awards and Restricted Stock Units The below table summarizes the Company’s restricted stock award activity for the years ending December 31, 2015 , 2014 and 2013 : Number of Shares Weighted- Average Grant Date Fair Value Per Restricted Stock Nonvested stock award balance at December 31, 2012 — $ — Restricted stock awards granted 732,708 4.77 Awards upon which restrictions lapsed (10,482 ) 4.77 Restricted stock awards forfeited — — Nonvested stock award balance at December 31, 2013 722,226 4.77 Restricted stock awards granted 6,126 5.79 Awards upon which restrictions lapsed (143,967 ) 4.81 Restricted stock awards forfeited — — Nonvested stock award balance at December 31, 2014 584,385 4.77 Restricted stock awards granted 2,385 7.26 Awards upon which restrictions lapsed (119,262 ) 4.80 Restricted stock awards forfeited — — Nonvested stock award balance at December 31, 2015 467,508 4.77 During the third quarters of 2015 and 2014 , 116,877 shares of restricted stock, which were subject to a performance condition relating to the Company’s IPO, vested and resulted in $0.9 million and $1.6 million of expense, respectively, included in general and administrative expense in the consolidated statement of operations. The fair value of these vested shares was approximately $0.9 million and $1.2 million , respectively. The remaining 467,508 shares of unvested restricted stock related to this agreement are expected to vest over the remaining service term of approximately four years. Stock-based compensation expense includes stock options, restricted stock units and restricted stock awards granted to employees and non-employees, and is reported in the Company’s consolidated statement of operations in claims expenses, other cost of revenue, sales and marketing, technology and development, and general and administrative expenses depending on the function performed by the employee or non-employee. Stock-based compensation expense recognized in each category of the consolidated statement of operations for the years ended December 31, 2015 , 2014 and 2013 was as follows (in thousands): Years Ended December 31, 2015 2014 2013 Claims expenses $ 219 $ 236 $ 184 Other cost of revenue 44 79 46 Sales and marketing 446 553 677 Technology and development 404 461 351 General and administrative 1,889 2,755 680 Total stock-based compensation $ 3,002 $ 4,084 $ 1,938 As of December 31, 2015 , the Company had unrecognized stock-based compensation expense of $5.5 million , which is expected to vest over a weighted-average period of approximately 2.6 years . As of December 31, 2015 , the Company had 1,257,414 unvested stock options and 472,384 restricted stock awards that are expected to vest. No net tax benefits related to the stock-based compensation costs have been recognized since the Company’s inception. |
Stockholder's Equity (Notes)
Stockholder's Equity (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Stockholders ’ Equity On July 23, 2014 the Company completed an IPO pursuant to which 8,193,750 shares of common stock were sold to the public at a price of $10.00 per share. The Company received net proceeds of approximately $72.8 million from the IPO. Upon the closing of the IPO, all shares of outstanding convertible preferred stock and exchangeable shares automatically converted into 14,944,945 and 2,247,130 shares of common stock, respectively. If this transaction had taken place on January 1, 2014, the Company’s weighted-average shares outstanding for the twelve months ended December 31, 2014 would have been 27,067,167 . As of December 31, 2015 , the Company had 200,000,000 shares of common stock authorized and 28,396,189 shares of common stock outstanding. Holders of common stock are entitled to one vote on each matter properly submitted to the stockholders of the Company except those related to matters concerning possible outstanding preferred stock. At December 31, 2015 , the Company had 10,000,000 shares of undesignated shares of preferred stock authorized for future issuance and did not have any outstanding shares of preferred stock. The holders of common stock are also entitled to receive dividends as and when declared by the board of directors of the Company, whenever funds are legally available. These rights are subordinate to the dividend rights of holders of all classes of stock outstanding at the time. The Company is unable to pay dividends to stockholders as of December 31, 2015 due to restrictions in its credit agreements. Warrants At December 31, 2015 and 2014 , the Company had warrants to purchase 869,999 shares of common stock at $10.00 per share, which begin to expire in 2018. At the end of each reporting period prior to the IPO, the Company adjusted the fair value of the warrants (see Note 6). Immediately following the IPO, these warrants were no longer subject to contractual modification provisions and were reclassified from a liability classification to an equity classification on the consolidated balance sheet. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segments The Company has two segments: subscription business and other business. The subscription business segment includes monthly subscriptions related to the Company’s medical plan which are marketed directly to consumers, while the other business segment includes all other business that is not directly marketed to consumers. Prior to January 1, 2015, certain enrollments that were not marketed directly to consumers were included in the subscription business segment as they were not segregated in reporting used by the chief operating decision maker. As of January 1, 2015, the Company began reporting these pets in its other business segment due to the characteristics of this business being similar to other arrangements within the other business segment. In addition, the chief operating decision maker began using information related to the subscription business segment excluding these pets in order to evaluate the Company’s business and operations and make decisions. As such, these pets have been considered a part of the other business segment after January 1, 2015. Prior period segment information presented below has been recast to reflect this change. The chief operating decision maker uses two measures to evaluate segment performance: revenue and gross profit. Additionally, other operating expenses, such as sales and marketing expenses, are allocated to each segment and evaluated when material. Interest and other expenses and income taxes are not allocated to the segments, nor included in the measure of segment profit or loss. The Company does not analyze discrete segment balance sheet information related to long-term assets. Revenue and gross profit of the Company’s segments were as follows (in thousands): Years Ended December 31, 2015 2014 2013 Revenue: Subscription business $ 133,406 $ 103,502 $ 76,413 Other business 13,557 12,408 7,416 146,963 115,910 83,829 Claims expenses: Subscription business 95,420 74,206 53,288 Other business 7,904 5,707 3,349 103,324 79,913 56,637 Other cost of revenue: Subscription business 14,008 10,963 8,106 Other business 4,402 5,160 3,442 18,410 16,123 11,548 Gross profit: Subscription business 23,978 18,333 15,019 Other business 1,251 1,541 625 25,229 19,874 15,644 Sales and marketing 15,231 11,608 9,091 Technology and development 11,215 9,899 4,888 General and administrative 15,558 14,312 8,652 Operating loss $ (16,775 ) $ (15,945 ) $ (6,987 ) The following table presents the Company’s revenue by geographic region of the member (in thousands): Years Ended December 31, 2015 2014 2013 United States $ 116,585 $ 86,494 $ 58,847 Canada 30,378 29,416 24,982 Total revenue $ 146,963 $ 115,910 $ 83,829 Substantially all of the Company’s long-lived assets were located in the United States as of December 31, 2015 and 2014 . |
Dividend Restrictions Statutory
Dividend Restrictions Statutory Surplus (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Insurance [Abstract] | |
Dividend Restrictions And Statutory Suprlus [Text Block] | Dividend Restrictions and Statutory Surplus The Company’s business operations are conducted through subsidiaries, one of which is an insurance company domiciled in New York, and one which is a segregated cell business, Wyndham Segregated Account AX, located in Bermuda. In addition to general state law restrictions on payments of dividends and other distributions to stockholders applicable to all corporations, insurance companies are subject to further regulations that, among other things, may require such companies to maintain certain levels of equity and restrict the amount of dividends and other distributions that may be paid to their parent corporations. Under regulatory requirements at December 31, 2015 , the amount of dividends that may be paid by the Company’s insurance subsidiary in New York to the Company without prior approval by regulatory authorities was less than $0.1 million . The initial dividend payment to be paid from the segregated cell business to the Company, will not be calculated until 24 months from the effective date and annually thereafter. During 2015 , 2014 and 2013 , the Company’s insurance subsidiaries did not pay any dividends to the Company. The statutory net income for 2015 , 2014 and 2013 and statutory capital and surplus at December 31, 2015 , 2014 and 2013 , for the Company’s insurance subsidiary was as follows (in thousands): As of December 31, 2015 2014 2013 Statutory net income $ 1,386 $ 990 $ 1,126 Statutory capital and surplus 26,068 23,661 16,875 As of December 31, 2015 , the Company’s insurance subsidiary maintained $26.1 million of statutory capital and surplus which was above the required amount of $24.5 million of statutory capital and surplus to avoid additional regulatory oversight. As of December 31, 2015 and 2014 , the Company had $6.5 million on deposit with various states in which it writes policies. |
Related Parties (Notes)
Related Parties (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Related Parties The Company is party to an arrangement with the father of the Company’s Chief Executive Officer, who serves as an independent contractor, to develop veterinary relationships and build referrals. The terms of the independent contractor agreement are consistent with the terms of other similar independent contractors that do business with the Company. Total amounts paid to the related party in 2015 , 2014 and 2013 were $0.3 million . |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before income taxes was as follows for the years ended December 31, 2015 , 2014 and 2013 (in thousands): Years Ended December 31, 2015 2014 2013 United States $ (17,222 ) $ (21,371 ) $ (8,256 ) Foreign 131 187 (11 ) $ (17,091 ) $ (21,184 ) $ (8,267 ) The components of income tax expense (benefit) were as follows (in thousands): Years Ended December 31, 2015 2014 2013 Current: U.S. federal & state $ 31 $ 26 $ 30 Foreign 84 (30 ) (122 ) 115 (4 ) (92 ) Deferred: U.S. federal & state — — — Foreign (1 ) (3 ) — (1 ) (3 ) — Income tax expense (benefit) $ 114 $ (7 ) $ (92 ) A reconciliation of income tax expense at the statutory federal income tax rate and income taxes as reflected in the financial statements is presented below: Years Ended December 31, 2015 2014 2013 Federal income taxes at statutory rate 34.0 % 34.0 % 34.0 % Equity compensation (1.2 ) (0.9 ) (8.6 ) Change in valuation allowance (34.9 ) (32.5 ) (25.1 ) Other, net 1.4 (0.5 ) 0.8 Effective income tax rate (0.7 )% 0.1 % 1.1 % The principal components of the Company’s deferred tax assets and liabilities were as follows (in thousands): Years Ended December 31, 2015 2014 Deferred tax assets: Current: Unearned premium reserves $ 745 $ 863 Loss reserves 167 150 Other 690 801 Noncurrent: Net operating loss carryforwards 20,514 14,346 Depreciation and amortization 451 356 Equity compensation 713 713 Other 96 228 Total deferred tax assets 23,376 17,457 Deferred tax liabilities: Current: Deferred costs (189 ) (140 ) Noncurrent: Intangible assets (1,623 ) (1,623 ) Other (72 ) — Total deferred tax liabilities (1,884 ) (1,763 ) Total deferred taxes 21,492 15,694 Less deferred tax asset valuation allowance (23,110 ) (17,313 ) Net deferred taxes $ (1,618 ) $ (1,619 ) At December 31, 2015 , the Company had federal net operating loss carryforwards of $63.5 million . Use of the carryforwards is limited based on the future income of the Company. The federal net operating loss carryforwards will begin to expire in 2027 . Approximately $3.1 million of the net operating loss (NOL) carryforwards relate to tax deductible stock-based compensation in excess of amounts recognized for financial statement purposes. To the extent that net operating loss carryforwards, if realized, relate to excess stock-based compensation, the resulting tax benefits will be recorded to stockholders’ equity, rather than to results of operations. Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of the Company’s net operating loss carryforwards and credit carryforwards may be limited if the Company experiences an ownership change. The Company has not performed a significant analysis to determine whether the qualifying change in ownership that would limit the utilization of the NOLs has taken place. A valuation allowance is required to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded a full valuation allowance against its deferred tax assets at December 31, 2015 and 2014 , because the Company’s management has determined that it is more likely than not that these assets will not be fully realized. The Company is open to examination by the U.S. federal tax jurisdiction for the years ended December 31, 2012 through 2015 . The Company is also open to examination for 2007 and forward with respect to net operating loss carryforwards generated and carried forward from those years in the United States. The Company is open to examination by the Canada Revenue Agency for the years ended December 31, 2011 through 2015 for all corporate tax matters, and open for the years ended December 31, 2008 through 2015 for transactions with non-arm’s length non-Canadian residents. The Company accounts for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the taxing authority, including resolution of any appeals or litigation, on the basis of the technical merits of the position. If the tax position meets the more-likely-than-not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the relevant tax authority is recognized in the financial statements. Net unrecognized tax benefits, interest, and penalties not expected to be settled within one year are included in other long-term liabilities on the consolidated balance sheets. No significant changes in uncertain tax positions are expected in the next twelve months. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): Years Ended December 31, 2015 2014 2013 Balance, beginning of year $ 65 $ 390 $ 526 Decreases to tax positions related to prior periods — (346 ) (162 ) Increases to tax positions related to the current year 15 21 26 Balance, end of year $ 80 $ 65 $ 390 |
Retirement Plan (Notes)
Retirement Plan (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | The Company has a 401(k) plan for its U.S. employees. The plan allows employees to contribute a percentage of their pretax earnings annually, subject to limitations imposed by the Internal Revenue Service. The plan also allows the Company to make a matching contribution, subject to certain limitations. To date, the Company has made no contributions to the 401(k) plan. |
Quarterly Financial Information
Quarterly Financial Information (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | Quarterly Financial Information (Unaudited) The following table contains selected unaudited financial data for each quarter of 2015 and 2014 . The unaudited information should be read in conjunction with the Company’s financial statements and related notes included elsewhere in this report. The Company believes that the following unaudited information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Three Months Ended Dec. 31, 2015 Sept. 30, 2015 Jun. 30, 2015 Mar. 31, 2015 Dec. 31, 2014 Sept. 30, 2014 Jun. 30, 2014 Mar. 31, 2014 (in thousands, except share amounts) Total revenues $ 40,201 $ 37,865 $ 35,587 $ 33,310 $ 31,868 $ 30,312 $ 28,090 $ 25,640 Gross profit 7,270 6,591 5,786 5,582 5,524 4,445 5,150 4,756 Net loss (3,001 ) (4,643 ) (4,625 ) (4,936 ) (4,276 ) (8,509 ) (3,479 ) (4,913 ) Net loss per share attributable to common stockholders: Basic and diluted (0.11 ) (0.17 ) (0.17 ) (0.18 ) (0.16 ) (0.41 ) (2.25 ) (3.22 ) Weighted average shares used to compute net loss per share attributable to common stockholders: Basic and diluted 27,856,450 27,755,310 27,597,721 27,337,302 27,231,651 20,857,126 1,543,134 1,524,028 |
Schedule 1-Parent Only Disclosu
Schedule 1-Parent Only Disclosures [Schedule] (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Financial Information of Parent Company Only Disclosure | Trupanion, Inc. Condensed Balance Sheets ( Parent Company Only) (In thousands, except for share and per share data) As of December 31, 2015 2014 Assets Current assets: Cash and cash equivalents $ 6,040 $ 45,042 Prepaid expenses and other assets 364 399 Total current assets 6,404 45,441 Equity method investment 300 — Property and equipment, net 641 450 Intangible assets, net 4,784 4,847 Advances to and investments in subsidiaries 35,006 25,219 Total assets $ 47,135 $ 75,957 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 11 $ 7 Accrued liabilities 145 152 Deferred tax liabilities 169 124 Total current liabilities 325 283 Long-term debt — 14,900 Deferred tax liabilities 1,454 1,499 Total liabilities 1,779 16,682 Stockholders’ equity: Common stock, $0.00001 par value per share, 200,000,000 shares authorized at December 31, 2015 and December 31, 2014, 29,017,168 and 28,396,189 issued and outstanding at December 31, 2015; 28,451,920 and 27,830,941 shares issued and outstanding at December 31, 2014. — — Preferred stock: $0.00001 par value per share, 10,000,000 authorized at December 31, 2015 and December 31, 2014, and 0 issued and outstanding at December 31, 2015 and December 31, 2014. — — Additional paid-in capital 122,844 119,045 Accumulated other comprehensive (loss) income (502 ) 11 Accumulated deficit (74,385 ) (57,180 ) Treasury stock, at cost: 620,979 shares at December 31, 2015 and December 31, 2014. (2,601 ) (2,601 ) Total stockholders’ equity 45,356 59,275 Total liabilities and stockholders’ equity $ 47,135 $ 75,957 Trupanion, Inc. Condensed Statements of Comprehensive Loss (Parent Company Only) (In thousands) Years Ended December 31, 2015 2014 2013 Expenses: Claims expenses $ 226 $ 240 $ 187 Other costs of revenue 44 79 46 Sales and marketing 621 553 677 Technology and development 628 528 391 General and administrative 3,852 4,108 1,131 Total expenses 5,371 5,508 2,432 Operating loss (5,371 ) (5,508 ) (2,432 ) Interest expense 325 6,726 609 Other (income) loss (2 ) (1,575 ) 630 Loss before equity in undistributed earnings of subsidiaries (5,694 ) (10,659 ) (3,671 ) Equity in undistributed earnings of subsidiaries (11,511 ) (10,518 ) (4,504 ) Net loss $ (17,205 ) $ (21,177 ) $ (8,175 ) Other comprehensive (loss) income, net of taxes: Other comprehensive (loss) income of subsidiaries (513 ) 175 (22 ) Other comprehensive (loss) income (513 ) 175 (22 ) Comprehensive loss $ (17,718 ) $ (21,002 ) $ (8,197 ) Trupanion, Inc. Condensed Statements of Cash Flows (Parent Company Only) (In thousands) Years Ended December 31, 2015 2014 2013 Operating activities Net loss $ (17,205 ) $ (21,177 ) $ (8,175 ) Adjustments to reconcile net loss to cash (used in) provided by operating activities: Loss attributable to equity method investments 11,511 10,518 4,504 Depreciation and amortization 126 67 37 Amortization of debt discount and prepaid loan fees 21 5,033 36 Warrant expense — (1,574 ) 543 Stock-based compensation expense 3,002 4,084 1,938 Other — — 52 Changes in operating assets and liabilities: Prepaid expenses and other assets 14 (339 ) (64 ) Accounts payable (1,389 ) 889 1,840 Accrued liabilities (8 ) (84 ) 206 Net cash (used in) provided by operating activities (3,928 ) (2,583 ) 917 Investing activities Purchases of property and equipment (149 ) (243 ) (65 ) Equity method investment (300 ) — — Advances to and investments in subsidiaries (19,900 ) (22,209 ) (9,455 ) Net cash used in investing activities (20,349 ) (22,452 ) (9,520 ) Financing activities Restricted cash — 3,000 (3,000 ) Tax withholding on restricted stock (643 ) — — Proceeds from exercise of stock options 1,335 211 607 Repayment of debt financing (14,900 ) (15,000 ) 20,000 Other financing costs — (103 ) (56 ) Net Proceeds from IPO — 72,755 — Net cash (used in) provided by financing activities (14,208 ) 60,863 17,551 Effect of foreign exchange rates on cash, net (517 ) 175 (22 ) Net increase (decrease) in cash and cash equivalents (39,002 ) 36,003 8,926 Cash and cash equivalents at beginning of year 45,042 9,039 113 Cash and cash equivalents at end of year $ 6,040 $ 45,042 $ 9,039 Supplemental disclosures Income taxes paid — — — Interest paid (155 ) (1,494 ) (642 ) Noncash investing and financing activities: Warrants issued in conjunction with debt issuance — 1,124 3,806 Exchange of stock and intangible asset for equity method investment — — 448 Cashless exercise of preferred stock warrants — 1,270 — Common stock warrant reclassification to equity — 3,180 — 1. Organization and Presentation The accompanying condensed financial statements present the financial position, results of operations and cash flows for Trupanion, Inc. These condensed unconsolidated financial statements should be read in conjunction with the consolidated financial statements of Trupanion, Inc. and its subsidiaries and the notes thereto (the Consolidated Financial Statements). Investments in subsidiaries are accounted for using the equity method of accounting. Additional information about Trupanion, Inc.’s accounting policies pertaining to intangible assets, commitments and contingencies, debt financing, stock-based compensation, and stockholders’ equity are set forth in Notes 4, 8, 10, 11 and 12, respectively, to the Consolidated Financial Statements |
Nature of Operations and Summ28
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company generates revenue primarily from subscription fees for its medical insurance plan and other policies the Company writes, which is earned pro rata over the terms of the customer contracts. No single customer accounted for more than 5% of the Company’s revenue in 2015 , 2014 or 2013 . |
Fronting agreement and other policies [Policy Text Block] | For the Company’s Canadian business, all plans are written by Omega General Insurance Company (Omega) and the risk is assumed by the Company through a fronting and reinsurance agreement. Premiums are recognized and earned pro rata over the terms of the related customer contracts. Premiums recognized from the agreement in 2015 , 2014 and 2013 were $ 30.9 million , $ 29.1 million and $ 24.7 million , respectively and deferred revenue relating to this arrangement at December 31, 2015 and 2014 was $0.9 million and $ 0.9 million , respectively. Reinsurance revenue was 21% , 25% and 29% of total revenue in 2015, 2014 and 2013 , respectively. Cash designated for the purpose of paying claims related to this reinsurance agreement was $2.0 million and $1.7 million at December 31, 2015 and 2014 , respectively. As required by the Office of the Superintendent of Financial institutions regulations related to the Company’s reinsurance agreement with Omega General Insurance Company, the Company is required to fund a Canadian Trust account with the greater of CAD $2.0 million or 115% of unearned Canadian premium plus 15% of outstanding Canadian claims, including all incurred by not reported claims. The Company has not transferred any risk to third-party reinsurers. In November 2012, the Company began writing one-year pet insurance policies for an unaffiliated general agent. Revenue during 2015 , 2014 and 2013 totaled $9.9 million , $10.0 million and $7.0 million , respectively, and deferred revenue relating to this arrangement at December 31, 2015 and 2014 was $5.5 million and $5.1 million , respectively. |
Advertising Costs, Policy [Policy Text Block] | Advertising Advertising costs are expensed as incurred, with the exception of television advertisements, which are expensed for the first time each advertisement is aired. Advertising costs amounted to $5.3 million , $3.2 million and $0.7 million , in 2015 , 2014 and 2013 , respectively. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company measures compensation expense for stock-based transactions to employees at fair value on the date of grant and recognizes such cost, on a straight-line basis over the requisite service period (generally four years) net of estimated forfeitures, except for the restricted stock with a performance condition which is measured on graded and vesting schedule. Many factors are considered when estimating forfeitures, including types of awards, employee class and historical experience. Stock options are valued using the Black-Scholes-Merton option-pricing model. The fair value of restricted stock units (RSUs) and restricted stock awards is based on the fair value of the Company’s stock on the date of the grant. The Company measures compensation cost for stock-based compensation to non-employees at fair value and remeasures the award each period until the award vests. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency The Company’s consolidated financial statements are reported in U.S. dollars. Assets and liabilities of international subsidiaries with non-U.S. dollar functional currencies are translated to U.S. dollars at the exchange rates in effect on the balance sheet date. Revenue and expenses for each subsidiary are translated to U.S. dollars using a weighted-average rate for the relevant reporting period. Translation adjustments resulting from this process are included in accumulated other comprehensive loss, and totaled $0.4 million as of December 31, 2015. Gains and losses that arise from exchange rate fluctuations for monetary asset and liability balances that are not denominated in an entity’s functional currency are included within other income. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, investments and accounts receivable. The Company manages its risk by investing cash equivalents and investment securities in money market instruments and securities of the U.S. government, U.S. government agencies and high-credit-quality issuers of debt securities. Credit risk with respect to accounts receivable is dispersed due to the large number of customers. In addition, the Company’s credit risk is mitigated by the relatively short collection period. |
Description of Business and Basis of Presentation | Description of Business The Company provides medical insurance plans for cats and dogs throughout the United States, Canada and Puerto Rico. The Company’s 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. We strive to operate the business similar to other subscription-based businesses, with a focus on maximizing the lifetime value of each pet while sustaining a favorable ratio of lifetime value relative to acquisition cost. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain prior year amounts have been reclassified within the Company’s consolidated financial statements from their original presentation to conform with the current period presentation |
Use of Estimates [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies and the reported amounts of revenue and expenses. Significant items subject to such estimates and assumptions include the valuation of deferred tax assets, stock-based compensation, claims reserve, useful lives of software developed for internal use and income tax uncertainties. Actual results could differ from the estimates used in preparing the consolidated financial statements. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are provided for when it is considered more likely than not that deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than a 50% likelihood of being realized. Penalties and interest are classified as a component of income taxes. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued an Accounting Standard Update (ASU) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Insurance contracts are excluded from the scope of this new guidance. The guidance is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted, and must be applied retrospectively or modified retrospectively. The Company does not believe this ASU will have a material impact on its consolidated financial statements. In May 2015, the FASB issued an ASU amending short-term insurance contract disclosures and requiring more detailed disclosures to enable users of financial statements to understand information relating to liabilities for unpaid claims and claims adjustment expenses. Additionally, the amendments will also require insurance entities to disclose information about significant changes in methodologies and assumptions used to calculate these liabilities. This guidance is effective for annual reporting periods beginning after December 15, 2015 and interim periods beginning after December 15, 2016. Early adoption of this guidance is permitted, and must be applied retrospectively by providing comparative disclosures for each period presented. The Company plans to adopt this guidance as of December 31, 2016. In November 2015, the FASB issued an ASU amending the accounting for income taxes and requiring all deferred tax assets and liabilities to be classified as non-current on the consolidated balance sheet. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The ASU may be adopted either prospectively or retrospectively. The Company plans to adopt this guidance as of December 31, 2016. |
Cost of Sales, Policy [Policy Text Block] | Claims Expense Claims expenses include claims incurred, the cost of personnel administering the claims and providing customer service related to claims, and other operating expenses directly or indirectly related to claims administration. |
Other Costs of Revenue, Policy [Policy Text Block] | Other Cost of Revenue Other cost of revenue for the subscription business segment includes direct and indirect member service expenses, renewal fees, credit card transaction fees and premium tax expenses. Other cost of revenue for the other business segment includes the commission the Company pays to the unaffiliated general agent and premium taxes on other policies in this segment. |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | Sales and Marketing Sales and marketing expenses consist of costs to educate veterinarians and policy holders about the Company’s policy, converting leads to enrolled pets, print, online and promotional advertising costs and employee compensation and related costs. General and Administrative General and administrative expenses consist primarily of personnel costs and related expenses for the Company’s finance, actuarial, human resources, business development and general management functions, as well as facilities and professional services. |
Research and Development Expense, Policy [Policy Text Block] | Technology and Development Technology and development expenses consist primarily of personnel costs and related expenses for the Company’s 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. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At times, cash on deposit may be in excess of the applicable federal deposit insurance corporation limits. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts and Other Receivable Receivables are comprised of trade receivables and other miscellaneous receivables. As of December 31, 2015 and 2014 , receivables included $7.2 million and $6.8 million , respectively, for one-year policies written by an unaffiliated general agent. No single customer made up more than 5% of accounts receivable as of December 31, 2015 or 2014 . |
Deferred Policy Acquisition Costs, Policy [Policy Text Block] | single customer made up more than 5% of accounts receivable as of December 31, 2015 or 2014 . Deferred Acquisition Costs The Company incurs certain costs related to the successful acquisition of new and renewal customer contracts, which are capitalized. These costs include premium taxes, commissions, and referral fees that directly relate to the successful acquisition of new or renewal customer contracts. Deferred acquisition costs are included in prepaid expenses and other assets on the consolidated balance sheet and are amortized over the related policy term to the applicable |
Investment, Policy [Policy Text Block] | Investments The Company recognizes the following classifications of investments: Short-term-investments —Investments with an initial maturity of less than one year are reported at amortized cost, which approximates fair value. Available-for-Sale —Investments in fixed maturities not classified as short-term-investments are reported at fair value, and the temporary declines or increases from amortized cost are included as a component of other comprehensive income. Available-for-sale securities are classified based upon the availability to be used in current operations. Premiums and discounts on fixed maturity securities are amortized or accreted over the life of the security. Such amortization expense and accretion is included in interest income. Interest income is recognized in other (income) expense, net when earned. A decline in the fair value of any available-for-sale security below amortized cost that is deemed to be other than temporary results in an impairment to reduce the amortized cost to fair value or recovery value. To determine whether an impairment is other than temporary, the Company considers its intent to sell the security, intent and ability to hold the security, as well as all available information relevant to the collectability of the security, including past events, current conditions, and reasonable and supportable forecasts, when developing estimates of cash flows expected to be collected. Realized capital gains and losses are determined on a specific identification basis and recorded as a part of other expense, net in the statement of operations. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets ranging from three to five years. Leasehold improvements are depreciated over the less of their expected useful life or the remaining term of the related lease. Costs related to software developed for internal use are primarily related to the Company’s website, internal support systems, and proprietary billing and claims systems. Costs are capitalized during the application development stage of the project and amortized on a straight-line basis over the estimated useful lives of the related assets, estimated between three and five years, once the software is placed into service. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Indefinite-lived intangible assets, which are not amortized, are assessed for impairment at least annually and more frequently if circumstances indicate a possible impairment. The Company first performs a qualitative analysis to assess whether it is more likely than not the asset is impaired and, if necessary, a quantitative analysis is performed to measure impairment. Assets with finite lives are amortized over their estimated remaining useful life. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Asset Impairment Long-lived assets, such as property and equipment and definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. |
Liability Reserve Estimate, Policy [Policy Text Block] | Claims Reserve The claims reserve includes unpaid claims and claims adjustment expenses, which includes an estimate, based on past experience, for claims incurred but not reported. Such liabilities are necessarily based on assumptions and estimates, and while management believes the amount is adequate, the ultimate liability may be in excess of or less than the amount provided. The methods for making such estimates and for establishing the resulting liability are continually reviewed, and any adjustments are reflected in the period in which they become known. |
Fair Value Measurement, Policy [Policy Text Block] | Warrants The Company issued warrants to purchase common or convertible preferred stock to third parties as a part of certain business and financing transactions. The Company values warrants using the Black-Scholes-Merton option-pricing model. Certain warrants were considered liability awards and were remeasured each reporting period until exercised, settled or reclassified to stockholders’ equity. See Note 12 for additional information. |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following potential dilutive equity securities are not included in the diluted net loss per common share calculation because they would have had an antidilutive effect: As of December 31, 2015 2014 2013 Stock options 4,871,949 5,112,556 4,663,445 Restricted stock awards and units 472,384 592,625 722,226 Warrants 869,999 869,999 884,111 Series A convertible preferred stock — — 7,466,283 Series B convertible preferred stock — — 3,546,384 Series C convertible preferred stock — — 3,845,322 Exchangeable shares — — 2,247,130 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, along with their useful lives, were as follows for the years ended December 31, 2015 and 2014 (in thousands): Years Ended December 31, 2015 2014 Office and telephone equipment (5 years) $ 127 $ 123 PC and networking hardware (3–4 years) 1,177 1,125 Software (3–5 years) 12,547 8,532 Furniture and fixtures (5 years) 711 711 Vehicles (5 years) 54 54 Leasehold improvement (over less of expected useful life of life of lease) 621 571 Property and equipment 15,237 11,116 Accumulated depreciation (5,518 ) (3,254 ) Property and equipment, net $ 9,719 $ 7,862 |
Nature of Operations and Summ31
Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Deferred Policy Acquisition Costs [Table Text Block] | Total deferred acquisition costs for the years ended December 31, 2015 , 2014 and 2013 are summarized below (in thousands): Years Ended December 31, 2015 2014 2013 Deferred acquisition costs capitalized $ 10,184 $ 7,995 $ 5,919 Deferred acquisition costs amortized: Sales and marketing 1,490 858 663 Other cost of revenue 8,606 7,052 5,082 Total amortization 10,096 7,910 5,745 Balance at December 31, $ 557 $ 469 $ 384 |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | Other (income) expense, net was comprised of the following (in thousands): Years Ended December 31, 2015 2014 2013 Interest income $ (75 ) $ (73 ) $ (86 ) Foreign exchange gain 36 41 76 Loss on disposal of fixed assets 20 111 44 Warrant remeasurement — (1,574 ) 543 Other 10 8 94 Other (income) expense, net $ (9 ) $ (1,487 ) $ 671 |
Investment Securities Available
Investment Securities Available-for-Sale (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment [Table Text Block] | Investment Securities The amortized cost, gross unrealized holding losses, and fair value of available-for-sale and short-term investments by major security type and class of security were as follows as of December 31, 2015 and 2014 (in thousands): Amortized Gross Fair As of December 31, 2015 Available-for-sale: Foreign deposits $ 1,442 $ — $ 1,442 Municipal bond 1,000 (54 ) $ 946 $ 2,442 $ (54 ) $ 2,388 Short-term investments: U.S. Treasury securities $ 5,683 $ — $ 5,683 Certificates of deposit 1,551 — 1,551 U.S. government funds 18,054 — 18,054 $ 25,288 $ — $ 25,288 Amortized Gross Fair As of December 31, 2014 Available-for-sale: Municipal bond $ 1,000 $ (58 ) $ 942 $ 1,000 $ (58 ) $ 942 Short-term investments: U.S. Treasury securities $ 5,677 $ — $ 5,677 Certificates of deposit 800 — $ 800 U.S. government funds 15,894 — $ 15,894 $ 22,371 $ — $ 22,371 |
Available-for-sale Securities [Table Text Block] | Maturities of debt securities classified as available-for-sale were as follows (in thousands): December 31, 2015 Amortized Fair Available-for-sale: Due under one year $ — $ — Due after one year through five years 1,442 1,442 Due after five years through ten years 1,000 946 Due after ten years — — $ 2,442 $ 2,388 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair value, asset & liabilities measured on recurring basis [Table Text Block] | The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of December 31, 2015 Fair Value Level 1 Level 2 Level 3 Assets Foreign deposits $ 1,442 $ 1,442 $ — $ — Municipal bond 946 — 946 — Money market funds 7,545 7,545 — — Total $ 9,933 $ 8,987 $ 946 $ — As of December 31, 2014 Fair Value Level 1 Level 2 Level 3 Assets Municipal bond $ 942 $ — $ 942 $ — Money market funds 44,575 44,575 — — Total $ 45,517 $ 44,575 $ 942 $ — |
Fair value, assets measured on recurring basis, unobservable input reconciliation [Table Text Block] | A rollforward of activity in liabilities valued using Level 3 inputs is as follows (in thousands): Warrant Liabilities 2014 Balance at January 1, $ 4,900 Issued warrant liability awards 1,124 Settlement of warrant liability upon exercise (1,270 ) Change in fair value upon remeasurement (1,574 ) Reclassification to stockholders’ equity (3,180 ) Balance at December 31, $ — |
Fair value inputs, warrant liabilities, quantitative information [Table Text Block] | • Warrant liabilities: These liabilities are valued using the Black-Scholes-Merton option-pricing model using certain unobservable inputs that are estimated by the Company. These inputs include a measure of volatility using an average of peer companies’ publicly traded stock volatility, expected dividend payments based on management’s assertion that no dividends will be paid in the near term, the remaining contractual term and a discount rate using an average equivalent bond yield calculation. The range of inputs used is as follows: Year Ended December 31, 2014 Expected volatility 34%-46% Expected dividends —% Risk-free rate 0.03%-2.02% Term 0.1-6.0 years |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2015 , are as follows (in thousands): Year ending December 31: 2016 $ 1,407 2017 1,502 2018 1,887 2019 2,047 2020 2,128 2021-2026 12,495 Total minimum lease payments $ 21,466 |
Long-term Purchase Commitment [Table Text Block] | Future commitments related to these contracts are as follows (in thousands): Year ending December 31: 2016 $ 2,075 2017 782 2018 326 2019 326 2020 141 2021 16 Total minimum commitment $ 3,666 |
Claims Reserve (Tables)
Claims Reserve (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid [Abstract] | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense [Table Text Block] | Activity in the claims reserve is summarized as follows (in thousands): Years Ended December 31, 2015 2014 2013 Claims reserve at beginning of year $ 5,107 $ 5,612 $ 2,582 Claims incurred during the year related to: Current year 103,373 80,438 56,702 Prior years (49 ) (525 ) (65 ) Total claims incurred 103,324 79,913 56,637 Claims paid during year related to: Current year 96,951 75,094 50,907 Prior years 4,987 5,088 2,516 Total claims paid 101,938 80,182 53,423 Non-cash claims expense 219 236 184 Claims reserve at end of year $ 6,274 $ 5,107 $ 5,612 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | The weighted-average grant date fair value of stock options granted and the fair value of options vested were as follows for the years ending December 31, 2015 , 2014 , and 2013 : Weighted- Average Grant Date Fair Value Fair Value of Options Vested (per share) (in thousands) Year: 2013 $ 2.97 $ 1,675 2014 $ 5.33 $ 2,203 2015 $ 3.46 $ 3,796 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Stock Options The grant date fair value of stock option awards are estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Valuation assumptions for the years ended December 31, 2015 , 2014 and 2013 are presented in the following table: Years Ended December 31, 2015 2014 2013 Valuation assumptions: Expected term (in years) 3.0-6.25 6.25 6.25 Expected volatility 37.2%-49.4% 54.3%–59.3% 54.9%–57.4% Risk-free interest rate 1.1%-2.0% 1.8%–2.0% 1.0%–2.0% Expected dividend yield —% —% —% |
Schedule of Share-based Compensation, Stock Options, Activity | Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) December 31, 2012 4,226,883 1.32 — Granted 1,294,150 4.40 — Exercised (547,981 ) 1.11 2,285 Forfeited (309,607 ) 2.48 — December 31, 2013 4,663,445 2.12 30,406 Granted 754,200 9.64 — Exercised (176,595 ) 1.20 1,428 Forfeited (128,494 ) 5.40 — December 31, 2014 5,112,556 3.19 21,116 Granted 698,764 7.84 — Exercised (632,829 ) 2.12 3,703 Forfeited (306,542 ) 7.65 — December 31, 2015 4,871,949 3.71 29,644 Vested and exercisable at December 31, 2015 3,575,646 $ 2.35 $ 26,590 As of December 31, 2015 , stock options outstanding had a weighted average remaining contractual life of 6.1 years and vested and exercisable options had a weighted average remaining contractual life of 5.2 years . |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The below table summarizes the Company’s restricted stock award activity for the years ending December 31, 2015 , 2014 and 2013 : Number of Shares Weighted- Average Grant Date Fair Value Per Restricted Stock Nonvested stock award balance at December 31, 2012 — $ — Restricted stock awards granted 732,708 4.77 Awards upon which restrictions lapsed (10,482 ) 4.77 Restricted stock awards forfeited — — Nonvested stock award balance at December 31, 2013 722,226 4.77 Restricted stock awards granted 6,126 5.79 Awards upon which restrictions lapsed (143,967 ) 4.81 Restricted stock awards forfeited — — Nonvested stock award balance at December 31, 2014 584,385 4.77 Restricted stock awards granted 2,385 7.26 Awards upon which restrictions lapsed (119,262 ) 4.80 Restricted stock awards forfeited — — Nonvested stock award balance at December 31, 2015 467,508 4.77 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Stock-based compensation expense recognized in each category of the consolidated statement of operations for the years ended December 31, 2015 , 2014 and 2013 was as follows (in thousands): Years Ended December 31, 2015 2014 2013 Claims expenses $ 219 $ 236 $ 184 Other cost of revenue 44 79 46 Sales and marketing 446 553 677 Technology and development 404 461 351 General and administrative 1,889 2,755 680 Total stock-based compensation $ 3,002 $ 4,084 $ 1,938 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Revenue and Gross Profit from Segments [Table Text Block] | The Company has two segments: subscription business and other business. The subscription business segment includes monthly subscriptions related to the Company’s medical plan which are marketed directly to consumers, while the other business segment includes all other business that is not directly marketed to consumers. Prior to January 1, 2015, certain enrollments that were not marketed directly to consumers were included in the subscription business segment as they were not segregated in reporting used by the chief operating decision maker. As of January 1, 2015, the Company began reporting these pets in its other business segment due to the characteristics of this business being similar to other arrangements within the other business segment. In addition, the chief operating decision maker began using information related to the subscription business segment excluding these pets in order to evaluate the Company’s business and operations and make decisions. As such, these pets have been considered a part of the other business segment after January 1, 2015. Prior period segment information presented below has been recast to reflect this change. The chief operating decision maker uses two measures to evaluate segment performance: revenue and gross profit. Additionally, other operating expenses, such as sales and marketing expenses, are allocated to each segment and evaluated when material. Interest and other expenses and income taxes are not allocated to the segments, nor included in the measure of segment profit or loss. The Company does not analyze discrete segment balance sheet information related to long-term assets. Revenue and gross profit of the Company’s segments were as follows (in thousands): Years Ended December 31, 2015 2014 2013 Revenue: Subscription business $ 133,406 $ 103,502 $ 76,413 Other business 13,557 12,408 7,416 146,963 115,910 83,829 Claims expenses: Subscription business 95,420 74,206 53,288 Other business 7,904 5,707 3,349 103,324 79,913 56,637 Other cost of revenue: Subscription business 14,008 10,963 8,106 Other business 4,402 5,160 3,442 18,410 16,123 11,548 Gross profit: Subscription business 23,978 18,333 15,019 Other business 1,251 1,541 625 25,229 19,874 15,644 Sales and marketing 15,231 11,608 9,091 Technology and development 11,215 9,899 4,888 General and administrative 15,558 14,312 8,652 Operating loss $ (16,775 ) $ (15,945 ) $ (6,987 ) |
Revenue from External Customers by Geographic Areas [Table Text Block] | The following table presents the Company’s revenue by geographic region of the member (in thousands): Years Ended December 31, 2015 2014 2013 United States $ 116,585 $ 86,494 $ 58,847 Canada 30,378 29,416 24,982 Total revenue $ 146,963 $ 115,910 $ 83,829 |
Dividend Restrictions Statuto38
Dividend Restrictions Statutory Surplus (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Insurance [Abstract] | |
Statutory Accounting Practices Disclosure [Table Text Block] | The statutory net income for 2015 , 2014 and 2013 and statutory capital and surplus at December 31, 2015 , 2014 and 2013 , for the Company’s insurance subsidiary was as follows (in thousands): As of December 31, 2015 2014 2013 Statutory net income $ 1,386 $ 990 $ 1,126 Statutory capital and surplus 26,068 23,661 16,875 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income (loss) before income taxes was as follows for the years ended December 31, 2015 , 2014 and 2013 (in thousands): Years Ended December 31, 2015 2014 2013 United States $ (17,222 ) $ (21,371 ) $ (8,256 ) Foreign 131 187 (11 ) $ (17,091 ) $ (21,184 ) $ (8,267 ) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) were as follows (in thousands): Years Ended December 31, 2015 2014 2013 Current: U.S. federal & state $ 31 $ 26 $ 30 Foreign 84 (30 ) (122 ) 115 (4 ) (92 ) Deferred: U.S. federal & state — — — Foreign (1 ) (3 ) — (1 ) (3 ) — Income tax expense (benefit) $ 114 $ (7 ) $ (92 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense at the statutory federal income tax rate and income taxes as reflected in the financial statements is presented below: Years Ended December 31, 2015 2014 2013 Federal income taxes at statutory rate 34.0 % 34.0 % 34.0 % Equity compensation (1.2 ) (0.9 ) (8.6 ) Change in valuation allowance (34.9 ) (32.5 ) (25.1 ) Other, net 1.4 (0.5 ) 0.8 Effective income tax rate (0.7 )% 0.1 % 1.1 % |
Schedule of Deferred Tax Assets and Liabilities | The principal components of the Company’s deferred tax assets and liabilities were as follows (in thousands): Years Ended December 31, 2015 2014 Deferred tax assets: Current: Unearned premium reserves $ 745 $ 863 Loss reserves 167 150 Other 690 801 Noncurrent: Net operating loss carryforwards 20,514 14,346 Depreciation and amortization 451 356 Equity compensation 713 713 Other 96 228 Total deferred tax assets 23,376 17,457 Deferred tax liabilities: Current: Deferred costs (189 ) (140 ) Noncurrent: Intangible assets (1,623 ) (1,623 ) Other (72 ) — Total deferred tax liabilities (1,884 ) (1,763 ) Total deferred taxes 21,492 15,694 Less deferred tax asset valuation allowance (23,110 ) (17,313 ) Net deferred taxes $ (1,618 ) $ (1,619 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): Years Ended December 31, 2015 2014 2013 Balance, beginning of year $ 65 $ 390 $ 526 Decreases to tax positions related to prior periods — (346 ) (162 ) Increases to tax positions related to the current year 15 21 26 Balance, end of year $ 80 $ 65 $ 390 |
Quarterly Financial Informati40
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | The operating results for any quarter are not necessarily indicative of results for any future period. Three Months Ended Dec. 31, 2015 Sept. 30, 2015 Jun. 30, 2015 Mar. 31, 2015 Dec. 31, 2014 Sept. 30, 2014 Jun. 30, 2014 Mar. 31, 2014 (in thousands, except share amounts) Total revenues $ 40,201 $ 37,865 $ 35,587 $ 33,310 $ 31,868 $ 30,312 $ 28,090 $ 25,640 Gross profit 7,270 6,591 5,786 5,582 5,524 4,445 5,150 4,756 Net loss (3,001 ) (4,643 ) (4,625 ) (4,936 ) (4,276 ) (8,509 ) (3,479 ) (4,913 ) Net loss per share attributable to common stockholders: Basic and diluted (0.11 ) (0.17 ) (0.17 ) (0.18 ) (0.16 ) (0.41 ) (2.25 ) (3.22 ) Weighted average shares used to compute net loss per share attributable to common stockholders: Basic and diluted 27,856,450 27,755,310 27,597,721 27,337,302 27,231,651 20,857,126 1,543,134 1,524,028 |
Net Loss per Share (Details) Sc
Net Loss per Share (Details) Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 5,112,556 | 4,663,445 | 4,226,883 | |
Common shares attributable to dilutive effect of warrants | 869,999 | 869,999 | ||
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,871,949 | 5,112,556 | 4,663,445 | |
Restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Restricted stock, outstanding | 472,384 | 592,625 | 722,226 | |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common shares attributable to dilutive effect of warrants | 869,999 | 869,999 | 884,111 | |
Series A convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common shares attributable to dilutive effect of preferred stock | 0 | 0 | 7,466,283 | |
Series B convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common shares attributable to dilutive effect of preferred stock | 0 | 0 | 3,546,384 | |
Series C convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common shares attributable to dilutive effect of preferred stock | 0 | 0 | 3,845,322 | |
Special Voting Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Exchangeable Shares | 0 | 0 | 2,247,130 |
Property Plant and Equipment (D
Property Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 15,237 | $ 11,116 | |
Accumulated depreciation | (5,518) | (3,254) | |
Property and equipment, net | 9,719 | 7,862 | |
Depreciation and amortization expense | $ 2,500 | 1,600 | $ 900 |
Interest Expense [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Interest Costs Capitalized | 200 | $ 100 | |
Office and telephone equipment (5 years) | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Property, Plant and Equipment, Gross | $ 127 | 123 | |
PC and networking hardware (3–4 years) | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 1,177 | 1,125 | |
Software (3–5 years) | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 12,547 | 8,532 | |
Furniture and fixtures (5 years) | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Property, Plant and Equipment, Gross | $ 711 | 711 | |
Vehicles (5 years) | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Property, Plant and Equipment, Gross | $ 54 | 54 | |
Leasehold improvement (over less of expected useful life of life of lease) | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 621 | $ 571 | |
Minimum [Member] | PC and networking hardware (3–4 years) | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Minimum [Member] | Software (3–5 years) | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum [Member] | PC and networking hardware (3–4 years) | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 4 years | ||
Maximum [Member] | Software (3–5 years) | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years |
Nature of Operations and Summ43
Nature of Operations and Summary of Significant Accounting Policies Deferred acquisition costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplementary Insurance Information, by Segment [Line Items] | |||
Acquisition Costs, Cumulative | $ 10,184 | $ 7,995 | $ 5,919 |
Supplemental Information for Property, Casualty Insurance Underwriters, Amortization of Deferred Policy Acquisition Costs | 10,096 | 7,910 | 5,745 |
Deferred Policy Acquisition Costs | 557 | 469 | 384 |
Sales and marketing | |||
Supplementary Insurance Information, by Segment [Line Items] | |||
Supplemental Information for Property, Casualty Insurance Underwriters, Amortization of Deferred Policy Acquisition Costs | 1,490 | 858 | 663 |
Cost of Sales [Member] | |||
Supplementary Insurance Information, by Segment [Line Items] | |||
Supplemental Information for Property, Casualty Insurance Underwriters, Amortization of Deferred Policy Acquisition Costs | $ 8,606 | $ 7,052 | $ 5,082 |
Nature of Operations and Summ44
Nature of Operations and Summary of Significant Accounting Policies Other income, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Interest Income, Other | $ (75) | $ (73) | $ (86) |
Foreign Currency Transaction Gain (Loss), before Tax | 36 | 41 | 76 |
Gain (Loss) on Disposition of Assets | 20 | 111 | 44 |
Warrant expense | 0 | (1,574) | 543 |
Other Income | 10 | 8 | 94 |
Other Operating Income (Expense), Net | $ (9) | $ (1,487) | $ 671 |
Nature of Operations and Summ45
Nature of Operations and Summary of Significant Accounting Policies Narrative (Details) CAD in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CAD | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jan. 01, 2015CAD | |
Accounting Policies [Abstract] | |||||
Minimum Net Capital Required | CAD | CAD 1.3 | ||||
Accounts and other receivables | $ 7.2 | $ 6.8 | |||
Premiums Recognized from Fronting Agreement | 30.9 | 29.1 | $ 24.7 | ||
Deferred Revenue from Fronting Agreement | $ 0.9 | $ 0.9 | |||
Concentration Risk, Percentage | 21.00% | 21.00% | 25.00% | 29.00% | |
Cash Designated for Paying Reinsurance Claims | $ 2 | $ 1.7 | |||
Reinsurance Trust Minimum Payment | CAD | CAD 2 | ||||
Reinsurance Trust Payment Unearned Premium Percentage | 115.00% | 115.00% | |||
Reinsurance Payment of Percentage of Canadian Claims outstanding | 15.00% | 15.00% | |||
Revenue from Unaffiliated General Agent | $ 9.9 | 10 | $ 7 | ||
Deferred Revenue from Arrangement with Unaffiliated General Agent | 5.5 | 5.1 | |||
Advertising Expense | $ 5.3 | $ 3.2 | $ 0.7 |
Intangible Assets (Details)
Intangible Assets (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Impairment, Amount, License Intangibles | $ 0 |
Insurance Company | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Gross (Excluding Goodwill) | $ 4,800 |
Investment Securities (Details)
Investment Securities (Details) Investment Schedule - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Investment [Line Items] | ||
Available-for-sale securities, amortized cost | $ 2,442 | $ 1,000 |
Available-for-sale securities, gross unrealized holding losses | (54) | (58) |
Available-for-sale Securities, Debt Maturities, without Single Maturity Date, Fair Value | 2,388 | 942 |
Held-to-maturity securities, amortized cost | 25,288 | 22,371 |
Held-to-maturity securities, gross unrealized holding losses | 0 | 0 |
Held-to-maturity Securities, Fair Value | 25,288 | 22,371 |
Deposits [Member] | ||
Investment [Line Items] | ||
Available-for-sale securities, amortized cost | 1,442 | |
Available-for-sale securities, gross unrealized holding losses | 0 | |
Available-for-sale Securities, Debt Maturities, without Single Maturity Date, Fair Value | 1,442 | |
Municipal bond | ||
Investment [Line Items] | ||
Available-for-sale securities, amortized cost | 1,000 | 1,000 |
Available-for-sale securities, gross unrealized holding losses | (54) | (58) |
Available-for-sale Securities, Debt Maturities, without Single Maturity Date, Fair Value | 946 | 942 |
U.S. Treasury securities | ||
Investment [Line Items] | ||
Held-to-maturity securities, amortized cost | 5,683 | 5,677 |
Held-to-maturity securities, gross unrealized holding losses | 0 | 0 |
Held-to-maturity Securities, Fair Value | 5,683 | 5,677 |
Certificates of deposit | ||
Investment [Line Items] | ||
Held-to-maturity securities, amortized cost | 1,551 | 800 |
Held-to-maturity securities, gross unrealized holding losses | 0 | 0 |
Held-to-maturity Securities, Fair Value | 1,551 | 800 |
US government debt securities | ||
Investment [Line Items] | ||
Held-to-maturity securities, amortized cost | 18,054 | 15,894 |
Held-to-maturity securities, gross unrealized holding losses | 0 | 0 |
Held-to-maturity Securities, Fair Value | $ 18,054 | $ 15,894 |
Investment Securities (Detail48
Investment Securities (Details) Narrative - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Investments, Debt and Equity Securities [Abstract] | ||
Available-for-sale securities, continuous unrealized loss position, fair value | $ (100) | $ (100) |
Available-for-sale securities, due after five years through ten years, fair value | $ 946 | $ 900 |
Investment Securities (Detail49
Investment Securities (Details) Available-for-Sale - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Investments, Debt and Equity Securities [Abstract] | ||
Available-for-sale securities,due under one year, amortized cost basis | $ 0 | |
Available-for-sale securities, due under one year, fair value | 0 | |
Available-for-sale securities, due after one year through five years, amortized cost basis | 1,442 | |
Available-for-sale securities, due after one year through five years, fair value | 1,442 | |
Available-for-sale securities, due after five years through ten years, amortized cost basis | 1,000 | |
Available-for-sale securities, due after five years through ten years, fair value | 946 | $ 900 |
Available-for-sale securities, due after ten years, amortized cost basis | 0 | |
Available-for-sale securities, due after ten years, fair value | 0 | |
Available-for-sale securities, amortized cost | 2,442 | $ 1,000 |
Available-for-sale securities, debt maturities, fair value | $ 2,388 |
Fair Value (Details) Unobservab
Fair Value (Details) Unobservable - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable Securities, Noncurrent | $ 2,388 | $ 942 | |
Assets, Fair Value Disclosure | 9,933 | 45,517 | |
Warrants and Rights Outstanding | 0 | $ 4,900 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value Disclosure | 8,987 | 44,575 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value Disclosure | 946 | 942 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, Fair Value Disclosure | 0 | 0 | |
Deposits [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable Securities, Noncurrent | 1,442 | ||
Deposits [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable Securities, Noncurrent | 1,442 | ||
Deposits [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable Securities, Noncurrent | 0 | ||
Deposits [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable Securities, Noncurrent | 0 | ||
Municipal bond | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted Cash and Cash Equivalents | 942 | ||
Marketable Securities, Noncurrent | 946 | 44,575 | |
Municipal bond | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted Cash and Cash Equivalents | 0 | ||
Marketable Securities, Noncurrent | 0 | 44,575 | |
Municipal bond | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted Cash and Cash Equivalents | 942 | ||
Marketable Securities, Noncurrent | 946 | 0 | |
Municipal bond | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted Cash and Cash Equivalents | 0 | ||
Marketable Securities, Noncurrent | 0 | $ 0 | |
Money Market Funds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 7,545 | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 7,545 | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | $ 0 |
Fair Value (Details) Rollforwar
Fair Value (Details) Rollforward of Level 3 - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | |||
Warrant liabilities, beginning | $ 0 | $ 4,900 | |
Stock and warrants issued during period (in shares) | 1,124 | ||
Settlement of warrant liability awards | 0 | 1,270 | $ 0 |
Warrant expense | 0 | (1,574) | 543 |
Adjustments to additional paid-in capital, warrants issued | $ 0 | 3,180 | 0 |
Warrant liabilities, ending | $ 0 | $ 4,900 |
Fair Value (Details) Additional
Fair Value (Details) Additional Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net | $ 0 | $ 0 | |
Minimum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value Assumptions, Expected Volatility Rate | 0.00% | 34.00% | 35.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.00% | 0.03% | 0.01% |
Fair Value Assumptions, Expected Term | 0 months | 1 month 6 days | 3 months 18 days |
Maximum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair Value Assumptions, Expected Volatility Rate | 0.00% | 46.00% | 43.00% |
Fair Value Assumptions, Risk Free Interest Rate | 0.00% | 2.02% | 2.10% |
Fair Value Assumptions, Expected Term | 0 years | 6 years | 6 years 3 months 18 days |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Equity Method Investments | $ 300 | $ 0 |
Equity Method Investment, Ownership Percentage | 13.00% | |
Equity Method Investment, Additional Information | 300,000 | |
Maximum ownership interest in equity method investment | 28.00% |
Commitment and Contingencies Mi
Commitment and Contingencies Minimum Lease Payments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 10 years |
2,015 | $ 1,407 |
2,016 | 1,502 |
2,017 | 1,887 |
Operating Leases, Future Minimum Payments, Due in Four Years | 2,047 |
Operating Leases, Future Minimum Payments, Due in Five Years | 2,128 |
Other Commitment, Due after Fifth Year | 12,495 |
Total minimum lease payments | $ 21,466 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) Narrative - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Future Commitments for Leases to Commence Subsequent to Year-end | $ 21,000 | ||
GST/HST Paid | 800 | ||
Operating Leases, Rent Expense, Net | 1,000 | $ 800 | $ 800 |
Loss contingency accrual | 400 | $ 200 | |
Operating Leases, Future Minimum Payments Due | $ 21,466 |
Commitment and Contingencies Pu
Commitment and Contingencies Purchase commitment (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Other Commitment, Due in Next Twelve Months | $ 2,075 |
Other Commitment, Due in Second Year | 782 |
Other Commitment, Due in Third Year | 326 |
Other Commitment, Due in Fourth Year | 326 |
Other Commitment, Due in Fifth Year | 141 |
Other Commitment, Due after Fifth Year | 16 |
Total minimum commitment | $ 3,666 |
Commitment and Contingencies Ot
Commitment and Contingencies Other, Marketing (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Other Commitments [Line Items] | |
Other Commitment, Due in Next Twelve Months | $ 2,075 |
Other Commitment, Due in Second Year | 782 |
Other Commitment, Due in Third Year | 326 |
Other Commitment, Due in Fourth Year | 326 |
Other Commitment, Due in Fifth Year | 141 |
Other Commitment, Due after Fifth Year | 16 |
Other Commitment | $ 3,666 |
Claims Reserve (Details)
Claims Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid [Abstract] | ||||
Claims reserve at beginning of year | $ 6,274 | $ 5,107 | $ 5,612 | $ 2,582 |
Current Year Claims and Claims Adjustment Expense | 103,373 | 80,438 | 56,702 | |
Prior Year Claims and Claims Adjustment Expense | (49) | (525) | (65) | |
Liability for Unpaid Claims and Claims Adjustment Expense, Incurred Claims | 103,324 | 79,913 | 56,637 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid, Current Year | 96,951 | 75,094 | 50,907 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid, Prior Years | 4,987 | 5,088 | 2,516 | |
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid | 101,938 | 80,182 | 53,423 | |
Claims expense non-cash | 219 | 236 | 184 | |
Claims reserve at end of year | $ 6,274 | $ 5,107 | $ 5,612 |
Debt (Details) Schedule of Debt
Debt (Details) Schedule of Debt - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Maximum Contractual Balance Restriction | $ 3 | $ 0.5 |
Letters of Credit Outstanding, Amount | 1.1 | |
Compensating Balance, Amount | 0.5 | $ 0.5 |
Line of Credit Facility, Remaining Borrowing Capacity | 18.4 | |
Interest Rate | 11.00% | |
Line of Credit, Current | $ 0 | $ 14.9 |
Debt (Details) Narrative
Debt (Details) Narrative - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 23, 2014 | Jul. 02, 2014 | |
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate description | greater of 5.0% or 1.5% plus the prime rate | greater of 5.0% or 1.5% plus the prime rate | ||||
Compensating Balance, Amount | $ 500 | $ 500 | $ 500 | |||
Line of credit facility, maximum borrowing capacity | 20,000 | 20,000 | 20,000 | |||
Unamortized loan commitment and origination fees and unamortized discounts or premiums | $ 3,800 | $ 1,100 | ||||
Debt instrument, interest rate, stated percentage | 11.00% | |||||
Prepayment Premium Rate on Subordinated Debt | 1.50% | |||||
Proceeds from issuance of debt | 17,000 | 17,000 | ||||
Debt instrument, increase, accrued interest | 900 | |||||
Payments of debt extinguishment costs | 300 | |||||
Amortization of debt discount (premium) | 4,400 | |||||
Interest expense | 325 | $ 6,726 | $ 609 | |||
Long-term debt | $ 0 | $ 0 | 14,900 | |||
Subordinated Debt [Member] | Term Loan, 11% Interest Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Fair Value | 12,000 | |||||
Long-term debt | $ 12,000 | $ 29,000 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) Narrative - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Available-for-sale Securities, Debt Maturities, Year Six Through Ten, Fair Value | $ 946 | $ 900 | |
Number of shares available for grant | 3,068,551 | ||
Options outstanding, weighted average remaining contractual term | 6 years 1 month | ||
Weighted-average remaining contractual term (in years) | 5 years 2 months | ||
Restricted shares vested contingent on initial public offering | 116,877 | ||
Restricted stock expense on contingent on performance condition | $ 900 | 1,600 | |
Fair Value of Options Vested | 3,796 | 2,203 | $ 1,675 |
Restricted Share-based Compensation Arrangement by Restricted Share-based Payment Award, Options, Vested in Period, Fair Value | $ 900 | $ 1,200 | |
Unvested portion of restricted stock grant with IPO performance condition | 467,508 | ||
Compensation cost not yet recognized | $ 5,500 | ||
Weighted average remaining vesting period | 2 years 7 months | ||
Nonvested options, number of shares | 1,257,414 | ||
Share-based Compensation Arrangement, Restricted Stock Award, Weighted Average Remaining Vesting Period | 4 years | ||
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock, outstanding | 472,384 | 592,625 | 722,226 |
Stock-based Compensation Valuat
Stock-based Compensation Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award Fair Value Assumptions, Expected Term, Maximum | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Share-based Compensation Arrangement by Share-based Payment Fair Value Assumptions, Expected Term, Minimum | 3 years | 6 years 3 months | 6 years 3 months |
Expected volatility Minimum | 37.20% | 54.30% | 54.90% |
Expected volatility Maximum | 49.40% | 59.30% | 57.40% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Risk-free minimum | 1.10% | 1.80% | 1.00% |
Risk-free maximum | 2.00% | 2.00% | 2.00% |
Stock-based Compensation Option
Stock-based Compensation Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Options | |||
Beginning balance | 5,112,556 | 4,663,445 | 4,226,883 |
Granted | 698,764 | 754,200 | 1,294,150 |
Exercised | 632,829 | 176,595 | 547,981 |
Forfeited | 306,542 | 128,494 | 309,607 |
Ending Balance | 5,112,556 | 4,663,445 | |
Vested and exercisable at December 31, 2015 | 3,575,646 | ||
Weighted- Average Exercise Price | |||
Beginning Balance (usd per share) | $ 3.19 | $ 2.12 | $ 1.32 |
Granted (usd per share) | 7.84 | 9.64 | 4.40 |
Exercised (usd per share) | 2.12 | 1.20 | 1.11 |
Forfeited (usd per share) | 7.65 | 5.40 | 2.48 |
Ending Balance (usd per share) | 3.71 | $ 3.19 | $ 2.12 |
Vested and exercisable at December 31, 2014 (usd per share) | $ 2.35 | ||
Aggregate Intrinsic Value (in thousands) | |||
Exercised | $ 3,703 | $ 1,428 | $ 2,285 |
Outstanding | 29,644 | $ 21,116 | $ 30,406 |
Vested and exercisable at December 31, 2015 | $ 26,590 |
Stock-based Compensation Opti64
Stock-based Compensation Options Granted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
WEIGHTED-AVERAGE GRANT DATE FAIR VALUE | $ 3.46 | $ 5.33 | $ 2.97 |
Fair Value of Options Vested | $ 3,796 | $ 2,203 | $ 1,675 |
Stock-based Compensation Restri
Stock-based Compensation Restricted Stock Awards (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning balance | 584,385 | 722,226 | 0 |
Restricted stock awards granted | 2,385 | 6,126 | 732,708 |
Awards upon which restrictions lapsed | (119,262) | (143,967) | (10,482) |
Restricted stock awards forfeited | 0 | 0 | 0 |
Ending balance | 467,508 | 584,385 | 722,226 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Weighted Average Grant Date Fair Value [Roll Forward] | |||
Beginning balance (usd per share) | $ 4.77 | $ 4.77 | $ 0 |
Restricted stock awards granted (usd per share) | 7.26 | 5.79 | 4.77 |
Awards upon which restrictions lapsed (usd per share) | 4.80 | 4.81 | 4.77 |
Restricted stock awards forfeited (usd per share) | 0 | 0 | 0 |
Ending balance (usd per share) | $ 4.77 | $ 4.77 | $ 4.77 |
Stock-based Compensation Expens
Stock-based Compensation Expense Category (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock-based Compensation | |||
Total stock-based compensation | $ 3,002 | $ 4,084 | $ 1,938 |
Claims expenses | |||
Stock-based Compensation | |||
Total stock-based compensation | 219 | 236 | 184 |
Other cost of revenue | |||
Stock-based Compensation | |||
Total stock-based compensation | 44 | 79 | 46 |
Sales and marketing | |||
Stock-based Compensation | |||
Total stock-based compensation | 446 | 553 | 677 |
Technology and development | |||
Stock-based Compensation | |||
Total stock-based compensation | 404 | 461 | 351 |
General and administrative | |||
Stock-based Compensation | |||
Total stock-based compensation | $ 1,889 | $ 2,755 | $ 680 |
Stockholder's Equity Narrative
Stockholder's Equity Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2015 | Jul. 23, 2014 | |
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | $ 10 | |
Class of Stock [Line Items] | |||
Shares of Common Stock Issued in Initial Public Offering | 8,193,750 | ||
Per Share Offer Price in Initial Public Offering | $ 10 | ||
Net Proceeds from IPO | $ 72.8 | ||
Preferred Shares Converted into Common Shares | 14,944,945 | ||
Exchangeable Shares Converted into Common Shares | 2,247,130 | ||
Weighted-average shares, if-converted with initial public offering | 27,067,167 | ||
Common Stock, Shares Authorized | 200,000,000 | ||
Common Stock, Shares, Outstanding | 28,396,189 | ||
Preferred Stock, Shares Authorized | 10,000,000 | ||
Warrants outstanding | 869,999 | 869,999 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |
Common Stock, Shares, Outstanding | 27,830,941 | 28,396,189 |
Segments (Details) Business Seg
Segments (Details) Business Segment - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 40,201 | $ 37,865 | $ 35,587 | $ 33,310 | $ 31,868 | $ 30,312 | $ 28,090 | $ 25,640 | $ 146,963 | $ 115,910 | $ 83,829 |
Claims expenses | 27,882 | 26,604 | 25,487 | 23,351 | 22,094 | 21,808 | 18,977 | 17,034 | 103,324 | 79,913 | 56,637 |
Other cost of revenue | 5,049 | 4,670 | 4,314 | 4,377 | 4,250 | 4,059 | 3,963 | 3,850 | 18,410 | 16,123 | 11,548 |
Gross profit | 7,270 | 6,591 | 5,786 | 5,582 | 5,524 | 4,445 | 5,150 | 4,756 | 25,229 | 19,874 | 15,644 |
Sales and marketing | 15,231 | 11,608 | 9,091 | ||||||||
Technology Services Costs | 11,215 | 9,899 | 4,888 | ||||||||
General and administrative | 15,558 | 14,312 | 8,652 | ||||||||
Operating loss | (16,775) | (15,945) | (6,987) | ||||||||
Subscription business | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 133,406 | 103,502 | 76,413 | ||||||||
Claims expenses | 26,067 | 24,455 | 23,396 | 21,502 | 20,456 | 20,269 | 17,585 | 15,896 | 95,420 | 74,206 | 53,288 |
Other cost of revenue | 3,788 | 3,691 | 3,265 | 3,264 | 3,001 | 2,782 | 2,688 | 2,492 | 14,008 | 10,963 | 8,106 |
Gross profit | 23,978 | 18,333 | 15,019 | ||||||||
Other business | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 13,557 | 12,408 | 7,416 | ||||||||
Claims expenses | 1,815 | 2,149 | 2,091 | 1,849 | 1,638 | 1,539 | 1,392 | 1,138 | 7,904 | 5,707 | 3,349 |
Other cost of revenue | $ 1,261 | $ 979 | $ 1,049 | $ 1,113 | $ 1,249 | $ 1,277 | $ 1,275 | $ 1,358 | 4,402 | 5,160 | 3,442 |
Gross profit | $ 1,251 | $ 1,541 | $ 625 |
Segments (Details) Revenue by G
Segments (Details) Revenue by Geography - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 40,201 | $ 37,865 | $ 35,587 | $ 33,310 | $ 31,868 | $ 30,312 | $ 28,090 | $ 25,640 | $ 146,963 | $ 115,910 | $ 83,829 |
UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 116,585 | 86,494 | 58,847 | ||||||||
CANADA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 30,378 | $ 29,416 | $ 24,982 |
Dividend Restrictions Statuto70
Dividend Restrictions Statutory Surplus (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Insurance [Abstract] | |||
Statutory Accounting Practices, Statutory Amount Available for Dividend Payments without Regulatory Approval | $ 100 | ||
Statutory Accounting Practices, Statutory Net Income Amount | 1,386 | $ 990 | $ 1,126 |
Statutory Accounting Practices, Statutory Capital and Surplus, Balance | 26,068 | 23,661 | $ 16,875 |
Statutory Accounting Practices, Statutory Capital and Surplus Required | 24,500 | ||
Deposit Assets | $ 6,500 | $ 6,500 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | |||
Related Party Transaction, Amounts of Transaction | $ 0.3 | $ 0.3 | $ 0.3 |
Income Taxes Income before taxe
Income Taxes Income before taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (17,222) | $ (21,371) | $ (8,256) |
Foreign | 131 | 187 | (11) |
Loss before income taxes | $ (17,091) | $ (21,184) | $ (8,267) |
Income Taxes Income tax benefit
Income Taxes Income tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal & state | $ 31 | $ 26 | $ 30 |
Foreign | 84 | (30) | (122) |
Current income tax expense (benefit) | 115 | (4) | (92) |
U.S. federal & state | 0 | 0 | 0 |
Foreign | (1) | (3) | 0 |
Deferred income tax expense (benefit) | (1) | (3) | 0 |
Income tax (benefit) expense | $ 114 | $ (7) | $ (92) |
Income Taxes Tax Rate Reconcili
Income Taxes Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | 34.00% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Percent | (1.20%) | (0.90%) | (8.60%) |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | (34.90%) | (32.50%) | (25.10%) |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 1.40% | (0.50%) | 0.80% |
Effective income tax rate | (0.70%) | 0.10% | 1.10% |
Income Taxes Deferred tax asset
Income Taxes Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Unearned Premiums Reserve | $ 745 | $ 863 |
Deferred tax assets: | ||
Loss reserves | 167 | 150 |
Other | 690 | 801 |
Noncurrent: | ||
Net operating loss carryforwards | 20,514 | 14,346 |
Depreciation and amortization | 451 | 356 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 713 | 713 |
Deferred tax asset, noncurrent, other | 96 | 228 |
Total deferred tax assets | 23,376 | 17,457 |
Deferred Tax Liabilities, Gross [Abstract] | ||
Deferred costs | (189) | (140) |
Intangible assets | (1,623) | (1,623) |
Deferred Tax Liabilities, Other | (72) | 0 |
Total deferred tax liabilities | (1,884) | (1,763) |
Deferred Tax Assets, Net | 21,492 | 15,694 |
Less deferred tax asset valuation allowance | (23,110) | (17,313) |
Net deferred taxes | $ (1,618) | $ (1,619) |
Income Taxes Unrecognized Tax B
Income Taxes Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2027 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 63,500 | |||
Operating Loss Carryforwards, Expiration Date | Jan. 1, 2027 | |||
Excess tax benefit from share-based compensation, operating activities | 3,100 | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Balance, beginning of year | 65 | $ 390 | $ 526 | |
Decreases to tax positions related to prior periods | 0 | (346) | (162) | |
Increases to tax positions related to the current year | 15 | 21 | 26 | |
Balance, end of year | $ 80 | $ 65 | $ 390 |
Retirement Plan Details (Detail
Retirement Plan Details (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 |
Quarterly Financial Informati78
Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | $ 40,201 | $ 37,865 | $ 35,587 | $ 33,310 | $ 31,868 | $ 30,312 | $ 28,090 | $ 25,640 | $ 146,963 | $ 115,910 | $ 83,829 |
Gross profit | 7,270 | 6,591 | 5,786 | 5,582 | 5,524 | 4,445 | 5,150 | 4,756 | 25,229 | 19,874 | 15,644 |
Net loss | $ (3,001) | $ (4,643) | $ (4,625) | $ (4,936) | $ (4,276) | $ (8,509) | $ (3,479) | $ (4,913) | $ (17,205) | $ (21,177) | $ (8,175) |
Net loss per share: Basic and diluted (per share) | $ (0.11) | $ (0.17) | $ (0.17) | $ (0.18) | $ (0.16) | $ (0.41) | $ (2.25) | $ (3.22) | $ (0.62) | $ (1.64) | $ (6.23) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 27,856,450 | 27,755,310 | 27,597,721 | 27,337,302 | 27,231,651 | 20,857,126 | 1,543,134 | 1,524,028 | 27,638,443 | 12,934,477 | 1,312,019 |
Claims Expense | $ 27,882 | $ 26,604 | $ 25,487 | $ 23,351 | $ 22,094 | $ 21,808 | $ 18,977 | $ 17,034 | $ 103,324 | $ 79,913 | $ 56,637 |
Other Cost of Services | 5,049 | 4,670 | 4,314 | 4,377 | 4,250 | 4,059 | 3,963 | 3,850 | 18,410 | 16,123 | 11,548 |
Other Segments [Member] | |||||||||||
Revenue | 13,557 | 12,408 | 7,416 | ||||||||
Gross profit | 1,251 | 1,541 | 625 | ||||||||
Claims Expense | 1,815 | 2,149 | 2,091 | 1,849 | 1,638 | 1,539 | 1,392 | 1,138 | 7,904 | 5,707 | 3,349 |
Other Cost of Services | 1,261 | 979 | 1,049 | 1,113 | 1,249 | 1,277 | 1,275 | 1,358 | 4,402 | 5,160 | 3,442 |
Subscription business [Member] | |||||||||||
Revenue | 133,406 | 103,502 | 76,413 | ||||||||
Gross profit | 23,978 | 18,333 | 15,019 | ||||||||
Claims Expense | 26,067 | 24,455 | 23,396 | 21,502 | 20,456 | 20,269 | 17,585 | 15,896 | 95,420 | 74,206 | 53,288 |
Other Cost of Services | $ 3,788 | $ 3,691 | $ 3,265 | $ 3,264 | $ 3,001 | $ 2,782 | $ 2,688 | $ 2,492 | $ 14,008 | $ 10,963 | $ 8,106 |
Schedule 1-Parent Only Disclo79
Schedule 1-Parent Only Disclosures [Schedule] Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Depreciation and amortization | $ 2,542 | $ 1,674 | $ 892 | |
Amortization of Financing Costs and Discounts | 21 | 5,033 | 36 | |
Warrant expense | 0 | (1,574) | 543 | |
Stock-based compensation expense | 3,002 | 4,084 | 1,938 | |
Increase (Decrease) in Other Operating Assets | (89) | 57 | 112 | |
Prepaid expenses and other assets | (905) | (369) | (22) | |
Accounts payable | (347) | 449 | 242 | |
Accrued liabilities | 51 | 551 | 1,258 | |
Net cash used in operating activities | (10,425) | (10,801) | (1,023) | |
Purchases of property and equipment | (4,894) | (5,633) | (1,473) | |
Payments to Acquire Equity Method Investments | (300) | 0 | 0 | |
Net cash used in investing activities | (9,923) | (11,926) | (5,997) | |
Restricted cash | 0 | 3,000 | (3,000) | |
Payments Related to Tax Withholding for Share-based Compensation | (643) | 0 | 0 | |
Other financing costs | 0 | (103) | (56) | |
Proceeds from Issuance Initial Public Offering | 0 | (72,755) | 0 | |
Proceeds from exercise of stock options | 1,335 | 211 | 607 | |
Proceeds from line of credit and debt financing | $ 17,000 | 17,000 | ||
Repayment of debt financing | (14,900) | (15,000) | 20,000 | |
Net cash (used in) provided by financing activities | (14,208) | 60,863 | 17,551 | |
Effect of Exchange Rate on Cash and Cash Equivalents | (586) | 23 | 174 | |
Net change in cash and cash equivalents | (35,142) | 38,159 | 10,705 | |
Cash and cash equivalents at beginning of period | 53,098 | 14,939 | 4,234 | |
Cash and cash equivalents at end of period | 17,956 | 17,956 | 53,098 | 14,939 |
Income taxes paid | 139 | 9 | 0 | |
Interest paid | (155) | (1,494) | (642) | |
Warrants issued in conjunction with debt issuance | 0 | 1,124 | 3,806 | |
Exchange of stock for equity method investment | 0 | 0 | 448 | |
Redemption of Warrants Non-Cash | 0 | 1,270 | 0 | |
Warrant reclassification from liability to equity | 0 | 3,180 | 0 | |
Parent Company | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net loss | (17,205) | (21,177) | (8,175) | |
Loss attributable to equity method investments | 11,511 | 10,518 | 4,504 | |
Depreciation and amortization | 126 | 67 | 37 | |
Amortization of Financing Costs and Discounts | 21 | 5,033 | 36 | |
Warrant expense | 0 | (1,574) | 543 | |
Stock-based compensation expense | 3,002 | 4,084 | 1,938 | |
Increase (Decrease) in Other Operating Assets | 0 | 0 | 52 | |
Prepaid expenses and other assets | 14 | (339) | (64) | |
Accounts payable | (1,389) | 889 | 1,840 | |
Accrued liabilities | (8) | (84) | 206 | |
Net cash used in operating activities | (3,928) | (2,583) | 917 | |
Purchases of property and equipment | (149) | (243) | (65) | |
Payments to Acquire Equity Method Investments | (300) | 0 | 0 | |
Payments to Acquire Interest in Subsidiaries and Affiliates | (19,900) | (22,209) | (9,455) | |
Advances to subsidiaries | 35,006 | 35,006 | 25,219 | |
Net cash used in investing activities | (20,349) | (22,452) | (9,520) | |
Restricted cash | 0 | 3,000 | (3,000) | |
Payments Related to Tax Withholding for Share-based Compensation | (643) | 0 | 0 | |
Other financing costs | 0 | (103) | (56) | |
Proceeds from Issuance Initial Public Offering | 0 | (72,755) | 0 | |
Proceeds from exercise of stock options | 1,335 | 211 | 607 | |
Repayment of debt financing | (14,900) | (15,000) | 20,000 | |
Net cash (used in) provided by financing activities | (14,208) | 60,863 | 17,551 | |
Effect of Exchange Rate on Cash and Cash Equivalents | (517) | 175 | (22) | |
Net change in cash and cash equivalents | (39,002) | 36,003 | 8,926 | |
Cash and cash equivalents at beginning of period | 45,042 | 9,039 | 113 | |
Cash and cash equivalents at end of period | $ 6,040 | 6,040 | 45,042 | 9,039 |
Income taxes paid | 0 | 0 | 0 | |
Interest paid | (155) | (1,494) | (642) | |
Warrants issued in conjunction with debt issuance | 0 | 1,124 | 3,806 | |
Exchange of stock for equity method investment | $ 0 | 0 | 448 | |
Redemption of Warrants Non-Cash | 1,270 | 0 | ||
Warrant reclassification from liability to equity | $ 3,180 | $ 0 |
Schedule 1-Parent Only Disclo80
Schedule 1-Parent Only Disclosures [Schedule] Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Financial Statements, Captions [Line Items] | ||||
Prepaid expenses and other assets | $ 2,193 | $ 1,299 | ||
Total current assets | 53,633 | 84,655 | ||
Equity Method Investments | 300 | 0 | ||
Property and equipment, net | 9,719 | 7,862 | ||
Intangible assets, net | 4,854 | 4,847 | ||
Total assets | 70,917 | 98,306 | ||
Accounts Payable, Current | 1,289 | 1,962 | ||
Accrued Liabilities, Current | 4,189 | 4,607 | ||
Warrant liabilities | 0 | $ 4,900 | ||
Deferred tax liabilities | 169 | 124 | ||
Total current liabilities | 23,617 | 22,544 | ||
Long-term Debt, Excluding Current Maturities | 0 | 14,900 | ||
Deferred tax liabilities | 1,433 | 1,495 | ||
Total liabilities | 25,561 | 39,031 | ||
Common Stock, Value, Outstanding | 0 | 0 | ||
Preferred Stock, Value, Outstanding | 0 | 0 | ||
Additional paid-in capital | 122,844 | 119,045 | ||
Accumulated other comprehensive loss | (502) | 11 | ||
Accumulated deficit | (74,385) | (57,180) | ||
Treasury Stock, Value | (2,601) | (2,601) | ||
Total stockholders' deficit | 45,356 | 59,275 | $ (32,999) | $ (27,073) |
Liabilities and Equity | 70,917 | 98,306 | ||
Parent Company | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cash Equivalents, at Carrying Value | 6,040 | 45,042 | ||
Prepaid expenses and other assets | 364 | 399 | ||
Total current assets | 6,404 | 45,441 | ||
Equity Method Investments | 300 | 0 | ||
Property and equipment, net | 641 | 450 | ||
Intangible assets, net | 4,784 | 4,847 | ||
Advances to subsidiaries | 35,006 | 25,219 | ||
Total assets | 47,135 | 75,957 | ||
Accounts Payable, Current | 11 | 7 | ||
Accrued Liabilities, Current | 145 | 152 | ||
Deferred tax liabilities | 169 | 124 | ||
Total current liabilities | 325 | 283 | ||
Long-term Debt, Excluding Current Maturities | 0 | 14,900 | ||
Deferred tax liabilities | 1,454 | 1,499 | ||
Total liabilities | 1,779 | 16,682 | ||
Common Stock, Value, Outstanding | 0 | 0 | ||
Preferred Stock, Value, Outstanding | 0 | 0 | ||
Additional paid-in capital | 122,844 | 119,045 | ||
Accumulated other comprehensive loss | (502) | 11 | ||
Accumulated deficit | (74,385) | (57,180) | ||
Treasury Stock, Value | (2,601) | (2,601) | ||
Total stockholders' deficit | 45,356 | 59,275 | ||
Liabilities and Equity | $ 47,135 | $ 75,957 |
Schedule 1-Parent Only Disclo81
Schedule 1-Parent Only Disclosures [Schedule] Condensed Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Claims expenses | $ 27,882 | $ 26,604 | $ 25,487 | $ 23,351 | $ 22,094 | $ 21,808 | $ 18,977 | $ 17,034 | $ 103,324 | $ 79,913 | $ 56,637 |
Sales and marketing | 15,231 | 11,608 | 9,091 | ||||||||
General and administrative | 15,558 | 14,312 | 8,652 | ||||||||
Operating loss | (16,775) | (15,945) | (6,987) | ||||||||
Interest expense | 325 | 6,726 | 609 | ||||||||
Other (income) expense, net | (9) | (1,487) | 671 | ||||||||
Other Comprehensive Income (Loss), Net of Tax | (513) | 175 | (22) | ||||||||
Comprehensive loss | (17,718) | (21,002) | (8,197) | ||||||||
Parent Company | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Claims expenses | 226 | 240 | 187 | ||||||||
Other costs of revenue | 44 | 79 | 46 | ||||||||
Sales and marketing | 621 | 553 | 677 | ||||||||
Technology and development | 628 | 528 | 391 | ||||||||
General and administrative | 3,852 | 4,108 | 1,131 | ||||||||
Total expenses | 5,371 | 5,508 | 2,432 | ||||||||
Operating loss | (5,371) | (5,508) | (2,432) | ||||||||
Interest expense | 325 | 6,726 | 609 | ||||||||
Other (income) expense, net | (2) | (1,575) | 630 | ||||||||
Loss before equity in undistributed earnings of subsidiaries | (5,694) | (10,659) | (3,671) | ||||||||
Equity in undistributed earnings of subsidiaries | $ (11,511) | $ (10,518) | (11,511) | (10,518) | (4,504) | ||||||
Net loss | (17,205) | (21,177) | (8,175) | ||||||||
Other comprehensive income (loss) of subsidiaries | (513) | 175 | (22) | ||||||||
Other Comprehensive Income (Loss), Net of Tax | (513) | 175 | (22) | ||||||||
Comprehensive loss | $ (17,718) | $ (21,002) | $ (8,197) |