SEC Info - Trupanion, Inc. - ‘10-Q’ for 6/30/19

SEC Info℠

Home

Help

Please Sign In

Trupanion, Inc. – ‘10-Q’ for 6/30/19 – ‘EX-10.1’

On: Tuesday, 7/30/19, at 5:44pm ET · As of: 7/31/19 · For: 6/30/19 · Accession #: 1371285-19-189 · File #: 1-36537

  As Of               Filer                 Filing    For·On·As Docs:Size

 7/31/19  Trupanion, Inc.                   10-Q        6/30/19   72:6.5M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.09M 
 2: EX-10.1     Material Contract                                   HTML     43K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     22K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     22K 
13: R1          Cover Page Document                                 HTML     74K 
14: R2          Consolidated Statement of Operations                HTML     70K 
15: R3          Consolidated Statement of Comprehensive Income      HTML     37K 
                Statement                                                        
16: R4          Consolidated Balance Sheet                          HTML    105K 
17: R5          Consolidated Balance Sheet Condensed Consolidated   HTML     41K 
                Balance Sheet Parentheticals                                     
18: R6          Consolidated Statement of Stockholders' Equity      HTML     67K 
                Statement                                                        
19: R7          Consolidated Statement of Cash Flows                HTML     99K 
20: R8          Nature of Operations and Summary of Significant     HTML     31K 
                Accounting Policies                                              
21: R9          Net Loss per Share                                  HTML     34K 
22: R10         Investment Securities (Notes)                       HTML    155K 
23: R11         Other Investments (Notes)                           HTML     26K 
24: R12         Fair Value                                          HTML     77K 
25: R13         Debt                                                HTML     26K 
26: R14         Commitment and Contingencies                        HTML     24K 
27: R15         Claims Reserve                                      HTML     79K 
28: R16         Stock-based Compensation                            HTML     72K 
29: R17         Leases (Notes)                                      HTML     39K 
30: R18         Stockholders' Equity (Notes)                        HTML     28K 
31: R19         Segments                                            HTML    104K 
32: R20         Nature of Operations and Summary of Significant     HTML     43K 
                Accounting Policies (Policies)                                   
33: R21         Other Investments Investment in Variable Interest   HTML     25K 
                Entity (Policies)                                                
34: R22         Other Investments Investment in Joint Venture       HTML     24K 
                (Policies)                                                       
35: R23         Fair Value Notes Receivable (Policies)              HTML     28K 
36: R24         Fair Value Fair Value (Policies)                    HTML     25K 
37: R25         Claims Reserve Claims Reserve (Policies)            HTML     25K 
38: R26         Segments Segments (Policies)                        HTML     23K 
39: R27         Net Loss per Share (Tables)                         HTML     34K 
40: R28         Investment Securities Available-for-Sale (Tables)   HTML     93K 
41: R29         Fair Value (Tables)                                 HTML     75K 
42: R30         Claims Reserve (Tables)                             HTML     79K 
43: R31         Stock-based Compensation (Tables)                   HTML     78K 
44: R32         Stock-based Compensation Stockholder's Equity       HTML     26K 
                (Tables)                                                         
45: R33         Stock-based Compensation Follow-on Public Offering  HTML     24K 
                (Tables)                                                         
46: R34         Stockholders' Equity (Tables)                       HTML     29K 
47: R35         Segments (Tables)                                   HTML    106K 
48: R36         Nature of Operations and Summary of Significant     HTML     22K 
                Accounting Policies (Details) Narrative                          
49: R37         Net Loss per Share (Details) Schedule of            HTML     31K 
                Antidilutive Securities Excluded from Computation                
                of Earnings Per Share                                            
50: R38         Net Loss per Share Computation of Net Income        HTML     24K 
                (Loss) Per Share (Details)                                       
51: R39         Investment Securities (Details) Investment          HTML     58K 
                Schedule                                                         
52: R40         Investment Securities (Details) Available-for-Sale  HTML     32K 
53: R41         Other Investments (Details)                         HTML     33K 
54: R42         Fair Value (Details) Unobservable                   HTML     67K 
55: R43         Fair Value (Details) Narrative                      HTML     22K 
56: R44         Debt (Details) Narrative                            HTML     44K 
57: R45         Commitment and Contingencies Obligation for VIE     HTML     22K 
                (Details)                                                        
58: R46         Claims Reserve (Details) Claims Loss Roll-forward   HTML     57K 
59: R47         Claims Reserve (Details) Narrative                  HTML     38K 
60: R48         Claims Reserve Claims Reserve (Details)             HTML     66K 
61: R49         Stock-based Compensation (Details) Expense          HTML     51K 
                Category                                                         
62: R50         Stock-based Compensation (Details) Options          HTML     62K 
                Granted, Exercised and Forfeited                                 
63: R51         Stock-based Compensation Restricted Stock Awards    HTML     47K 
                (Details)                                                        
64: R52         Stock-based Compensation Stockholder Equity         HTML     34K 
                (Details)                                                        
65: R53         Leases (Details)                                    HTML     40K 
66: R54         Stockholders' Equity (Details)                      HTML     41K 
67: R55         Segments (Details) Business Segment                 HTML     53K 
68: R56         Segments (Details) Revenue by Geography             HTML     29K 
70: XML         IDEA XML File -- Filing Summary                      XML    127K 
12: XML         XBRL Instance -- a10-qq22019_htm                     XML   1.47M 
69: EXCEL       IDEA Workbook of Financial Reports                  XLSX     59K 
 8: EX-101.CAL  XBRL Calculations -- trup-20190630_cal               XML    160K 
 9: EX-101.DEF  XBRL Definitions -- trup-20190630_def                XML    318K 
10: EX-101.LAB  XBRL Labels -- trup-20190630_lab                     XML   1.02M 
11: EX-101.PRE  XBRL Presentations -- trup-20190630_pre              XML    629K 
 7: EX-101.SCH  XBRL Schema -- trup-20190630                         XSD    115K 
71: JSON        XBRL Instance as JSON Data -- MetaLinks              237±   365K 
72: ZIP         XBRL Zipped Folder -- 0001371285-19-000189-xbrl      Zip    225K

‘EX-10.1’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10.1

FOURTH AMENDMENT

LOAN AND SECURITY AGREEMENT

THIS FOURTH Amendment to Loan and Security Agreement (this “Amendment”), is entered into as of April 29, 2019, by and among TRUPANION, INC., a Delaware corporation (“Trupanion”), TRUPANION MANAGERS USA, INC., an Arizona corporation (“Trupanion Managers”), and 6100 BUILDING, LLC (formerly known as Trupanion-APIC, LLC), a Washington limited liability company (“6100 Building”; together with Trupanion and Trupanion Managers, individually and collectively, “Borrower”), the several banks and other financial institutions or entities from time to time party to the Agreement (as hereinafter defined) (each a “Lender” and, collectively, the “Lenders”), and PACIFIC WESTERN BANK, a California state chartered bank (“PWB”), as a Lender and as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).

RECITALS


A.	Trupanion, Trupanion Managers, the Administrative Agent, and the Lenders are parties to that certain Loan and Security Agreement dated as of December 16, 2016 (as amended from time to time, the “Agreement”).


B.	6100 Building was added as a co-borrower to the Loan Documents, on a joint and several basis, pursuant to that certain Joinder to Loan and Security Agreement dated as of August 6, 2018.


C.	Borrower, the Administrative Agent, and the Lenders have agreed to make certain revisions to the Agreement as more fully set forth herein.


D.	Borrower has requested that the Administrative Agent and the Lenders amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:


1)	The following defined terms set forth in Section 1.1 of the Agreement are hereby amended by deleting them in their entirety and replacing them with the following:

“Capitalized Expenditures” means current period unfinanced cash expenditures that are capitalized and amortized over a period of time in accordance with GAAP (excluding cash outflows related to Borrower’s elevator outfitting in an aggregate amount not to exceed Two Million Dollars ($2,000,000)), including but not limited to capitalized cash expenditures for capital equipment, capitalized manufacturing and labor costs as they relate to inventory, and software development.

“Responsible Officer” means each of the Chief Executive Officer, the Chief Strategy Officer, the Chief Financial Officer, and the Director of Accounting of Borrower, as well as any other officer or employee identified as an Authorized Officer in the corporate resolution delivered by Borrower to Administrative Agent in connection with this Agreement.

“Revolving Maturity Date” means June 28, 2022.


2)	Section 2.5(a) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(a) Interest Rates. Except as set forth in Section 2.5(b), the Advances shall bear interest, on the outstanding daily balance thereof, at a variable annual rate equal to the greater of (i) three-quarters of one percent (0.75%) above the Prime Rate then in effect, or (ii) four and one-half of one percent (4.50%).


3)	Clauses (c) and (d) of Section 6.7 of the Agreement are hereby amended by deleting each in its entirety and replacing each with the following, respectively:

(c) Minimum Quarterly Revenue. Borrower shall generate Revenue measured on a rolling three (3) month basis of not less than the following amounts at the following applicable times:



Quarter Ending	Minimum Trailing 3 Month Revenue
March 31, 2019	$70,049,117
June 30, 2019	$74,140,628
September 30, 2019	$79,086,103
December 31, 2019	$83,747,500

Commencing with the month ending March 31, 2020 and as of the last day of each calendar quarter thereafter, the minimum Revenue covenant set forth in this Section 6.7(c) shall be equal to eighty percent (80%) of Trupanion’s projected Revenue for the corresponding three month period as determined from Trupanion’s annual financial projections approved by Trupanion’s Board of Directors and delivered to Administrative Agent which such projections shall constitute growth over the immediately preceding fiscal year of not less than ten percent (10%).

(d) Maximum EBITDA Loss. Tested as of the last day of each quarter through the quarter ending December 31, 2019, Borrower’s consolidated EBITDA losses measured on a trailing three (3) month basis shall not be greater than negative Two Hundred Fifty Thousand Dollars (-$250,000). Commencing with the quarter ending March 31, 2020 and as of the last day of each quarter thereafter, the maximum EBITDA loss or minimum EBITDA covenant set forth in this Section 6.7(d) shall be determined by the Required Lenders based on Trupanion’s annual financial projections approved by Trupanion’s Board of Directors and delivered to Administrative Agent.


4)	Section 7.8 of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

7.8 Net Capitalized Expenditures. Have Net Capitalized Expenditures of greater than Zero Dollars ($0) in the aggregate in any fiscal quarter of Borrower.


5)	Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance

with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Administrative Agent under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.


6)	Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment.


7)	Borrower (a) acknowledges and consents to all of the terms and conditions of this Amendment; (b) affirms all of its obligations under the Loan Documents; and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Borrower’s obligations under the Loan Documents.


8)	Each Borrower (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting; and (b) agrees that this Amendment and all documents executed in connection herewith shall in no manner impair or otherwise adversely affect any of the Liens granted in, or pursuant to, the Loan Documents.


9)	This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.


10)	As a condition to the effectiveness of this Amendment, Administrative Agent shall have received, in form and substance reasonably satisfactory to Administrative Agent, the following:


(a)	this Amendment, duly executed by Borrower;


(b)	the Reaffirmation of Guaranty by Trupanion Brokers, duly executed by Trupanion Brokers;


(c)	the Reaffirmation of Guaranty by Trupanion Canadian Shareholders Ltd. (“Trupanion Canadian”), duly executed by Trupanion Canadian;


(d)	payment of an amendment fee in the amount of Twenty-Five Thousand Dollars ($25,000);


(e)	payment of all Administrative Agent expenses, including Administrative Agent’s expenses for the documentation of this amendment and any related documents, and any UCC, good standing or intellectual property search or filing fees, which may be debited from any of Borrower’s accounts; and


(f)	such other documents and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate.

[Signatures on the Following Pages]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

BORROWER:

TRUPANION, INC.

By: /s/ Darryl Rawlings

Name: Darryl Rawlings

Title: CEO & President

TRUPANION MANAGERS USA, INC.

By: /s/ Darryl Rawlings

Name: Darryl Rawlings

Title: CEO & President

6100 BUILDING, LLC

By: /s/ Darryl Rawlings

Name: Darryl Rawlings

Title: CEO & President

ADMINISTRATIVE AGENT:

PACIFIC WESTERN BANK, as the Administrative Agent

By: /s/ John Wroton

Name: John Wroton

Title: SVP

LENDERS:

PACIFIC WESTERN BANK, as a Lender

By: /s/ John Wroton

Name: John Wroton

Title: SVP

WESTERN ALLIANCE BANK, as a Lender

By: /s/ Peter Haman

Name: Peter Haman

Title: VP

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	6/28/22
	3/31/20	10-Q
	12/31/19	10-K, 4, 4/A, DEF 14A
	9/30/19	10-Q
Filed as of:	7/31/19
Filed on:	7/30/19	8-K
For Period end:	6/30/19	4
	4/29/19	4
	3/31/19	10-Q, 4
	8/6/18	4
	12/16/16	8-K
		List all Filings

↑Top

Filing Submission 0001371285-19-000189 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Trupanion, Inc. – ‘10-Q’ for 6/30/19 – ‘EX-10.1’

On: Tuesday, 7/30/19, at 5:44pm ET · As of: 7/31/19 · For: 6/30/19 · Accession #: 1371285-19-189 · File #: 1-36537

Previous ‘10-Q’: ‘10-Q’ on 5/3/19 for 3/31/19 · Next: ‘10-Q’ on 11/6/19 for 9/30/19 · Latest: ‘10-Q’ on 11/3/23 for 9/30/23

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.1’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents