|
Delaware
|
|
56-2357876
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S Employer Identification No)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
EHTH
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
Emerging growth Company
|
☐
|
|
|
|
|
|
PART I
|
PAGE
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
PART II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
PART III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
PART IV
|
|
Item 15.
|
||
Item 16.
|
||
|
||
|
•
|
our ability to continue to adapt our ecommerce platforms to market Medicare plans, including our development or acquisition of marketing tools and features important in the sale of Medicare plans online and the effective modification of our user experience;
|
•
|
our success in marketing to Medicare-eligible individuals, including television advertising, online marketing and direct mail marketing, and in entering into and maintaining marketing partner relationships to drive Medicare-eligible individuals to our ecommerce platforms or customer care centers on a cost-effective basis;
|
•
|
our ability to hire and retain additional employees with experience in Medicare, including our ability to timely implement Medicare sales expertise into our customer care centers;
|
•
|
our ability to implement and maintain an effective information technology infrastructure for the sale of Medicare plans, including the infrastructure and systems that support our websites, call centers and call recording;
|
•
|
our ability to leverage technology in order to sell, and otherwise become more efficient at selling, Medicare-related plans over the telephone;
|
•
|
our ability to comply with the numerous, complex and changing laws and regulations and CMS guidelines and policies relating to the marketing and sale of Medicare plans, including continuing to conform our online and offline sales processes to those laws and regulations; and
|
•
|
the effectiveness with which our competitors market the availability of Medicare plans from sources other than our ecommerce platforms.
|
•
|
undertake more extensive marketing campaigns for their brands and services;
|
•
|
devote more resources to website and systems development and other aspects of their operations to comply with applicable laws, regulations and rules;
|
•
|
negotiate more favorable commission rates and commission override payments; and
|
•
|
make more attractive offers to potential employees, marketing partners and third-party service providers.
|
•
|
changes in consumer shopping behavior due to circumstances outside of our control, such as economic conditions, consumers’ ability or willingness to pay for health insurance, availability of unemployment benefits or proposed or enacted legislative or regulatory changes impacting our business, including health care reform;
|
•
|
the quality of and changes to the consumer experience on our ecommerce platforms or with our customer care centers;
|
•
|
regulatory requirements, including those that make the experience on our ecommerce platforms cumbersome or difficult to navigate or reduce the ability of consumers to purchase plans outside of enrollment periods;
|
•
|
the variety, competitiveness and affordability of the health insurance plans that we offer;
|
•
|
system failures or interruptions in the operation of our ecommerce platform or call center operations;
|
•
|
changes in the mix of consumers who are referred to us through our direct, marketing partner and online advertising member acquisition channels;
|
•
|
health insurance carriers offering the health insurance plans for which consumers have expressed interest, and the degree to which our technology is integrated with those carriers;
|
•
|
health insurance carrier guidelines applicable to applications submitted by consumers, the amount of time a carrier takes to make a decision on that application and the percentage of submitted applications approved by health insurance carriers;
|
•
|
the effectiveness of health insurance agents in assisting consumers; and
|
•
|
our ability to enroll subsidy-eligible individuals in qualified health plans through government-run health insurance exchanges and the efficacy of the process we are required to use to do so.
|
•
|
the continued positive market presence, reputation and growth of the marketing partner;
|
•
|
the effectiveness of the marketing partner in marketing our website and services, including whether the marketing partner is successful in maintaining the prominence of its website in algorithmic search result listings and paid Internet advertisements;
|
•
|
the compliance of our marketing partners with applicable laws, regulations and guidelines;
|
•
|
the interest of the marketing partner’s customers in the health insurance plans that we offer ;
|
•
|
the contractual terms we negotiate with the marketing partner, including the marketing fees we agree to pay a marketing partner;
|
•
|
the percentage of the marketing partner’s customers that submit applications or purchase health insurance policies through us;
|
•
|
the ability of a marketing partner to maintain efficient and uninterrupted operation of its website; and
|
•
|
our ability to work with the marketing partner to implement website changes, launch marketing campaigns and pursue other initiatives necessary to maintain positive consumer experiences and acceptable traffic volumes.
|
•
|
if we are unable to maintain successful relationships with our existing marketing partners, particularly marketing partners responsible for a significant number of our submitted applications;
|
•
|
if we fail to establish successful relationships with new marketing partners;
|
•
|
if we experience competition in our receipt of referrals from our high volume marketing partners; and
|
•
|
if we are required to pay increased amounts to our marketing partners.
|
•
|
an acquisition may negatively impact our results of operations because it will require us to incur transaction expenses, and after the transaction, may require us to incur charges and substantial debt or liabilities, may require the amortization, write down or impairment of amounts related to deferred compensation, goodwill and other intangible assets, or may cause adverse tax consequences, substantial depreciation or deferred compensation charges, such as expenses related to the change in fair value of earnout liability;
|
•
|
an acquisition undertaken for strategic business purposes may negatively impact our results of operations;
|
•
|
we may encounter difficulties in assimilating and integrating the business, technologies, products, personnel or operations of companies that we acquire, particularly if key personnel of the acquired company departs or decide not to work for us;
|
•
|
an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
|
•
|
we may be required to implement or improve internal controls, procedures and policies appropriate for a public company at a business that prior to the acquisition lacked these controls, procedures and policies;
|
•
|
the acquired businesses, products or technologies may not generate sufficient revenue to offset acquisition costs or to maintain our financial results;
|
•
|
we may have to issue securities to complete an acquisition, which would dilute our stockholders’ ownership and could adversely affect the market price of our common stock; and
|
•
|
acquisitions may involve the entry into geographic or business markets in which we have little or no prior experience.
|
•
|
merge or consolidate;
|
•
|
sell or transfer assets outside the ordinary course of business;
|
•
|
make certain types of investments and restricted payments;
|
•
|
incur additional indebtedness or guarantee indebtedness of others;
|
•
|
pay dividends on our capital stock;
|
•
|
enter into transactions with affiliates; and
|
•
|
grant liens on our assets, subject to certain exceptions.
|
•
|
grant, limit, suspend and revoke licenses to transact insurance business;
|
•
|
conduct inquiries into the insurance-related activities and conduct of agents and agencies;
|
•
|
require and regulate disclosure in connection with the sale and solicitation of health insurance;
|
•
|
authorize how, by which personnel and under what circumstances insurance premiums can be quoted and published and an insurance policy sold;
|
•
|
approve which entities can be paid commissions from carriers and the circumstances under which they may be paid;
|
•
|
regulate the content of insurance-related advertisements, including web pages, and other marketing practices;
|
•
|
approve policy forms, require specific benefits and benefit levels and regulate premium rates;
|
•
|
impose fines and other penalties; and
|
•
|
impose continuing education requirements.
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
volatility in the market prices and trading volumes of our competitors' shares, including high technology stocks, which have historically experienced high levels of volatility;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including developments relating to the health care industry, particularly health care reform legislation and the implementation of health care reform;
|
•
|
actual or anticipated changes in our operating results or fluctuations in our operating results;
|
•
|
changes in operating performance and stock market valuations of other technology companies generally, and of our competitors;
|
•
|
failure of securities analysts to maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
•
|
sales of shares of our common stock by us or our stockholders;
|
•
|
announcements by us or our competitors of new products or services;
|
•
|
the public reaction to our press releases, other public announcements, and filings with the SEC;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
actual or anticipated developments in our business, our competitors' businesses, or the competitive landscape generally;
|
•
|
our ability to control costs, including our operating expenses;
|
•
|
litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
|
•
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
•
|
announced or completed acquisitions of businesses or technologies by us or our competitors;
|
•
|
changes in accounting standards, policies, guidelines, interpretations, or principles;
|
•
|
any significant change in our management; and
|
•
|
general economic conditions and slow or negative growth of our markets.
|
•
|
creating a classified board of directors whose members serve staggered three-year terms;
|
•
|
authorizing undesignated preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock;
|
•
|
limiting the liability of, and providing indemnification to, our directors and officers;
|
•
|
limiting the ability of our stockholders to call and bring business before special meetings;
|
•
|
requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;
|
•
|
controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; and
|
•
|
providing our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.
|
Location
|
|
Approximate Square Footage
|
|
Primary Use
|
Santa Clara, California
|
|
32,492
|
|
Corporate headquarters, marketing and advertising, technology and content and general and administrative
|
Gold River, California
|
|
63,206
|
|
Customer care and enrollment, technology and content and general and administrative
|
South Jordan, Utah
|
|
41,813
|
|
Customer care and enrollment
|
Xiamen, China
|
|
53,758
|
|
Technology and content, customer care and enrollment, marketing and advertising and general and administrative
|
Austin, Texas
|
|
26,878
|
|
Technology and content, customer care and enrollment, marketing and advertising and general and administrative
|
Indianapolis, Indiana
|
|
56,276
|
|
Customer care and enrollment
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
|
12/31/2019
|
||||||||||||
eHealth, Inc.
|
$
|
100.00
|
|
|
$
|
40.05
|
|
|
$
|
42.74
|
|
|
$
|
69.70
|
|
|
$
|
154.17
|
|
|
$
|
385.55
|
|
Nasdaq Composite
|
$
|
100.00
|
|
|
$
|
106.96
|
|
|
$
|
116.45
|
|
|
$
|
150.96
|
|
|
$
|
146.67
|
|
|
$
|
200.49
|
|
RDG Internet Composite
|
$
|
100.00
|
|
|
$
|
128.89
|
|
|
$
|
135.45
|
|
|
$
|
203.48
|
|
|
$
|
197.34
|
|
|
$
|
262.03
|
|
ITEM 6.
|
SELECTED CONSOLIDATED FINANCIAL DATA
|
Consolidated Statements of Operations Data
(in thousands, except per share amounts):
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commission
|
$
|
466,676
|
|
|
$
|
227,211
|
|
|
$
|
176,883
|
|
|
$
|
177,234
|
|
|
$
|
184,933
|
|
Other
|
39,525
|
|
|
24,184
|
|
|
13,823
|
|
|
16,090
|
|
|
18,414
|
|
|||||
Total revenue
|
506,201
|
|
|
251,395
|
|
|
190,706
|
|
|
193,324
|
|
|
203,347
|
|
|||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue
|
2,738
|
|
|
1,228
|
|
|
582
|
|
|
862
|
|
|
1,947
|
|
|||||
Marketing and advertising *
|
150,249
|
|
|
82,939
|
|
|
65,874
|
|
|
72,213
|
|
|
75,571
|
|
|||||
Customer care and enrollment *
|
134,304
|
|
|
70,547
|
|
|
59,183
|
|
|
48,718
|
|
|
43,159
|
|
|||||
Technology and content *
|
47,085
|
|
|
31,970
|
|
|
32,889
|
|
|
32,749
|
|
|
36,351
|
|
|||||
General and administrative *
|
64,150
|
|
|
45,828
|
|
|
39,969
|
|
|
35,216
|
|
|
30,239
|
|
|||||
Change in fair value of earnout liability
|
24,079
|
|
|
12,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of intangible assets
|
2,187
|
|
|
2,091
|
|
|
1,040
|
|
|
1,040
|
|
|
1,153
|
|
|||||
Restructuring *
|
—
|
|
|
1,865
|
|
|
—
|
|
|
(297
|
)
|
|
4,541
|
|
|||||
Acquisition costs
|
—
|
|
|
76
|
|
|
621
|
|
|
—
|
|
|
—
|
|
|||||
Total operating costs and expenses
|
424,792
|
|
|
248,844
|
|
|
200,158
|
|
|
190,501
|
|
|
192,961
|
|
|||||
Income (loss) from operations
|
81,409
|
|
|
2,551
|
|
|
(9,452
|
)
|
|
2,823
|
|
|
10,386
|
|
|||||
Other income (expense), net
|
2,090
|
|
|
755
|
|
|
1,182
|
|
|
1,149
|
|
|
1,285
|
|
|||||
Income (loss) before provision (benefit) for income taxes
|
83,499
|
|
|
3,306
|
|
|
(8,270
|
)
|
|
3,972
|
|
|
11,671
|
|
|||||
Provision (benefit) for income taxes
|
16,612
|
|
|
3,065
|
|
|
(33,696
|
)
|
|
3,668
|
|
|
7,707
|
|
|||||
Net income
|
$
|
66,887
|
|
|
$
|
241
|
|
|
$
|
25,426
|
|
|
$
|
304
|
|
|
$
|
3,964
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.90
|
|
|
$
|
0.01
|
|
|
$
|
1.37
|
|
|
$
|
0.02
|
|
|
$
|
0.22
|
|
Diluted
|
$
|
2.73
|
|
|
$
|
0.01
|
|
|
$
|
1.33
|
|
|
$
|
0.02
|
|
|
$
|
0.22
|
|
Weighted average number of shares used in calculation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
23,075
|
|
|
19,294
|
|
|
18,512
|
|
|
18,272
|
|
|
18,008
|
|
|||||
Diluted
|
24,539
|
|
|
20,409
|
|
|
19,047
|
|
|
18,314
|
|
|
18,086
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Marketing and advertising
|
$
|
4,230
|
|
|
$
|
1,974
|
|
|
$
|
1,033
|
|
|
$
|
1,237
|
|
|
$
|
1,950
|
|
Customer care and enrollment
|
1,451
|
|
|
816
|
|
|
418
|
|
|
497
|
|
|
477
|
|
|||||
Technology and content
|
3,611
|
|
|
1,675
|
|
|
1,410
|
|
|
1,836
|
|
|
1,728
|
|
|||||
General and administrative
|
13,278
|
|
|
7,824
|
|
|
6,833
|
|
|
3,696
|
|
|
2,734
|
|
|||||
Restructuring charges
|
—
|
|
|
251
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|||||
Total stock-based compensation expense
|
$
|
22,570
|
|
|
$
|
12,540
|
|
|
$
|
9,694
|
|
|
$
|
7,266
|
|
|
$
|
7,002
|
|
Consolidated Balance Sheet Data
|
As of December 31,
|
||||||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Cash and cash equivalents
|
$
|
23,466
|
|
|
$
|
13,089
|
|
|
$
|
40,293
|
|
|
$
|
61,781
|
|
|
$
|
62,710
|
|
Working capital
|
95,161
|
|
|
95,549
|
|
|
130,294
|
|
|
146,794
|
|
|
148,509
|
|
|||||
Total assets
|
741,634
|
|
|
439,278
|
|
|
359,118
|
|
|
357,674
|
|
|
353,545
|
|
|||||
Debt
|
—
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Earnout liability - non-current
|
—
|
|
|
19,270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred taxes
|
64,130
|
|
|
47,901
|
|
|
45,089
|
|
|
75,403
|
|
|
80,491
|
|
|||||
Other non-current liabilities
|
3,050
|
|
|
3,339
|
|
|
1,920
|
|
|
4,253
|
|
|
6,257
|
|
|||||
Retained earnings
|
271,852
|
|
|
204,965
|
|
|
204,724
|
|
|
179,298
|
|
|
169,252
|
|
|||||
Total stockholders’ equity
|
$
|
527,164
|
|
|
$
|
303,149
|
|
|
$
|
286,664
|
|
|
$
|
252,280
|
|
|
$
|
236,178
|
|
Revenue By Segment Data
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
Commission revenue
|
|
|
|
|
|
||||||
Medicare
|
$
|
411,208
|
|
|
$
|
192,259
|
|
|
$
|
135,010
|
|
Individual, Family and Small Business
|
55,468
|
|
|
34,952
|
|
|
41,873
|
|
|||
Total commission revenue
|
466,676
|
|
|
227,211
|
|
|
176,883
|
|
|||
Other revenue
|
|
|
|
|
|
||||||
Medicare
|
35,753
|
|
|
18,312
|
|
|
7,438
|
|
|||
Individual, Family and Small Business
|
3,772
|
|
|
5,872
|
|
|
6,385
|
|
|||
Total other revenue
|
39,525
|
|
|
24,184
|
|
|
13,823
|
|
|||
Total revenue
|
$
|
506,201
|
|
|
$
|
251,395
|
|
|
$
|
190,706
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
the number of individuals on applications for Medicare-related, individual and family, small business and ancillary health insurance plans we submit to and are approved by the relevant health insurance carriers, and
|
•
|
the constrained lifetime value of approved members for Medicare-related, individual and family and ancillary health insurance plans we sell as well as the estimated annual value of approved members for small business plans we sell.
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Medicare (1)
|
|
|
|
|
|
|||
Medicare Advantage
|
299,415
|
|
|
159,753
|
|
|
125,989
|
|
Medicare Supplement
|
54,328
|
|
|
40,252
|
|
|
21,401
|
|
Medicare Part D
|
117,835
|
|
|
64,898
|
|
|
42,805
|
|
Total Medicare
|
471,578
|
|
|
264,903
|
|
|
190,195
|
|
Individual and Family (2)
|
|
|
|
|
|
|||
Non-Qualified Health Plans
|
18,325
|
|
|
18,580
|
|
|
40,274
|
|
Qualified Health Plans
|
9,310
|
|
|
11,118
|
|
|
27,154
|
|
Total Individual and Family
|
27,635
|
|
|
29,698
|
|
|
67,428
|
|
Ancillary (3)
|
|
|
|
|
|
|||
Short-term
|
55,077
|
|
|
102,608
|
|
|
93,445
|
|
Dental
|
38,650
|
|
|
46,073
|
|
|
70,452
|
|
Vision
|
18,301
|
|
|
22,399
|
|
|
29,468
|
|
Other
|
23,468
|
|
|
42,415
|
|
|
34,788
|
|
Total Ancillary
|
135,496
|
|
|
213,495
|
|
|
228,153
|
|
Small Business (4)
|
8,095
|
|
|
8,693
|
|
|
6,458
|
|
Total
|
642,804
|
|
|
516,789
|
|
|
492,234
|
|
(1)
|
Medicare-related health insurance applications submitted on our website or through our customer care center during the period, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans.
|
(2)
|
Major medical individual and family plan (“IFP”) health insurance applications submitted on our website during the period. An applicant may submit more than one application. We define our IFP offerings as major medical individual and family health insurance plans, which does not include Medicare-related, small business or ancillary plans.
|
(3)
|
Ancillaries consists primarily of short-term, dental and vision insurance plans submitted on our website during the period.
|
(4)
|
Applications for small business health insurance are counted as submitted when the applicant completes the application, the employees complete their applications, the applicant submits the application to us and we submit the application to the carrier.
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Medicare
|
|
|
|
|
|
|||
Medicare Advantage
|
279,561
|
|
|
148,478
|
|
|
118,055
|
|
Medicare Supplement
|
42,688
|
|
|
29,837
|
|
|
15,992
|
|
Medicare Part D
|
112,677
|
|
|
61,373
|
|
|
41,618
|
|
Total Medicare
|
434,926
|
|
|
239,688
|
|
|
175,665
|
|
Individual and Family
|
|
|
|
|
|
|||
Non-Qualified Health Plans
|
20,187
|
|
|
23,075
|
|
|
50,111
|
|
Qualified Health Plans
|
11,999
|
|
|
19,575
|
|
|
28,442
|
|
Total Individual and Family
|
32,186
|
|
|
42,650
|
|
|
78,553
|
|
Ancillary
|
|
|
|
|
|
|||
Short-term
|
58,687
|
|
|
107,846
|
|
|
85,106
|
|
Dental
|
43,640
|
|
|
47,343
|
|
|
67,924
|
|
Vision
|
21,391
|
|
|
24,638
|
|
|
31,360
|
|
Other
|
22,980
|
|
|
33,500
|
|
|
26,485
|
|
Total Ancillary
|
146,698
|
|
|
213,327
|
|
|
210,875
|
|
Small Business
|
16,685
|
|
|
19,550
|
|
|
15,302
|
|
Total
|
630,495
|
|
|
515,215
|
|
|
480,395
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Medicare
|
|
|
|
|
|
||||||
Medicare Advantage (1)
|
$
|
1,013
|
|
|
$
|
964
|
|
|
$
|
903
|
|
Medicare Supplement (1)
|
$
|
979
|
|
|
$
|
1,047
|
|
|
$
|
965
|
|
Medicare Part D (1)
|
$
|
238
|
|
|
$
|
243
|
|
|
$
|
266
|
|
|
|
|
|
|
|
||||||
Individual and Family
|
|
|
|
|
|
||||||
Non-Qualified Health Plans (1)
|
$
|
213
|
|
|
$
|
151
|
|
|
$
|
136
|
|
Qualified Health Plans (1)
|
$
|
217
|
|
|
$
|
141
|
|
|
$
|
131
|
|
|
|
|
|
|
|
||||||
Ancillary
|
|
|
|
|
|
||||||
Short-term (1)
|
$
|
101
|
|
|
$
|
56
|
|
|
$
|
65
|
|
Dental (1)
|
$
|
70
|
|
|
$
|
77
|
|
|
$
|
68
|
|
Vision (1)
|
$
|
56
|
|
|
$
|
55
|
|
|
$
|
51
|
|
|
|
|
|
|
|
||||||
Small Business (2)
|
$
|
159
|
|
|
$
|
168
|
|
|
$
|
169
|
|
(1)
|
Constrained LTV of commissions per approved member represents commissions estimated to be collected over the estimated life of an approved member’s policy after applying constraints in accordance with our revenue recognition policy. The estimate is driven by multiple factors, including but not limited to, commission rates, carrier mix, estimated average plan duration, the regulatory environment, and cancellations of insurance plans offered by health insurance carriers with which we have a relationship. These factors may result in varying values from period to period. For additional information on constrained LTV, see Critical Accounting Policies and Estimates.
|
(2)
|
For small business, the amount represents the estimated commissions we expect to collect from the plan over the following twelve months. The estimate is driven by multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated average plan duration, the regulatory environment, and cancellations of insurance plans offered by health insurance carriers with which we have a relationship and applied constraints. These factors may result in varying values from period to period.
|
|
As of December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Medicare (1)
|
|
|
|
|
|
|||
Medicare Advantage
|
404,694
|
|
|
276,357
|
|
|
236,857
|
|
Medicare Supplement
|
93,477
|
|
|
70,426
|
|
|
33,635
|
|
Medicare Part D
|
212,478
|
|
|
139,907
|
|
|
114,362
|
|
Total Medicare
|
710,649
|
|
|
486,690
|
|
|
384,854
|
|
Individual and Family (2)
|
128,487
|
|
|
151,904
|
|
|
224,396
|
|
Ancillary (3)
|
|
|
|
|
|
|||
Short-term
|
27,862
|
|
|
24,192
|
|
|
16,771
|
|
Dental
|
127,083
|
|
|
138,916
|
|
|
170,078
|
|
Vision
|
71,277
|
|
|
73,987
|
|
|
80,738
|
|
Other
|
38,119
|
|
|
38,136
|
|
|
28,356
|
|
Total Ancillary
|
264,341
|
|
|
275,231
|
|
|
295,943
|
|
Small Business (4)
|
42,638
|
|
|
39,101
|
|
|
31,702
|
|
Total Estimated Membership
|
1,146,115
|
|
|
952,926
|
|
|
936,895
|
|
(1)
|
To estimate the number of members on Medicare-related health insurance plans, we take the sum of (i) the number of members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation.
|
(2)
|
To estimate the number of members on Individual and Family health insurance plans (“IFP”), we take the sum of (i) the number of IFP members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation after reducing that number using historical experience for assumed member cancellations over the period being estimated; and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation.
|
(3)
|
To estimate the number of members on ancillary health insurance plans (such as short-term, dental and vision insurance), we take the sum of (i) the number of members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation. The one to three-month period varies by insurance product and is largely dependent upon the timeliness of commission payment and related reporting from the related carriers.
|
(4)
|
To estimate the number of members on small business health insurance plans, we use the number of initial members at the time the group was approved, and we update this number for changes in membership if such changes are reported to us by the group or carrier. However, groups generally notify the carrier directly of policy cancellations and increases or decreases in group size without informing us. Health insurance carriers often do not communicate policy cancellation information or group size changes to us. We often are made aware of policy cancellations and group size changes at the time of annual renewal and update our membership statistics accordingly in the period they are reported.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Medicare variable cost per approved member
|
|
|
|
|
|
||||||
Medicare variable marketing cost per approved Medicare Advantage (“MA”)-equivalent member (1)
|
$
|
330
|
|
|
$
|
297
|
|
|
$
|
337
|
|
Medicare CC&E expense per approved MA-equivalent member (2)
|
$
|
355
|
|
|
$
|
315
|
|
|
$
|
330
|
|
Total Medicare cost per approved member
|
$
|
685
|
|
|
$
|
612
|
|
|
$
|
667
|
|
Individual and Family Plan (“IFP”) variable cost per approved member
|
|
|
|
|
|
||||||
IFP variable marketing cost per approved IFP-equivalent member (3)
|
$
|
67
|
|
|
$
|
59
|
|
|
$
|
50
|
|
IFP CC&E expense per approved IFP-equivalent member (4)
|
$
|
102
|
|
|
$
|
61
|
|
|
$
|
74
|
|
Total IFP cost per approved member
|
$
|
169
|
|
|
$
|
120
|
|
|
$
|
124
|
|
(1)
|
Variable marketing cost per approved MA-equivalent member represents direct costs incurred in member acquisition for Medicare Advantage, Medicare Supplement and Medicare Part D plans from our direct, marketing partners and online advertising channels divided by MA-equivalent approved members in a given period. MA-equivalent members is a derived metric and is equal to the sum of (i) the number of Medicare Part D approved members divided by 4, (ii) the number of Medicare Advantage approved members and (iii) the number of Medicare Supplement approved members in the given period.
|
(2)
|
Medicare CC&E expense per approved MA-equivalent member is equal to the CC&E expense of our Medicare business included in our operating costs and reported in our Consolidated Statements of Comprehensive Income divided by MA-equivalent approved members in a given period. MA-equivalent approved members is a derived metric and is equal to the sum of (i) the number of Medicare Part D approved members divided by 4, (ii) the number of Medicare Advantage approved members and (iii) the number of Medicare Supplement approved members in the given period.
|
(3)
|
Variable marketing cost per approved IFP-equivalent member represents direct costs incurred in member acquisition for IFP plans from our direct, marketing partners and online advertising channels divided by IFP-equivalent approved members in a given period. IFP-equivalent approved members is a derived metric and is equal to the sum of (i) the number of short-term approved members divided by 3 and (ii) the IFP approved members in the given period.
|
(4)
|
IFP CC&E expense per approved IFP-equivalent member is equal to the CC&E expense of our IFP business included in our operating costs and reported in our consolidated statement of comprehensive income divided by IFP-equivalent approved members in a given period. IFP-equivalent approved members is a derived metric and is equal to the sum of (i) the number of short-term approved members divided by 3 and (ii) the IFP approved members in the given period.
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Medicare
|
|
|
|
|
|
|||
Medicare Advantage
|
7
|
%
|
|
7
|
%
|
|
7
|
%
|
Medicare Supplement
|
5
|
%
|
|
5
|
%
|
|
5
|
%
|
Medicare Part D
|
5
|
%
|
|
5
|
%
|
|
5
|
%
|
|
|
|
|
|
|
|||
Individual and Family
|
|
|
|
|
|
|||
Non-Qualified Health Plans
|
15
|
%
|
|
15
|
%
|
|
15
|
%
|
Qualified Health Plans
|
20
|
%
|
|
20
|
%
|
|
20
|
%
|
|
|
|
|
|
|
|||
Ancillary
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
|
|
|
|
|
|||
Small Business
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commission
|
$
|
466,676
|
|
|
92
|
%
|
|
$
|
227,211
|
|
|
90
|
%
|
|
$
|
176,883
|
|
|
93
|
%
|
Other
|
39,525
|
|
|
8
|
%
|
|
24,184
|
|
|
10
|
%
|
|
13,823
|
|
|
7
|
%
|
|||
Total revenue
|
506,201
|
|
|
100
|
%
|
|
251,395
|
|
|
100
|
%
|
|
190,706
|
|
|
100
|
%
|
|||
Operating costs and expenses (1)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of revenue
|
2,738
|
|
|
1
|
%
|
|
1,228
|
|
|
—
|
%
|
|
582
|
|
|
—
|
%
|
|||
Marketing and advertising
|
150,249
|
|
|
30
|
%
|
|
82,939
|
|
|
33
|
%
|
|
65,874
|
|
|
35
|
%
|
|||
Customer care and enrollment
|
134,304
|
|
|
27
|
%
|
|
70,547
|
|
|
28
|
%
|
|
59,183
|
|
|
31
|
%
|
|||
Technology and content
|
47,085
|
|
|
9
|
%
|
|
31,970
|
|
|
13
|
%
|
|
32,889
|
|
|
17
|
%
|
|||
General and administrative
|
64,150
|
|
|
13
|
%
|
|
45,828
|
|
|
18
|
%
|
|
39,969
|
|
|
21
|
%
|
|||
Change in fair value of earnout liability
|
24,079
|
|
|
4
|
%
|
|
12,300
|
|
|
5
|
%
|
|
—
|
|
|
—
|
%
|
|||
Amortization of intangible assets
|
2,187
|
|
|
—
|
%
|
|
2,091
|
|
|
1
|
%
|
|
1,040
|
|
|
1
|
%
|
|||
Restructuring charges
|
—
|
|
|
—
|
%
|
|
1,865
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
|||
Acquisition costs
|
—
|
|
|
—
|
%
|
|
76
|
|
|
—
|
%
|
|
621
|
|
|
—
|
%
|
|||
Total operating costs and expenses
|
424,792
|
|
|
84
|
%
|
|
248,844
|
|
|
99
|
%
|
|
200,158
|
|
|
105
|
%
|
|||
Income (loss) from operations
|
81,409
|
|
|
16
|
%
|
|
2,551
|
|
|
1
|
%
|
|
(9,452
|
)
|
|
(5
|
)%
|
|||
Other income, net
|
2,090
|
|
|
—
|
%
|
|
755
|
|
|
—
|
%
|
|
1,182
|
|
|
1
|
%
|
|||
Income (loss) before provision (benefit) for income taxes
|
83,499
|
|
|
16
|
%
|
|
3,306
|
|
|
1
|
%
|
|
(8,270
|
)
|
|
(4
|
)%
|
|||
Provision (benefit) for income taxes
|
16,612
|
|
|
3
|
%
|
|
3,065
|
|
|
1
|
%
|
|
(33,696
|
)
|
|
(18
|
)%
|
|||
Net income
|
$
|
66,887
|
|
|
13
|
%
|
|
$
|
241
|
|
|
—
|
%
|
|
$
|
25,426
|
|
|
13
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Marketing and advertising
|
$
|
4,230
|
|
|
$
|
1,974
|
|
|
$
|
1,033
|
|
Customer care and enrollment
|
1,451
|
|
|
816
|
|
|
418
|
|
|||
Technology and content
|
3,611
|
|
|
1,675
|
|
|
1,410
|
|
|||
General and administrative
|
13,278
|
|
|
7,824
|
|
|
6,833
|
|
|||
Restructuring charges
|
—
|
|
|
251
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
$
|
22,570
|
|
|
$
|
12,540
|
|
|
$
|
9,694
|
|
|
|
|
Change
|
|
|
|
Change
|
|
|
||||||||||||||
|
2019
|
|
$
|
|
%
|
|
2018
|
|
$
|
|
%
|
|
2017
|
||||||||||
Commission
|
$
|
466,676
|
|
|
$
|
239,465
|
|
|
105%
|
|
$
|
227,211
|
|
|
$
|
50,328
|
|
|
28%
|
|
$
|
176,883
|
|
Percentage of total revenue
|
92
|
%
|
|
|
|
|
|
90
|
%
|
|
|
|
|
|
93
|
%
|
|||||||
Other
|
39,525
|
|
|
15,341
|
|
|
63%
|
|
24,184
|
|
|
10,361
|
|
|
75%
|
|
13,823
|
|
|||||
Percentage of total revenue
|
8
|
%
|
|
|
|
|
|
10
|
%
|
|
|
|
|
|
7
|
%
|
|||||||
Total revenue
|
$
|
506,201
|
|
|
$
|
254,806
|
|
|
101%
|
|
$
|
251,395
|
|
|
60,689
|
|
|
32%
|
|
$
|
190,706
|
|
|
|
|
Change
|
|
|
|
Change
|
|
|
|||||||||||||||
|
2019
|
|
$
|
|
%
|
|
2018
|
|
$
|
|
%
|
|
2017
|
|||||||||||
Cost of revenue
|
$
|
2,738
|
|
|
$
|
1,510
|
|
|
123
|
%
|
|
$
|
1,228
|
|
|
$
|
646
|
|
|
111
|
%
|
|
582
|
|
% of total revenue
|
1
|
%
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
—
|
%
|
|
|
|
Change
|
|
|
|
Change
|
|
|
||||||||||||||||
|
2019
|
|
$
|
|
%
|
|
2018
|
|
$
|
|
%
|
|
2017
|
||||||||||||
Marketing and advertising
|
$
|
150,249
|
|
|
$
|
67,310
|
|
|
81
|
%
|
|
$
|
82,939
|
|
|
$
|
17,065
|
|
|
26
|
%
|
|
$
|
65,874
|
|
% of total revenue
|
30
|
%
|
|
|
|
|
|
33
|
%
|
|
|
|
|
|
35
|
%
|
|
|
|
Change
|
|
|
|
Change
|
|
|
||||||||||||||||
|
2019
|
|
$
|
|
%
|
|
2018
|
|
$
|
|
%
|
|
2017
|
||||||||||||
Customer care and enrollment
|
$
|
134,304
|
|
|
$
|
63,757
|
|
|
90
|
%
|
|
$
|
70,547
|
|
|
$
|
11,364
|
|
|
19
|
%
|
|
$
|
59,183
|
|
% of total revenue
|
27
|
%
|
|
|
|
|
|
28
|
%
|
|
|
|
|
|
31
|
%
|
|
|
|
Change
|
|
|
|
Change
|
|
|
||||||||||||||||
|
2019
|
|
$
|
|
%
|
|
2018
|
|
$
|
|
%
|
|
2017
|
||||||||||||
Technology and content
|
$
|
47,085
|
|
|
$
|
15,115
|
|
|
47
|
%
|
|
$
|
31,970
|
|
|
$
|
(919
|
)
|
|
(3
|
)%
|
|
$
|
32,889
|
|
% of total revenue
|
9
|
%
|
|
|
|
|
|
13
|
%
|
|
|
|
|
|
17
|
%
|
|
|
|
Change
|
|
|
|
Change
|
|
|
||||||||||||||||
|
2019
|
|
$
|
|
%
|
|
2018
|
|
$
|
|
%
|
|
2017
|
||||||||||||
General and administrative
|
$
|
64,150
|
|
|
$
|
18,322
|
|
|
40
|
%
|
|
$
|
45,828
|
|
|
$
|
5,859
|
|
|
15
|
%
|
|
$
|
39,969
|
|
% of total revenue
|
13
|
%
|
|
|
|
|
|
18
|
%
|
|
|
|
|
|
21
|
%
|
|
|
|
Change
|
|
|
|
Change
|
|
|
||||||||||||||||
|
2019
|
|
$
|
|
%
|
|
2018
|
|
$
|
|
%
|
|
2017
|
||||||||||||
Restructuring charge
|
$
|
—
|
|
|
$
|
(1,865
|
)
|
|
(100
|
)%
|
|
$
|
1,865
|
|
|
$
|
1,865
|
|
|
100
|
%
|
|
$
|
—
|
|
% of total revenue
|
—
|
%
|
|
|
|
|
|
1
|
%
|
|
|
|
|
|
—
|
%
|
|
|
|
Change
|
|
|
|
Change
|
|
|
||||||||||||||||
|
2019
|
|
$
|
|
%
|
|
2018
|
|
$
|
|
%
|
|
2017
|
||||||||||||
Amortization of intangible assets
|
$
|
2,187
|
|
|
$
|
96
|
|
|
5
|
%
|
|
$
|
2,091
|
|
|
$
|
1,051
|
|
|
101
|
%
|
|
$
|
1,040
|
|
% of total revenue
|
—
|
%
|
|
|
|
|
|
1
|
%
|
|
|
|
|
|
1
|
%
|
|
|
|
Change
|
|
|
|
Change
|
|
|
||||||||||||||||
|
2019
|
|
$
|
|
%
|
|
2018
|
|
$
|
|
%
|
|
2017
|
||||||||||||
Other income, net
|
$
|
2,090
|
|
|
$
|
1,335
|
|
|
177
|
%
|
|
$
|
755
|
|
|
$
|
(427
|
)
|
|
(36
|
)%
|
|
$
|
1,182
|
|
% of total revenue
|
—
|
%
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
1
|
%
|
|
|
|
Change
|
|
|
|
Change
|
|
|
||||||||||||||||
|
2019
|
|
$
|
|
%
|
|
2018
|
|
$
|
|
%
|
|
2017
|
||||||||||||
Provision (benefit) for income taxes
|
$
|
16,612
|
|
|
$
|
13,547
|
|
|
442
|
%
|
|
$
|
3,065
|
|
|
$
|
36,761
|
|
|
(109
|
)%
|
|
$
|
(33,696
|
)
|
Effective tax rate
|
19.9
|
%
|
|
|
|
|
|
92.7
|
%
|
|
|
|
|
|
407.6
|
%
|
•
|
Medicare; and
|
•
|
Individual, Family and Small Business.
|
|
|
|
Change
|
|
|
|
Change
|
|
|
||||||||||||||||
|
2019
|
|
$
|
|
%
|
|
2018
|
|
$
|
|
%
|
|
2017
|
||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medicare
|
$
|
446,961
|
|
|
$
|
236,391
|
|
|
112
|
%
|
|
$
|
210,570
|
|
|
$
|
68,122
|
|
|
48
|
%
|
|
$
|
142,448
|
|
Individual, Family and Small Business
|
59,240
|
|
|
18,415
|
|
|
45
|
%
|
|
40,825
|
|
|
(7,433
|
)
|
|
(15
|
)%
|
|
48,258
|
|
|||||
Total revenue
|
$
|
506,201
|
|
|
254,806
|
|
|
101
|
%
|
|
$
|
251,395
|
|
|
60,689
|
|
|
32
|
%
|
|
$
|
190,706
|
|
||
Segment profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medicare segment profit
|
$
|
155,234
|
|
|
94,390
|
|
|
155
|
%
|
|
$
|
60,844
|
|
|
38,707
|
|
|
175
|
%
|
|
$
|
22,137
|
|
||
Individual, Family and Small Business segment profit
|
23,368
|
|
|
17,565
|
|
|
303
|
%
|
|
5,803
|
|
|
(3,770
|
)
|
|
(39
|
)%
|
|
9,573
|
|
|||||
Total segment profit
|
178,602
|
|
|
111,955
|
|
|
168
|
%
|
|
66,647
|
|
|
34,937
|
|
|
110
|
%
|
|
31,710
|
|
|||||
Corporate
|
(45,374
|
)
|
|
(12,378
|
)
|
|
38
|
%
|
|
(32,996
|
)
|
|
(6,026
|
)
|
|
22
|
%
|
|
(26,970
|
)
|
|||||
Stock-based compensation expense
|
(22,570
|
)
|
|
(10,281
|
)
|
|
84
|
%
|
|
(12,289
|
)
|
|
(2,595
|
)
|
|
27
|
%
|
|
(9,694
|
)
|
|||||
Depreciation and amortization
|
(2,983
|
)
|
|
(504
|
)
|
|
20
|
%
|
|
(2,479
|
)
|
|
358
|
|
|
(13
|
)%
|
|
(2,837
|
)
|
|||||
Change in fair value of earnout liability
|
(24,079
|
)
|
|
(11,779
|
)
|
|
96
|
%
|
|
(12,300
|
)
|
|
(12,300
|
)
|
|
100
|
%
|
|
—
|
|
|||||
Restructuring charge
|
—
|
|
|
1,865
|
|
|
(100
|
)%
|
|
(1,865
|
)
|
|
(1,865
|
)
|
|
100
|
%
|
|
—
|
|
|||||
Acquisition costs
|
—
|
|
|
76
|
|
|
(100
|
)%
|
|
(76
|
)
|
|
545
|
|
|
(88
|
)%
|
|
(621
|
)
|
|||||
Amortization of intangible assets
|
(2,187
|
)
|
|
(96
|
)
|
|
5
|
%
|
|
(2,091
|
)
|
|
(1,051
|
)
|
|
101
|
%
|
|
(1,040
|
)
|
|||||
Other income, net
|
2,090
|
|
|
1,335
|
|
|
177
|
%
|
|
755
|
|
|
(427
|
)
|
|
(36
|
)%
|
|
1,182
|
|
|||||
Income (loss) before income taxes
|
$
|
83,499
|
|
|
$
|
80,193
|
|
|
2,426
|
%
|
|
$
|
3,306
|
|
|
$
|
11,576
|
|
|
(140
|
)%
|
|
$
|
(8,270
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash used in operating activities
|
$
|
(71,492
|
)
|
|
$
|
(3,230
|
)
|
|
$
|
(15,541
|
)
|
Net cash used in investing activities
|
$
|
(16,944
|
)
|
|
$
|
(25,757
|
)
|
|
$
|
(5,078
|
)
|
Net cash provided by (used in) financing activities
|
$
|
102,141
|
|
|
$
|
1,860
|
|
|
$
|
(870
|
)
|
•
|
Revenue recognition;
|
•
|
Stock-based compensation;
|
•
|
Business combinations;
|
•
|
Realizability of long-lived assets; and
|
•
|
Accounting for income taxes.
|
•
|
Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.
|
•
|
Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract.
|
•
|
Determination of the transaction price. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer.
|
•
|
Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis.
|
•
|
Recognition of revenue when, or as, we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer.
|
Years Ending December 31,
|
Operating Lease Obligations*
|
|
Service and Licensing Obligations
|
|
Total Obligations
|
||||||
2020
|
$
|
7,040
|
|
|
$
|
3,073
|
|
|
$
|
10,113
|
|
2021
|
6,529
|
|
|
1,825
|
|
|
8,354
|
|
|||
2022
|
5,266
|
|
|
692
|
|
|
5,958
|
|
|||
2023
|
6,103
|
|
|
444
|
|
|
6,547
|
|
|||
2024
|
5,909
|
|
|
229
|
|
|
6,138
|
|
|||
Thereafter
|
21,983
|
|
|
—
|
|
|
21,983
|
|
|||
Total
|
$
|
52,830
|
|
|
$
|
6,263
|
|
|
$
|
59,093
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Cash (1)
|
$
|
16,205
|
|
|
$
|
12,766
|
|
Money market funds (2)
|
7,261
|
|
|
323
|
|
||
Total cash and cash equivalents
|
$
|
23,466
|
|
|
$
|
13,089
|
|
(1)
|
We deposit our cash and cash equivalents in accounts with major banks and financial institutions and such deposits are in excess of federally insured limits. We also have deposits with major banks in China that are denominated in both U.S. dollars and Chinese Yuan Renminbi and are not insured by the U.S. federal government.
|
(2)
|
As of December 31, 2019 and 2018, money market funds consisted of investments in U.S. government-sponsored enterprise bonds and discount notes, U.S. government treasury bills and notes and repurchase agreements collateralized by U.S. government obligations.
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Humana
|
26
|
%
|
|
22
|
%
|
|
20
|
%
|
UnitedHealthcare (1)
|
19
|
%
|
|
19
|
%
|
|
23
|
%
|
Aetna (2)
|
17
|
%
|
|
14
|
%
|
|
10
|
%
|
(1)
|
UnitedHealthcare also includes other carriers owned by UnitedHealthcare.
|
(2)
|
Aetna also includes other carriers owned by Aetna.
|
|
December 31, 2019*
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
23,466
|
|
|
$
|
13,089
|
|
Accounts receivable
|
2,332
|
|
|
3,601
|
|
||
Commissions receivable — current
|
174,526
|
|
|
134,190
|
|
||
Prepaid expenses and other current assets
|
7,822
|
|
|
5,288
|
|
||
Total current assets
|
208,146
|
|
|
156,168
|
|
||
Commissions receivable — non-current
|
414,696
|
|
|
211,668
|
|
||
Property and equipment, net
|
10,518
|
|
|
7,684
|
|
||
Operating lease right-of-use assets
|
36,621
|
|
|
—
|
|
||
Restricted cash
|
3,354
|
|
|
—
|
|
||
Other assets
|
18,004
|
|
|
11,276
|
|
||
Intangible assets, net
|
10,062
|
|
|
12,249
|
|
||
Goodwill
|
40,233
|
|
|
40,233
|
|
||
Total assets
|
$
|
741,634
|
|
|
$
|
439,278
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
24,554
|
|
|
$
|
5,688
|
|
Accrued compensation and benefits
|
29,578
|
|
|
20,763
|
|
||
Accrued marketing expenses
|
12,041
|
|
|
11,013
|
|
||
Earnout liability — current
|
37,273
|
|
|
20,730
|
|
||
Lease liabilities — current
|
4,759
|
|
|
—
|
|
||
Deferred revenue
|
2,570
|
|
|
876
|
|
||
Other current liabilities
|
2,210
|
|
|
1,549
|
|
||
Total current liabilities
|
112,985
|
|
|
60,619
|
|
||
Debt
|
—
|
|
|
5,000
|
|
||
Earnout liability — non-current
|
—
|
|
|
19,270
|
|
||
Deferred income taxes — non-current
|
64,130
|
|
|
47,901
|
|
||
Lease liabilities — non-current
|
34,305
|
|
|
—
|
|
||
Other non-current liabilities
|
3,050
|
|
|
3,339
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $0.001 per share; 10,000 authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.001 per share; 100,000 authorized; 34,752 and 30,863 issued as of December 31, 2019 and 2018, respectively; 23,136 and 19,437 outstanding as of December 31, 2019 and 2018, respectively
|
35
|
|
|
31
|
|
||
Additional paid-in capital
|
455,159
|
|
|
298,024
|
|
||
Treasury stock, at cost: 11,616 and 11,426 shares as of December 31, 2019 and 2018, respectively
|
(199,998
|
)
|
|
(199,998
|
)
|
||
Retained earnings
|
271,852
|
|
|
204,965
|
|
||
Accumulated other comprehensive income
|
116
|
|
|
127
|
|
||
Total stockholders’ equity
|
527,164
|
|
|
303,149
|
|
||
Total liabilities and stockholders’ equity
|
$
|
741,634
|
|
|
$
|
439,278
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Revenue
|
|
|
|
|
|
||||||
Commission
|
$
|
466,676
|
|
|
$
|
227,211
|
|
|
$
|
176,883
|
|
Other
|
39,525
|
|
|
24,184
|
|
|
13,823
|
|
|||
Total revenue
|
506,201
|
|
|
251,395
|
|
|
190,706
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
||||||
Cost of revenue
|
2,738
|
|
|
1,228
|
|
|
582
|
|
|||
Marketing and advertising
|
150,249
|
|
|
82,939
|
|
|
65,874
|
|
|||
Customer care and enrollment
|
134,304
|
|
|
70,547
|
|
|
59,183
|
|
|||
Technology and content
|
47,085
|
|
|
31,970
|
|
|
32,889
|
|
|||
General and administrative
|
64,150
|
|
|
45,828
|
|
|
39,969
|
|
|||
Change in fair value of earnout liability
|
24,079
|
|
|
12,300
|
|
|
—
|
|
|||
Amortization of intangible assets
|
2,187
|
|
|
2,091
|
|
|
1,040
|
|
|||
Restructuring charges
|
—
|
|
|
1,865
|
|
|
—
|
|
|||
Acquisition costs
|
—
|
|
|
76
|
|
|
621
|
|
|||
Total operating costs and expenses
|
424,792
|
|
|
248,844
|
|
|
200,158
|
|
|||
Income (loss) from operations
|
81,409
|
|
|
2,551
|
|
|
(9,452
|
)
|
|||
Other income, net
|
2,090
|
|
|
755
|
|
|
1,182
|
|
|||
Income (loss) before provision (benefit) for income taxes
|
83,499
|
|
|
3,306
|
|
|
(8,270
|
)
|
|||
Provision (benefit) for income taxes
|
16,612
|
|
|
3,065
|
|
|
(33,696
|
)
|
|||
Net income
|
$
|
66,887
|
|
|
$
|
241
|
|
|
$
|
25,426
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.90
|
|
|
$
|
0.01
|
|
|
$
|
1.37
|
|
Diluted
|
$
|
2.73
|
|
|
$
|
0.01
|
|
|
$
|
1.33
|
|
Weighted-average number of shares used in per share amounts:
|
|
|
|
|
|
||||||
Basic
|
23,075
|
|
|
19,294
|
|
|
18,512
|
|
|||
Diluted
|
24,539
|
|
|
20,409
|
|
|
19,047
|
|
|||
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
$
|
66,887
|
|
|
$
|
241
|
|
|
$
|
25,426
|
|
Foreign currency translation adjustment, net of taxes
|
(11
|
)
|
|
(75
|
)
|
|
29
|
|
|||
Comprehensive income
|
$
|
66,876
|
|
|
$
|
166
|
|
|
$
|
25,455
|
|
|
Common Stock
|
|
Additional Paid-in
Capital |
|
Treasury Stock
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income
|
|
Total Stockholders’ Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
|||||||||||||||||||||||
Balance at December 31, 2016
|
29,492
|
|
|
$
|
29
|
|
|
$
|
272,778
|
|
|
(11,136
|
)
|
|
$
|
(199,998
|
)
|
|
$
|
179,298
|
|
|
$
|
173
|
|
|
$
|
252,280
|
|
Issuance of common stock in connection with exercise of common stock options
|
388
|
|
|
1
|
|
|
1,036
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,037
|
|
||||||
Repurchase of shares to satisfy employee tax withholding obligations
|
—
|
|
|
—
|
|
|
(1,802
|
)
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,802
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
9,694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,694
|
|
||||||
Foreign currency translation adjustment, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,426
|
|
|
—
|
|
|
25,426
|
|
||||||
Balance at December 31, 2017
|
29,880
|
|
|
30
|
|
|
281,706
|
|
|
(11,238
|
)
|
|
(199,998
|
)
|
|
204,724
|
|
|
202
|
|
|
286,664
|
|
||||||
Issuance of common stock in connection with exercise of common stock options
|
688
|
|
|
1
|
|
|
2,687
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,688
|
|
||||||
Repurchase of shares to satisfy employee tax withholding obligations
|
—
|
|
|
—
|
|
|
(4,504
|
)
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,504
|
)
|
||||||
Shares issued for GMG acquisition
|
295
|
|
|
—
|
|
|
5,595
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,595
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
12,540
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,540
|
|
||||||
Foreign currency translation adjustment, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
(75
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|
—
|
|
|
241
|
|
||||||
Balance at December 31, 2018
|
30,863
|
|
|
31
|
|
|
298,024
|
|
|
(11,426
|
)
|
|
(199,998
|
)
|
|
204,965
|
|
|
127
|
|
|
303,149
|
|
||||||
Issuance of common stock in connection with exercise of common stock options
|
834
|
|
|
1
|
|
|
5,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,535
|
|
||||||
Repurchase of shares to satisfy employee tax withholding obligations
|
—
|
|
|
—
|
|
|
(14,281
|
)
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,281
|
)
|
||||||
Shares issued in equity offering
|
2,760
|
|
|
3
|
|
|
126,048
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126,051
|
|
||||||
Settlement of earnout liability
|
295
|
|
|
—
|
|
|
17,264
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,264
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
22,570
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,570
|
|
||||||
Foreign currency translation adjustment, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,887
|
|
|
—
|
|
|
66,887
|
|
||||||
Balance at December 31, 2019
|
34,752
|
|
|
$
|
35
|
|
|
$
|
455,159
|
|
|
(11,616
|
)
|
|
$
|
(199,998
|
)
|
|
$
|
271,852
|
|
|
$
|
116
|
|
|
$
|
527,164
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net Income
|
$
|
66,887
|
|
|
$
|
241
|
|
|
$
|
25,426
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
2,983
|
|
|
2,479
|
|
|
2,837
|
|
|||
Amortization of internally developed software
|
3,821
|
|
|
2,201
|
|
|
1,464
|
|
|||
Amortization of intangible assets
|
2,187
|
|
|
2,091
|
|
|
1,040
|
|
|||
Stock-based compensation expense
|
22,570
|
|
|
12,540
|
|
|
9,694
|
|
|||
Deferred income taxes
|
16,197
|
|
|
2,812
|
|
|
(30,341
|
)
|
|||
Change in fair value of earnout liability
|
24,079
|
|
|
12,300
|
|
|
—
|
|
|||
Other non-cash items
|
(755
|
)
|
|
675
|
|
|
(101
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|||||
Accounts receivable
|
1,270
|
|
|
(2,127
|
)
|
|
473
|
|
|||
Commissions receivable
|
(243,364
|
)
|
|
(50,967
|
)
|
|
(21,640
|
)
|
|||
Prepaid expenses and other assets
|
(466
|
)
|
|
232
|
|
|
(1,933
|
)
|
|||
Accounts payable
|
19,694
|
|
|
1,414
|
|
|
(1,866
|
)
|
|||
Accrued compensation and benefits
|
8,814
|
|
|
5,133
|
|
|
4,578
|
|
|||
Accrued marketing expenses
|
1,028
|
|
|
6,320
|
|
|
(3,365
|
)
|
|||
Deferred revenue
|
1,694
|
|
|
491
|
|
|
(466
|
)
|
|||
Accrued restructuring charges
|
—
|
|
|
—
|
|
|
—
|
|
|||
Accrued expenses and other liabilities
|
1,869
|
|
|
935
|
|
|
(1,341
|
)
|
|||
Net cash used in operating activities
|
(71,492
|
)
|
|
(3,230
|
)
|
|
(15,541
|
)
|
|||
Investing activities
|
|
|
|
|
|
|
|||||
Capitalized internal-use software and website development costs
|
(10,231
|
)
|
|
(6,294
|
)
|
|
(3,210
|
)
|
|||
Purchases of property and equipment and other assets
|
(6,641
|
)
|
|
(4,534
|
)
|
|
(1,868
|
)
|
|||
Payments for security deposits
|
(72
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of business, net of cash acquired
|
—
|
|
|
(14,929
|
)
|
|
—
|
|
|||
Cash used in investing activities
|
(16,944
|
)
|
|
(25,757
|
)
|
|
(5,078
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|||||
Proceeds from issuance of common stock, net of issuance costs
|
126,051
|
|
|
—
|
|
|
—
|
|
|||
Net proceeds from exercise of common stock options
|
5,535
|
|
|
2,688
|
|
|
1,037
|
|
|||
Repurchase of shares to satisfy employee tax withholding obligations
|
(14,281
|
)
|
|
(4,504
|
)
|
|
(1,802
|
)
|
|||
Proceeds from line of credit
|
—
|
|
|
5,000
|
|
|
—
|
|
|||
Debt issuance costs
|
(517
|
)
|
|
(1,221
|
)
|
|
—
|
|
|||
Repayment of debt
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition-related contingent payments
|
(9,542
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payments in connection with leases
|
(105
|
)
|
|
(103
|
)
|
|
(105
|
)
|
|||
Net cash provided by (used in) financing activities
|
102,141
|
|
|
1,860
|
|
|
(870
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
26
|
|
|
(77
|
)
|
|
1
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
13,731
|
|
|
(27,204
|
)
|
|
(21,488
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
13,089
|
|
|
40,293
|
|
|
61,781
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
26,820
|
|
|
$
|
13,089
|
|
|
$
|
40,293
|
|
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flows
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
42
|
|
|
$
|
44
|
|
|
$
|
20
|
|
Cash refunds from (paid for) income taxes, net
|
$
|
741
|
|
|
$
|
(139
|
)
|
|
$
|
(219
|
)
|
Computer equipment and software
|
|
3
|
to
|
5 years
|
Office equipment and furniture
|
|
5 years
|
||
Leasehold improvements*
|
|
5
|
to
|
10 years
|
•
|
Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.
|
•
|
Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract.
|
•
|
Determination of the transaction price. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer.
|
•
|
Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis.
|
•
|
Recognition of revenue when, or as, we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer.
|
|
Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Medicare
|
|
|
|
|
|
||||||
Commission Revenue from Members Approved During the Period (1)
|
$
|
355,916
|
|
|
$
|
192,382
|
|
|
$
|
134,093
|
|
Net Commission Revenue from Members Approved in Prior Periods (2)
|
55,292
|
|
|
(124
|
)
|
|
917
|
|
|||
Total Medicare Segment Commission Revenue
|
$
|
411,208
|
|
|
$
|
192,258
|
|
|
$
|
135,010
|
|
Individual, Family and Small Business
|
|
|
|
|
|
||||||
Commission Revenue from Members Approved During the Period (1)
|
$
|
22,614
|
|
|
$
|
24,079
|
|
|
$
|
29,767
|
|
Net Commission Revenue from Members Approved in Prior Periods (2)
|
32,854
|
|
|
10,874
|
|
|
12,106
|
|
|||
Total Individual, Family and Small Business Segment Commission Revenue
|
$
|
55,468
|
|
|
$
|
34,953
|
|
|
$
|
41,873
|
|
(1)
|
These amounts include commission bonus revenue.
|
(2)
|
These amounts reflect our revised estimates of cash collections for certain members approved prior to the relevant reporting period that are recognized as adjustments to revenue within the relevant reporting period. These amounts include revenue associated with renewing small business health insurance members. Adjustment revenue includes reductions to revenue for certain prior periods cohorts of $3.1 million, $3.2 million and $0.0 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Medicare
|
|
|
|
|
|
||||||
Medicare Advantage
|
$
|
339,810
|
|
|
$
|
143,445
|
|
|
$
|
107,567
|
|
Medicare Supplement
|
40,345
|
|
|
31,166
|
|
|
15,436
|
|
|||
Medicare Part D
|
26,824
|
|
|
14,609
|
|
|
11,085
|
|
|||
Total Medicare
|
406,979
|
|
|
189,220
|
|
|
134,088
|
|
|||
Individual and Family (1)
|
|
|
|
|
|
||||||
Non-Qualified Health Plans
|
17,559
|
|
|
6,470
|
|
|
10,024
|
|
|||
Qualified Health Plans
|
6,866
|
|
|
5,789
|
|
|
7,055
|
|
|||
Total Individual and Family
|
24,425
|
|
|
12,259
|
|
|
17,079
|
|
|||
Ancillary
|
|
|
|
|
|
||||||
Short-term
|
10,524
|
|
|
5,583
|
|
|
5,503
|
|
|||
Dental
|
5,238
|
|
|
2,717
|
|
|
5,062
|
|
|||
Vision
|
2,002
|
|
|
1,467
|
|
|
1,607
|
|
|||
Other
|
3,985
|
|
|
4,941
|
|
|
3,877
|
|
|||
Total Ancillary
|
21,749
|
|
|
14,708
|
|
|
16,049
|
|
|||
Small Business
|
9,922
|
|
|
8,595
|
|
|
7,501
|
|
|||
Commission Bonus
|
3,601
|
|
|
2,429
|
|
|
2,166
|
|
|||
Total Commission Revenue
|
466,676
|
|
|
227,211
|
|
|
176,883
|
|
|||
Other Revenue
|
39,525
|
|
|
24,184
|
|
|
13,823
|
|
|||
Total Revenue
|
$
|
506,201
|
|
|
$
|
251,395
|
|
|
$
|
190,706
|
|
(1)
|
We define our individual and family plan offerings as major medical individual and family health insurance plans, which does not include Medicare-related, small business or ancillary plans. Individual and family health insurance plans include both qualified and non-qualified plans. Qualified health plans are individual and family health insurance plans that meet the requirements of the Affordable Care Act and are offered through the government-run health insurance exchange in the relevant jurisdiction. Non-qualified health plans are individual and family health insurance plans that meet the requirements of the Affordable Care Act and are not offered through the exchange in the relevant jurisdiction. Individuals that purchase non-qualified health plans cannot receive a subsidy in connection with the purchase of those plans.
|
Acquisition Consideration
|
|
||
Cash paid
|
$
|
15,000
|
|
Fair value of equity awards issued to GoMedigap members (1)
|
5,595
|
|
|
Estimated fair value of earnout liability
|
27,700
|
|
|
|
$
|
48,295
|
|
Allocation
|
|
||
Cash and cash equivalents
|
$
|
71
|
|
Commission receivable - current
|
4,371
|
|
|
Prepaid expenses and other current assets
|
11
|
|
|
Commission receivable - non-current
|
11,103
|
|
|
Property and equipment, net
|
174
|
|
|
Accounts payable
|
(110
|
)
|
|
Accrued compensation and benefits
|
(132
|
)
|
|
Other current liabilities
|
(130
|
)
|
|
Net tangible assets acquired
|
15,358
|
|
|
Intangible assets
|
6,800
|
|
|
Goodwill
|
26,137
|
|
|
Total intangible assets acquired
|
32,937
|
|
|
Total net assets acquired
|
$
|
48,295
|
|
Level 1
|
Unadjusted quoted prices in active markets for identical assets or liabilities.
|
Level 2
|
Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability.
|
Level 3
|
Unobservable inputs for the asset or liability.
|
Technology
|
$
|
2,000
|
|
Trade names, trademarks and website addresses
|
4,800
|
|
|
Total intangible assets
|
$
|
6,800
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Cash
|
$
|
16,205
|
|
|
$
|
12,766
|
|
Money market funds
|
7,261
|
|
|
323
|
|
||
Cash and cash equivalents
|
$
|
23,466
|
|
|
$
|
13,089
|
|
Restricted cash
|
3,354
|
|
|
—
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
26,820
|
|
|
$
|
13,089
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Commissions receivable - current
|
$
|
174,526
|
|
|
$
|
134,190
|
|
Commissions receivable - non-current
|
414,696
|
|
|
211,668
|
|
||
Accounts receivable
|
2,332
|
|
|
3,601
|
|
||
Total accounts receivable
|
$
|
591,554
|
|
|
$
|
349,459
|
|
|
For the year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance
|
$
|
345,858
|
|
|
$
|
279,417
|
|
|
$
|
257,777
|
|
Commission revenue from members approved during the period (1)
|
378,530
|
|
|
216,461
|
|
|
163,860
|
|
|||
Net commission revenue adjustments from members approved in prior period (2)
|
88,146
|
|
|
10,750
|
|
|
13,023
|
|
|||
Cash receipts
|
(223,312
|
)
|
|
(160,770
|
)
|
|
(155,243
|
)
|
|||
Ending balance
|
$
|
589,222
|
|
|
$
|
345,858
|
|
|
$
|
279,417
|
|
(1)
|
These amounts include commission bonus revenue.
|
(2)
|
These amounts reflect our revised estimates of cash collections for certain members approved prior to the relevant reporting period that are recognized as adjustments to revenue within the relevant reporting period. These amounts include revenue associated with renewing small business health insurance members.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Prepaid maintenance contracts
|
$
|
3,853
|
|
|
$
|
1,937
|
|
Equity issuance costs
|
—
|
|
|
294
|
|
||
Prepaid insurance
|
918
|
|
|
161
|
|
||
Prepaid rent
|
96
|
|
|
324
|
|
||
Income tax receivable
|
584
|
|
|
1,108
|
|
||
Other current assets
|
2,371
|
|
|
1,464
|
|
||
Prepaid expenses and other current assets
|
$
|
7,822
|
|
|
$
|
5,288
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Computer equipment and software
|
$
|
17,893
|
|
|
$
|
17,246
|
|
Office equipment and furniture
|
4,995
|
|
|
3,319
|
|
||
Leasehold improvements
|
6,051
|
|
|
6,345
|
|
||
Property and equipment, gross
|
28,939
|
|
|
26,910
|
|
||
Less accumulated depreciation and amortization
|
(18,421
|
)
|
|
(19,226
|
)
|
||
Property and equipment, net
|
$
|
10,518
|
|
|
$
|
7,684
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Capitalized software project costs
|
$
|
14,718
|
|
|
$
|
8,308
|
|
Debt issuance costs - non-current
|
1,149
|
|
|
1,099
|
|
||
Security deposits
|
555
|
|
|
483
|
|
||
Deferred tax assets
|
264
|
|
|
232
|
|
||
Income tax receivable
|
456
|
|
|
913
|
|
||
Other
|
862
|
|
|
241
|
|
||
Other assets
|
$
|
18,004
|
|
|
$
|
11,276
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted-average remaining useful life
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted-average remaining useful life
|
||||||||||||
Technology
|
$
|
2,000
|
|
|
$
|
(1,278
|
)
|
|
$
|
722
|
|
|
1.1
|
|
$
|
2,000
|
|
|
$
|
(611
|
)
|
|
$
|
1,389
|
|
|
2.1
|
Pharmacy and customer relationships
|
9,500
|
|
|
(9,183
|
)
|
|
317
|
|
|
0.3
|
|
9,500
|
|
|
(8,234
|
)
|
|
1,266
|
|
|
1.3
|
||||||
Trade names, trademarks and website addresses
|
5,700
|
|
|
(1,791
|
)
|
|
3,909
|
|
|
8.0
|
|
5,700
|
|
|
(1,220
|
)
|
|
4,480
|
|
|
8.9
|
||||||
Total intangible assets subject to amortization
|
$
|
17,200
|
|
|
$
|
(12,252
|
)
|
|
4,948
|
|
|
|
|
$
|
17,200
|
|
|
$
|
(10,065
|
)
|
|
$
|
7,135
|
|
|
|
|
Indefinite-lived trademarks and domain names
|
|
|
|
|
5,114
|
|
|
Indefinite
|
|
|
|
|
|
5,114
|
|
|
Indefinite
|
||||||||||
Intangible assets
|
|
|
|
|
$
|
10,062
|
|
|
|
|
|
|
|
|
$
|
12,249
|
|
|
|
Years Ending December 31,
|
Technology
|
|
Pharmacy and Customer Relationships
|
|
Trade Names, Trademarks and Website Addresses
|
|
Total
|
||||||||
2020
|
$
|
667
|
|
|
$
|
317
|
|
|
$
|
509
|
|
|
$
|
1,493
|
|
2021
|
55
|
|
|
—
|
|
|
480
|
|
|
535
|
|
||||
2022
|
—
|
|
|
—
|
|
|
480
|
|
|
480
|
|
||||
2023
|
—
|
|
|
—
|
|
|
480
|
|
|
480
|
|
||||
2024
|
—
|
|
|
—
|
|
|
480
|
|
|
480
|
|
||||
Thereafter
|
—
|
|
|
—
|
|
|
1,480
|
|
|
1,480
|
|
||||
Total
|
$
|
722
|
|
|
$
|
317
|
|
|
$
|
3,909
|
|
|
$
|
4,948
|
|
Level 1
|
|
Unadjusted quoted prices in active markets for identical assets or liabilities.
|
Level 2
|
|
Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability.
|
Level 3
|
|
Unobservable inputs for the asset or liability.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 3
|
|
Total
|
|
Carrying Value
|
|
Level 1
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
7,261
|
|
|
$
|
7,261
|
|
|
$
|
—
|
|
|
$
|
7,261
|
|
|
$
|
323
|
|
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
323
|
|
Liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Earnout liability - current
|
$
|
37,273
|
|
|
$
|
—
|
|
|
$
|
37,273
|
|
|
$
|
37,273
|
|
|
$
|
20,730
|
|
|
$
|
—
|
|
|
$
|
20,730
|
|
|
$
|
20,730
|
|
Earnout liability - non-current
|
—
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
19,270
|
|
|
—
|
|
|
$
|
19,270
|
|
|
$
|
19,270
|
|
|||||
Total liabilities measured and recorded at fair value
|
$
|
37,273
|
|
|
$
|
—
|
|
|
$
|
37,273
|
|
|
$
|
37,273
|
|
|
$
|
40,000
|
|
|
$
|
—
|
|
|
$
|
40,000
|
|
|
$
|
40,000
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||
Stock options issued and outstanding
|
649
|
|
|
1,005
|
|
Restricted stock units issued and outstanding
|
2,201
|
|
|
1,869
|
|
Shares available for grant
|
2,197
|
|
|
512
|
|
Total shares reserved
|
5,047
|
|
|
3,386
|
|
Beginning balance (1)
|
512
|
|
Additional shares authorized
|
2,500
|
|
Restricted stock units granted (2)
|
(970
|
)
|
Options granted (3)
|
(19
|
)
|
Restricted stock units cancelled (4)
|
124
|
|
Options cancelled
|
50
|
|
Ending balance
|
2,197
|
|
(1)
|
Shares available for grant do not include treasury stock shares that could be granted if we determined to do so.
|
(2)
|
Includes grants of restricted stock units with service, performance-based or market-based vesting criteria.
|
(3)
|
Includes grants of stock options with service, performance-based or market-based vesting criteria.
|
(4)
|
Includes cancelled restricted stock units with service, performance-based or market-based vesting criteria.
|
|
Number of Stock Options (1)
|
|
Weighted Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life (years)
|
|
Aggregate Intrinsic Value (2)
|
|||||
Outstanding as of December 31, 2018
|
1,005
|
|
|
$
|
18.34
|
|
|
5.0
|
|
$
|
20,226
|
|
Granted
|
19
|
|
|
$
|
63.54
|
|
|
|
|
|
||
Exercised
|
(319
|
)
|
|
$
|
17.45
|
|
|
|
|
|
||
Cancelled
|
(56
|
)
|
|
$
|
24.71
|
|
|
|
|
|
||
Outstanding balance as of December 31, 2019
|
649
|
|
|
$
|
19.57
|
|
|
4.4
|
|
$
|
49,661
|
|
Vested and expected to vest at December 31, 2019
|
631
|
|
|
$
|
19.32
|
|
|
4.3
|
|
$
|
48,404
|
|
Exercisable at December 31, 2019
|
428
|
|
|
$
|
16.67
|
|
|
3.9
|
|
$
|
33,995
|
|
(1)
|
Includes certain stock options with service, performance-based or market-based vesting criteria.
|
(2)
|
The aggregate intrinsic value is calculated as the product between eHealth’s closing stock price as of December 31, 2019 and 2018 at the exercise price of in-the-money options as of those dates.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted average fair value of options granted
|
$
|
33.19
|
|
|
$
|
12.78
|
|
|
$
|
9.03
|
|
Total fair value of options vested
|
$
|
2,924
|
|
|
$
|
2,263
|
|
|
$
|
799
|
|
Intrinsic value of options exercised
|
$
|
19,890
|
|
|
$
|
1,461
|
|
|
$
|
430
|
|
|
Number of Restricted Stock Units (1)
|
|
Weighted-Average Grant Date Fair Value
|
|
Weighted-Average Remaining Service Period
|
|
Aggregate Intrinsic Value (2)
|
|||||
Unvested as of December 31, 2018
|
1,869
|
|
|
$
|
16.95
|
|
|
4.8
|
|
$
|
71,816
|
|
Granted
|
970
|
|
|
$
|
17.96
|
|
|
|
|
|
||
Vested
|
(514
|
)
|
|
$
|
17.01
|
|
|
|
|
|
||
Cancelled
|
(124
|
)
|
|
$
|
31.50
|
|
|
|
|
|
||
Unvested as of December 31, 2019
|
2,201
|
|
|
$
|
39.08
|
|
|
7.2
|
|
$
|
211,443
|
|
(1)
|
Includes certain restricted stock units with service, performance-based or market-based vesting criteria.
|
(2)
|
The aggregate intrinsic value is calculated as the difference of our closing stock price as of December 31, 2019 and 2018 multiplied by the number of restricted stock units outstanding as of December 31, 2019 and 2018, respectively.
|
|
Year Ended December 31,
|
||||
|
2019
|
|
2018
|
|
2017
|
Expected term
|
4.3
|
|
4.3
|
|
4.3
|
Expected volatility
|
65.3%
|
|
68.3%
|
|
69.8%
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
Risk-free interest rate
|
2.1%
|
|
2.7%
|
|
1.8%
|
|
Year Ended December 31,
|
||||
|
2019
|
|
2018
|
|
2017
|
Expected term
|
1.4
|
|
1.6
|
|
1.6
|
Expected volatility
|
57.8%
|
|
69.8%
|
|
70.9%
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
Risk-free interest rate
|
2.4%
|
|
2.5%
|
|
1.7%
|
Weighted-average grant date fair value
|
$58.16
|
|
$13.48
|
|
$9.42
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Common stock options
|
$
|
2,215
|
|
|
$
|
1,991
|
|
|
$
|
1,863
|
|
Restricted stock units
|
20,355
|
|
|
10,549
|
|
|
7,831
|
|
|||
Total stock-based compensation expense
|
$
|
22,570
|
|
|
$
|
12,540
|
|
|
$
|
9,694
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Marketing and advertising
|
$
|
4,230
|
|
|
$
|
1,974
|
|
|
$
|
1,033
|
|
Customer care and enrollment
|
1,451
|
|
|
816
|
|
|
418
|
|
|||
Technology and content
|
3,611
|
|
|
1,675
|
|
|
1,410
|
|
|||
General and administrative
|
13,278
|
|
|
7,824
|
|
|
6,833
|
|
|||
Restructuring charges
|
—
|
|
|
251
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
$
|
22,570
|
|
|
$
|
12,540
|
|
|
$
|
9,694
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Basic
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
66,887
|
|
|
$
|
241
|
|
|
$
|
25,426
|
|
Shares used in per share calculation - basic
|
23,075
|
|
|
19,294
|
|
|
18,512
|
|
|||
Net income per share – basic
|
$
|
2.90
|
|
|
$
|
0.01
|
|
|
$
|
1.37
|
|
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
66,887
|
|
|
$
|
241
|
|
|
$
|
25,426
|
|
Shares used in per share calculation - basic
|
23,075
|
|
|
19,294
|
|
|
18,512
|
|
|||
Dilutive effect of common stock
|
1,464
|
|
|
1,115
|
|
|
535
|
|
|||
Total common stock shares used in diluted share calculation
|
24,539
|
|
|
20,409
|
|
|
19,047
|
|
|||
Net income per share – diluted
|
$
|
2.73
|
|
|
$
|
0.01
|
|
|
$
|
1.33
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Common stock options
|
11
|
|
|
291
|
|
|
908
|
|
Restricted stock units
|
41
|
|
|
13
|
|
|
1,296
|
|
Total
|
52
|
|
|
304
|
|
|
2,204
|
|
For the Years Ending December 31,
|
Operating Lease Obligations
|
|
Service and Licensing Obligations
|
|
Total Obligations
|
||||||
2020
|
$
|
7,040
|
|
|
$
|
3,073
|
|
|
$
|
10,113
|
|
2021
|
6,529
|
|
|
1,825
|
|
|
8,354
|
|
|||
2022
|
5,266
|
|
|
692
|
|
|
5,958
|
|
|||
2023
|
6,103
|
|
|
444
|
|
|
6,547
|
|
|||
2024
|
5,909
|
|
|
229
|
|
|
6,138
|
|
|||
Thereafter
|
21,983
|
|
|
—
|
|
|
21,983
|
|
|||
Total
|
$
|
52,830
|
|
|
$
|
6,263
|
|
|
$
|
59,093
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
|
|
|
|
||||||
Medicare
|
$
|
446,961
|
|
|
$
|
210,570
|
|
|
$
|
142,448
|
|
Individual, Family and Small Business
|
59,240
|
|
|
40,825
|
|
|
48,258
|
|
|||
Total revenue
|
$
|
506,201
|
|
|
$
|
251,395
|
|
|
$
|
190,706
|
|
|
|
|
|
|
|
||||||
Segment profit
|
|
|
|
|
|
||||||
Medicare segment profit
|
$
|
155,234
|
|
|
$
|
60,844
|
|
|
$
|
22,137
|
|
Individual, Family and Small Business segment profit
|
23,368
|
|
|
5,803
|
|
|
9,573
|
|
|||
Total segment profit
|
178,602
|
|
|
66,647
|
|
|
31,710
|
|
|||
Corporate
|
(45,374
|
)
|
|
(32,996
|
)
|
|
(26,970
|
)
|
|||
Stock-based compensation expense
|
(22,570
|
)
|
|
(12,289
|
)
|
|
(9,694
|
)
|
|||
Depreciation and amortization
|
(2,983
|
)
|
|
(2,479
|
)
|
|
(2,837
|
)
|
|||
Change in fair value of earnout liability
|
(24,079
|
)
|
|
(12,300
|
)
|
|
—
|
|
|||
Restructuring charge
|
—
|
|
|
(1,865
|
)
|
|
—
|
|
|||
Acquisition costs
|
—
|
|
|
(76
|
)
|
|
(621
|
)
|
|||
Amortization of intangible assets
|
(2,187
|
)
|
|
(2,091
|
)
|
|
(1,040
|
)
|
|||
Other income (expense), net
|
2,090
|
|
|
755
|
|
|
$
|
1,182
|
|
||
Income (loss) before provision (benefit) for income taxes
|
$
|
83,499
|
|
|
$
|
3,306
|
|
|
$
|
(8,270
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
United States
|
$
|
64,408
|
|
|
$
|
18,228
|
|
China
|
471
|
|
|
499
|
|
||
Total
|
$
|
64,879
|
|
|
$
|
18,727
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Humana
|
26
|
%
|
|
22
|
%
|
|
20
|
%
|
UnitedHealthcare (1)
|
19
|
%
|
|
19
|
%
|
|
23
|
%
|
Aetna (2)
|
17
|
%
|
|
14
|
%
|
|
10
|
%
|
(1)
|
UnitedHealthcare also includes other carriers owned by UnitedHealthcare.
|
(2)
|
Aetna includes other carriers owned by Aetna.
|
|
December 31, 2018
|
||
Employee termination costs
|
$
|
1,605
|
|
Non-cash employee termination costs - stock-based compensation
|
251
|
|
|
Other restructuring related costs
|
9
|
|
|
Total restructuring charges
|
$
|
1,865
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
Beginning balance
|
|
Charges
|
|
Payments
|
|
Ending balance
|
||||||||
Employee termination costs
|
$
|
—
|
|
|
$
|
1,605
|
|
|
$
|
(1,605
|
)
|
|
$
|
—
|
|
Accrued restructuring charges - current
|
$
|
—
|
|
|
$
|
1,605
|
|
|
$
|
(1,605
|
)
|
|
$
|
—
|
|
Operating lease right-of-use assets
|
$
|
36,621
|
|
Operating lease liabilities
|
$
|
39,064
|
|
Weighted-average remaining lease term of operating leases
|
7.6 years
|
|
|
Weighted-average discount rate used to recognize operating lease right-of-use-assets*
|
5.9
|
%
|
Year ending December 31,
|
|
||
2020
|
$
|
7,040
|
|
2021
|
6,529
|
|
|
2022
|
5,266
|
|
|
2023
|
6,103
|
|
|
2024
|
5,909
|
|
|
Thereafter
|
21,983
|
|
|
Total lease payments
|
52,830
|
|
|
Less imputed interest
|
(13,766
|
)
|
|
Total
|
$
|
39,064
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
82,391
|
|
|
$
|
2,458
|
|
|
$
|
(9,242
|
)
|
Foreign
|
1,108
|
|
|
848
|
|
|
972
|
|
|||
Income (loss) before provision (benefit) for income taxes
|
$
|
83,499
|
|
|
$
|
3,306
|
|
|
$
|
(8,270
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
(275
|
)
|
State
|
75
|
|
|
48
|
|
|
(1,433
|
)
|
|||
Foreign
|
326
|
|
|
213
|
|
|
179
|
|
|||
Total current
|
401
|
|
|
266
|
|
|
(1,529
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
|||||
Federal
|
13,594
|
|
|
165
|
|
|
(28,161
|
)
|
|||
State
|
2,635
|
|
|
2,648
|
|
|
(3,992
|
)
|
|||
Foreign
|
(18
|
)
|
|
(14
|
)
|
|
(14
|
)
|
|||
Total deferred
|
16,211
|
|
|
2,799
|
|
|
(32,167
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
16,612
|
|
|
$
|
3,065
|
|
|
$
|
(33,696
|
)
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
2.6
|
|
|
(7.2
|
)
|
|
31.7
|
|
Stock-based compensation shortfalls (windfalls), net
|
(7.0
|
)
|
|
(29.4
|
)
|
|
1.9
|
|
Non-deductible stock-based compensation
|
2.5
|
|
|
21.6
|
|
|
(9.7
|
)
|
Non-deductible lobbying expenses
|
1.0
|
|
|
15.2
|
|
|
(9.1
|
)
|
Research and development credits
|
(0.9
|
)
|
|
(17.1
|
)
|
|
(1.5
|
)
|
Changes in valuation allowance
|
—
|
|
|
72.8
|
|
|
—
|
|
Tax reform - tax rate change
|
—
|
|
|
—
|
|
|
355.9
|
|
Foreign income tax and income inclusion
|
0.1
|
|
|
6.8
|
|
|
2.7
|
|
Non-deductible parking expense
|
0.2
|
|
|
3.1
|
|
|
—
|
|
Other permanent differences
|
0.4
|
|
|
5.9
|
|
|
0.7
|
|
Effective tax rate
|
19.9
|
%
|
|
92.7
|
%
|
|
407.6
|
%
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
60,023
|
|
|
$
|
22,181
|
|
Accruals and reserves
|
4,143
|
|
|
3,370
|
|
||
Operating lease liabilities
|
9,471
|
|
|
—
|
|
||
Intangible assets
|
6,306
|
|
|
2,269
|
|
||
Tax credits
|
5,818
|
|
|
4,508
|
|
||
Stock-based compensation
|
2,835
|
|
|
2,388
|
|
||
Fixed assets
|
203
|
|
|
61
|
|
||
Other
|
187
|
|
|
250
|
|
||
Total deferred tax assets
|
88,986
|
|
|
35,027
|
|
||
Valuation allowance
|
(2,407
|
)
|
|
(2,407
|
)
|
||
Total deferred tax assets net of valuation allowance
|
86,579
|
|
|
32,620
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Commissions receivable
|
(141,566
|
)
|
|
(80,289
|
)
|
||
Right-of-use assets
|
(8,879
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
$
|
(150,445
|
)
|
|
$
|
(80,289
|
)
|
Net deferred tax liabilities
|
$
|
(63,866
|
)
|
|
$
|
(47,669
|
)
|
Deferred Tax Assets - Valuation Allowance
|
|
Balance at beginning of year
|
|
Provision for income taxes
|
|
Balance at
end of year
|
||||||
Year Ended December 31, 2019
|
|
$
|
2,407
|
|
|
$
|
—
|
|
|
$
|
2,407
|
|
Year Ended December 31, 2018
|
|
$
|
—
|
|
|
$
|
2,407
|
|
|
$
|
2,407
|
|
Year Ended December 31, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Unrecognized Tax Benefits
|
||
Balance as of December 31, 2016
|
$
|
5,253
|
|
Decrease based on tax positions related to the prior year
|
(862
|
)
|
|
Lapse of statute of limitations
|
(1,637
|
)
|
|
Additions based on tax positions related to the current year
|
342
|
|
|
Balance as of December 31, 2017
|
3,096
|
|
|
Increase based on tax positions related to the prior year
|
579
|
|
|
Lapse of statute of limitations
|
(5
|
)
|
|
Additions based on tax positions related to the current year
|
70
|
|
|
Balance as of December 31, 2018
|
3,740
|
|
|
Additions based on tax positions related to the current year
|
969
|
|
|
Balance as of December 31, 2019
|
$
|
4,709
|
|
For the Year Ended December 31, 2019
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter* |
|
Year
|
||||||||||
Revenue
|
$
|
68,773
|
|
|
$
|
65,767
|
|
|
$
|
69,913
|
|
|
$
|
301,748
|
|
|
$
|
506,201
|
|
Income (loss) from operations
|
(9,183
|
)
|
|
(12,311
|
)
|
|
(20,241
|
)
|
|
123,144
|
|
|
81,409
|
|
|||||
Net income (loss)
|
(5,159
|
)
|
|
(5,754
|
)
|
|
(11,024
|
)
|
|
88,824
|
|
|
66,887
|
|
|||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.24
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
3.74
|
|
|
$
|
2.90
|
|
Diluted
|
$
|
(0.24
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
3.58
|
|
|
$
|
2.73
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the Year Ended December 31, 2018
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Year
|
||||||||||
Revenue
|
$
|
43,070
|
|
|
$
|
32,657
|
|
|
$
|
40,751
|
|
|
$
|
134,917
|
|
|
$
|
251,395
|
|
Income (loss) from operations
|
(6,720
|
)
|
|
(16,920
|
)
|
|
(15,454
|
)
|
|
41,645
|
|
|
2,551
|
|
|||||
Net income (loss)
|
(4,845
|
)
|
|
(12,014
|
)
|
|
(8,972
|
)
|
|
26,072
|
|
|
241
|
|
|||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.26
|
)
|
|
$
|
(0.63
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
1.32
|
|
|
$
|
0.01
|
|
Diluted
|
$
|
(0.26
|
)
|
|
$
|
(0.63
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
1.25
|
|
|
$
|
0.01
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
/s/ Ernst & Young LLP
|
Redwood City, California
|
March 2, 2020
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
ITEM 16.
|
FORM 10-K SUMMARY
|
/s/ SCOTT N. FLANDERS
|
|
/s/ DEREK N. YUNG
|
Scott N. Flanders
Chief Executive Officer
|
|
Derek N. Yung
Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ SCOTT N. FLANDERS
|
|
Chief Executive Officer
(Principal Executive Officer) and Director
|
Scott N. Flanders
|
|
|
|
|
|
/s/ DEREK N. YUNG
|
|
Chief Financial Officer
|
Derek N. Yung
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ ANDREA BRIMMER
|
|
Director
|
Andrea Brimmer
|
|
|
|
|
|
/s/ BETH A. BROOKE
|
|
Director
|
Beth A. Brooke
|
|
|
|
|
|
/s/ MICHAEL D. GOLDBERG
|
|
Director
|
Michael D. Goldberg
|
|
|
|
|
|
/s/ RANDALL S. LIVINGSTON
|
|
Director
|
Randall S. Livingston
|
|
|
|
|
|
/s/ JACK L. OLIVER III
|
|
Director
|
Jack L. Oliver III
|
|
|
|
|
|
/s/ DALE B. WOLF
|
|
Director
|
Dale B. Wolf
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Incorporation by Reference Herein
|
||
|
Description of Exhibit
|
|
Form
|
|
Date
|
|
2.1
|
|
|
Current Report on Form 8-K
(File No. 001-33071)
|
|
January 16, 2018
|
|
3.1
|
|
|
Registration Statement on
Form S-l, as amended
(File No. 333-133526)
|
|
April 25, 2006
|
|
3.2
|
|
|
Current Report on Form 8‑K (File No. 001-33071)
|
|
November 17, 2008
|
|
4.1
|
|
|
Registration Statement on
Form S-l, as amended
(File No. 333-133526)
|
|
June 28, 2006
|
|
4.2
|
†
|
|
|
|
|
|
10.1*
|
|
|
Registration Statement on
Form S-l, as amended
(File No. 333-133526)
|
|
April 25, 2006
|
|
10.2*
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
August 8, 2016
|
|
10.3*
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
August 8, 2016
|
|
10.4*
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
August 8, 2016
|
|
10.5*
|
|
|
Registration Statement on
Form S-l, as amended
(File No. 333-133526)
|
|
April 25, 2006
|
|
10.6*
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
August 7, 2018
|
|
10.7
|
|
|
Current Report on Form 8-K
(File No. 001-33071)
|
|
September 19, 2018
|
|
10.7.1
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071) |
|
August 8, 2019
|
|
10.7.2
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071) |
|
August 8, 2019
|
|
10.7.3
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
December 26, 2019
|
|
10.8
|
|
|
Current Report on Form 8-K
(File No. 001-33071)
|
|
September 19, 2018
|
|
10.9
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
September 19, 2018
|
|
10.10
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
April 2, 2018
|
|
10.11
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
April 30, 2018
|
|
10.11.1
|
|
|
Current Report on Form 8-K (File No. 001-33071)
|
|
August 21, 2019
|
|
10.12
|
|
|
Registration Statement on Form S-l, as amended(File No. 333-133526)
|
|
April 25, 2006
|
|
10.12.1
|
|
|
Current Report on Form 8‑K
(File No. 001-33071)
|
|
May 21, 2009
|
|
10.12.2
|
|
|
Current Report on Form 8‑K
(File No. 001-33071)
|
|
August 18, 2010
|
10.12.3
|
|
|
Current Report on Form 8-K
(File No. 001-33071)
|
|
July 12, 2011
|
|
10.12.4
|
|
Fourth Amendment to Lease Agreement, effective as of July 13, 2018, between eHealthInsurance Services, Inc. and Brian Avery, Trustee of the 1983 Avery Investments Trust
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
November 6, 2018
|
10.13
|
|
|
Registration Statement on
Form S-l, as amended
(File No. 333-133526)
|
|
April 25, 2006
|
|
10.13.1
|
|
|
Current Report on Form 8-K
(File No. 001-33071)
|
|
November 7, 2007
|
|
10.13.2
|
|
|
Current Report on Form 8-K
(File No. 001-33071)
|
|
August 31, 2012
|
|
10.13.3
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
August 8, 2014
|
|
10.13.4
|
|
|
Current Report on Form 8-K
(File No. 001-33071)
|
|
June 28, 2016
|
|
10.13.5
|
|
|
Current Report on Form 8-K
(File No. 001-33071)
|
|
August 22, 2016
|
|
10.13.6
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
April 12, 2019
|
|
10.13.7
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
February 4, 2020
|
|
10.14.1
|
|
|
Current Report on Form 8-K (File No. 001-33071)
|
|
September 6, 2019
|
|
10.14.2
|
|
|
Current Report on Form 8-K (File No. 001-33071)
|
|
September 6, 2019
|
|
10.14.3
|
|
|
Current Report on Form 8-K (File No. 001-33071)
|
|
September 6, 2019
|
|
10.14.4
|
|
|
Current Report on Form 8-K (File No. 001-33071)
|
|
September 6, 2019
|
|
10.15
|
|
|
Current Report on Form 8-K (File No. 001-33071)
|
|
March 27, 2012
|
|
10.15.1
|
|
|
Current Report on Form 8-K (File No. 001-33071)
|
|
May 29, 2013
|
|
10.15.2
|
|
|
Current Report on Form 8-K (File No. 001-33071)
|
|
November 30, 2018
|
|
10.15.3
|
|
|
Current Report on Form 8-K (File No. 001-33071)
|
|
November 30, 2018
|
|
10.16
|
|
|
Quarterly Report on Form 10-Q (File No. 001-33071)
|
|
August 9, 2012
|
|
10.16.1
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
November 8, 2016
|
|
10.16.2
|
|
|
Current Report on Form 8-K
(File No. 001-33071)
|
|
August 22, 2017
|
|
10.16.3
|
|
|
Annual Report on Form 10-K (File No. 001-33071)
|
|
March 19, 2018
|
|
10.16.4
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
March 26, 2019
|
|
10.16.5
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
November 19, 2019
|
|
10.17
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
June 7, 2019
|
10.17.1
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
June 7, 2019
|
|
10.17.2
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
June 7, 2019
|
|
10.18*
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
November 7, 2017
|
|
10.19*
|
|
|
Definitive Proxy Statement on Schedule 14A (File No. 001-33071)
|
|
April 28, 2014
|
|
10.20*
|
|
|
Current Report on Form 8‑K (File No. 001-33071)
|
|
June 21, 2010
|
|
10.20.1*
|
|
|
Annual Report on Form 10-K (File No. 001-33071)
|
|
March 21, 2007
|
|
10.20.2*
|
|
|
Annual Report on Form 10-K (File No. 001-33071)
|
|
March 21, 2007
|
|
10.20.3*
|
|
|
Annual Report on Form 10-K (File No. 001-33071)
|
|
March 21, 2007
|
|
10.20.4*
|
|
|
Annual Report on Form 10-K (File No. 001-33071)
|
|
March 21, 2007
|
|
10.20.5*
|
|
|
Annual Report on Form 10-K (File No. 001-33071)
|
|
March 13, 2009
|
|
10.20.6*
|
|
|
Annual Report on Form 10-K (File No. 001-33071)
|
|
March 13, 2009
|
|
10.20.7*
|
|
|
Annual Report on Form 10-K (File No. 001-33071)
|
|
March 13, 2009
|
|
10.20.8*
|
|
|
Quarterly Report on Form 10-Q (File No. 001-33071)
|
|
May 6, 2011
|
|
10.20.9*
|
|
|
Quarterly Report on Form 10-Q (File No. 001-33071)
|
|
May 7, 2013
|
|
10.21.0*
|
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
June 14, 2019
|
10.21.1*
|
|
|
Registration Statement on
Form S-8 (File No. 333-196675)
|
|
June 11, 2014
|
|
10.21.2*
|
|
|
Registration Statement on
Form S-8 (File No. 333-196675)
|
|
June 11, 2014
|
|
10.21.3*
|
|
|
Registration Statement on
Form S-8 (File No. 333-196675)
|
|
June 11, 2014
|
|
10.21.4*
|
|
|
Registration Statement on
Form S-8 (File No. 333-196675)
|
|
June 11, 2014
|
|
10.21.5
|
|
|
Registration Statement on
Form S-8 (File No. 333-196675)
|
|
June 11, 2014
|
|
10.21.6
|
|
|
Registration Statement on
Form S-8 (File No. 333-196675)
|
|
June 11, 2014
|
|
10.21.7*
|
|
|
Current Report on Form 8-K
(File No. 001-33071)
|
|
March 23, 2015
|
|
10.21.8*
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
August 8, 2016
|
|
10.21.9*
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
August 8, 2016
|
|
10.22*
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
November 6, 2015
|
|
10.22.1*
|
|
|
Quarterly Report on Form 10-Q
(File No. 001-33071)
|
|
November 6, 2015
|
|
10.23
|
|
|
Current Report on Form 8-K
(File No. 001-33071) |
|
February 21, 2020
|
|
21.1
|
|
|
Annual Report on Form 10-K (File No. 001-33071)
|
|
March 19, 2018
|
|
23.1
|
†
|
|
|
|
|
31.1
|
†
|
|
|
|
|
|
31.2
|
†
|
|
|
|
|
|
32.1
|
‡
|
|
|
|
|
|
32.2
|
‡
|
|
|
|
|
|
101.INS
|
†
|
XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
|
101.SCH
|
†
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
†
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF
|
†
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
101.LAB
|
†
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE
|
†
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
104
|
|
The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in Inline XBRL
|
|
|
|
|
•
|
the designation of the series;
|
•
|
the number of shares of the series, which our board of directors may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);
|
•
|
whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
|
•
|
the dates at which dividends, if any, will be payable;
|
•
|
the redemption rights and price or prices, if any, for shares of the series;
|
•
|
the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
|
•
|
the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;
|
•
|
whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
|
•
|
restrictions on the issuance of shares of the same series or of any other class or series; and
|
•
|
the voting rights, if any, of the holders of the series.
|
•
|
prior to the date of the transaction, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not for determining the outstanding voting stock owned by the interested stockholder, (1) voting stock owned by persons who are directors and also officers, and (2) voting stock owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
at or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
|
•
|
Board of directors vacancies. Our certificate of incorporation and our bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by our board of directors. These provisions prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.
|
•
|
Election and Removal of Directors. Our certificate of incorporation and our bylaws provide that our board is classified into three classes of directors. Our certificate of incorporation does not provide for cumulative voting. In addition, directors may be removed from office by our stockholders only for cause. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of directors.
|
•
|
Stockholder action; special meeting of stockholders. Our certificate of incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock is not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws. Our certificate of incorporation and our bylaws further provide that special meetings of our stockholders may be called only by a majority of our board of directors, the Chairperson of the Board of Directors, our Chief Executive Officer or our President (in the absence of a Chief Executive Officer), thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.
|
•
|
Advance notice requirements for stockholder proposals and director nominations. Our bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
|
•
|
Amendment of charter provisions. Any amendment of the above provisions in our certificate of incorporation would require approval by a majority of our board of directors and the holders of at least 66 2/3% of our then outstanding voting securities.
|
•
|
Issuance of undesignated preferred stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 10 million shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.
|
(1)
|
Registration Statement (Form S-3 No. 333-228862) of eHealth, Inc.,
|
(2)
|
Registration Statements (Forms S-8 No. 333-232252 and No. 333-196675) pertaining to the 2014 Equity Incentive Plan,
|
(3)
|
Registration Statements (Forms S-8 No. 333-181252 and No. 333-163269) pertaining to the 2006 Equity Incentive Plan, and
|
(4)
|
Registration Statement (Form S-8 No. 333-137999) pertaining to the 2006 Equity Incentive Plan, 2005 Stock Plan and 1998 Stock Plan of eHealth, Inc., and 2004 Stock Plan of eHealth China;
|
1.
|
I have reviewed this Annual Report on Form 10-K of eHealth, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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March 2, 2020
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/s/ SCOTT N. FLANDERS
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|
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Scott N. Flanders
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|
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of eHealth, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 2, 2020
|
|
/s/ DEREK N. YUNG
|
|
|
|
Derek N. Yung
|
|
|
|
Chief Financial Officer
|
(1)
|
The Form 10-K, to which this certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of eHealth, Inc.
|
/s/ SCOTT N. FLANDERS
|
Scott N. Flanders
|
Chief Executive Officer
|
March 2, 2020
|
(1)
|
The Form 10-K, to which this certification is attached as Exhibit 32.2, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of eHealth, Inc.
|
/s/ DEREK N. YUNG
|
Derek N. Yung
|
Chief Financial Officer
|
March 2, 2020
|