10-Q 1 ehth-20120930x10q.htm 10-Q d8262b5c7aa4471

 

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

 

 

 

FORM 10-Q

 

þ     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the quarterly period ended September 30, 2012 

 

OR 

 

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the transition period from                 to 

 

001-33071 

(Commission File Number)  

_____________________________________________ 

EHEALTH, INC. 

(Exact name of registrant as specified in its charter) 

_____________________________________________

 

 

 

 

 

 

 

Delaware 

(State or other jurisdiction of 

incorporation or organization)

 

56-2357876 

(I.R.S Employer  

Identification No)

440 EAST MIDDLEFIELD ROAD 

MOUNTAIN VIEW,  CALIFORNIA 94043 

 (Address of principal executive offices) 

 

(650) 584-2700 

(Registrant’s telephone number, including area code) 

 

Not Applicable 

(Former name, former address and former fiscal year, if changed since last report) 

____________________________________________________________ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨ 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES x NO ¨ 

 

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

 

 

 

 

 

Large accelerated filer         ¨

 

Accelerated filer                  x

Non-accelerated filer          ¨

 

Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES ¨ NO x 

 

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of October  31, 2012 was 20,251,748 shares 

 

  

 

 

 

 


 

EHEALTH, INC. FORM 10-Q 

TABLE OF CONTENTS

 

 

 

 

 

 

PART I FINANCIAL INFORMATION

PAGE

 

 

 

Item 1.

Financial Statements (unaudited)

1

 

Condensed Consolidated Balance Sheets at December 31, 2011 and September 30, 2012

1

 

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2011 and 2012

2

 

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2012

3

 

Notes to Condensed Consolidated Financial Statements

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

33

Item 4.

Controls and Procedures

34

 

 

 

 

PART II OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

35

Item 1A.

Risk Factors

36

Item 6.

Exhibits

61

 

Signatures

62

 

  

 

 

 

 


 

PART I 

FINANCIAL INFORMATION 

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

 

EHEALTH, INC. 

CONDENSED CONSOLIDATED BALANCE SHEETS 

(In thousands)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

September 30, 2012

 

 

 

 

Assets

 

 

(unaudited)

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

123,607 

 

$

130,800 

 

 

Accounts receivable

 

8,055 

 

 

3,256 

 

 

Deferred income taxes

 

4,622 

 

 

4,306 

 

 

Prepaid expenses and other current assets

 

3,377 

 

 

5,078 

 

 

Total current assets

 

139,661 

 

 

143,440 

 

 

Property and equipment, net

 

4,631 

 

 

6,131 

 

 

Deferred income taxes

 

3,390 

 

 

3,735 

 

 

Other assets

 

5,641 

 

 

8,848 

 

 

Intangible assets, net

 

10,526 

 

 

9,265 

 

 

Goodwill

 

14,096 

 

 

14,096 

 

 

Total assets

$

177,945 

 

$

185,515 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

2,391 

 

$

4,571 

 

 

Accrued compensation and benefits

 

7,904 

 

 

8,819 

 

 

Accrued marketing expenses

 

6,195 

 

 

3,864 

 

 

Deferred revenue

 

314 

 

 

704 

 

 

Other current liabilities

 

1,547 

 

 

1,864 

 

 

Total current liabilities

 

18,351 

 

 

19,822 

 

 

Non-current liabilities

 

3,920 

 

 

4,117 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

26 

 

 

27 

 

 

Additional paid-in capital

 

215,364 

 

 

225,070 

 

 

Treasury stock, at cost

 

(81,557)

 

 

(89,998)

 

 

Retained earnings

 

21,661 

 

 

26,296 

 

 

Accumulated other comprehensive income

 

180 

 

 

181 

 

 

Total stockholders’ equity

 

155,674 

 

 

161,576 

 

 

Total liabilities and stockholders’ equity

$

177,945 

 

$

185,515 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

  

1 

 


 

 

 

EHEALTH, INC. 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 

(In thousands, except per share amounts, unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

Commission

$

28,206 

 

$

31,291 

 

$

89,045 

 

$

93,358 

Other

 

6,581 

 

 

6,295 

 

 

19,483 

 

 

16,810 

Total revenue

 

34,787 

 

 

37,586 

 

 

108,528 

 

 

110,168 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

1,781 

 

 

1,099 

 

 

6,987 

 

 

3,538 

Marketing and advertising

 

13,826 

 

 

13,988 

 

 

38,403 

 

 

39,142 

Customer care and enrollment

 

6,245 

 

 

8,823 

 

 

16,265 

 

 

21,152 

Technology and content

 

5,548 

 

 

5,503 

 

 

16,433 

 

 

16,018 

General and administrative

 

6,917 

 

 

6,744 

 

 

20,299 

 

 

19,938 

Amortization of intangible assets

 

427 

 

 

354 

 

 

1,281 

 

 

1,261 

Total operating costs and expenses

 

34,744 

 

 

36,511 

 

 

99,668 

 

 

101,049 

Income from operations

 

43 

 

 

1,075 

 

 

8,860 

 

 

9,119 

Other income (expense), net

 

(21)

 

 

 

 

(61)

 

 

41 

Income before provision for income taxes

 

22 

 

 

1,079 

 

 

8,799 

 

 

9,160 

Provision for income taxes

 

271 

 

 

874 

 

 

4,335 

 

 

4,525 

Net income (loss)

$

(249)

 

$

205 

 

$

4,464 

 

$

4,635 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

(0.01)

 

$

0.01 

 

$

0.21 

 

$

0.24 

Diluted

$

(0.01)

 

$

0.01 

 

$

0.20 

 

$

0.23 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares used in per share amounts:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

21,054 

 

 

19,970 

 

 

21,264 

 

 

19,711 

Diluted

 

21,054 

 

 

20,750 

 

 

21,974 

 

 

20,563 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(249)

 

$

205 

 

$

4,464 

 

$

4,635 

Foreign currency translation adjustment

 

(9)

 

 

 

 

(24)

 

 

Comprehensive income (loss)

$

(258)

 

$

208 

 

$

4,440 

 

$

4,636 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

  

 

2 

 


 

 

 

EHEALTH, INC. 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(In thousands, unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

2011

 

2012

 

 

 

 

Operating activities

 

 

 

 

 

Net income

$

4,464 

 

$

4,635 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Deferred income taxes

 

3,696 

 

 

2,373 

Depreciation and amortization

 

1,799 

 

 

1,740 

Amortization of book-of-business consideration

 

366 

 

 

1,990 

Amortization of intangible assets

 

1,281 

 

 

1,261 

Stock-based compensation expense

 

5,622 

 

 

4,326 

Excess tax benefits from stock-based compensation

 

(2,734)

 

 

(2,358)

Deferred rent

 

 

 

50 

Loss on disposal of fixed assets

 

38 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

7,698 

 

 

4,799 

Prepaid expenses and other current assets

 

1,876 

 

 

1,708 

Other assets

 

(494)

 

 

(2,364)

Accounts payable

 

(1,654)

 

 

2,180 

Accrued compensation and benefits

 

455 

 

 

913 

Accrued marketing expenses

 

691 

 

 

(2,332)

Deferred revenue

 

(1,632)

 

 

390 

Other current liabilities

 

(1,475)

 

 

341 

Net cash provided by operating activities

 

20,004 

 

 

19,653 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Purchases of property and equipment

 

(1,932)

 

 

(3,128)

Consideration paid in connection with book-of-business transfers

 

(3,906)

 

 

(6,243)

Net cash used in investing activities

 

(5,838)

 

 

(9,371)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Net proceeds from exercise of common stock options

 

184 

 

 

4,014 

Cash used to net-share settle equity awards

 

(548)

 

 

(991)

Excess tax benefits from stock-based compensation

 

2,734 

 

 

2,358 

Repurchase of common stock

 

(18,033)

 

 

(8,441)

Principal payments in connection with capital leases

 

(46)

 

 

(31)

Net cash used in financing activities

 

(15,709)

 

 

(3,091)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(30)

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(1,573)

 

 

7,193 

Cash and cash equivalents at beginning of period

 

128,074 

 

 

123,607 

Cash and cash equivalents at end of period

$

126,501 

 

$

130,800 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

  

 

 

3 

 


 

Table of Contents 

EHEALTH, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCONTINUED 

 

 

 

 

Note 1 - Summary of Business and Significant Accounting Policies

 

 

Description of BusinesseHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is the leading online source of health insurance for individuals, families and small businesses in the United States. Through our website addresses (www.eHealth.com,  www.eHealthInsurance.com,  www.eHealthMedicare.com and www.PlanPrescriber.com), consumers can get quotes from leading health insurance carriers, compare plans side-by-side, and apply for and purchase individual and family, Medicare-related, small business and ancillary health insurance plans. We actively market the availability of Medicare-related insurance plans and offer Medicare plan comparison tools and educational materials for Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans.  Our ecommerce technology also enables us to deliver consumers’ health insurance applications electronically to health insurance carriers. As a result, we simplify and streamline the complex and traditionally paper-intensive health insurance sales and purchasing process. We are licensed to market and sell health insurance in all 50 states and the District of Columbia. 

  

Basis of Presentation—The accompanying condensed consolidated balance sheet as of September 30, 2012, the condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2011 and 2012 and the condensed consolidated statements of cash flows for the nine months ended September  30, 2011 and 2012, respectively, are unaudited. The condensed consolidated balance sheet data as of December 31, 2011 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the Securities and Exchange Commission on March 15, 2012. The accompanying statements should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K.  

 

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2011, and include all adjustments necessary for the fair presentation of eHealth’s statement of financial position as of September 30, 2012, its results of operations for the three and nine months ended September 30, 2011 and 2012 and its cash flows for the nine months ended September 30, 2011 and 2012. All adjustments are of a normal recurring nature. The results for the three months ended September 30, 2012 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2012.   

 

Seasonality—The number of individual and family health insurance applications submitted through our ecommerce platform has generally increased in our first quarter compared to our fourth quarter and in our third quarter compared to our second quarter. Conversely, we have generally experienced a decline or flattening of individual and family submitted applications in our second quarter compared to our first quarter and in our fourth quarter compared to our third quarter. Since a significant portion of our marketing and advertising expenses are driven by the number of health insurance applications submitted on our ecommerce platform, those expenses are influenced by these patterns. The reasons for these seasonal patterns are not entirely clear.  

 

The vast majority of Medicare plans are sold in the fourth quarter of each year during the Medicare annual enrollment period, when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. As a result, we generate a significant amount of Medicare plan-related revenue in the fourth quarter of the year. Additionally, we recognize a majority of our renewal Medicare Advantage and Medicare Part D prescription drug plan commission revenue in the first quarter of each year as the majority of policies sold during the annual enrollment period typically renew on January 1 of each year. 

 

In the third quarters of 2011 and 2012, we significantly increased our temporary customer care center staff in preparation for the Medicare annual enrollment period. We employ our temporary customer care center staff until the end of the Medicare annual enrollment period in December. As a result, our customer care center staffing costs are significantly higher in the third and fourth quarters compared to the first and second quarters. We also incur significantly greater

4 

 


 

Table of Contents 

EHEALTH, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCONTINUED 

 

 

Medicare plan-related online advertising expenses during the third and fourth quarters compared to the first and second quarters. Because the majority of our Medicare plan-related revenue is not generated until the fourth quarter, our temporary customer care center staffing costs and Medicare-related online advertising expenses incurred in the third quarters of 2011 and 2012 had a significant negative impact on our profitability during the third quarters of 2011 and 2012. We expect this seasonal trend to occur in future years.  

 

Based on these seasonal trends, we expect our revenue to be highest in the first and fourth quarters of the year and we expect our profitability to be relatively higher in the first and fourth quarters and substantially lower in the third quarter of the year.  

 

Book-of-Business TransfersWe  have entered into several agreements with a broker partner, whereby the partner has transferred certain of its existing Medicare plan members to us as the broker of record on the underlying policies. The first of these transfers occurred in November 2010 and the most recent in June 2012. Total consideration for these transfers amounted to $13.9 million,  of which $6.2  million is related to transfers during the nine months ended September 30, 2012. Consideration for these transfers is included in “Prepaid expenses and other current assets and also in “Other assets in the accompanying condensed consolidated balance sheets. The consideration, which was based on the discounted commissions expected to be received over the remaining life of each transferred Medicare plan member, is being amortized to “Cost of revenue in the condensed consolidated statements of comprehensive income (loss) and is presented as “Amortization of book-of-business consideration” in the condensed consolidated statements of cash flows as we recognize commission revenue related to the transferred Medicare plan members, over a period of up to five years. The amount of consideration we amortize to cost of revenue each quarter is proportional to the amount of commission revenue we recognize on the underlying policies each quarter. Amortization expense recorded to cost of revenue for these books-of-business for the three months ended September 30, 2011 and 2012 totaled $0.1 million and  $0.6 million, respectively. Amortization expense recorded to cost of revenue for these books-of-business for the nine months ended September 30, 2011 and 2012 totaled $0.4 million and $2.0 million, respectively. Cash consideration paid in connection with the book-of-business transfers are presented under investing activities in the condensed consolidated statements of cash flows. 

Recent Contractual Obligations—In August 2012, we extended our existing lease for office space in Gold River, California, for an additional two years expiring on December 31, 2014. Rent payments will total $0.9 million in both 2013 and 2014. 

In May 2012, we entered into an agreement to lease office space in South Jordan, Utah. The term of the operating lease is 65 months and commences in August 2012. The lease significantly increases our office space for our customer care and enrollment activities and replaces an expiring operating lease for office space at another location in South Jordan, Utah. Rent payments begin in January 2013 and total approximately $0.5 million per year through December 2017.    

In March 2012, we entered into an agreement to lease a building to be constructed in Mountain View, California, adjacent to our headquarters office. The term of the operating lease is ten years from the date the building is delivered to us and the base rent is approximately $0.6 million for the first year of the lease. The base rent increases annually by 3%. Future minimum payments related to this operating lease are estimated to total $6.8 million over the ten-year term of the lease plus our proportionate share of certain operating expenses, insurance costs and taxes for each calendar year during the lease, but may differ depending on actual rentable square footage. Lease payments are expected to begin in the second or third quarter of 2013, although the actual commencement of lease payments will depend upon the date of completion and delivery of the newly constructed building. 

 

Upon signing the Mountain View, California lease agreement, we entered into a financial guarantee consisting of a standby letter of credit for $0.6 million, which may be reduced in increments of 25% of the original amount thereof on the first, second and third anniversaries of the commencement date, subject to our compliance with the applicable conditions to such reductions set forth in the lease.  

 

In March 2012, we entered into a service agreement with a vendor to support our customer care center telephonic system and equipment. Service obligations related to this agreement total $0.7 million over the three-year term of the agreement.   

 

Recent Accounting PronouncementsIn June 2011, the FASB issued authoritative guidance related to the presentation of comprehensive income. The guidance requires that all non-owner changes in stockholders’ equity be

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Table of Contents 

EHEALTH, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCONTINUED 

 

 

presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. This guidance is effective for interim and annual periods beginning after December 15, 2011. The new guidance is to be applied retrospectively. We adopted the guidance beginning in the first quarter of 2012 and the adoption of this guidance did not have a material impact on our consolidated financial results. 

 

In July 2012, the FASB updated the accounting guidance related to testing indefinite-lived intangible assets for impairment. This update permits an entity to first make a qualitative assessment of whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. This update is effective for annual and interim impairment tests performed in fiscal years beginning after September 15, 2012 (our fiscal year 2013); however, early adoption is permitted, provided that the entity has not yet performed its annual impairment test or issued its financial statements. We do not expect the adoption of this accounting guidance to have an impact on our consolidated financial results. 

 

  

 

Note 2  – Cash, Cash Equivalents and Accounts Receivable 

 

Cash and Cash EquivalentsAs of December 31, 2011 and September 30,  2012, our cash equivalents consisted of money market accounts that invested 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. At December 31, 2011 and September 30,  2012, our cash equivalents carried no unrealized gains or losses and we did not realize any significant gains or losses on sales of cash equivalents during the three and nine months ended September 30, 2011 and 2012.   

 

As of December 31, 2011 and September 30, 2012, our cash and cash equivalent balances were invested as follows (in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

September 30, 2012

 

 

 

 

 

 

Cash

$

17,256 

 

$

17,441 

Money market funds

 

106,351 

 

 

113,359 

Total cash and cash equivalents

$

123,607 

 

$

130,800 

 

We used observable prices in active markets in determining the classification of our money market funds as Level 1. 

 

Accounts ReceivableAs of December 31, 2011 and September 30, 2012, our accounts receivable consisted of the following (in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

September 30, 2012

 

 

 

 

 

 

Accounts receivable - from other revenues

$

7,702 

 

$

1,862 

Commissions receivable

 

353 

 

 

1,394 

Total accounts receivable

$

8,055 

 

$

3,256 

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Table of Contents 

EHEALTH, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCONTINUED 

 

 

  

 

 

 

 

Note 3 – Stockholders’ Equity

 

Stock PlansThe following table summarizes option activity under our 2006 Equity Incentive Plan, 1998 Stock Plan and 2005 Stock Plan (collectively, the “Stock Plans”) (in thousands, except per share amounts and weighted average remaining contractual life data): 

 

 

 

 

 

Shares Available for Grant (1)

Shares available for grant December 31, 2011

3,870 

Additional shares authorized (2)

795 

Options granted

(731)

Restricted stock units granted

(203)

Options cancelled

280 

Restricted stock units cancelled

75 

Shares available for grant September 30, 2012

4,086 

 

(1)

Shares available for grant exclude treasury stock of 5.9 million shares and 6.5 million shares at December 31, 2011 and September 30,  2012, respectively, that could be granted if we determined to do so. 

 

(2)

On January 1, 2012, the number of shares authorized for issuance under the 2006 Equity Incentive Plan was automatically increased pursuant to the terms of the 2006 Equity Incentive Plan by 0.8 million shares.  

 

The following table summarizes stock option activity under the Stock Plans (in thousands, except per share amounts and weighted average remaining contractual life data): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Stock Options

 

Weighted Average Exercise Price

 

Weighted-Average Remaining Contractual Life (years)

 

Aggregate Intrinsic Value (1)

Balance outstanding at December 31, 2011

3,412 

 

$

11.36 

 

3.80 

 

$

17,078 

Granted

731 

 

$

16.86 

 

 

 

 

 

Exercised

(709)

 

$

5.67 

 

 

 

 

 

Cancelled

(280)

 

$

18.58 

 

 

 

 

 

Balance outstanding at September 30, 2012

3,154 

 

$

13.27 

 

3.98 

 

$

18,787 

Vested and expected to vest at September 30, 2012

3,055 

 

$

13.17 

 

3.90 

 

$

18,536 

Exercisable at September 30, 2012

2,056 

 

$

11.79 

 

2.89 

 

$

15,767 

 

(1)

The aggregate intrinsic value is calculated as the difference between eHealth’s closing stock price as of December 31, 2011 and September 30, 2012 and the exercise price of in-the-money options as of those dates. 

The total grant date fair value of stock options vested during the three months ended September 30, 2011 and 2012 was $0.9 million and $0.5 million, respectively. The total grant date fair value of stock options vested during the nine months ended September 30, 2011 and 2012 was $3.8  million and $1.9 million, respectively.

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EHEALTH, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCONTINUED 

 

 

 

 

The following table summarizes restricted stock unit activity under the Stock Plans (in thousands, except weighted average remaining contractual life data): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number Outstanding

 

Weighted-Average Remaining Contractual Life (years)

 

Aggregate Intrinsic Value (1)

Balance outstanding as of December 31, 2011

474 

 

1.92 

 

$

6,958 

Granted

203 

 

 

 

 

 

Vested

(235)

 

 

 

 

 

Cancelled

(75)

 

 

 

 

 

Balance outstanding as of September 30, 2012

367 

 

2.36 

 

$

6,890 
(1)

The aggregate intrinsic value is calculated as eHealth’s closing stock price as of December 31, 2011 and September 30, 2012 multiplied by the number of restricted stock units outstanding as of December 31, 2011 and September 30, 2012, respectively.  

 

The fair value of the restricted stock units is based on eHealth’s stock price on the date of grant, and compensation expense is recognized on a straight-line basis over the vesting period. The total grant date fair value of restricted stock units vested during the nine months ended September 30, 2011 and 2012 was $1.7 million and $3.7 million, respectively. 

Stock Repurchase Programs—On September 10, 2012, we announced that our board of directors approved a stock repurchase program authorizing us to purchase up to an additional $30.0 million of our common stock. Purchases under this program may be made in the open market or unsolicited negotiated transactions and are expected to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing of the purchases and the exact number of shares to be purchased will depend upon market conditions. The program does not require us to acquire a specific number of shares, and the program may be suspended from time to time or discontinued at any time. The cost of the repurchased shares will be funded from available working capital. 

For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. 

Stock repurchase activity under our stock repurchase programs during the nine months ended September 30, 2012 is summarized as follows (dollars in thousands, except share and per share amounts): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Number of Shares Purchased

 

Average Price Paid per Share (2)

 

Amount of Repurchase

Cumulative balance at December 31, 2011 (1)

5,797,806 

 

$

14.07 

 

$

81,557 

Repurchases of common stock

554,284 

 

$

15.23 

 

 

8,441 

Cumulative balance at September 30, 2012 (1)

6,352,090 

 

$

14.17 

 

$

89,998 
(1)

Cumulative balances at December 31, 2011 and September 30, 2012 consist of shares repurchased in connection with our stock repurchase programs announced on July 27, 2010 and June 14, 2011, as well as a previous stock repurchase plan announced in 2008.  

(2)  Average price paid per share includes commissions. 

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Table of Contents 

EHEALTH, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCONTINUED 

 

 

In addition to the 6.4 million shares repurchased under our repurchase programs as of September 30, 2012, we have in treasury 0.2 million shares that were previously surrendered by employees to satisfy tax withholdings due in connection with the vesting of certain restricted stock units. As of December 31, 2011 and September 30, 2012, we had a total of 5.9 million shares and 6.5 million shares, respectively, held in treasury. 

Stock-Based Compensation—The fair value of stock options granted to employees for the three and nine months ended September 30, 2011 and 2012 was estimated using the following weighted average assumptions: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2011

 

2012

 

2011

 

2012

 

 

(1)

 

 

 

 

 

 

 

 

 

Expected term

 

N/A

 

 

4.6 years

 

 

4.6 years

 

 

4.7 years

Expected volatility

 

N/A

 

 

43.3% 

 

 

49.0% 

 

 

44.3% 

Expected dividend yield

 

N/A

 

 

0% 

 

 

0% 

 

 

0% 

Risk-free interest rate

 

N/A

 

 

0.61% 

 

 

2.02% 

 

 

0.90% 

Weighted-average fair value

$

N/A

 

$

6.46 

 

$

5.34 

 

$

6.41 

 

(1)

There were no stock options granted to employees during the three months ended September 30, 2011.   

The following table summarizes stock-based compensation expense recorded during the three and nine months ended September 30, 2011 and 2012 (in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

Common stock options

$

845 

 

$

717 

 

$

2,893 

 

$

2,076 

Restricted stock units

 

979 

 

 

622 

 

 

2,729 

 

 

2,250 

Total stock-based compensation expense

$

1,824 

 

$

1,339 

 

$

5,622 

 

$

4,326 

The following table summarizes stock-based compensation expense by operating function for the three and nine months ended September 30, 2011 and 2012 (in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

Marketing and advertising

$

252 

 

$

330 

 

$

774 

 

$

932 

Customer care and enrollment

 

83 

 

 

90 

 

 

264 

 

 

243 

Technology and content

 

411 

 

 

233 

 

 

1,336 

 

 

783 

General and administrative

 

1,078 

 

 

686 

 

 

3,248 

 

 

2,368 

Total stock-based compensation expense

$

1,824 

 

$

1,339 

 

$

5,622 

 

$

4,326 

 

  

 

 

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Table of Contents 

EHEALTH, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCONTINUED 

 

 

 

 

 

 

 

 

Note 4 – Income Taxes

 

The following table summarizes our provision for income taxes and our effective tax rates for the three and nine months ended September 30, 2011 and 2012 (provision for income taxes is in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

$

22 

 

$

1,079 

 

$

8,799 

 

$

9,160 

Provision for income taxes

$

271 

 

$

874 

 

$

4,335 

 

$

4,525 

Effective tax rate

 

1,231.8% 

 

 

81.0% 

 

 

49.3% 

 

 

49.4% 

 

Our effective tax rates in the three and nine months ended September 30, 2011 and 2012 were higher than statutory federal and state tax rates due primarily to non-deductable lobbying expenses and tax shortfalls related to share-based payments.  

 

During the nine months ended September 30, 2011 and 2012, we utilized excess federal and state tax benefits related to share-based payments, which resulted in increases of $2.7 million and $2.4  million, respectively, in “Additional paid-in capital in the condensed consolidated balance sheets. These amounts are also classified in the condensed consolidated statements of cash flows as both a reduction to operating cash flows and as a financing cash inflow. 

   

  

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EHEALTH, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCONTINUED 

 

 

 

 

  

 

Note 5 – Net Income (Loss) Per Share

 

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period (excluding shares subject to repurchase). Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and common equivalent shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all potential dilutive common stock, including options, restricted stock and restricted stock units. The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method.  

 

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share amounts):  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2011

 

2012

 

2011

 

2012

Basic:

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

Net income allocated to common stock

$

(249)

 

$

205 

 

$

4,464 

 

$

4,635 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common stock shares

 

25,683 

 

 

19,970 

 

 

25,642 

 

 

20,276 

Weighted average number of common stock shares held in treasury

 

(4,629)

 

 

 -

 

 

(4,378)

 

 

(565)

Net weighted average number of common stock shares outstanding

 

21,054 

 

 

19,970 

 

 

21,264 

 

 

19,711 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share—basic:

$

(0.01)

 

$

0.01 

 

$

0.21 

 

$

0.24 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) allocated to common stock

$

(249)

 

$

205 

 

$

4,464 

 

$

4,635 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

Net weighted average number of common stock shares outstanding

 

21,054 

 

 

19,970 

 

 

21,264 

 

 

19,711 

Weighted average number of options

 

 -

 

 

703 

 

 

680 

 

 

750 

Weighted average number of restricted stock units

 

 -

 

 

77 

 

 

30 

 

 

102 

Total common stock shares used in per share calculation

 

21,054 

 

 

20,750 

 

 

21,974 

 

 

20,563 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share—diluted:

$

(0.01)

 

$

0.01 

 

$

0.20 

 

$

0.23 

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Table of Contents 

EHEALTH, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCONTINUED 

 

 

 

For each of the three and nine months ended September 30, 2011 and 2012, we had securities outstanding that could potentially dilute earnings per share, but the shares from the assumed conversion or exercise of these securities were excluded in the computation of diluted net income (loss) per share as their effect would have been anti-dilutive. The number of outstanding weighted average anti-dilutive shares that were excluded from the computation of diluted net income (loss) per share consisted of the following (in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

Common stock options

3,565 

 

1,484 

 

1,909 

 

1,327 

Restricted stock units

538 

 

 -

 

156 

 

 -

Total

4,103 

 

1,484 

 

2,065 

 

1,327 

 

  

 

 

 

Note 6  Geographic Information and Significant Customers

 

Geographic InformationAs of December 31, 2011 and September 30,  2012, our long-lived assets consisted primarily of property and equipment, goodwill and other indefinite-lived intangible assets and finite-lived intangible assets. Our long-lived assets are attributed to the geographic location in which they are located. Long-lived assets by geographical area were as follows (in thousands):  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

As of

 

December 31, 2011

 

September 30, 2012

 

 

 

 

 

 

United States

$

34,469 

 

$

38,054 

China

 

425 

 

 

286 

Total

$

34,894 

 

$

38,340 

 

Significant Customers—Substantially all revenue for the three and nine months ended September 30, 2011 and 2012 was generated from customers located in the United States. Carriers representing 10% or more of our total revenue in the three and nine months ended September 30, 2011 and 2012 are presented in the table below: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

Humana

9% 

 

19% 

 

6% 

 

16% 

WellPoint (1)

11% 

 

13% 

 

12% 

 

13% 

UnitedHealthcare (2)

13% 

 

12% 

 

14% 

 

13% 

 

 

 

 

 

 

 

 

 

(1)

Wellpoint includes other carriers owned by Wellpoint. 

(2)

UnitedHealthcare includes other carriers owned by UnitedHealthcare. 

Commission revenue attributable to major medical individual and family health insurance plans was approximately 86% and 79% of our commission revenue in the three months ended September 30, 2011 and 2012, respectively. Commission revenue attributable to major medical individual and family health insurance plans was approximately 88% and

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Table of Contents 

EHEALTH, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCONTINUED 

 

 

78% of our commission revenue in the nine months ended September 30, 2011 and 2012, respectively. We define our individual and family plan offerings as major medical individual and family health insurance plans, which do not include Medicare-related health insurance plan offerings or other ancillary products such as small business, short-term, stand-alone dental, life and student insurance plan offerings. 

 

As of December 31, 2011, one customer represented 73% of our $8.1 million outstanding accounts receivable balance. As of September 30, 2012, two customers represented 37% and 14%, respectively, for a combined total of 51%  of our $3.3 million outstanding accounts receivable balance. No other customers represented 10% or more of our total accounts receivable at December 31, 2011 and September 30, 2012. We believe the potential for collection issues with any of our customers is minimal as of September 30, 2012.  

  

 

 

 

 

 

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ITEM 2.

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

 

 

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, among other things, statements regarding our expectations relating to revenue, sources of revenue, profitability, cost of revenue, seasonality, marketing and advertising expenses, customer care and enrollment employees and expenses, technology and content expenses, general and administrative expenses, tax rates and cash outlay for taxes; our future commission rate structure; our intention to perform services for substantially all Medicare leads as a health insurance agent; the seasonality of our business; our potential for collection issues; the timing and amount of our future lease obligations; the impact of health care reform laws on the health insurance industry and on our business; our plans and expectations relating to our Medicare business and factors impacting its success; impact of medical loss ratio regulations and commission rate changes; our expectations and projections relating to membership and commission rates; the timing and source of our Medicare-related revenue; estimates relating to critical accounting policies and related impact on our financial statements; the sufficiency of our cash and cash equivalents; future capital requirements; our projections relating to future revenue growth and earnings per share; our future competitors; expansion into new business areas and additional geographic regions; our need for additional regulatory licenses and approvals; as well as other statements regarding our future operations, financial condition, prospects and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A of this report and those discussed in our other Securities and Exchange Commission filings. The following discussion should be read in conjunction with our Annual Report on Form 10-K as filed with the Securities and Exchange Commission in March 2012, and the audited consolidated financial statements and related notes contained therein. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. 

 

Overview 

We are the leading online source of health insurance for individuals, families and small businesses. Through our website addresses (www.eHealth.com,  www.eHealthInsurance.com,  www.eHealthMedicare.com and www.PlanPrescriber.com), consumers can get quotes from leading health insurance carriers, compare plans side-by-side, and apply for and purchase individual and family, Medicare-related, small business and ancillary health insurance plans. Our ecommerce technology also enables us to deliver consumers’ health insurance applications electronically to health insurance carriers.  As a result, we simplify and streamline the complex and traditionally paper-intensive health insurance sales and purchasing process.  

We have invested heavily in technology and content related to our ecommerce platform. We have also invested significant time and resources in obtaining licenses to sell health insurance in all 50 states and the District of Columbia, developing diverse member acquisition programs, obtaining necessary regulatory approvals of our websites and establishing relationships and appointments with over 180 leading insurance carriers, enabling us to offer thousands of health insurance plans online. Our ecommerce platforms can be accessed directly through our website as well as through our network of marketing partners. 

We generate revenue primarily from commissions we receive from health insurance carriers whose health insurance policies are purchased through our ecommerce platform. Commission revenue represented 83% and 85% of total revenue in the three and nine months ended September 30,  2012, respectively, and represented 81%  and 82% of total revenue in the three and nine months ended September 30, 2011. The commission payments we receive for individual and family, small business and ancillary health insurance policies are typically a percentage of the premium on the health insurance policy that we sold and are typically made to us on a monthly basis for as long as the policy remains active with us.  

We actively market the availability of Medicare-related health insurance plans through our and our subsidiary’s online Medicare plan platforms (www.eHealthMedicare.com and www.PlanPrescriber.com). Our Medicare plan platforms enable consumers to research and compare Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. Commission payments we receive for Medicare Advantage and Medicare Part D prescription drug plans sold by us are typically fixed and are earned over a period of up to six years, or longer depending on the carrier arrangement, and are paid to us either monthly or annually. Medicare commissions we receive are included in commission revenue. 

14 

 


 

As a result of our commission structure, much of our revenue for a given financial reporting period relates to health insurance plans that we sold prior to the beginning of the period and is recurring in nature. Additionally, health insurance pricing, which is set by the health insurance carrier and approved by regulators, is not subject to negotiation or discounting by health insurance carriers or our competitors. 

In March 2010, the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act were signed into law. These health care reform laws contain provisions that have and will continue to change the health insurance industry in substantial ways.  Among several other provisions, they include a mandate requiring individuals to be insured or face tax penalties; a mandate that certain employers offer their employees group health insurance coverage or face tax penalties; a requirement that persons 26 years of age and younger be able to stay on a parent’s health insurance plan; prohibitions against insurance companies using pre-existing health conditions as a reason to deny an application for health insurance; establishment of state and/or federal health insurance exchanges to facilitate access to, and the purchase of, health insurance; subsidies and cost-sharing credits to make health insurance more affordable for those below certain income levels; minimum requirements for benefits offered under health insurance plans; and medical loss ratio requirements that require each health insurance carrier to spend a certain percentage of their premium revenue on reimbursement for clinical services and activities that improve health care quality and, if they do not, to provide rebates to policyholders. While many aspects of health care reform do not become effective until 2014, health insurance carriers have been required to maintain medical loss ratios of eighty percent in their individual and family health insurance business since the beginning of 2011. The implementation of the medical loss ratio requirements by insurance carriers has resulted in a reduction in the commission rates that we are paid as a result of our selling individual and family health insurance plans. These commission rate changes began to impact our individual and family health insurance plan commission-based revenue in 2011. Beginning in 2014, health insurance carriers offering coverage in the individual or small group health insurance market must ensure that such coverage includes certain minimum health benefits. Individuals are required to hold plans providing minimum essential coverage to meet the mandate for health insurance and avoid a tax penalty. While these minimum benefits have yet to be fully defined by regulation, the Patient Protection and Affordable Care Act lists certain benefits and services as a minimum threshold for coverage, and the Department of Health and Human Services is to define the essential health benefit package so that the scope of benefits is equivalent to that of a typical employer provided health insurance plan. Many of the individual and small group health insurance plans we have sold may not cover all of the minimum essential benefits. Although the impact of the various other provisions of the health care reform laws remains unclear, we continue to prepare for these changes that are expected to become effective in 2014.  

We derive revenue from our online sponsorship and advertising program that allows carriers to purchase advertising space in specific markets in a sponsorship area on our website. In return, we are typically paid a monthly fee and a performance-based fee based on metrics such as submitted health insurance applications. We also offer Medicare advertising services, which allow Medicare plan carriers to purchase advertising on a separate website developed, hosted and maintained by us. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue over the service period. 

We derive revenue from licensing the use of our health insurance ecommerce technology. Our technology platform enables health insurance carriers and agents to market and distribute health insurance plans online. We have licensed our ecommerce technology for use by government agencies.  

We also derive revenue from referral fees paid to us based on leads generated by our online platforms that are delivered and sold to third parties. In early  2012 we began directly servicing most of the Medicare leads we generated as a health insurance agent, while significantly reducing the number of Medicare leads we sold to third parties.  To the extent that we assist in the sale of Medicare-related insurance plans as a health insurance agent, we generate revenue from commissions we receive from health insurance carriers, rather than one-time referral fees we receive for the sale of Medicare leads. 

 

Sources of Revenue  

 

Commission Revenue  

 

We generate revenue primarily from commissions we receive from health insurance carriers whose health insurance policies are purchased through us. Commissions for individual and family, small business and ancillary health insurance policies sold by us generally represent a percentage of the insurance premium and, to a much lesser extent, commission override payments that insurance carriers pay us for achieving sales volume thresholds or other objectives. Commission rates vary by carrier and by the type of plan purchased by a member. Commission rates can vary based upon the amount of time that the policy has been active, with commission rates for individual and family plans typically being higher in the first

15 

 


 

twelve months of the policy. After the first twelve months, commission rates generally decline significantly. As a result, if we do not add a sufficient number of members on new policies, our revenue growth will be negatively impacted. Individuals, families and small businesses purchasing health insurance through us typically pay their premiums on a monthly basis. Insurance carriers typically pay commissions to us on these policies monthly, after they receive the premium payment from the member. We generally continue to receive the commission payment from the relevant insurance carrier until the health insurance policy is cancelled or we otherwise do not remain the agent on the policy. As a result, the majority of our commission revenue is recurring in nature. 

 

Our individual and family health insurance plan commission revenue was adversely impacted in 2011 due to the reduction in the commission rates that we are paid on new policies sold subsequent to the implementation of the medical loss ratio requirements beginning in 2011 as a result of health care reform legislation. Commission rate changes due to the implementation of the medical loss ratio requirements applied prospectively to applicable commissions earned on or after January 1, 2011 and the majority of the changes applied only to commissions earned on new individual and family plan members approved in 2011 and thereafter. We define a member as an individual covered by an insurance plan, including individual and family, Medicare-related, small business and ancillary plans, for which we are entitled to receive compensation. For the majority of individual and family plan members that were approved prior to the effective date of the commission rate changes, we are being paid commissions at the rates in effect prior to the changes. As a result, the adverse impact to our overall individual and family health insurance commission rate structure is phasing in as the number of members approved after the commission rate changes becomes a greater proportion of our individual and family plan membership. Although we expect our overall individual and family health insurance commission rate structure to stabilize by early 2013, our actual future individual and family commission rate structure will depend on the total number of our individual and family plan members, the mix between individual and family plan members approved prior to the commission rate changes and those approved after the changes, any future changes to commission rates and the mix of new approved members by state, health insurance carrier and type of health plan, among other factors. Additionally, other programs that health insurance carriers have supported, such as commission overrides and our sponsorship and advertising programs, have also been reduced as carriers look to reduce costs to comply with the new medical loss ratio requirements.  

 

We generally recognize individual and family, small business and ancillary health insurance plan revenue when commissions are reported to us by a health insurance carrier, net of an estimate for future forfeiture amounts payable to carriers due to policy cancellations. Commissions are reported to us by a cash payment and commission statement.  We generally receive these communications simultaneously. In instances when we receive the cash payment and commission statement separately and in different accounting periods, we recognize revenue in the period that we receive the earliest communication, provided we receive the second corroborating communication shortly after the end of the accounting period. If the second corroborating communication is not received shortly after the end of the accounting period, we recognize revenue in the period the second communication is received. We use the data in the commission statements to help identify the members for which we are receiving a commission payment and the amount received for each member, and to estimate forfeitures payable to carriers. As a result, we recognize the net amount of compensation earned as the agent in the transaction. Commission override revenue, which we recognize on the same basis as premium commissions, is generally reported to us in a more irregular pattern than premium commissions. As a result, our revenue for a particular quarter could be higher or lower than expectations due to the timing of the reporting of commission override revenue to us.  

Commission revenue attributable to major medical individual and family health insurance plans was 79% and 78% of commission revenue in the three and nine months ended September 30, 2012, respectively, compared to 86% and 88% in the three and nine months ended September 30, 2011, respectively. The decline in the three and nine months ended September 30, 2012 was due primarily to an increase in commission revenue attributable to Medicare-related insurance plans and to a decrease in individual and family health insurance plans commission revenue as a result of a decrease in commission rates we are paid on those plans. Major medical individual and family health insurance plans do not include small business or Medicare-related health insurance plan offerings and do not include other ancillary products such as stand-alone dental, life, vision and short-term insurance plan offerings. 

We actively market the availability of Medicare-related insurance plans through our online Medicare plan platforms (www.eHealthMedicare.com and www.PlanPrescriber.com). These platforms enable consumers to research and compare Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. We offer online application and telephonic enrollment capabilities for certain Medicare plans. To the extent that we assist in the sale of Medicare-related insurance plans as a health insurance agent, through either online applications or telephonically, we generate revenue from commissions we receive from health insurance carriers. The commission payments we receive for Medicare Supplement plans are typically a percentage of the premium on the policy that we sold and are paid to us on a monthly basis for as long as a policy remains active with us. For both Medicare Advantage and

16 

 


 

Medicare Part D prescription drug plans, we receive a fixed, annual commission from insurance carriers after the policy is approved by the carrier and either a fixed, monthly commission beginning with and subsequent to the second policy year for a Medicare Advantage policy or a fixed, annual commission beginning with and subsequent to the second policy year for a Medicare Part D prescription drug policy. We may earn commission revenue for both Medicare Advantage and Medicare Part D prescription drug plans typically for a period of up to six years, or longer depending on the carrier arrangement, provided that the policy remains active with us. 

We recognize commission revenue for both Medicare Advantage and Medicare Part D prescription drug plans for the entire policy year once the annual or first monthly commission amount for the policy year is reported to us by the carrier, net of an estimate for future forfeiture amounts due to policy cancellations. For commissions paid to us on a monthly basis, we record a receivable for the commission amounts to be received over the remainder of the policy year, net of an estimate for commission amounts not expected to be collected due to policy cancellations, which is included in “Accounts receivable in the accompanying condensed consolidated balance sheets.  We continue to receive the commission payments from the relevant insurance carrier until the earlier of our being notified that the health insurance policy has been cancelled, our no longer remaining the agent on the policy, or our commission term with the carrier expires, typically up to six years from the effective date of the policy. We determine that there is persuasive evidence of an arrangement when we have a commission agreement with a health insurance carrier. Our services are complete when a carrier has approved an application in the initial year and when a member has renewed in a renewal year. The seller’s price is fixed or determinable and collectibility is reasonably assured when a carrier has approved an application and the carrier reports to us the annual or first monthly renewal commission amount for each policy year. 

We expect to recognize a majority of our first year Medicare Advantage and Medicare Part D prescription drug plan commission revenue in the fourth quarter of each year as a result of the Medicare annual enrollment period, which occurs in the fourth quarter of each year. Additionally, we recognize a majority of our renewal Medicare Advantage and Medicare Part D prescription drug plan commission revenue in the first quarter of each year as the majority of policies sold during the annual enrollment period typically renew on January 1 of each year.     

 

We expect commission revenue to increase in absolute dollars in 2012 compared to 2011, primarily as a result of an increase in Medicare-related commission revenue. 

 

Other Revenue  

 

In addition to the commission revenue we derive from the sale of health insurance plans, we derive other revenue from our online sponsorship and advertising program, from licensing the use of our ecommerce technology and from generating and delivering leads, primarily for Medicare plans. 

Online Sponsorship and Advertising.     We derive revenue from our online sponsorship and advertising program that allows carriers to purchase advertising space in specific markets in a sponsorship area on our website. In return, we are typically paid a monthly fee and a performance-based fee based on metrics such as submitted health insurance applications. We also offer advertising services for our Medicare plan carriers to purchase advertising on a separate website developed, hosted and maintained by us. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue over the service period. 

Technology Licensing.     We derive revenue from licensing the use of our health insurance ecommerce technology. Our technology platform enables health insurance carriers and agents to market and distribute health insurance plans online.  In our technology licensing business, we are paid implementation fees and performance-based fees that are based on metrics such as submitted health insurance applications. Typically, we are paid a one-time implementation fee commencing once the technology is available for use by the third party. In addition, we generate revenue based on performance criteria that are either measured based on data tracked by us, or based on data tracked by the third party. In instances where the performance criteria data are tracked by us, we recognize revenue in the period of performance. In instances where the performance criteria data are tracked by the third party, we recognize revenue when the amounts earned are fixed or determinable and collection is reasonably assured. Typically, this occurs through our receipt of a cash payment from the third party along with a detailed statement containing the data that is tracked by the third party. 

 Medicare Lead Referral.   Our online Medicare plan platforms (www.eHealthMedicare.com and www.PlanPrescriber.com) enable consumers to research and compare Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. The Medicare-related revenue we have generated includes referral fees paid to us based on Medicare leads generated by our online platforms that are delivered and sold to third parties. The majority of our lead referral revenue has been generated during the Medicare annual enrollment

17 

 


 

period, which occurs during the fourth quarter of the calendar year. In the second quarter of 2012, we  began to perform services for substantially all Medicare leads ourselves as a health insurance agent, for which we are entitled to receive commissions. As a result, our Medicare lead referral revenue has declined substantially. In the future, we intend to continue to perform services for substantially all Medicare leads ourselves as a health insurance agent. 

We expect other revenue to decline in absolute dollars in 2012 compared to 2011 due primarily to a  decrease in Medicare lead referral revenue as a result of our strategic decision to directly service most of the Medicare leads we generate as a health insurance agent, while significantly reducing the number of Medicare leads we sell to third parties. As a result of this decision, we expect Medicare-related commission revenue to increase in 2012. We expect the decline in Medicare lead referral revenue to be partially offset by an increase in online sponsorship and advertising revenue.  

 

Member Acquisition  

 

An important factor in our revenue growth is the growth of our member base. Our marketing initiatives are an important component of our strategy to grow our member base and are focused on three primary member acquisition channels: direct, marketing partners and online advertising. Our marketing initiatives are primarily designed to encourage consumers to complete an application for health insurance. In addition, we may refer Medicare-eligible individuals to third parties who may assist them in enrolling in a Medicare plan. Our marketing channels are as follows: 

 

Direct.    Our direct member acquisition channel consists of consumers who access our website addresses (www.eHealth.com, www.eHealthInsurance.com, www.eHealthMedicare.com and www.PlanPrescriber.com) either directly or through algorithmic natural search listings on Internet search engines and directories. For the three months ended September  30, 2011 and 2012, applications submitted through us for individual and family health insurance from our direct channel constituted 44% and 48%, respectively, of all individual and family health insurance applications submitted on our website. For the nine months ended September  30, 2011 and 2012, applications submitted through us for individual and family health insurance from our direct channel constituted 44% and 46%, respectively, of all individual and family health insurance applications submitted on our website. 

 

Marketing Partners.    Our marketing partner member acquisition channel consists of consumers who access our websites through a network of affiliate partners and financial services and other companies. Growth in our marketing partner channel depends upon our expanding marketing programs with existing partners and adding new partners to our network.  For the three months ended September 30,  2011 and 2012, applications submitted through us for individual and family health insurance plans from our marketing partner member acquisition channel constituted approximately 33% and 31%, respectively, of all individual and family health insurance applications submitted on our website. For the nine months ended September 30, 2011 and 2012, applications submitted through us for individual and family health insurance plans from our marketing partner member acquisition channel constituted approximately 32% and 32%, respectively, of all individual and family health insurance applications submitted on our website. 

 

Online Advertising.    Our online advertising member acquisition channel consists of consumers who access our websites through paid keyword search advertising from search engines such as Google, Bing and Yahoo!, as well as various Internet marketing programs such as banner advertising and email marketing. For the three months ended September 30, 2011 and 2012, applications submitted through us for individual and family health insurance plans from our online advertising channel constituted approximately 23% and 20%, respectively, of all individual and family health insurance applications submitted on our website. For the nine months ended September 30, 2011 and 2012, applications submitted through us for individual and family health insurance plans from our online advertising channel constituted approximately 24% and 22%, respectively, of all individual and family health insurance applications submitted on our website. 

 

In addition to our marketing channels, we have acquired individual and family as well as Medicare members through transactions with broker partners, whereby these brokers have transferred certain of their existing individual and family plan and Medicare plan members to us as the broker of record on the underlying policies. 

 

Operating Costs and Expenses  

 

Cost of Revenue  

 

Included in cost of revenue are payments related to health insurance policies sold to members who were referred to our website by marketing partners with whom we have revenue-sharing arrangements. In order to enter into a revenue-sharing

18 

 


 

arrangement, marketing partners must be licensed to sell health insurance in the state where the policy is sold. Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized.  

 

In the three and nine months ended September 30, 2011, cost of revenue also included direct labor and other direct costs incurred in connection with a contract with the federal government, the term of which expired in January 2012. 

 

Additionally, cost of revenue includes the amortization of consideration we paid to certain broker partners in connection with the transfer of their health insurance members to us as the new broker of record on the underlying policies. These transfers include primarily Medicare plan members. Total consideration paid in connection with these transfers amounted to $6.2 million during the nine months ended September 30, 2012. Consideration for all book-of-business transfers is being amortized to cost of revenue as we recognize commission revenue related to the transferred members over a period of up to five years for each arrangement. 

 

We expect cost of revenue to decrease in absolute dollars in 2012 compared to 2011 due to a decrease in direct labor and other direct costs incurred in connection with the expiration of a contract with the federal government in January 2012, partially offset by an increase in amortization of the consideration we paid in connection with the transfer of certain Medicare members to us from a partner. 

 

Marketing and Advertising  

 

Marketing and advertising expenses consist primarily of member acquisition expenses associated with our direct, marketing partner and online advertising member acquisition channels, in addition to compensation and other expenses related to marketing, business development, partner management, public relations and carrier relations personnel who support our offerings. Our direct channel expenses primarily consist of costs for e-mail marketing and may also include costs for television advertising, radio advertising, print advertising, direct mail and email marketing. 

 

Our marketing partner channel expenses consist primarily of fees paid to marketing partners with which we have a relationship. We compensate a significant number of our marketing partners by paying a fee each time a consumer referral from a partner results in a submitted health insurance application, regardless of whether the consumer’s application is approved by the health insurance carrier. Many of our marketing partners have tiered arrangements in which the amount of the fee increases as the volume of submitted applications we receive from the marketing partner increases over a particular period. We recognize these expenditures in the period when a marketing partner’s referral results in the submission of a health insurance application. The number of individual and family health insurance applications submitted through our ecommerce platform has generally increased in our first quarter compared to our fourth quarter and in our third quarter compared to our second quarter. Conversely, we have generally experienced a decline or flattening in individual and family submitted applications in our second quarter compared to our first quarter and in our fourth quarter compared to our third quarter.  Since a significant portion of our marketing and advertising expenses are driven by the number of health insurance applications submitted on our website, those expenses are influenced by these patterns. In addition, because the total volume of submitted applications that we receive from our marketing partners is largely outside of our control, particularly during any short-term period, and because of our tiered marketing partner arrangements, we could incur expenses in excess of, or below, the amounts we had planned in periods of rapid change in the volume of submitted applications from marketing partner referrals. An unanticipated increase in submitted applications resulting from marketing partner referrals could cause our net income to be lower than our expectation, since the revenue to be derived from submitted applications that are approved by health insurance carriers will not be recognized until future periods. 

  

Paid keyword search advertising on search engines represents the majority of expenses in our online advertising channel. We incur expenses associated with search engine advertising in the period in which the consumer clicks on the advertisement.  Similar to our marketing partner channel, expenses in our online advertising channel will increase or decrease in relation to any increase or decrease in consumers referred to our website as a result of search engine advertising.  For example, due to the substantial increase in the number of consumers referred to our website from paid keyword search advertising during the Medicare annual enrollment period in the fourth quarter of 2011, we experienced a significant increase in online advertising expenses during the fourth quarter of 2011 compared to other quarters in 2011. We also increased our discretionary spending for Medicare plan-related online advertising in the third and fourth quarters of 2011, compared to first and second quarters, in conjunction with the Medicare annual enrollment period in the fourth quarter of 2011. Because the majority of our Medicare plan-related revenue is not generated until the fourth quarter, our discretionary online advertising expenses had a negative impact on our profitability during the third quarter of 2011. We expect these seasonal patterns to occur again in 2012.  

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We expect our marketing and advertising expenses to increase in absolute dollars in 2012 compared to 2011 due to an increase in our Medicare-related online marketing and advertising expenditures during 2012, including paid keyword search advertising. 

  

Customer Care and Enrollment  

Customer care and enrollment expenses primarily consist of compensation and benefits costs for personnel engaged in pre-sales assistance to applicants who call our customer care center and for enrollment personnel who assist applicants during the underwriting process. In the third quarters of 2011 and 2012, we hired, trained and obtained health insurance licenses and health insurance carrier appointments for additional employees in our customer care centers to service the increase in the volume of Medicare leads we received in the fourth quarter as a result of the Medicare annual enrollment period. Many of these additional customer care center employees were temporary and their employment will end at or near the conclusion of the Medicare annual enrollment period in December. As a result of our temporary customer care center staffing requirements, we expect our customer care and enrollment costs to be higher in the third and fourth quarters of each year compared to the first and second quarters. Because the majority of our Medicare plan-related revenue is not generated until the fourth quarter, our temporary customer care center staffing costs incurred in the third quarters of both 2011 and 2012 had a significant negative impact on our profitability during those quarters.  We have experienced these seasonal trends during first three quarters of 2012 and we expect they will continue in the fourth quarter of 2012 and in future years.   

We expect customer care and enrollment expenses to increase in absolute dollars and as a percentage of total revenue in 2012 compared to 2011 as a result of additional personnel we expect to hire to service the expected increase in the volume of Medicare demand in 2012 and due to an increase in expenditures to develop and expand our Medicare plan sales capabilities. 

 

Technology and Content  

 

Technology and content expenses consist primarily of compensation and benefits costs for personnel associated with developing and enhancing our website technology as well as maintaining our website. A majority of our technology and content group is located at our wholly-owned subsidiary in China, where technology development costs are generally lower than in the United States.  

 

We expect technology and content expenses to remain relatively flat in absolute dollars in 2012 compared to 2011. 

 

General and Administrative  

 

General and administrative expenses include compensation and benefits costs for staff working in our executive, finance, corporate development, investor relations, government affairs, legal, human resources, internal audit, facilities and internal information technology departments. These expenses also include fees paid for outside professional services, including audit, tax, legal, government affairs and information technology fees.  

 

We expect our general and administrative expenses to remain relatively flat in absolute dollars and to decline as a percentage of total revenue in 2012 compared to 2011 due primarily to an increase in total revenue while general and administrative expenses remain relatively flat. 

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Summary of Selected Metrics 

 

The following table shows certain selected quarterly metrics as of September 30, 2011 and 2012 and for the three months ended September 30, 2011 and 2012: 

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Metrics:

Three Months Ended September 30, 2011

 

Three Months Ended September 30, 2012

 

 

 

 

 

Operating cash flows (1)

$

5,413,000 

 

$

6,928,000 

 

 

 

 

 

 

IFP submitted applications (2)

 

114,800 

 

 

120,100 

 

 

 

 

 

 

IFP approved members (3)

 

95,400 

 

 

99,500 

Total approved members (4)

 

140,300 

 

 

174,500 

 

 

 

 

 

 

Commission revenue (5)

$

28,206,000 

 

$

31,291,000 

Commission revenue per estimated member for the period (6)

$

34.94 

 

$

34.70 

 

 

 

 

 

 

Total revenue (7)

$

34,787,000 

 

$

37,586,000 

Total revenue per estimated member for the period (8)

$

43.09 

 

$

41.68 

 

 

 

 

 

 

 

As of

 

As of

 

September 30, 2011

 

September 30, 2012

 

 

 

 

 

 

IFP estimated membership (9)

 

683,400 

 

 

698,600 

Total estimated membership (10)

 

810,400 

 

 

926,600 

 

 

 

 

 

 

 

Three Months Ended September 30, 2011

 

Three Months Ended September 30, 2012

 

 

 

 

 

 

Marketing and advertising expenses (11)

$

13,826,000 

 

$

13,988,000 

Marketing and advertising expenses as a percentage of total revenue (12)

 

40% 

 

 

37% 

 

 

 

 

 

 

Other Metrics:

 

 

 

 

 

 

 

 

 

 

 

Source of IFP submitted applications (as a percentage of total IFP applications for the period):

 

 

 

 

 

Direct (13)

 

44% 

 

 

48% 

Marketing partners (14)

 

33% 

 

 

32% 

Online advertising (15)

 

23% 

 

 

20% 

Total

 

100% 

 

 

100% 

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Notes: 

 

 

 

(1)

Net cash provided by operating activities for the period from the condensed consolidated statements of cash flows.

(2)

IFP applications submitted on eHealth’s website during the period. Applications are counted as submitted when the applicant completes the application, provides a method for payment and clicks the submit button on our website and submits the application to us. The applicant generally has additional actions to take before the application will be reviewed by the insurance carrier, such as providing additional information and providing an electronic signature. In addition, an applicant may submit more than one application. We include applications for IFP plans for which we receive commissions as well as other forms of payment. We define our “IFP” offerings as major medical individual and family health insurance plans, which does not include small business, short-term, stand-alone dental, life, student or Medicare-related health insurance plans.

(3)

New IFP members reported to eHealth as approved during the period. Some members that are approved by a carrier do not accept the approval and therefore do not become paying members.

(4)

New members for all plans, including Medicare plans, reported to eHealth as approved during the period. Some members that are approved by a carrier do not accept the approval and therefore do not become paying members.

(5)

Commission revenue (from all sources) recognized during the period from the condensed consolidated statements of comprehensive income (loss).

(6)

Calculated as commission revenue recognized during the period (see note (5) above) divided by average estimated membership for the period (calculated as beginning and ending estimated membership for all plans for the period, divided by two).

(7)

Total revenue (from all sources) recognized during the period from the condensed consolidated statements of comprehensive income (loss).

(8)

Calculated as total revenue recognized during the period (see note (7) above) divided by average estimated membership for the period (calculated as beginning and ending estimated membership for all plans for the period, divided by two).

(9)

Estimated number of members active on IFP insurance policies as of the date indicated.

(10)

Estimated number of members active on all insurance policies, including Medicare policies, as of the date indicated.

(11)

Marketing and advertising expenses for the period from the condensed consolidated statements of comprehensive income (loss).

(12)

Calculated as marketing and advertising expenses for the period (see note (11) above) divided by total revenue for the period (see note (7) above).

(13)

Percentage of IFP submitted applications from applicants who came directly to the eHealth website through algorithmic search engine results or otherwise. See note (2) above for further information as to what constitutes a submitted application.

(14)

Percentage of IFP submitted applications from applicants sourced through eHealth’s network of marketing partners. See note (2) above for further information as to what constitutes a submitted application.

(15)

Percentage of IFP submitted applications from applicants sourced through paid search and other online advertising activities. See note (2) above for further information as to what constitutes a submitted application.

 

Our insurance carrier partners bill and collect insurance premiums paid by our members. Carrier partners do not report to us the number of members that we have as of a given date. The majority of our members who terminate their policies do so by discontinuing their premium payments to the carrier and do not inform us of the cancellation. Also, some of our members pay their premiums less frequently than monthly. Given the number of months required to observe non-payment of commissions in order to confirm cancellations, we estimate the number of members who are active on insurance policies as of a specified date. We estimate the number of continuing members on all policies other than small business insurance policies as of a specific date by taking the sum of (i) the number of members for whom we have received or applied a commission payment for the month that is six months (or three months in the case of Medicare, short-term, student and dental insurance) prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over, as applicable, the three-month or six-month period); and (ii) the number of approved members over the six-month period (or three months in the case of Medicare, short-term, student and dental insurance) prior to the date of estimation (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). We estimate the number of small business group members using the number of initial members at the time the group is approved, and we update this number for changes in membership if such changes are reported to us by the group or carrier in the period it is reported. However, groups generally notify the carrier directly of policy cancellations and increases or decreases in group size without informing us. Additionally, our carrier partners often do not communicate this information to us. We often are made aware of policy cancellations at the time of annual renewal and update our membership statistics accordingly in the period they are reported. 

After we have estimated membership for a period, we may receive information from health insurance carriers that would have impacted the estimate if we had received the information prior to the date of estimation. We may receive commission payments or other information that indicates that a member who was not included in our estimates for a prior period was in fact an active member at that time, or that a member who was included in our estimates was in fact not an

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active member of ours. For instance, we reconcile information carriers provide to us and may determine that we were not historically paid commissions owed to us, which would cause us to have underestimated our membership. Conversely, carriers may require us to return commission payments paid in a prior period due to policy cancellations for members we previously estimated as being active. We reflect updated information regarding our membership in the membership estimate for the current period that we are estimating, if applicable. As a result of the delay in our receipt of information from insurance carriers, actual trends in our membership are most discernable over periods longer than from one quarter to the next. In addition, and as a result of the delay we experience in receiving information about our membership, it is difficult for us to determine with any certainty the impact of current economic and other conditions on our membership retention.  

Critical Accounting Policies and Estimates  

 

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, requires us to make judgments, assumptions, and estimates that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenue and expenses that are not readily apparent from other sources. To the extent there are material differences between our estimates and the actual results, our future consolidated results of operations may be affected. 

 

An accounting policy is considered to be critical if the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the effect of the estimates and assumptions on financial condition or operating performance. The accounting policies we believe to reflect our more significant estimates, judgments and assumptions and are most critical to understanding and evaluating our reported financial results are as follows:   

 

"

Revenue Recognition; 

"

Stock-Based Compensation;   

"

Goodwill and Intangible Assets; and 

"

Accounting for Income Taxes. 

During the nine months ended September 30, 2012, there were no significant changes to our critical accounting policies and estimates. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2011, for a complete discussion of our critical accounting policies and estimates. 

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Results of Operations  

 

The following table sets forth our operating results and the related percentage of total revenues for the three and nine months ended September 30, 2011 and 2012 (dollars in thousands):  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2011

 

2012

 

2011

 

2012

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commission

$

28,206 

 

81 

%

$

31,291 

 

83 

%

$

89,045 

 

82 

%

$

93,358 

 

85 

%

Other

 

6,581 

 

19 

 

 

6,295 

 

17 

 

 

19,483 

 

18 

 

 

16,810 

 

15 

 

Total revenue

 

34,787 

 

100 

 

 

37,586 

 

100 

 

 

108,528 

 

100 

 

 

110,168 

 

100 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

1,781 

 

 

 

1,099 

 

 

 

6,987 

 

 

 

3,538 

 

 

Marketing and advertising

 

13,826 

 

40 

 

 

13,988 

 

37 

 

 

38,403 

 

35 

 

 

39,142 

 

36 

 

Customer care and enrollment

 

6,245 

 

18 

 

 

8,823 

 

23 

 

 

16,265 

 

15 

 

 

21,152 

 

19 

 

Technology and content

 

5,548 

 

16 

 

 

5,503 

 

15 

 

 

16,433 

 

15 

 

 

16,018 

 

15 

 

General and administrative

 

6,917 

 

20 

 

 

6,744 

 

18 

 

 

20,299 

 

19 

 

 

19,938 

 

18 

 

Amortization of intangible assets

 

427 

 

 

 

354 

 

 

 

1,281 

 

 

 

1,261 

 

 

Total operating costs and expenses

 

34,744 

 

100 

 

 

36,511 

 

97 

 

 

99,668 

 

92 

 

 

101,049 

 

92 

 

Income from operations

 

43 

 

 

 

1,075 

 

 

 

8,860 

 

 

 

9,119 

 

 

Interest and other income (expense), net

 

(21)

 

(0)

 

 

 

 

 

(61)

 

(0)

 

 

41 

 

 

Income before provision for income taxes

 

22 

 

 

 

1,079 

 

 

 

8,799 

 

 

 

9,160 

 

 

Provision for income taxes

 

271 

 

 

 

874 

 

 

 

4,335 

 

 

 

4,525 

 

 

Net income (loss)

$

(249)

 

(1)

%

$

205 

 

%

$

4,464 

 

%

$

4,635 

 

%

Operating costs and expenses include the following amounts of stock-based compensation expense (in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

Marketing and advertising

$

252 

 

$

330 

 

$

774 

 

$

932 

Customer care and enrollment

 

83 

 

 

90 

 

 

264 

 

 

243 

Technology and content

 

411 

 

 

233 

 

 

1,336 

 

 

784 

General and administrative

 

1,078 

 

 

686 

 

 

3,248 

 

 

2,367 

Total stock-based compensation expense

$

1,824 

 

$

1,339 

 

$

5,622 

 

$

4,326 

 

24 

 


 

 

Three and Nine Months Ended September  30, 2011 and 2012 

 

Revenue  

The following table presents our commission, other revenue and total revenue and the absolute dollar and percentage changes from the comparable prior year periods (dollars in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Change

 

Nine Months Ended September 30,

 

Change

 

2011

 

2012

 

$

 

%

 

2011

 

2012

 

$

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commission

$

28,206 

 

$

31,291 

 

$

3,085 

 

11% 

 

$

89,045 

 

$

93,358 

 

$

4,313 

 

5% 

Percentage of total revenue

 

81% 

 

 

83% 

 

 

 

 

 

 

 

82% 

 

 

85% 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

$

6,581 

 

$

6,295 

 

$

(286)

 

(4%)

 

$

19,483 

 

$

16,810 

 

$

(2,673)

 

(14%)

Percentage of total revenue

 

19% 

 

 

17% 

 

 

 

 

 

 

 

18% 

 

 

15% 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

$

34,787 

 

$

37,586 

 

$

2,799 

 

8% 

 

$

108,528 

 

$

110,168 

 

$

1,640 

 

2% 

 

Three Months Ended September 30, 2012 and 2011Commission revenue increased $3.1 million, or 11%, in the three months ended September 30,  2012 compared to the three months ended September 30,  2011,  due primarily to a  $2.2 million increase in Medicare-related commission revenue, which was driven by an increase in Medicare plans sold through us.  Additionally, commission revenue related to ancillary health insurance products, primarily dental, accident and vision health insurance increased substantially. 

  

Other revenue decreased $0.3 million, or 4%, in the three months ended September 30,  2012 compared to the three months ended September 30, 2011, due primarily to a $1.4 million decrease in revenue related to our government systems business and a $2.0 million decrease in Medicare-related health insurance product lead referral revenue. Our government systems business revenue was adversely impacted by the expiration of our technology licensing contract with the federal government in January 2012. The decrease in lead referral revenue was the result of our strategic decision to reduce the number of Medicare leads sold to third parties and to instead act as a health insurance agent to those leads. These decreases in other revenue were partially offset by  a  $3.1 million increase in online sponsorship and advertising revenue, primarily related to Medicare plan carriers. 

 

Nine Months Ended September 30, 2012 and 2011—Commission revenue increased $4.3 million, or 5%, in the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011,  due primarily to a  $8.4 million increase in Medicare-related commission revenue. Partially offsetting this increase was a $4.1 million decrease in non-Medicare commission revenue, primarily individual and family health insurance commission revenue, due to a reduction in the commission rates we are paid on individual and family health insurance policies as a result of the implementation of the medical loss ratio requirements by insurance carriers.  

 

Other revenue decreased $2.7 million, or 14%, in the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011, due primarily to a $5.5 million decrease in revenue related to our government systems business and a $4.2 million decrease in Medicare-related health insurance product lead referral revenue. Partially offsetting these decreases was a  $6.8 million increase in online sponsorship and advertising revenue, primarily related to Medicare plan carriers. 

 

25 

 


 

 

Operating Costs and  Expenses 

 

Cost of Revenue 

The following table presents our cost of revenue and the dollar and percentage change from the comparable prior year periods (dollars in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Change

 

Nine Months Ended September 30,

 

Change

 

2011

 

2012

 

$

 

%

 

2011

 

2012

 

$

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

$

1,781 

 

$

1,099 

 

$

(682)

 

(38%)

 

$

6,987 

 

$

3,538 

 

$

(3,449)

 

(49%)

Percentage of total revenue

 

5% 

 

 

3% 

 

 

 

 

 

 

 

6% 

 

 

3% 

 

 

 

 

 

 

Three Months Ended September 30, 2012 and 2011Cost of revenue decreased $0.7 million, or 38%, in the three months ended September 30,  2012 compared to the three months ended September 30,  2011,  due primarily to a decrease of $1.2 million in costs related to our technology licensing contract with the federal government,  which expired in January 2012, partially offset by an increase of $0.5 million  in amortization expense associated with the consideration paid in connection with several transactions in which we acquired broker of record status on a number of Medicare health insurance plans.   

 

Nine Months Ended September 30, 2012 and 2011Cost of revenue decreased $3.4 million, or 49%, in the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011,  due primarily to a decrease of $4.7 million in costs related to our technology licensing contract with the federal government and a $0.4 million decrease in revenue-sharing expenses with partners, partially offset by an increase of $2.4 million in amortization expense associated with the consideration paid in connection with several transactions in which we acquired broker of record status on a number of Medicare health insurance plans.  

 

Marketing and Advertising  

The following table presents our marketing and advertising expenses and the dollar and percentage change from the comparable prior year periods (dollars in thousands):  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Change

 

Nine Months Ended September 30,

 

Change

 

2011

 

2012

 

$

 

%

 

2011

 

2012

 

$

 

%

 

 

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