UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2021

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

For the transition period from to

Commission File Number: 001-33071

EHEALTH, INC.

(Exact name of registrant as specified in its charter)


Delaware						56-2357876
(State or other jurisdiction of incorporation or organization)						(I.R.S Employer Identification No)

2625 AUGUSTINE DRIVE, SECOND FLOOR

SANTA CLARA, CA 95054

(Address of principal executive offices)

(650) 584-2700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	EHTH	The Nasdaq Stock Market LLC

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 every Interactive Data File required to be submitted 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 such files). Yes x No ¨

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of ~~July 31,~~November 1, 2021 was ~~26,185,716~~26,388,112 shares.

EHEALTH, INC.

FORM 10-Q

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION	PAGE
Summary of Risk Factors		2
Item 1.	Financial Statements (unaudited)	23
	Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2021 and December 31, 2020	23
	Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	34
	Condensed Consolidated Statements of Stockholders' Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	56
	Condensed Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	67
	Notes to Condensed Consolidated Financial Statements	78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2628
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5053
Item 4.	Controls and Procedures	5154
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	5255
Item 1A.	Risk Factors	5255
Item 6.	Exhibits	7780
	Signatures	7881

Summary of Risk Factors

The following is a summary of the principal risks we face, any of which could adversely affect our business, operating results, financial condition or prospects:

•If our ability to enroll individuals during enrollment periods is impeded or if investments we make in enrollment periods do not result in the returns we expected when making those investments, our business, operating results and financial condition would be harmed.

•We may be unsuccessful in competing effectively against current and future competitors, including government-run health insurance exchanges.

•Our business may be harmed if we lose our relationship with health insurance carriers or our relationship with health insurance carriers is modified.

•Our financial results will be adversely impacted if our membership does not grow or if member retention does not improve and plan terminations do not decline.

•If we are not able to maintain and enhance our brand, our business and operating results will be harmed.

•The ongoing COVID-19 pandemic and public health crises, illness, epidemics or pandemics could adversely impact our business, operating results and financial condition.

•Our business may be harmed if we are not successful in executing on our strategic investments and initiatives, including our growth strategy and retention initiatives.

•The success of our customer care center operations depends upon our ability to timely hire, train, retain and ensure the productivity of our licensed health insurance agents.

•If we are not successful in cost-effectively converting visitors to our website and customers who call into our call centers into members for whom we receive commissions, our business and operating results would be harmed.

•We depend upon Internet search engines and social media platforms to attract a significant portion of the consumers who visit our website, and if we are unable to effectively advertise on search engines or social media platforms on a cost-effective basis, our business and operating results would be harmed.

•We rely significantly on marketing partners and our business and operating results would be harmed if we are unable to maintain effective relationships with our existing marketing partners or if we do not establish successful relationships with new marketing partners.

•Our future operating results are likely to fluctuate and could fall short of expectations.

•The marketing and sale of Medicare plans are subject to numerous, complex and frequently changing laws, regulations and guidelines, and non-compliance with or changes in laws, regulations and guidelines could harm our business, operating results and financial condition.

•Changes and developments in the health insurance industry or system as a result of health care reform could harm our business, operating results and financial condition.

•Our success in selling health insurance is dependent in part on the actions of federal and state governments. Changes in the laws and regulations governing the offer, sale and purchase of health insurance could harm our business and operating results.

•Our business is subject to security risks and, if we experience a successful cyberattack, a security breach or are otherwise unable to safeguard the confidentiality and integrity of the data we hold, including sensitive personal information, our business will be harmed. Our business is also subject to emerging privacy laws being passed at the state level that create unique compliance challenges.

•Our operating results will be impacted by factors that impact our estimate of the constrained lifetime value, or LTV, of commissions per approved member.

•Operating and growing our business may require additional capital, and if capital is not available to us, our business, operating results and financial condition may suffer.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EHEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, unaudited)


		June 30, 2021		December 31, 2020 *			September 30, 2021		December 31, 2020 *
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	229,260	$	43,759	Cash and cash equivalents	$	157,530	$	43,759
Short-term marketable securities	Short-term marketable securities	75,830		49,620		Short-term marketable securities	70,212		49,620
Accounts receivable	Accounts receivable	3,534		1,799		Accounts receivable	1,305		1,799
Contract assets – commissions receivable – current	Contract assets – commissions receivable – current	181,673		219,153		Contract assets – commissions receivable – current	194,197		219,153
Prepaid expenses and other current assets	Prepaid expenses and other current assets	11,594		16,661		Prepaid expenses and other current assets	36,653		16,661
Total current assets	Total current assets	501,891		330,992		Total current assets	459,897		330,992
Contract assets – commissions receivable – non-current	Contract assets – commissions receivable – non-current	573,949		573,252		Contract assets – commissions receivable – non-current	563,171		573,252
Property and equipment, net	Property and equipment, net	14,296		14,609		Property and equipment, net	13,795		14,609

Operating lease right-of-use assets	Operating lease right-of-use assets	39,996		42,558		Operating lease right-of-use assets	38,693		42,558
Restricted cash	Restricted cash	3,354		3,354		Restricted cash	3,354		3,354
Intangible assets, net	Intangible assets, net	8,273		8,569		Intangible assets, net	8,153		8,569
Goodwill	Goodwill	40,233		40,233		Goodwill	40,233		40,233
Other assets	Other assets	29,746		26,455		Other assets	32,307		26,455
Total assets	Total assets	$	1,211,738	$	1,040,022	Total assets	$	1,159,603	$	1,040,022
Liabilities, Series A preferred stock, and stockholders’ equity
Liabilities, convertible preferred stock, and stockholders’ equity						Liabilities, convertible preferred stock, and stockholders’ equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	15,423	$	36,921	Accounts payable	$	10,084	$	36,921
Accrued compensation and benefits	Accrued compensation and benefits	16,833		20,542		Accrued compensation and benefits	20,424		20,542
Accrued marketing expenses	Accrued marketing expenses	10,141		17,788		Accrued marketing expenses	11,263		17,788

Lease liabilities – current	Lease liabilities – current	5,443		5,192		Lease liabilities – current	5,570		5,192
Deferred revenue	Deferred revenue	1,363		308		Deferred revenue	10,547		308
Other current liabilities	Other current liabilities	3,806		3,657		Other current liabilities	4,546		3,657
Total current liabilities	Total current liabilities	53,009		84,408		Total current liabilities	62,434		84,408
Deferred income taxes – non-current	Deferred income taxes – non-current	64,925		72,317		Deferred income taxes – non-current	52,185		72,317
Lease liabilities – non-current	Lease liabilities – non-current	38,577		41,369		Lease liabilities – non-current	37,138		41,369
Other non-current liabilities	Other non-current liabilities	4,969		4,370		Other non-current liabilities	4,747		4,370
Total liabilities	Total liabilities	161,480		202,464		Total liabilities	156,504		202,464
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Series A convertible preferred stock		218,504		0
Convertible preferred stock						Convertible preferred stock	225,438		—
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Common stock	Common stock	38		38		Common stock	38		38
Additional paid-in capital	Additional paid-in capital	738,906		721,013		Additional paid-in capital	744,784		721,013
Treasury stock, at cost	Treasury stock, at cost	(199,998)		(199,998)		Treasury stock, at cost	(199,998)		(199,998)
Retained earnings	Retained earnings	292,467		316,155		Retained earnings	232,519		316,155
Accumulated other comprehensive income	Accumulated other comprehensive income	341		350		Accumulated other comprehensive income	318		350
Total stockholders’ equity	Total stockholders’ equity	831,754		837,558		Total stockholders’ equity	777,661		837,558
Total liabilities, Series A preferred stock, and stockholders’ equity		$	1,211,738	$	1,040,022
Total liabilities, convertible preferred stock, and stockholders’ equity						Total liabilities, convertible preferred stock, and stockholders’ equity	$	1,159,603	$	1,040,022

_______

*See Note 1 – Summary of Business and Significant Accounting Policies

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

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

(in thousands, except per share amounts, unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Revenue:
Commission $ 89,823 $ 80,773 $ 216,875 $ 180,442
Other 6,734 7,993 13,896 14,732
Total revenue 96,557 88,766 230,771 195,174
Operating costs and expenses:
Cost of revenue 246 540 1,242 1,678
Marketing and advertising 44,581 32,873 95,455 70,637
Customer care and enrollment 38,362 27,148 72,524 57,683
Technology and content 20,464 13,373 43,627 29,113
General and administrative 18,118 20,713 41,172 40,366
Amortization of intangible assets 119 373 295 920
Restructuring charges 0 0 2,431 0
Total operating costs and expenses 121,890 95,020 256,746 200,397
Loss from operations (25,333) (6,254) (25,975) (5,223)
Other income, net 172 452 322 825
Loss before benefit from income taxes (25,161) (5,802) (25,653) (4,398)
Benefit from income taxes (6,752) (2,432) (6,444) (4,480)
Net income (loss) (18,409) (3,370) (19,209) 82
Paid-in-kind dividends for preferred stock (3,082) 0 (3,082) 0
Change in preferred stock redemption value (1,397) 0 (1,397) 0
Net income (loss) attributable to common stockholders $ (22,888) $ (3,370) $ (23,688) $ 82

Net income (loss) per share attributable to common stockholders:
Basic $ (0.86) $ (0.13) $ (0.89) $ 0
Diluted $ (0.86) $ (0.13) $ (0.89) $ 0
Weighted-average number of shares used in per share amounts:
Basic 26,677 26,358 26,639 25,539
Diluted 26,677 26,358 26,639 26,758
Comprehensive income (loss):
Net income (loss) $ (18,409) $ (3,370) $ (19,209) $ 82
Unrealized holding gain (loss) for available for sales debt securities, net of tax (35) 143 (51) 168
Foreign currency translation adjustment 59 0 42 (31)
Comprehensive income (loss) $ (18,385) $ (3,227) $ (19,218) $ 219

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

~~EHEALTH, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~

~~(in thousands, unaudited)~~

Three Months Ended June 30, 2021
Common Stock Additional Paid-in
Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity
Shares Amount Shares Amount
Balance as of March 31, 2021 37,993 $ 38 $ 728,213 11,912 $ (199,998) $ 315,355 $ 317 $ 843,925
Issuance of common stock in connection with equity incentive plans 63 — 517 — — — — 517
Repurchase of shares to satisfy employee tax withholding obligations — — (870) 13 — — — (870)
Changes in convertible preferred stock — — — — — (4,479) — (4,479)
Issuance of common stock for employee stock purchase program 38 — 2,248 — — — — 2,248
Stock-based compensation — — 8,798 — — — — 8,798
Other comprehensive income, net of tax — — — — — — 24 24
Net loss — — — — — (18,409) — (18,409)
Balance as of June 30, 2021 38,094 $ 38 $ 738,906 11,925 $ (199,998) $ 292,467 $ 341 $ 831,754

Three Months Ended June 30, 2020
Common Stock Additional Paid-in
Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity
Shares Amount Shares Amount
Balance as of March 31, 2020 37,258 $ 37 $ 717,380 11,649 $ (199,998) $ 274,157 $ 110 $ 791,686
Issuance of common stock in connection with equity incentive plans 115 — 223 — — — — 223
Repurchase of shares to satisfy employee tax withholding obligations — — (3,785) 49 — — — (3,785)
Stock-based compensation — — 7,158 — — — — 7,158
Other comprehensive income, net of tax — — — — — — 143 143
Net loss — $ — $ — — $ — $ (3,370) $ — $ (3,370)
Balance as of June 30, 2020 37,373 $ 37 $ 720,976 11,698 $ (199,998) $ 270,787 $ 253 $ 792,055


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue:
Commission	$	59,191	$	73,544	$	276,066	$	253,986
Other	4,723		20,740		18,619		35,472
Total revenue	63,914		94,284		294,685		289,458
Operating costs and expenses:
Cost of revenue	(25)		482		1,217		2,160
Marketing and advertising	43,317		33,405		138,772		104,042
Customer care and enrollment	48,956		43,342		121,480		101,025
Technology and content	20,369		17,673		63,996		46,786
General and administrative	16,640		19,942		57,812		60,308
Amortization of intangible assets	121		287		416		1,207

Restructuring and reorganization charges	573		—		3,004		—

Total operating costs and expenses	129,951		115,131		386,697		315,528
Loss from operations	(66,037)		(20,847)		(92,012)		(26,070)
Other income (expense), net	189		(101)		511		724
Loss before benefit from income taxes	(65,848)		(20,948)		(91,501)		(25,346)
Benefit from income taxes	(12,834)		(6,443)		(19,278)		(10,923)
Net loss	(53,014)		(14,505)		(72,223)		(14,423)

Paid-in-kind dividends for preferred stock	(4,561)		—		(7,643)		—
Change in preferred stock redemption value	(2,373)		—		(3,770)		—

Net loss attributable to common stockholders	$	(59,948)	$	(14,505)	$	(83,636)	$	(14,423)

Net loss per share attributable to common stockholders:
Basic	$	(2.24)	$	(0.55)	$	(3.13)	$	(0.56)
Diluted	$	(2.24)	$	(0.55)	$	(3.13)	$	(0.56)
Weighted-average number of shares used in per share amounts:
Basic and diluted	26,786		26,487		26,688		25,838

Comprehensive loss:
Net loss	$	(53,014)	$	(14,505)	$	(72,223)	$	(14,423)
Unrealized holding gain (loss) for available for sales debt securities, net of tax	3		(97)		(48)		71
Foreign currency translation adjustment	(26)		104		16		73
Comprehensive loss	$	(53,037)	$	(14,498)	$	(72,255)	$	(14,279)

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

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, unaudited)


Six Months Ended June 30, 2021
Three Months Ended September 30, 2021																									Three Months Ended September 30, 2021
		Common Stock			Additional Paid-in Capital				Treasury Stock						Retained Earnings			Accumulated Other Comprehensive Income				Total Stockholders’ Equity				Common Stock					Additional Paid-in Capital				Treasury Stock					Retained Earnings			Accumulated Other Comprehensive Income			Total Stockholders’ Equity
		Shares	Amount				Shares			Amount							Shares								Amount					Shares				Amount
Balance as of December 31, 2020		37,755	$	38			$	721,013		11,831			$	(199,998)						$	316,155			$	350		$	837,558
Balance as of June 30, 2021																									Balance as of June 30, 2021	38,094			$	38		$	738,906			11,925		$	(199,998)		$	292,467		$	341		$	831,754
Issuance of common stock in connection with equity incentive plans	Issuance of common stock in connection with equity incentive plans	301	—		802				—		—				—			—				802			Issuance of common stock in connection with equity incentive plans	231			—		1,933				—		—			—			—			1,933
Repurchase of shares to satisfy employee tax withholding obligations	Repurchase of shares to satisfy employee tax withholding obligations	—	—		(5,907)				94		—				—			—				(5,907)			Repurchase of shares to satisfy employee tax withholding obligations	—			—		(2,061)				51		—			—			—			(2,061)
Changes in convertible preferred stock		—	—		—				—		—				(4,479)			—				(4,479)
Issuance of common stock for employee stock purchase program		38	—		2,248				—		—				—			—				2,248
Paid-in-kind dividend and accretion related to convertible preferred stock																									Paid-in-kind dividend and accretion related to convertible preferred stock	—			—		—				—		—			(6,934)			—			(6,934)

Stock-based compensation	Stock-based compensation	—	—		20,750				—		—				—			—				20,750			Stock-based compensation	—			—		6,006				—		—			—			—			6,006
Other comprehensive income, net of tax	Other comprehensive income, net of tax	—	—		—				—		—				—			(9)				(9)			Other comprehensive income, net of tax	—			—		—				—		—			—			(23)			(23)
Net loss	Net loss	—	—		—				—		—				(19,209)			—				(19,209)			Net loss	—			—		—				—		—			(53,014)			—			(53,014)
Balance as of June 30, 2021		38,094	$	38	$	738,906			11,925		$	(199,998)			$	292,467		$	341			$	831,754
Balance as of September 30, 2021																									Balance as of September 30, 2021	38,325			$	38	$	744,784			11,976		$	(199,998)		$	232,519		$	318		$	777,661

Six Months Ended June 30, 2020
Common Stock Additional Paid-in
Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity
Shares Amount Shares Amount
Balance as of December 31, 2019 34,752 $ 35 $ 455,159 11,616 $ (199,998) $ 271,852 $ 116 $ 527,164
Cumulative effect from the adoption of ASU 2016-13 — — — — — (1,147) — (1,147)
Issuance of common stock in connection with equity incentive plans 256 — 1,314 — — — — 1,314
Repurchase of shares to satisfy employee tax withholding obligations — — (8,160) 82 — — — (8,160)
Shares issued in equity offering 2,070 2 228,022 — — — — 228,024
Settlement of earnout liability 295 — 28,521 — — — — 28,521
Stock-based compensation — — 16,120 — — — — 16,120
Other comprehensive income, net of tax — — — — — — 137 137
Net income — — — — — 82 — 82
Balance as of June 30, 2020 37,373 $ 37 $ 720,976 11,698 $ (199,998) $ 270,787 $ 253 $ 792,055


Three Months Ended September 30, 2020
	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balance as of June 30, 2020	37,373	$	37	$	720,976	11,698	$	(199,998)	$	270,787	$	253	$	792,055

Issuance of common stock in connection with equity incentive plans	275	1		262		—	—		—		—		263
Repurchase of shares to satisfy employee tax withholding obligations	—	—		(9,014)		112	—		—		—		(9,014)


Stock-based compensation	—	—		6,880		—	—		—		—		6,880
Other comprehensive income, net of tax	—	—		—		—	—		—		7		7
Net loss	—	$	—	$	—	—	$	—	$	(14,505)	$	—	$	(14,505)
Balance as of September 30, 2020	37,648	$	38	$	719,104	11,810	$	(199,998)	$	256,282	$	260	$	775,686

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

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, unaudited)


Nine Months Ended September 30, 2021
	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balance as of December 31, 2020	37,755	$	38	$	721,013	11,831	$	(199,998)	$	316,155	$	350	$	837,558
Issuance of common stock in connection with equity incentive plans	532	—		2,735		—	—		—		—		2,735
Repurchase of shares to satisfy employee tax withholding obligations	—	—		(7,968)		145	—		—		—		(7,968)
Paid-in-kind dividend and accretion related to convertible preferred stock	—	—		—		—	—		(11,413)		—		(11,413)
Issuance of common stock for employee stock purchase program	38	—		2,248		—	—		—		—		2,248
Stock-based compensation	—	—		26,756		—	—		—		—		26,756
Other comprehensive income, net of tax	—	—		—		—	—		—		(32)		(32)
Net loss	—	—		—		—	—		(72,223)		—		(72,223)
Balance as of September 30, 2021	38,325	$	38	$	744,784	11,976	$	(199,998)	$	232,519	$	318	$	777,661


Nine Months Ended September 30, 2020
	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balance as of December 31, 2019	34,752	$	35	$	455,159	11,616	$	(199,998)	$	271,852	$	116	$	527,164
Cumulative effect from the adoption of ASU 2016-13	—	—		—		—	—		(1,147)		—		(1,147)
Issuance of common stock in connection with equity incentive plans	531	1		1,576		—	—		—		—		1,577
Repurchase of shares to satisfy employee tax withholding obligations	—	—		(17,174)		194	—		—		—		(17,174)
Shares issued in equity offering	2,070	2		228,022		—	—		—		—		228,024
Settlement of earnout liability	295	—		28,521		—	—		—		—		28,521
Stock-based compensation	—	—		23,000		—	—		—		—		23,000
Other comprehensive income, net of tax	—	—		—		—	—		—		144		144
Net loss	—	—		—		—	—		(14,423)		—		(14,423)
Balance as of September 30, 2020	37,648	$	38	$	719,104	11,810	$	(199,998)	$	256,282	$	260	$	775,686

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

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)


		Six Months Ended June 30,					Nine Months Ended September 30,
		2021		2020			2021		2020
Operating activities:	Operating activities:					Operating activities:
Net income (loss)		$	(19,209)	$	82
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net loss						Net loss	$	(72,223)	$	(14,423)
Adjustments to reconcile net loss to net cash used in operating activities:						Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	Depreciation and amortization	2,202		1,681		Depreciation and amortization	3,700		2,604
Amortization of internally developed software	Amortization of internally developed software	5,739		3,235		Amortization of internally developed software	9,140		5,307
Amortization of intangible assets	Amortization of intangible assets	295		920		Amortization of intangible assets	416		1,207
Stock-based compensation expense	Stock-based compensation expense	19,647		15,390		Stock-based compensation expense	24,881		21,722
Deferred income taxes	Deferred income taxes	(7,392)		(4,520)		Deferred income taxes	(20,134)		(10,982)

Other non-cash items	Other non-cash items	779		246		Other non-cash items	908		421
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(1,736)		(392)		Accounts receivable	493		(1,522)
Contract assets – commissions receivable	Contract assets – commissions receivable	37,007		4,842		Contract assets – commissions receivable	35,244		(16,772)
Prepaid expenses and other assets	Prepaid expenses and other assets	4,317		(1,031)		Prepaid expenses and other assets	(20,790)		(9,398)
Accounts payable	Accounts payable	(21,416)		(17,482)		Accounts payable	(26,913)		(3,196)
Accrued compensation and benefits	Accrued compensation and benefits	(3,709)		(7,782)		Accrued compensation and benefits	(118)		(7,438)
Accrued marketing expenses	Accrued marketing expenses	(7,647)		(7,328)		Accrued marketing expenses	(6,525)		(5,449)
Deferred revenue	Deferred revenue	1,056		(2,473)		Deferred revenue	10,240		23,901
Accrued expenses and other liabilities	Accrued expenses and other liabilities	793		2,214		Accrued expenses and other liabilities	1,360		3,059
Net cash provided by (used in) operating activities		10,726		(12,398)
Net cash used in operating activities						Net cash used in operating activities	(60,321)		(10,959)
Investing activities:	Investing activities:					Investing activities:
Capitalized internal-use software and website development costs	Capitalized internal-use software and website development costs	(7,342)		(7,609)		Capitalized internal-use software and website development costs	(12,589)		(12,082)
Purchases of property and equipment and other assets	Purchases of property and equipment and other assets	(2,705)		(4,664)		Purchases of property and equipment and other assets	(3,554)		(6,454)
Purchases of marketable securities	Purchases of marketable securities	(67,811)		(147,546)		Purchases of marketable securities	(88,967)		(180,505)
Proceeds from redemption and maturities of marketable securities	Proceeds from redemption and maturities of marketable securities	41,514		13,250		Proceeds from redemption and maturities of marketable securities	68,288		70,750

Net cash used in investing activities	Net cash used in investing activities	(36,344)		(146,569)		Net cash used in investing activities	(36,822)		(128,291)
Financing activities:	Financing activities:					Financing activities:
Proceeds from issuance of preferred stock, net of issuance costs	Proceeds from issuance of preferred stock, net of issuance costs	214,025		0		Proceeds from issuance of preferred stock, net of issuance costs	214,025		—
Proceeds from issuance of common stock, net of issuance costs	Proceeds from issuance of common stock, net of issuance costs	0		228,024		Proceeds from issuance of common stock, net of issuance costs	—		228,024
Net proceeds from exercise of common stock options and employee stock purchases	Net proceeds from exercise of common stock options and employee stock purchases	3,051		1,314		Net proceeds from exercise of common stock options and employee stock purchases	4,983		1,577
Repurchase of shares to satisfy employee tax withholding obligations	Repurchase of shares to satisfy employee tax withholding obligations	(5,907)		(8,160)		Repurchase of shares to satisfy employee tax withholding obligations	(7,968)		(17,174)

Acquisition-related contingent payments	Acquisition-related contingent payments	0		(8,751)		Acquisition-related contingent payments	—		(8,751)
Principal payments in connection with leases	Principal payments in connection with leases	(76)		(83)		Principal payments in connection with leases	(126)		(121)
Net cash provided by financing activities	Net cash provided by financing activities	211,093		212,344		Net cash provided by financing activities	210,914		203,555
Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	26		(1)		Effect of exchange rate changes on cash, cash equivalents and restricted cash	—		62
Net increase in cash, cash equivalents and restricted cash	Net increase in cash, cash equivalents and restricted cash	185,501		53,376		Net increase in cash, cash equivalents and restricted cash	113,771		64,367
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	47,113		26,820		Cash, cash equivalents and restricted cash at beginning of period	47,113		26,820
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	232,614	$	80,196	Cash, cash equivalents and restricted cash at end of period	$	160,884	$	91,187

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

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 – Summary of Business and Significant Accounting Policies

Description of Business – eHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is a leading health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to connect every person with the highest quality, most affordable health insurance and Medicare plans for their life circumstances. Our platform integrates proprietary and third-party developed educational content regarding health insurance plans with decision support tools to aid consumers in what has traditionally been a confusing and opaque health insurance purchasing process, and to help them obtain the health insurance products that meet their individual health and economic needs. Our omnichannel consumer engagement platform enables consumers to use our services online, through interactive chat, or by telephone with a licensed insurance agent. We have created a marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual and family, small business and other ancillary health insurance products from over 200 health insurance carriers across all 50 states and the District of Columbia.

Basis of Presentation – The accompanying condensed consolidated balance sheet as of ~~June~~September 30, 2021, the condensed consolidated statements of comprehensive ~~income (loss)~~loss and stockholders’ equity for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, ~~respectively,~~ and the condensed consolidated statements of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 are unaudited. The condensed consolidated balance sheet data as of December 31, 2020 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission on February 26, 2021 and amended on April 29, 2021. The accompanying financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes included 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 ("U.S. GAAP") for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. The condensed consolidated financial statements include the accounts of eHealth, Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations. Certain prior period amounts have been reclassified to conform with our current period presentation. ~~However, we believe that the disclosures made are adequate to make the information not misleading.~~

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, 2020 and include all adjustments necessary for the fair presentation of our financial position as of ~~June~~September 30, 2021 and December 31, 2020, and our results of operations for the periods presented. The results for the three and ~~six~~nine months ended ~~June~~September 30, 2021 are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2021 and therefore should not be relied upon as an indicator of future results.

Subsequent to the issuance of our consolidated financial statements for the year ended December 31, 2020, we identified certain errors, including a $3.0 million under-recognition of stock-based compensation expense and a $1.5 million over-recognition of licensing costs for the year ended December 31, 2020. We adjusted for these items in the first quarter of 2021 and the adjustments reduced our net loss by approximately $1.5 million, or $0.06 per basic and diluted share in our Condensed Consolidated Statement of Comprehensive ~~Income (Loss)~~Loss for the three months ended March 31, 2021. These items also reduced our net loss by approximately $1.5 million, or $0.06 per basic and diluted share, on our Condensed Consolidated Statement of Comprehensive ~~Income (Loss)~~Loss for the ~~six~~nine months ended ~~June~~September 30, 2021. We evaluated the effects of these out-of-period adjustments, both qualitatively and quantitatively, and concluded that the errors and the correction thereof were immaterial both individually and in the aggregate to the current reporting period and the periods in which they originated, including quarterly reporting.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Significant Accounting Policies, Estimates and Judgments – The preparation of condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the useful lives of intangible assets, fair value of investments, recoverability of intangible assets, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, provision (benefit) for income taxes and the assumptions used in determining stock-based compensation. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. Actual results may differ from these estimates. There have been no material changes to our significant accounting policies discussed in our Annual Report on Form 10-K for the year ended December 31, 2020.

Seasonality – Open enrollment periods drive the seasonality of our business. A greater number of our Medicare-related health insurance plans are sold in our fourth quarter 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, our Medicare plan-related commission revenue is highest in our fourth quarter. Our Medicare plan-related commission revenue is also elevated in the first quarter compared to the second and third quarters as a result of the reintroduction of the Medicare Advantage open enrollment period in the first quarter of 2019. Any changes to or ~~additional~~adoption of open enrollment or special enrollment periods may change the seasonality of our business.

The majority of our individual and family health insurance plans ~~are~~is sold in the fourth quarter during the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. In the states where the Federally Facilitated marketplace operates as the state health insurance exchange, individuals and families generally are not able to purchase individual and family health insurance outside of the annual enrollment period, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. Extended open enrollment or special enrollment periods may change the seasonality of our individual and family health insurance business. For example, the COVID-related special enrollment period which ended on August 15, 2021 has caused increased commission revenue from the sale of individual and family health insurance plans outside of the open enrollment period. In addition, we may experience changes in seasonality due to the extension of the 2022 open enrollment period to January 15, 2022 for most states.

Recently Adopted Accounting Pronouncements

Income Taxes (Topic 740) – In December 2019, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2019-12, Income Tax, Simplifying the Accounting for Income Taxes, which aims to simplify the accounting for income taxes. We adopted this guidance in the first quarter of 2021, and it did not have a material impact on our condensed consolidated financial statements.

Codification Improvements – In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements. ASU 2020-10 is intended to facilitate codification updates for technical corrections, such as conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements. It contains amendments that improve the consistency of the codification by including all disclosure guidance in the appropriate disclosure section and other updates that vary in nature. We adopted this guidance in the first quarter of 2021 with no material impact on our condensed consolidated financial statements and disclosures.

Debt with Conversion and Other Options (Topic 470) and Contracts in Entity's Own Equity (Topic 815) – In June 2020, the FASB issued ASU No. 2020-06 to simplify the accounting for convertible instruments and improve the usefulness and relevance of information regarding convertible instruments. This ASU reduces the number of accounting models for converting debt instruments and convertible preferred stock. ASU No. 2020-06 is effective for us in 2022, with early adoption permitted. We ~~have~~ early adopted this guidance in the first quarter of 2021, and it did not have a material impact on our condensed consolidated financial statements.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 2 – Revenue

Disaggregation of Revenue – The table below depicts the disaggregation of revenue by product and is consistent with how we evaluate our financial performance (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Medicare	Medicare									Medicare
Medicare Advantage	Medicare Advantage	$	69,142	$	58,586	$	172,667	$	126,933	Medicare Advantage	$	36,557	$	41,901	$	209,224	$	168,834
Medicare Supplement	Medicare Supplement	3,921		9,893		12,143		25,063		Medicare Supplement	3,214		7,321		15,357		32,384
Medicare Part D	Medicare Part D	(6,027)		1,158		(4,291)		6,819		Medicare Part D	1,338		329		(2,953)		7,148
Total Medicare	Total Medicare	67,036		69,637		180,519		158,815		Total Medicare	41,109		49,551		221,628		208,366
Individual and Family (1)	Individual and Family (1)									Individual and Family (1)
Non-Qualified Health Plans	Non-Qualified Health Plans	11,076		1,224		14,443		2,670		Non-Qualified Health Plans	5,909		9,915		20,352		12,585
Qualified Health Plans	Qualified Health Plans	2,838		883		4,938		2,093		Qualified Health Plans	2,266		1,466		7,204		3,559
Total Individual and Family	Total Individual and Family	13,914		2,107		19,381		4,763		Total Individual and Family	8,175		11,381		27,556		16,144
Ancillary	Ancillary									Ancillary
Short-term	Short-term	1,513		2,070		3,269		4,286		Short-term	1,370		2,438		4,639		6,724
Dental	Dental	3,660		596		5,388		1,339		Dental	3,938		4,452		9,326		5,791
Vision	Vision	934		187		1,139		430		Vision	642		1,798		1,781		2,228
Other	Other	1,021		797		1,056		1,846		Other	845		847		1,901		2,693
Total Ancillary	Total Ancillary	7,128		3,650		10,852		7,901		Total Ancillary	6,795		9,535		17,647		17,436
Small Business	Small Business	2,290		2,281		5,513		5,252		Small Business	2,190		1,723		7,703		6,975
Commission Bonus		(545)		3,098		610		3,711
Commission Bonus and Other										Commission Bonus and Other	922		1,354		1,532		5,065
Total Commission Revenue	Total Commission Revenue	89,823		80,773		216,875		180,442		Total Commission Revenue	59,191		73,544		276,066		253,986
Other Revenue	Other Revenue									Other Revenue
Sponsorship and Advertising Revenue	Sponsorship and Advertising Revenue	6,023		7,369		11,837		13,259		Sponsorship and Advertising Revenue	4,165		18,855		16,002		32,114
Other	Other	711		624		2,059		1,473		Other	558		1,885		2,617		3,358
Total Other Revenue	Total Other Revenue	6,734		7,993		13,896		14,732		Total Other Revenue	4,723		20,740		18,619		35,472
Total Revenue	Total Revenue	$	96,557	$	88,766	$	230,771	$	195,174	Total Revenue	$	63,914	$	94,284	$	294,685	$	289,458

_____________

(1)We define our ~~individual~~Individual and ~~family~~Family plan offerings as major medical individual and family health insurance plans, which does not include Medicare-related, small business or ancillary plans. Individual and family health insurance plans include both qualified and non-qualified plans. Qualified health plans are individual and family health insurance plans that meet the requirements of the Affordable Care Act and are offered through the government-run health insurance exchange in the relevant jurisdiction. Non-qualified health plans are ~~individual~~Individual and ~~family health insurance~~Family plans that meet the requirements of the Affordable Care Act and are not offered through the exchange in the relevant jurisdiction. Individuals that purchase non-qualified health plans cannot receive a subsidy in connection with the purchase of ~~non-qualified~~those plans.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Commission revenue by segment is presented in the table below (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Medicare	Medicare									Medicare
Commission Revenue from Members Approved During the Period (1)	Commission Revenue from Members Approved During the Period (1)	$	78,598	$	72,165	$	193,276	$	153,290	Commission Revenue from Members Approved During the Period (1)	$	42,698	$	52,040	$	235,974	$	205,330
Net Commission Revenue from Members Approved in Prior Periods (2)	Net Commission Revenue from Members Approved in Prior Periods (2)	(11,543)		685		(11,529)		9,664		Net Commission Revenue from Members Approved in Prior Periods (2)	(171)		(698)		(11,700)		8,966
Total Medicare Segment Commission Revenue	Total Medicare Segment Commission Revenue	$	67,055	$	72,850	$	181,747	$	162,954	Total Medicare Segment Commission Revenue	$	42,527	$	51,342	$	224,274	$	214,296
Individual, Family and Small Business	Individual, Family and Small Business									Individual, Family and Small Business
Commission Revenue from Members Approved During the Period (1)	Commission Revenue from Members Approved During the Period (1)	$	5,208	$	4,362	$	11,603	$	10,158	Commission Revenue from Members Approved During the Period (1)	$	4,892	$	4,012	$	16,495	$	14,170
Commission Revenue from Renewals of Small Business Members During the Period (3)	Commission Revenue from Renewals of Small Business Members During the Period (3)	1,723		1,487		4,410		3,883		Commission Revenue from Renewals of Small Business Members During the Period (3)	1,744		1,122		6,154		5,005
Net Commission Revenue from Members Approved in Prior Periods (2)	Net Commission Revenue from Members Approved in Prior Periods (2)	15,837		2,074		19,115		3,447		Net Commission Revenue from Members Approved in Prior Periods (2)	10,028		17,068		29,143		20,515
Total IFP/SMB Segment Commission Revenue	Total IFP/SMB Segment Commission Revenue	$	22,768	$	7,923	$	35,128	$	17,488	Total IFP/SMB Segment Commission Revenue	$	16,664	$	22,202	$	51,792	$	39,690

Total Commission Revenue from Members Approved During the Period (1)	Total Commission Revenue from Members Approved During the Period (1)	$	83,806	$	76,527	$	204,879	$	163,448	Total Commission Revenue from Members Approved During the Period (1)	$	47,590	$	56,052	$	252,469	$	219,500
Commission Revenue from Renewals of Small Business Members During the Period (3)	Commission Revenue from Renewals of Small Business Members During the Period (3)	1,723		1,487		4,410		3,883		Commission Revenue from Renewals of Small Business Members During the Period (3)	1,744		1,122		6,154		5,005
Total Net Commission Revenue from Members Approved in Prior Periods (2)(4)	Total Net Commission Revenue from Members Approved in Prior Periods (2)(4)	4,294		2,759		7,586		13,111		Total Net Commission Revenue from Members Approved in Prior Periods (2)(4)	9,857		16,370		17,443		29,481
Total Commission Revenue	Total Commission Revenue	$	89,823	$	80,773	$	216,875	$	180,442	Total Commission Revenue	$	59,191	$	73,544	$	276,066	$	253,986

_____________

(1)These amounts include commission bonus revenue.

(2)These amounts reflect our revised estimates of cash collections for certain members approved prior to the relevant reporting period that are recognized as adjustments to revenue within the relevant reporting period. The net adjustment revenue includes both increases in revenue for certain prior period cohorts as well as reductions in revenue for certain prior period cohorts.

(3)Commission revenue from renewals of small business members during the period was previously included in net commission revenue from members approved in prior periods. However, beginning in the first quarter of 2021, we enhanced our reporting by separately disclosing commission revenue from renewals of small business members during the period in a separate line item.

(4)The impacts of total net commission revenue from members approved in prior periods were ~~$0.16~~$0.37 and ~~$0.10~~$0.62 per basic and diluted share for the three months ended ~~June~~September 30, 2021 and 2020, respectively. The impacts of total net commission revenue from members approved in prior periods were ~~$0.28~~$0.65 and ~~$0.51~~$1.14 per basic ~~share, or $0.28~~ and ~~$0.49 per~~ diluted share, for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

The total reductions to revenue from members approved in prior periods were ~~$18.5~~$3.2 million and ~~$1.6~~$3.7 million for the three months ended ~~June~~September 30, 2021 and 2020, respectively, and ~~$19.4~~$22.6 million and ~~$1.6~~$5.3 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. These reductions to revenue primarily related to the Medicare segment.

Note 3 – Supplemental Financial Statement Information

Cash, Cash Equivalents and Restricted Cash

We consider all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents are stated at fair value. We also invest in marketable securities that are measured and recorded at fair value. See Note 4 – Fair Value Measurements for further discussion about our marketable securities.

1011

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Our cash, cash equivalent and restricted cash balances are summarized as follows (in thousands):


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Cash	Cash	$	35,192	$	39,552	Cash	$	37,765	$	39,552
Cash equivalents	Cash equivalents	194,068		4,207		Cash equivalents	119,765		4,207
Cash and cash equivalents	Cash and cash equivalents	229,260		43,759		Cash and cash equivalents	157,530		43,759
Restricted cash	Restricted cash	3,354		3,354		Restricted cash	3,354		3,354
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	232,614	$	47,113	Total cash, cash equivalents and restricted cash	$	160,884	$	47,113

As of ~~June~~September 30, 2021 and December 31, 2020, we had $3.4 million of restricted cash which was classified as a non-current asset on our Condensed Consolidated Balance Sheets. This amount collateralizes letters of credit related to certain lease commitments.

Contract Assets and Accounts Receivable

We do not require collateral or other security for our contract assets and accounts receivable. We believe the potential for collection issues with any of our customers was minimal as of ~~June~~September 30, 2021.

We estimate an allowance for credit losses using relevant available information from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. Specifically, for the purpose of measuring the probability of default parameters, we utilize Capital IQ’s, Standard & Poor’s and Moody’s analytics. Our estimates of loss given default are determined by using our historical collections data as well as historical information obtained through our research and review of other insurance related companies. Our estimated exposure at default is determined by applying these internal and external data sources to our commission receivable balances. As such, we apply an immediate reversion method and revert to historical loss information when computing our credit loss exposure. Credit loss expenses are assessed quarterly and included in general and administrative expense on our Condensed Consolidated Statement of Comprehensive ~~Income (Loss).~~Loss. There were 0 write-offs during ~~either~~any of the three or ~~six months~~nine month periods ended ~~June~~September 30, ~~2021.~~2021 and 2020.

We considered the impact of recent events and global economic conditions when evaluating the appropriate adjustments to our allowance for credit losses as of ~~June~~September 30, 2021. We also considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic.

The change in the allowance for credit losses for the ~~six~~nine months ended ~~June~~September 30, 2021 is summarized as follows (in thousands):



Beginning balance	$	2,026
Change in allowance	~~(225)~~(207)
Ending balance	$	~~1,801~~1,819

1112

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Our contract assets – commission receivable activities, net of credit loss allowances are summarized as follows (in thousands):


		Six Months Ended June 30, 2021						Nine Months Ended September 30, 2021
		Medicare Segment		IFP/SMB Segment		Total				Medicare Segment		IFP/SMB Segment		Total
Beginning balance	Beginning balance	$	739,637	$	52,768	$	792,405		Beginning balance	$	739,637	$	52,768	$	792,405
Commission revenue from members approved during the period	Commission revenue from members approved during the period	193,276		11,603		204,879			Commission revenue from members approved during the period	235,974		16,495		252,469
Commission revenue from renewals of small business members during the periods (1)		0		4,410		4,410
Net commission revenue adjustments from members approved in prior periods		(11,529)		19,115		7,586
Commission revenue from renewals of small business members during the period (1)									Commission revenue from renewals of small business members during the period (1)	—		6,154		6,154
Net commission revenue from members approved in prior periods									Net commission revenue from members approved in prior periods	(11,700)		29,143		17,443
Cash receipts	Cash receipts	(230,446)		(23,437)		(253,883)			Cash receipts	(276,825)		(34,485)		(311,310)
Net change in credit loss allowance	Net change in credit loss allowance	206		19		225			Net change in credit loss allowance	188		19		207
Ending balance	Ending balance	$	691,144	$	64,478	$	755,622		Ending balance	$	687,274	$	70,094	$	757,368


		Six Months Ended June 30, 2020							Nine Months Ended September 30, 2020
		Medicare Segment		IFP/SMB Segment		Total			Medicare Segment		IFP/SMB Segment		Total
Beginning balance	Beginning balance	$	550,922	$	38,300	$	589,222	Beginning balance	$	550,922	$	38,300	$	589,222
Commission revenue from members approved during the period	Commission revenue from members approved during the period	153,290		10,158		163,448		Commission revenue from members approved during the period	205,330		14,170		219,500
Commission revenue from renewals of small business members during the periods (1)		0		3,883		3,883
Net commission revenue adjustments from members approved in prior period		9,664		3,447		13,111
Commission revenue from renewals of small business members during the period (1)								Commission revenue from renewals of small business members during the period (1)	—		5,005		5,005
Net commission revenue from members approved in prior periods								Net commission revenue from members approved in prior periods	8,966		20,515		29,481
Cash receipts	Cash receipts	(161,113)		(24,171)		(185,284)		Cash receipts	(201,256)		(35,957)		(237,213)
Net change in credit loss allowance	Net change in credit loss allowance	(1,508)		(86)		(1,594)		Net change in credit loss allowance	(1,536)		(114)		(1,650)
Ending balance	Ending balance	$	551,255	$	31,531	$	582,786	Ending balance	$	562,426	$	41,919	$	604,345

_____________

(1)Commission revenue from renewals of small business members during the period was previously included in net commission revenue from members approved in prior periods. However, starting in the first quarter of 2021, we enhanced our reporting by separately disclosing commission revenue from renewals of small business members during the period in a separate line item.

Credit Risk

Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents, marketable securities, contract assets – commissions receivable, and accounts receivable. We invest our cash and cash equivalents with major banks and financial institutions and such investments are in excess of federally insured limits. We also have deposits with major banks in China that are denominated in both U.S. dollars and Chinese Yuan Renminbi and are not insured by the U.S. federal government. The deposits in China were ~~$0.4~~$3.8 million as of ~~June~~September 30, 2021. See Note 4 – Fair Value Measurements for more information regarding our marketable securities.

1213

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

We do not require collateral or other security for either our contract assets or accounts receivable. Carriers that represented 10% or more of our total contract assets and accounts receivable balance are summarized as of the dates presented below:


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Humana	Humana	27	%	21	%	Humana	27	%	21	%
UnitedHealthCare (1)	UnitedHealthCare (1)	23	%	21	%	UnitedHealthCare (1)	24	%	21	%
Aetna (1)	Aetna (1)	17	%	20	%	Aetna (1)	17	%	20	%
Centene (1)(2)	Centene (1)(2)	8	%	11	%	Centene (1)(2)	8	%	11	%

_____________

(1)Percentages include the carriers' subsidiaries.

(2)Centene Corporation acquired WellCare Health Plans, Inc. in 2020, and the contract assets and accounts receivable of WellCare are included in the percentage calculation for ~~June~~September 30, 2021 and December 31, 2020.

Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are summarized as of the periods presented as follows (in thousands):


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Prepaid maintenance contracts	Prepaid maintenance contracts	$	6,270	$	7,715	Prepaid maintenance contracts	$	8,448	$	7,715
Prepaid licenses	Prepaid licenses	2,302		0		Prepaid licenses	3,302		—
Prepaid expenses	Prepaid expenses	2,149		6,628		Prepaid expenses	23,828		6,628
Prepaid insurance	Prepaid insurance	430		1,672		Prepaid insurance	672		1,672

Others	Others	443		646		Others	403		646
Prepaid expenses and other current assets	Prepaid expenses and other current assets	$	11,594	$	16,661	Prepaid expenses and other current assets	$	36,653	$	16,661

Note 4 – Fair Value Measurements

We define fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques we use to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We classify the inputs used to measure fair value into the following hierarchy:


Level 1			Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2			Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability.
Level 3			Unobservable inputs for the asset or liability.

1314

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Our financial assets measured at fair value on a recurring basis are summarized below by their classification within the fair value hierarchy as of the dates presented below (in thousands):


		June 30, 2021											September 30, 2021
		Carrying Value		Level 1		Level 2		Level 3		Total			Carrying Value		Level 1		Level 2		Level 3		Total
Assets	Assets											Assets
Cash equivalents	Cash equivalents											Cash equivalents
Money market funds	Money market funds	$	49,999	$	49,999	$	0	$	0	$	49,999	Money market funds	$	19,371	$	19,371	$	—	$	—	$	19,371
Commercial paper	Commercial paper	144,069		0		144,069		0		144,069		Commercial paper	100,394		—		100,394		—		100,394

Short-term marketable securities	Short-term marketable securities											Short-term marketable securities
Agency bonds	Agency bonds	11,289		0		11,289		0		11,289		Agency bonds	1,276		—		1,276		—		1,276
Commercial paper	Commercial paper	62,003		0		62,003		0		62,003		Commercial paper	66,414		—		66,414		—		66,414

Corporate bond	Corporate bond	2,538		0		2,538		0		2,538		Corporate bond	2,522		—		2,522		—		2,522

Total assets measured at fair value	Total assets measured at fair value	$	269,898	$	49,999	$	219,899	$	0	$	269,898	Total assets measured at fair value	$	189,977	$	19,371	$	170,606	$	—	$	189,977


		December 31, 2020											December 31, 2020
		Carrying Value		Level 1		Level 2		Level 3		Total			Carrying Value		Level 1		Level 2		Level 3		Total
Assets	Assets											Assets
Cash equivalents	Cash equivalents											Cash equivalents
Money market funds	Money market funds	$	4,207	$	4,207	$	0	$	0	$	4,207	Money market funds	$	4,207	$	4,207	$	—	$	—	$	4,207
Short-term marketable securities	Short-term marketable securities											Short-term marketable securities
Agency bonds	Agency bonds	35,423		0		35,423		0		35,423		Agency bonds	35,423		—		35,423		—		35,423
Commercial paper	Commercial paper	14,197		0		14,197		0		14,197		Commercial paper	14,197		—		14,197		—		14,197
Total assets measured at fair value	Total assets measured at fair value	$	53,827	$	4,207	$	49,620	$	0	$	53,827	Total assets measured at fair value	$	53,827	$	4,207	$	49,620	$	—	$	53,827

~~Our~~As of September 30, 2021, our cash equivalents ~~that were invested in~~consisted of money market funds and commercial paper with original maturity of 90 days or less were classified as Level 1.1 and 2, respectively. We endeavor to utilize the best available information in measuring fair value. We used observable prices in active markets in determining the classification of our money market funds as Level 1.

~~As of June 30, 2021, our~~ Our Level 2 assets ~~included our~~consisted of available for sale marketable securities, which ~~consisted of~~included commercial paper, agency bonds, and a corporate bond with maturities of less than one year. We classify our marketable debt securities within Level 2 in the fair value hierarchy, because we use quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. Our portfolio primarily consisted of financial instruments with a credit rating of AA or equivalent by S&P Rating and Moody's Investor Services. There were no transfers between the hierarchy levels during either the ~~six~~nine months ended ~~June~~September 30, 2021 or the year ended December 31, 2020.

The following table summarizes our cash equivalents and available-for-sale debt securities by contractual maturity (in thousands):
As of June 30, 2021
Amortized Cost Fair Value
Due in 1 year $ 269,895 $ 269,898


	As of September 30, 2021
	Amortized Cost		Fair Value
Due in 1 year	$	189,980	$	189,977

1415

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Unrealized gains and losses on available-for-sale debt securities that are not credit related are included in accumulated other comprehensive income and summarized as follows as of ~~June~~September 30, 2021 (in thousands):


		Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value			Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash equivalents	Cash equivalents									Cash equivalents
Money market funds	Money market funds	$	49,999	$	0	$	0	$	49,999	Money market funds	$	19,371	$	—	$	—	$	19,371
Commercial paper	Commercial paper	144,072		1		(4)		144,069		Commercial paper	100,398		—		(4)		100,394

Short-term marketable securities	Short-term marketable securities									Short-term marketable securities
Agency bonds	Agency bonds	11,283		6		0		11,289		Agency bonds	1,276		—		—		1,276
Commercial paper	Commercial paper	62,003		3		(3)		62,003		Commercial paper	66,413		4		(3)		66,414
Corporate bond	Corporate bond	2,538		0		0		2,538		Corporate bond	2,522		—		—		2,522

Total	Total	$	269,895	$	10	$	(7)	$	269,898	Total	$	189,980	$	4	$	(7)	$	189,977

As of ~~June~~September 30, 2021, ~~there were~~we had NaN securities in net loss positions and their unrealized losses were immaterial individually and in aggregate. We did not record any credit losses regarding our available-for-sales debt securities during the ~~six~~nine months ended ~~June~~September 30, 2021. We do not intend to sell these securities and it is more likely than not that we will not be required to sell these securities before the recovery of their amortized cost basis.

Note 5 – Equity

2021 Inducement Plan – On September 22, 2021, the Company adopted an inducement plan (the “2021 Inducement Plan”), pursuant to which the Company reserved 410,000 shares of its common stock (subject to customary adjustments in the event of a change in capital structure of the Company) to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, other than following a bona fide period of non-employment, as an inducement material to the individual's entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules (“Nasdaq Rules”). The Inducement Plan was approved by the Company's board of directors (the “Board”) without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Rules, and the terms and conditions of the Inducement Plan and awards to be granted thereunder are substantially similar to the Company's stockholder-approved Amended and Restated 2014 Equity Incentive Plan. As of September 30, 2021, no shares were issued under the 2021 Inducement Plan. Subsequently, 390,584 shares were issued under the 2021 Inducement Plan in October 2021.

Stock Repurchase Programs – We had 0no stock repurchase activity during the three and ~~six~~nine months ended ~~June~~September 30, 2021. In addition to 10.7 million shares repurchased under our previous repurchase programs, we have in treasury ~~1.2~~1.3 million shares as of ~~June~~September 30, 2021 that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units. As of ~~June~~September 30, 2021 and December 31, 2020, we had a total of ~~11.9~~12.0 million shares and 11.8 million shares, respectively, held in treasury.

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-Based Compensation Expense –~~ ~~Our stock-based compensation expense is summarized as follows by award types (in thousands):~~
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Restricted stock units* $ 7,646 $ 6,369 $ 18,365 $ 14,777
Common stock options 140 307 320 613
Employee stock purchase plan 459 0 962 0
Total stock-based compensation expense $ 8,245 $ 6,676 $ 19,647 $ 15,390

~~_________~~

* Amounts include market-based and performance-based RSUs.

1516

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Stock-Based Compensation Expense – Our stock-based compensation expense is summarized as follows by award types (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Restricted stock units*	$	4,666	$	6,078	$	23,031	$	20,855
Common stock options	82		254		402		867
Employee stock purchase plan	486		—		1,448		—
Total stock-based compensation expense	$	5,234	$	6,332	$	24,881	$	21,722

_________

* Amounts include market-based and performance-based restricted stock units.

The following table summarizes stock-based compensation expense by operating function for the periods presented below (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Marketing and advertising	Marketing and advertising	$	2,140	$	1,539	$	4,625	$	3,269	Marketing and advertising	$	2,297	$	1,869	$	6,922	$	5,138
Customer care and enrollment	Customer care and enrollment	692		573		1,161		1,235		Customer care and enrollment	740		527		1,901		1,762
Technology and content	Technology and content	2,360		(82)		5,103		1,535		Technology and content	2,380		1,430		7,483		2,965
General and administrative		3,053		4,646		8,758		9,351
General and administrative*										General and administrative*	(183)		2,506		8,575		11,857

Total stock-based compensation expense	Total stock-based compensation expense	$	8,245	$	6,676	$	19,647	$	15,390	Total stock-based compensation expense	$	5,234	$	6,332	$	24,881	$	21,722
Amount capitalized in internal-use software	Amount capitalized in internal-use software	553		482		1,103		730		Amount capitalized in internal-use software	772		548		1,875		1,278
Total stock-based compensation	Total stock-based compensation	$	8,798	$	7,158	$	20,750	$	16,120	Total stock-based compensation	$	6,006	$	6,880	$	26,756	$	23,000

_________

* Stock-based compensation expense for both three and nine months ended September 30, 2021 was impacted by a $4.1 million credit related to forfeited equity awards due to our chief executive officer's separation.

Note 6 — Convertible Preferred Stock

On April 30, 2021 (the “Closing Date”), we issued and sold to Echelon Health SPV, LP (“H.I.G.”), an investment vehicle of H.I.G. Capital, in a private placement, 2,250,000 shares of our newly designated Series A convertible preferred stock (the “Series A preferred stock”), par value $0.001 per share, at an aggregate purchase price of $225.0 million. We received $214.0 million in net proceeds from the private placement with H.I.G., net of sales commissions and certain transaction fees totaling $11.0 million. The Series A preferred stock ranks senior to all other equity securities of the Company with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Dividends – Dividends initially accrue on the Series A preferred stock daily at 8% per annum on the stated value of $100 per share (“Stated Value”) and compound semiannually, payable in kind (“PIK”) until the second anniversary of the Closing Date on June 30 and December 31 of each year (each, a “Dividend Payment Date”), beginning on June 30, 2021, and thereafter 6% PIK and 2% payable in cash in arrears on June 30 and December 31 of each year, beginning on June 30, 2023. PIK dividends are cumulative and are added to the Accrued Value (as defined below). “Accrued Value” means, as of any date, with respect to any share of Series A preferred stock, the sum of the Stated Value per share plus, on each Dividend Payment Date, on a cumulative basis, all accrued PIK dividends on such share that have not previously compounded and been added to the Accrued Value. The Series A preferred stock participates, on an as-converted basis in all dividends paid to the holders of our common stock.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Conversion Rights – ~~The Series A preferred stock is convertible, at any time after May 31, 2021, into common stock.~~ The Series A preferred stock is convertible at any time into common stock at a conversion rate equal to (i) the Accrued Value plus accrued PIK dividends that have not yet been added to the Accrued Value, (ii) divided by the conversion price as of the applicable conversion date (the “Conversion Price”). As of the date of this report, the Conversion Price is equal to $79.5861 per share. This Conversion Price is subject to further adjustment and the number of shares of common stock issuable upon conversion of the Series A preferred stock is subject to certain limitations, each as set forth in the Certificate of Designations of Series A preferred stock, as filed with the Secretary of State of the State of Delaware on April 30, 2021 (the “Certificate of Designations”).

Redemption Put Right – At any time on or after the sixth anniversary of the Closing Date, holders of the Series A preferred stock will have the right to cause the Company to redeem all or any portion of the Series A preferred stock in cash at an amount equal to the greater of (i) 135% of the Accrued Value per share as of the redemption date, plus accrued PIK dividends that have not yet been added to the Accrued Value and (ii) the amount per share that would be payable on an as-converted basis on such Series A preferred stock at the then-current Accrued Value, plus accrued PIK dividends that have not yet been added to the Accrued Value, and in either case of (i) or (ii) plus any unpaid cash dividends that would have otherwise been settled in cash in connection with such conversion (the greater of (i) and (ii), the “Redemption Price”).

~~EHEALTH, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Redemption Call Right – At any time on or after the sixth anniversary of the Closing Date, the Company will have the right (but not the obligation) to redeem out of legally available funds and for cash consideration all (but not less than all) of the Series A preferred stock upon at least 30 days prior written notice at an amount equal to the Redemption Price.

Board Nomination Rights – H.I.G. is entitled to nominate 1 individual for election to the ~~Company’s board of directors (the “Board”)~~the Board so long as it continues to own at least 30% of the common stock issuable or issued upon conversion of the Series A preferred stock originally issued to it in the private placement. H.I.G. also has the right to nominate an additional individual to the Board if the Company fails to maintain certain levels of commissions receivable and liquidity. ~~As of the date of this report, H.I.G. has conditionally waived its director nomination rights.~~

Voting Rights – The Series A preferred stock will vote together with the common stock as a single class on all matters submitted to a vote of the holders of the common stock (subject to certain voting limitations set forth in, and the terms and conditions of, the Certificate of Designations). Each holder of Series A preferred stock shall be entitled to the number of votes, rounded down to the nearest whole number, equal to the product of (i) the aggregate Accrued Value of the issued and outstanding shares of Series A preferred stock divided by the Minimum Price (as defined below), multiplied by (ii) a fraction, the numerator of which is the number of shares of Series A preferred stock held by such holder and the denominator of which is the aggregate number of issued and outstanding shares of Series A preferred stock. “Minimum Price” means the lower of: (i) the Nasdaq Official Closing Price per share of common stock on the Closing Date; or (ii) the average Nasdaq Official Closing Price per share of common stock for the five trading days immediately prior to the Closing Date. Holders of Series A preferred stock will have 1 vote per share on any matter on which the holders of the Series A preferred stock are entitled to vote separately as a class (subject to certain voting limitations set forth in, and the terms and conditions of, the ~~certificate~~Certificate of ~~designations)~~Designations).

Mandatory Conversion of the Series A Preferred Stock – At any time on or after the third anniversary of the Closing Date, if the volume-weighted average price per share of our common stock is greater than 167.5% of the then-current Conversion Price for 20 consecutive trading days in a 30-day trading day period, the Company will have the right to convert all, but not less than all, of the Series A preferred stock into common stock at a conversion rate with respect to each share of Series A ~~Preferred Stock~~preferred stock of (i) the Accrued Value plus accrued PIK dividends that have not yet been added to the Accrued Value, (ii) divided by the then applicable Conversion Price.

Covenants and Liquidity Requirements – As long as H.I.G. continues to own at least 30% of the Series A preferred stock originally issued to it in the private placement, the consent of H.I.G. will be required for the Company to incur certain indebtedness and to take certain other corporate actions as set forth in the Company's investment agreement with H.I.G. entered into on February 17, 2021 (the “Investment Agreement”). In addition, the Company is required to maintain an asset coverage ratio (as defined in the Investment Agreement) of at least 2x, which increases to 2.5x thirty months after the date of the Investment Agreement. Additionally, the Investment Agreement requires the Company to maintain a minimum liquidity amount (as defined in the Investment Agreement) for certain periods that ranges from $65 million to $125 million. If the Company fails to maintain the minimum asset coverage ratio or minimum liquidity amount as of a certain date or for a certain time period required by the Investment Agreement and H.I.G continues to own at least 30% of the Series A preferred stock originally issued to it in the private placement, H.I.G will have the right to nominate an additional director to the Board, and the consent of H.I.G. will be required to approve the Company's annual budget, hire or terminate certain key executives, and incur

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

certain indebtedness as outlined in the Investment Agreement. H.I.G. will no longer have these additional board nomination and consent rights if the Company is able to satisfy the minimum liquidity amount requirements in the Investment Agreement for any subsequent 12 consecutive months.

Our Series A preferred stock is considered temporary equity in our condensed consolidated financial statements. We have determined there are no material embedded features that require recognition as a derivative asset or liability. We recognized the Series A preferred stock at its stated amount less issuance costs of $11.0 million, or $214.0 million.

As of ~~June~~September 30, 2021, the estimated Series A preferred stock redemption value equals 135% of the Accrued Value per share as of the redemption date, plus any accrued and unpaid dividends, which is significantly in excess of the fair value of the common stock into which the Series A preferred stock is convertible as of ~~June~~September 30, 2021. We have elected to apply the accretion method to adjust the carrying value of the Series A preferred stock to its redemption value at the earliest date of redemption, April 30, 2027. Amounts recognized to accrete the Series A preferred stock to its estimated redemption value are treated as a deemed dividend and are recorded as a reduction to retained earnings. The estimated redemption value will vary in

~~EHEALTH, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

subsequent periods due to the redemption put right described above and we have elected to recognize such changes prospectively. ~~NaN~~No shares of Series A preferred stock have been converted and the Series A preferred stock was convertible into 2.9 million shares of common stock as of ~~June~~September 30, 2021.

The following table summarizes the proceeds and changes to our Series A preferred stock (in thousands):


Gross proceeds	$	225,000
Less: issuance costs	10,975
Net proceeds	$	214,025

Balance as of Closing Date	$	214,025
Accrued paid-in-kind dividends	~~3,083~~7,643
Change in preferred stock redemption value	~~1,396~~3,770
Balance as of ~~June~~September 30, 2021	$	~~218,504~~225,438

Note 7 – Net ~~Income (Loss)~~Loss Per Share Attributable to Common Stockholders

Our Series A preferred stock is considered a participating security which requires the use of two-class method for the computation of basic and diluted per share amounts. Under the two-class method, earnings available to common stockholders for the period are allocated between common stockholders and participating securities according to dividends accumulated and participation rights in undistributed earnings. Net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holder of the Series A preferred stock does not have a contractual obligation to share in losses. Basic net ~~income (loss)~~loss attributable to common stockholders per share is computed by dividing net ~~income (loss)~~loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net ~~income (loss)~~loss attributable to common stockholders per share is computed by dividing the net ~~income (loss)~~loss available to common stockholders for the period by the weighted average number of common and common equivalent shares outstanding during the period. Diluted net ~~income (loss)~~loss attributable to common stockholders per share reflects all potential dilutive common stock equivalent shares, including conversion of preferred stock, stock options, restricted stock units and shares to be issued under our employee stock purchase program (“ESPP”).

~~The following table sets forth the computation of basic and diluted net income (loss) attributable to common stockholders per share (in thousands, except per share amounts):~~
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Numerator:
Net income (loss) attributable to common stockholders $ (22,888) $ (3,370) $ (23,688) $ 82
Denominator:
Shares used in per share calculation – basic 26,677 26,358 26,639 25,539
Dilutive effect of common stock 0 0 0 1,219
Shares used in diluted share calculation 26,677 26,358 26,639 26,758
Net income (loss) attributable to common stockholders per share – basic $ (0.86) $ (0.13) $ (0.89) $ 0.00
Net income (loss) attributable to common stockholders per share – diluted $ (0.86) $ (0.13) $ (0.89) $ 0.00

1819

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Numerator:
Net loss attributable to common stockholders	$	(59,948)	$	(14,505)	$	(83,636)	$	(14,423)
Denominator:
Shares used in per share calculation – basic	26,786		26,487		26,688		25,838
Dilutive effect of common stock	—		—		—		—
Shares used in diluted share calculation	26,786		26,487		26,688		25,838
Net loss attributable to common stockholders per share – basic and diluted	$	(2.24)	$	(0.55)	$	(3.13)	$	(0.56)

For each of the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, we had securities outstanding that could potentially dilute per share amounts, but the shares from the assumed conversion or exercise of these securities were excluded in the computation of diluted net ~~income (loss)~~loss per share as their effect would have been anti-dilutive. The number of outstanding 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 June 30,		Six Months Ended June 30,			Three Months Ended September 30,		Nine Months Ended September 30,
		2021	2020	2021	2020		2021	2020	2021	2020
Convertible preferred stock	Convertible preferred stock	2,827	0	2,827	0	Convertible preferred stock	2,866	—	1,595	—
Restricted stock units	Restricted stock units	885	760	978	42	Restricted stock units	1,134	599	1,055	748
Common stock options	Common stock options	351	460	358	0	Common stock options	278	414	330	453
ESPP	ESPP	1	0	2	0	ESPP	7	—	12	—
Total	Total	4,064	1,220	4,165	42	Total	4,285	1,013	2,992	1,201

Note 8 – Commitments and Contingencies

Service and Licensing Obligations

We have entered into service and licensing agreements with third party vendors to provide various services, including network access, equipment maintenance, and software licensing. As the benefits of these agreements are experienced uniformly over the applicable contractual periods, we record the related service and licensing expenses on a straight-line basis, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Our future minimum payments under non-cancellable contractual service and licensing obligations as of ~~June~~September 30, 2021 (in thousands):


For the Years Ending December 31,	For the Years Ending December 31,			For the Years Ending December 31,
Remainder of 2021	Remainder of 2021	$	5,273	Remainder of 2021	$	2,845
2022	2022	6,537		2022	10,407
2023	2023	5,236		2023	8,067
2024	2024	1,970		2024	2,256
2025	2025	0		2025	—
Thereafter	Thereafter	0		Thereafter	—
Total	Total	$	19,016	Total	$	23,575

Operating Leases

Refer to Note 10 – Leases for commitments related to our operating leases.

Contingencies

From time to time, we receive inquiries from governmental bodies and also may be subject to various legal proceedings and claims arising in the ordinary course of business. We assess contingencies to determine the degree of probability and range of possible loss for potential accrual in our condensed consolidated financial statements. An estimated loss contingency is accrued in the condensed consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. There was no material litigation-related accrual during the three and ~~six~~nine months ended ~~June~~September 30, 2021. Legal proceedings or other contingencies could result in material costs, even if we ultimately prevail.

~~EHEALTH, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Legal Proceedings

Securities Class Action – On April 8, 2020 and April 30, 2020, 2 purported class action lawsuits were filed against us, our ~~chief~~then-chief executive officer, Scott N. Flanders, our then-chief financial officer, Derek N. Yung, and our then-chief operating officer, David K. Francis (collectively, the “Defendants”), in the United States District Court for the Northern District of California. The cases are captioned Patel v. eHealth, Inc., et al., Case No. 5:20-cv-02395 (N.D. Cal.) and Bertrand v. eHealth, Inc. et al., Case No. 4:20-cv-02967 (N.D. Cal.). The complaints allege, among other things, that we and Messrs. Flanders, Yung and Francis made materially false and misleading statements and/or failed to disclose material information regarding our accounting and modeling assumptions, rate of member churn and our profitability during the alleged class period of March 19, 2018 to April 7, 2020. The complaints allege that we and Messrs. Flanders, Yung and Francis violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaints seek compensatory and (in the Patel lawsuit) punitive damages, attorneys’ fees and costs, and such other relief as the court deems proper. On June 24, 2020, the ~~Court~~court consolidated the above-referenced matters under the caption In re eHealth Securities Litig., Master File No. 4:20-cv-02395-JST (N.D. Cal.). The ~~Court~~court also appointed a lead plaintiff and lead counsel for the consolidated matter. The lead plaintiff filed an amended complaint on August 25, 2020, which the Defendants moved to ~~dismiss.~~dismiss on October 23, 2020. The Defendants’ motion, which the plaintiff opposed, was granted in part and denied in part on August 12, 2021. The court dismissed the plaintiff's claims to ~~dismiss has been fully briefed.~~the extent premised upon alleged misrepresentations or omissions relating to churn, but denied the Defendants motion with respect to alleged misstatements regarding purported operating costs. On October 1, 2021, the Company filed an answer denying in part and admitting in part the remaining allegations, and denying any wrongdoing.

Derivative Actions – On July 7, 2020 and October 13, 2020, 2 derivative lawsuits were filed against our ~~chief~~then-chief executive officer, Mr. Flanders, our then-chief financial officer, Mr. Yung, our then-chief operating officer, Mr. Francis, and the members of our Board at the time of ~~Directors~~filing of the complaints (collectively, the “Individual Defendants”), in the United States District Court for the Northern District of California and the Superior Court of California, County of Santa Clara. The cases are captioned Chernet v. Flanders et al., Case No. 3:20-cv-04477-SK (N.D. Cal.), and Lincolnshire Police Pension Fund v. Flanders et al., Case No. 20CV371555 (Cal. Super. Ct.), and also name the Company as a nominal defendant. A third derivative lawsuit was filed against the same defendants on October 5, 2021 in the United States District Court for the Northern District of California, captioned Badwal v. Flanders et al., Case No. 4:21-cv-07795 (N.D. Cal.). The complaints allege, among

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

other things, that beginning on March 19, 2018, the Individual Defendants made or caused the Company to make materially false and misleading statements and/or failed to disclose material information regarding our accounting and modeling assumptions, rate of member churn, profitability, and internal controls. ~~Both~~The Chernet and Lincolnshire complaints purport to assert claims for breach of fiduciary duty, unjust enrichment and waste of corporate assets. The Chernet lawsuit also alleges that the Individual Defendants violated Sections 14(a), 10(b), and 20(a) of the Securities Exchange Act of 1934, and asserts claims for abuse of control and gross mismanagement. The Badwal complaint purports to assert a claim for breach of fiduciary duty, an insider trading claim, and violations of Section 14(a), 10(b) and 20D of the Securities Exchange Act of 1934. The Chernet and Lincolnshirecomplaints seek damages, restitution, attorneys’ fees and costs, and certain measures with respect to ~~the Company’s~~our corporate governance and internal procedures, and (in the Lincolnshire lawsuit) equitable and/or injunctive relief. The Badwal complaint seeks damages, declaratory relief, corporate governance measures, equitable and injunctive relief, restitution and disgorgement, and attorneys' fees and costs. On August 10, 2020, the parties filed a Stipulation and Proposed Order in the Chernet matter to stay the action until and ~~Lincolnshire~~ ~~lawsuits have both been stayed pending~~through the resolution of the Defendants' anticipated motion to dismiss the consolidated securities class action, and filed a similar stipulation in the ~~Securities Class Action,~~ ~~In re eHealth Securities Litig~~Lincolnshire~~., Master File No. 4:20-cv-02395-JST (N.D. Cal.).~~ matter on December 11, 2020. The Chernet stipulation was granted by the court on August 12, 2020 and the Lincolnshire stipulation on December 11, 2020. The agreed-upon stays terminated with the filing of an answer in the securities class action and the parties are engaged in discussions regarding further proceedings.

The Gonzalez and Le’Vias Complaints – On April 6, 2018, a former employee, Lupita Gonzalez, filed a complaint against us in the Superior Court of the State of California for the County of Sacramento (the “Gonzalez Complaint”). On July 1, 2019, 2 other current or former employees, Michael Le’Vias and Ramona Meadows, filed a related complaint against us and eHealth Ins. Serv. Co., in the Superior Court of the State of California for the County of Santa Clara (the “Le’Vias Complaint”). Both complaints asserted claims under the California Private Attorney General Act on behalf of all current and former hourly-paid or non-exempt employees who work or have worked for us in California, based on alleged failures to comply with California wage and hour laws.

The parties have entered into a court-approved settlement agreement that resolves both matters related to the Gonzalez and Le'Vias Complaints, and Plaintiffs Michael Le’Vias and Ramona Meadows have sought dismissal with prejudice of the Le’Vias Complaint. Upon the completion of the distribution of the settlement funds in accordance with the settlement agreement and the court order approving the settlement agreement, the parties will seek a dismissal with prejudice ofboth the Gonzalez ~~Complaint.~~and Le'Vias Complaints have been dismissed with prejudice.

Note 9 – Segment and Geographic Information

Operating Segments

We report segment information based on how our chief executive officer, who is our chief operating decision maker ("CODM"), regularly reviews our operating results, allocates resources and makes decisions regarding our business operations. The performance measures of our segments include total revenue and profit. Our business structure is comprised

~~EHEALTH, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

of 2 operating segments: Medicare and Individual, Family and Small Business. Please refer to Note 1 – Summary of Business and Significant Accounting Policies of the Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2020 for our accounting policies relating to operating segments.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The results of our operating segments are summarized for the periods presented below (in thousands):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Revenue:	Revenue:									Revenue:
Medicare	Medicare	$	73,231	$	80,379	$	194,252	$	176,530	Medicare	$	46,381	$	70,361	$	240,633	$	246,891
Individual, Family and Small Business	Individual, Family and Small Business	23,326		8,387		36,519		18,644		Individual, Family and Small Business	17,533		23,923		54,052		42,567
Total revenue	Total revenue	$	96,557	$	88,766	$	230,771	$	195,174	Total revenue	$	63,914	$	94,284	$	294,685	$	289,458

Segment profit:
Segment profit (loss):										Segment profit (loss):
Medicare segment profit (loss) (1)	Medicare segment profit (loss) (1)	$	(17,804)	$	14,996	$	6,741	$	38,132	Medicare segment profit (loss) (1)	$	(52,882)	$	(14,139)	$	(46,141)	$	23,993
Individual, Family and Small Business segment profit (1)	Individual, Family and Small Business segment profit (1)	17,925		2,738		25,977		5,666		Individual, Family and Small Business segment profit (1)	12,499		18,487		38,476		24,153
Total segment profit		121		17,734		32,718		43,798
Total segment profit (loss)										Total segment profit (loss)	(40,383)		4,348		(7,665)		48,146
Corporate	Corporate	(13,093)		(14,347)		(28,379)		(27,795)		Corporate	(14,827)		(15,581)		(43,206)		(43,376)
Stock-based compensation expense	Stock-based compensation expense	(8,245)		(6,676)		(19,647)		(15,390)		Stock-based compensation expense	(5,234)		(6,332)		(24,881)		(21,722)

Depreciation and amortization(2)	Depreciation and amortization(2)	(3,997)		(2,592)		(7,941)		(4,916)		Depreciation and amortization(2)	(4,899)		(2,995)		(12,840)		(7,911)
Amortization of intangible assets	Amortization of intangible assets	(119)		(373)		(295)		(920)		Amortization of intangible assets	(121)		(287)		(416)		(1,207)

Restructuring charges		0		0		(2,431)		0
Other income, net		172		452		322		825
Restructuring and reorganization charges										Restructuring and reorganization charges	(573)		—		(3,004)		—
Other income (expense), net										Other income (expense), net	189		(101)		511		724
Loss before benefit from income taxes	Loss before benefit from income taxes	$	(25,161)	$	(5,802)	$	(25,653)	$	(4,398)	Loss before benefit from income taxes	$	(65,848)	$	(20,948)	$	(91,501)	$	(25,346)

_____________

(1)During the first quarter of 2021, we revised the calculation of segment profit by excluding amortization of capitalized software development costs to enhance comparability of our financial metrics with peer companies. The amortization of capitalized software development costs were ~~$2.9~~$3.4 million and ~~$1.7~~$2.1 million for the three months ended ~~June~~September 30, 2021 and 2020, respectively, and ~~$5.7~~$9.1 million and ~~$3.2~~$5.3 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

(2)Depreciation and amortization has been adjusted to include amortization of software development costs.

There were no inter-segment revenue transactions for the periods presented. With the exception of contract assets – commissions receivable, which is presented by segment in Note 3 – Supplemental Financial Statement Information, our CODM does not separately evaluate assets by segment, and therefore, assets by segment are not presented.

Geographic Information

Our long-lived assets primarily consist of property and equipment and internally-developed software. Our long-lived assets are attributed to the geographic location in which they are located. Long-lived assets by geographical area are summarized as follows (in thousands):


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
United States	United States	$	43,519	$	40,500	United States	$	45,465	$	40,500
China	China	523		565		China	637		565
Total	Total	$	44,042	$	41,065	Total	$	46,102	$	41,065

2123

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Significant Customers

Substantially all revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 was generated from customers located in the United States. Carriers representing 10% or more of our total revenue are summarized as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
UnitedHealthCare (1)										UnitedHealthCare (1)	21	%	17	%	21	%	21	%
Aetna (1)	Aetna (1)	22	%	15	%	22	%	15	%	Aetna (1)	15	%	12	%	20	%	14	%
UnitedHealthCare (1)		21	%	25	%	21	%	23	%
Humana	Humana	18	%	18	%	18	%	19	%	Humana	20	%	26	%	18	%	21	%
Centene (2)	Centene (2)	12	%	11	%	12	%	11	%	Centene (2)	11	%	8	%	12	%	10	%

__________

(1)Percentages include the carriers' subsidiaries.

(2)Centene Corporation acquired WellCare Health Plans, Inc. in 2020, and the revenue of WellCare is included in the percentage calculation for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020.

Note 10 – Leases

Our leases have remaining lease terms of 2 to 98 years. Certain of these leases have free or escalating rent payment provisions. We recognize lease expense on a straight-line basis over the terms of the leases, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements. Most leases include options to renew, and the exercise of these options is at our discretion.

Total operating lease expenses were $1.9 million and ~~$2.2~~$2.1 million for the three months ended ~~June~~September 30, 2021 and 2020, ~~$3.8~~and $5.7 million and ~~$4.3~~$6.4 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively and sublease income was immaterial for both periods.

~~The following table summarizes the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheets as of the dates presented below (in thousands):~~

June 30, 2021 December 31, 2020
Operating lease right-of-use assets $ 39,996 $ 42,558
Lease liabilities – current $ 5,443 $ 5,192
Lease liabilities – non-current 38,577 41,369
Total operating lease liabilities $ 44,020 $ 46,561

Supplemental information related to leases are as follows (dollars in thousands):


		June 30, 2021			December 31, 2020				September 30, 2021			December 31, 2020
Weighted-average remaining lease term of operating leases	Weighted-average remaining lease term of operating leases	6.8 years			7.2 years			Weighted-average remaining lease term of operating leases	6.6 years			7.2 years
Weighted-average discount rate used to recognize operating lease right-of-use-assets	Weighted-average discount rate used to recognize operating lease right-of-use-assets	5.4		%	5.4		%	Weighted-average discount rate used to recognize operating lease right-of-use-assets	5.4		%	5.4		%
		Six Months Ended June 30,							Nine Months Ended September 30,
		2021			2020				2021			2020
Operating lease expense	Operating lease expense	$	3,825		$	4,272		Operating lease expense	$	5,738		$	6,411
Cash outflows related to operating leases	Cash outflows related to operating leases	3,802			3,199			Cash outflows related to operating leases	5,722			5,173

2224

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

As of ~~June~~September 30, 2021, maturities of operating lease liabilities are as follows (in thousands):


Year ending December 31,	Year ending December 31,			Year ending December 31,
Remainder of 2021	Remainder of 2021	$	3,842	Remainder of 2021	$	1,926
2022	2022	7,701		2022	7,701
2023	2023	8,033		2023	8,033
2024	2024	7,832		2024	7,832
2025	2025	8,009		2025	8,009
Thereafter	Thereafter	19,407		Thereafter	19,407
Total lease payments (1)	Total lease payments (1)	54,824		Total lease payments (1)	52,908
Less imputed interest	Less imputed interest	(10,804)		Less imputed interest	(10,200)
Total	Total	$	44,020	Total	$	42,708

____________

(1)Noncancellable sublease income for the remainder of 2021 and years ending December 31, 2022 and 2023 of ~~$0.6~~$0.3 million, $0.4 million, and $0.4 million, respectively, is not included in the table above.

Note 11 — Restructuring and Reorganization

Our restructuring and reorganization costs and liabilities consist primarily of severance, transition and other related costs. The following table summarizes the cash-based restructuring and reorganization related liabilities (in thousands):


	Nine Months Ended September 30, 2021
Beginning balance	$	—
Restructuring and reorganization charges	3,004
Payments	(2,466)
Ending balance	$	538

In February 2021, we eliminated approximately 89 full-time positions, primarily in the United States, representing approximately 5% of our workforce, primarily within our customer care and enrollment group, and to a lesser extent, in our marketing and advertising, technology and content, and general and administrative groups.

Total pre-tax restructuring charges ~~for the six months ended June 30, 2021~~ were $2.4 million for the nine months ended September 30, 2021, which primarily related to employee termination benefits. Substantially all of the restructuring charges resulted in cash expenditures. The restructuring activities were completed by March 31, 2021. ~~Accrued restructuring charges were $0.1~~

In September 2021, we announced the transition of our chief executive officer. Mr. Scott Flanders resigned as a member of our Board and chief executive officer, effective October 31, 2021. We recognized $0.5 million asin severance costs related to his separation in September 2021 and we expect to recognize an additional $1.9 million in the fourth quarter of ~~June~~2021. Stock-based compensation expense for both three and nine months ended September 30, ~~2021.~~2021 was impacted by a $4.1 million credit related to forfeited equity awards due to Mr. Flanders' separation, which was included in general and administrative expenses on our Condensed Consolidated Statement of Comprehensive Loss.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 12 – Debt

On September 17, 2018, we entered into a Credit Agreement with Royal Bank of Canada (“RBC”), as administrative agent and collateral agent (the “Credit Agreement”). The Credit Agreement provides for a $40.0 million secured asset-backed revolving credit facility with a $5.0 million letter of credit sub-facility.

On December 20, 2019, we amended our revolving credit facility agreement with RBC (the “Amendment”) and increased the borrowing amount from $40.0 million to $75.0 million. The maturity date has been extended to December 20, 2022.

The borrowing base under the Credit Agreement is comprised of an amount equal to (a) the lesser of (i) eighty percent (80%) of Eligible Commissions Receivables (as defined in the Credit Agreement) we actually collected during the immediately preceding period of three months or (ii) eighty percent (80%) of our Eligible Commission Receivables for the immediately succeeding period of three months, plus (b) fifty percent (50%) of our Eligible Commission Receivables for the immediately succeeding period of six months (excluding the immediately succeeding period of three months), in each case subject to reserves established by RBC (the “Borrowing Base”). The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes. The borrowers have the right to prepay the loans under the Credit Agreement in whole or in part at any time without penalty. Subject to availability under the Borrowing Base, amounts repaid may be reborrowed.

Amounts not borrowed under the Credit Agreement will be subject to a commitment fee of 0.5% per annum on the daily unused portion of the credit facility, to be paid in arrears on the first business day of each calendar quarter. At the closing of the Credit Agreement, we paid a one-time facility fee of 1.75% of the total commitments of $40.0 million. We also paid a

~~EHEALTH, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

one-time closing fee of 0.5% of the new commitment of $75.0 million in connection with the Amendment. The Company is also obligated to pay other customary administration fees for a credit facility of this size and type.

The availability under the credit facility was up to the lesser of $40.0 million or the Borrowing Base in the original credit agreement. The Amendment increased the availability up to the lesser of $75.0 million or the Borrowing Base, which may be reduced from time to time pursuant to the Credit Agreement.

Financial covenants in the original Credit Agreement required that we maintain Excess Availability (as defined in the Credit Agreement) at or above $6.0 million at any time. The Amendment also changed the financial covenants to require us to maintain at least $6.0 million of Excess Availability at all times or, if greater, up to $11.3 million depending on our ~~borrowing base~~Borrowing Base as determined by eligible past and future commissions receivable. In addition, the Amendment also included changes in the payment conditions to, among other things, require us to have at least $10.0 million of liquidity or, if greater, up to $18.8 million depending on ~~our borrowing base~~the Borrowing Base as determined by eligible past and future commissions receivable, in order for us to make certain permitted acquisitions, investments, distributions and payments of indebtedness. The Amendment also stated the seasonal amount thresholds used in connection with the cash dominion and field examination covenants in the Credit Agreement.

We incurred $1.2 million of issuance costs in connection with the Credit Agreement, which were capitalized as part of other assets on our Consolidated Balance Sheet in the period we entered into the Credit Agreement. The Amendment did not change the interest rate. In connection with the Amendment, we incurred closing costs totaling $0.5 million, which were capitalized and recorded as other assets on our Consolidated Balance Sheet as of December 31, 2019. The remaining balance of unamortized issuance costs was ~~$0.6~~$0.5 million and $0.7 million as of ~~June~~September 30, 2021 and December 31, 2020, respectively.

As of ~~June~~September 30, 2021, we had 0no outstanding borrowings under our revolving credit facility.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 13 – Income Taxes

The following table summarizes our benefit from income taxes and our effective tax rates for the periods presented below (in thousands, except effective tax rate):


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2021			2020			2021			2020				2021			2020			2021			2020
Loss before benefit from income taxes	Loss before benefit from income taxes	$	(25,161)		$	(5,802)		$	(25,653)		$	(4,398)		Loss before benefit from income taxes	$	(65,848)		$	(20,948)		$	(91,501)		$	(25,346)
Benefit from income taxes	Benefit from income taxes	(6,752)			(2,432)			(6,444)			(4,480)			Benefit from income taxes	(12,834)			(6,443)			(19,278)			(10,923)
Effective tax rate	Effective tax rate	26.8		%	41.9		%	25.1		%	101.9		%	Effective tax rate	19.5		%	30.8		%	21.1		%	43.1		%

For the three and ~~six~~nine months ended ~~June~~September 30, 2021, we recognized a benefit from income taxes of ~~$6.8~~$12.8 million and ~~$6.4~~$19.3 million, representing an effective tax rate of ~~26.8%~~19.5% and ~~25.1%~~21.1%, respectively. These effective tax rates are higher than the statutory federal tax rate due primarily to stock-based compensation adjustments, non-deductible lobbying expenses and state taxes, partially offset by research and development credits. For the three and ~~six~~nine months ended ~~June~~September 30, 2020, we recognized benefits from income taxes of ~~$2.4~~$6.4 million and ~~$4.5~~$10.9 million, representing an effective tax rate of ~~41.9%~~30.8% and ~~101.9%~~43.1%, respectively, which were higher than the statutory federal tax rate due primarily to stock-based compensation adjustments, non-deductible lobbying expenses and state taxes, partially offset by research and development credits.

Assessing the realizability of our deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. We forecast taxable income by considering all available positive and negative evidence, including our history of operating income and losses and our financial plans and estimates that we use to manage the business. These assumptions require significant judgment about future taxable income. As a result, the amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change. We continue to recognize our deferred tax assets as of ~~June~~September 30, 2021, as we believe it is more likely than not that the net deferred tax assets will be realized,

~~EHEALTH, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

with the exception of certain net operating losses and credits that are expected to expire unutilized which have a valuation allowance.

2527

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. The words “expect,” “anticipate,” “believe,” “estimate,” “target,” “goal,” “project,” “hope,” “intend,” “plan,” “seek,” “continue,” “may,” “could,” “should,” “might,” “forecast,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements include, among other things, statements regarding our expectations relating to approved members, new paying members and estimated membership; our estimates regarding the constrained lifetime value of commissions; our expectations relating to revenue, operating costs, cash flows and profitability; our expectations regarding our strategy and investments, including investments in our e-commerce and call center capabilities, technology, agent training and quality assurance efforts; our expectations regarding our Medicare business, including market opportunity, consumer demand and our competitive advantage; our expectations regarding our individual and family business, including anticipated trends and our ability to enroll individuals and families into qualified health plans; the impact of future and existing ~~healthcare~~ laws and regulations on our business; the expected impact of the COVID-19 pandemic on our business; our expectations regarding commission rates, payment rates, conversion rates, plan termination rates and duration, membership retention rates and membership acquisition costs; our expectations regarding health insurance agents licensing and productivity; our expectations regarding beneficiary complaints, customer experience and enrollment quality; our expectations relating to the seasonality of our business; expected competition from government-run health insurance exchanges and other sources; our expectations relating to marketing and advertising expense and expected contributions from our marketing and strategic partnership channels; the timing of our receipt of commission and other payments; our critical accounting policies and related estimates; liquidity and capital needs; political, legislative, regulatory and legal challenges; the merits or potential impact of any lawsuits filed against us; as well as other statements regarding our future operations, financial condition, prospects and business strategies.

We have based these forward-looking statements on our current expectations about future events. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Our actual results may differ materially from those suggested by these forward-looking statements for various reasons, including our ability to retain existing members and enroll new members during the annual healthcare open enrollment period, the Medicare annual enrollment period and other special enrollment period; changes in laws, regulations and guidelines, including in connection with healthcare reform or with respect to the marketing and sale of Medicare plans; competition, including competition from government-run health insurance exchanges and other sources; the seasonality of our business and the fluctuation of our operating results; our ability to accurately estimate membership, lifetime value of commissions and commissions receivable; changes in product offerings among carriers on our ecommerce platform and the resulting impact on our commission revenue; our ability to execute on our growth strategy in the Medicare market; the continued impact of the COVID-19 pandemic on our operations, business, financial condition and growth prospects, as well as on the general economy; changes in our management and key employees; exposure to security risks and our ability to safeguard the security and privacy of confidential data; our relationships with health insurance carriers; customer concentration and consolidation of the health insurance industry; our success in marketing and selling health insurance plans and our unit cost of acquisition; our ability to hire, train, retain and ensure the productivity of licensed health insurance agents and other employees; the need for health insurance carrier and regulatory approvals in connection with the marketing of Medicare-related insurance products; changes in the market for private health insurance; consumer satisfaction of our service and actions we take to improve the quality of enrollments; changes in member conversion rates; changes in commission rates; our ability to sell qualified health insurance plans to subsidy-eligible individuals and to enroll subsidy-eligible individuals through government-run health insurance exchanges; our ability to maintain and enhance our brand identity; our ability to derive desired benefits from investments in our business, including membership growth and retention initiatives; reliance on marketing partners; the impact of our direct-to-consumer email, telephone and television marketing efforts; timing of receipt and accuracy of commission reports; payment practices of health insurance carriers; dependence on our operations in China; the restrictions in our debt obligations; the restrictions in our investment agreement with H.I.G; compliance with insurance and other laws and regulations; the outcome of litigation in which we are involved; ~~and~~ the performance, reliability and availability of our information technology systems, ecommerce platform and underlying network ~~infrastructure~~infrastructure; and those identified under the heading “Risk Factors” in Part II, Item 1A. of this report and those discussed in our other Securities and Exchange Commission filings. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this report are made only as of the date hereof. Except as required by applicable law, we do not undertake, and specifically decline, any obligation to update any of these statements or to publicly announce the results of any revisions to any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise. The following discussion should be read in conjunction with our Annual Report on Form 10-K as filed with the

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~~10-K as filed with the~~ Securities and Exchange Commission in February 2021 and amended in April 2021, and the audited consolidated financial statements and related notes contained therein.

Overview

We are a leading private health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to connect every person with the highest quality, most affordable health insurance and Medicare plans for their life circumstances. Our platform integrates proprietary and third-party developed educational content regarding health insurance plans with decision support tools to aid consumers in what has traditionally been a confusing and opaque health insurance purchasing process, and to help them obtain the health insurance products that meet their individual health and economic needs. Our omnichannel consumer engagement platform enables consumers to use our services online, through interactive chat, or by telephone with a licensed insurance agent. We have created a marketplace that offers consumers a broad choice of insurance products that ~~include~~includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual and family, small business and other ancillary health insurance products from over 200 health insurance carriers across all fifty states and the District of Columbia.

Updates on Business Initiatives

During the third quarter of 2021, we made a number of changes to our telesales and online capabilities with a focus on driving performance and improving enrollment quality in preparation for the annual enrollment period in the fourth quarter.

In 2021, we shifted the mix of our telesales capacity towards full-time internal agents and away from third party vendor agents. In October 2021, we entered the Medicare annual enrollment period with internal agents comprising over 95% of our total agents, the largest number of full-time employed agents in our history and compared to approximately 50% at the same time in 2020. We also made other important changes across our call centers to improve the effectiveness of our agents and further enhance consumer experience. These changes include the migration of our call center technology to a cloud-based contact center and upgraded lead scoring and routing tools. We believe these improvements and new tools provide better support to our agents in their interactions with consumers as we enter into the most critical selling season of the year.

Enrollment quality has been our focus since the launch of our retention program over a year ago, which is ensuring that eHealth presents Medicare beneficiaries with choices that best align with their eligibility status, lifestyle, health conditions and economic means with the goal of minimal disruption in existing provider relationships. We have been seeking additional ways to improve our customer experience, enhance accuracy of plan recommendations and reduce disenrollment. In the third quarter of 2021, we introduced additional mandatory training for our agents, added a new customer care function to verify certain Medicare enrollments prior to submission to the carrier, and expanded other quality assurance efforts. We restructured agent compensation incentives to place more focus on addressing the longer-term coverage needs of customers. As part of the recent migration of our call center technology to a cloud-based contact center, we also implemented a new cloud-based agent monitoring system, which is expected to provide new robust capabilities to train agents and monitor their performance in real time. While we expect these initiatives will enhance the quality of our enrollments generally, the introduction of these efforts to date has resulted in lower conversion rates and longer average talk times for telephonic enrollments.

We continuously look for ways to improve the user experience of our online tools. Ahead of the annual enrollment period, we enhanced our online capabilities by launching an updated recommendation engine. This engine is designed to improve the accuracy of personalized plan-matching. It has machine-learning capabilities and leverages data from online customer interactions to provide recommendations, which we believe improves the online shopping experience and helps Medicare eligible consumers navigate increasingly broad and complex plan choices. Our online Customer Center continues to strengthen and support our relationships with consumers and to help retain their business when it's time to review their plan coverage choices. The Customer Center enables members to create a secure personal profile that stores their prescription drug regimen, preferred doctors and pharmacies, current coverage, and other relevant data, and makes this data available to the member and our licensed agents that they contact. The accessibility of the information facilities plan selection for our agents and members with accounts and also incentivizes members to return to us when their needs change.

Although the investments in our telesales operations, technology and enrollment quality assurance have negatively impacted our third quarter financial results, we believe that they will create long-term competitive advantages for us as carriers place an increasing value on enrollment quality and reduction in beneficiary complaints.

Changes in Senior Management

In September 2021, we announced the appointment of Christine Janofsky as our senior vice president, chief financial officer, effective September 2021. We also announced the resignation of Scott Flanders from his positions as a member of our board of directors and chief executive officer, effective October 31, 2021, and the appointment of Fran Soistman as a member of our board of directors and our chief executive officer, effective November 1, 2021. Mr. Flanders has agreed to provide consulting services to us through December 31, 2021 to assist with the transition of his duties and responsibilities. These executive changes resulted in lower general and administrative expenses in the third quarter of 2021, primarily due to the reversal of stock-based compensation expense related to Mr. Flanders' forfeited equity awards. Severance and other personnel costs related to Mr. Flanders' separation are included in restructuring and reorganization charges on our Condensed Consolidated Statement of Comprehensive Loss in the third quarter of 2021. Part of these severance and other personnel costs will be recognized during his remaining service period in the fourth quarter.

COVID-19 Impact Updates

As of ~~June~~September 30, 2021, all of our offices ~~have reopened~~remained open at reduced capacity and with additional safety and social distancing ~~measures.~~measures as a result of the COVID-19 pandemic. eHealth currently plans to operate with a combination of remote and in-office work in the United States ~~until~~at least through the end of 2021. ~~All of our U.S. offices are currently open with reduced capacity as we continue to monitor the status of COVID-19.~~ We ~~currently~~ plan to increase the number of in-office employees ~~later this~~next year depending upon the COVID-19 vaccination status of our employees as we intend to have only vaccinated employees in the office to promote the health and safety of our employees.

The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration, spread and severity of the pandemic, the availability, effectiveness and uptake of vaccines for COVID-19, the emergence of new variants of COVID-19 and whether existing vaccines are effective with respect to such variants, the actions to contain the disease or mitigate its impact, and the duration, timing and severity of the impact on consumer behavior, including any recession resulting from the pandemic, all of which are unpredictable. ~~The recent~~Due to the surge ~~in the~~of COVID-19 cases caused by the COVID-19 Delta variant, ~~is already having an impact as~~ employees in our California offices are ~~now~~still required by county order to wear masks while in our offices regardless of vaccination status. The emergence of Delta and other variants could cause us to alter our operations and plans for in-office and remote work. See Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q for a discussion of risks related to the COVID-19 pandemic.

~~Current Business Initiatives~~

During the second quarter of 2021, we made progress expanding and enhancing our telesales organization and continued to scale our digital business. With our experience in launching a remote agent model in 2020, we continued to grow our agent workforce to include remote workers, which provides us with better geographic hiring flexibility as we grow our telesales capacity.

Enrollment quality has been a focus in our organization since the launch of our retention program a year ago, and we are seeking additional ways to improve customer experience, enhance accuracy of plan recommendations and reduce rapid disenrollment. Starting in the third quarter of 2021, we introduced mandatory additional training for our agents, added a new customer care function to verify certain Medicare enrollments prior to submission to the carrier, and are expanding other quality assurance efforts. The recent migration of our call center technology to a cloud-based contact center is expected to provide new robust capabilities to train agents and monitor their performance in real time. While we expect these initiatives will enhance the quality of our enrollments generally, the introduction of these efforts to date has resulted in lower conversion rates and longer average talk times for telephonic enrollments.~~We also expect to incur additional expense as we expand our quality initiatives.~~

We believe that our ongoing investments in our telesales operations, technology and quality assurance will present a significant barrier to entry into the Medicare distribution market as carriers place an increasing value on enrollment quality and reduction in beneficiary complaints.

~~H.I.G. Investment~~

On April 30, 2021, upon the terms and subject to the conditions set forth in our investment agreement with Echelon Health SPV, LP, or H.I.G., we issued and sold 2,250,000 shares of newly designated Series A preferred stock to H.I.G. in a private placement at an aggregate purchase price of $225 million, at a price of $100 per share. See ~~Note 6 – Convertible Preferred Stock~~ ~~in our~~ ~~Notes to Condensed Consolidated Financial Statements~~ ~~for details.~~

Summary of Selected Metrics

We rely upon certain metrics to estimate and recognize commission revenue, evaluate our business performance and facilitate strategic planning. Our commission revenue is influenced by a number of factors including but not limited to:

•the number of individuals on applications for Medicare-related, individual and family, small business and ancillary health insurance plans that are approved by the relevant health insurance carriers;

•the number of approved members for Medicare-related, individual and family, small business and ancillary health insurance plans from whom we have received an initial commission payment; and

•the constrained lifetime value ~~or LTV,~~(“LTV”), of approved members for Medicare-related, individual and family and ancillary health insurance plans we sell, as well as the estimated annual value of approved members for small business plans we sell.

Approved Members

Approved members represent the number of individuals on submitted applications that were approved by the relevant insurance carrier for the identified product during the current period. The applications may be submitted in either the current period or prior periods. Not all approved members ultimately become paying members.

The following table shows approved members by product for the period presented:


		Three Months Ended June 30,		% Change			Six Months Ended June 30,				% Change			Three Months Ended September 30,				% Change		Nine Months Ended September 30,		% Change
		2021	2020			2021		2020		2021					2020		2021			2020
Medicare:
Medicare													Medicare
Medicare Advantage	Medicare Advantage	78,569	60,477	30	%		185,453		125,375		48	%	Medicare Advantage	36,836		44,999		(18)	%	222,289	170,374	30	%
Medicare Supplement	Medicare Supplement	6,130	8,794	(30)	%		13,912		19,632		(29)	%	Medicare Supplement	4,258		7,456		(43)	%	18,170	27,088	(33)	%
Medicare Part D	Medicare Part D	6,976	7,603	(8)	%		14,987		16,569		(10)	%	Medicare Part D	5,690		7,485		(24)	%	20,677	24,054	(14)	%
Total Medicare	Total Medicare	91,675	76,874	19	%		214,352		161,576		33	%	Total Medicare	46,784		59,940		(22)	%	261,136	221,516	18	%
Individual and Family:
Individual and Family													Individual and Family
Non-Qualified Health Plans	Non-Qualified Health Plans	4,120	2,798	47	%		9,729		7,618		28	%	Non-Qualified Health Plans	3,241		2,665		22	%	12,970	10,283	26	%
Qualified Health Plans	Qualified Health Plans	5,353	2,512	113	%		11,058		7,057		57	%	Qualified Health Plans	4,991		1,707		192	%	16,049	8,764	83	%
Total Individual and Family	Total Individual and Family	9,473	5,310	78	%		20,787		14,675		42	%	Total Individual and Family	8,232		4,372		88	%	29,019	19,047	52	%
Ancillaries:
Ancillary													Ancillary
Short-term	Short-term	6,462	9,446	(32)	%		14,338		21,584		(34)	%	Short-term	7,313		9,784		(25)	%	21,651	31,368	(31)	%
Dental	Dental	10,406	7,722	35	%		21,576		17,432		24	%	Dental	9,043		10,136		(11)	%	30,619	27,568	11	%
Vision	Vision	4,566	3,764	21	%		9,628		8,265		16	%	Vision	4,332		3,806		14	%	13,960	12,071	16	%
Other	Other	2,614	3,946	(34)	%		5,017		8,271		(39)	%	Other	2,396		2,991		(20)	%	7,413	11,262	(34)	%
Total Ancillaries		24,048	24,878	(3)	%		50,559		55,552		(9)	%
Total Ancillary													Total Ancillary	23,084		26,717		(14)	%	73,643	82,269	(10)	%
Small Business	Small Business	2,588	3,118	(17)	%		5,536		6,721		(18)	%	Small Business	2,320		3,473		(33)	%	7,856	10,194	(23)	%
Total Approved Members	Total Approved Members	127,784	110,180	16	%		291,234		238,524		22	%	Total Approved Members	80,420		94,502		(15)	%	371,654	333,026	12	%

Three Months Ended ~~June~~September 30, 2021 and 2020 – Medicare approved members ~~increased 19%~~decreased 22% in the three months ended ~~June~~September 30, 2021 compared to the same period in 2020. The ~~increase~~decrease in total Medicare approved members was primarily attributable to a ~~30% growth~~decline in ~~Medicare Advantage plan members,~~telesales conversion rate which was primarily driven by additional quality initiatives we introduced during the third quarter of 2021, partially offset by ~~a 30% decline in Medicare Supplement plan members and an 8% decline in Medicare Part D prescription drug plan members in~~ the ~~three months ended June 30, 2021 compared to the same period in 2020. Medicare Advantage enrollment~~ growth ~~in the three months ended June 30, 2021 slowed down compared to the same period in 2020 due to the COVID-related special enrollment period which drove higher growth last year.~~of our online applications.

Individual and family plan approved members grew ~~78%~~88% in the three months ended ~~June~~September 30, 2021 compared to the same period in 2020 due to the favorable market ~~environment, which drove a 113% increase in approved members for qualified health plans and a 47% increase in approved members in non-qualified health plans.~~environment. The individual and family health insurance market is benefiting from the passage of the American Rescue Plan Act in March 2021. This legislation expanded access to premium credits making individual and family major medical plans more affordable, which allows a larger population to get the coverage that our major medical plans offer.

Ancillary plan approved members decreased 3%14% in the three months ended ~~June~~September 30, 2021 compared to the same period in 2020 primarily due to ~~a 32% decline~~decreases in approved members for short-term health insurance plans, dental and ~~a 34% decline in approved members for~~ other ancillary ~~plans,~~insurance, partially offset by an increase in approved members for ~~dental and~~ vision insurance. Small business group health insurance approved members declined ~~17%~~33% in the three months ended ~~June~~September 30, 2021 compared to the same period in 2020 mainly due to the shift of our focus away from the sale of small business products.

~~Six~~

Nine Months Ended ~~June~~September 30, 2021 and 2020 – Medicare approved members increased ~~33%~~18% in the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020. The increase in total Medicare approved members was primarily attributable to ~~a 48% growth~~an increase in Medicare Advantage plan members, partially offset by ~~a 29% decline~~decreases in Medicare Supplement plan members and ~~a 10% decline in~~ Medicare Part D prescription drug plan members induring the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020. The increase in approved Medicare Advantage members was primarily driven by strong consumer demand, online enrollment growth, and an increase in our internal agent productivity during the Medicare Advantage open enrollment ~~period.~~period in the first quarter of 2021, partially offset by a decline in telesales conversion rate during the third quarter of 2021, as described above.

Individual and ~~Family Plan~~family plan approved members grew ~~42%~~52% in the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020 partially due to the favorable market environment resulting from the ~~recent legislation~~passage of the American Rescue Plan Act mentioned ~~above, driven by a 57% increase in approved members for qualified health plans and a 28% increase in approved members in non-qualified health plans.~~above.

Ancillary plan approved members declined 9%10% in the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020 primarily due to ~~a 34% decline~~declines in approved members for short-term health insurance plans and ~~a 39% decrease in approved members for~~ other ancillary plans, partially offset by an increase in approved members for dental and vision insurance. Small business group health insurance approved members declined ~~18%~~23% in the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020 mainly due to the shift of our focus away from the sale of small business products.

New Paying Members

New Paying Members consist of approved members from the period presented and any periods prior to the period presented from whom we have received an initial commission payment during the period presented. The following table shows our new paying members by product for the periods presented below:

Three Months Ended June 30, % Change Six Months Ended June 30, % Change
2021 2020 2021 2020
Medicare:
Medicare Advantage 77,710 57,232 36 % 218,707 143,531 52 %
Medicare Supplement 5,317 7,914 (33) % 15,313 19,474 (21) %
Medicare Part D 6,880 7,505 (8) % 36,019 71,210 (49) %
Total Medicare 89,907 72,651 24 % 270,039 234,215 15 %
Individual and Family:
Non-Qualified Health Plans 4,607 3,817 21 % 15,575 13,370 16 %
Qualified Health Plans 4,604 3,095 49 % 11,243 9,052 24 %
Total Individual and Family 9,211 6,912 33 % 26,818 22,422 20 %
Ancillaries:
Short-term 6,963 9,572 (27) % 18,206 21,832 (17) %
Dental 9,430 6,935 36 % 20,903 17,348 20 %
Vision 4,283 3,646 17 % 10,409 9,217 13 %
Other 2,427 3,474 (30) % 5,176 7,787 (34) %
Total Ancillaries 23,103 23,627 (2) % 54,694 56,184 (3) %
Small Business 2,391 3,138 (24) % 6,516 8,294 (21) %
Total New Paying Members 124,612 106,328 17 % 358,067 321,115 12 %


	Three Months Ended September 30,		% Change		Nine Months Ended September 30,		% Change
	2021	2020			2021	2020
Medicare
Medicare Advantage	38,193	44,528	(14)	%	256,900	188,059	37	%
Medicare Supplement	3,832	6,912	(45)	%	19,145	26,386	(27)	%
Medicare Part D	5,601	7,378	(24)	%	41,620	78,588	(47)	%
Total Medicare	47,626	58,818	(19)	%	317,665	293,033	8	%
Individual and Family
Non-Qualified Health Plans	3,206	2,550	26	%	18,781	15,920	18	%
Qualified Health Plans	4,937	1,548	219	%	16,180	10,600	53	%
Total Individual and Family	8,143	4,098	99	%	34,961	26,520	32	%
Ancillary
Short-term	8,703	10,461	(17)	%	26,909	32,293	(17)	%
Dental	8,862	9,500	(7)	%	29,765	26,848	11	%
Vision	4,563	3,953	15	%	14,972	13,170	14	%
Other	2,534	3,502	(28)	%	7,710	11,289	(32)	%
Total Ancillary	24,662	27,416	(10)	%	79,356	83,600	(5)	%
Small Business	2,230	3,518	(37)	%	8,746	11,812	(26)	%
Total New Paying Members	82,661	93,850	(12)	%	440,728	414,965	6	%

Three Months Ended ~~June~~September 30, 2021 and 2020 – Medicare total new paying members ~~grew 24%~~declined 19% in the three months ended ~~June~~September 30, 2021 compared to the same period in 2020, attributable to a decline in telesales conversion rate, partially offset by the growth of our online applications. Individual and family plan new paying members grew 99% in the three months ended September 30, 2021 compared to the same period in 2020 primarily driven by ~~a 36%~~an increase in ~~Medicare Advantage plan new paying~~approved members ~~partially offset by a 33% decline in Medicare Supplement plan new paying members and an 8% decline in Medicare Part D prescription drug plan new paying members~~. ~~Individual and family plan new paying members grew 33% in the three months ended June 30, 2021 compared to the same period in 2020 due to increases in new paying members~~ for ~~both non-qualified plans and~~ qualified health plans. Ancillary new paying members declined 2%10% in the three months ended ~~June~~September 30, 2021 compared to the same period in 2020 primarily due to a decline in approved members for short-term, dental and other ~~health~~ancillary insurance plans, partially offset by an increase in approved members for vision insurance plans. Small business new paying members declined ~~24%~~37% in the three months ended ~~June~~September 30, 2021 compared to the same period in 2020 primarily due to a decrease in approved members for small business plans.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020 – Medicare total new paying members grew ~~15%~~8% in the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020, primarily driven by ~~a 52%~~an increase in Medicare Advantage plan ~~new paying~~approved members, partially offset by ~~a 49% decrease~~decreases in Medicare Part D prescription drug plan and ~~a 21% decrease in~~ Medicare Supplement plan ~~new paying~~approved members. Individual and family plan new paying members grew ~~20%~~32% in the ~~six~~nine months ended June 30, 2021 compared to the same period in 2020 due to increases in new paying members for non-qualified plans and new paying members for qualified plans. Ancillary new paying members declined 3% in the six months ended JuneSeptember 30, 2021 compared to the same period in 2020 primarily ~~due to a decline~~driven by increases in approved members for ~~short-term~~non-qualified and ~~other health~~qualified plans. ~~Small business~~Ancillary new paying members declined ~~21%~~5% in the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020 primarily due to a decrease in approved members for short-term and other ancillary plans. Small business new paying members declined 26% in the nine months ended September 30, 2021 compared to the same period in 2020 primarily due to a decrease in approved members for small business plans.

Estimated Constrained Lifetime Value of Commissions Per Approved Member

The following table shows our estimated constrained LTV of commissions per approved member by product for the periods presented below:


		Three Months Ended June 30,				% Change			Three Months Ended September 30,				% Change
		2021		2020					2021		2020
Medicare	Medicare							Medicare
Medicare Advantage (1)	Medicare Advantage (1)	$	908	$	945	(4)	%	Medicare Advantage (1)	$	975	$	898	9	%
Medicare Supplement (1)	Medicare Supplement (1)	938		1,134		(17)	%	Medicare Supplement (1)	955		1,071		(11)	%
Medicare Part D (1)	Medicare Part D (1)	216		244		(11)	%	Medicare Part D (1)	227		245		(7)	%
Individual and Family	Individual and Family							Individual and Family
Non-Qualified Health Plans (1)	Non-Qualified Health Plans (1)	243		184		32	%	Non-Qualified Health Plans (1)	254		188		35	%
Qualified Health Plans (1)	Qualified Health Plans (1)	286		258		11	%	Qualified Health Plans (1)	296		244		21	%
Ancillaries
Ancillary								Ancillary
Short-term (1)	Short-term (1)	165		163		1	%	Short-term (1)	157		149		5	%
Dental (1)	Dental (1)	88		60		47	%	Dental (1)	98		84		17	%
Vision (1)	Vision (1)	56		44		27	%	Vision (1)	60		54		11	%
Small Business (2)	Small Business (2)	184		149		23	%	Small Business (2)	186		142		31	%

__________

(1)Constrained LTV of commissions per approved member represents commissions estimated to be collected over the estimated life of an approved member’s plan after applying constraints in accordance with our revenue recognition policy. The estimate is driven by multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated average plan duration, the regulatory environment, and cancellations of insurance plans offered by health insurance carriers with which we have a relationship. These factors may result in varying values from period to period. For additional information on constrained LTV, see Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the year ended December 31, 2020.

(2)For small business, the amount represents the estimated commissions we expect to collect from the plan over the following twelve months. The estimate is driven by multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated average plan duration, the regulatory environment, and cancellations of insurance plans offered by health insurance carriers with which we have a relationship and applied constraints. These factors may result in varying values from period to period.

Medicare

The constrained LTV of commissions per approved member for Medicare Advantage plans grew by 9%, and declined by 11% and 7%, respectively, for Medicare Supplement and Medicare Part D prescription drug ~~and Medicare Advantage~~ plans ~~declined by 17%, 11%, and 4%, respectively,~~ during the three months ended ~~June~~September 30, 2021 compared to the same period in 2020. The increase in constrained LTV of Medicare Advantage plans was due to higher commission rates. The decline in constrained LTV of commissions per approved member for Medicare ~~Advantage~~Supplement and Medicare Supplement plans was partially driven by a shorter average plan duration for telephonic enrollments. The shorter estimated average plan duration was partially attributable to additional opportunities for Medicare Advantage plan members to switch plans during the Medicare Advantage open enrollment period and the COVID-19 related special enrollment period in 2020. The negative impact of these factors was partially offset by an increase in broker commission rates and higher commission rates for new Medicare Advantage enrollments compared to the commissions for enrollments of existing members changing their plans. The decline in constrained LTV for Medicare Part D prescription drug plans was due ~~in part~~ to ~~a shift in consumer demand away from these plans and towards Medicare Advantage plans with prescription drug coverage.~~shorter average plan durations for both products.

Individual and Family and ~~Ancillaries~~Ancillary

The constrained LTV of commissions per non-qualified health plan approved member and qualified health plan approved member increased ~~32%~~35% and ~~11%~~21%, respectively, during the three months ended ~~June~~September 30, 2021 compared with the same period in 2020 mostly due to increased estimates of average plan ~~duration.~~duration and a lower constraint for non-qualified health insurance plans.

~~The constrained LTV of commissions per short-term health insurance approved member remained relatively flat during the three months ended June 30, 2021 compared to the same period in 2020.~~

The constrained LTV of commissions per approved member for short-term health insurance, dental, vision, and ~~vision~~small business insurance plans increased by ~~47%~~5%, 17%, 11%, and ~~27%~~31%, respectively, during the three months ended ~~June~~September 30, 2021 compared with the same period in 2020 primarily due to an increase in estimated average plan ~~duration and lower constraints as a result of reduced volatility based on historical trends.~~duration.

The constraints applied to the total estimated lifetime commissions we expect to receive for selling the plan after the carrier approves an application in order to derive the constrained LTV of commissions for approved members recognized for the periods presented below are summarized as follows:


		Three Months Ended June 30,					Three Months Ended September 30,
		2021		2020			2021		2020
Medicare	Medicare					Medicare
Medicare Advantage	Medicare Advantage	7	%	7	%	Medicare Advantage	7	%	7	%
Medicare Supplement	Medicare Supplement	9	%	5	%	Medicare Supplement	9	%	5	%
Medicare Part D	Medicare Part D	7	%	5	%	Medicare Part D	7	%	5	%
Individual and Family	Individual and Family					Individual and Family
Non-Qualified Health Plans	Non-Qualified Health Plans	7	%	15	%	Non-Qualified Health Plans	7	%	15	%
Qualified Health Plans	Qualified Health Plans	4	%	4	%	Qualified Health Plans	4	%	4	%
Ancillaries
Ancillary						Ancillary
Short-term	Short-term	20	%	20	%	Short-term	20	%	20	%
Dental	Dental	5	%	10	%	Dental	5	%	7	%
Vision	Vision	5	%	10	%	Vision	5	%	5	%
Other	Other	10	%	10	%	Other	10	%	10	%
Small Business	Small Business	5	%	—	%	Small Business	5	%	—	%

The constraints for Medicare Supplement and Medicare Part D prescription drug plans increased during the three months ended ~~June~~September 30, 2021, as compared to the same period in the prior year, due to ~~an increase in volatility and the observed~~ declining LTV ~~trends.~~trends for these products. The constraints for non-qualified health plans decreased during the three months ended ~~June~~September 30, 2021, as compared to the same period in the prior year, due to stabilization of market conditions and ~~reduced volatility.~~increases in LTV values. The constraints for dental ~~and vision~~ plans decreased during the three months ended ~~June~~September 30, 2021, as compared to the same period in the prior year, due to ~~reduced volatility and~~ improved LTV trends. ~~The constraints for small business plans increased during the three months ended June 30, 2021, as compared to the same period in the prior year, due to an increase in volatility.~~

3234

Estimated Membership

Estimated membership represents the estimated number of members active as of the date indicated based on the ~~number of members for whom we have received or applied a commission payment during the period of estimation.~~estimation methodology below. The following table shows estimated membership by product for the periods presented below:


		As of June 30,		% Change			As of September 30,		% Change
		2021	2020				2021	2020
Medicare (1)	Medicare (1)					Medicare (1)
Medicare Advantage	Medicare Advantage	562,905	407,243	38	%	Medicare Advantage	559,235	421,237	33	%
Medicare Supplement	Medicare Supplement	99,306	94,838	5	%	Medicare Supplement	99,622	96,525	3	%
Medicare Part D	Medicare Part D	214,744	213,949	—	%	Medicare Part D	216,582	216,641	—	%
Total Medicare	Total Medicare	876,955	716,030	22	%	Total Medicare	875,439	734,403	19	%

Individual and Family (2)	Individual and Family (2)	107,466	115,832	(7)	%	Individual and Family (2)
Ancillaries (3)
Non-Qualified Health Plans						Non-Qualified Health Plans	84,260	92,054	(8)	%
Qualified Health Plans						Qualified Health Plans	23,866	20,780	15	%
Total Individual and Family						Total Individual and Family	108,126	112,834	(4)	%
Ancillary (3)						Ancillary (3)
Short-term	Short-term	18,032	23,203	(22)	%	Short-term	17,073	24,105	(29)	%
Dental	Dental	115,990	118,198	(2)	%	Dental	122,126	116,846	5	%
Vision	Vision	69,062	68,666	1	%	Vision	69,210	67,944	2	%
Other	Other	33,015	35,404	(7)	%	Other	32,957	36,158	(9)	%
Total Ancillaries		236,099	245,471	(4)	%
Total Ancillary						Total Ancillary	241,366	245,053	(2)	%
Small Business (4)	Small Business (4)	46,450	40,090	16	%	Small Business (4)	45,697	44,424	3	%
Total Estimated Membership	Total Estimated Membership	1,266,970	1,117,423	13	%	Total Estimated Membership	1,270,628	1,136,714	12	%

__________________

(1)To estimate the number of members on Medicare-related health insurance plans, we take the sum of (i) the number of members for whom we have ~~applied~~received or ~~expected to receive~~applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine through confirmations from a health insurance carrier that a commission payment is delayed or is inaccurate as of the date of estimation, we adjust the estimated membership to also reflect the number of members for whom we expect to receive or to refund a commission payment. Further, to the extent we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation.

(2)To estimate the number of members on Individual and Family health insurance plans (“IFP”), we take the sum of (i) the number of IFP members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation.

(3)To estimate the number of members on ancillary health insurance plans (such as short-term, dental and vision insurance), we take the sum of (i) the number of members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation. The one to three-month period varies by insurance product and is largely dependent upon the timeliness of commission payment and related reporting from the related carriers.

(4)To estimate the number of members on small business health insurance plans, we use the number of initial members at the time the group was approved, and we update this number for changes in membership if such changes are reported to us by the group or carrier. However, groups generally notify the carrier directly of policy cancellations and increases or decreases in group size without informing us. Health insurance carriers often do not communicate policy cancellation information or group size changes to us. We often are made aware of policy cancellations and group size changes at the time of annual renewal and update our membership statistics accordingly in the period they are reported.

A member who purchases and is active on multiple standalone insurance plans will be counted as a member more than once. For example, a member who is active on both an individual and family health insurance plan and a standalone dental plan will be counted as two continuing members.

Health insurance carriers bill and collect insurance premiums paid by our members. The carriers 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 plans do so by discontinuing their premium payments to the carrier or notifying the carrier directly 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.

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 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 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 do not update our estimated membership numbers reported in previous periods. Instead, we reflect updated information regarding our historical membership in the membership estimate for the current period. If we experience a significant variance in historical membership as compared to our initial estimates, we keep the prior period data consistent with previously reported amounts, while we may provide the updated information in other communications or disclosures. As a result of the delay in our receipt of information from insurance carriers, actual trends in our membership are most discernible over periods longer than from one quarter to the next. 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 conditions on our membership retention. Various circumstances could cause the assumptions and estimates that we make in connection with estimating our membership to be inaccurate, which would cause our membership estimates to be inaccurate.

Historically, our membership estimates in a particular quarter have not been significantly different when compared to membership data received from carriers in a subsequent quarter. However, we experienced a larger deviation in the actual Medicare Advantage membership, which was lower than our initial estimate, for the first quarter of 2020. This deviation was primarily due to the time delay in our receiving information from ~~our~~ carriers and a higher level of plan cancellations than expected. The difference between our estimates and carrier data have returned to our historical ranges since that time.

Medicare-related plan estimated membership as of ~~June~~September 30, 2021 grew ~~22%~~19% compared to estimated membership as of ~~June~~September 30, 2020 due to a ~~38%~~33% growth in Medicare Advantage estimated membership and a 5%3% growth in Medicare Supplement plan estimated membership. The overall growth in Medicare estimated membership was due to increased sales of Medicare Advantage plans.

Individual and family plan estimated membership as of ~~June~~September 30, 2021 declined 7%4% compared to estimated membership as of ~~June~~September 30, 2020 due to overall market conditions in the individual and family plan market, despite the recent stabilization and improvement, and the shift of our investment towards Medicare. Ancillary plan estimated membership as of ~~June~~September 30, 2021 declined 4%2% compared to estimated membership as of ~~June~~September 30, 2020 primarily as a result of the decline in ~~dental and~~ short-term health plans estimated membership.

Member Acquisition

Marketing initiatives are an important component of our strategy to increase revenue and are primarily designed to encourage consumers to complete an application for health insurance. Variable marketing cost represents direct costs incurred in member acquisition from our direct, marketing partners and online advertising channels. In addition, we incur customer care and enrollment (“CC&E”) expenses in assisting applicants during the enrollment process. Variable marketing costs exclude fixed overhead costs, such as personnel related costs, consulting expenses, facilities and other operating costs allocated to the marketing and advertising department.

The following table shows the estimated variable marketing cost per approved member and the estimated customer care and enrollment expense per approved member metrics for the periods presented below. The numerator used to calculate each metric is the portion of the respective operating expenses for marketing and advertising and customer care and enrollment that is directly related to member acquisition for our sale of Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans (collectively, “Medicare Plans”) and for all individual and family major medical plans and short-term

health insurance (collectively, “IFP Plans”), respectively. The denominator used to calculate each metric is based on a derived metric that represents the relative value of the new members acquired. For Medicare Plans, we call this derived metric Medicare Advantage (“MA”)-equivalent members, and for IFP Plans, we call this derived metric IFP-equivalent members. The calculations for MA-equivalent members and for IFP-equivalent members are based on the weighted number of approved members for Medicare Plans and IFP Plans during the period, with the number of approved members adjusted based on the relative LTV of the product they are purchasing. Since the LTV for any product fluctuates from period to period, the weight given to each product was determined based on their relative LTVs at the time of our adoption of Accounting Standards Codification 606 – Revenue from Contracts with Customers ("ASC 606").


		Three Months Ended June 30,				% Change			Three Months Ended September 30,				% Change
		2021		2020					2021		2020
Medicare:
Medicare								Medicare
Estimated CC&E cost per approved MA-equivalent approved member (1)	Estimated CC&E cost per approved MA-equivalent approved member (1)	$	418	$	354	18	%	Estimated CC&E cost per approved MA-equivalent approved member (1)	$	1,099	$	759	45	%
Estimated variable marketing cost per MA-equivalent approved member (1)	Estimated variable marketing cost per MA-equivalent approved member (1)	412		334		23	%	Estimated variable marketing cost per MA-equivalent approved member (1)	775		422		84	%
Total Medicare estimated cost per approved member	Total Medicare estimated cost per approved member	$	830	$	688	21	%	Total Medicare estimated cost per approved member	$	1,874	$	1,181	59	%
Individual and Family Plan:
Individual and Family Plan								Individual and Family Plan
Estimated CC&E cost per IFP-equivalent approved member (2)	Estimated CC&E cost per IFP-equivalent approved member (2)	$	103	$	105	(2)	%	Estimated CC&E cost per IFP-equivalent approved member (2)	$	119	$	137	(13)	%
Estimated variable marketing cost per IFP-equivalent approved member (2)	Estimated variable marketing cost per IFP-equivalent approved member (2)	65		60		8	%	Estimated variable marketing cost per IFP-equivalent approved member (2)	65		79		(18)	%
Total IFP estimated cost per approved member	Total IFP estimated cost per approved member	$	168	$	165	2	%	Total IFP estimated cost per approved member	$	184	$	216	(15)	%

__________________

(1)MA-equivalent approved members is a derived metric with a Medicare Part D approved member being weighted at 25% of a Medicare Advantage member and a Medicare Supplement member based on their relative LTVs at the time of our adoption of ASC 606. We calculate the number of approved MA-equivalent members by adding the total number of approved Medicare Advantage and Medicare Supplement members and 25% of the total number of approved Medicare Part D members during the period presented.

(2)IFP-equivalent approved members is a derived metric with a short-term approved member being weighted at 33% of a major medical individual and family health insurance plan member based on their relative LTVs at the time of our adoption of ASC 606. We calculate the number of approved IFP-equivalent members by adding the total number of approved qualified and non-qualified health plan members and 33% of the total number of short-term approved members during the period presented.

Estimated CC&E cost per approved MA-equivalent member increased ~~18%~~45% in the three months ended ~~June~~September 30, 2021 compared to the same period in 2020 due to lower enrollment volume resulting from enrollment quality initiatives, a decline in our telesales conversion rate and an earlier start into our ~~increase in internal agent headcount with the goal of~~ staffing ~~our telesales capacity with at least 90% of internal agents~~increase for the Medicare annual enrollment period this year. In October 2021, we entered this annual enrollment period with over 95% of our sales force consisting of internal agents. We believe that this investment in internal telesales capacity will ~~better position us for enrollment growth in the fourth quarter annual enrollment period~~strengthen our telesales organization and to improve enrollment ~~quality.~~quality going forward. Estimated variable marketing cost per MA-equivalent member increased ~~23% partially~~84% primarily due to ~~the COVID-related special~~lower enrollment ~~period that occurred primarily in 2020 benefiting our~~volume as a result of lower conversion rates ~~both online and in~~from our ~~call centers, as~~telephonic leads. In addition, a significantly higher proportion of inbound website visitors and callers were eligible to switch plans. The increase in marketing cost per MA-equivalent member was also driven by an ongoing shift away from the traditional channels andgreater focus ~~more~~ on our online advertising channel ~~which~~also contributed to the increase as it carries higher per enrollment marketing costs but lower customer care and enrollment costs.

Estimated CC&E cost per approved IFP-equivalent member decreased 2%13% in the three months ended ~~June~~September 30, 2021 compared to the same period in 2020 due primarily to an increase in agent productivity. Estimated variable marketing cost per IFP-equivalent member ~~increased 8%~~decreased 18% in the three months ended ~~June~~September 30, 2021 compared to the same period in 2020 due to an ~~increase in marketing costs to drive~~extended special open enrollment ~~growth.~~period.

3537

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 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 comprehensive income 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 and contract assets - commission receivable;

•Stock-Based Compensation; and

•Accounting for Income Taxes.

There have been no changes to our critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021 and amended on April 29, 2021, that have had a significant impact on our condensed consolidated financial statements and related notes. 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, 2020, for a complete discussion of our other critical accounting policies and estimates.

3638

Results of Operations

Our operating results and related percentage of total revenue are summarized below for the periods presented (dollars in thousands):


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
		2021				2020				2021				2020					2021				2020				2021				2020
Revenue:
Revenue																		Revenue
Commission	Commission	$	89,823	93	%	$	80,773	91	%	$	216,875	94	%	$	180,442	92	%	Commission	$	59,191	93	%	$	73,544	78	%	$	276,066	94	%	$	253,986	88	%
Other	Other	6,734		7	%	7,993		9	%	13,896		6	%	14,732		8	%	Other	4,723		7	%	20,740		22	%	18,619		6	%	35,472		12	%
Total revenue	Total revenue	96,557		100	%	88,766		100	%	230,771		100	%	195,174		100	%	Total revenue	63,914		100	%	94,284		100	%	294,685		100	%	289,458		100	%
Operating costs and expenses (1)	Operating costs and expenses (1)																	Operating costs and expenses (1)
Cost of revenue	Cost of revenue	246		—	%	540		1	%	1,242		1	%	1,678		1	%	Cost of revenue	(25)		—	%	482		1	%	1,217		—	%	2,160		1	%
Marketing and advertising	Marketing and advertising	44,581		46	%	32,873		37	%	95,455		41	%	70,637		36	%	Marketing and advertising	43,317		68	%	33,405		35	%	138,772		47	%	104,042		36	%
Customer care and enrollment	Customer care and enrollment	38,362		40	%	27,148		31	%	72,524		31	%	57,683		30	%	Customer care and enrollment	48,956		77	%	43,342		46	%	121,480		41	%	101,025		35	%
Technology and content	Technology and content	20,464		21	%	13,373		15	%	43,627		19	%	29,113		15	%	Technology and content	20,369		31	%	17,673		19	%	63,996		22	%	46,786		16	%
General and administrative	General and administrative	18,118		19	%	20,713		23	%	41,172		18	%	40,366		21	%	General and administrative	16,640		26	%	19,942		21	%	57,812		20	%	60,308		21	%
Amortization of intangible assets	Amortization of intangible assets	119		—	%	373		—	%	295		—	%	920		—	%	Amortization of intangible assets	121		—	%	287		—	%	416		—	%	1,207		—	%

Restructuring charges		—		—	%	—		—	%	2,431		1	%	—		—	%
Restructuring and reorganization charges																		Restructuring and reorganization charges	573		1	%	—		—	%	3,004		1	%	—		—	%

Total operating costs and expenses	Total operating costs and expenses	121,890		126	%	95,020		107	%	256,746		111	%	200,397		103	%	Total operating costs and expenses	129,951		203	%	115,131		122	%	386,697		131	%	315,528		109	%
Loss from operations	Loss from operations	(25,333)		(26)	%	(6,254)		(7)	%	(25,975)		(11)	%	(5,223)		(3)	%	Loss from operations	(66,037)		(103)	%	(20,847)		(22)	%	(92,012)		(31)	%	(26,070)		(9)	%
Other income, net		172		—	%	452		1	%	322		—	%	825		—	%
Other income (expense), net																		Other income (expense), net	189		—	%	(101)		—	%	511		—	%	724		—	%
Loss before benefit from income taxes	Loss before benefit from income taxes	(25,161)		(26)	%	(5,802)		(7)	%	(25,653)		(11)	%	(4,398)		(2)	%	Loss before benefit from income taxes	(65,848)		(103)	%	(20,948)		(22)	%	(91,501)		(31)	%	(25,346)		(9)	%
Benefit from income taxes	Benefit from income taxes	(6,752)		(7)	%	(2,432)		(3)	%	(6,444)		(3)	%	(4,480)		(2)	%	Benefit from income taxes	(12,834)		(20)	%	(6,443)		(7)	%	(19,278)		(7)	%	(10,923)		(4)	%
Net income (loss)		$	(18,409)	(19)	%	$	(3,370)	(4)	%	$	(19,209)	(8)	%	$	82	—	%
Net loss																		Net loss	$	(53,014)	(83)	%	$	(14,505)	(15)	%	$	(72,223)	(24)	%	$	(14,423)	(5)	%

____________

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Marketing and advertising	Marketing and advertising	$	2,140	$	1,539	$	4,625	$	3,269	Marketing and advertising	$	2,297	$	1,869	$	6,922	$	5,138
Customer care and enrollment	Customer care and enrollment	692		573		1,161		1,235		Customer care and enrollment	740		527		1,901		1,762
Technology and content	Technology and content	2,360		(82)		5,103		1,535		Technology and content	2,380		1,430		7,483		2,965
General and administrative	General and administrative	3,053		4,646		8,758		9,351		General and administrative	(183)		2,506		8,575		11,857

Total stock-based compensation expense	Total stock-based compensation expense	$	8,245	$	6,676	$	19,647	$	15,390	Total stock-based compensation expense	$	5,234	$	6,332	$	24,881	$	21,722

3739

Revenue

Our commission revenue, other revenue and total revenue are summarized as (dollars in thousands):


		Three Months Ended June 30,						Change				Six Months Ended June 30,						Change					Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change
		2021			2020			$		%		2021			2020			$		%			2021			2020			$		%		2021			2020			$		%
Commission	Commission	$	89,823		$	80,773		$	9,050	11	%	$	216,875		$	180,442		$	36,433	20	%	Commission	$	59,191		$	73,544		$	(14,353)	(20)	%	$	276,066		$	253,986		$	22,080	9	%
% of total revenue	% of total revenue	93		%	91		%					94		%	92		%					% of total revenue	93		%	78		%					94		%	88		%
Other	Other	6,734			7,993			(1,259)		(16)	%	13,896			14,732			(836)		(6)	%	Other	4,723			20,740			(16,017)		(77)	%	18,619			35,472			(16,853)		(48)	%
% of total revenue	% of total revenue	7		%	9		%					6		%	8		%					% of total revenue	7		%	22		%					6		%	12		%
Total revenue	Total revenue	$	96,557		$	88,766		$	7,791	9	%	$	230,771		$	195,174		$	35,597	18	%	Total revenue	$	63,914		$	94,284		$	(30,370)	(32)	%	$	294,685		$	289,458		$	5,227	2	%

Three Months Ended ~~June~~September 30, 2021 and 2020 – Commission revenue decreased $14.4 million, or 20%, during the three months ended September 30, 2021 compared to the same period in 2020 due to an $8.8 million decrease in commission revenue from the Medicare segment and a $5.5 million decrease in commission revenue from the Individual, Family and Small Business segment.

The decrease in commission revenue from the Medicare segment during the three months ended September 30, 2021 compared to the same period in 2020 was due to a 22% decline in approved members primarily attributable to an 18% decline of approved members for Medicare Advantage plans, partially offset by a 9% increase in Medicare Advantage LTVs. The decrease in commission revenue from the Individual, Family and Small Business segment was due primarily to a $7.0 million decrease in net adjustment revenue from members enrolled in prior periods, partially offset by an 88% increase in approved individual and family plan members due to a favorable market environment, and higher lifetime values for individual and family plan and certain ancillary products.

Other revenue declined $16.0 million, or 77%, during the three months ended September 30, 2021 compared to the same period in 2020 due primarily to a decrease in Medicare sponsorship and advertising revenue driven by reduced sponsorship activity, a decline in Medicare enrollment volumes year-over-year, and timing, with certain advertising arrangements commencing in the fourth quarter as compared to the third quarter in 2020.

Nine Months Ended September 30, 2021 and 2020 – Commission revenue increased ~~$9.1~~$22.1 million, or ~~11%~~9%, during the ~~three~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020 due to a ~~$14.9~~$12.1 million increase in commission revenue from the Individual, Family and Small Business segment ~~partially offset by~~and a ~~$5.8~~$10.0 million ~~decrease~~increase in commission revenue from the Medicare segment.

The ~~decrease~~increase in commission revenue from the Medicare segment was driven by an 18% increase in Medicare plan approved members, driven primarily ~~due~~by a 30% growth in Medicare Advantage plan approved members compared to ~~lower LTVs and~~2020, partially offset by a decrease in net commission revenue from Medicare members approved in prior periods ~~or negative adjustment revenue,~~ which was primarily attributable ~~due~~ to Medicare Supplement and Medicare Part D prescription drug plans. The increase in commission revenue from the Individual, Family and Small Business segment was primarily driven by a ~~$13.8~~$8.6 million increase in net adjustment revenue, ~~78%~~52% increase in individual and family major medical plan approved members, 35% increase in dental plan approved members and 21% increase in vision plan approved members. The increase in net adjustment revenue from the Individual, Family and Small Business segment was attributable to increase in LTV and higher demand of individual and family plans, dental and vision products. See ~~Segment Information~~ ~~below for further discussion.~~

~~Other revenue declined $1.3 million, or 16%, during the three months ended June 30, 2021 compared to the same period in 2020 due to a decrease in sponsorship and advertising revenue.~~

~~Six Months Ended June 30, 2021 and 2020~~ – Commission revenue increased $36.4 million, or 20%, during the six months ended June 30, 2021 compared to the same period in 2020 due to a $18.8 million increase in commission revenue from the Medicare segment and a $17.6 million increase in commission revenue from the Individual, Family and Small Business segment.

The increase in commission revenue from the Medicare segment was driven by a 33% increase in Medicare plan approved members, primarily attributable to a 48% growth in Medicare Advantage plan approved members compared to 2020, partially offset by lower LTVs and a decrease in net commission revenue from Medicare members approved in prior periods which was primarily attributable to Medicare Part D prescription drug plans. The increase in commission revenue from the Individual, Family and Small Business segment was primarily driven by a $15.7 million increase in net adjustment revenue, 42% increase in individual and family major medical plan approved members, 24%11% increase in dental plan approved members, and 16% increase in vision plan approved members. See Segment Information below for further discussion.

Other revenue decreased ~~$0.8~~$16.9 million, or 6%48%, during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020 due to a decrease in Medicare sponsorship and advertising ~~revenue.~~revenue also related to timing as mentioned above.

We believe that the nature of our sponsorship arrangements with carriers will evolve and be driven by the quality of broker enrollments to a greater extent compared to the prior arrangements which were more focused on volume.

Cost of Revenue

Cost of revenue consists of payments related to health insurance plans 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 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.

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 plans. These transfers include primarily Medicare plan members. Consideration for all book-of-business transfers is being amortized to cost of revenue as we recognize commission revenue related to the transferred members.

Our cost of revenue is summarized as follows (dollars in thousands):


		Three Months Ended June 30,						Change				Six Months Ended June 30,						Change					Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change
		2021			2020			$		%		2021			2020			$		%			2021			2020			$		%		2021			2020			$		%
Cost of revenue	Cost of revenue	$	246		$	540		$	(294)	(54)	%	$	1,242		$	1,678		$	(436)	(26)	%	Cost of revenue	$	(25)		$	482		$	(507)	(105)	%	$	1,217		$	2,160		$	(943)	(44)	%
% of total revenue	% of total revenue	1		%	—		%					1		%	1		%					% of total revenue	—		%	1		%					—		%	1		%

Three Months Ended ~~June~~September 30, 2021 and 2020 – Cost of revenue decreased by ~~$0.3~~$0.5 million during the three months ended ~~June~~September 30, 2021, compared to the same period in 2020, primarily due to decreased activity from our revenue sharing arrangements.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020 – Cost of revenue decreased by ~~$0.4~~$0.9 million during the three months ended ~~June~~September 30, 2021, compared to the same period in 2020, primarily due to decreased activity from our revenue sharing arrangements.

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 marketing and advertising expenses are summarized as follows (dollars in thousands):
Three Months Ended June 30, Change Six Months Ended June 30, Change
2021 2020 $ % 2021 2020 $ %
Marketing and advertising $ 44,581 $ 32,873 $ 11,708 36 % $ 95,455 $ 70,637 $ 24,818 35 %
% of total revenue 46 % 37 % 41 % 36 %


	Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change
	2021			2020			$		%		2021			2020			$		%
Marketing and advertising	$	43,317		$	33,405		$	9,912	30	%	$	138,772		$	104,042		$	34,730	33	%
% of total revenue	68		%	35		%					47		%	36		%

Three Months Ended ~~June~~September 30, 2021 and 2020 – Marketing and advertising expenses increased ~~$11.7~~$9.9 million, or ~~36%~~30%, during the three months ended ~~June~~September 30, 2021 compared to the same period in 2020, primarily driven by a $10.2 million increase in Medicare plan related variable advertising, $0.4 million in stock-based compensation expenses and $0.4 million in facilities and other costs, partially offset by decreases of $0.6 million in consulting expenses and $0.6 million in personnel and compensation costs. The increase in variable advertising expense was due to an ~~$11.9~~increase in our advertising expense per approved Medicare member, partially offset by a decline in the number of approved members during the quarter.

Nine Months Ended September 30, 2021 and 2020 – Marketing and advertising expenses increased $34.7 million, or 33%, during the nine months ended September 30, 2021 compared to the same period in 2020, primarily driven by a $36.1 million increase in Medicare plan related variable advertising and ~~$0.6~~$1.8 million in stock-based compensation expenses, partially offset by decreases of ~~$0.5~~$2.2 million in consulting expenses and ~~$0.5~~$1.8 million in personnel and compensation costs. The increase in variable advertising expenses was due to an increase in our advertising expense through our partner and online channels.

~~Six Months Ended June 30, 2021 and 2020~~ – Marketing and advertising expenses increased $24.8 million, or 35%, during the six months ended June 30, 2021 compared to the same period in 2020, primarily driven by a $25.9 million increase in Medicare plan related variable advertising and $1.3 million in stock-based compensation expenses, partially offset by decreases of $1.6 million in consulting expenses and $1.2 million in personnel and compensation costs. The increase in variable advertising expenses was due to an increase in our advertising expense through our partner and online channels.

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Customer Care and Enrollment

Customer care and enrollment expenses primarily consist of compensation, benefits, and licensing costs for personnel engaged in assistance to applicants who call our customer care center and for enrollment personnel who assist applicants during the enrollment process. Our customer care and enrollment expenses also include third-party call center costs.

Our customer care and enrollment expenses are summarized as follows (dollars in thousands):
Three Months Ended June 30, Change Six Months Ended June 30, Change
2021 2020 $ % 2021 2020 $ %
Customer care and enrollment $ 38,362 $ 27,148 $ 11,214 41 % $ 72,524 $ 57,683 $ 14,841 26 %
% of total revenue 40 % 31 % 31 % 30 %


	Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change
	2021			2020			$		%		2021			2020			$		%
Customer care and enrollment	$	48,956		$	43,342		$	5,614	13	%	$	121,480		$	101,025		$	20,455	20	%
% of total revenue	77		%	46		%					41		%	35		%

Three Months Ended ~~June~~September 30, 2021 and 2020 – Customer care and enrollment expenses increased ~~$11.2~~$5.6 million, or ~~41%~~13%, during the three months ended ~~June~~September 30, 2021 compared to the same period in 2020, primarily due to increases of ~~$7.5~~$15.1 million in personnel costs ~~associated with an increase~~reflecting our investment in ~~customer care and enrollment headcount as we focus on the expansion~~earlier onboarding of our internal telesales team ~~to strengthen~~and strengthening our resources in advance of the ~~AEP~~Medicare annual enrollment period as noted below ~~$2.4~~and $1.9 million in facilities and other costs as well as a decline in telephonic conversion rates, partially offset by decreases of $8.4 million in external agents and consulting expenses, and ~~$0.6~~$3.2 million in licensing costs.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020 – Customer care and enrollment expenses increased ~~$14.8~~$20.5 million, or ~~26%~~20%, during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020, primarily due to ~~an increase~~increases of ~~$13.6~~$28.7 million in personnel costs ~~associated with an increase~~reflecting our investment in ~~customer care~~earlier onboarding of our internal telesales team and strengthening our resources in advance of the Medicare annual enrollment ~~headcount~~period as noted below ~~$1.4~~and $2.4 million ~~in consulting expenses, and $0.6~~ in facilities and other costs, partially offset by decreases of ~~$1.1~~$7.0 million in consulting expenses and $4.4 million in licensing costs. The decrease in licensing costs was primarily due to previously over-recognized licensing costs that were adjusted during the first quarter of 2021.

We have shifted to a predominantly internal agent model and intend to employ and maintain the majority of our health insurance agent force year-round. In 2021, we started internal agent hiring and training earlier in the year compared to 2020, with the largest headcount increase ~~planned for~~in the second and third quarters. During the three months ended ~~June~~September 30, 2021, we made progress expanding and enhancing our telesales organization and continued to scale our digital business. In October 2021, we entered the annual enrollment period with over 95% of our sales force consisting of internal agents, the largest number of full-time agents in our company's history. We ~~anticipate additional spend~~also incurred more spending on agent training and the expansion of our customer service team in the third and fourth quarters, including the addition of a new customer care role to verify Medicare enrollments prior to submission and expanding our quality assurance efforts. Over time, we expect for these initiatives to result in improved ~~agent efficiency,~~enrollment quality, higher LTVs, as well as stronger consumer awareness of our choice platform.

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 portion 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.

Our technology and content expenses are summarized as follows (dollars in thousands):


		Three Months Ended June 30,						Change				Six Months Ended June 30,						Change					Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change
		2021			2020			$		%		2021			2020			$		%			2021			2020			$		%		2021			2020			$		%
Technology and content	Technology and content	$	20,464		$	13,373		$	7,091	53	%	$	43,627		$	29,113		$	14,514	50	%	Technology and content	$	20,369		$	17,673		$	2,696	15	%	$	63,996		$	46,786		$	17,210	37	%
% of total revenue	% of total revenue	21		%	15		%					19		%	15		%					% of total revenue	31		%	19		%					22		%	16		%

4042

Three Months Ended ~~June~~September 30, 2021 and 2020 – Technology and content expenses increased ~~$7.1~~$2.7 million, or ~~53%~~15%, during the three months ended ~~June~~September 30, 2021 compared to the same period in 2020 primarily driven by increases of ~~$2.6~~$1.7 million in depreciation and amortization expenses, $1.0 million in stock-based compensation expense and $0.9 million in personnel and compensation costs due to higher headcount, ~~$2.4~~partially offset by $0.6 million decrease in facilities and other operating costs and $0.3 million in ~~stock-based compensation expense, and $1.2 million in amortization of internal software development costs.~~consulting expenses.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020 – Technology and content expenses increased ~~$14.5~~$17.2 million, or ~~50%~~37%, during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020 primarily driven by increases of ~~$5.8~~$6.8 million in personnel and compensation costs due to higher headcount, ~~$3.6~~$4.5 million in stock-based compensation expense, ~~$2.5~~$4.3 million in depreciation and amortization ~~of internal software development costs, $1.8~~expenses, and $1.2 million in facilities and other operating costs.

General and Administrative

General and administrative expenses include compensation and benefits costs for personnel working in our executive, finance, 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.

Our general and administrative expenses are summarized as follows (dollars in thousands):


		Three Months Ended June 30,						Change				Six Months Ended June 30,						Change					Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change
		2021			2020			$		%		2021			2020			$		%			2021			2020			$		%		2021			2020			$		%
General and administrative	General and administrative	$	18,118		$	20,713		$	(2,595)	(13)	%	$	41,172		$	40,366		$	806	2	%	General and administrative	$	16,640		$	19,942		$	(3,302)	(17)	%	$	57,812		$	60,308		$	(2,496)	(4)	%
% of total revenue	% of total revenue	19		%	23		%					18		%	21		%					% of total revenue	26		%	21		%					20		%	21		%

Three Months Ended ~~June~~September 30, 2021 and 2020 – General and administrative expenses decreased ~~$2.6~~$3.3 million, or ~~13%~~17%, during the three months ended ~~June~~September 30, 2021 compared to the same period in 2020, primarily driven by decreases of ~~$1.6~~$2.7 million in stock-based compensation expenses, ~~$1.5~~$1.8 million in personnel and compensation costs, and $0.5 million in consulting expenses, partially offset by an increase of $1.3 million in other professional fees.

Nine Months Ended September 30, 2021 and 2020 – General and administrative expenses decreased $2.5 million, or 4%, during the nine months ended September 30, 2021 compared to the same period in 2020, primarily driven by decreases of $3.3 million in stock-based compensation expenses, $2.4 million in personnel and compensation costs and $1.1 million in consulting expenses, partially offset by an increase of ~~$1.0~~$2.7 million in ~~shareholder engagement costs.~~other professional fees, $0.8 million in facilities and other operating costs and $0.5 million in depreciation and amortization expenses.

The decrease in stock-based compensation expenses for both three and nine months ended September 30, 2021 compared to the same periods in the prior year was primarily attributable to a $4.1 million credit related to forfeited equity awards due to our chief executive officer's separation.

~~Six Months Ended June 30, 2021 and 2020~~ – General and administrative expenses increased $0.8 million, or 2%, during the six months ended June 30, 2021 compared to the same period in 2020, primarily driven by increases of $0.7 million in consulting expenses, $0.6 million stock-based compensation expenses, and $0.6 million in personnel and compensation costs, partially offset by an increase of $1.0 million in shareholder engagement costs.

Amortization of Intangible Assets

Our intangible asset amortization expense is summarized as follows (dollars in thousands):
Three Months Ended June 30, Change Six Months Ended June 30, Change
2021 2020 $ % 2021 2020 $ %
Amortization of intangible assets $ 119 $ 373 $ (254) (68) % $ 295 $ 920 $ (625) (68) %
% of total revenue — % — % — % — %


	Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change
	2021			2020			$		%		2021			2020			$		%
Amortization of intangible assets	$	121		$	287		$	(166)	(58)	%	$	416		$	1,207		$	(791)	(66)	%
% of total revenue	—		%	—		%					—		%	—		%

Amortization expense was primarily related to intangible assets purchased through our acquisitions. Amortization expense decreased during the three and ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same periods in 2020 due to certain intangible assets being fully amortized during the three and ~~six~~nine months ended ~~June~~September 30, 2021.

Restructuring and Reorganization Charges

41Our restructuring and reorganization charges consist primarily of severance, transition and other related costs. Our restructuring and reorganization charges are summarized as follows (dollars in thousands):


	Three Months Ended September 30,						Change			Nine Months Ended September 30,						Change
	2021			2020			$		%	2021			2020			$		%
Restructuring and reorganization charges	$	573		$	—		$	573	*	$	3,004		$	—		$	3,004	*
% of total revenue	1		%	—		%				1		%	—		%

_______

* Percentage calculated is not meaningful.

Three Months Ended September 30, 2021 and 2020

– Restructuring ~~Charges~~and reorganization charges for the three months ended September 30, 2021 consisted of the severance and other personnel related cost related to the separation arrangement with our chief executive officer in September 2021.

Nine Months Ended September 30, 2021 and 2020 – Restructuring and reorganization costs for the nine months ended September 30, 2021 primarily consisted of the severance and other personnel related cost related to the restructuring that took place in the first quarter of 2021. In February 2021, our board of directors approved a plan to terminate the employment of certain employees in certain locations. As part of this plan, we eliminated approximately 89 full-time positions, ~~primarily in the United States,~~ representing approximately 5% of our workforce, primarily in the United States within the customer care and enrollment groups, and to a lesser extent, in our marketing and advertising and general and administrative groups.

~~Our restructuring charges is summarized as follows (dollars in thousands):~~

Three Months Ended June 30, Change Six Months Ended June 30, Change
2021 2020 $ % 2021 2020 $ %
Restructuring charges $ — $ — $ — * $ 2,431 $ — $ 2,431 *
% of total revenue — % — % 1 % — %

~~Our restructuring charges primarily consist of~~ In addition, we recognized severance and other ~~termination benefits provided~~personnel related costs related to ~~employees~~our chief executive officer's separation as ~~part of the restructuring plan.~~

~~_______~~

described above.

* Percentage calculated is not meaningful.

Other Income (Expense), Net

Other income (expense), net, primarily consisted of interest income, sublease income and margin earned on commissions received from Medicare plan members transferred to us in 2010 through 2012 by a broker partner, partially offset by interest expense on finance leases and debt and other bank fees.

Our other income (expense), net is summarized as follows (dollars in thousands):


		Three Months Ended June 30,						Change				Six Months Ended June 30,						Change					Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change
		2021			2020			$		%		2021			2020			$		%			2021			2020			$		%		2021			2020			$		%
Other income, net		$	172		$	452		$	(280)	(62)	%	$	322		$	825		$	(503)	(61)	%
Other income (expense), net																						Other income (expense), net	$	189		$	(101)		$	290	(287)	%	$	511		$	724		$	(213)	(29)	%
% of total revenue	% of total revenue	—		%	1		%					—		%	—		%					% of total revenue	—		%	—		%					—		%	—		%

Three Months Ended ~~June~~September 30, 2021 and 2020 – Other income (expense), net ~~decreased~~increased $0.3 million during the three months ended ~~June~~September 30, 2021 compared to the same period in 2020 due ~~primarily~~ to ~~a decrease in interest income.~~multiple individually immaterial items.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020 – Other income (expense), net decreased ~~$0.5~~$0.2 million during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020 due primarily to a decrease in interest income.

Benefit from Income Taxes

Our benefit from income taxes are summarized as follows (dollars in thousands):
Three Months Ended June 30, Change Six Months Ended June 30, Change
2021 2020 $ % 2021 2020 $ %
Benefit from income taxes $ (6,752) $ (2,432) $ (4,320) 178 % $ (6,444) $ (4,480) $ (1,964) 44 %
Effective tax rate 26.8 % 41.9 % 25.1 % 101.9 %


	Three Months Ended September 30,						Change				Nine Months Ended September 30,						Change
	2021			2020			$		%		2021			2020			$		%
Benefit from income taxes	$	(12,834)		$	(6,443)		$	(6,391)	99	%	$	(19,278)		$	(10,923)		$	(8,355)	76	%
Effective tax rate	19.5		%	30.8		%					21.1		%	43.1		%

Three Months Ended ~~June~~September 30, 2021 and 2020 – Our effective tax rate of ~~26.8%~~19.5% for the three months ended ~~June~~September 30, 2021 was lower compared to ~~41.9%~~30.8% for the three months ended ~~June~~September 30, 2020 primarily due to a decrease in excess tax benefits associated with stock-based compensation. Our effective tax rate for the three months ended ~~June~~September 30, 2021 and 2020 were higher than the statutory federal tax rate due primarily to stock-based compensation adjustments, and non-deductible lobbying expenses and state taxes, partially offset by research and development credits.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020 – Our effective tax rate of ~~25.1%~~21.1% for the ~~six~~nine months ended ~~June~~September 30, 2021 was lower compared to ~~101.9%~~43.1% for the ~~six~~nine months ended ~~June~~September 30, 2020 primarily due to a decrease in excess tax benefits associated with stock-based compensation. Our effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were higher than the statutory federal tax rate due primarily to stock-based compensation adjustments, and non-deductible lobbying expenses and state taxes, partially offset by research and development credits.

Segment Information

We report segment information based on how our chief executive officer, who is our CODM, regularly reviews our operating results, allocates resources and makes decisions regarding our business operations. The performance measures of our segments include total revenue and ~~profit.~~profit (loss). Our business structure is comprised of two operating segments:

•Medicare; and

•Individual, Family and Small Business.

Our CODM does not separately evaluate assets by segment, with the exception of commissions receivable, and therefore assets by segment are not presented.

The Medicare segment consists primarily of commissions earned from our sale of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans, and to a lesser extent, ancillary products sold to our Medicare-eligible applicants, including but not limited to, dental and vision plans, as well as our advertising program that allows Medicare-related carriers to purchase advertising on a separate website developed, hosted and maintained by us and to purchase other marketing and advertising services, as well as our delivery and sale to third parties of Medicare-related health insurance leads generated by our ecommerce platforms and our marketing activities.

The Individual, Family and Small Business segment consists primarily of commissions earned from our sale of individual, family and small business health insurance plans and ancillary products sold to our non-Medicare-eligible applicants, including but not limited to, dental, vision, and short-term health insurance. To a lesser extent, the Individual, Family and Small Business segment consists of amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets in a sponsorship area on our website, our licensing to third parties the use of our health insurance ecommerce technology, and our delivery and sale to third parties of individual and family health insurance leads generated by our ecommerce platforms and our marketing activities.

Marketing and advertising, customer care and enrollment, technology and content, and general and administrative operating expenses that are directly attributable to a segment are reported within the applicable segment. Indirect marketing and advertising, customer care and enrollment, and technology and content operating expenses are allocated to each segment based on usage. Other indirect general and administrative operating expenses are managed in a corporate shared services environment and, since they are not the responsibility of segment operating management, are not allocated to the operating segments and instead reported within Corporate.

Segment profit (loss) is calculated as total revenue for the applicable segment less direct and allocated marketing and advertising, customer care and enrollment, technology and content, and general and administrative operating expenses, excluding stock-based compensation expense, ~~change in fair value of earnout liability,~~ depreciation and amortization expense, ~~and~~ amortization of intangible ~~assets.~~assets, and restructuring and reorganization charges. During the first quarter of 2021, we modified the calculation of segment profit to exclude the amortization of capitalized software development cost to enhance comparability of our financial metrics with peer companies.

4346

Our operating segment revenue and profit (loss) are summarized as follows (in thousands):


		Three Months Ended June 30,				Change				Six Months Ended June 30,				Change					Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
		2021		2020		$		%		2021		2020		$		%			2021		2020		$		%		2021		2020		$		%
Revenue:	Revenue:																	Revenue:
Medicare	Medicare	$	73,231	$	80,379	$	(7,148)	(9)	%	$	194,252	$	176,530	$	17,722	10	%	Medicare	$	46,381	$	70,361	$	(23,980)	(34)	%	$	240,633	$	246,891	$	(6,258)	(3)	%
Individual, Family and Small Business	Individual, Family and Small Business	23,326		8,387		14,939		178	%	36,519		18,644		17,875		96	%	Individual, Family and Small Business	17,533		23,923		(6,390)		(27)	%	54,052		42,567		11,485		27	%
Total revenue	Total revenue	$	96,557	$	88,766	$	7,791	9	%	$	230,771	$	195,174	$	35,597	18	%	Total revenue	$	63,914	$	94,284	$	(30,370)	(32)	%	$	294,685	$	289,458	$	5,227	2	%
Segment profit:
Segment profit (loss):																		Segment profit (loss):
Medicare segment profit (loss) (1)	Medicare segment profit (loss) (1)	$	(17,804)	$	14,996	$	(32,800)	(219)	%	$	6,741	$	38,132	$	(31,391)	(82)	%	Medicare segment profit (loss) (1)	$	(52,882)	$	(14,139)	$	(38,743)	274	%	$	(46,141)	$	23,993	$	(70,134)	(292)	%
Individual, Family and Small Business segment profit (1)	Individual, Family and Small Business segment profit (1)	17,925		2,738		15,187		555	%	25,977		5,666		20,311		358	%	Individual, Family and Small Business segment profit (1)	12,499		18,487		(5,988)		(32)	%	38,476		24,153		14,323		59	%
Total segment profit		121		17,734		(17,613)		(99)	%	32,718		43,798		(11,080)		(25)	%
Total segment profit (loss)																		Total segment profit (loss)	(40,383)		4,348		(44,731)		(1,029)	%	(7,665)		48,146		(55,811)		(116)	%
Corporate	Corporate	(13,093)		(14,347)		1,254		(9)	%	(28,379)		(27,795)		(584)		2	%	Corporate	(14,827)		(15,581)		754		(5)	%	(43,206)		(43,376)		170		—	%
Stock-based compensation expense	Stock-based compensation expense	(8,245)		(6,676)		(1,569)		24	%	(19,647)		(15,390)		(4,257)		28	%	Stock-based compensation expense	(5,234)		(6,332)		1,098		(17)	%	(24,881)		(21,722)		(3,159)		15	%

Depreciation and amortization (2)	Depreciation and amortization (2)	(3,997)		(2,592)		(1,405)		54	%	(7,941)		(4,916)		(3,025)		62	%	Depreciation and amortization (2)	(4,899)		(2,995)		(1,904)		64	%	(12,840)		(7,911)		(4,929)		62	%
Amortization of intangible assets	Amortization of intangible assets	(119)		(373)		254		(68)	%	(295)		(920)		625		(68)	%	Amortization of intangible assets	(121)		(287)		166		(58)	%	(416)		(1,207)		791		(66)	%

Restructuring charges		—		—		—		*		(2,431)		—		(2,431)		*
Other income, net		172		452		(280)		(62)	%	322		825		(503)		(61)	%
Restructuring and reorganization charges																		Restructuring and reorganization charges	(573)		—		(573)		*		(3,004)		—		(3,004)		*
Other income (expense), net																		Other income (expense), net	189		(101)		290		(287)	%	511		724		(213)		(29)	%
Loss before benefit from income taxes	Loss before benefit from income taxes	$	(25,161)	$	(5,802)	$	(19,359)	334	%	$	(25,653)	$	(4,398)	$	(21,255)	483	%	Loss before benefit from income taxes	$	(65,848)	$	(20,948)	$	(44,900)	214	%	$	(91,501)	$	(25,346)	$	(66,155)	261	%

_______

* Percentage calculated is not meaningful.

(1)During the first quarter of 2021, we revised the calculation of segment profit by excluding amortization of capitalized software development costs to enhance comparability of our financial metrics with peer companies. The amortization of capitalized software development costs were ~~$2.9~~$3.4 million and ~~$1.7~~$2.1 million for the three months ended ~~June~~September 30, 2021 and 2020, respectively, and were ~~$5.7~~$9.1 million and ~~$3.2~~$5.3 million for the ~~six~~nine months ended ~~June~~September 30, 2021 and ~~2020.~~2020, respectively.

(2)Depreciation and amortization has been adjusted to include amortization of software development costs.

Revenue

Three Months Ended ~~June~~September 30, 2021 and 2020 – Revenue from our Medicare segment declined ~~$7.1~~$24.0 million, or 9%34%, during the three months ended ~~June~~September 30, 2021 compared to the same period in 2020, primary attributable to a $15.2 million decrease in ~~net adjustment~~sponsorship and advertising revenue ~~partially offset by~~and an ~~increase~~$8.8 million decrease in commission ~~revenue from members approved during the period. The decrease in net adjustment revenue was largely attributable to our Medicare Part D prescription drug plans.~~revenue.

Revenue from our Individual, Family and Small Business segment ~~grew $14.9~~declined $6.4 million, or ~~178%~~27%, during the three months ended ~~June~~September 30, 2021 compared to the same period in 2020, primarily attributable to a ~~$13.8~~$7.0 million ~~increase~~decrease in net adjustment revenue. Despite the extension of the COVID-related special enrollment period through August 15, 2021 ~~combined with greater government incentives,~~and an increase in subsidies to certain individuals who purchase qualified health plans, we continued to observe stronger member retention rates in our LTV assessments for the majority of the earlier period cohorts of certain products in our Individual, Family and Small Business segment. Based on our evaluation of the updated LTV models and retention trends, we recognized ~~$15.8~~$10.0 million in net adjustment revenue during the three months ended ~~June~~September 30, ~~2021.~~2021, compared to $17.1 million recognized in the same period in 2020.

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~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020 – Revenue from our Medicare segment ~~grew $17.7~~declined $6.3 million, or ~~10%~~3%, during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020, primary attributable to a $16.2 million decrease in sponsorship and advertising revenue, partially offset by a $10.0 million increase in commission revenue. The increase in Medicare segment commission revenue is primarily driven by an increase in Medicare Advantage plan related commission revenue of ~~$45.7~~$40.4 million, partially offset by ~~lower LTVs and~~ a ~~$21.2~~$20.7 million decrease in net adjustment revenue which was largely attributable to our Medicare Part D prescription drug plans and a decline in the LTV of Medicare Supplement and Medicare Part D prescription drug plans. The increase in Medicare Advantage commission revenue was driven by ~~48%~~30% growth in Medicare Advantage plan approved members.

Revenue from our Individual, Family and Small Business segment grew ~~$17.9~~$11.5 million, or ~~96%~~27%, during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020, primarily attributable to a ~~$17.6~~$12.1 million increase in commission revenue. Despite the extension of the COVID-related special enrollment period through August 15, 2021 ~~combined with greater government incentives,~~and an increase in subsidies to certain individuals who purchase qualified health plans, we continued to observe stronger member retention rates in our LTV assessments for the majority of the earlier period cohorts of certain products in our Individual, Family and Small Business segment. Based on our evaluation of the updated LTV models and retention trends, we recognized ~~$19.1~~$29.1 million in net adjustment revenue, an increase of ~~$15.7~~$8.6 million during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the same period in 2020. Our Individual, Family and Small Business segment is benefiting from the passage of the American Rescue Plan Act in March 2021. This legislation expanded access to premium credits making individual and family health plans more affordable, which allows a larger population to get quality coverage that our major medical plans offer.

Segment Profit (Loss)

Three Months Ended ~~June~~September 30, 2021 and 2020 – Our Medicare segment loss was ~~$17.8~~$52.9 million during the three months ended ~~June~~September 30, 2021, ~~a decrease~~an increase of ~~$32.8~~$38.7 million, or ~~219%~~274%, compared to segment ~~profit~~loss of ~~$15.0~~$14.1 million for the same period in 2020. This was primarily due to a ~~$7.1~~$24.0 million decrease in revenue and a ~~$25.7~~$14.8 million increase in operating expenses, excluding stock-based compensation expense, depreciation and amortization expenses, ~~and~~ amortization of intangible ~~assets.~~assets, and restructuring and reorganization charges. The increase in operating expenses was mostly attributable to increases in marketing costs and customer care and enrollment costs as we continued to invest in telesales capacity, internal agent counts, agent productivity tools and incentives, customer engagement and retention, enrollment quality initiatives, and enhancements to our technology platform. These investments were made in preparation for the annual enrollment period in the fourth quarter.

Our Individual, Family and Small Business segment profit was ~~$17.9~~$12.5 million during the three months ended ~~June~~September 30, 2021, a decrease of $6.0 million, or 32% compared to the same period in 2020. The decrease was primarily driven by a $6.4 million decrease in revenue and a $0.4 million decrease in operating expenses, excluding stock-based compensation expense, depreciation and amortization expenses, amortization of intangible assets, and restructuring and reorganization charges.

Nine Months Ended September 30, 2021 and 2020 – Our Medicare segment loss was $46.1 million during the nine months ended September 30, 2021, a decrease of $70.1 million, or 292%, compared to segment profit of $24.0 million for the same period in 2020. This was primarily due to a $63.9 million increase in operating expenses, excluding stock-based compensation expense, depreciation and amortization expenses, amortization of intangible assets, and restructuring and reorganization charges, as well as a $6.3 million decrease in revenue. The increase in operating expenses was mostly attributable to our enrollment quality initiatives and our investments in preparation for the annual enrollment period in the fourth quarter.

Our Individual, Family and Small Business segment profit was $38.5 million during the nine months ended September 30, 2021, an increase of ~~$15.2~~$14.3 million, or ~~555%~~59% compared to the same period in 2020. The increase was primarily driven by a ~~$14.9~~$11.5 million increase in revenue and a ~~$0.2~~$2.8 million decrease in operating expenses, excluding stock-based compensation expense, depreciation and amortization expenses, ~~and~~ amortization of intangible ~~assets.~~assets, and restructuring and reorganization charges.

~~Six Months Ended June 30, 2021 and 2020~~ – Our Medicare segment profit was $6.7 million during the six months ended June 30, 2021, a decrease of $31.4 million, or 82%, compared to the same period in 2020. This was primarily due to a $49.1 million increase in operating expenses, excluding stock-based compensation expense, depreciation and amortization expenses, and amortization of intangible assets, partially offset by a $17.7 million increase in revenue. The increase in operating expenses was mostly attributable to increases in marketing costs and customer care and enrollment costs as we continued to invest in telesales capacity, internal agent counts, agent productivity tools and incentives, customer engagement and retention initiatives, and enhancements to our technology platform.

Our Individual, Family and Small Business segment profit was $26.0 million during the six months ended June 30, 2021, an increase of $20.3 million, or 358% compared to the same period in 2020. The increase was primarily driven by a $17.9 million increase in revenue and a $2.4 million decrease in operating expenses, excluding stock-based compensation expense, depreciation and amortization expenses, and amortization of intangible assets.48

Liquidity and Capital Resources

Our cash, cash equivalents, and short-term marketable securities are summarized as follows (in thousands):


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Cash and cash equivalents	Cash and cash equivalents	$	229,260	$	43,759	Cash and cash equivalents	$	157,530	$	43,759
Short-term marketable securities	Short-term marketable securities	75,830		49,620		Short-term marketable securities	70,212		49,620
Total cash, cash equivalents, and short-term marketable securities	Total cash, cash equivalents, and short-term marketable securities	$	305,090	$	93,379	Total cash, cash equivalents, and short-term marketable securities	$	227,742	$	93,379

We believe our current cash and cash equivalents, credit facility and expected cash collections will be sufficient to fund our operations for at least twelve months after the filing date of this Quarterly Report on Form 10-Q. Our future capital requirements will depend on many factors, including our ~~expected~~enrollment volume, membership, retention rates, telesales conversion rates and our level of investment in technology, marketing and advertising, ~~and our~~ customer care and other initiatives. In addition, our cash position could be impacted by further acquisitions and the level of investments we make to pursue our ~~growth~~ strategy.

While we recognize constrained LTV as revenue at the time applications are approved, our collection of the cash commissions resulting from approved applications generally occurs over a number of years. The expense associated with approved applications, however, is generally incurred at the time of enrollment. As a result, the net cash flow resulting from approved applications is generally negative in the period of revenue recognition and generally becomes positive over the lifetime of the member. In periods of membership growth, cash receipts associated with new and continuing members may be less than the cash outlays to acquire new members. We expect a reduction in cash and cash equivalents in the future resulting from our continued investments to grow our business. To the extent that available funds are insufficient to fund our future activities or to execute our financial strategy, we may raise additional capital through bank debt, or public or private equity or debt financing to the extent such funding sources are available. Alternatively, we may decide to reduce marketing and advertising, customer care and enrollment, technology and content, or other expenses in order to manage liquidity. These reductions could adversely impact our rate of membership and revenue growth.

As of ~~June~~September 30, 2021, our cash and cash equivalents totaled ~~$229.3~~$157.5 million. Cash equivalents, which are comprised of financial instruments with an original maturity of 90 days or less from the date of purchase, primarily consist of money market funds and commercial paper. The increase in cash and cash equivalents reflects ~~$10.7 million of net cash provided by operating activities and $211.1~~$210.9 million of net cash provided by financing activities, partially offset by ~~$36.3~~$60.3 million of net cash used in operating activities and $36.8 million of net cash used in investing activities. We also maintained $3.4 million in restricted cash as of ~~June~~September 30, 2021 and December 31, 2020.

The following table presents a summary of our cash flows for the ~~six~~nine months ended ~~June~~September 30, 2021 (in thousands):


		Six Months Ended June 30,					Nine Months Ended September 30,
		2021		2020			2021		2020
Net cash provided by (used in) operating activities		$	10,726	$	(12,398)
Net cash used in operating activities						Net cash used in operating activities	$	(60,321)	$	(10,959)
Net cash used in investing activities	Net cash used in investing activities	(36,344)		(146,569)		Net cash used in investing activities	(36,822)		(128,291)
Net cash provided by financing activities	Net cash provided by financing activities	211,093		212,344		Net cash provided by financing activities	210,914		203,555

Operating Activities

Net cash ~~provided by (used in)~~used in operating activities primarily consists of net ~~income (loss),~~loss, adjusted for certain non-cash items, including, deferred income taxes, stock-based compensation expense, depreciation and amortization, amortization of intangible assets and internally developed software, other non-cash items, and the effect of changes in working capital and other activities.

Collection of commissions receivable depends upon the timing of our receipt of commission payments and associated commission reports from health insurance carriers. If we were to experience a delay in receiving a commission payment from a health insurance carrier within a quarter, our operating cash flows for that quarter could be adversely impacted.

A significant portion of our marketing and advertising expense is driven by the number of health insurance applications submitted on our ecommerce platforms. Since our marketing and advertising costs are expensed and generally paid as incurred, and since commission revenue is recognized upon approval of a member but commission payments are paid to us over time, our operating cash flows could be adversely impacted by a substantial increase in the volume of applications submitted during a quarter or positively impacted by a substantial decline in the volume of applications submitted during a quarter. During the Medicare annual enrollment period that takes place during the last quarter of each year and the reintroduced Medicare Advantage open enrollment period in the first quarter of the year, we experience an increase in the number of submitted Medicare-related health insurance applications and marketing and advertising expenses compared to outside of these enrollment periods. Similarly, during the open enrollment period for individual and family health insurance plans which typically takes place during the fourth quarter of each year, we experience an increase in the number of submitted individual and family plan health insurance applications and marketing and advertising expenses compared to outside of open enrollment periods. The timing of enrollment periods for individual and family health insurance plans, the Medicare annual enrollment

period and the open enrollment period for Medicare-related health insurance can positively or negatively affect our cash flows during each quarter.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 – Net cash ~~provided by~~used in operating activities was ~~$10.7~~$60.3 million during the ~~six~~nine months ended ~~June~~September 30, 2021, primarily driven by net loss of $72.2 million and changes in net operating assets and liabilities of ~~$8.7~~$7.0 million, ~~and~~partially offset by adjustments for non-cash items of ~~$21.3 million, partially offset by a net loss of $19.2~~$18.9 million. Adjustments for non-cash items primarily consisted of ~~$19.6~~$24.9 million of stock-based compensation expense, ~~$6.0~~$9.6 million of amortization of intangible assets and internally-developed software, and ~~$2.2~~$3.7 million of depreciation and amortization, partially offset by a ~~$7.4~~$20.1 million decrease due to the change in deferred income taxes. Cash used from changes in net operating assets and liabilities during the ~~six~~nine months ended ~~June~~September 30, 2021 primarily consisted of decreases of ~~$37.0~~$26.9 million in ~~contract assets – commissions receivable and $4.3~~accounts payable, $6.5 million in accrued marketing expense, increases of $20.8 million in prepaid expenses and other current asset, and decreases in $0.1 million in accrued compensation and benefits, partially offset by decreases of ~~$21.4~~$35.2 million in ~~accounts payable, $7.6~~contract assets – commissions receivable, increases of $10.2 million in deferred revenue and $1.4 million in accrued ~~marketing expense,~~expenses and ~~$3.7 million in accrued compensation and benefits.~~other liabilities.

~~Six~~Nine Months Ended ~~June~~September 30, 2020 – Net cash ~~provided by~~used in operating activities was ~~$12.4~~$11.0 million during the ~~six~~nine months ended ~~June~~September 30, 2020, primarily driven by changes in net operating assets and liabilities of ~~$29.4~~$16.8 million and a net loss of $14.4 million, partially offset by adjustments for non-cash items totaling ~~$17.0~~$20.3 million. Adjustments for non-cash items primarily consisted of ~~$15.4~~$21.7 million of stock-based compensation expense, ~~$4.2~~$6.5 million of amortization of intangible assets and internally developed software, and ~~$1.7~~$2.6 million of depreciation and amortization, partially offset by ~~a $4.5~~an $11.0 million ~~decrease due to the~~ change in deferred income taxes. Cash used from changes in net operating assets and liabilities during the ~~six~~nine months ended ~~June~~September 30, 2020 primarily consisted of ~~decreases~~increases of $17.5 million in accounts payable, $7.8 million in accrued compensation and benefits, $7.3 million in accrued marketing expenses, $2.5 million in deferred revenue, and a $1.0 million increase in prepaid expenses and other assets, partially offset by a decrease of $4.8$16.8 million in contract assets – commissions receivable, $9.4 million in prepaid expenses and ~~an increase~~other current assets and $1.5 million in accounts receivable, decreases of ~~$2.2~~$7.4 million in accrued compensation and benefits, $5.4 million in accrued marketing expenses, and $3.2 million in accounts payable, partially offset by increases of $23.9 million in deferred revenue and $3.1 million in accrued expenses and other liabilities.

Investing Activities

Our investing activities primarily consist of purchases, maturities, and redemptions of marketable securities as well as purchases of computer hardware and software to enhance our website and customer care operations, leasehold improvements related to facilities expansion, capitalized internal-use software and website development costs and security deposit payments.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 – Net cash used in investing activities of ~~$36.3~~$36.8 million for the ~~six~~nine months ended ~~June~~September 30, 2021 mainly consisted ~~$67.8~~of $89.0 million used to purchase marketable securities, ~~$7.3~~$12.6 million in capitalized internal-use software and website development costs and ~~$2.7~~$3.6 million used to purchase property and equipment and other assets, partially offset by ~~$41.5~~$68.3 million proceeds from the maturities and redemptions of marketable securities.

~~Six~~Nine Months Ended ~~June~~September 30, 2020 – Net cash used in investing activities of ~~$146.6~~$128.3 million for the ~~six~~nine months ended ~~June~~September 30, 2020 was due to ~~$147.5~~$180.5 million in purchases of marketable securities, ~~$7.6~~$12.1 million in capitalized internal-use software and website development costs and ~~$4.7~~$6.5 million used to purchase property and equipment and other assets, partially offset by ~~$13.3~~$70.8 million proceeds from the maturities and redemptions of marketable securities.

Financing Activities

~~Six~~Nine Months Ended ~~June~~September 30, 2021 – Net cash provided by financing activities of ~~$211.1~~$210.9 million for the ~~six~~nine months ended ~~June~~September 30, 2021 was primarily due to $214.0 million net proceeds from issuance of convertible preferred stock and ~~$3.1~~$5.0 million net proceeds from exercise of common stock options, partially offset by ~~$5.9~~$8.0 million ~~repurchase~~in repurchases of shares to satisfy employee tax withholding ~~obligation.~~obligations.

~~Six~~Nine Months Ended ~~June~~September 30, 2020 – Net cash provided by financing activities of ~~$212.3~~$203.6 million for the ~~six~~nine months ended ~~June~~September 30, 2020 was primarily due to $228.0 million net proceeds from the issuance of common stock in a public equity offering and ~~$1.3~~$1.6 million of net proceeds from the exercise of common stock options, partially offset by ~~$8.8~~$17.2 million of

~~acquisition-related contingent payments and $8.2 million repurchase~~in repurchases of shares to ~~satisfying~~satisfy employee tax withholding ~~obligations.~~obligations and $8.8 million of acquisition-related contingent payments.

Convertible Preferred Stock

On April 30, 2021 (the “Closing Date”), we issued and sold 2,250,000 shares of our newly designated Series A convertible preferred stock (“Series A preferred stock”) at an aggregate purchase price of $225.0 million, at a price of $100 (the “Stated Value” per share of Series A preferred stock) per share. We received $214.0 million net proceeds from the private placement with Echelon Health SPV, LP ("H.I.G."), net of sales commissions and certain transaction fees.

Dividends on our outstanding shares of Series A preferred stock accrue daily at 8% per annum on the Stated Value per share and compound semiannually, payable in kind until April 30, 2023, which is the second anniversary of the Closing ~~date of the private placement,~~Date, on June 30 and December 31 of each year, beginning on June 30, 2021, and will thereafter become 6% payable in kind and 2% payable in cash in arrears on June 30 and December 31 of each year, beginning on June 30, 2023 (each, a “Cash Dividend Payment Date”). Dividends payable in kind will be cumulative. The Series A preferred stock also participates, on an as-converted basis (without regard to conversion limitations) in all dividends paid to the holders of our common stock. If we fail to declare and pay full cash dividend payments as required by the certificate of designations for the Series A preferred stock for two consecutive Cash Dividend Payment Dates, the cash dividend rate then in effect shall increase one time by 2%, retroactive to the first day of the semiannual period immediately preceding the first Cash Dividend Payment Date at which we failed to pay such accrued cash dividends, until such failure to pay full cash dividends is cured (at which time the dividend rate shall return to the rate prior to such increase). The dividend rights of the Series A preferred stock are senior to all of our other equity securities.

Beginning on April 30, 2027, which is the sixth anniversary of the Closing ~~date of the private placement,~~Date, each holder of Series A preferred stock will have the right to require us to redeem all or any portion of the Series A preferred stock for cash at a price calculated as set forth in the certificate of designations. In addition, upon certain change of control events, holders of Series A preferred stock can require us, subject to certain exceptions, to repurchase any or all of their Series A preferred stock.

As of ~~June~~September 30, 2021, no shares of the Series A preferred stock have been converted and the balance of our Series A preferred stock was ~~$218.5~~$225.4 million, including a change in the redemption value of ~~$1.4~~$3.8 million and the accrued paid-in-kind dividends of ~~$3.1~~$7.6 million, which was equivalent to 2.9 million shares of common stock on an as-converted basis. See Note 6 – Convertible Preferred Stock in our Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information.

Credit Agreement

We entered into a credit agreement with Royal Bank of Canada ~~or RBC,~~(“RBC”) as administrative agent and collateral agent, (the “Credit Agreement”) in September 2018. The Credit Agreement provides for a $40.0 million secured asset-backed revolving credit facility with a $5$5.0 million letter of credit sub-facility. On December 20, 2019, we amended our revolving credit facility agreement with RBC (the “Amendment”) and increased the maximum borrowing amount to $75.0 million and extended the expiration to December 20, 2022.

preceding period of three months or (ii) eighty percent (80%) of our Eligible Commission Receivables for the immediately succeeding period of three months, plus (b) fifty percent (50%) of our Eligible Commission Receivables for the immediately succeeding period of six months (excluding the immediately succeeding period of three months), in each case subject to reserves established by RBC ~~or the Borrowing Base.~~(the “Borrowing Base”). The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes. We have the right to prepay the loans under the Credit Agreement in whole or in part at any time without penalty. Subject to availability under the Borrowing Base, amounts repaid may be reborrowed. Amounts not borrowed under the Credit Agreement are subject to a commitment fee of 0.5% per annum on the daily unused portion of the credit facility, to be paid in arrears on the first business day of each calendar quarter. At closing of the Credit Agreement, we paid a one-time facility fee of 1.75% of the total commitments of $40 million. We also paid a one-time closing

fee of 0.5% of the new commitment of $75.0 million in connection with the Amendment. We are also obligated to pay other customary administration fees for a credit facility of this size and type.

As of ~~June~~September 30, 2021, we had no outstanding principal amount under our revolving credit facility. See Note 12 – Debt of Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding this credit agreement and subsequent amendment.

Common Stock Issuance

Pursuant to an effective registration statement that was filed on December 17, 2018, and amended on January 22, 2019 and March 2, 2020, we entered into an underwriting agreement in March 2020 to issue a total of 2,070,000 shares of common stock, which included the exercise in full of the underwriters’ option to purchase 270,000 additional shares of common stock, at a price to the public of $115.00 per share. Net proceeds from the offering were approximately $228.0 million after deducting underwriting discounts, commissions and expenses of the offering.

Contractual Obligations and Commitments

Our material contractual obligation generally include operating lease liabilities and non-cancellable contractual service and licensing obligations. See Note 10 – Leases in the Notes to Condensed Consolidated Financial Statements for information about our operating lease obligations. See Note 8 – Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements for the information about our non-cancellable contractual service and licensing obligations.

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2021, we did not have any off-balance sheet arrangements ~~as defined in Item 303(a)(4)(ii) of Regulation S-K,~~ that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues, or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Recent Accounting Pronouncements

See Note 1 – Summary of Business and Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for recently issued accounting standards that could have an effect on us.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Credit and Interest Rate Risk

Our financial instruments that are exposed to concentrations of credit risk principally consist of cash and cash equivalents, marketable securities, accounts receivable, and contract assets – commission receivable.

Our cash, cash equivalents, short-term marketable securities, and restricted cash are summarized as follows (in thousands):


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Cash and cash equivalents (1) (2)	Cash and cash equivalents (1) (2)	$	229,260	$	43,759	Cash and cash equivalents (1) (2)	$	157,530	$	43,759
Short-term marketable securities (2)	Short-term marketable securities (2)	75,830		49,620		Short-term marketable securities (2)	70,212		49,620
Restricted cash	Restricted cash	3,354		3,354		Restricted cash	3,354		3,354
Total cash, cash equivalents, short-term marketable securities, and restricted cash	Total cash, cash equivalents, short-term marketable securities, and restricted cash	$	308,444	$	96,733	Total cash, cash equivalents, short-term marketable securities, and restricted cash	$	231,096	$	96,733

_________________

(1)We deposit our cash and cash equivalents in accounts with major banks and financial institutions and such deposits are in excess of federally insured limits. We also have deposits with major banks in China that are denominated in both U.S. dollars and Chinese Yuan Renminbi and are not insured by the U.S. federal government.

(2)See Note 4 – Fair Value Measurements in our Notes to Condensed Consolidated Financial Statements for more information on our cash and cash equivalents and marketable securities.

Our portfolio of available-for-sale debt securities is exposed to credit and interest rate risk. As of ~~June~~September 30, 2021, we invested ~~$75.8~~$70.2 million in marketable securities primarily consisting of commercial paper, agency bonds, and a corporate bond with credit rating of AA or equivalent by S&P Rating and Moody's Investor Services. The maturity of these securities were less than one year. See Note 4 – Fair Value Measurements in our Notes to Condensed Consolidated Financial Statements for further discussion on our available-for-sale debt securities.

As of ~~June~~September 30, 2021, our net contract assets ~~consisted of~~– commissions receivable balance ~~of $755.6~~was $757.4 million. Our contracts with carriers expose us to credit risk that a financial loss could be incurred if the counterparty does not fulfill its financial obligation. While we are exposed to credit losses due to the non-performance of our counterparties, we consider the risk of this remote. We estimate our maximum credit risk in determining the contract assets – commissions receivable ~~amount recorded~~balance recognized on the balance sheet. We had a $1.8 million allowance for credit losses for our commissions receivable balance as of ~~June~~September 30, 2021.

Our total contract assets and accounts receivable as of ~~June~~September 30, 2021 and December 31, 2020 are summarized as follows (in thousands):


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Contract assets – commissions receivable – current	Contract assets – commissions receivable – current	$	181,673	$	219,153	Contract assets – commissions receivable – current	$	194,197	$	219,153
Contract assets – commissions receivable – non-current	Contract assets – commissions receivable – non-current	573,949		573,252		Contract assets – commissions receivable – non-current	563,171		573,252
Accounts receivable	Accounts receivable	3,534		1,799		Accounts receivable	1,305		1,799
Total contract assets and accounts receivable	Total contract assets and accounts receivable	$	759,156	$	794,204	Total contract assets and accounts receivable	$	758,673	$	794,204

Foreign Currency Exchange Risk

To date, substantially all of our revenue has been derived from transactions denominated in United States Dollars. We have exposure to adverse changes in exchange rates associated with operating expenses of our foreign operations, which are denominated in Chinese Yuan Renminbi. Foreign currency fluctuations have not had a material impact historically on our results of operations; however, they may in the future. We have not engaged in any foreign currency hedging or other derivative transactions to date.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Our Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief accounting officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on management’s evaluation, our chief executive officer and chief accounting officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the ~~six~~nine months ended ~~June~~September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our chief executive officer and chief accounting officer, believes that our disclosure controls and our internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of our business, we have received and may continue to receive inquiries from state and federal regulators relating to various matters. We have become, and may in the future become, involved in litigation in the ordinary course of our business. If we are found to have violated laws or regulations in any jurisdiction, we could be subject to various fines and penalties, including revocation of our license to sell insurance in those states, and our business, operating results and financial condition would be harmed. Revocation of any of our licenses or penalties in one jurisdiction could cause our license to be revoked or for us to face penalties in other jurisdictions. In addition, without a health insurance license in a jurisdiction, carriers would not pay us commissions for the products we sold in that jurisdiction, and we would not be able to sell new health insurance products in that jurisdiction. We could also be harmed to the extent that related publicity damages our reputation as a trusted source of objective information relating to health insurance and its affordability. It could also be costly to defend ourselves regardless of the outcome. Our material legal proceedings are described in Part I, Item I of this Quarterly Report on Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 8 – Commitments and Contingencies.

ITEM 1A. RISK FACTORS

In addition to other information in this Quarterly Report on Form 10-Q and in other filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods.

~~Summary of Risk Factors~~

~~The following is a summary of the principal risks we face, any of which could adversely affect our business, operating results, financial condition or prospects:~~

•~~We may be unsuccessful in competing effectively against current and future competitors, including government-run health insurance exchanges.~~

•~~Our business may be harmed if we lose our relationship with health insurance carriers or our relationship with health insurance carriers is modified.~~

•~~Our financial results will be adversely impacted if our membership does not grow or if member retention does not improve and plan terminations do not decline.~~

•~~If we are not able to maintain and enhance our brand, our business and operating results will be harmed.~~

•~~The ongoing COVID-19 pandemic and public health crises, illness, epidemics or pandemics could adversely impact our business, operating results and financial condition.~~

•~~Our business may be harmed if we are not successful in executing on our strategic investments and initiatives, including our growth strategy and retention initiatives.~~

•~~The success of our customer care center operations depends upon our ability to timely hire, train, retain and ensure the productivity of our licensed health insurance agents.~~

•~~Our future operating results are likely to fluctuate and could fall short of expectations.~~

•~~Changes and developments in the health insurance industry or system as a result of health care reform could harm our business, operating results and financial condition.~~

•Our business is subject to security risks and, if we experience cyberattacks, security breaches or are otherwise unable to safeguard the security and privacy of confidential data, including personal health information, our business will be harmed.

•~~Our operating results will be impacted by factors that impact our estimate of the constrained lifetime value, or LTV, of commissions per approved member.~~

Risks Related to Our Business

If our ability to enroll individuals during enrollment periods is impeded or if investments we make in enrollment periods do not result in the returns we expected when making those investments, our business, operating results and financial condition would be harmed.

In an attempt to attract and enroll a large number of individuals during the Medicare annual enrollment period and to a lesser extent, the Medicare Advantage open enrollment period and the health care reform open enrollment period under the Affordable Care Act, we may invest in areas of our business, including technology and content, customer care and enrollment, and marketing and advertising. We have in the past made investments in areas of our business in advance of enrollment periods that have not yielded the results we expected when making those investments. Any investment we make in any enrollment period may not result in a significant number of approved and paying members or may not be as cost-effective as we anticipated. If it does not, or is not, our business, operating results and financial condition would be harmed. If our ability to market and sell Medicare-related health insurance and individual and family health insurance is constrained during an enrollment period for any reason, such as technology failures, interruptions in the operation of our e-commerce or telephony platforms, reduced allocation of resources, any inability to timely employ, license, train, certify and retain our employees and our outsourced call centers and their health insurance agents to sell health insurance, we could acquire fewer members, suffer a reduction in our membership, and our business, operating results and financial condition could be harmed.

We may be unsuccessful in competing effectively against current and future competitors, including government-run health insurance exchanges.

The market for selling health insurance plans is highly competitive. We compete with government-run health insurance exchanges, among others, with respect to our sale of Medicare-related and individual and family health insurance. The federal government operates a website where Medicare beneficiaries can purchase Medicare Advantage and Medicare Part D prescription drug plans or be referred to carriers to purchase Medicare Supplement plans. We also compete with the original Medicare program. The Affordable Care Act exchanges have websites where individuals and small businesses can purchase

health insurance, and they also have offline customer support and enrollment capabilities. Our competitors also include local insurance agents across the United States who sell health insurance plans in their communities, companies that advertise primarily through television, and companies that operate websites that provide quote information or the opportunity to purchase health insurance online, including lead aggregator services. Many health insurance carriers also directly market and sell their

plans to consumers through call centers, Internet advertising and their own websites. Although we offer health insurance plans for many of these carriers, they also compete with us by offering their plans directly to consumers. In recent years, we also have seen increased competition from national telesales insurance brokers.

To remain competitive against our current and future competitors, we will need to market our services effectively and continue to improve the online shopping experience and functionalities of our website and other platforms that our current and future customers may access to purchase health insurance products from us. If we cannot predict, develop and deliver the right shopping experience and functionality in a timely and cost-effective manner, or if we are not effective in cost-effectively driving a substantial number of consumers interested in purchasing health insurance to our website and customer care centers, we may not be able to compete successfully against our current or future competitors and our business, operating results and financial condition may be adversely affected.

Some of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, technical, marketing and other resources than we do. As compared to us, our current and future competitors may be able to undertake more extensive marketing campaigns for their brands and services, devote more resources to website and systems development, negotiate more favorable commission rates and commission override payments, and make more attractive offers to potential employees, marketing partners and third-party service providers.

Competitive pressures from government-run health insurance exchanges and other competitors may result in our experiencing increased marketing costs, especially during the Medicare annual enrollment period, decreased demand and loss of market share, increased health insurance plan termination and member turnover, reduction in our membership or revenue and may otherwise harm our business, operating results and financial condition.

Our business may be harmed if we lose our relationship with health insurance carriers or our relationship with health insurance carriers is modified.

We typically enter into contractual relationships with health insurance carriers that are non-exclusive and terminable on short notice by either party for any reason. In many cases, health insurance carriers also may amend the terms of our agreements unilaterally, including commission rates, on short notice. Health insurance carriers may decide to reduce our commissions, rely on their own internal distribution channels to sell their own plans, determine not to sell their plans or otherwise limit or prohibit us from selling their plans. Carriers may also amend our agreements with them for a variety of reasons, including for competitive or regulatory reasons, dissatisfaction with the economics of the members that we place with them or because they do not want to be associated with our brand. The termination of our relationship with a health insurance carrier, the reduction of commission rates, or the amendment of or change in our relationship with a carrier has in the past, and may in the future, reduce the variety, quality and affordability of health insurance plans we offer, cause a loss of commission payments, including commissions for past and/or future sales, cause a reduction in the estimated constrained lifetime values, or LTVs we use for revenue recognition purposes, result in a loss of existing and potential members, adversely impact our profitability or have other adverse impacts, which could harm our business, operating results and financial condition. Health insurance carriers may also determine to exit certain states or increase premiums to a significant degree, which could cause our members’ health insurance to be terminated or our members to purchase new health insurance or determine not to pay for health insurance at all. If we lose these members, our business, operating results and financial condition could be harmed.

Our Medicare plan-related revenue is concentrated in a small number of health insurance carriers. The success of our Medicare-related health insurance business depends upon our ability to enter into new and maintain existing relationships with health insurance carriers on favorable economic terms. We expect that a small number of health insurance carriers will account for a significant portion of our revenue for the foreseeable future and any impairment of our relationship with, or the material financial impairment of, these health insurance carriers could adversely affect our business, operating results and financial condition.

We may also temporarily or permanently lose the ability to market and sell Medicare plans for one or more of our Medicare plan carriers. The regulations applicable to the business of selling Medicare-related health insurance are complex and

frequently change. If we or our health insurance agents violate any of the requirements imposed by the Centers for Medicare and Medicaid Services, or CMS, state laws or regulations, a health insurance carrier may terminate our relationship or CMS may penalize a health insurance carrier by suspending or terminating the carrier's ability to market and sell Medicare plans. Health insurance carriers may also terminate their relationship with us or require us to take corrective action if our Medicare product sales or marketing give rise to too many

complaints. Given the concentration of our Medicare plan sales in a small number of carriers, if we lose a relationship with a health insurance carrier to market their Medicare plans, even temporarily, or if the health insurance carrier loses its Medicare product membership, our business, operating results and financial condition would be harmed.

Our financial results will be adversely impacted if our membership does not grow or if member retention does not improve and plan terminations do not decline.

We receive commissions from health insurance carriers for health insurance plans sold through us. When one of these plans is canceled, or if we otherwise do not remain the agent on the plan, we no longer receive the related commission payment. Our members and/or health insurance carriers may choose to discontinue their health insurance plans for a variety of reasons. Consumers may also purchase individual and family and Medicare-related health insurance plans directly from other sources, such as our competitors, and we would not remain the agent on the policy and receive the related commission. Medicare Advantage plan and Medicare Part D prescription drug plan enrollees may select another plan during the Medicare annual enrollment period that occurs in the fourth quarter every year. Medicare Advantage plan enrollees may also select another plan during the Medicare Advantage open enrollment period that occurs in the first quarter of the year. In addition, certain individuals are permitted to enroll, disenroll or change their Medicare Advantage or Medicare Part D prescription drug plans during special enrollment periods. We experienced an increased plan termination rate in our Medicare membership in 2020 and 2021 above historical levels prior to 2020. While we have implemented measures to improve enrollment quality and member retention, if our Medicare Advantage and other health insurance plan termination rates do not decline in subsequent quarters, our business, operating results and financial condition would be harmed. In addition, enrollment periods could cause us to further experience increased termination rates in the future, which could adversely impact our business, operating results and financial condition.

Any decrease in the amount of time we retain our members on the health insurance plans that they purchased through us could adversely impact the estimated constrained LTVs we use for purposes of recognizing revenue, which would harm our business, operating results and financial condition. For example, our Medicare Advantage plan and Medicare Part D prescription drug plan LTVs have been negatively impacted by increased plan termination rates. While we have recently placed a stronger operational focus on member retention, there are no assurances that investments we make to pursue retention initiatives will result in a decline in health insurance plan termination rate and/or improvement in our constrained LTVs in the future. We have taken and may take additional actions with the goal to improve customer experience, enhance accuracy of plan recommendations, reduce rapid disenrollment and beneficiary complaints, and improve the quality of our enrollments. For example, in the third quarter of 2021, we introduced mandatory additional training for our agents and added a new customer care role to verify certain Medicare enrollments ~~for some of our health insurance carriers~~ prior to submission. While our focus on enrollment quality could improve retention rates and increase LTVs of our Medicare products, it has led to lower call conversion rates and longer average talk times for telephonic enrollments, ~~which could harm~~resulting in a reduction in enrollments and increased cost of acquisition that has negatively impacted our business, operating results and financial condition. If agent productivity and member retention ~~does~~do not improve, ~~and plan terminations do not decline,~~ our business, operating results and financial condition would be further harmed. If we experience higher health insurance plan termination rates than we estimated when we recognized commission revenue, we may not collect all of the related commissions receivable, which could result in a reduction in LTV and a write-off of contract assets - commissions receivable, which would harm our business, operating results and financial condition.

In addition, the growth of our membership is highly dependent upon our success in attracting new members during the Medicare annual enrollment period and to a lesser extent, the Medicare Advantage open enrollment period and the health care reform open enrollment period. The Medicare-related commission rates that we receive may be higher in the first calendar year of a plan if the plan is the first Medicare-related plan issued to the member. Similarly, the individual and family plan commission rates that we receive are typically higher in the first twelve months of a policy. After the first twelve months, the commission rates generally decline significantly. As a result, if we do not add a sufficient number of members to new plans, our business, operating results and financial condition would be harmed.

If we are not able to maintain and enhance our brand, our business and operating results will be harmed.

We believe that maintaining and enhancing our brand identity is critical to our relationships with existing members, marketing partners and health insurance carriers and to our ability to attract new members, marketing partners and health insurance carriers. The promotion of our brand in these and other ways may require us to make substantial investments and we anticipate that, as our market becomes increasingly competitive, these branding initiatives may become increasingly difficult and expensive. Our brand promotion activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur and our operating results could be harmed. If we do not successfully maintain and enhance our brand, our business may not grow and we could lose our

relationships with health insurance carriers, marketing partners and/or members, which would harm our business, operating results and financial condition.

The ongoing COVID-19 pandemic and public health crises, illness, epidemics or pandemics could adversely impact our business, operating results and financial condition.

COVID-19 and public health crises, illness, epidemics or pandemics, in general, and any associated disruption to our call center and service operations, in particular, could materially impact our business, operations and financial condition. In an effort to mitigate the spread of COVID-19, and to comply with applicable government directives, we currently operate with a combination of remote and in-office work in the United States and have implemented new business protocols for employees who have resumed work in our offices. As we begin to reopen our offices at higher capacity, we may implement additional safety measures for our employees. A potential COVID-19 infection of any of our employees could adversely impact our operations, including resulting in the sudden closure of any of our offices. Our business operations may be disrupted if key personnel or significant portions of our employees are unable to work effectively, especially if such disruption occurs during or in our preparation for the Medicare annual enrollment period. We have had to adjust our business operations, including onboarding and training new health insurance agents ~~remotely and, until recently, asking all employees~~remotely. In addition, much of our workforce continues to work ~~from home, with many employees continuing to work remotely, which~~remotely. These circumstances could cause operational difficulties, reduce the effectiveness of our agents in selling health insurance and impair our ability to manage our business. An increased number of employees in a remote work environment may also exacerbate certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of sensitive personal information or proprietary or confidential information about us or our customers or other third-parties. Our business operations and recruitment efforts could be impacted if government offices, including CMS and state departments of insurance, are adversely impacted by COVID-19 given that ~~some of~~ our marketing materials require CMS approval and health insurance agent licensing and licensing renewals are dependent on state department of insurance processing. Our product development initiatives could also be negatively impacted by our current combination of remote and in-office work and could be further impacted by potential extended office closures in the future. Furthermore, if any of our health insurance carriers, business partners or vendors increase the prices of or become unable to continue to provide their products or services as a result of COVID-19, or if health insurance carriers reduce our commission rates or the amount they pay us, our business, operating results and financial condition would be harmed. The impact of COVID-19 to our Individual, Family and Small Business segment could be impacted by potential increases in unemployment rates, potential delays in customer premium payments and/or health insurance carrier commission payments, the extension of the open enrollment period, and changes to qualified health plans subsidies, among others. COVID-19 presents uncertainties and risks with respect to the demand for and pricing of health insurance plans, which could negatively impact our business, operating results and financial condition. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration, spread and severity of the pandemic, the availability, effectiveness and uptake of vaccines for COVID-19, the emergence of new variants of COVID-19 and whether existing vaccines are effective with respect to such variants, the actions to contain the disease or mitigate its impact, and the duration, timing and severity of the impact on consumer behavior, including any recession resulting from the pandemic, all of which are unpredictable.

Changes in our management and key employees could affect our business and financial results.

Our success is dependent upon the performance of our senior management and our ability to attract and retain qualified personnel for all areas of our organization. We may not be successful in attracting and retaining personnel on a timely basis, on competitive terms or at all. If we are unable to attract and retain the necessary personnel, our business would be harmed. Our executive officers and employees can terminate their employment at any time. For example, our former chief executive officer's employment terminated in October 2021, and we appointed Fran Soistman as our new chief executive officer effective November 1, 2021. In addition, our former chief financial officer's employment terminated in June 2021, and our new chief financial officer Christine Janofsky began her service with us in September 2021. This transition in senior management could adversely impact our business, operating results and financial condition as it will take time for our new chief executive officer

and chief financial officer to integrate into our business. The transition and the departure of members of our senior management could result in attrition in our senior management and key personnel and any significant change in leadership over a short period of time could harm our business, operating results and financial condition.

The loss of the services of any of our executive officers or key employees could harm our business. For example, we are required to appoint a single designated writing agent with each insurance carrier. A small number of our employees act as writing agent and each employee that acts as writing agent does so for a number of carriers. When an employee that acts as writing agent terminates their employment with us, we need to replace such writing agent with another employee who has health insurance licenses. Due to our national reach and the large number of carriers whose plans are purchased by our members, the process of changing writing agents has in the past taken and could take a significant period of time to complete. If the transition is not successful, our ability to sell health insurance plans may be interrupted, our agency relationship with particular insurance carriers may be terminated, our commission payments could be discontinued or delayed and, as a result, our business, operating results and financial condition would be harmed.

Our business may be harmed if we are not successful in executing on our strategic investments and initiatives, including our growth strategy and retention initiatives.

As part of our strategy, we have ~~determined to invest~~invested in initiatives to accelerate growth in our Medicare product sales, to enhance post-enrollment consumer engagement and increase customer retention, to increase online enrollment and enhance operating leverage, to expand our strategic partner relationships, improve our technology platform to optimize the consumer experience and relationship, and to utilize data analytics to increase the productivity of our customer care employees. Pursuing and investing in these and other initiatives we develop has required and will in the future require significant investments in marketing and advertising, technology and product offerings, and customer care and enrollment, among others, and involves risks and uncertainties described elsewhere in this Risk Factors section, including the initiatives not achieving our retention, growth or profitability targets, inadequate return of capital on our investments, legal and regulatory compliance risks, potential changes in laws and regulations and other issues that could cause us to fail to realize the anticipated benefits of our investments and incur unanticipated liabilities. Our pursuit of these strategic initiatives may not be successful. Our cash flow from operations is expected to be negative in the year ending December 31, 2021 and was negative in each of the years ended December 31, 2020, 2019 and 2018. If we are not successful in executing on our business strategy, our business, operating results and financial condition would be harmed.

Seasonality may cause fluctuations in our financial results.

Open enrollment periods drive the seasonality of our business. The Medicare annual enrollment period occurs from October 15 to December 7 each year and the individual and family health insurance open enrollment period ~~typically runs~~historically occurred from November 1 through December 15 each year. However, for the 2022 plan year, the individual and family health insurance open enrollment period is scheduled to run from November 1, 2021 through January 15, 2022 for most states. In addition, the Medicare Advantage open enrollment period, where Medicare-eligible individuals who enrolled in a Medicare Advantage plan can switch to the original Medicare program or switch to a different Medicare Advantage plan, runs from January 1st through March 31st of each year. We experience an increase in the number of submitted Medicare-related applications and approved members during the fourth quarter and, to a lesser extent, in the first quarter, and an increase in Medicare plan related expense during the third and fourth quarters in connection with the open enrollment periods. In addition, we typically experience the highest plan termination rates from our Medicare Advantage plan members in the first year following the effective date of plan enrollment. If we experience significant growth in Medicare Advantage approved members resulting in an increased number of first year members as a percentage of our total estimated membership, we may also experience increased health insurance plan terminations in the year following such periods of growth.

The seasonality of our business could change in the future due to other factors, including as a result of changes in timing of the Medicare or individual and family health plan enrollment periods, adoption of new enrollment periods such as the COVID-related special enrollment period that was adopted in the second quarter of 2020 for Medicare Advantage and Medicare Part D prescription drug plans, changes in eligibility and subsidies applicable to the purchase of health insurance, and changes in the laws and regulations that govern the sale of health insurance. We may not be able to timely adjust to changes in customer demand and the seasonality of our business. If we are not successful in responding to changes in the seasonality of our business, our business, operating results and financial condition could be harmed.

The success of our customer care center operations depends upon our ability to timely hire, train, retain and ensure the productivity of our licensed health insurance agents.

In addition to our websites, we rely upon our customer care ~~centers and, during the Medicare annual enrollment period, outsourced call~~ centers to sell Medicare plans. The success of our customer care center operations is largely dependent on licensed health insurance agents and other employees. In order to sell Medicare-related health insurance plans, our health insurance agent employees and employees of outsourced call centers must be licensed by the states in which they are selling plans and certified and appointed with the health insurance carrier that offers the plans in each applicable state. Because a significant number of Medicare plans are sold in the fourth quarter each year during the Medicare annual enrollment period, we contract with outsourced call centers and hire additional employees on a temporary or seasonal basis in a limited period of time to address the expected increase in the volume of health insurance transactions during this period. We depend upon our employees, state departments of insurance, government exchanges and health insurance carriers for the licensing, certification and appointment of our health insurance agents. The COVID-19 pandemic and resulting containment measures have negatively impacted the capacity of health insurance license testing facilities and have caused delays in the completion of background checks and fingerprinting requirements. As a result, these health insurance agents may experience delays in obtaining health insurance licenses and certifications and health insurance carrier appointments. We ~~and our outsourced call centers~~ may experience difficulties hiring a sufficient number of additional licensed agents and retaining existing licensed agents for the

Medicare annual enrollment period. If we ~~and our outsourced call centers~~ are not successful in these regards, our ability to sell Medicare-related health insurance plans will be impaired during the Medicare annual enrollment period, which would harm our business, operating results and financial condition.

Even if we ~~or our outsourced call centers~~ are successful in hiring licensed health insurance agents, our success depends on the productivity of these health insurance agents. Health insurance agents may not perform to the standard we expect of them, which could result in lower than expected conversion rates and revenue, higher costs of acquisition per member and higher plan termination rates. ~~We have observed that~~Historically, our health insurance agent employees ~~are~~have generally been more productive than the employees of our outsourced call centers and that experienced health insurance agents ~~are~~have generally been more productive than less-tenured health insurance agents. As a result, the success of our business depends upon our ability to retain existing health insurance agents and hiring and training a sufficient number of internal health insurance agent employees who can perform to the standard we expect of them. Failure to retain, train and ensure the productivity of our health insurance agent employees and employees of outsourced call centers would harm our business, operating results and financial condition.

During the ~~2020~~Medicare annual enrollment period that occurred in the fourth quarter of 2020, we experienced reduced conversion rates from health insurance agents that work ~~at an~~for outsourced call ~~center,~~centers, which impacted our revenue and cost of ~~acquisition during the fourth quarter of 2020.~~acquisition. As a result, in preparation for the 2021 Medicare annual enrollment period, we have ~~determined to increase~~increased the number of our health insurance agent employees to a much more significant degree, and we also began hiring, onboarding and training our health insurance agent employees earlier than we have in the past.Our ability to do so successfully will depend on the success of our recruiting efforts and our ability to train, license and appoint with carriers the newly employed agents so that they are effective in selling plans in time for the Medicare annual enrollment period occurring in 2021. If we are not successful in these efforts, we may need to rely more than we have planned on outsourced health insurance agents or rely on a fewer number of employed agents, which could harm our business, operating results and financial condition. We have ~~also~~ incurred increased expenses in agent onboarding and training in preparation for the 2021 Medicare annual enrollment period. Despite our investments in hiring and training a significantly larger number of our health insurance agent employees in 2021, the conversion rates of our health insurance agents have been lower than our expectations since the third quarter of 2021. In addition, our increased focus on enrollment quality that began in the third quarter of 2021 has negatively impacted the conversion rates of our health insurance agents. If our ~~internal~~health insurance agents do not perform to the standards we expect of them or if we do not generate sufficient call volumes for our health insurance agents to remain productive, our conversion and retention rates could be impacted, and our business, operating results and financial condition ~~could~~would be harmed. Failure to retain, train and ensure the productivity of our health insurance agents would harm our business, operating results and financial condition. If investments we make in our call center operations do not result in the returns we expected when making those investments, we could acquire fewer members, suffer a reduction in our membership, and our business, operating results and financial condition would be harmed.

If we are not successful in cost-effectively converting visitors to our website and customers who call into our call centers into members for whom we receive commissions, our business and operating results would be harmed.

Our growth depends in large part upon growth in approved members in a given period. The rate at which consumers visiting our ecommerce platforms and customer care centers seeking to purchase health insurance are converted into approved members directly impacts our revenue. In addition, the rate at which consumers who are approved become paying members impacts the constrained LTV of our approved members, which impacts the revenue that we are able to recognize. A number of factors have influenced, and could in the future influence, these conversion rates for any given period, some of which are outside of our control. These factors include, but are not limited to:

•changes in consumer shopping behavior due to circumstances outside of our control, such as economic conditions, the COVID-19 pandemic, consumers’ ability or willingness to pay for health insurance, adverse weather conditions or natural disasters, availability of unemployment benefits or proposed or enacted legislative or regulatory changes impacting our business, including health care reform;

•the quality of and changes to the consumer experience on our ecommerce platforms or with our customer care centers;

•regulatory requirements, including those that make the experience on our ecommerce platforms cumbersome or difficult to navigate or reduce the ability of consumers to purchase plans outside of enrollment periods;

•the variety, competitiveness, quality and affordability of the health insurance plans that we offer;

•system failures or interruptions in the operation of our ecommerce platform or call center operations;

•changes in the mix of consumers who are referred to us through our direct, marketing partner and online advertising member acquisition ~~channels;~~channels, including the quality of sales leads;

•health insurance carrier guidelines applicable to applications submitted by consumers, the degree to which our technology is integrated with health insurance carriers, the amount of time a carrier takes to make a decision on that application and the percentage of submitted applications approved by health insurance carriers;

•the effectiveness of health insurance agents in assisting consumers, including the tenure of the health insurance agent ~~and whether the health insurance agent is an employee or works with an outsourced call center with which we have a relationship;~~; and

•our ability to enroll subsidy-eligible individuals in qualified health plans through government-run health insurance exchanges and the efficacy of the process we are required to use to do so.

Our conversion rates can be impacted by changes in the mix of consumers referred to us through our member acquisition channels and whether they interact with a more seasoned health insurance agent or a health insurance agent that works with an outsourced call center. We may make changes to our ecommerce platforms, telephonic operations, marketing material or enrollment process in response to regulatory or health insurance carrier requirements or undertake other initiatives in an attempt to improve consumer experience, increase retention or for other reasons. These changes have in the past, and may in the future have the unintended consequence of adversely impacting our conversion rates. A decline in the percentage of consumers who submit health insurance applications on our ecommerce platforms or telephonically via our customer care centers and are converted into approved and paying members could cause an increase in our cost of acquiring members on a per member basis and impact our revenue in any given period. To the extent the rate at which we convert consumers visiting our ecommerce platforms or telephonically via our customer care centers into members suffers, our membership may decline, which would harm our business, operating results and financial condition.

We depend upon Internet search engines and social media platforms to attract a significant portion of the consumers who visit our website, and if we are unable to effectively advertise on search engines or social media platforms on a cost-effective basis, our business and operating results would be harmed.

We derive a significant portion of our website traffic from consumers who search for health insurance through Internet search engines, such as Google, Bing and Yahoo!, and through social media platforms, such as Facebook. A critical factor in attracting consumers to our website is whether we are prominently displayed in response to an Internet search relating to health insurance or on a social media platform. Search engines typically provide two types of search results, algorithmic listings and paid advertisements. We rely on both to attract consumers to our websites and otherwise generate demand for our services.

Algorithmic search result listings are determined and displayed in accordance with a set of formulas or algorithms developed by the particular Internet search engine. The algorithms determine the order of the listing of results in response to the consumer’s Internet search. From time to time, search engines revise these algorithms. In some instances, these modifications have caused our website to be listed less prominently in algorithmic search results, which has resulted in decreased traffic to our website. We may also be listed less prominently as a result of other factors, such as new websites, changes we make to our website or technical issues with the search engine itself. For example, government health insurance exchange websites appear prominently in algorithmic search results. In addition, search engines have deemed the practices of some companies to be inconsistent with search engine guidelines and decided not to list their website in search result listings at all. If we are listed less prominently in, or removed altogether from, search result listings for any reason, the traffic to our websites would decline and we may not be able to replace this traffic, which would harm our business, operating results and financial condition. If we decide to attempt to replace this traffic, we may be required to increase our marketing expenditures, which would also increase our cost of member acquisition and harm our business, operating results and financial condition.

We purchase paid advertisements on search engines and social media platforms in order to attract consumers to our platforms. We typically pay a search engine for prominent placement of our website when particular health insurance-related terms are searched for on the search engine, regardless of the algorithmic search result listings. The prominence of the placement of our advertisement is determined by a combination of factors, including the amount we are willing to pay and algorithms designed to determine the relevance of our paid advertisement to a particular search term. As with algorithmic search result listings, search engines may revise the algorithms relevant to paid advertisements, and websites other than our ecommerce platform may become more optimized for the algorithms. These changes may result in our having to pay increased amounts to maintain our paid advertisement placement in response to a particular search term. We could also have to pay increased amounts should the market share of major search engines continue to become more concentrated with a single search

engine. Additionally, we bid against our competitors, insurance carriers, government health insurance exchanges and others for the display of these paid search engine or social media platform advertisements. We have experienced increased competition for both algorithmic search result listings and for paid advertisements, ~~which~~and that competition increases substantially during the enrollment periods for Medicare related health insurance and for individual and family health insurance. The competition has increased the cost of paid internet search advertising and has increased our marketing and advertising expenses. If paid search advertising costs increase or become cost prohibitive, whether as a ~~results~~result of competition, algorithm changes or otherwise, our advertising expenses could rise significantly or we could reduce or discontinue our paid search advertisements, either of which would harm our business, operating results and financial condition.

We rely significantly on marketing partners and our business and operating results would be harmed if we are unable to maintain effective relationships with our existing marketing partners or if we do not establish successful relationships with new marketing partners.

We frequently enter into contractual marketing relationships with partners that drive consumers to our ecommerce platform and call centers. These marketing partners include financial and online services companies, affiliate organizations, online advertisers and content providers, and other marketing vendors. We also have relationships with strategic marketing partners, including hospitals and pharmacy chains that promote our Medicare platforms to their customers as well as pharmacy service providers and other affinity groups. We compensate many of our marketing partners for their referrals on a submitted health insurance application basis and, if they are licensed to sell health insurance, may share a percentage of the commission we earn from the health insurance carrier for each member referred by the marketing partner. The success of our relationship is dependent on a number of factors, including but not limited to the continued positive market presence, reputation and growth of the marketing partner, the effectiveness of the marketing partner in marketing our website and services, the compliance of each marketing partner with applicable laws, regulations and guidelines, and the contractual terms we negotiate with our marketing partners, including the marketing fees we agree to pay. We depend on our marketing partners for a large number of quality referrals to keep our health insurance agents productive. If our marketing partners fail to deliver effective and/or timely marketing campaigns, especially during the Medicare annual enrollment period, our business and financial condition could be harmed.

While we have relationships with a large number of marketing partners, we depend upon referrals from a limited number of marketing partners for a significant portion of the submitted applications we receive from our marketing partner customer acquisition channel. Given our reliance on our marketing partners, our business operating results and financial condition would be harmed if we are unable to maintain successful relationships with these companies, if we fail to establish successful relationships with new marketing partners, if we experience competition in our receipt of referrals from high volume marketing partners, ~~and~~or if we are required to pay increased amounts to our marketing partners.

Competition for referrals from our marketing partners has increased particularly during the enrollment periods for Medicare-related health insurance and individual and family health insurance. We may lose marketing partner referrals if our competitors pay marketing partners more than we do or be forced to pay increased fees to our marketing partners, which could harm our business, operating results and financial condition. If we lose marketing partner referrals during the Medicare or individual and family health insurance enrollment periods, the adverse impact on our business would be particularly pronounced. In addition, the promulgation of laws, regulations or guidelines, or the interpretation of existing laws, regulations and guidelines, by state departments of insurance or by CMS, could cause our relationships with our marketing partners to be in non-compliance with those laws, regulations and guidelines. We are required to file marketing partner marketing materials relating to Medicare Advantage and Medicare Part D prescription drug plans with CMS, and health insurance carriers must review and approve the marketing materials. Recent changes to the CMS marketing guidelines have resulted in a more complicated and time-consuming process for marketing material filing and the need to file a significantly greater number of marketing partners' marketing materials with CMS. If our marketing partners' marketing materials do not comply with the CMS marketing guidelines or other Medicare program related laws, rules and regulations, such non-compliance could result in our losing the ability to receive referrals of individuals interested in purchasing Medicare-related plans from that marketing material or being delayed in doing so. In the event that CMS or a health insurance carrier requires changes to, disapproves or delays approval of these materials, we could lose a significant source of Medicare plan demand and the operations of our Medicare business could be adversely affected. We also have relationships with hospital systems and pharmacy chains that utilize aspects of our platform and tools. Our relationships with these hospital systems and pharmacy chains result in the referral of a significant number of individuals to us who are interested in purchasing Medicare-related health insurance plans. If CMS or state departments of insurance were to change existing laws, regulations or guidelines, or interpret existing laws, regulations or guidelines, to prohibit these arrangements, or if hospital systems or pharmacy partners otherwise decided to no longer utilize aspects of our platform and tools, we could experience a significant decline in the number of Medicare-eligible individuals who

are referred to our platforms and customer care centers, which would harm our business, operating results and financial condition.

Our future operating results are likely to fluctuate and could fall short of expectations.

Our operating results are likely to fluctuate as a result of a variety of factors, including the factors described elsewhere in this Risk Factors section, many of which are outside of our control. For example and among these factors, the assumptions underlying our estimates of commission revenue as required by ASC 606 may vary significantly over time. As a result, comparing our operating results on a period-to-period basis may not be meaningful and you should not rely on our past results as an indication of our future performance, particularly in light of the fact that our business and industry are undergoing substantial change as a result of health care reform, competition, shifts in carrier and regulator priorities and initiatives we ~~determined~~determine to pursue. If our revenue or operating results differ from our guidance or fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. In the past, when our revenue and operating results differed from our guidance and the expectations of investors or securities analysts, the price of our common stock was impacted.

If commission reports we receive from carriers are inaccurate or not sent to us in a timely manner, our business and operating results could be harmed and we may not recognize trends in our membership.

We rely on health insurance carriers to timely and accurately report the amount of commissions earned by us, and we calculate our commission revenue, prepare our financial reports, projections and budgets and direct our marketing and other

operating efforts based on the reports we receive from health insurance carriers. There have been instances where we have determined that plan cancellation data reported to us by a health insurance carrier has not been accurate. The extent to which health insurance carriers are inaccurate in their reporting of plan cancellations could cause us to change our cancellation estimates, which could adversely impact our revenue. We have designed controls to assess the completeness and accuracy of the data received, whereby we apply judgment and make estimates based on historical data and current trends to independently determine whether or not carriers are accurately reporting commissions due to us. We also operate procedures with carriers on an ongoing basis whereby potential under or over reporting is reconciled and discrepancies are resolved. For instance, we reconcile information health insurance 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, health insurance carriers may require us to return commission payments paid in a prior period due to plan cancellations for members we previously estimated as being active. To the extent that health insurance carriers understate or fail to accurately report the amount of commissions due to us in a timely manner or at all, our estimates of constrained LTV may be adversely impacted, which would harm our business, operating results and financial condition. In addition, any inaccuracies in the reporting from and reconciliations with insurance carriers may also impact our estimates of constrained LTV or our estimates of commission revenue for future periods which is based on historical trends, including trends relating to contracted commission rates and expected health insurance plan cancellation.

We do not receive information about membership cancellations from our health insurance carriers directly, which makes it difficult for us to determine the impact of current conditions on our membership retention and to accurately estimate membership as of a specific date.

We depend on health insurance carriers and others for data related to our membership. For instance, with respect to health insurance plans other than small business health insurance, health insurance carriers do not directly report member cancellations to us, resulting in the need for us to determine cancellations using payment data that carriers provide. We infer cancellations from this payment data by analyzing whether payments from members have ceased for a period of time, and we may not learn of a cancellation for several months. The majority of our members who terminate their plans do so by discontinuing their insurance premium payments to the health insurance carrier and do not inform us of the cancellation. With respect to our small business membership, many groups notify the carrier directly with respect to increases or decreases in group size and policy cancellations. Our insurance carrier partners often do not communicate this information to us, and it often takes a significant amount of time for us to learn about small business group cancellations and changes in our membership within the group itself. We often are not made aware of policy cancellations until the time of the group’s annual renewal.

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 health insurance plans as of a specified date. 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 active member of ours. As a result of the Medicare annual enrollment and other open enrollment periods, we may not receive information from our carriers on as timely a basis due to the significant increase in health insurance transaction volume and for other reasons, which could impair the accuracy of our membership estimates. For these and other reasons, including if current trends in membership cancellation are inconsistent with past cancellation trends that we use to estimate our membership or if carriers subsequently report changes to the commission payments that they previously reported to us, our actual membership could be different from our estimates, perhaps materially. If our actual membership is different from our estimates, the constrained LTV component of our revenue recognition could also be inaccurate, including as a result of an inaccurate estimate of the average amount of time our members maintain their health insurance plans. 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 conditions on our membership retention. For example, our estimated membership reported as of March 31, 2020 was higher than our actual membership, because we experienced increased membership cancellation compared to the historical cancellation rates we used to estimate our membership as of March 31, 2020. We were not able to observe the increased membership cancellations that occurred during the first quarter of 2020 until after we reported our estimated membership for the period. Various circumstances, including market-related factors such as changes in timing of enrollment periods and other factors specific to our business, could cause the assumptions and estimates that we make in connection with estimating our membership and constrained LTV to be inaccurate, which would harm our business, operating results and financial condition.

Our carrier advertising and sponsorship business may not be successful.

We develop, host and maintain carrier dedicated Medicare plan websites and may undertake other marketing and advertising initiatives through our Medicare plan advertising program. We also allow health insurance carriers to purchase advertising space for non-Medicare products on our website through our sponsorship program. To the extent that economic conditions, health care reform or other factors impact the amount health insurance carriers are willing to pay for advertising, our advertising and sponsorship program will be adversely impacted. In addition, since we maintain relationships with a limited number of health insurance carriers to sell their Medicare plans, our Medicare plan-related advertising revenue is concentrated in a small number of health insurance carriers and our ability to generate Medicare plan-related advertising revenue would be harmed by the termination or non-renewal of any of these relationships as well as by a reduction in the amount a health insurance carrier is willing to pay for these services. Moreover, in light of the regulations applicable to the marketing and sale of Medicare plans, and given that these regulations are often unclear, change frequently and are subject to changing interpretations, we may in the future not be permitted to sell Medicare plan-related ~~advertising.~~advertising services. If we are not successful in these areas or these factors are unfavorable to us, our business, operating results and financial condition could be harmed.

The success of our sponsorship and advertising program depends on a number of factors, including the amount health insurance carriers are willing to pay for advertising services, the effectiveness of the sponsorship and advertising program as a cost-effective method for carriers to obtain additional members, consumer demand for the health insurance carrier’s product, our ability to attract consumers to our ecommerce platform, our call centers or the dedicated Medicare plan websites and convert those consumers into members, and the cost, benefit and brand recognition of the health insurance plan that is the subject of the advertising, among others. In addition, increased carrier focus on the quality of enrollments and reduction in member complaints could adversely impact our ability to successfully negotiate and operate our sponsorship and advertising programs. If we are not successful in these areas or these factors are unfavorable to us, our business, operating results and financial condition could be harmed.

Our business may be harmed if we do not enroll subsidy-eligible individuals through government-run health insurance exchanges efficiently.

In order to offer the qualified health plans that individuals and families must purchase to receive Affordable Care Act subsidies, agents and brokers must meet certain conditions, such as receiving permission to do so from the applicable government health insurance exchange, entering into or maintaining an agreement with the health insurance exchange or a partner of the exchange, ensuring that the enrollment and subsidy application is completed through the health insurance exchange and complying with privacy, security and other standards. In the event Internet-based agents and brokers such as us use the Internet for completion of qualified health plan selection purposes, their websites ~~are~~may be required to meet certain additional requirements. To the extent we enroll individuals and families into qualified health plans, we do so predominantly

through the Federally Facilitated Marketplace, or FFM, which runs all or part of the health insurance exchange in ~~36 states.~~33 states, using a third-party partnership. We may experience difficulty in satisfying the conditions and requirements to offer qualified health plans to our existing members and new potential members, and in getting them enrolled through the FFM. If we are not able to satisfy these conditions and requirements, or if we are not able to successfully adopt and maintain solutions that allow us to enroll large numbers of individuals and families in qualified plans over the Internet both during and outside of open enrollment periods, we will lose existing members and new members, and may incur additional expense, which would harm our business, operating results and financial condition.

Beginning in the open enrollment period that occurred in the fourth quarter of 2018, CMS adopted a new enhanced direct enrollment pathway for CMS-approved partners to enroll individuals into qualified health plans through the FFM and complete all steps in the eligibility and enrollment process on a single website. Before enhanced direct enrollment partners are approved, extensive security and privacy reviews are conducted by an independent third-party auditor and CMS reviews the audit results to ensure the entity satisfies numerous additional privacy and security standards. We entered into an agreement to outsource certain aspects of the enrollment process for qualified health plans to a third party in light of the expense and burden associated with the additional requirements. However, if we do not develop the ability to satisfy the requirements to use the improved qualified health plan enrollment process in the future, or if we are unsuccessful in entering into or maintaining a relationship with a third party who is approved to use the process, we may not be able to enroll individuals into qualified health plans through the FFM or could be required to use an inferior process to do so, which could cause a reduction in our individual and family health insurance plan membership and commission revenue. In addition, if we are not able to adopt or contract with and maintain solutions to integrate with government-run health insurance exchanges or if the health insurance exchange websites and other processes are unstable or not consumer friendly, efficient and compatible with the process we have adopted for enrolling individuals and families into qualified health plans through the exchanges, we would not be successful in retaining and acquiring members, and our business,

operating results and financial condition would be harmed. The FFM may at any time cease allowing us, or our third-party partner, to enroll individuals in qualified health plans or change the requirements for doing ~~so.~~so, or relevant government regulations or agencies may prevent us from efficiently working with our third-party partner, including timely receiving and using data from our third-party partner. If ~~it does so~~the FFM ceases allowing us or our third-party partner to enroll individuals, if the FFM platform does not function properly or if we are prevented from efficiently working with our third-party partner, our ability to retain existing members and add new members could be negatively impacted, which would harm our business, operating results and financial condition.

There are many risks associated with our operations in China.

A portion of our operations is conducted by our subsidiary in China. Among other things, we use employees in China to maintain and update our ecommerce platform and perform certain tasks within our finance and customer care and enrollment functions. We rely on the Internet to communicate with our subsidiary in China. Our business would be harmed if our ability to communicate over the Internet with these employees failed, and we were prevented from promptly updating our software or implementing other changes to our database and systems, among other things. From time-to-time we receive inquiries from health insurance carriers relating to our operations in China and the security measures we have implemented to protect data that our employees in China may be able to access. As a part of these inquiries, we have implemented additional security measures relating to our operations in China. We may be required to implement further security measures to continue aspects of our operations in China or health insurance carriers may require us to bring aspects of our operations in China back to the United States, which could be time consuming and expensive and harm our operating results and financial condition. Health insurance carriers may also terminate our relationship due to concerns surrounding protection of data that our employees in China are able to access, which would harm our business, operating results and financial condition.

Our operations in China also expose us to different and unfamiliar laws, rules and regulations, including different intellectual property laws, which are not as protective of our intellectual property as the laws in the United States. United States and Chinese trade laws may also impose restrictions on the importation of programming or technology to or from the United States. We are also subject to anti-bribery and anti-corruption laws, privacy and data security laws, labor laws, tax laws, foreign exchange controls and cash repatriation restrictions in China. In recent years, China has adopted laws regulating cybersecurity and data protection. The cybersecurity law adopted on June 1, 2017, along with its implementing regulations, applies to the establishment, operation, maintenance and usage of networks within China and the supervision and management of cybersecurity. Under the law, network operators are required to comply with certain tiered security obligations based on the networks’ relative impact on national security, social order, public interest and individuals’ privacy rights. Pursuant to the draft regulations, we may be required to perform self-assessments, obtain third party certifications, report cybersecurity incidents and

make filings with public security authorities. We could also be subject to security inspections and evaluations by public security authorities and be restricted to use only network products and services that meet certain standards based on the level of risk applicable to us. In addition, a new data security law ~~will become~~became effective on September 1, 2021. The new data security law applies to the usage, collection and protection of data within China and imposes data security obligations and restrictions on transfers of certain data outside of China, including prohibition on providing any data stored in China to law enforcement authorities or judicial bodies outside of China without prior Chinese government approval. There remains considerable uncertainty as to how both the cybersecurity law and data security law will be applied, and the regulatory environment continues to evolve. Such laws, regulations and standards are complex, ambiguous and subject to change or interpretation, which create uncertainty regarding compliance. Compliance with these laws and regulations could cause us to incur substantial costs or require us to change our business operations in China. Violation of applicable laws and regulations could adversely affect our brand, affect our relationship with our health insurance carriers, and could result in regulatory enforcement actions and the imposition of civil or criminal penalties and fines, which would harm our business, operating results and financial condition.

Our business may be adversely impacted by changes in China’s economic or political condition. We have experienced greater competition for qualified personnel in China, which has raised market salaries and increased our compensation costs related to employees in China. If competition for personnel increases further, our compensation expenses could rise considerably or, if we determine to not increase compensation levels, our ability to attract and retain qualified personnel in China may be impaired, which could harm our business, operating results and financial condition. These risks could cause us to incur increased expenses and could harm our ability to effectively and successfully manage our operations in China. Moreover, any significant or prolonged deterioration in the relationship between United States and China could adversely affect our operations in China. Certain risks and uncertainties of doing business in China are solely within the control of the Chinese government, and Chinese law regulates the scope of our foreign investments and business conducted within China. The escalation of trade tensions ~~initiated by the current administration~~ has increased the risk associated with our operations in China. Either the United States or the Chinese government may sever our ability to communicate with our China operations or may

take actions that force us to close our operations in China. We employ a large number of our technology and content employees in China, and we have other employees in China that support our business. Any sudden disruption of our operations in China would adversely impact our business. If we are required to move aspects of our operations from China to our offices in the United States as a result of political instability, changes in laws, inquiries from health insurance carriers or for other reasons, we could incur increased expenses, and our business, operating results and financial condition could be harmed.

We cannot predict the impact that changing climate conditions, including legal, regulatory and social responses thereto, may have on our business.

Global climate change has added, and will continue to add, to the unpredictability, frequency and severity of natural disasters, including but not limited to hurricanes, tornadoes, freezes, droughts, other storms and fires in certain parts of the world. In response, a number of legal and regulatory measures and social initiatives have been introduced in an effort to reduce greenhouse gas and other carbon emissions that are chief contributors to global climate change. We cannot predict the impact that changing climate conditions will have on our business, though extreme weather events could impact our facilities, technological assets, business continuity and reputation. The legal, regulatory and social responses to climate change could also adversely affect our results of business, operating results and financial conditions.

Our success in selling Medicare-related health insurance will depend upon a number of factors some of which are outside of our control.

Our success in selling Medicare-related health insurance is dependent upon a number of factors, including:

•our ability to continue to adapt our ecommerce platforms to market Medicare plans, including our development or acquisition of marketing tools and features important in the sale of Medicare plans online and the effective modification of our user experience;

•our success in marketing to Medicare-eligible individuals, including television advertising, online marketing and direct mail marketing, and in entering into and maintaining marketing partner relationships to drive Medicare-eligible individuals to our ecommerce platforms or customer care centers on a cost-effective basis;

•our ability to hire and retain additional employees with experience in Medicare, including our ability to ~~timely implement~~develop Medicare sales expertise ~~into~~in our customer care centers;

•our ability to implement and maintain an effective information technology infrastructure for the sale of Medicare plans, including the infrastructure and systems that support our websites, call centers and call recording;

•our ability to leverage technology in order to sell, and otherwise become more efficient at selling, Medicare-related plans over the telephone;

•our ability to comply with the numerous, complex and changing laws, regulations, guidelines and policies of the federal and state government, including CMS guidelines and policies relating to the marketing and sale of Medicare plans and health care reform; and

•the effectiveness with which our competitors market the availability of Medicare plans from sources other than our ecommerce platforms.

As a result of these and other factors, we may prove unsuccessful in marketing Medicare plans and acting as a health insurance agent in connection with their sale, which would harm our business, operating results and financial condition. In addition, if our efforts to market Medicare plans during enrollment periods were impeded due to lack of timely health insurance carrier or CMS approval, or for other reasons, the impact on our business, operating results and financial condition would be significantly greater given the seasonality of our Medicare-related revenue, membership acquisition and expenses and the fact that much of the sales of Medicare plans occur during this period.

Risks Related to Laws and Regulations

The marketing and sale of Medicare plans are subject to numerous, complex and frequently changing laws, regulations and guidelines, and non-compliance with or changes in laws, regulations and guidelines could harm our business, operating results and financial condition.

The marketing and sale of Medicare plans are subject to numerous laws, regulations and guidelines at the federal and state level. The marketing and sale of Medicare Advantage and Medicare Part D prescription drug plans are principally regulated by the CMS but are also subject to state laws. The marketing and sale of Medicare Supplement plans are principally regulated on a state-by-state basis by state departments of insurance. The laws and regulations applicable to the marketing and sale of Medicare plans are numerous, ambiguous and complex, and, particularly with respect to regulations and guidance issued by CMS for Medicare Advantage and Medicare Part D prescription drug plans, change frequently. We have altered, and likely will have to continue to alter, our marketing and sales process to comply with these laws, regulations and guidelines.

Health insurance carriers whose Medicare plans we sell approve our websites, our call center scripts and some of our marketing material. We must receive these approvals in order for us market and sell Medicare plans to Medicare-eligible individuals as a health insurance agent. We are also required to file many of these materials on a regular basis with CMS. In addition, certain aspects of our Medicare plan marketing partner relationships have been in the past, and will be in the future, subjected to CMS and health insurance carrier review. CMS, state departments of insurance or health insurance carriers may determine to object to or not to approve aspects of our online platforms, sales function or marketing material and processes and may determine that certain existing aspects of our Medicare-related business are not in compliance with legal requirements. CMS scrutinizes health insurance carriers whose Medicare plans we sell and those health insurance carriers may be held responsible for actions that we and our agents take. Based on our recent conversations with health insurance carriers, we expect that health insurance carriers will be increasingly evaluating broker performance based on quality of their enrollments, including complaints, retention rates, customer satisfaction and volumes. As a result, health insurance carriers may terminate their relationship with us or require us to take other corrective action if our Medicare product sales, marketing and operations are not in compliance or give rise to too many complaints. The termination of or change in our relationship with health insurance carriers for this reason ~~would~~could reduce the products we are able to offer, could result in the loss of commissions for past and future sales and ~~would~~could otherwise harm our business, operating results and financial condition. Changes to the laws, regulations and guidelines relating to the sale of Medicare plans, their interpretation or the manner in which they are enforced could impact the manner in which we conduct our Medicare business, our ecommerce platforms or our sale of Medicare plans, or we could be prevented from operating aspects of our Medicare revenue generating activities altogether, which would harm our business, operating results and financial condition. We have received, and may in the future receive, inquiries from CMS or state departments of insurance regarding our marketing and business practices and compliance with laws and regulations. Inquiries and proceedings initiated by the government could adversely impact our health insurance licenses, require us to pay

fines, require us to modify marketing and business practices, result in litigation and otherwise harm our business, operating results or financial condition.

In May 2021, CMS ~~recently~~ changed its process for the submission and approval of marketing materials related to Medicare Advantage and Medicare Part D prescription drug plans. The practical application of the previous process allowed for a lead carrier to handle most of the review and filing of Medicare plan marketing materials with CMS. The new process requires each carrier to approve of each filed marketing material and has resulted in a more complicated and time consuming process to get our marketing material filed with ~~CMS.~~CMS and through the process with carriers. In October 2021, CMS issued new guidance that significantly broadens the types of marketing materials that we are required to file with CMS, including the requirement to file certain generic marketing materials that refer to the benefits or costs of Medicare Advantage or Medicare Part D prescription drug plans but that do not specifically mention a health insurance carrier's name or a specific plan. As a result, we now submit to each Medicare Advantage and Medicare Part D prescription drug plan carrier with which we have a relationship a significantly larger number of marketing materials than we have in the past. We may not be able to use certain of our marketing materials and implement our marketing programs effectively if CMS or a health insurance carrier has comments or disapproves of our marketing materials. If we do not timely file the additional marketing materials with CMS or if health insurance carriers do not adapt to the new ~~process~~CMS requirements or increase the efficiency with which they review our marketing material, it could harm our sales and also harm our ability to efficiently change and implement new or existing marketing material, including call center scripts and our websites, which could harm our business, operating results and financial condition. If we or our marketing partners are not successful in timely receiving health insurance carrier or CMS approval of our marketing materials, we could be prevented from implementing our Medicare marketing and sales initiatives, which could harm our business, operating results and financial conditions, particularly if such delay or non-compliance occurs during the Medicare annual enrollment period or the Medicare Advantage open enrollment period.

Changes and developments in the health insurance industry or system ~~as a result of health care reform~~ could harm our business, operating results and financial condition.

The United States health insurance system, including the Medicare program, is subject to a changing regulatory environment. The future financial performance of our business will depend in part on our ability to adapt to regulatory developments. For example, the federal Patient Protection and Affordable Care Act of 2010 and related regulatory reforms have and will continue to change the industry in which we operate in substantial ways. The implementation of health care reform has increased, and could further increase, our competition in the individual and family health insurance market, reduce demand for the health insurance for individuals and families that we sell, decrease the number of health insurance plans that we sell as well as the number of health

insurance carriers offering them, cause carriers to increase premiums or reduce commissions and other amounts they pay for our services, any of which could materially harm our business, operating results and financial condition. ~~These and other~~Legislative or regulatory changes to the Medicare program could have similar impacts on our Medicare business. The impacts of health care reform ~~caused~~on our business included a significant decline in our individual and family plan revenue and membership and other changes in the future could have a similar impact on our Medicare related health insurance business. Our business, operating results, financial condition and prospects may be materially and adversely affected if we are unable to adapt to developments in healthcare reform in the United States.

Since the enactment of the Affordable Care Act, there have been judicial and Congressional challenges to certain aspects of the law. If the Affordable Care Act were finally determined to be unconstitutional or unlawful and no longer operated, it is unclear what impact it or its replacement would have on our business. However, it or its replacement could adversely impact our business, operating results and financial condition.

Our business depends upon the private sector of the United States health insurance system, which is subject to a changing environment. Changes and developments in the health insurance system and Medicare program in the United States could reduce demand for our services and harm our business. Ongoing healthcare reform efforts and measures may expand the role of government-sponsored coverage, including single payer or so called “Medicare-for-All” proposals, which could have far-reaching implications for the health insurance industry if enacted. Some proposals would seek to eliminate the private marketplace, while others would expand a government-sponsored option to a larger population. We are unable to predict the full impact of healthcare reform initiatives or other regulatory changes on our operations in light of the uncertainty of whether initiatives will be successful and the uncertainty regarding the terms and timing of any provisions enacted and the impact of any of those provisions on various healthcare and insurance industry participants. Changes to the Medicare program or the broader health insurance system as a result of the change in the balance of power in Congress or as a result of the Biden administration could harm our business, operating results and financial condition. In the event that laws, regulations or rules that eliminate or reduce private sources of health insurance or Medicare are adopted, the demand for our products could be adversely impacted and our business, operating results and financial condition would be harmed.

From time to time we are subject to various legal proceedings which could adversely affect our business.

We are, and may in the future become, involved in various legal proceedings and governmental inquiries, including labor and employment-related claims, claims relating to our marketing or sale of health insurance, intellectual property claims and claims relating to our compliance with securities laws. Any claims asserted against us, with or without merit, could be time-consuming, expensive to settle or litigate and divert management’s attention and other resources. These claims also could subject us to significant liability for damages and harm our reputation. Our insurance and indemnities may not cover all claims that may be asserted against us. If we are unsuccessful in our defense in these legal proceedings, we may be forced to pay damages or fines, enter into consent decrees, stop offering our services or change our business practices, any of which would harm our business, operating results or financial condition.

Our success in selling health insurance is dependent in part on the actions of federal and state governments. Changes in the laws and regulations governing the offer, sale and purchase of health insurance could harm our business and operating results.

The laws and regulations governing the offer, sale and purchase of health insurance are complex and subject to change, and future changes may be adverse to our business. For example, a long-standing provision in most applicable state laws that we believe is advantageous to our business is that once health insurance premiums are set by the carrier and approved by state regulators, they are fixed and not generally subject to negotiation or discounting by insurance companies or agents. Additionally, state regulations generally prohibit carriers, agents and brokers from providing financial incentives, such as rebates, to their members in connection with the sale of health insurance. As a result, we do not currently compete with carriers or other agents and brokers on the price of the health insurance plans offered on our website. If these regulations change, we could be forced to reduce prices or provide rebates or other incentives for the health insurance plans sold through our ecommerce platform, which would harm our business, operating results and financial condition. In addition, a federal law was recently passed that requires disclosure of commissions paid to us to the purchaser of small business, major medical individual and family and short-term health insurance plans. The provisions of the law have not gone into effect. It is unclear what impact the law will have when it goes into effect, but it could cause health insurance carriers to lower our commission rates, which could reduce our revenue.

States and federal governments may adopt laws and regulations that are adverse to our business, including laws and regulations that impact the types of health insurance coverage available to consumers, the product features and benefits, our marketing and selling of plans and the role and compensation of agents and brokers in the sale of health insurance.

Changes to the rules and regulations that apply to our sale of Medicare related health insurance are more likely given that the Biden administration recently took office. CMS may change the rules and regulations applicable to us in connection with our Medicare plan business, and those changes could harm our business, operating results and financial condition. The Biden administration has also indicated that it is in support of changes to the Affordable Care Act. It is difficult to predict what changes the Biden administration may make in the rules and regulations relating to our sale of the products that we sell, but the changes could harm our business, operating results and financial condition.

If we fail to comply with the numerous state insurance laws and regulations that are applicable to the sale of health insurance, our business and operating results could be harmed.

We are required to maintain a valid license in each state in which we transact health insurance business and to adhere to sales, documentation and administration practices specific to that state. We must maintain our health insurance licenses to continue selling plans and to continue to receive commissions from health insurance carriers. In addition, each employee who transacts health insurance business on our behalf must maintain a valid license in one or more states. Because we do business in all 50 states and the District of Columbia, compliance with health insurance-related laws, rules and regulations is difficult and imposes significant costs on our business. Each jurisdiction’s insurance department typically has the power, among other things, to:

•grant, limit, suspend and revoke licenses to transact insurance business;

•conduct inquiries into the insurance-related activities and conduct of agents and agencies;

•require and regulate disclosure in connection with the sale and solicitation of health insurance;

•authorize how, by which personnel and under what circumstances insurance premiums can be quoted and published and an insurance policy sold;

•approve which entities can be paid commissions from carriers and the circumstances under which they may be paid;

•regulate the content of insurance-related advertisements, including web pages, and other marketing practices;

•approve policy forms, require specific benefits and benefit levels and regulate premium rates;

•impose fines and other penalties; and

•impose continuing education requirements.

Due to the complexity, periodic modification and differing interpretations of state insurance laws and regulations, we may not have always been, and we may not always be, in compliance with them. New state insurance laws, regulations and guidelines also may not be compatible with the sale of health insurance over the Internet or with various aspects of our platform or manner of marketing or selling health insurance plans. Failure to comply with insurance laws, regulations and guidelines or other laws and regulations applicable to our business could result in significant liability, additional department of insurance licensing requirements, required modification of our advertising and business practices, changes to our existing technology or platforms, the limitation, suspension and/or revocation of our licenses in a particular jurisdiction, termination of our relationship with health insurance carriers or loss of commissions and/or our inability to sell health insurance plans, which would harm our business, operating results and financial condition. Moreover, an adverse regulatory action in one jurisdiction could result in penalties and adversely affect our license status, business or reputation in other jurisdictions due to the requirement that adverse regulatory actions in one jurisdiction be reported to other jurisdictions. Even if the allegations in any regulatory or other action against us are proven false, any surrounding negative publicity could harm consumer, marketing partner or health insurance carrier confidence in us, which could significantly damage our brand.

Our business is subject to security risks and, if we experience ~~cyberattacks,~~a successful cyberattack, a security ~~breaches~~breach or are otherwise unable to safeguard the ~~security~~confidentiality and ~~privacy~~integrity of ~~confidential~~the data we hold, including sensitive personal ~~health~~ information, our business will be harmed. Our business is also subject to emerging privacy laws being passed at the state level that create unique compliance challenges.

Our services involve the collection and storage of confidential and personally identifiable information of consumers and the transmission of ~~this~~certain personal information to their chosen health insurance carriers and to the government. For example, we collect names, addresses, credit card and social security numbers and ~~protected~~ health information such as information regarding ~~the medical history of consumers.~~consumers' prescription drugs and providers. As a result, we are subject to various ~~laws~~state and ~~regulations~~federal laws and contractual requirements regarding the ~~collection, maintenance, protection,~~access, use ~~transmission,~~and disclosure ~~and disposal~~ of ~~sensitive~~ personal information. We also hold a significant amount of personal information relating to our current and former employees. WeDespite our taking precautions, we cannot guarantee that our facilities and systems, and those of our ~~third party~~third-party service providers, will be free of security breaches, cyberattacks, acts of vandalism, computer viruses, malware, misplaced or lost data, programming and/or human errors or other similar events. Compliance with ~~privacy~~state and ~~security~~federal privacy-related laws, ~~requirements and regulations,~~ particularly new state legislation such as the California Consumer Privacy Act, ~~may~~and increasingly robust industry standard security frameworks will result in cost increases due to ~~new constraints on our business,~~an increased need for privacy compliance, oversight and monitoring, and the development of new processes ~~the~~to effectuate and demonstrate compliance. The effects of potential non-compliance by us or third party service providers, and enforcement ~~actions.~~ actions, may result in increased costs to our business and reputational harm. The privacy legislation landscape is rapidly evolving on a state-by-state basis that creates challenges for businesses to comply with the new legal obligations in a systematic fashion. For example, Virginia, Colorado and California have new privacy legislation that will come into effect in 2022; however, these laws have differing consumer rights and business obligations, differing obligations on data controllers and differing enforcement mechanisms. These new legal operations may change the way we conduct our business and may harm our results of operations and financial condition.

We may be required to expend significant amounts and other resources to protect against privacy and security breaches or to ~~alleviate~~mitigate and remediate problems caused by privacy or security breaches. ~~Despite our implementation of security measures, techniques~~Techniques used to obtain unauthorized access or to sabotage systems change frequently. As a result, we may be unable to anticipate these techniques or to implement adequate preventative ~~measures.~~measures preemptively. Additionally, our third party service providers may cause security breaches for which we are responsible.

Any compromise or perceived compromise of our security or the security of one of our vendors could damage our reputation, cause the termination of relationships with government-run health insurance exchanges and our members, marketing partners and health insurance carriers, reduce demand for our services and subject us to significant liability and expense as well as regulatory action and lawsuits, which would harm our business, operating results and financial condition. The COVID-19 pandemic generally is increasing the attack surface available to criminals, as more companies and individuals work remotely and otherwise work online. Consequently, the risk of a cybersecurity incident has increased. We cannot provide assurances that our preventative efforts, or those of our vendors or service providers, will be successful. In ~~addition, in~~ the event that additional data privacy or security laws are implemented, or our health insurance carrier or other partners determine to impose requirements on us relating to data privacy security, we may not be able to timely comply with such requirements or such requirements may not be compatible with our current processes. Changing our processes could be time consuming and expensive, and failure to timely implement required changes could result in our inability to sell health insurance plans in a particular jurisdiction or for a particular health insurance carrier or subject us to liability for non-compliance, any of which would damage our business, operating results and financial condition. For instance, health insurance carriers may require us to be compliant with additional security standards in order to accept credit card information from consumers or require us to comply with additional privacy and security standards to do business with us at all. Compliance with privacy and security standards is regularly assessed, and we may not always be compliant with the standards. If we are not in compliance, we may not be able to accept credit card information from consumers, ~~or conduct health insurance business,~~ and our relationship with health insurance carriers could be adversely impacted or terminated, which would harm our business, operating results and financial condition.

Any legal liability, regulatory penalties, complaints or negative publicity for the information on our website or that we otherwise provide could harm our business and operating results.

We provide information on our website, through our customer care centers, in our marketing materials and in other ways regarding health insurance in general and the health insurance plans we market and sell, including information relating to insurance premiums, coverage, benefits, provider networks, exclusions, limitations, availability, plan comparisons and insurance company ratings. A significant amount of both automated and manual effort is required to maintain the considerable amount of insurance plan information on our website. We also use the information provided on our website and otherwise collected by us to publish reports designed to educate consumers, facilitate public debate, and facilitate reform at the state and federal level. If the information we provide on our website, through our customer care centers, in our marketing materials or otherwise is not accurate or is construed as misleading, or if we do not properly assist individuals and businesses in purchasing health insurance, members, health insurance carriers and others could attempt to hold us liable for damages or require us to take corrective actions, our relationships with health insurance carriers could be terminated or impaired and regulators could attempt to subject us to penalties, force us to stop using our websites, marketing material or certain aspects of them, revoke our licenses to transact health insurance business in a particular jurisdiction, and/or compromise the status of our licenses to transact health

insurance business in other jurisdictions, which could result in our loss of our commission revenue and harm our business, operating results and financial condition.

In the ordinary course of operating our business, we and our health insurance carrier partners have received complaints that the information we provided was not accurate or was misleading. We have received, and may in the future receive, inquiries from health insurance carriers, CMS or state departments of insurance regarding our marketing and business practices and compliance with laws and regulations. We have experienced an increased rate of complaints filed directly with CMS from Medicare beneficiaries enrolled by us and have taken actions to address the quality of our enrollments and to improve our customer experience. If the actions we take do not effectively reduce the rate of complaints and improve our retention rates, our relationship with health insurance carriers could be modified or terminated, our Medicare commission and advertising revenue could decline, and we may incur significant expenses without realizing the value of our investment. Even if we are successful in reducing the rate of complaints, any initiatives we take to address retention could reduce our number of enrollments and conversion rates, which could harm our business, operating results and financial condition. Also, our sales of short-term health insurance plans that lack the same benefits as major medical health insurance plans may increase the risk that we receive complaints regarding our marketing and business practices due to the potential for consumer confusion between short-term health insurance and major medical health insurance. In addition, these types of claims could be time-consuming and expensive to defend, could divert our management’s attention and other resources, and could cause a loss of confidence in our services. As a result, whether or not we are able to successfully resolve these claims, they could harm our business, operating results and financial condition.

Our business could be harmed if we are unable to contact our consumers or market the availability of our products through specific channels.

We use email and telephone, among other channels, to market our services to potential members and as the primary means of communicating with our existing members. The laws and regulations governing the use of email and telephone calls for marketing purposes continue to evolve, and changes in technology, the marketplace or consumer preferences may lead to the adoption of additional laws or regulations or changes in interpretation of existing laws or regulations. If new laws or regulations are adopted, or existing laws and regulations are interpreted or enforced, to impose additional restrictions on our ability to send email or telephone messages to our members or potential members, we may not be able to communicate with them in a cost-effective manner. In addition to legal restrictions on the use of email, Internet service providers, e-mail service providers and others attempt to block the transmission of unsolicited email, commonly known as “spam.” Many Internet and e-mail service providers have relationships with organizations whose purpose it is to detect and notify the Internet and e-mail service providers of entities that the organization believes is sending unsolicited e-mail. If an Internet or e-mail service provider identifies email from us as “spam” as a result of reports from these organizations or otherwise, we can be placed on a restricted list that will block our email to members or potential members.

We use telephones to communicate with customers and prospective customers and some of these communications may be subject to the Telephone Consumer Protection Act, or TCPA, and other telemarketing laws. The TCPA and other laws, including state laws, relating to telemarketing restrict our ability to market using the telephone in certain respects. For instance, the TCPA prohibits us from using an automatic telephone dialing system to make certain telephone calls to consumers without prior express consent. We have policies in place to comply with the TCPA and other telemarketing laws. However, ~~despite our legal compliance,~~ we have in the past and may in the future become subject to claims that we have violated the TCPA. The TCPA provides for statutory damages of $500 for each violation and $1,500 for each willful violation. In the event that we were found to have violated the TCPA, our business, operating results and financial condition could be harmed. In addition, telephone carriers may block or put consumer warnings on calls originating from call centers. Consumers increasingly screen their incoming emails and telephone calls, including by using screening tools and warnings, and therefore our members or potential members may not reliably receive our emails or telephone messages. If we are unable to communicate effectively by email or telephone with our members and potential members as a result of legislation, blockage, screening technologies or otherwise, our business, operating results and financial condition would be harmed.

Risks Related to Finance, Accounting and Tax Matters

Our operating results will be impacted by factors that impact our estimate of the constrained LTV of commissions per approved member.

Effective January 1, 2018, we adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASC 606). As a result of the adoption of ASC 606, we recognize revenue for plans approved during the period by applying the latest estimated constrained LTVs for that product. Constrained LTVs are estimates and are based on a number of assumptions, which include, but are not limited to, estimates of the conversion rates of approved members into paying members, forecasted average plan duration and forecasted commission rates we expect to receive per approved member's plan. These assumptions are based on historical trends and require significant judgment by our management in interpreting those trends and in applying the constraints. Changes in our historical trends will result in changes to our constrained LTV estimates in future periods and therefore could adversely affect our revenue and financial results in those future periods. As a result, negative changes in the factors upon which we estimate constrained LTVs, such as reduced conversion of approved members to paying members, increased health insurance plan terminations or a reduction in the lifetime commission amounts we expect to receive for selling the plan to a member or other changes could harm our business, operating results and financial condition. Changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or decrease to commission receivables. In addition, if we ultimately receive commission payments that are less than the amount we estimated when we recognized commission revenue, we would need to write off the remaining commission receivable balance, which would adversely impact our business, operating results, and financial condition.

The rate at which approved members become paying members is a significant factor in our estimation of constrained LTVs. To the extent we experience a decline in the rate at which approved members turn into our paying members, our business, operating results, and financial condition would be harmed.

The forecasted average plan duration is another important factor in our estimation of constrained LTV. We receive commissions from health insurance carriers for health insurance plans sold through us. When one of these plans is canceled, or

if we otherwise do not remain the agent on the policy, we no longer receive the related commission payment. Our forecasted average plan duration and health insurance plan termination rate are calculated based on our historical data by plan type. As a result, a reduction in our forecasted average plan duration or an inability to produce accurate forecasted average plan duration may adversely impact our business, operating results and financial condition.

Commission rates are also a significant factor in our estimation of constrained LTVs. The commission rates we receive are impacted by a variety of factors, including the particular health insurance plans chosen by our members, the carriers offering those plans, our members’ states of residence, the laws and regulations in those jurisdictions, the average premiums of plans purchased through us and health care reform. Our commission revenue per member has in the past decreased, and could in the future decrease, as a result of reductions in contractual commission rates, a change in the mix of carriers whose products we sell during a given period, and increased health insurance plan termination rates, all of which are beyond our control and may occur on short notice. To the extent these and other factors cause our commission revenue per member to decline, our revenue may decline and our business, operating results and financial condition would be harmed. Given that Medicare-related and individual and family health insurance purchasing is concentrated during enrollment periods, we may experience a shift in the mix of Medicare-related and individual and family health insurance products selected by our members over a short period of time. Any reduction in our average commission revenue per member caused by such a shift or otherwise would harm our business, operating results and financial condition.

The determination of constraints is also a factor that requires significant management judgment. Constraints are applied to LTVs for revenue recognition purposes and help ensure that the total estimated lifetime commissions expected to be collected from an approved member's plan are recognized as revenue only to the extent that is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with future commissions receivable from the plan is subsequently resolved. We determine the constraint for each product by comparing prior calculations of LTV to actual cash received and review the reasons for any variations. We then apply judgment in assessing whether the difference between historical cash collections and LTV is representative of differences that can be expected in future periods. We also analyze whether circumstances have changed and consider any known or potential modifications to the inputs into LTV in light of the factors that can impact the amount of cash expected to be collected in future periods including but not limited to commission rates, carrier mix, plan duration, changes in laws and regulations, and cancellations of insurance plans offered by health insurance carriers with which we have a relationship. We evaluate the

appropriateness of our constraints on an ongoing basis, and we update our assumptions when we observe a sufficient amount of evidence that would suggest that the long-term expectation underlying the assumptions has changed. If we underestimate the initial constraint applied to LTVs, we might be required to increase the constraint or record an impairment in a future period which would harm our business, operating results and financial condition.

Our debt obligations contain restrictions that impact our business and expose us to risks that could materially adversely affect our liquidity and financial condition.

We are party to a credit agreement with Royal Bank of Canada and other lenders that enables us to borrow up to $75 million pursuant to a revolving credit facility. ~~This~~The actual amount we may borrow is limited to a borrowing base determined based on certain eligible commissions receivable as defined in the credit agreement, which amount could be significantly less than $75 million. If our eligible commissions receivable decline, our access to the revolving credit facility could be limited. The credit agreement also imposes certain covenants and restrictions on our business and our ability to obtain additional financing. As of ~~June~~September 30, 2021, we had no outstanding debt under our revolving credit facility. The credit agreement expires in December 2022.

The credit agreement contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. The credit agreement also contains restrictions that, subject to certain exceptions, limit our ability to merge or consolidate, sell or transfer assets outside the ordinary course of business, make certain types of investments and restricted payments, pay dividends, incur additional indebtedness, grant liens, or enter into transactions with affiliates without the lender’s consent. Further, the credit agreement contains a financial covenant requiring the Company to maintain a minimum level of excess availability at any time. The facility contains events of default, including, among others, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross-defaults to other indebtedness, judgment defaults, collateral defaults, bankruptcy and insolvency defaults and a change of control default.

If we experience a decline in cash flow due to any of the factors described in this “Risk Factors” section or otherwise, we could have difficulty paying interest and principal amounts due on our indebtedness and meeting the financial covenants set forth in our loan facility. If we are unable to generate sufficient cash flow or otherwise obtain the funds necessary to make required payments under the credit facility, or if we fail to comply with the requirements of our indebtedness, we could default under our credit facility. Any default that is not cured or waived could result in the acceleration of the obligations under the credit facility, an increase in the applicable interest rate under the credit facility, and would permit our lender to exercise rights and remedies with respect to all of the collateral that is securing the credit facility, which includes substantially all of our assets. Any such default could materially adversely affect our liquidity and financial condition.

Even if we comply with all of the applicable covenants, the restrictions on the conduct of our business could materially adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that may be beneficial to the business. Even if the credit facility were terminated, additional debt we could incur in the future may subject us to similar or additional covenants, which could place restrictions on the operation of our business.

Operating and growing our business may require additional capital, and if capital is not available to us, our business, operating results and financial condition may suffer.

Operating and growing our business is expected to require further investments in our business. We have generated negative cash from operating activities and may continue to generate negative cash from operating activities in the future. We may decide to raise additional capital through debt or equity financing, or we may decide to reduce marketing and advertising, customer care and enrollment, technology and content, or other expenses in order to manage liquidity. We may be presented with opportunities that we want to pursue, and business or other challenges may present themselves, any of which could cause us to require additional capital. If we seek to raise funds through debt or equity financing, those funds may prove to be unavailable, may only be available on terms that are not acceptable to us or may result in significant dilution to our stockholders or higher levels of leverage. Our credit agreement with the Royal Bank of Canada and our investment agreement with H.I.G have restrictions that may limit our ability to incur additional indebtedness, make certain types of investments or obtain additional financing. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities or challenges could be harmed, and our business, operating results and financial condition could be materially and adversely affected.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business and our stock price.

We have a complex business organization. Ensuring that we have adequate internal financial and accounting controls and procedures in place to help ensure that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently and is complicated by the expansion of our business operations and changing accounting requirements. Our management, including our chief executive officer and chief accounting officer, does not expect that our internal control over financial reporting will prevent all errors or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Over time, controls may become inadequate because changes in conditions or deterioration in the degree of compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We cannot assure that significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in significant deficiencies or material weaknesses, cause us to fail to timely meet our periodic

reporting obligations, or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding disclosure controls and the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. The existence of a material weakness could result in errors in our financial statements that could result in a restatement of financial statements, cause us to fail to timely meet our reporting obligations and cause investors to lose confidence in our reported financial information, leading to a decline in our stock price and potential lawsuits against us.

Changes in our provision for income taxes or adverse outcomes resulting from examination of our income or other tax returns or changes in tax legislation could adversely affect our results.

Our provision for income taxes is subject to volatility and could be adversely affected by earnings differing materially from our projections, changes in the valuation of our deferred tax assets and liabilities, tax effects of stock-based compensation, outcomes as a result of tax examinations or by changes in tax laws, regulations, accounting principles, including accounting for uncertain tax positions, or interpretations thereof.

To the extent that our provision for income taxes is subject to volatility or adverse outcomes as a result of tax examinations, our operating results could be harmed. Significant judgment is required to determine the recognition and measurement attribute prescribed in U.S. generally accepted accounting principles ~~or GAAP,~~ relating to accounting for income taxes. In addition, we are subject to examinations of our income tax returns by the Internal Revenue Service ~~or IRS,~~ and other tax authorities. We assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There may be exposure that the outcomes from these examinations will have an adverse effect on our operating results and financial condition.

Our ability to use net operating losses to offset future taxable income may be subject to certain limitations.

We have net operating loss carryforwards for federal and state income tax purposes to offset future taxable income. Our federal and state net operating loss carryforwards begin expiring in 2034 and 2021, respectively. A lack of future taxable income would adversely affect our ability to utilize these net operating loss carryforwards. In addition, utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, and similar state provisions. These ownership change limitations may limit the amount of net operating loss carryforwards and other tax attributes that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of ~~the Internal Revenue Code of 1986, as amended, or~~ the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points (by value) of the outstanding stock of a company by certain stockholders. Our ability to use the remaining net operating loss carryforwards may be further limited if we experience a Section 382 ownership change as a result of future changes in our stock ownership.

Risks Related to our Technology

Our ability to sell Medicare-related health insurance plans as a health insurance agent depends upon maintenance of functioning information technology systems.

The success of our Medicare plan customer care center operations is dependent upon information technology systems. Many of our Medicare plan members utilize our customer care center in connection with their purchase of a Medicare plan. CMS rules require that our health insurance agent employees utilize CMS-approved scripts in connection with the sale of Medicare plans and that we record and maintain the recording of telephonic interactions relating to the sale of Medicare plans. We rely on telephone, call recording, customer relationship management and other systems and technology in our Medicare customer care center operations, and we are dependent upon third parties for some of them, including our telephone and call recording systems. These systems have failed temporarily in the past and may experience additional disruption due to systems upgrades, power outages, an increase in remote work or other impacts as a result of the COVID-19 pandemic. The effectiveness and stability of our Medicare customer care center systems and technology are critical to our ability to sell Medicare plans, particularly during the Medicare enrollment periods, and the failure or interruption of any of these systems and technology or any inability to handle increased volume would harm our business, operating results and financial condition.

System failures or capacity constraints could harm our business and operating results.

The performance, reliability and availability of our ecommerce platform, cloud contact center and underlying network infrastructures are critical to our financial results, brand, and relationship with members, marketing partners and health insurance carriers. Although we regularly attempt to enhance our platforms and system infrastructure, system failures and interruptions may occur if we are unable to accurately project the rate or timing of increases in our website or call center traffic or for other reasons, some of which are completely outside our control. We could experience significant failures and

interruptions, which would harm our business, operating results and financial condition. If these failures or interruptions occurred during the Medicare annual enrollment period, the Medicare Advantage open enrollment period or during the open enrollment period under health care reform, the negative impact on us would be particularly pronounced.

We rely in part upon third-party vendors, including cloud infrastructure and bandwidth providers, to operate our ecommerce platform and contact center. We cannot predict whether additional network capacity will be available from these vendors as we need it, and our network or our suppliers’ networks might be unable to achieve or maintain a sufficiently high capacity of data transmission. Any system failure that causes an interruption in or decreases the responsiveness of our services would impair our revenue-generating capabilities and harm our business and operating results and damage our reputation. In addition, any loss of data could result in loss of customers and subject us to potential liability. Our facilities and our database and systems are vulnerable to damage or interruption from human error, fire, floods, power loss, telecommunications failures, physical or electronic break-ins, computer viruses, acts of terrorism, other attempts to harm our systems and similar events. In addition, our operations are vulnerable to earthquakes, fire, severe weather conditions, including those brought about by climate change, and other natural disasters in the San Francisco Bay Area and elsewhere in Northern California, China, and as well as in other parts of the U.S. where we or our outsourced health insurance agents maintain offices.

We may not be able to adequately protect our intellectual property, which could harm our business and operating results.

We believe that our intellectual property is an essential asset of our business and that our technology currently gives us a competitive advantage in the distribution of Medicare-related, individual and family and small business health insurance. We rely on a combination of copyright, trademark and trade secret laws as well as confidentiality procedures and contractual provisions to establish and protect our intellectual property rights in the United States. The efforts we have taken to protect our intellectual property may not be sufficient or effective, and our trademarks may be held invalid or unenforceable. Moreover, the law relating to intellectual property is not as developed in China, and our intellectual property rights may not be as respected in China as they are in the United States. We may not be effective in policing unauthorized use of our intellectual property, trade secrets and other confidential information, and even if we do detect violations, litigation may be necessary to enforce our intellectual property rights. Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive, could divert our management’s attention and may result in a court determining that our intellectual property or other rights are unenforceable. If we are not successful in cost-effectively protecting our intellectual property rights, trade secrets and confidential information, our business, operating results and financial condition could be harmed.

Consumers depend upon third-party service providers to access our website and services, and our business and operating results could be harmed as a result of technical difficulties experienced by these service providers.

Consumers using our website and accessing our services depend upon Internet, online and other service providers for access to our website and services. Many of these service providers have experienced significant outages, delays and other difficulties in the past and could experience them in the future. Any significant interruption in access to our call centers or our website or increase in our website’s response time as a result of these difficulties could damage our relationship with insurance carriers, marketing partners and existing and potential members and could harm our business, operating results and financial condition.

Risks Related to Ownership of Our Common Stock

Our actual operating results may differ significantly from our guidance.

From time to time, we have released, and may continue to release guidance in earnings conference calls, earnings releases, or otherwise, regarding our future performance that represents our management's estimates as of the date of release.

This guidance, which includes forward-looking statements, has been and will be based on projections prepared by our management. Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Our actual results have, and may in the future, vary from our guidance and the variations may be material. In light of the foregoing, investors are urged not to rely upon our guidance in making an investment decision regarding our common stock.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. Among these factors, the assumptions underlying our estimates of commission revenue as required by ASC 606, may vary significantly over time. We may state possible outcomes as high and low ranges. Any range we provide is not intended to imply that actual results could not fall outside of the suggested ranges. Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “Risk Factors” section could result in the actual operating results being different from our guidance, and the differences may be adverse and material. The principal reason that we release guidance is to provide a basis for our management to discuss our business outlook with analysts and investors and we may decide to suspend guidance at any time. We do not accept any responsibility for any projections or reports published by any such third parties.

The price of our common stock has been and may continue to be volatile, and the value of your investment could decline.

The trading price of our common stock has been volatile and is likely to continue to fluctuate substantially. For the quarter ended ~~June~~September 30, 2021, the closing price of our common stock fluctuated from ~~$58.40~~$36.30 to ~~$74.13~~$59.49 per share. The trading price of our common stock depends on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock since you might be unable to sell your shares at or above the price you paid. Factors that could cause fluctuations in the trading price of our common stock include the following:

•price and volume fluctuations in the overall stock market from time to time, including as a result of the COVID-19 pandemic;

•volatility in the market prices and trading volumes of our competitors' shares, including high technology stocks, which have historically experienced high levels of volatility;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including developments relating to the health care industry and the marketing and sale of Medicare plans;

•actual or anticipated changes in our operating results or the growth rate of our business;

•changes in operating performance and stock market valuations of other technology companies generally, and of our competitors;

•failure of securities analysts to maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•sales of shares of our common stock by us or our stockholders;

•announcements by us or our competitors of new products or services;

•the public reaction to our press releases, other public announcements, and filings with the SEC;

•rumors and market speculation involving us or other companies in our industry;

•negative publicity about us, including accurate and inaccurate third-party commentary or reports regarding us;

•actual or anticipated developments in our business, our competitors' businesses, or the competitive landscape generally;

•our ability to control costs, including our operating expenses;

•litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

•developments or disputes concerning our intellectual property or other proprietary rights;

•announced or completed acquisitions of businesses or technologies by us or our competitors;

•changes in accounting standards, policies, guidelines, interpretations, or principles;

•any significant change in our management; and

•general economic conditions and slow or negative growth of our markets.

The effect of such factors on the trading market for our stock may be enhanced by the lack of a large and established trading market for our stock. In addition, the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. Additionally, as a public company, we face the risk of shareholder lawsuits, particularly if we experience declines in the price of our common stock. In the past, following periods of volatility in the overall market and the market prices of a particular company's securities, securities class action lawsuits have often been instituted against affected companies. We have been, and may in the future be, subject to such legal actions.

The issuance of shares of common stock underlying our Series A preferred stock would dilute the ownership and relative voting power of holders of our common stock and may adversely affect the market price of our common stock.

The Series A preferred stock is convertible at the option of the holders at any time ~~after May 31, 2021~~ into shares of common stock based on the then applicable conversion rate as determined in the certificate of designations for the Series A preferred stock, which conversion would dilute the ownership interest of existing holders of our common stock. In addition, because holders of our Series A preferred stock are entitled to vote, on an as-converted basis (subject to certain voting limitations and conversion calculations set forth in the certificate of designations for the Series A preferred stock), together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, the issuance of the Series A preferred stock effectively reduces the relative voting power of the holders of our common stock.

Any sales in the public market of the common stock issuable upon conversion of the Series A preferred stock could adversely affect prevailing market prices of our common stock. Pursuant to the investment agreement, holders of our Series A preferred stock will receive customary resale registration rights for common stock issued upon conversion of the Series A preferred stock upon closing. Any resale of our common stock would increase the number of shares of our common stock available for public trading. Sales by our Series A preferred stockholder of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.

Our Series A preferred stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of our common stockholders, which could adversely affect our liquidity and financial condition, result in the interests of holders of our Series A preferred stock differing from those of our common stockholders and make an acquisition of us more difficult.

Holders of our Series A preferred stock have (i) a liquidation preference (ii) rights to dividends, which are senior to all of our other equity securities, (iii) redemption rights beginning on April 30, 2027, (iv) the right to require us to repurchase any or all of their Series A preferred stock in connection with certain change of control events, and (v) conversion price adjustments in connection with certain corporate transactions, each subject to the terms, conditions and exceptions contained in the certificate of designations for the Series A preferred stock.

These dividend and share repurchase and redemption obligations could impact our liquidity and reduce the amount of cash flows available for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes.

The terms of our investment agreement with Echelon Health SPV, LP, or H.I.G., the initial purchaser of our Series A Preferred Stock, could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our

financial condition. The preferential rights could also result in divergent interests between H.I.G. and holders of our common stock. Furthermore, a sale of our company, as a change of control event, may require us to repurchase Series A preferred stock, which could have the effect of making an acquisition of our company more expensive and potentially deterring proposed transactions that may otherwise be beneficial to our stockholders.

H.I.G. may exercise influence over us, including through its ability to designate up to two directors on our board of directors.

Our investment agreement with H.I.G. contains certain negative operating covenants that will remain in effect for so long as H.I.G. continues to own at least 30% of the shares of Series A preferred stock originally issued to it. ~~As of the date of this report, H.I.G. has conditionally waived certain of these negative operating covenants.~~

Further, the investment agreement entitles H.I.G. to nominate one individual for election to our board of directors for so long as it continues to own at least 30% of the common stock issuable or issued upon conversion of the Series A preferred stock originally issued to it. ~~In addition, if we fail to maintain certain levels of commissions receivable and liquidity, H.I.G. will be entitled to nominate one additional director.~~ The director designated by H.I.G. will also be entitled to serve on committees of our board of directors, subject to applicable law and stock exchange rules. Notwithstanding the fact that all directors will be subject to fiduciary duties to us and to applicable law, the interests of the director designated by H.I.G. of our Series A preferred stock may differ from the interests of our security holders as a whole or of our other directors. AsH.I.G. nominated Aaron C. Tolson to our board of directors. Mr. Tolson was appointed to our board of directors as a Class I director on August 30, 2021, and as of the date of this report serves as the chairperson of the compensation committee and as a member of the equity incentive committee, strategy committee and government and regulatory affairs committee of the board of directors. In addition, if we fail to maintain certain levels of commissions receivable and liquidity, H.I.G. ~~has conditionally waived its~~will be entitled to nominate one additional director, ~~nomination rights.~~and the consent of H.I.G. will be required to approve our annual budget, hire or terminate certain key executives and incur certain indebtedness as outlined in the investment agreement.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our certificate of incorporation, bylaws, and Delaware law contain provisions which could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:

•creating a classified board of directors whose members serve staggered three-year terms;

•authorizing undesignated preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock;

•limiting the liability of, and providing indemnification to, our directors and officers;

•limiting the ability of our stockholders to call and bring business before special meetings;

•requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;

•controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; and

•providing our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.

Any provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

ITEM 6. EXHIBITS

(a) Exhibits

Except as so indicated in Exhibits 32.1 and 32.2, the following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit
Number

Incorporation by Reference Herein

Description of Exhibit

Form

Date

~~3.1~~10.1

~~Amended and Restated Certificate of Incorporation of the Registrant~~

~~Registration Statement on Form S-1, as amended (File No. 333-133526)~~

~~April 25, 2006~~

~~3.2~~

~~Certificate of Designations of Series A Preferred Stock, par value $0.001, of eHealth, Inc.~~2021 Inducement Plan

Current Report on Form 8-K (File No. 001-33071)

~~May 3,~~September 23, 2021

~~10.1~~10.2

Form of Notice of Stock Option Grant and Stock Option Agreement ~~dated as of May 12,~~under the 2021 ~~by and among eHealth, Inc., Starboard Value LP and the other parties set forth therein.~~Inducement Plan

Current Report on Form 8-K (File No. 001-33071)

~~May 13,~~September 23, 2021

~~10.2~~10.3

†*

Form of Notice of Stock Option Grant and Stock Option Agreement (Performance-Based Vesting) under the 2021 Inducement Plan

Current Report on Form 8-K (File No. 001-33071)

September 23, 2021

10.4

Form of Notice of Stock Unit Grant and Stock Unit Agreement under the ~~2014 Equity Incentive~~2021 Inducement Plan

Current Report on Form 8-K (File No. 001-33071)

September 23, 2021

10.5

Form of Notice of Stock Unit Grant and Stock Unit Agreement (Performance-Based Vesting) under the 2021 Inducement Plan

Current Report on Form 8-K (File No. 001-33071)

September 23, 2021

10.6

†*

Terms of Executive Employment Agreement, dated September 22, 2021, between Fran Soistman and eHealth, Inc.

10.7

†*

Separation and Consulting Agreement, dated September 22, 2021, between Scott N. Flanders and eHealth, Inc.

10.8

†*

Severance Agreement, dated September 19, 2021, between Christine Janofsky and eHealth, Inc.

10.9

†*

Severance Agreement, dated June 5, 2020, between John Pierantoni and eHealth, Inc.

31.1

†

Certification of ~~Scott N. Flanders,~~Fran Soistman, Chief Executive Officer of eHealth, Inc., pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

†

Certification of J ~~ohn Pierantoni~~, C ~~hief Accounting~~Christine Janofsky, Chief Financial Officer of eHealth, Inc., pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

‡

Certification of ~~Scott N. Flanders,~~Fran Soistman, Chief Executive Officer of eHealth, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

‡

Certification of J ~~ohn Pierantoni~~, C ~~hief Accounting~~Christine Janofsky, Chief Financial Officer of eHealth, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

†

XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

†

Inline XBRL Taxonomy Extension Schema Document

101.CAL

†

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

†

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

†

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

†

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the three months ended ~~June~~September 30, 2021, formatted in Inline XBRL and contained in Exhibit 101

† Filed herewith.

‡ Furnished herewith.

* Indicates a management contract or compensatory plan or arrangement.

7780

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		EHEALTH, INC.
Date:	~~August 6,~~November 8, 2021	/s/ ~~Scott N. Flanders~~Francis Soistman
		~~Scott N. Flanders~~Francis Soistman Chief Executive Officer (Principal Executive Officer)
Date:	~~August 6,~~November 8, 2021	/s/ ~~John Pierantoni~~Christine Janofsky
		~~John Pierantoni~~Christine Janofsky Chief ~~Accounting~~Financial Officer (Principal Financial Officer)


Three Months Ended June 30, 2021
	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balance as of March 31, 2021	37,993	$	38	$	728,213	11,912	$	(199,998)	$	315,355	$	317	$	843,925
Issuance of common stock in connection with equity incentive plans	63	—		517		—	—		—		—		517
Repurchase of shares to satisfy employee tax withholding obligations	—	—		(870)		13	—		—		—		(870)
Changes in convertible preferred stock	—	—		—		—	—		(4,479)		—		(4,479)
Issuance of common stock for employee stock purchase program	38	—		2,248		—	—		—		—		2,248
Stock-based compensation	—	—		8,798		—	—		—		—		8,798
Other comprehensive income, net of tax	—	—		—		—	—		—		24		24
Net loss	—	—		—		—	—		(18,409)		—		(18,409)
Balance as of June 30, 2021	38,094	$	38	$	738,906	11,925	$	(199,998)	$	292,467	$	341	$	831,754


Three Months Ended June 30, 2020
	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balance as of March 31, 2020	37,258	$	37	$	717,380	11,649	$	(199,998)	$	274,157	$	110	$	791,686

Issuance of common stock in connection with equity incentive plans	115	—		223		—	—		—		—		223
Repurchase of shares to satisfy employee tax withholding obligations	—	—		(3,785)		49	—		—		—		(3,785)


Stock-based compensation	—	—		7,158		—	—		—		—		7,158
Other comprehensive income, net of tax	—	—		—		—	—		—		143		143
Net loss	—	$	—	$	—	—	$	—	$	(3,370)	$	—	$	(3,370)
Balance as of June 30, 2020	37,373	$	37	$	720,976	11,698	$	(199,998)	$	270,787	$	253	$	792,055


	As of June 30, 2021
	Amortized Cost		Fair Value
Due in 1 year	$	269,895	$	269,898