Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-33071 | |
Entity Registrant Name | EHEALTH, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 56-2357876 | |
Entity Address, Address Line One | 2625 AUGUSTINE DRIVE, SUITE 150 | |
Entity Address, City or Town | SANTA CLARA | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95054 | |
City Area Code | 650 | |
Local Phone Number | 210-3150 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | EHTH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,709,543 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001333493 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 180,633 | $ 144,401 |
Short-term marketable securities | 22,059 | 0 |
Accounts receivable | 1,027 | 2,633 |
Contract assets – commissions receivable – current | 205,679 | 242,749 |
Prepaid expenses and other current assets | 11,266 | 11,301 |
Total current assets | 420,664 | 401,084 |
Contract assets – commissions receivable – non-current | 596,354 | 641,555 |
Property and equipment, net | 4,994 | 5,501 |
Operating lease right-of-use assets | 25,381 | 26,516 |
Restricted cash | 3,239 | 3,239 |
Other assets | 32,402 | 34,716 |
Total assets | 1,083,034 | 1,112,611 |
Current liabilities: | ||
Accounts payable | 5,273 | 6,732 |
Accrued compensation and benefits | 27,884 | 20,690 |
Accrued marketing expenses | 8,751 | 23,770 |
Lease liabilities – current | 6,628 | 6,486 |
Other current liabilities | 2,931 | 2,887 |
Total current liabilities | 51,467 | 60,565 |
Long-term debt | 66,508 | 66,129 |
Deferred income taxes – non-current | 28,748 | 32,359 |
Lease liabilities – non-current | 32,549 | 34,187 |
Other non-current liabilities | 4,400 | 5,132 |
Total liabilities | 183,672 | 198,372 |
Commitments and contingencies (Note 8) | ||
Convertible preferred stock | 271,454 | 263,284 |
Stockholders’ equity: | ||
Common stock | 40 | 40 |
Additional paid-in capital | 782,065 | 777,187 |
Treasury stock, at cost | (199,998) | (199,998) |
Retained earnings | 45,751 | 73,799 |
Accumulated other comprehensive income (loss) | 50 | (73) |
Total stockholders’ equity | 627,908 | 650,955 |
Total liabilities, convertible preferred stock, and stockholders’ equity | $ 1,083,034 | $ 1,112,611 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 73,723 | $ 105,250 |
Operating costs and expenses: | ||
Cost of revenue | 215 | (127) |
Marketing and advertising | 32,899 | 58,454 |
Customer care and enrollment | 26,957 | 42,164 |
Technology and content | 15,544 | 19,663 |
General and administrative | 21,002 | 19,987 |
Impairment, restructuring and other charges | 0 | 4,823 |
Total operating costs and expenses | 96,617 | 144,964 |
Loss from operations | (22,894) | (39,714) |
Other expense, net | (592) | (1,021) |
Loss before income taxes | (23,486) | (40,735) |
Benefit from income taxes | (3,608) | (7,993) |
Net loss | (19,878) | (32,742) |
Paid-in-kind dividends for preferred stock | (5,101) | (4,717) |
Change in preferred stock redemption value | (3,069) | (2,501) |
Net loss attributable to common stockholders | $ (28,048) | $ (39,960) |
Net loss per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ (1.01) | $ (1.46) |
Diluted (in dollars per share) | $ (1.01) | $ (1.46) |
Weighted-average number of shares used in per share amounts: | ||
Basic (in shares) | 27,648 | 27,278 |
Diluted (in shares) | 27,648 | 27,278 |
Comprehensive income (loss): | ||
Net loss | $ (19,878) | $ (32,742) |
Unrealized holding gain for available-for-sale debt securities, net of tax | 13 | 8 |
Foreign currency translation adjustments | 110 | 23 |
Comprehensive loss | (19,755) | (32,711) |
Commission | ||
Revenue: | ||
Total revenue | 68,003 | 93,850 |
Other | ||
Revenue: | ||
Total revenue | $ 5,720 | $ 11,400 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2021 | 38,704 | |||||
Beginning balance at Dec. 31, 2021 | $ 749,519 | $ 39 | $ 755,875 | $ (199,998) | $ 193,213 | $ 390 |
Beginning balance (in shares) at Dec. 31, 2021 | 12,016 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with equity incentive plans (in shares) | 176 | |||||
Issuance of common stock in connection with equity incentive plans | 1,054 | $ 0 | 1,054 | |||
Repurchase of shares to satisfy employee tax withholding obligations | (508) | (508) | ||||
Repurchase of shares to satisfy employee tax withholding obligations (in shares) | 37 | |||||
Paid-in-kind dividend and accretion related to convertible preferred stock | (7,218) | (7,218) | ||||
Stock-based compensation | 5,791 | 5,791 | ||||
Other comprehensive income, net of tax | 31 | 31 | ||||
Net loss | (32,742) | (32,742) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 38,880 | |||||
Ending balance at Mar. 31, 2022 | 715,927 | $ 39 | 762,212 | $ (199,998) | 153,253 | 421 |
Ending balance (in shares) at Mar. 31, 2022 | 12,053 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 39,977 | |||||
Beginning balance at Dec. 31, 2022 | 650,955 | $ 40 | 777,187 | $ (199,998) | 73,799 | (73) |
Beginning balance (in shares) at Dec. 31, 2022 | 12,415 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with equity incentive plans (in shares) | 160 | |||||
Issuance of common stock in connection with equity incentive plans | 0 | $ 0 | 0 | |||
Repurchase of shares to satisfy employee tax withholding obligations | (428) | (428) | ||||
Repurchase of shares to satisfy employee tax withholding obligations (in shares) | 57 | |||||
Paid-in-kind dividend and accretion related to convertible preferred stock | (8,170) | (8,170) | ||||
Stock-based compensation | 5,306 | 5,306 | ||||
Other comprehensive income, net of tax | 123 | 123 | ||||
Net loss | (19,878) | (19,878) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 40,137 | |||||
Ending balance at Mar. 31, 2023 | $ 627,908 | $ 40 | $ 782,065 | $ (199,998) | $ 45,751 | $ 50 |
Ending balance (in shares) at Mar. 31, 2023 | 12,472 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net loss | $ (19,878) | $ (32,742) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 656 | 946 |
Amortization of internally developed software | 4,589 | 3,832 |
Stock-based compensation expense | 4,994 | 5,285 |
Deferred income taxes | (3,611) | (8,032) |
Other non-cash items | 61 | 215 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,605 | 3,773 |
Contract assets – commissions receivable | 82,507 | 77,142 |
Prepaid expenses and other assets | (125) | 12,418 |
Accounts payable | (1,493) | (5,525) |
Accrued compensation and benefits | 7,193 | 2,042 |
Accrued marketing expenses | (15,019) | (16,848) |
Deferred revenue | (372) | (223) |
Accrued expenses and other liabilities | (304) | 4,829 |
Net cash provided by operating activities | 60,803 | 47,112 |
Investing activities: | ||
Capitalized internal-use software and website development costs | (2,164) | (4,205) |
Purchases of property and equipment and other assets | (67) | (55) |
Purchases of marketable securities | (22,009) | (3,938) |
Proceeds from redemption and maturities of marketable securities | 0 | 34,319 |
Net cash provided by (used in) investing activities | (24,240) | 26,121 |
Financing activities: | ||
Net proceeds from debt financing | 0 | 64,862 |
Net proceeds from exercise of common stock options and employee stock purchases | 0 | 1,054 |
Repurchase of shares to satisfy employee tax withholding obligations | (428) | (508) |
Principal payments in connection with leases | (11) | (35) |
Net cash provided by (used in) financing activities | (439) | 65,373 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 108 | 31 |
Net increase in cash, cash equivalents and restricted cash | 36,232 | 138,637 |
Cash, cash equivalents and restricted cash at beginning of period | 147,640 | 85,165 |
Cash, cash equivalents and restricted cash at end of period | $ 183,872 | $ 223,802 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Business and Significant Accounting Policies | Summary of Business and Significant Accounting Policies Description of Business – eHealth, Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, "eHealth") is a leading private online health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to expertly guide consumers through their health insurance enrollment and related options, when, where and how they prefer. Our platform leverages technology to solve a critical problem in a large and growing market by aiding consumers in what has traditionally been a complex, confusing, and opaque health insurance purchasing process. Our omnichannel consumer engagement platform differentiates our offering from other brokers and enables consumers to use our services online, by telephone with a licensed insurance agent, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities. We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, family, small business and other ancillary health insurance products from approximately 200 health insurance carriers across all fifty states and the District of Columbia. Our plan recommendation tool curates this broad plan selection by analyzing customer health-related information against plan data for insurance coverage fit. This tool is supported by a unified data platform and is available to our ecommerce customers and our licensed agents. We strive to be the most trusted partner to the consumer in their life's journey through the health insurance market. Unless otherwise specified or required by the context, references in this Quarterly Report on Form 10-Q to "eHealth," "the Company,” “we,” “us” or "our" mean eHealth and its consolidated direct and indirect wholly-owned subsidiaries. Basis of Presentation – The accompanying Condensed Consolidated Balance Sheet as of March 31, 2023 and other condensed consolidated financial statements for the three months ended March 31, 2023 and 2022 are unaudited. The Condensed Consolidated Balance Sheet data as of December 31, 2022 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission on March 1, 2023. 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. 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, 2022 and include all adjustments necessary for the fair presentation of our financial position as of March 31, 2023 and December 31, 2022, and our results of operations for the periods presented. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2023 and therefore should not be relied upon as an indicator of future results. 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 fair value of investments, 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, 2022. Recently Adopted Accounting Pronouncements We did not adopt any new accounting pronouncements during the three months ended March 31, 2023. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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 2023 2022 Medicare Medicare Advantage $ 54,121 $ 78,130 Medicare Supplement 4,065 6,120 Medicare Part D 777 1,460 Total Medicare 58,963 85,710 Individual and Family (1) Non-Qualified Health Plans 2,355 1,610 Qualified Health Plans 1,651 1,516 Total Individual and Family 4,006 3,126 Ancillary Short-term 984 1,343 Dental 710 831 Vision 210 243 Other 518 414 Total Ancillary 2,422 2,831 Small Business 4,873 3,483 Commission Bonus and Other (2,261) (1,300) Total Commission Revenue 68,003 93,850 Other Revenue Sponsorship and Advertising Revenue 4,943 10,645 Other 777 755 Total Other Revenue 5,720 11,400 Total Revenue $ 73,723 $ 105,250 _____________ (1) We define our individual and family plan offerings as major medical individual and family health insurance plans, which do not include Medicare-related, small business or ancillary plans. Individual and family plans include both qualified and non-qualified plans. Qualified health plans 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 do not meet the requirements of the Affordable Care Act and are not offered through the government-run health insurance exchange in the relevant jurisdiction. Individuals that purchase non-qualified health plans cannot receive a subsidy in connection with the purchase of non-qualified plans. Commission revenue by segment is presented in the table below (in thousands): Three Months Ended 2023 2022 Medicare Commission revenue from members approved during the period $ 56,617 $ 84,283 Net commission revenue from members approved in prior periods (1) 52 51 Total Medicare segment commission revenue $ 56,669 $ 84,334 Individual, Family and Small Business Commission revenue from members approved during the period $ 6,708 $ 6,042 Commission revenue from renewals of small business members during the period 3,113 3,037 Net commission revenue from members approved in prior periods (1) 1,513 437 Total Individual, Family and Small Business segment commission revenue $ 11,334 $ 9,516 Total commission revenue from members approved during the period $ 63,325 $ 90,325 Commission revenue from renewals of small business members during the period 3,113 3,037 Total net commission revenue from members approved in prior periods (1)(2) 1,565 488 Total commission revenue $ 68,003 $ 93,850 _____________ (1) 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. (2) The impacts of total net commission revenue from members approved in prior periods were $0.06 and $0.02 per basic and diluted share, for the three months ended March 31, 2023 and 2022, respectively. There were no reductions to revenue from members approved in prior periods for the three months ended March 31, 2023 and 2022. |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Financial Statement Information | 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. Our cash, cash equivalents and restricted cash balances are summarized as follows (in thousands): March 31, 2023 December 31, 2022 Cash $ 24,390 $ 17,776 Cash equivalents 156,243 126,625 Cash and cash equivalents 180,633 144,401 Restricted cash 3,239 3,239 Total cash, cash equivalents and restricted cash $ 183,872 $ 147,640 As of March 31, 2023 and December 31, 2022, we had $3.2 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 March 31, 2023. 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 commissions 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 are included in the "General and administrative" line in our Condensed Consolidated Statements of Comprehensive Loss. There were no write-offs during the three months ended March 31, 2023 or for the year ended December 31, 2022. The change in the allowance for credit losses is summarized as follows (in thousands): March 31, 2023 December 31, 2022 Beginning balance $ 2,398 $ 2,198 Change in allowance (236) 200 Ending balance $ 2,162 $ 2,398 Our contract assets – commissions receivable activities, net of credit loss allowances are summarized as follows (in thousands): Medicare Segment IFP/SMB Segment Total Beginning balance at December 31, 2022 $ 817,043 $ 67,261 $ 884,304 Commission revenue from members approved during the period 56,617 6,708 63,325 Commission revenue from renewals of small business members during the period — 3,113 3,113 Net commission revenue from members approved in prior periods 52 1,513 1,565 Cash receipts (139,771) (10,739) (150,510) Net change in credit loss allowance 216 20 236 Ending balance at March 31, 2023 $ 734,157 $ 67,876 $ 802,033 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, at times, 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 $5.4 million as of March 31, 2023. See Note 4 – Fair Value Measurements for more information regarding our marketable securities. 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 – commissions receivable and accounts receivable balances are summarized as follows: March 31, 2023 December 31, 2022 Humana 26 % 26 % UnitedHealthCare (1) 25 % 24 % Aetna (1) 16 % 16 % _____________ (1) Percentages include the carriers' subsidiaries. Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are summarized as follows (in thousands): March 31, 2023 December 31, 2022 Prepaid software and maintenance contracts $ 5,526 $ 5,211 Prepaid expenses 3,136 2,858 Prepaid licenses 1,196 1,116 Prepaid insurance 1,137 1,893 Other current assets 271 223 Prepaid expenses and other current assets $ 11,266 $ 11,301 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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. Our financial assets measured at fair value on a recurring basis are summarized below by their classification within the fair value hierarchy (in thousands): March 31, 2023 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 18,174 $ 18,174 $ — $ — $ 18,174 Commercial paper 117,710 — 117,710 — 117,710 Agency bonds 20,359 — 20,359 — 20,359 Short-term marketable securities Commercial paper 22,059 — 22,059 — 22,059 Total assets measured at fair value $ 178,302 $ 18,174 $ 160,128 $ — $ 178,302 December 31, 2022 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 13,015 $ 13,015 $ — $ — $ 13,015 Commercial paper 112,268 — 112,268 — 112,268 Agency bonds 1,342 — 1,342 — 1,342 Total assets measured at fair value $ 126,625 $ 13,015 $ 113,610 $ — $ 126,625 We endeavor to utilize the best available information in measuring fair value. Our money market funds are measured at fair value based on quoted prices in active markets and are classified as Level 1 within the fair value hierarchy. Our available-for-sale marketable securities, which include commercial paper with maturities of less than one year, are measured at fair value using quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs and are classified as Level 2 within the fair value hierarchy. Our portfolio primarily consisted of financial instruments with a credit rating of A or equivalent by S&P Rating and Moody's Investor Services. There were no transfers between the hierarchy levels during the three months ended March 31, 2023 or the year ended December 31, 2022. The following table summarizes our cash equivalents and available-for-sale debt securities by contractual maturity (in thousands): As of March 31, 2023 As of December 31, 2022 Amortized Cost Fair Value Amortized Cost Fair Value Due in 1 year $ 178,326 $ 178,302 $ 126,664 $ 126,625 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 (in thousands): March 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Money market funds $ 18,174 $ — $ — $ 18,174 Commercial paper 117,732 — (22) 117,710 Agency bonds 20,349 10 — 20,359 Short-term marketable securities Commercial paper 22,071 — (12) 22,059 Total $ 178,326 $ 10 $ (34) $ 178,302 December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Money market funds $ 13,015 $ — $ — $ 13,015 Commercial paper 112,307 — (39) 112,268 Agency bonds 1,342 — — 1,342 Total $ 126,664 $ — $ (39) $ 126,625 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity | Equity 2021 Inducement Plan – On September 22, 2021, the Company adopted an inducement plan (the “2021 Inducement Plan”), pursuant to which the Company reserved 0.4 million 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”). In March 2022 and September 2022, the Company amended and restated its 2021 Inducement Plan to reserve an additional 0.5 million and 1.5 million shares of its common stock, respectively (as amended and restated, the "A&R 2021 Inducement Plan"). The 2021 Inducement Plan and its amendments were approved by the Company's Board of Directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Rules, and the terms and conditions of the A&R 2021 Inducement Plan and awards to be granted thereunder are substantially similar to our stockholder-approved Amended and Restated 2014 Equity Incentive Plan. As of March 31, 2023, 1.6 million shares were issued under the A&R 2021 Inducement Plan. Stock Repurchase Programs – We had no stock repurchase activity during the three months ended March 31, 2023 or 2022. As of March 31, 2023 and 2022, we had a total of 12.5 million shares and 12.1 million shares, respectively, held in treasury. As of March 31, 2023 and 2022, we had 1.8 million and 1.4 million shares, respectively, in treasury that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units as well as 10.7 million shares previously repurchased under our past repurchase programs. 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 for the periods presented below (in thousands): Three Months Ended 2023 2022 Restricted stock units* $ 4,677 $ 4,706 Common stock options 254 257 Employee stock purchase program 63 322 Total stock-based compensation expense $ 4,994 $ 5,285 Related tax benefit recognized $ 1,170 $ 1,225 _________ * 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 2023 2022 Marketing and advertising $ 455 $ 313 Customer care and enrollment 605 454 Technology and content 905 1,850 General and administrative 3,029 2,668 Total stock-based compensation expense $ 4,994 $ 5,285 Amount capitalized for internal-use software 312 506 Total stock-based compensation $ 5,306 $ 5,791 |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 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 PIK dividends that have accrued on such share but that have not previously 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. Conversion Rights – 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”). 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 one individual for election to our Board of Directors 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 our Board of Directors if we fail to maintain certain levels of commissions receivable or liquidity as further discussed below. 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 $69.684, which is the "Minimum Price" computed in accordance with the Certificate of Designations (as further described 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 one 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 of 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 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 30 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 $65.0 million to $125.0 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 our Board of Directors, 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 certain indebtedness as specified in the Investment Agreement until the Company is able to satisfy the minimum liquidity amount requirements in the Investment Agreement for any subsequent 12 consecutive months. As of March 31, 2023, we were in compliance with the asset coverage ratio and minimum liquidity amounts as required in the Investment Agreement. 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 March 31, 2023, 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 March 31, 2023. 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 subsequent periods due to the redemption put right described above and we have elected to recognize such changes prospectively. No shares of Series A preferred stock have been converted and the Series A preferred stock was convertible into 3.3 million shares of common stock as of March 31, 2023. 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 December 31, 2021 $ 232,592 Accrued paid-in-kind dividends 19,357 Change in preferred stock redemption value 11,335 Balance as of December 31, 2022 $ 263,284 Accrued paid-in-kind dividends 5,101 Change in preferred stock redemption value 3,069 Balance as of March 31, 2023 $ 271,454 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Our Series A preferred stock is considered a participating security which requires the use of the 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 loss attributable to common stockholders per share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders per share is computed by dividing the net 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 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. 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 2023 2022 Numerator: Net loss attributable to common stockholders $ (28,048) $ (39,960) Denominator: Shares used in per share calculation – basic 27,648 27,278 Dilutive effect of common stock — — Shares used in per share calculation — diluted 27,648 27,278 Net loss attributable to common stockholders per share – basic and diluted $ (1.01) $ (1.46) For each of the three months ended March 31, 2023 and 2022, 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 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 loss per share consisted of the following (in thousands): Three Months Ended 2023 2022 Convertible preferred stock 3,256 2,981 Restricted stock units* 1,872 1,548 Common stock options 226 279 Employee stock purchase program 41 53 Total 5,395 4,861 _________ * Amounts include market-based and performance-based restricted stock units. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. Our future minimum payments under non-cancellable contractual service and licensing obligations as of March 31, 2023 were as follows (in thousands): For the Years Ending December 31, 2023 (remainder) $ 6,578 2024 2,770 2025 229 2026 — 2027 — Thereafter — Total $ 9,577 Operating Leases Refer to Note 10 – Leases for commitments related to our operating leases. Self-Insurance We provide comprehensive major medical benefits to our employees. Effective January 1, 2023, in the United States, we are self-insured for employee health insurance benefits up to $0.3 million per individual per year and a maximum claim liability of $13.6 million. As a result, we record a self-insurance liability based on claims filed and an estimate of claims incurred but not yet reported. As of March 31, 2023, we had a self-insurance liability balance of $2.0 million in the "Accrued compensation and benefits" line on our Condensed Consolidated Balance Sheets. We had no liability as of December 31, 2022 as our employee health insurance coverage was not self-insured at the time. 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 months ended March 31, 2023 or 2022. Legal proceedings or other contingencies could result in material costs, even if we ultimately prevail. Legal Proceedings Securities Class Action – On April 8, 2020 and April 30, 2020, two purported class action lawsuits were filed against the Company, its then-chief executive officer, Scott N. Flanders, its then-chief financial officer, Derek N. Yung, and its then-chief operating officer, David K. Francis 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 the Company and Messrs. Flanders, Yung and Francis made materially false and misleading statements and/or failed to disclose material information regarding the Company's accounting and modeling assumptions, rate of member churn and the Company's 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 (as amended, the "Exchange Act") 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 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 also appointed a lead plaintiff and lead counsel for the consolidated matter. An Amended Complaint was filed on August 25, 2020, which Defendants moved to dismiss on October 23, 2020. Defendants’ motion, which Plaintiff opposed, was granted in part and denied in part on August 12, 2021. The Court dismissed Plaintiff's claims to the extent premised upon alleged misrepresentations or omissions relating to churn but denied 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. On November 11, 2021, Plaintiff’s counsel filed a suggestion of death with respect to the lead plaintiff Billy White. Plaintiff’s counsel published notice regarding the appointment of a new lead plaintiff on January 17, 2022. On November 9, 2022, the Court appointed Chicago & Vicinity Laborers’ District Council Pension Fund as the new lead plaintiff and approved plaintiff’s selection of counsel. On November 29, 2022, the new lead plaintiff and lead plaintiff’s counsel filed a supplement to the amended complaint, replacing the names of the prior lead plaintiff and counsel and incorporating new lead plaintiff’s previously filed certification. On December 22, 2022, the Company, Mr. Flanders, and Mr. Yung moved for judgment on the pleadings as to the remaining claims. Mr. Francis also moved for judgment on the pleadings the same day, and joined the motion by the Company, Mr. Flanders, and Mr. Yung. The motions for judgment on the pleadings were fully briefed by February 9, 2023 and were scheduled for a hearing on April 13, 2023. On April 5, 2023, the Court vacated the hearing on the motions and stated its intent to issue a decision based on the parties’ written briefing. On April 25, 2023, a consortium of putative class members (the “Algers Funds”) filed a motion to intervene in the case, prior to the expiration of the applicable statute of repose, to preserve their individual rights. On May 5, 2023, a defendants’ statement of non-opposition to Algers Funds limited motion to intervene and a stipulation with Algers Funds regarding same were filed. Derivative Actions – On July 7, 2020, a derivative lawsuit captioned Chernet v. Flanders et al. , Case No. 3:20-cv-04477-SK (N.D. Cal.) (the “ Chernet ” matter) was filed in the United States District Court for the Northern District of California. On October 13, 2020, a derivative lawsuit captioned Lincolnshire Police Pension Fund v. Flanders et al. , Case No. 20CV371555 (Cal. Super. Ct.) (the “ Lincolnshire ” matter) was filed in the Superior Court of California, County of Santa Clara. The complaints were brought against the Company's then-chief executive officer, Mr. Flanders, its then-chief financial officer, Mr. Yung, its then-chief operating officer, Mr. Francis, and the then-current members of the Board of Directors (collectively, the “Individual Defendants”), and name the Company as a nominal defendant. The complaints allege, among other things, that the Individual Defendants made or caused the Company to make materially false and misleading statements and/or failed to disclose material information regarding the Company’s accounting and modeling assumptions, rate of member churn, profitability and internal controls for the period of March 2018 through the present. 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 Exchange Act and asserts claims for abuse of control and gross mismanagement. The Chernet and Lincolnshire complaints seek damages, restitution, attorneys’ fees and costs, and certain measures with respect to the Company's corporate governance and internal procedures, and (in the Lincolnshire lawsuit) equitable and/or injunctive relief. On August 12, 2020, the court stayed the Chernet matter pending the resolution of the then-anticipated motion to dismiss the consolidated securities class action. On December 11, 2020, the court stayed the Lincolnshire matter, also pending the resolution of the motion to dismiss in the consolidated securities class action. On October 5, 2021, a third derivative lawsuit, captioned Badwal v. Flanders et al. , Case No. 4:21-cv-07795 (N.D. Cal.) (the “ Badwal ” matter) was filed in the United States District Court for the Northern District of California. 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 21D of the Exchange Act. The Badwal complaint seeks damages, declaratory relief, corporate governance measures, equitable and injunctive relief, restitution and disgorgement, and attorneys' fees and costs. On November 29, 2021, the federal court consolidated the Chernet and Badwal |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 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. We evaluate our business performance and manage our operations as two distinct operating segments: Medicare and Individual, Family and Small Business. The performance measures of our segments include revenue and segment profit (loss). 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, 2022 for our accounting policies relating to operating segments. The results of our operating segments are summarized for the periods presented below (in thousands): Three Months Ended 2023 2022 Revenue Medicare $ 61,834 $ 95,067 Individual, Family and Small Business 11,889 10,183 Total revenue $ 73,723 $ 105,250 Segment profit (loss) Medicare $ (3,373) $ (14,817) Individual, Family and Small Business 7,413 5,254 Segment profit (loss) 4,040 (9,563) Corporate (16,695) (15,265) Stock-based compensation expense (4,994) (5,285) Depreciation and amortization (5,245) (4,778) Impairment, restructuring and other charges — (4,823) Other expense, net (592) (1,021) Loss before income taxes $ (23,486) $ (40,735) 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): March 31, 2023 December 31, 2022 United States $ 35,138 $ 37,915 China 337 381 Total $ 35,475 $ 38,296 Significant Customers Substantially all revenue for the three months ended March 31, 2023 and 2022 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 2023 2022 Humana 24 % 27 % UnitedHealthCare (1) 22 % 15 % Aetna (1) 6 % 11 % Centene (1) 2 % 14 % __________ (1) Percentages include the carriers' subsidiaries. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Our lease portfolio primarily consists of operating leases for office space and our leases have remaining lease terms of less than 1 year to 7 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. In August 2022, we executed and commenced the sublease of our office space located in Santa Clara, California, which will run through the remaining term of the primary lease, March 31, 2029. This sublease is expected to generate approximately $13.5 million in sublease income over the sublease term. Sublease income is recorded on a straight-line basis as a reduction of lease expense in our Condensed Consolidated Statements of Comprehensive Loss. Total operating lease expenses were $1.9 million for the three months ended March 31, 2023 and 2022 and sublease income was immaterial for the three months ended March 31, 2023 and 2022. Supplemental information related to our leases are as follows (dollars in thousands): Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,102 $ 1,953 March 31, 2023 December 31, 2022 Weighted-average remaining lease term of operating leases 5.5 years 5.7 years Weighted-average discount rate used to recognize operating lease right-of-use-assets 5.6 % 5.6 % As of March 31, 2023, maturities of our operating lease liabilities are as follows (in thousands): Year ending December 31, 2023 (remainder) $ 6,385 2024 8,404 2025 8,610 2026 7,396 2027 6,773 Thereafter 8,201 Total lease payments (1) $ 45,769 Less imputed interest (6,592) Total $ 39,177 ____________ (1) Noncancellable sublease income for the remainder of 2023 and the years ending December 31, 2024, 2025, 2026, 2027 and thereafter of $1.3 million, $2.1 million, $2.2 million, $2.2 million, $2.3 million, and $2.8 million, respectively, are not included in the table above. |
Impairment, Restructuring and O
Impairment, Restructuring and Other Charges | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Impairment, Restructuring and Other Charges | Impairment, Restructuring and Other Charges The following table details impairment, restructuring and other charges for each of the periods presented: Three Months Ended 2023 2022 Restructuring and reorganization charges $ — $ 4,823 Impairment, restructuring and other charges $ — $ 4,823 Restructuring 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): Balance at December 31, 2022 $ 366 Restructuring and reorganization charges — Payments (361) Balance at March 31, 2023 $ 5 During the three months ended March 31, 2023, we incurred no pre-tax restructuring charges. As of March 31, 2023, the restructuring accrual was immaterial and is recorded in other current liabilities on our Condensed Consolidated Balance Sheets. In the first half of 2022, we eliminated 339 full-time positions, which represented approximately 14% 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, and, as a result, recorded pre-tax restructuring charges of $4.8 million in the "Impairment, restructuring and other charges" line in our Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2022. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt On February 28, 2022, we entered into a term loan credit agreement with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto (the "Original Credit Agreement"). On August 16, 2022, we entered into an Amendment (the "Amendment") to the Original Credit Agreement (as amended by the Amendment, the "Credit Agreement"). The Amendment replaced the LIBOR-based Adjusted Euro currency Rate (as defined in the Original Credit Agreement) with Adjusted Term SOFR (as defined in the Amendment) as a reference rate for loans under the Credit Agreement. The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes, to refinance our credit agreement with Royal Bank of Canada ("RBC") and to pay fees and expenses in connection with the entry into the Credit Agreement. The Credit Agreement provides for a $70.0 million secured term loan credit facility. We incurred closing costs totaling $5.1 million, which were recorded as a direct deduction from the face of the loan on our Condensed Consolidated Balance Sheets. There was $3.5 million of unamortized issuance costs as of March 31, 2023. The carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. The carrying value of the loan was $66.5 million as of March 31, 2023. The Original Credit Agreement bore interest, at our option, at either a rate based on the LIBOR for the applicable interest period or a base rate, in each case plus a margin. The base rate was the highest of the prime rate, the federal funds rates plus 0.50% and one month adjusted LIBOR plus 1.00%. The margin was 7.50% for LIBOR loans and 6.50% for base rate loans. After the Amendment, the loans under the Credit Agreement bear interest, at our option, at either a rate based on the Adjusted Term SOFR or a base rate, in each case plus a margin. The base rate is the highest of the prime rate, the federal funds rate plus 0.50% and three-month Adjusted Term SOFR plus 1.00%. The margin is 7.50% for Adjusted Term SOFR loans and 6.50% for base rate loans. As of March 31, 2023, the interest rate was 12.65%. For the three months ended March 31, 2023 and 2022, we incurred interest expense of $2.2 million and $0.6 million, respectively. Furthermore, as part of the Credit Agreement, we incur a $0.3 million fee per annum, payable annually. The outstanding obligations under the Credit Agreement are payable in full on the maturity date. The Credit Agreement matures in February 2025. We have the right to prepay the loans under the Credit Agreement in whole or in part at any time, subject, in the case of certain mandatory prepayments or any voluntary prepayment of the loans under the Credit Agreement after February 28, 2023, to an exit fee, which right we did not exercise. Our obligations under the Credit Agreement are guaranteed by certain of our material domestic subsidiaries and substantially all of our assets and the assets of such guarantors, in each case, subject to customary exclusion. We are obligated to pay administration fees under the Credit Agreement. Financial covenants in the Credit Agreement require that we maintain Liquidity (as defined in the Credit Agreement) at or above $25.0 million as of the last calendar day of any month. The Credit Agreement also requires that the outstanding amount as of the last calendar day of any month be less than 50% of our total contract assets - commissions receivables (i.e., both current and non-current commissions receivables). As of March 31, 2023, we were in compliance with our loan covenants. In the first quarter of 2022, we terminated our credit agreement with RBC, pursuant to which we had an up to $75 million revolving credit facility, in connection with entering into the Credit Agreement. As a result of the termination of our credit agreement with RBC, we wrote-off our remaining related debt issuance cost of $0.4 million in the first quarter of 2022. We had no outstanding borrowings under our agreement with RBC at the time of termination. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 2023 2022 Loss before income taxes $ (23,486) $ (40,735) Benefit from income taxes (3,608) (7,993) Effective tax rate 15.4 % 19.6 % For the three months ended March 31, 2023, we recognized a benefit from income taxes of $3.6 million representing an effective tax rate of 15.4% which was lower than the statutory federal tax rate primarily due to stock-based compensation adjustments and non-deductible lobbying expenses, partially offset by research and development credits and state taxes. For the three months ended March 31, 2022, we recognized a benefit from income taxes of $8.0 million representing an effective tax rate of 19.6% which was lower than the statutory federal tax rate primarily due to stock-based compensation adjustments and non-deductible lobbying expenses, partially offset by research and development credits and state taxes. 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 March 31, 2023, as we believe it is more likely than not that the net deferred tax assets will be realized, with the exception of certain net operating losses and credits that are expected to expire unutilized which have a valuation allowance. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business – eHealth, Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, "eHealth") is a leading private online health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to expertly guide consumers through their health insurance enrollment and related options, when, where and how they prefer. Our platform leverages technology to solve a critical problem in a large and growing market by aiding consumers in what has traditionally been a complex, confusing, and opaque health insurance purchasing process. Our omnichannel consumer engagement platform differentiates our offering from other brokers and enables consumers to use our services online, by telephone with a licensed insurance agent, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities. We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, family, small business and other ancillary health insurance products from approximately 200 health insurance carriers across all fifty states and the District of Columbia. Our plan recommendation tool curates this broad plan selection by analyzing customer health-related information against plan data for insurance coverage fit. This tool is supported by a unified data platform and is available to our ecommerce customers and our licensed agents. We strive to be the most trusted partner to the consumer in their life's journey through the health insurance market. |
Basis of Presentation | Basis of Presentation – The accompanying Condensed Consolidated Balance Sheet as of March 31, 2023 and other condensed consolidated financial statements for the three months ended March 31, 2023 and 2022 are unaudited. The Condensed Consolidated Balance Sheet data as of December 31, 2022 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission on March 1, 2023. 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. 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, 2022 and include all adjustments necessary for the fair presentation of our financial position as of March 31, 2023 and December 31, 2022, and our results of operations for the periods presented. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2023 and therefore should not be relied upon as an indicator of future results. |
Significant Accounting Policies, Estimates and Judgments | 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 fair value of investments, 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements We did not adopt any new accounting pronouncements during the three months ended March 31, 2023. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue by Segment | 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 2023 2022 Medicare Medicare Advantage $ 54,121 $ 78,130 Medicare Supplement 4,065 6,120 Medicare Part D 777 1,460 Total Medicare 58,963 85,710 Individual and Family (1) Non-Qualified Health Plans 2,355 1,610 Qualified Health Plans 1,651 1,516 Total Individual and Family 4,006 3,126 Ancillary Short-term 984 1,343 Dental 710 831 Vision 210 243 Other 518 414 Total Ancillary 2,422 2,831 Small Business 4,873 3,483 Commission Bonus and Other (2,261) (1,300) Total Commission Revenue 68,003 93,850 Other Revenue Sponsorship and Advertising Revenue 4,943 10,645 Other 777 755 Total Other Revenue 5,720 11,400 Total Revenue $ 73,723 $ 105,250 _____________ (1) We define our individual and family plan offerings as major medical individual and family health insurance plans, which do not include Medicare-related, small business or ancillary plans. Individual and family plans include both qualified and non-qualified plans. Qualified health plans 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 do not meet the requirements of the Affordable Care Act and are not offered through the government-run health insurance exchange in the relevant jurisdiction. Individuals that purchase non-qualified health plans cannot receive a subsidy in connection with the purchase of non-qualified plans. Commission revenue by segment is presented in the table below (in thousands): Three Months Ended 2023 2022 Medicare Commission revenue from members approved during the period $ 56,617 $ 84,283 Net commission revenue from members approved in prior periods (1) 52 51 Total Medicare segment commission revenue $ 56,669 $ 84,334 Individual, Family and Small Business Commission revenue from members approved during the period $ 6,708 $ 6,042 Commission revenue from renewals of small business members during the period 3,113 3,037 Net commission revenue from members approved in prior periods (1) 1,513 437 Total Individual, Family and Small Business segment commission revenue $ 11,334 $ 9,516 Total commission revenue from members approved during the period $ 63,325 $ 90,325 Commission revenue from renewals of small business members during the period 3,113 3,037 Total net commission revenue from members approved in prior periods (1)(2) 1,565 488 Total commission revenue $ 68,003 $ 93,850 _____________ (1) 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. (2) The impacts of total net commission revenue from members approved in prior periods were $0.06 and $0.02 per basic and diluted share, for the three months ended March 31, 2023 and 2022, respectively. There were no reductions to revenue from members approved in prior periods for the three months ended March 31, 2023 and 2022. |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Our cash, cash equivalents and restricted cash balances are summarized as follows (in thousands): March 31, 2023 December 31, 2022 Cash $ 24,390 $ 17,776 Cash equivalents 156,243 126,625 Cash and cash equivalents 180,633 144,401 Restricted cash 3,239 3,239 Total cash, cash equivalents and restricted cash $ 183,872 $ 147,640 |
Schedule of Cash, Cash Equivalents and Restricted Cash | Our cash, cash equivalents and restricted cash balances are summarized as follows (in thousands): March 31, 2023 December 31, 2022 Cash $ 24,390 $ 17,776 Cash equivalents 156,243 126,625 Cash and cash equivalents 180,633 144,401 Restricted cash 3,239 3,239 Total cash, cash equivalents and restricted cash $ 183,872 $ 147,640 |
Schedule of Change in Allowance for Credit Loss | The change in the allowance for credit losses is summarized as follows (in thousands): March 31, 2023 December 31, 2022 Beginning balance $ 2,398 $ 2,198 Change in allowance (236) 200 Ending balance $ 2,162 $ 2,398 |
Schedule of Contract Assets - Commissions Receivable | Our contract assets – commissions receivable activities, net of credit loss allowances are summarized as follows (in thousands): Medicare Segment IFP/SMB Segment Total Beginning balance at December 31, 2022 $ 817,043 $ 67,261 $ 884,304 Commission revenue from members approved during the period 56,617 6,708 63,325 Commission revenue from renewals of small business members during the period — 3,113 3,113 Net commission revenue from members approved in prior periods 52 1,513 1,565 Cash receipts (139,771) (10,739) (150,510) Net change in credit loss allowance 216 20 236 Ending balance at March 31, 2023 $ 734,157 $ 67,876 $ 802,033 |
Schedule of Credit Risk | Carriers that represented 10% or more of our total contract assets – commissions receivable and accounts receivable balances are summarized as follows: March 31, 2023 December 31, 2022 Humana 26 % 26 % UnitedHealthCare (1) 25 % 24 % Aetna (1) 16 % 16 % _____________ (1) Percentages include the carriers' subsidiaries. |
Schedule of Prepaid Expenses and Other Current Assets | Our prepaid expenses and other current assets are summarized as follows (in thousands): March 31, 2023 December 31, 2022 Prepaid software and maintenance contracts $ 5,526 $ 5,211 Prepaid expenses 3,136 2,858 Prepaid licenses 1,196 1,116 Prepaid insurance 1,137 1,893 Other current assets 271 223 Prepaid expenses and other current assets $ 11,266 $ 11,301 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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. |
Summary of Financial Assets Measured at Fair Value on a Recurring Basis | Our financial assets measured at fair value on a recurring basis are summarized below by their classification within the fair value hierarchy (in thousands): March 31, 2023 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 18,174 $ 18,174 $ — $ — $ 18,174 Commercial paper 117,710 — 117,710 — 117,710 Agency bonds 20,359 — 20,359 — 20,359 Short-term marketable securities Commercial paper 22,059 — 22,059 — 22,059 Total assets measured at fair value $ 178,302 $ 18,174 $ 160,128 $ — $ 178,302 December 31, 2022 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 13,015 $ 13,015 $ — $ — $ 13,015 Commercial paper 112,268 — 112,268 — 112,268 Agency bonds 1,342 — 1,342 — 1,342 Total assets measured at fair value $ 126,625 $ 13,015 $ 113,610 $ — $ 126,625 |
Summary of Contractual Maturities | The following table summarizes our cash equivalents and available-for-sale debt securities by contractual maturity (in thousands): As of March 31, 2023 As of December 31, 2022 Amortized Cost Fair Value Amortized Cost Fair Value Due in 1 year $ 178,326 $ 178,302 $ 126,664 $ 126,625 |
Summary of Unrealized Gains and Losses | 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 (in thousands): March 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Money market funds $ 18,174 $ — $ — $ 18,174 Commercial paper 117,732 — (22) 117,710 Agency bonds 20,349 10 — 20,359 Short-term marketable securities Commercial paper 22,071 — (12) 22,059 Total $ 178,326 $ 10 $ (34) $ 178,302 December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Money market funds $ 13,015 $ — $ — $ 13,015 Commercial paper 112,307 — (39) 112,268 Agency bonds 1,342 — — 1,342 Total $ 126,664 $ — $ (39) $ 126,625 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock-based Compensation Expense by Award Type | Our stock-based compensation expense is summarized as follows by award types for the periods presented below (in thousands): Three Months Ended 2023 2022 Restricted stock units* $ 4,677 $ 4,706 Common stock options 254 257 Employee stock purchase program 63 322 Total stock-based compensation expense $ 4,994 $ 5,285 Related tax benefit recognized $ 1,170 $ 1,225 _________ * Amounts include market-based and performance-based restricted stock units. |
Schedule of Stock-based Compensation Expense by Operating Function | The following table summarizes stock-based compensation expense by operating function for the periods presented below (in thousands): Three Months Ended 2023 2022 Marketing and advertising $ 455 $ 313 Customer care and enrollment 605 454 Technology and content 905 1,850 General and administrative 3,029 2,668 Total stock-based compensation expense $ 4,994 $ 5,285 Amount capitalized for internal-use software 312 506 Total stock-based compensation $ 5,306 $ 5,791 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Convertible Preferred Stock | 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 December 31, 2021 $ 232,592 Accrued paid-in-kind dividends 19,357 Change in preferred stock redemption value 11,335 Balance as of December 31, 2022 $ 263,284 Accrued paid-in-kind dividends 5,101 Change in preferred stock redemption value 3,069 Balance as of March 31, 2023 $ 271,454 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | 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 2023 2022 Numerator: Net loss attributable to common stockholders $ (28,048) $ (39,960) Denominator: Shares used in per share calculation – basic 27,648 27,278 Dilutive effect of common stock — — Shares used in per share calculation — diluted 27,648 27,278 Net loss attributable to common stockholders per share – basic and diluted $ (1.01) $ (1.46) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The number of outstanding anti-dilutive shares that were excluded from the computation of diluted net loss per share consisted of the following (in thousands): Three Months Ended 2023 2022 Convertible preferred stock 3,256 2,981 Restricted stock units* 1,872 1,548 Common stock options 226 279 Employee stock purchase program 41 53 Total 5,395 4,861 _________ * Amounts include market-based and performance-based restricted stock units. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments For Contractual Obligations | Our future minimum payments under non-cancellable contractual service and licensing obligations as of March 31, 2023 were as follows (in thousands): For the Years Ending December 31, 2023 (remainder) $ 6,578 2024 2,770 2025 229 2026 — 2027 — Thereafter — Total $ 9,577 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The results of our operating segments are summarized for the periods presented below (in thousands): Three Months Ended 2023 2022 Revenue Medicare $ 61,834 $ 95,067 Individual, Family and Small Business 11,889 10,183 Total revenue $ 73,723 $ 105,250 Segment profit (loss) Medicare $ (3,373) $ (14,817) Individual, Family and Small Business 7,413 5,254 Segment profit (loss) 4,040 (9,563) Corporate (16,695) (15,265) Stock-based compensation expense (4,994) (5,285) Depreciation and amortization (5,245) (4,778) Impairment, restructuring and other charges — (4,823) Other expense, net (592) (1,021) Loss before income taxes $ (23,486) $ (40,735) |
Schedule of Long Lived Assets by Geographical Areas | Long-lived assets by geographical area are summarized as follows (in thousands): March 31, 2023 December 31, 2022 United States $ 35,138 $ 37,915 China 337 381 Total $ 35,475 $ 38,296 |
Schedule of Revenue by Major Customers | Carriers representing 10% or more of our total revenue are summarized as follows: Three Months Ended 2023 2022 Humana 24 % 27 % UnitedHealthCare (1) 22 % 15 % Aetna (1) 6 % 11 % Centene (1) 2 % 14 % __________ (1) Percentages include the carriers' subsidiaries. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Expense and Supplemental Information | Supplemental information related to our leases are as follows (dollars in thousands): Three Months Ended 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,102 $ 1,953 March 31, 2023 December 31, 2022 Weighted-average remaining lease term of operating leases 5.5 years 5.7 years Weighted-average discount rate used to recognize operating lease right-of-use-assets 5.6 % 5.6 % |
Schedule of Operating Lease Maturities | As of March 31, 2023, maturities of our operating lease liabilities are as follows (in thousands): Year ending December 31, 2023 (remainder) $ 6,385 2024 8,404 2025 8,610 2026 7,396 2027 6,773 Thereafter 8,201 Total lease payments (1) $ 45,769 Less imputed interest (6,592) Total $ 39,177 ____________ (1) Noncancellable sublease income for the remainder of 2023 and the years ending December 31, 2024, 2025, 2026, 2027 and thereafter of $1.3 million, $2.1 million, $2.2 million, $2.2 million, $2.3 million, and $2.8 million, respectively, are not included in the table above. |
Impairment, Restructuring and_2
Impairment, Restructuring and Other Charges (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Impairment, Restructuring and Other Charges (Recoveries) | The following table details impairment, restructuring and other charges for each of the periods presented: Three Months Ended 2023 2022 Restructuring and reorganization charges $ — $ 4,823 Impairment, restructuring and other charges $ — $ 4,823 |
Summary of Restructuring and Other Related Liabilities | The following table summarizes the cash-based restructuring and reorganization related liabilities (in thousands): Balance at December 31, 2022 $ 366 Restructuring and reorganization charges — Payments (361) Balance at March 31, 2023 $ 5 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | 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 2023 2022 Loss before income taxes $ (23,486) $ (40,735) Benefit from income taxes (3,608) (7,993) Effective tax rate 15.4 % 19.6 % |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies (Details) | Mar. 31, 2023 state insurance_carrier |
Accounting Policies [Abstract] | |
Number of health insurance carriers (more than) | insurance_carrier | 200 |
Number of states in which the company is licensed to market and sell health insurance | state | 50 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 73,723 | $ 105,250 |
Medicare | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 58,963 | 85,710 |
Medicare | Medicare Advantage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 54,121 | 78,130 |
Medicare | Medicare Supplement | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,065 | 6,120 |
Medicare | Medicare Part D | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 777 | 1,460 |
Individual and Family | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,006 | 3,126 |
Individual and Family | Non-Qualified Health Plans | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,355 | 1,610 |
Individual and Family | Qualified Health Plans | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,651 | 1,516 |
Ancillary | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,422 | 2,831 |
Ancillary | Short-term | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 984 | 1,343 |
Ancillary | Dental | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 710 | 831 |
Ancillary | Vision | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 210 | 243 |
Ancillary | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 518 | 414 |
Small Business | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,873 | 3,483 |
Commission Bonus and Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | (2,261) | (1,300) |
Total Commission Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 68,003 | 93,850 |
Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,720 | 11,400 |
Other Revenue | Sponsorship and Advertising Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,943 | 10,645 |
Other Revenue | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 777 | $ 755 |
Revenue - Commission Revenue by
Revenue - Commission Revenue by Segment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 73,723,000 | $ 105,250,000 |
Basic (in dollars per share) | $ (1.01) | $ (1.46) |
Diluted (in dollars per share) | $ (1.01) | $ (1.46) |
Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 68,003,000 | $ 93,850,000 |
Commission revenue from members approved during the period | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 63,325,000 | 90,325,000 |
Commission revenue from renewals of small business members during the period | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,113,000 | 3,037,000 |
Total Net Commission Revenue from Members Approved in Prior Periods | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,565,000 | $ 488,000 |
Basic (in dollars per share) | $ 0.06 | $ 0.02 |
Diluted (in dollars per share) | $ 0.06 | $ 0.02 |
Change in revenue | $ 0 | $ 0 |
Medicare | Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 56,669,000 | 84,334,000 |
Medicare | Commission revenue from members approved during the period | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 56,617,000 | 84,283,000 |
Medicare | Commission revenue from renewals of small business members during the period | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | |
Medicare | Total Net Commission Revenue from Members Approved in Prior Periods | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 52,000 | 51,000 |
Individual, Family and Small Business | Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 11,334,000 | 9,516,000 |
Individual, Family and Small Business | Commission revenue from members approved during the period | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,708,000 | 6,042,000 |
Individual, Family and Small Business | Commission revenue from renewals of small business members during the period | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,113,000 | 3,037,000 |
Individual, Family and Small Business | Total Net Commission Revenue from Members Approved in Prior Periods | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,513,000 | $ 437,000 |
Supplemental Financial Statem_3
Supplemental Financial Statement Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash | $ 24,390 | $ 17,776 | ||
Cash equivalents | 156,243 | 126,625 | ||
Cash and cash equivalents | 180,633 | 144,401 | ||
Restricted cash | 3,239 | 3,239 | ||
Total cash, cash equivalents and restricted cash | $ 183,872 | $ 147,640 | $ 223,802 | $ 85,165 |
Supplemental Financial Statem_4
Supplemental Financial Statement Information - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | $ 3,239,000 | $ 3,239,000 |
Write-off | 0 | $ 0 |
China | ||
Cash and Cash Equivalents [Line Items] | ||
Deposits | $ 5,400,000 |
Supplemental Financial Statem_5
Supplemental Financial Statement Information - Schedule of Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Contract with Customer, Asset, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 2,398 | $ 2,198 |
Change in allowance | (236) | 200 |
Ending balance | $ 2,162 | $ 2,398 |
Supplemental Financial Statem_6
Supplemental Financial Statement Information - Schedule of Commissions Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Change in Contract with Customer, Asset [Roll Forward] | ||
Beginning balance at December 31, 2022 | $ 884,304 | |
Total revenue | 73,723 | $ 105,250 |
Cash receipts | (150,510) | |
Net change in credit loss allowance | 236 | |
Ending balance at March 31, 2023 | 802,033 | |
Medicare Segment | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Beginning balance at December 31, 2022 | 817,043 | |
Cash receipts | (139,771) | |
Net change in credit loss allowance | 216 | |
Ending balance at March 31, 2023 | 734,157 | |
IFP/SMB Segment | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Beginning balance at December 31, 2022 | 67,261 | |
Cash receipts | (10,739) | |
Net change in credit loss allowance | 20 | |
Ending balance at March 31, 2023 | 67,876 | |
Commission revenue from members approved during the period | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Total revenue | 63,325 | 90,325 |
Commission revenue from members approved during the period | Medicare Segment | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Total revenue | 56,617 | 84,283 |
Commission revenue from members approved during the period | IFP/SMB Segment | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Total revenue | 6,708 | 6,042 |
Commission revenue from renewals of small business members during the period | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Total revenue | 3,113 | 3,037 |
Commission revenue from renewals of small business members during the period | Medicare Segment | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Total revenue | 0 | |
Commission revenue from renewals of small business members during the period | IFP/SMB Segment | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Total revenue | 3,113 | 3,037 |
Net commission revenue from members approved in prior periods | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Total revenue | 1,565 | 488 |
Net commission revenue from members approved in prior periods | Medicare Segment | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Total revenue | 52 | 51 |
Net commission revenue from members approved in prior periods | IFP/SMB Segment | ||
Change in Contract with Customer, Asset [Roll Forward] | ||
Total revenue | $ 1,513 | $ 437 |
Supplemental Financial Statem_7
Supplemental Financial Statement Information - Schedule of Credit Risk (Details) - Customer Concentration Risk - Accounts Receivable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Humana | ||
Concentration Risk [Line Items] | ||
Major customer revenue, percentage | 26% | 26% |
UnitedHealthCare | ||
Concentration Risk [Line Items] | ||
Major customer revenue, percentage | 25% | 24% |
Aetna | ||
Concentration Risk [Line Items] | ||
Major customer revenue, percentage | 16% | 16% |
Supplemental Financial Statem_8
Supplemental Financial Statement Information - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid software and maintenance contracts | $ 5,526 | $ 5,211 |
Prepaid expenses | 3,136 | 2,858 |
Prepaid licenses | 1,196 | 1,116 |
Prepaid insurance | 1,137 | 1,893 |
Other current assets | 271 | 223 |
Prepaid expenses and other current assets | $ 11,266 | $ 11,301 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Short-term marketable securities | $ 22,059 | $ 0 |
Commercial paper | ||
Assets | ||
Short-term marketable securities | 22,059 | |
Money market funds | ||
Assets | ||
Cash equivalents | 18,174 | 13,015 |
Commercial paper | ||
Assets | ||
Cash equivalents | 117,710 | 112,268 |
Agency bonds | ||
Assets | ||
Cash equivalents | 20,359 | 1,342 |
Recurring | Level 1 | ||
Assets | ||
Total assets measured at fair value | 18,174 | 13,015 |
Recurring | Level 2 | ||
Assets | ||
Total assets measured at fair value | 160,128 | 113,610 |
Recurring | Level 3 | ||
Assets | ||
Total assets measured at fair value | 0 | 0 |
Recurring | Carrying Value | ||
Assets | ||
Total assets measured at fair value | 178,302 | 126,625 |
Recurring | Fair Value | ||
Assets | ||
Total assets measured at fair value | 178,302 | 126,625 |
Recurring | Commercial paper | Level 1 | ||
Assets | ||
Short-term marketable securities | 0 | |
Recurring | Commercial paper | Level 2 | ||
Assets | ||
Short-term marketable securities | 22,059 | |
Recurring | Commercial paper | Level 3 | ||
Assets | ||
Short-term marketable securities | 0 | |
Recurring | Commercial paper | Carrying Value | ||
Assets | ||
Short-term marketable securities | 22,059 | |
Recurring | Commercial paper | Fair Value | ||
Assets | ||
Short-term marketable securities | 22,059 | |
Recurring | Money market funds | Level 1 | ||
Assets | ||
Cash equivalents | 18,174 | 13,015 |
Recurring | Money market funds | Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Recurring | Money market funds | Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Recurring | Money market funds | Carrying Value | ||
Assets | ||
Cash equivalents | 18,174 | 13,015 |
Recurring | Money market funds | Fair Value | ||
Assets | ||
Cash equivalents | 18,174 | 13,015 |
Recurring | Commercial paper | Level 1 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Recurring | Commercial paper | Level 2 | ||
Assets | ||
Cash equivalents | 117,710 | 112,268 |
Recurring | Commercial paper | Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Recurring | Commercial paper | Carrying Value | ||
Assets | ||
Cash equivalents | 117,710 | 112,268 |
Recurring | Commercial paper | Fair Value | ||
Assets | ||
Cash equivalents | 117,710 | 112,268 |
Recurring | Agency bonds | Level 1 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Recurring | Agency bonds | Level 2 | ||
Assets | ||
Cash equivalents | 20,359 | 1,342 |
Recurring | Agency bonds | Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Recurring | Agency bonds | Carrying Value | ||
Assets | ||
Cash equivalents | 20,359 | 1,342 |
Recurring | Agency bonds | Fair Value | ||
Assets | ||
Cash equivalents | $ 20,359 | $ 1,342 |
Fair Value Measurements - Contr
Fair Value Measurements - Contractual Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Amortized Cost | ||
Due in 1 year | $ 178,326 | $ 126,664 |
Fair Value | ||
Due in 1 year | $ 178,302 | $ 126,625 |
Fair Value Measurements - Unrea
Fair Value Measurements - Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Cash equivalents | ||
Cash and cash equivalents | $ 180,633 | $ 144,401 |
Short-term marketable securities | ||
Fair Value | 22,059 | 0 |
Total | 178,326 | 126,664 |
Unrealized Gains | 10 | 0 |
Unrealized Losses | (34) | (39) |
Fair Value | 178,302 | 126,625 |
Commercial paper | ||
Short-term marketable securities | ||
Amortized Cost | 22,071 | |
Unrealized Gains | 0 | |
Unrealized Losses | (12) | |
Fair Value | 22,059 | |
Money market funds | ||
Cash equivalents | ||
Cash and cash equivalents | 18,174 | 13,015 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 18,174 | 13,015 |
Commercial paper | ||
Cash equivalents | ||
Cash and cash equivalents | 117,732 | 112,307 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (22) | (39) |
Fair Value | 117,710 | 112,268 |
Agency bonds | ||
Cash equivalents | ||
Cash and cash equivalents | 20,349 | 1,342 |
Unrealized Gains | 10 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 20,359 | $ 1,342 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - security | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Number of securities in net loss positions | 28 | 26 |
Equity - Narrative (Details)
Equity - Narrative (Details) - shares | 1 Months Ended | 3 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 22, 2021 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Shares reserved for future issuance (in shares) | 400,000 | ||||
Additional shares reserved (in shares) | 1,500,000 | 500,000 | |||
Granted (in shares) | 1,600,000 | ||||
Number of shares repurchased under share repurchase plan (in shares) | 0 | 0 | |||
Treasury stock (in shares) | 12,100,000 | 12,500,000 | 12,100,000 | ||
Treasury shares that were previously surrendered by employees to satisfy tax withholdings (in shares) | 1,800,000 | 1,400,000 | |||
Previous share repurchase programs | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Number of shares repurchased under share repurchase plan (in shares) | 10,700,000 |
Equity - Schedule of Stock-Base
Equity - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 4,994 | $ 5,285 |
Related tax benefit recognized | 1,170 | 1,225 |
Amount capitalized for internal-use software | 312 | 506 |
Total stock-based compensation | 5,306 | 5,791 |
Marketing and advertising | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 455 | 313 |
Customer care and enrollment | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 605 | 454 |
Technology and content | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 905 | 1,850 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 3,029 | 2,668 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 4,677 | 4,706 |
Common stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 254 | 257 |
Employee stock purchase program | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 63 | $ 322 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Apr. 30, 2024 day | Jun. 30, 2023 | Apr. 30, 2021 USD ($) state vote $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2021 $ / shares | Apr. 30, 2027 day | Aug. 17, 2023 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 17, 2021 USD ($) | |
Temporary Equity [Line Items] | ||||||||||
Sale of stock, shares issued (in shares) | shares | 2,250,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||
Gross proceeds | $ 225,000 | |||||||||
Carrying amount | 214,000 | $ 271,454 | $ 263,284 | $ 232,592 | ||||||
Payments of stock issuance costs | $ 10,975 | |||||||||
Dividend rate | 8% | |||||||||
Stated value (in dollars per share) | $ / shares | $ 100 | |||||||||
Conversion rate (in dollars per share) | $ / shares | $ 79.5861 | |||||||||
Redemption put right, percentage of accrued value | 135% | |||||||||
Number of votes per share | vote | 1 | |||||||||
Asset coverage ratio | 200% | |||||||||
Shares converted (in shares) | shares | 0 | |||||||||
Accrued paid-in-kind dividends, common stock equivalent, as-converted (in shares) | shares | 3,300,000 | |||||||||
Series A Preferred Stock | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Aggregate accrued value divsor (in dollars per share) | $ / shares | $ 69.684 | |||||||||
Minimum | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Minimum liquidity amount | $ 65,000 | |||||||||
Maximum | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Minimum liquidity amount | $ 125,000 | |||||||||
H.I.G | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Number of nominations to board of directors | state | 1 | |||||||||
Minimum common stock ownership percentage needed to nominate individual to board of directors | 30% | |||||||||
Minimum ownership percentage | 30% | |||||||||
Scenario, Forecast | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Dividend rate, payable-in-kind | 6% | |||||||||
Dividend rate, cash | 2% | |||||||||
Redemption put right, percentage of accrued value | 135% | |||||||||
Redemption call right, number of days for written notice | day | 30 | |||||||||
Threshold percentage of conversion price | 167.50% | |||||||||
Threshold consecutive trading days | day | 20 | |||||||||
Threshold trading days | day | 30 | |||||||||
Asset coverage ratio | 250% |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Stock (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |||
Gross proceeds | $ 225,000 | ||
Less: issuance costs | (10,975) | ||
Net proceeds | 214,025 | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning balance | $ 263,284 | $ 232,592 | |
Accrued paid-in-kind dividends | 5,101 | 19,357 | |
Change in preferred stock redemption value | 3,069 | 11,335 | |
Ending balance | $ 214,000 | $ 271,454 | $ 263,284 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss attributable to common stockholders basic | $ (28,048) | $ (39,960) |
Net loss attributable to common stockholders diluted | $ (28,048) | $ (39,960) |
Denominator: | ||
Shares used in per share calculation - basic (in shares) | 27,648 | 27,278 |
Dilutive effect of common stock (in shares) | 0 | 0 |
Shares used in per share calculation - diluted (in shares) | 27,648 | 27,278 |
Net loss attributable to common stockholders per share - basic (in dollars per share) | $ (1.01) | $ (1.46) |
Net loss attributable to common stockholders per share - diluted (in dollars per share) | $ (1.01) | $ (1.46) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Anti-Dilutive Shares Excluded from Computation Of Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 5,395 | 4,861 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 3,256 | 2,981 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,872 | 1,548 |
Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 226 | 279 |
Employee stock purchase program | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 41 | 53 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 (remainder) | $ 6,578 |
2024 | 2,770 |
2025 | 229 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total | $ 9,577 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Millions | 1 Months Ended | ||
Apr. 30, 2020 claim | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Self insurance reserve, maximum benefits per employee | $ 0.3 | ||
Self insurance maximum claim liability | 13.6 | ||
Self insurance reserve | $ 2 | $ 0 | |
New claims filed | claim | 2 |
Segment and Geographic Inform_3
Segment and Geographic Information - Segment Operating Results (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 2 | |
Total revenue | $ 73,723 | $ 105,250 |
Stock-based compensation expense | (4,994) | (5,285) |
Depreciation and amortization | (5,245) | (4,778) |
Impairment, restructuring and other charges | 0 | (4,823) |
Other expense, net | (592) | (1,021) |
Loss before income taxes | (23,486) | (40,735) |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 73,723 | 105,250 |
Segment profit (loss) | 4,040 | (9,563) |
Operating Segments | Medicare | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 61,834 | 95,067 |
Segment profit (loss) | (3,373) | (14,817) |
Operating Segments | Individual, Family and Small Business | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 11,889 | 10,183 |
Segment profit (loss) | 7,413 | 5,254 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Segment profit (loss) | $ (16,695) | $ (15,265) |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Long-Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 35,475 | $ 38,296 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 35,138 | 37,915 |
China | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 337 | $ 381 |
Segment and Geographic Inform_5
Segment and Geographic Information - Schedule of Revenue by Major Customers (Details) - Customer Concentration Risk - Revenue | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Humana | ||
Revenue, Major Customer [Line Items] | ||
Major customer revenue, percentage | 24% | 27% |
UnitedHealthCare | ||
Revenue, Major Customer [Line Items] | ||
Major customer revenue, percentage | 22% | 15% |
Aetna | ||
Revenue, Major Customer [Line Items] | ||
Major customer revenue, percentage | 6% | 11% |
Centene | ||
Revenue, Major Customer [Line Items] | ||
Major customer revenue, percentage | 2% | 14% |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Aug. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Base rent payments to be received | $ 13.5 | ||
Operating lease, expenses | $ 1.9 | $ 1.9 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 7 years |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2,102 | $ 1,953 | |
Weighted-average remaining lease term of operating leases | 5 years 6 months | 5 years 8 months 12 days | |
Weighted-average discount rate used to recognize operating lease right-of-use-assets | 5.60% | 5.60% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Operating leases | |
2023 (remainder) | $ 6,385 |
2024 | 8,404 |
2025 | 8,610 |
2026 | 7,396 |
2027 | 6,773 |
Thereafter | 8,201 |
Total lease payments | 45,769 |
Less imputed interest | (6,592) |
Total | 39,177 |
Sublease income, remainder of 2023 | 1,300 |
Sublease income, 2024 | 2,100 |
Sublease income, 2025 | 2,200 |
Sublease income, 2026 | 2,200 |
Sublease income, 2027 | 2,300 |
Sublease income, thereafter | $ 2,800 |
Impairment, Restructuring and_3
Impairment, Restructuring and Other Charges - Impairment, Restructuring and Other Charges (Recoveries) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring and reorganization charges | $ 0 | $ 4,823 |
Impairment, restructuring and other charges | $ 0 | $ 4,823 |
Impairment, Restructuring and_4
Impairment, Restructuring and Other Charges - Restructuring and Other Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Balance at December 31, 2022 | $ 366 | |
Restructuring and reorganization charges | 0 | $ 4,823 |
Payments | (361) | |
Balance at March 31, 2023 | $ 5 |
Impairment, Restructuring and_5
Impairment, Restructuring and Other Charges - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 employee | |
Restructuring and Related Activities [Abstract] | |||
Restructuring and reorganization charges | $ | $ 0 | $ 4,823 | |
Positions eliminated | employee | 339 | ||
Percentage of total workforce | 14% |
Debt (Details)
Debt (Details) - Line of Credit - USD ($) | 3 Months Ended | |||
Aug. 16, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Secured Debt | Term Loan Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 70,000,000 | |||
Unamortized issuance costs | $ 5,100,000 | |||
Debt issuance costs | 3,500,000 | |||
Carrying value | $ 66,500,000 | |||
Interest rate | 12.65% | |||
Interest expense | $ 2,200,000 | $ 600,000 | ||
Annual agreement fee | 300,000 | |||
Minimum liquidity | $ 25,000,000 | |||
Outstanding amount as a percentage of total contract assets - commissions receivables (less than) | 50% | |||
Secured Debt | Term Loan Credit Agreement | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on interest rate | 0.50% | 0.50% | ||
Secured Debt | Term Loan Credit Agreement | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on interest rate | 1% | |||
Interest rate | 7.50% | |||
Secured Debt | Term Loan Credit Agreement | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.50% | 6.50% | ||
Secured Debt | Term Loan Credit Agreement | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on interest rate | 1% | |||
Interest rate | 7.50% | |||
Revolving Credit Facility | Revolving Credit Facility Agreement | ||||
Debt Instrument [Line Items] | ||||
Amount terminated | 75,000,000 | |||
Write-off of debt issuance costs | 400,000 | |||
Borrowings under line of credit | $ 0 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (23,486) | $ (40,735) |
Benefit from income taxes | $ (3,608) | $ (7,993) |
Effective tax rate | 15.40% | 19.60% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Benefit from income taxes | $ 3,608 | $ 7,993 |
Effective tax rate | 15.40% | 19.60% |