Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | EHTH | ||
Entity Registrant Name | eHealth, Inc. | ||
Entity Central Index Key | 0001333493 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 185,966,815 | ||
Entity Common Stock, Shares Outstanding | 22,545,779 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | [1] | |
Current assets: | ||||
Cash and cash equivalents | $ 13,089 | $ 40,293 | ||
Accounts receivable | 3,601 | 1,475 | ||
Commissions receivable - current | 134,190 | 109,666 | ||
Prepaid expenses and other current assets | 5,288 | 4,305 | ||
Total current assets | 156,168 | 155,739 | ||
Commissions receivable - non-current | 211,668 | 169,751 | ||
Property and equipment, net | 7,684 | 4,705 | ||
Other assets | 11,276 | 7,287 | ||
Intangible assets, net | 12,249 | 7,540 | ||
Goodwill | 40,233 | 14,096 | ||
Total assets | 439,278 | 359,118 | ||
Current liabilities: | ||||
Accounts payable | 5,688 | 3,246 | ||
Accrued compensation and benefits | 20,763 | 15,498 | ||
Accrued marketing expenses | 11,013 | 4,693 | ||
Earnout liability - current | 20,730 | 0 | ||
Other current liabilities | 2,425 | 2,008 | ||
Total current liabilities | 60,619 | 25,445 | ||
Debt - non-current | 5,000 | 0 | ||
Earnout liability - non-current | 19,270 | 0 | ||
Deferred income taxes | 47,901 | 45,089 | ||
Other non-current liabilities | 3,339 | 1,920 | ||
Stockholders’ equity: | ||||
Preferred stock: $0.001 par value; Authorized shares: 10,000,000; Issued and outstanding shares: none | 0 | 0 | ||
Common stock: $0.001 par value; Authorized shares: 100,000,000; Issued shares: 30,863,365 and 29,879,952 at December 31, 2018 and 2017, respectively; Outstanding shares: 19,437,073 and 18,641,957 at December 31, 2018 and 2017, respectively | 31 | 30 | ||
Additional paid-in capital | 298,024 | 281,706 | ||
Treasury stock, at cost: 11,426,292 and 11,237,995 shares at December 31, 2018 and 2017, respectively | (199,998) | (199,998) | ||
Retained earnings | 204,965 | 204,724 | ||
Accumulated other comprehensive income | 127 | 202 | ||
Total stockholders’ equity | [2] | 303,149 | 286,664 | |
Total liabilities and stockholders’ equity | $ 439,278 | $ 359,118 | ||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||
[2] | Balances and the years ended December 31, 2016 and 2017 have been adjusted for the adoption of ASC 606 using the full retrospective method. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 30,863,365 | 29,879,952 |
Common stock, shares outstanding (in shares) | 19,437,073 | 18,641,957 |
Treasury stock (in shares) | 11,426,292 | 11,237,995 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2017 | [2] | Dec. 31, 2016 | [2] | |||
Revenue | |||||||
Commission | $ 227,211 | $ 176,883 | [1] | $ 177,234 | [1] | ||
Other | 24,184 | 13,823 | [1] | 16,090 | [1] | ||
Total revenue | 251,395 | 190,706 | [1],[3] | 193,324 | [1] | ||
Operating costs and expenses: | |||||||
Cost of revenue | 1,228 | 582 | 862 | ||||
Marketing and advertising | 82,939 | 65,874 | 72,213 | ||||
Customer care and enrollment | 70,547 | 59,183 | 48,718 | ||||
Technology and content | 31,970 | 32,889 | 32,749 | ||||
General and administrative | 45,828 | 39,969 | 35,216 | ||||
Acquisition costs | 76 | 621 | 0 | ||||
Change in fair value of earnout liability | 12,300 | 0 | [4] | 0 | [4] | ||
Restructuring charge (benefit) | 1,865 | 0 | (297) | ||||
Amortization of intangible assets | 2,091 | 1,040 | [4] | 1,040 | [4] | ||
Total operating costs and expenses | 248,844 | 200,158 | 190,501 | ||||
Income (loss) from operations | 2,551 | (9,452) | [3] | 2,823 | |||
Other income, net | 755 | 1,182 | 1,149 | ||||
Income (loss) before provision (benefit) for income taxes | 3,306 | (8,270) | 3,972 | ||||
Provision (benefit) for income taxes | 3,065 | (33,696) | 3,668 | ||||
Net income | [5] | $ 241 | $ 25,426 | [3],[4] | $ 304 | [4] | |
Net income (loss) per share: | |||||||
Basic (in usd per share) | $ 0.01 | [6] | $ 1.37 | [3],[6] | $ 0.02 | ||
Diluted (in usd per share) | $ 0.01 | [6] | $ 1.33 | [3],[6] | $ 0.02 | ||
Weighted-average number of shares used in per share amounts: | |||||||
Basic (in shares) | 19,294 | 18,512 | 18,272 | ||||
Diluted (in shares) | 20,409 | 19,047 | 18,314 | ||||
Foreign currency translation adjustment, net of taxes | [5] | $ (75) | $ 29 | $ (23) | |||
Comprehensive income | $ 166 | $ 25,455 | $ 281 | ||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method | ||||||
[2] | As adjusted for the adoption of ASC 606 using the full retrospective method. | ||||||
[3] | As adjusted for the adoption of ASC 606 using the full retrospective method | ||||||
[4] | As adjusted for the adoption of ASC 606 using the full retrospective method. | ||||||
[5] | Balances and the years ended December 31, 2016 and 2017 have been adjusted for the adoption of ASC 606 using the full retrospective method. | ||||||
[6] | Computed using weighted-average share amounts outstanding for the respective periods presented |
Consolidated Statements of Stoc
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 | ||
Balance, shares (in shares) at Dec. 31, 2015 | 29,171 | 11,026 | ||||||
Beginning Balance at Dec. 31, 2015 | $ 236,178 | [1] | $ 29 | $ 266,699 | $ (199,998) | $ 169,252 | $ 196 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards, shares (in shares) | (321) | (110) | ||||||
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards | (1,187) | [1] | $ 0 | (1,187) | ||||
Stock-based compensation expense | 7,266 | [1] | 7,266 | |||||
Foreign currency translation adjustment, net of taxes | (23) | [1],[2] | (23) | |||||
Net income (loss) | 304 | [1],[2],[3] | 304 | |||||
Balance, shares (in shares) at Dec. 31, 2016 | 29,492 | 11,136 | ||||||
Ending Balance at Dec. 31, 2016 | 252,280 | [1] | $ 29 | 272,778 | $ (199,998) | 179,298 | 173 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards, shares (in shares) | (388) | (102) | ||||||
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards | (765) | [1] | $ 1 | (766) | ||||
Stock-based compensation expense | 9,694 | [1] | 9,694 | |||||
Foreign currency translation adjustment, net of taxes | 29 | [1],[2] | 29 | |||||
Net income (loss) | 25,426 | [1],[2],[3],[4] | 25,426 | |||||
Balance, shares (in shares) at Dec. 31, 2017 | 29,880 | 11,238 | ||||||
Ending Balance at Dec. 31, 2017 | 286,664 | [1],[5] | $ 30 | 281,706 | $ (199,998) | 204,724 | 202 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards, shares (in shares) | (688) | |||||||
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards | (1,816) | [1] | $ 1 | (1,817) | ||||
Stock-based compensation expense | 12,540 | [1] | 12,540 | |||||
Foreign currency translation adjustment, net of taxes | [1] | (75) | ||||||
Net income (loss) | 241 | [1] | 241 | |||||
Common stock traded for employee tax obligation (in shares) | (188) | |||||||
Stock issued for GMG acquisition (in shares) | 295 | |||||||
Stock issued for GMG acquisition | 5,595 | [1] | 5,595 | |||||
Balance, shares (in shares) at Dec. 31, 2018 | 30,863 | 11,426 | ||||||
Ending Balance at Dec. 31, 2018 | $ 303,149 | [1] | $ 31 | $ 298,024 | $ (199,998) | $ 204,965 | $ 127 | |
[1] | Balances and the years ended December 31, 2016 and 2017 have been adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||
[2] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||
[3] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||
[4] | As adjusted for the adoption of ASC 606 using the full retrospective method | |||||||
[5] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Operating activities | ||||||
Net income (loss) | [1] | $ 241 | $ 25,426 | [2],[3],[4] | $ 304 | [3],[4] |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||
Depreciation and amortization | 2,479 | 2,837 | [4] | 3,539 | [4] | |
Amortization of internally developed software | 2,201 | 1,464 | [4] | 936 | [4] | |
Amortization of intangible assets | 2,091 | 1,040 | [3],[4] | 1,040 | [3],[4] | |
Stock-based compensation expense | 12,540 | 9,694 | [4] | 7,266 | [4] | |
Deferred income taxes | 2,812 | (30,341) | [4] | 4,652 | [4] | |
Change in fair value of earnout liability | 12,300 | 0 | [3],[4] | 0 | [3],[4] | |
Other non-cash items | 675 | (101) | [4] | (143) | [4] | |
Changes in operating assets and liabilities: | ||||||
Accounts receivable | (2,127) | 473 | [4] | 1,563 | [4] | |
Commissions receivable | (50,967) | (21,640) | [4] | (8,032) | [4] | |
Prepaid expenses and other assets | 232 | (1,933) | [4] | (486) | [4] | |
Accounts payable | 1,414 | (1,866) | [4] | 2,227 | [4] | |
Accrued compensation and benefits | 5,133 | 4,578 | [4] | (3,466) | [4] | |
Accrued marketing expenses | 6,320 | (3,365) | [4] | (3,906) | [4] | |
Deferred revenue | 491 | (466) | [4] | 587 | [4] | |
Accrued restructuring charges | 0 | 0 | [4] | (433) | [4] | |
Other current liabilities | 935 | (1,341) | [4] | (1,565) | [4] | |
Net cash (used in) provided by operating activities | (3,230) | (15,541) | [4] | 4,083 | [4] | |
Investing activities | ||||||
Capitalized internal-use software and website development costs | (6,294) | (3,210) | [4] | (1,837) | [4] | |
Purchases of property and equipment and other assets | (4,534) | (1,868) | [4] | (1,889) | [4] | |
Acquisition of business, net of cash acquired | (14,929) | 0 | [4] | 0 | [4] | |
Net cash used in investing activities | (25,757) | (5,078) | [4] | (3,726) | [4] | |
Financing activities | ||||||
Net proceeds from exercise of common stock options | 2,688 | 1,037 | [4] | 62 | [4] | |
Cash used to net-share settle equity awards | (4,504) | (1,802) | [4] | (1,248) | [4] | |
Proceeds from line of credit | 5,000 | 0 | [4] | 0 | [4] | |
Debt issuance costs | (1,221) | 0 | [4] | 0 | [4] | |
Principal payments in connection with capital leases | (103) | (105) | [4] | (83) | [4] | |
Net cash (used in) provided by financing activities | 1,860 | (870) | [4] | (1,269) | [4] | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (77) | 1 | [4] | (17) | [4] | |
Net decrease in cash, cash equivalents and restricted cash | (27,204) | (21,488) | [4] | (929) | [4] | |
Cash, cash equivalents and restricted cash at beginning of period | [4] | 40,293 | 61,781 | 62,710 | ||
Cash, cash equivalents, and restricted cash at end of period | 13,089 | 40,293 | [4] | 61,781 | [4] | |
Capital lease obligations incurred | 112 | 76 | [4] | 51 | [4] | |
Cash paid for interest | 44 | 20 | [4] | 14 | [4] | |
Cash paid for income taxes, net of refunds | $ 139 | $ 219 | [4] | $ 628 | [4] | |
[1] | Balances and the years ended December 31, 2016 and 2017 have been adjusted for the adoption of ASC 606 using the full retrospective method. | |||||
[2] | As adjusted for the adoption of ASC 606 using the full retrospective method | |||||
[3] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||
[4] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Business and Significant Accounting Policies | Summary of Business and Significant Accounting Policies Description of Business— eHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is a leading private health insurance exchange for individuals, families and small businesses in the United States. Through our website addresses ( www.eHealth.com , www.eHealthInsurance.com , www.eHealthMedicare.com, www.Medicare.com, www.PlanPrescriber.com and www.GoMedigap.com) , consumers can get quotes from leading health insurance carriers, compare plans side-by-side, and apply for and purchase Medicare-related, individual and family, small business and ancillary health insurance plans. We actively market the availability of Medicare-related insurance plans and offer Medicare plan comparison tools and educational materials for Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. Our ecommerce technology also enables us to deliver consumers’ health insurance applications electronically to health insurance carriers. We are licensed to market and sell health insurance in all 50 states and the District of Columbia. Adoption of New Accounting Standard— Effective January 1, 2018, we adopted the requirements of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (ASC 606) , as discussed in detail below under Adoption of New Accounting Standards using the full retrospective method, which requires adjusting prior periods as if ASC 606 had been in effect as of the beginning of the earliest period presented. Thus, the accompanying consolidated balance sheet as of December 31, 2017 as well as the accompanying statements of comprehensive income, stockholders’ equity, and cash flows for the years ended December 31, 2017 and 2016 have been adjusted to reflect the adoption of ASC 606 as have all related disclosures, including segment information. See “Revenue Recognition” below for additional information on ASC 606 and Note 14 - Adoption Impact of New Revenue Standard for further discussion of the adoption and the impact on our previously reported historical results. Principles of Consolidation— The consolidated financial statements include the accounts of eHealth, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. Operating Segments— We report segment information based on how our chief executive officer, who is our chief operating decision maker ("CODM"), regularly reviews our operating results, allocates resources and makes decisions regarding our business operations. The performance measures of our segments include total revenue and profit (loss). Our business structure is comprised of two operating segments: • Medicare; and • Individual, Family and Small Business The Medicare segment consists primarily of commissions earned from our sale of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans, and to a lesser extent, ancillary products sold to our Medicare-eligible customers, including but not limited to, dental and vision insurance, as well as our advertising program that allows Medicare-related carriers to purchase advertising on a separate website developed, hosted and maintained by us and our delivery and sale to third parties of Medicare-related health insurance leads generated by our ecommerce platforms and our marketing activities. The Individual, Family and Small Business segment consists primarily of commissions earned from our sale of individual and family and small business health insurance plans and ancillary products sold to our non-Medicare-eligible customers, including but not limited to, dental, vision, life, short term disability and long term disability insurance. To a lesser extent, the Individual, Family and Small Business segment consists of amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets in a sponsorship area on our website, our licensing to third parties the use of our health insurance ecommerce technology and our delivery and sale to third parties of individual and family health insurance leads generated by our ecommerce platforms and our marketing activities. Marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses that are directly attributable to a segment are reported within the applicable segment. Indirect marketing and advertising, customer care and enrollment and technology and content operating expenses are allocated to each segment based on usage. Other indirect general and administrative operating expenses are managed in a corporate shared services environment and, since they are not the responsibility of segment operating management, are not allocated to the two operating segments and are presented as a reconciling item to our consolidated financial results. Segment profit (loss) is calculated as total revenue for the applicable segment less direct and allocated marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses, excluding stock-based compensation, depreciation and amortization expense and amortization of intangible assets. Use of Estimates— The preparation of 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 consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the useful lives of intangible assets, fair value of investments, recoverability of intangible assets, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, provision 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. Reclassifications— For presentation purposes, certain prior period amounts have been reclassified to conform to the reporting in the current period financial statements. Specifically, for the year ended December 31, 2016, we reclassified $0.8 million of operating expenses related to our licensing department, which were previously reported as general and administrative expenses, to customer care and enrollment expenses due to a realignment of our departmental structures. This reclassification did not affect previously reported operating results, cash flows or stockholders’ equity. Cash Equivalents— 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. Property and Equipment— Property and equipment are stated at cost, less accumulated depreciation and amortization. Capital lease amortization expenses are included in depreciation expense in our Consolidated Statements of Comprehensive Income. Depreciation and amortization is computed using the straight-line method based on estimated useful lives as follows: Computer equipment and software 3 to 5 years Office equipment and furniture 5 years Leasehold improvements Lesser of useful life (typically 5 to 10 years) or related lease term Maintenance and minor replacements are expensed as incurred. See Note 3 - Balance Sheet Accounts of the Notes to Consolidated Financial Statements for additional information regarding our property and equipment. Business Combinations— We allocate the fair value of the purchase consideration of our acquired businesses to the tangible assets, liabilities and intangible assets acquired based on their estimated fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related costs are recognized separately from the business combination and are expensed as incurred. Goodwill and Intangible Assets— Goodwill represents the excess of the consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. In the event that we realign our reporting units, we allocate our goodwill to the new reporting units using the relative fair value approach. We test our goodwill for impairment on an annual basis in the fourth quarter of each year or whenever events or changes in circumstances indicate that the asset may be impaired. Factors that we consider in deciding when to perform an impairment test include significant negative industry or economic trends or significant changes or planned changes in our use of the intangible assets. We realigned our reporting units into two operating segments during the year ended December 31, 2016, at which time we allocated $3.7 million and $10.4 million of the carrying value of the goodwill to the Medicare and Individual, Family and Small Business segments, respectively, based on the relative fair value of the operating segments. We continued to report the same two segments during the years ended December 31, 2018 and 2017, and no goodwill impairment has been identified in any of the years presented. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate a potential reduction in their fair values below their respective carrying amounts. Intangible assets with finite useful lives, which include purchased technology, pharmacy and customer relationships, trade names, and certain trademarks, are amortized over their estimated useful lives. Goodwill and intangible assets are considered non-financial assets and therefore, subsequent to their initial recognition are not revalued at fair value each reporting period unless an impairment charge is recognized. We must make subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, we must make subjective judgments regarding the remaining useful lives of assets with finite useful lives. When we determine that the useful life of an asset is shorter than we had originally estimated, we accelerate the rate of amortization over the assets’ new, remaining useful life. We evaluated the remaining useful lives of our intangible assets with finite lives and determined no material adjustments to the remaining lives were required. Other Long-Lived Assets— We evaluate other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Revenue Recognition— In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606) , requiring an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. As noted above, we adopted ASC 606 using the full retrospective method and, accordingly, our historical financial statements and related disclosures have been restated herein to reflect the adoption of ASC 606 for all periods presented. We are compensated by the receipt of commission payments from health insurance carriers whose health insurance policies are purchased through our ecommerce platforms or our customer care centers. We may also receive commission bonuses based on our attaining predetermined target sales levels for Medicare, individual and family, small business and ancillary health insurance products, or other objectives, as determined by the health insurance carrier, which we recognize as commission revenue when we achieve the predetermined target sales levels or other objectives. In addition, we also generate revenue from non-commission revenue sources, which include online sponsorship and advertising, technology licensing and lead referrals. Payment is typically received within 60 days of approval. The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, we recognize revenue for our services in accordance with the following five steps outlined in ASC 606: • Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. • Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. • Determination of the transaction price. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. • Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price ("SSP") basis. • Recognition of revenue when, or as, we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer. Commission Revenue— Our commission revenue is primarily comprised of commissions paid to us by health insurance carriers related to insurance plans that have been purchased by a member through our health insurance exchange service. We define a member as an individual currently covered by an insurance plan, which include Medicare-related, individual and family, small business and ancillary plans. We are compensated by the health insurance carrier, which we define as our customer. We typically enter into contractual agency relationships with health insurance carriers that are non-exclusive and terminable on short notice by either party for any reason. In addition, health insurance carriers often have the ability to terminate or amend our agreements unilaterally on short notice, including provisions in our agreements relating to the commission rates paid to us by the health insurance carriers. The amendment or termination of an agreement we have with a health insurance carrier may adversely impact the commissions we are paid on health insurance plans purchased from the carrier by means of our health insurance exchange services. For both Medicare Advantage and Medicare Part D prescription drug plans, we receive a fixed, annual commission payment from insurance carriers once the plan is approved by the carrier and either a fixed, monthly or annual commission payment beginning with and subsequent to the second plan year. In the first plan year of a Medicare Advantage and Medicare Part D prescription drug plan, after the health insurance carrier approves the application but during the effective year of the plan, we are paid a fixed commission that is prorated for the number of months remaining in the calendar year. Additionally, if the plan is the first Medicare Advantage or Medicare Part D plan issued to the member, we may receive a higher commission rate that covers a full twelve-month period, regardless of the month the plan was effective. We earn commission revenue for Medicare Advantage and Medicare Part D prescription drug plans for which we are the broker of record, typically until either the policy is cancelled or we otherwise do not remain the agent on the policy. For individual and family, Medicare Supplement, small business and ancillary plans, our commissions generally represent a flat amount per member per month or a percentage of the premium amount collected by the carrier during the period that a member maintains coverage under a plan. Premium-based commissions are reported to us after the premiums are collected by the carrier, generally on a monthly basis. We generally continue to receive the commission payment from the relevant insurance carrier until the health insurance plan is cancelled or we otherwise do not remain the agent on the policy. We utilize a practical expedient to estimate commission revenue for each insurance product by applying the use of a portfolio approach to group approved members by the effective month of the relevant policy (referred to as a “cohort”). This allows us to estimate the commissions we expect to collect for each approved member cohort by evaluating various factors, including but not limited to, contracted commission rates, carrier mix and expected member churn. For Medicare-related, individual and family and ancillary health insurance plans, our services are complete once a submitted application is approved by the relevant health insurance carrier. Accordingly, we recognize commission revenue based upon the total estimated lifetime commissions we expect to receive for selling the plan after the carrier approves an application, net of an estimated constraint. We refer to these estimated and constrained lifetime values as the "constrained LTV" for the plan. We provide annual services in selling and renewing small business health insurance plans; therefore, we recognize small business health insurance plan commission revenue at the time the plan is approved by the carrier, and when it renews each year thereafter, equal to the estimated commissions we expect to collect from the plan over the following 12-months. Our estimate of commission revenue for each product line is based on a number of assumptions, which include, but are not limited to, estimating conversion of an approved member to a paying member, forecasting member churn and forecasting the commission amounts likely to be received per member. These assumptions are based on historical trends and incorporate management’s judgment in interpreting those trends and in applying constraints discussed below. To the extent we make changes to the assumptions, we will recognize any material impact of the changes to commission revenue in the reporting period in which the change is made, including revisions of estimated lifetime commissions either below or in excess of previously estimated constrained LTV recognized as revenue. For Medicare-related, individual and family and ancillary health insurance plans, we apply constraints to determine the amount of commission revenue to recognize per approved member. The constraints are applied to help ensure that the total estimated lifetime commissions expected to be collected for an approved member’s plan are recognized as revenue only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with future commissions receivable from the plan is subsequently resolved. We evaluate the appropriateness of these constraints on at least an annual basis, including assessing factors affecting our estimate of the estimated lifetime value of commissions per approved member based on current trends impacting our business and assessing whether any adjustment to those constraints should be made. We update the assumptions when we observe a sufficient level of evidence that would suggest that the long term expectation of the assumption has changed. For the years ended December 31, 2018, 2017 and 2016, the constraints applied to the total estimated lifetime commissions we expect to receive for selling the plan after the carrier approves an application in order to derive the constrained lifetime value of commissions per approved member are as follows: Year Ended December 31, 2018 2017 2016 Medicare Medicare Advantage 7 % 7 % 7 % Medicare Supplement 5 % 5 % 5 % Medicare Part D 5 % 5 % 5 % Individual and Family Non-Qualified Health Plans 15 % 15 % 15 % Qualified Health Plans 20 % 20 % 20 % Ancillary 10 % 10 % 10 % Small Business — % — % — % See Note 14 - Adoption Impact of New Revenue Standard for discussion of our adoption of ASC 606. Other Revenue— Our sponsorship and advertising program allows carriers to purchase advertising space in specific markets in a sponsorship area on our website. In return, we are typically paid a monthly fee, which is recognized over the period that advertising is displayed, and often a performance fee based on metrics such as submitted health insurance applications, which is recognized when control has been transferred. We also offer Medicare advertising services, which include website development, hosting and maintenance. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue as control is transferred ratably over the service period. Our commercial technology licensing business allows carriers the use of our ecommerce platform to offer their own health insurance policies on their websites and agents to utilize our technology to power their online quoting, content and application submission processes. Typically, we are paid a one-time implementation fee, which we recognize as control is transferred on a straight-line basis over the estimated term of the customer relationship (generally the initial term of the agreement), commencing once the technology is available for use by the third party, and a performance fee based on metrics such as submitted health insurance applications. The metrics used to calculate performance fees for both sponsorship and advertising and technology licensing are based on performance criteria that are either measured based on data tracked by us, or based on data tracked by the third party. In instances where the performance criteria data is tracked by us, we recognize revenue in the period of performance and when all other revenue recognition criteria has been met. In instances where the performance criteria data is tracked by the third party, we recognize revenue as control is transferred at amounts where reversal of such amounts is not likely to occur. Typically, this occurs through our receipt of a cash payment from the third party along with a detailed statement containing the data that is tracked by the third party. Deferred Revenue— Deferred revenue includes deferred technology licensing implementation fees and amounts billed for amounts billed or collected from sponsorship or technology licensing customers in advance of our performing our service for such customers. It also includes the amount by which both unbilled and billed services provided under our technology licensing arrangements exceed the straight-line revenue recognized to date. Disaggregation of Revenue— The table below depicts the disaggregation of revenue by product for the years ended December 31, 2018, 2017 and 2016, and is consistent with how we evaluate our financial performance (in thousands): Year Ended December 31, 2018 2017 (1) 2016 (1) Medicare Medicare Advantage $ 143,445 $ 107,567 $ 95,736 Medicare Supplement 31,166 15,436 11,561 Medicare Part D 14,609 11,085 8,800 Total Medicare 189,220 134,088 116,097 Individual and Family Non-Qualified Health Plans 6,470 10,024 18,852 Qualified Health Plans 5,789 7,055 14,365 Total Individual and Family 12,259 17,079 33,217 Ancillary Short-term 5,583 5,503 7,276 Dental 2,717 5,062 6,968 Vision 1,467 1,607 2,013 Other 4,941 3,877 2,189 Total Ancillary 14,708 16,049 18,446 Small Business 8,595 7,501 6,133 Commission Bonus 2,429 2,166 3,341 Total Commission Revenue 227,211 176,883 177,234 Other Revenue 24,184 13,823 16,090 Total Revenue $ 251,395 $ 190,706 $ 193,324 (1) As adjusted for the adoption of ASC 606 using the full retrospective method Book-of-Business Transfers— We entered into several agreements with a broker partner, whereby the partner transferred certain of its existing Medicare plan members to us as the broker of record on the underlying policies. The first of these book-of-business transfers occurred in November 2010 and the most recent in June 2012. Total consideration paid by us for these books-of-business amounted to $13.9 million . The consideration we paid to the broker partner was based on the discounted commissions expected to be received over the remaining life of each transferred Medicare plan member. As we receive commission payments from health insurance carriers for these plan members, we record the margin earned to other income (expense), net in the Consolidated Statements of Comprehensive Income. The margin earned and recorded to other income, net for these books-of-business for the years ended December 31, 2018, 2017 and 2016 totaled $0.8 million , $0.9 million , and $1.0 million respectively. Incremental Costs to Obtain a Contract— We reviewed our sales compensation plans, which are directed at converting leads into approved members, and concluded that they are fulfillment costs and not costs to obtain a contract with a health insurance carrier, which we define as our customer. Additionally, we reviewed compensation plans related to personnel responsible for identifying new health insurance carriers and entering into contracts with new health insurance carriers and concluded that no incremental costs are incurred to obtain such contracts. Cost of Revenue— Included in cost of revenue are payments related to health insurance policies sold to members who were referred to our website by marketing partners with whom we have revenue-sharing arrangements. In order to enter into a revenue-sharing arrangement, marketing partners must be licensed to sell health insurance in the state where the policy is sold. Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized. Marketing and Advertising Expenses— Marketing and advertising expenses consist primarily of member acquisition expenses associated with our direct, marketing partner and online advertising member acquisition channels, in addition to compensation and other expenses related to marketing, business development, partner management, public relations and carrier relations personnel who support our offerings. Advertising costs incurred in the years ended December 31, 2018, 2017 and 2016 totaled $64.4 million , $56.0 million and $64.8 million , respectively. Our direct channel expenses primarily consist of costs for direct mail, email marketing and television and radio advertising. Advertising costs for our direct channel are expensed the first time the related advertising takes place. Our marketing partner channel expenses primarily consist of fees paid to marketing partners with which we have a relationship. Our online advertising channel expenses primarily consist of paid keyword search advertising on search engines and retargeting campaigns. Advertising costs for our marketing partner channel and our online advertising channel are expensed as incurred. Research and Development Expenses— Research and development expenses consist primarily of compensation and related expenses incurred for employees on our engineering and technical teams. Research and development costs, which totaled $6.9 million , $7.6 million and $8.9 million for the years ended December 31, 2018, 2017 and 2016, respectively, are included in technology and content expense in the accompanying Consolidated Statements of Comprehensive Income. Deferred Contract Costs— Deferred contract costs primarily represent direct costs related to professional services provided in connection with technology licensing arrangements that are accounted for as a single unit of accounting. The direct professional services costs are deferred up until the commencement of revenue recognition of the single unit and then recognized as cost of revenue ratably over the same period as the related revenue. Internal-Use Software and Website Development Costs— We capitalize costs of materials, consultants and compensation and benefits costs of employees who devote time to the development of internal-use software during the application development stage. Our judgment is required in determining the point at which various projects enter the phases at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally three years . For the years ended December 31, 2018, 2017 and 2016, we capitalized internal-use software and website development costs of $6.3 million , $3.2 million and $1.8 million respectively, and recorded amortization expense of $2.2 million , $1.5 million , and $0.9 million respectively. Stock-Based Compensation— We recognize stock-based compensation expense in the accompanying Consolidated Statements of Comprehensive Income based on the fair value of our stock-based awards over their respective vesting periods, which is generally four years . The estimated grant date fair value of our stock options is determined using the Black-Scholes-Merton pricing model and a single option award approach. The weighted-average expected term for stock options granted is calculated using historical option exercise behavior. The dividend yield is determined by dividing the expected per share dividend during the coming year by the grant date stock price. Through December 31, 2018, we had not declared or paid any cash dividends, and we do not expect to pay any in the foreseeable future. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of our stock options. Expected volatility is determined using a combination of the implied volatility of publicly traded options in our stock and historical volatility of our stock price. The estimated attainment of performance-based awards and related expense is based on the expectations of revenue and earnings target achievement. The estimated fair value of performance awards with market conditions is determined using the Monte-Carlo simulation model. The assumptions used in calculating the fair value of stock-based payment awards and expected attainment of performance-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. We will continue to use judgment in evaluating the expected term and volatility related to our own stock-based awards on a prospective basis, and incorporating these factors into the model. Changes in key assumptions could significantly impact the valuation of such instruments. 401(k) Plan— In September 1998, our board of directors adopted a defined contribution retirement plan ("401(k) Plan"), which qualifies under Section 401(k) of the Internal Revenue Code of 1986. Participation in the 401(k) Plan is available to substantially all employees in the United States. Employees can contribute up to 25% of their salary, up to the federal maximum allowable limit, on a before-tax basis to the 401(k) Plan. Employee contributions are fully vested when contributed. Our contributions to the 401(k) Plan are discretionary and are expensed when |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On January 22, 2018, we completed our acquisition of all outstanding membership interests of Wealth, Health and Life Advisors, LLC, more commonly known as GoMedigap, a technology-enabled provider of Medicare Supplement enrollment services. The acquisition consideration consisted of cash of $15.0 million , less $0.1 million of cash acquired, and 294,637 shares of our common stock. In addition, the members of GoMedigap are entitled to receive earnout payments ("Earnout Consideration") consisting of up to $20 million in cash and 589,275 shares of our common stock. The Earnout Consideration will become payable, subject to the terms and conditions of the purchase agreement relating to the acquisition, upon the final determination of the achievement of certain milestones in 2018 and 2019. The GoMedigap acquisition was accounted for using the acquisition method of accounting under ASC 805, Business Combinations. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The major classes of assets and liabilities to which we have allocated the acquisition consideration were as follows (in thousands): Acquisition Consideration Cash paid $ 15,000 Fair value of equity awards issued to GoMedigap members (1) 5,595 Estimated fair value of earnout liability 27,700 $ 48,295 Allocation Cash and cash equivalents $ 71 Commission receivable - current 4,371 Prepaid expenses and other current assets 11 Commission receivable - non-current 11,103 Property and equipment, net 174 Accounts payable (110 ) Accrued compensation and benefits (132 ) Other current liabilities (130 ) Net tangible assets acquired 15,358 Intangible assets 6,800 Goodwill 26,137 Total intangible assets acquired 32,937 Total net assets acquired $ 48,295 (1) The fair value of equity awards issued was determined based on the January 22, 2018 closing price of our common stock of $18.99 per share. Goodwill and Intangible Assets— Goodwill represents the excess of the purchase price of the acquired business over the acquisition date fair value of the net assets acquired. Goodwill is primarily attributable to the assembled workforce, new product development capabilities and anticipated synergies and economies of scale expected from the operations of the combined company. The goodwill was assigned to our Medicare segment. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year or whenever events or changes in circumstances indicate that the asset may be impaired. Factors that we consider in deciding when to perform an impairment test include significant negative industry or economic trends or significant changes or planned changes in our use of the intangible assets. Goodwill will be deductible for tax purposes over 15 years . Earnout liability— The earnout liability represents the fair value of the earnout consideration payable and will be adjusted to fair value at each reporting date until settled. Changes in fair value will be recognized in income (loss) from operations. The earnout liability will be adjusted to the extent the enrollment targets in the acquisition agreement are not achieved. The first earnout liability payment was made in February 2019. The second payment is expected to be made in the first quarter of 2020. Fair Value Measurements— The assets acquired and liabilities assumed of GoMedigap have been recognized at fair value in accordance with ASC 820, Fair Value Measurement. ASC 820 defines fair value as the price that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires three levels of hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy level assigned to each asset and liability is based on the assessment of the transparency and reliability of inputs used in the valuation of such items based on the lowest level of input that is significant to fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). Assets acquired and liabilities assumed measured and reported at fair value are classified in one of the following categories based on inputs: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability. The fair value of prepaid expenses and other current assets, property and equipment, net, accounts payable, accrued compensation and benefits and other current liabilities approximated their carrying value at the date of acquisition. The fair value of commissions receivable was determined using a discounted rate of interest, which is a Level 2 input. Intangible assets and the earnout liability were valued using Level 3 inputs. The fair values of the acquired intangible assets were determined using the profit allocation method, which is based on determining the estimated royalties we are relieved from paying because we own the assets. The fair value of the earnout consideration payable was measured using probability-weighted analysis and is discounted using a rate that appropriately captures the risk associated with the obligation. Key assumptions included new enrollments and volatility for the year ended December 31, 2018 and the year ending December 31, 2019, as well as eHealth’s simulated stock price at the time of payment. The earnout consideration payable was part of the acquisition consideration and will be adjusted to fair value at each reporting date until settled. The fair value adjustments to the earnout liability during the year ended December 31, 2018 totaled $12.3 million . We will continue to update the key assumptions each period and record any fair value adjustments, as necessary. Following are the details of the acquisition consideration allocated to the intangible assets acquired (in thousands): Technology $ 2,000 Trade names, trademarks and website addresses 4,800 Total intangible assets $ 6,800 We are amortizing the existing technology, trade names, trademarks, and website addresses using the straight-line method over an estimated life of 3 and 10 years, respectively. The estimated useful lives are based on the time periods during which the intangibles are expected to result in incremental cash flows. We incurred $0.1 million of acquisition-related costs during the year ended December 31, 2018, which were expensed as incurred. Prior to the acquisition date, GoMedigap recognized revenue and expenses on the cash basis of accounting. GoMedigap's historical books and records did not contain the information required to recognize revenue or prepare financial statements on a basis that would be comparable to us. Thus, the required pro-forma financial disclosures are not presented herein. GoMedigap generated revenue of $15.2 million for the period from the acquisition date of January 22, 2018 through December 31, 2018. |
Balance Sheet Accounts
Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Accounts | Balance Sheet Accounts Cash and Cash Equivalents— As of December 31, 2018 and 2017, our cash equivalents consisted of money market accounts that invested in U.S. government-sponsored enterprise bonds and discount notes, U.S. government treasury bills and notes and repurchase agreements collateralized by U.S. government obligations. As of December 31, 2018 and 2017, our cash equivalents carried no unrealized gains or losses and we did not realize any significant gains or losses on sales of cash equivalents during the years ended December 31, 2018 and 2017. As of December 31, 2018 and 2017, our cash and cash equivalent balances were invested as follows (in thousands): December 31, 2018 December 31, 2017 Cash $ 12,766 $ 5,098 Money market funds 323 35,195 Total cash and cash equivalents $ 13,089 $ 40,293 Concentration of Credit Risk— Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents and total accounts receivable (which includes commissions 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. We do not require collateral or other security for our total accounts receivable. As of December 31, 2018, three customers represented 19% , 19% and 19% , respectively, for a combined total of 57% of our $349.5 million total outstanding accounts receivable balance. As of December 31, 2017 , three customers represented 19% , 18% and 18% , respectively, or a combined total of 55% , of our $280.9 million total outstanding accounts receivable balance. No other customers represented 10% or more of our total accounts receivable at either December 31, 2018 or 2017. We believe the potential for collection issues with any of our customers was minimal as of December 31, 2018. Accordingly, our estimate for uncollectible amounts at December 31, 2018 was immaterial. Accounts Receivable— As of December 31, 2018 and 2017, our total accounts receivable consisted of the following (in thousands): December 31, 2018 December 31, 2017 Commissions receivable - current $ 134,190 $ 109,666 Commissions receivable - non-current 211,668 169,751 Accounts receivable 3,601 1,475 Total accounts receivable $ 349,459 $ 280,892 The commissions receivable balance as of December 31, 2018 and 2017, primarily relates to Medicare Advantage and Medicare Part D plans sold during the fourth quarters of 2018 and 2017 with effective dates in 2019 and 2018, respectively. Prepaid Expenses and Other Current Assets— As of December 31, 2018 and 2017, prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2018 December 31, 2017 Prepaid maintenance contracts $ 1,937 $ 1,944 Equity issuance costs 294 — Prepaid insurance 161 490 Prepaid rent 324 311 Income tax receivable 1,108 195 Other current assets 1,464 1,365 Prepaid expenses and other current assets $ 5,288 $ 4,305 Property and Equipment— As of December 31, 2018 and 2017, property and equipment consisted of the following (in thousands): December 31, 2018 December 31, 2017 Computer equipment and software $ 17,246 $ 17,112 Office equipment and furniture 3,319 3,583 Leasehold improvements 6,345 3,156 Property and equipment, gross 26,910 23,851 Less accumulated depreciation and amortization (19,226 ) (19,146 ) Property and equipment, net $ 7,684 $ 4,705 Depreciation and amortization expense related to property and equipment totaled $2.5 million , $2.8 million , and $3.5 million in the years ended December 31, 2018, 2017 and 2016, respectively. Other Assets— As of December 31, 2018 and 2017, other assets consisted of the following (in thousands): December 31, 2018 December 31, 2017 Capitalized software project costs $ 8,308 $ 4,481 Security deposits 483 545 Debt issuance costs - non-current 1,099 — Deferred tax assets 232 232 Income tax receivable 913 1,826 Other assets 241 203 Other assets $ 11,276 $ 7,287 Intangible Assets— The carrying amounts, accumulated amortization, net carrying value and weighted average remaining life of our definite-lived amortizable intangible assets, as well as our indefinite-lived intangible trademarks, are presented in the tables below (dollars in thousands, weighted-average useful life is as of December 31, 2018): December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining useful life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Technology $ 2,000 $ (611 ) $ 1,389 2.1 $ 1,700 $ (1,700 ) $ — Pharmacy and customer relationships 9,500 (8,234 ) 1,266 1.3 10,100 (7,884 ) 2,216 Trade names, trademarks and website addresses 5,700 (1,220 ) 4,480 8.9 907 (697 ) 210 Total intangible assets subject to amortization $ 17,200 $ (10,065 ) 7,135 $ 12,707 $ (10,281 ) $ 2,426 Indefinite-lived trademarks and domain names 5,114 Indefinite 5,114 Intangible assets $ 12,249 $ 7,540 During the years ended December 31, 2018, 2017 and 2016, amortization expense related to intangible assets totaled $2.1 million , $1.0 million , and $1.0 million , respectively. As of December 31, 2018, expected amortization expense in future periods is as follows (in thousands): Years Ending December 31, Technology Pharmacy and Customer Relationships Trade Names, Trademarks and Website Addresses Total 2019 $ 667 $ 950 $ 570 $ 2,187 2020 667 316 510 1,493 2021 55 — 480 535 2022 — — 480 480 2023 — — 480 480 Thereafter — — 1,960 1,960 Total $ 1,389 $ 1,266 $ 4,480 $ 7,135 Other Current Liabilities— As of December 31, 2018 and 2017, other current liabilities consisted of the following (in thousands): December 31, 2018 December 31, 2017 Deferred revenue $ 876 $ 385 Taxes payable 224 169 Professional fees 537 1,012 Payable to carriers 418 — Other accrued expenses 370 442 Total other current liabilities $ 2,425 $ 2,008 Non-current Liabilities— As of December 31, 2018 and 2017, non-current liabilities consisted of the following (in thousands): December 31, 2018 December 31, 2017 Deferred rent – non-current $ 1,081 $ 724 Accrued affiliate commissions - non-current 1,268 1,092 Sublease security deposit 820 — Other non-current liabilities 170 104 Total non-current liabilities $ 3,339 $ 1,920 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
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. The following table is a summary of financial assets measured at fair value on a recurring basis and their classification within the fair value hierarchy (in thousands). December 31, 2018 December 31, 2017 Carrying Value Level 1 Level 3 Total Carrying Value Level 1 Total Assets Money market funds $ 323 $ 323 $ — $ 323 $ 35,195 $ 35,195 $ 35,195 Total assets measured and recorded at fair value $ 323 $ 323 $ — $ 323 $ 35,195 $ 35,195 $ 35,195 Liability Earnout liability - current $ 20,730 $ — $ 20,730 $ 20,730 $ — $ — $ — Earnout liability - non-current 19,270 — $ 19,270 $ 19,270 — — — Total liabilities measured and recorded at fair value $ 40,000 $ — $ 40,000 $ 40,000 $ — $ — $ — Our cash equivalents were invested in money market funds and were classified as Level 1. We endeavor to utilize the best available information in measuring fair value. We used observable prices in active markets in determining the classification of our money market funds as Level 1. We measure the earnout liability using internally developed assumptions, therefore it is classified as Level 3. The fair value of the earnout liability was measured using probability-weighted analysis and is discounted using a rate that appropriately captures the risk associated with the obligation. Key assumptions included new enrollments and volatility for the year ended December 31, 2018 and the year ending December 31, 2019 and our simulated stock price at the time of payment. Earnout liability activity during the year ended December 31, 2018 was as follows (in thousands): Balance at December 31, 2017 $ — Recognition of earnout liability upon acquisition of GoMedigap on January 22, 2018 27,700 Change in fair value 12,300 Balance at December 31, 2018 $ 40,000 |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Stockholder’s Equity Preferred Stock— Our board of directors has the authority, without any further action by our stockholders, to issue up to 110,000,000 shares, par value $0.001 per share, of which 10,000,000 shares are designated as preferred stock. As of December 31, 2018 and 2017, there were no shares of preferred stock outstanding. Common Stock— On all matters submitted to our stockholders for vote, our common stockholders are entitled to one vote per share, voting together as a single class, and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose. Subject to preferences that may apply to any shares of preferred stock outstanding, the holders of common stock are entitled to share equally in any dividends, when and if declared by our board of directors. Upon the occurrence of a liquidation, dissolution or winding-up, the holders of common stock are entitled to share equally in all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking funds provisions applicable to the common stock. Shares Reserved— We generally issue previously unissued common stock upon the exercise of stock options, the vesting of restricted stock units and upon granting of restricted common stock awards; however we may reissue previously acquired treasury shares to satisfy these future issuances. Shares of authorized but unissued common stock reserved for future issuance were as follows (in thousands): December 31, 2018 Common stock: Stock options issued and outstanding 1,005 Restricted stock units issued and outstanding 1,869 Shares available for grant 512 Total shares reserved 3,386 Stock Plans— On June 12, 2014, upon approval at the Annual Meeting of Stockholders, we adopted the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan replaced the 2006 Equity Incentive Plan and 4,500,000 shares were authorized for issuance under the 2014 Plan. The 2014 Plan does not include an evergreen provision to automatically increase the number of shares available under it and increases in the number of shares authorized for issuance under the 2014 Plan require stockholder approval. Also, under the 2014 Plan the following shares are not recycled for future grant under the 2014 Plan: (i) shares used in connection with the exercise of an option and/or stock appreciation right to pay the exercise price or purchase price of such award or satisfy applicable tax withholding obligations; and (ii) the gross number of shares subject to stock appreciation rights that are exercised. Furthermore, the 2014 Plan included a provision that prohibits repricing of outstanding stock options or stock appreciation rights and formalized and updated procedures to qualify awards as “performance-based” compensation under Section 162(m) of the Internal Revenue Code in order to preserve full tax deductibility of such awards. We previously granted options to purchase shares of our common stock and restricted stock units under our 2006 Equity Incentive Plan and 2005 Stock Plan. The 2006 Equity Incentive Plan was terminated with respect to the grant of additional awards on June 12, 2014, upon adoption of our 2014 Plan. The 2005 Stock Plan was terminated with respect to the grant of additional awards upon the effectiveness of the 2006 Equity Incentive Plan. Our stock options granted under the 2014 Plan generally vest over four years at a rate of 25% after one year and 1/48th per month thereafter. Stock options granted under the 2014 Plan generally expire after seven years from the date of grant. On December 31, 2018, no shares were subject to repurchase. Our restricted stock unit awards granted under the 2014 Plan, 2006 Plan and 2005 Stock Plan generally vest over four years at a rate of 25% after one year and 25% annually thereafter. We have granted market-based restricted stock units to our executive officers and certain members of our senior management team. Each market-based stock unit represents a contingent right to receive certain shares of our common stock upon the attainment of certain stock prices over a four -year performance period. Once a stock price threshold is achieved, the portion of the award related to that threshold will vest on the one-year anniversary of the date of achievement, subject to the employee's continued service through each vesting date. Compensation expense related to these awards is recognized on an accelerated basis over the requisite service period. The following table summarizes activity under our 2014 Equity Incentive Plan (the “2014 Plan”) for the year ended December 31, 2018 (in thousands): Shares Available for Grant (1) Shares available for grant December 31, 2017 (1) 1,409 Restricted stock units granted ( 2) (827 ) Options granted (3) (317 ) Restricted stock units cancelled (4) 198 Options cancelled 49 Shares available for grant December 31, 2018 (1) 512 (1) Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. (2) Includes grants of restricted stock units with service, performance-based or market-based vesting criteria. (3) Includes grants of stock options with service, performance-based or market-based vesting criteria. (4) Includes cancelled restricted stock units with service, performance-based or market-based vesting criteria. The following table summarizes stock option activity under the Stock Plans (in thousands, except weighted-average exercise price and weighted-average remaining contractual life data): Number of Stock Options (1) Weighted Average Exercise Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (2) Balance outstanding at December 31, 2017 983 $ 17.38 4.6 $ 2,522 Granted 317 $ 23.42 Exercised (165 ) $ 16.69 Cancelled (130 ) $ 24.37 Balance outstanding at December 31, 2018 1,005 $ 18.34 5.0 $ 20,226 Vested and expected to vest at December 31, 2018 953 $ 18.13 4.9 $ 19,390 Exercisable at December 31, 2018 451 $ 16.40 3.9 $ 9,987 (1) Includes certain stock options with service, performance-based or market-based vesting criteria. (2) The aggregate intrinsic value is calculated as the product between eHealth’s closing stock price as of December 31, 2018 and December 31, 2017 at the exercise price of in-the-money options as of those dates. The following table provides information pertaining to our stock options for the years ended December 31, 2018, 2017 and 2016 (in thousands, except weighted-average fair values): Year Ended December 31, 2018 2017 2016 Weighted average fair value of options granted $ 12.78 $ 9.03 $ 4.46 Total fair value of options vested $ 2,263 $ 799 $ 1,243 Intrinsic value of options exercised $ 1,461 $ 430 $ 4 The following table summarizes restricted stock unit activity under the Stock Plans (in thousands, except weighted-average grant date fair value and weighted-average remaining contractual life data): Number of Restricted Stock Units 1 Weighted-Average Grant Date Fair Value Weighted-Average Remaining Service Period Aggregate Intrinsic Value (2) Unvested as of December 31, 2017 1,745 $ 14.24 2.3 $ 30,313 Granted 846 $ 21.14 Vested (524 ) $ 14.26 Cancelled (198 ) $ 16.08 Unvested as of December 31, 2018 1,869 $ 16.95 4.8 $ 71,816 (1) Includes certain restricted stock units with service, performance-based or market-based vesting criteria. (2) The aggregate intrinsic value is calculated as the difference of our closing stock price as of December 31, 2018 and December 31, 2017 multiplied by the number of restricted stock units outstanding as of December 31, 2018 and December 31, 2017, respectively. Stock Repurchase Programs— We had no stock repurchase activity during the years ended December 31, 2018, 2017 or 2016. In addition to 10,663,888 shares repurchased under our past repurchase programs as of December 31, 2018 , we had in treasury 762,404 shares that were previously surrendered by employees to satisfy tax withholdings due in connection with the vesting of certain restricted stock units. As of December 31, 2018 and 2017, we had a total of 11,426,292 shares and 11,237,995 , respectively, held in treasury. For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. Stock-Based Compensation Expense— The fair value of stock options granted to employees for the years ended December 31, 2018, 2017 and 2016 was estimated using the following weighted average assumptions: Year Ended December 31, 2018 2017 2016 Expected term 4.3 4.3 4.4 Expected volatility 68.3% 69.8% 65.4% Expected dividend yield —% —% —% Risk-free interest rate 2.7% 1.8% 1.1% The weighted-average fair value of the market-based options and restricted stock units was determined using the Monte Carlo simulation model using the following weighted average assumptions: Year Ended December 31, 2018 2017 2016 Expected term 1.6 1.6 2.1 Expected volatility 69.8% 70.9% 67.9% Expected dividend yield —% —% —% Risk-free interest rate 2.5% 1.7% 1.1% Weighted-average grant date fair value $13.48 $9.42 $9.64 The following table summarizes stock-based compensation expense recorded during the years ended December 31, 2018, 2017 and 2016 (in thousands): Year Ended December 31, 2018 2017 2016 Common stock options $ 1,991 $ 1,863 $ 1,015 Restricted stock units 10,549 7,831 6,251 Total stock-based compensation expense $ 12,540 $ 9,694 $ 7,266 The following table summarizes stock-based compensation expense by operating function for the years ended December 31, 2018, 2017 and 2016 (in thousands): Year Ended December 31, 2018 2017 2016 Marketing and advertising $ 1,974 $ 1,033 $ 1,237 Customer care and enrollment 816 418 497 Technology and content 1,675 1,410 1,836 General and administrative 7,824 6,833 3,696 Restructuring charge 251 — — Total stock-based compensation expense $ 12,540 $ 9,694 $ 7,266 As of December 31, 2018, there were $4.8 million of total unamortized compensation costs, net of estimated forfeitures, related to stock options, and these costs are expected to be recognized over a weighted average period of 2.8 years . As of December 31, 2018, there were $21.9 million of total unamortized compensation costs, net of estimated forfeitures, related to restricted stock units, and these costs are expected to be recognized over a weighted average period of 2.8 years . During the year ended December 31, 2018, due to changes in our senior management, we accelerated the vesting dates of certain stock options and restricted stock units granted to two former employees. We recorded a $0.5 million incremental stock-based compensation expense in connection with this modification. During the year ended December 31, 2016, due to changes in our senior management, we accelerated the vesting dates of certain stock options and restricted stock units granted to three former employees. We recorded a $0.5 million incremental stock-based compensation expense in connection with this modification. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of our income (loss) before provision (benefit) for income taxes were as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 2,458 $ (9,242 ) $ 3,087 Foreign 848 972 885 Income (loss) before provision (benefit) for income taxes $ 3,306 $ (8,270 ) $ 3,972 The federal and state income tax provision (benefit) is summarized as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ 5 $ (275 ) $ (948 ) State 48 (1,433 ) (214 ) Foreign 213 179 178 Total current 266 (1,529 ) (984 ) Deferred: Federal 165 (28,161 ) 4,306 State 2,648 (3,992 ) 361 Foreign (14 ) (14 ) (15 ) Total deferred 2,799 (32,167 ) 4,652 Provision (benefit) for income taxes $ 3,065 $ (33,696 ) $ 3,668 In 2018, we had worldwide consolidated income before tax of $3.3 million , and tax expense of $3.1 million , with an annual effective tax rate of 92.7% . Our 2018 effective income tax rate differed from the U.S. statutory rate primarily due to a $2.4 million valuation allowance related to state net operating loss carryforwards that are expected to expire unutilized. The effective tax rate of our provision (benefit) for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2018 2017 2016 Statutory rate 21.0 % 35.0 % 35.0 % State income taxes, net of federal benefit (7.2 ) 31.7 14.1 Non-qualified stock option shortfalls (windfalls), net (29.4 ) 1.9 23.0 Stock-based compensation 21.6 (9.7 ) 18.3 Lobbying 15.2 (9.1 ) 8.9 Research and development credits (17.1 ) (1.5 ) (20.4 ) Changes in valuation allowance 72.8 Tax reform - tax rate change — 355.9 — Foreign income tax and income inclusion 6.8 2.7 10.9 Non-deductible parking expense 3.1 — — Other permanent differences 5.9 0.7 2.4 Effective tax rate 92.7 % 407.6 % 92.2 % The Tax Cuts and Jobs Act ("Jobs Act") was passed on December 22, 2017, which has various impacts on our income tax provision. The main impact of the Jobs Act on our provision (benefit) for income taxes is the decrease in our statutory federal income tax rate from 35% to 21%. During the year ended December 31, 2017, we made reasonable estimates of the effects of the Jobs Act and recorded provisional amounts. During the year ended December 31, 2018, we finalized the accounting for the enactment of the Jobs Act, without any material adjustments to our previous estimates. In addition, our tax provision for the year ended December 31, 2018 has been adjusted for other impacts of the Jobs Act including, among other things, certain limitations on deductions, taxes on Global Intangible Low-Taxed Income ("GILTI") earned by our China subsidiary and changes to the Section 162(m) limitation rules for executive compensation. An accounting policy election is allowed to either treat taxes due to GILTI inclusions as a current period expense or account for GILTI in the measurement of deferred tax assets. We have elected to treat GILTI as a current period expense. As such, we have not recognized any deferred taxes related to GILTI. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, together with operating losses and tax credit carryforwards. The tax effects of significant items comprising our deferred taxes as of December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 December 31, 2017 Deferred tax assets: Accruals and reserves $ 6,349 $ 2,499 Stock-based compensation 2,388 2,443 Intangible assets 61 448 Net operating losses 22,181 12,055 Tax credits 4,508 3,569 Other 250 178 Total deferred tax assets 35,737 21,192 Valuation allowance (2,407 ) — Total deferred tax assets net of valuation allowance 33,330 21,192 Deferred tax liabilities: Intangible assets (710 ) (1,083 ) Commissions receivable (80,289 ) (64,911 ) Fixed assets — (55 ) Total deferred tax liabilities $ (80,999 ) $ (66,049 ) Net deferred tax liabilities $ (47,669 ) $ (44,857 ) As a result of our adoption of ASC 606 using the full retrospective method, we recognized a significant deferred tax liability in our recasted opening balance sheet due to the resulting acceleration of revenue recognition while revenue for tax purposes will continue to be recognized as we collect cash. This deferred tax liability is a source of income that can be used to support the realizability of our deferred tax assets. As a result of the significantly increased deferred tax liability, we reversed the valuation allowance recorded against our U.S. deferred tax assets as of January 1, 2015, the earliest period to which the retrospective adoption of ASC 606 was applied. We continue to recognize all our deferred tax assets as of December 31, 2018, as we believe it is more likely than not that the net deferred tax assets will be fully realized, other than $2.4 million of deferred tax assets related to California net operating losses that is not expected to be realized prior to expiration. 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. As of December 31, 2018, a partial valuation allowance of $2.4 million is recorded against California net operating losses. The valuation allowance was recorded as a result of increased uncertainty regarding our future taxable income and a lack of sources of other taxable income to realize those net operating losses. We had net operating loss carryforwards at December 31, 2018 of approximately $81.0 million and $82.6 million for federal income tax and state income tax purposes, respectively. Federal and state net operating loss carry forwards begin expiring in 2034 and 2021, respectively. At December 31, 2018, we had tax credit carry forwards of approximately $3.9 million and $4.9 million for federal income tax and state income tax purposes, respectively. The federal tax credit carryforwards begin expiring in 2021. The state tax credits carry forward indefinitely. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions. These ownership change limitations may limit the amount of net operating loss carryforwards and other tax attributes that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points (by value) of the outstanding stock of a company by certain stockholders. Our ability to use the remaining net operating loss carryforwards may be further limited if we experience a Section 382 ownership change as a result of future changes in our stock ownership. A reconciliation of the beginning and ending amount of our unrecognized tax benefits is as follows (in thousands): Unrecognized Tax Benefits Balance at December 31, 2015 $ 6,184 Lapse of statute of limitations (1,236 ) Additions based on tax positions related to the current year 305 Balance at December 31, 2016 5,253 Decrease based on tax positions related to the prior year (862 ) Lapse of statute of limitations (1,637 ) Additions based on tax positions related to the current year 342 Balance at December 31, 2017 3,096 Increase based on tax positions related to the prior year 579 Lapse of statute of limitations (5 ) Additions based on tax positions related to the current year 70 Balance at December 31, 2018 $ 3,740 Tax positions are evaluated in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of December 31, 2018, the total amount of gross unrecognized tax benefits was $3.7 million , of which $3.3 million , if recognized, would affect our effective tax rate. As of December 31, 2017, the total amount of gross unrecognized tax benefits was $3.1 million , of which $2.7 million , if recognized, would affect our effective tax rate. We record interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31, 2018, the amount accrued for estimated interest related to uncertain tax positions was immaterial. We did not record an accrual for penalties. Included in the balance of income tax liabilities and accrued interest at December 31, 2018 is an immaterial amount related to tax positions for which it is reasonably possible that the statute of limitations will expire in various jurisdictions and income tax exams will close within the next twelve months. We are subject to taxation in various jurisdictions, including federal, state and foreign. Our federal and state income tax returns are generally not subject to examination by taxing authorities for fiscal years before 2007 due to our net operating losses. The examination of our 2009 and 2010 California income tax returns by the California Franchise Tax Board was completed in the first quarter of 2017. We assessed the impact on our unrecognized tax benefits for all open years and recorded any necessary adjustments in the first quarter of 2017. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and common equivalent shares outstanding during the period. Diluted net income per share is computed giving effect to all potential dilutive common stock equivalent shares, including options and restricted stock units. The dilutive effect of outstanding awards is reflected in diluted net income per share by application of the treasury stock method. The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts): Year Ended December 31, 2018 2017 2016 Basic: Numerator: Net income $ 241 $ 25,426 $ 304 Denominator: Net weighted-average number of common stock shares outstanding 19,294 18,512 18,272 Net income per share—basic: $ 0.01 $ 1.37 $ 0.02 Diluted: Numerator: Net income $ 241 $ 25,426 $ 304 Denominator: Net weighted average number of common stock shares outstanding 19,294 18,512 18,272 Dilutive effect of common stock 1,115 535 42 Total common stock shares used in per share calculation 20,409 19,047 18,314 Net income per share—diluted $ 0.01 $ 1.33 $ 0.02 For each of the years ended December 31, 2018, 2017 and 2016, we had securities outstanding that could potentially dilute net income per share, but the shares from the assumed conversion or exercise of these securities were excluded in the computation of diluted net income per share as their effect would have been anti-dilutive. The number of outstanding anti-dilutive shares that were excluded from the computation of diluted net income per share consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Common stock options 291 908 1,222 Restricted stock units 13 1,296 768 Total 304 2,204 1,990 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 consolidated financial statements. An estimated loss contingency is accrued in the consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal proceedings or other contingencies could result in material costs, even if we ultimately prevail. Legal Proceedings On April 6, 2018, a former California employee filed a complaint against us in the Superior Court of the State of California for the County of Sacramento. The plaintiff’s complaint was filed pursuant to the California Labor Code Private Attorneys General Act of 2004, purportedly on behalf of all current and former hourly-paid or non-exempt employees who work or have worked for us in California. The complaint alleges that we violated a number of wage and hour laws with respect to these non-exempt employees, including, among other things, the failure to comply with California law as to (i) the payment of overtime wages; (ii) the payment of minimum wages; (iii) providing uninterrupted meal and rest periods, (iv) the payment of wages earned during employment and owed upon the termination of employment; (v) providing complete and accurate wage statements, (vi) keeping of accurate payroll records; and (vii) the proper reimbursement for necessary business-related expenses and costs. The complaint seeks allegedly unpaid wages, civil penalties and costs, expenses and attorneys’ fees. Discovery has only recently commenced, and as a result we cannot estimate the likelihood of liability or the amount of potential damages. On May 8, 2018, an individual filed a putative class action complaint against us. The complaint alleges that we violated the Telephone Consumer Protection Act, 47 U.S.C. § 227(c) and certain provisions of 47 C.F.R. § 64.1200 promulgated thereunder by initiating or causing to be initiated telephone solicitations to telephone subscribers who registered their respective telephone numbers on the National Do Not Call Registry. The complaint alleged, among other things, that we (i) made more than one unsolicited telephone call to Plaintiff and putative class members within a 12-month period without express consent to place such calls in violation of 47 U.S.C. § 227(c)(5); and (ii) initiated calls for telemarketing purposes without instituting procedures that comply with regulatory minimum standards for implementing Do Not Call in violation of 47 C.F.R. § 64.1200(d). The complaint sought (i) an order certifying a class of individuals in the United States who (A) received more than one telephone call made by or on behalf of eHealth within a 12-month period; and (B) to a telephone number that had been registered with the National Do Not Call Registry for at least 30 days; (ii) an award of actual and statutory damages for each negligent violation to each member of the class pursuant to 47 U.S.C. § 227(b)(3)(B); (iii) an award of actual and statutory damages for each knowing and/or willful violation to each member of the class pursuant to 47 U.S.C. § 227(b)(3)(A); (iv) an injunction requiring us and our agents to cease all unsolicited telephone activities and otherwise protecting the interest of the class pursuant to 47 U.S.C. § 227(b)(3)(A); and (v) pre-judgment and post-judgment interest on monetary relief. A first amended complaint was filed in the action in September 2018 to add an additional plaintiff, and we answered the first amended complaint in October 2018. In October 2018, we also entered into a settlement agreement with the original plaintiff that included a release of the original plaintiff’s individual claims. The second plaintiff dismissed the first amended complaint without prejudice in November 2018. This did not have a material effect on our consolidated financial statements. Operating Lease Obligations We lease our operating facilities and certain of our equipment and furniture and fixtures under various operating leases, the latest of which expires in February 2029. Certain of these leases have free or escalating rent payment provisions. We recognize rent expense on our operating leases 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. On April 25, 2018, we entered into a lease agreement to lease approximately 32,492 square feet of office space located in Santa Clara, California. We entered into this lease agreement as a result of the upcoming expiration of one of our leases in Mountain View, California on December 31, 2018. The term of the lease is approximately one hundred twenty-three months, commencing on October 1, 2018 and ending on an estimated date of February 28, 2029. As of December 31, 2018, future minimum payments are expected to be $17.2 million over the remaining term of the lease plus our proportionate share of certain operating expenses, insurance costs and taxes for each calendar year during the lease. In connection with the Santa Clara, California lease agreement, we entered into a financial guarantee consisting of a standby letter of credit for $1.5 million , which may be reduced in increments of 20% of the original amount thereof on the second, third, fourth and fifth anniversaries of the commencement date, and may be reduced by an additional 8% of the original amount on the sixth anniversary of the commencement date, subject to our compliance with the applicable conditions to such reductions set forth in the lease. In March 2018, we entered into an agreement to lease 26,878 square feet of office space in Austin, Texas. The term of this lease agreement is 90 months, commencing in September 2018 and ending in May 2026. As of December 31, 2018, future minimum payments are expected to be $4.4 million over the remaining term of the lease plus our proportionate share of certain operating expenses, insurance costs and taxes for each calendar year during the lease. In connection with the Austin, Texas office lease agreement, we entered into a financial guarantee consisting of a standby letter of credit for $0.6 million , which may be reduced on the third and subsequent anniversaries of the commencement date, subject to our compliance with the applicable conditions to such reductions set forth in the lease. In connection with our Mountain View, California lease agreement in March 2012, we entered into a financial guarantee consisting of a standby letter of credit for $0.6 million , which may be reduced in increments of 25% of the original amount thereof on the first, second and third anniversaries of the commencement date, subject to our compliance with the applicable conditions to such reductions set forth in the lease. The remaining balance on the financial guarantee is $0.1 million as of December 31, 2018. Total rent expense under all operating leases was approximately $5.3 million , $4.6 million and $4.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. 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. The terms of these services and licensing agreements are generally up to three years. 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. The following table presents a summary of our future minimum payments under non-cancellable operating lease agreements and contractual service and licensing obligations as of December 31, 2018 (in thousands): For the Years Ending December 31, Operating Lease Obligations Service and Licensing Obligations Total Obligations 2019 4,804 3,844 8,648 2020 5,209 2,222 7,431 2021 3,766 568 4,334 2022 3,878 18 3,896 2023 3,100 — 3,100 Thereafter 10,863 — 10,863 Total $ 31,620 $ 6,652 $ 38,272 |
Operating Segments, Geographic
Operating Segments, Geographic Information and Significant Customers | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Operating Segments, Geographic Information and Significant Customers | Operating Segments, Geographic Information and Significant Customers Operating Segments The following table presents summary results of our operating segments for the years ended December 31, 2018, 2017 and 2016 (in thousands): Year Ended December 31, 2018 2017 2016 Revenue Medicare $ 210,570 $ 142,448 $ 122,156 Individual, Family and Small Business 40,825 48,258 71,168 Total revenue $ 251,395 $ 190,706 $ 193,324 Segment profit Medicare segment profit $ 60,844 $ 22,137 $ 10,394 Individual, Family and Small Business segment profit 5,803 9,573 33,050 Total segment profit 66,647 31,710 43,444 Corporate (32,996 ) (26,970 ) (29,073 ) Stock-based compensation expense (12,289 ) (9,694 ) (7,266 ) Depreciation and amortization (2,479 ) (2,837 ) (3,539 ) Change in fair value of earnout liability (12,300 ) — — Restructuring (charge) benefit (1,865 ) — 297 Acquisition costs (76 ) (621 ) — Amortization of intangible assets (2,091 ) (1,040 ) (1,040 ) Other income (expense), net 755 1,182 $ 1,149 Income (loss) before provision (benefit) for income taxes $ 3,306 $ (8,270 ) $ 3,972 There are no internal revenue transactions between our operating segments. Our CODM does not separately evaluate assets by segment, and therefore assets by segment are not presented. Geographic Information Our long-lived assets consist primarily of property and equipment, internally-developed software, goodwill and other indefinite-lived intangible assets and finite-lived intangible assets. All of our intangible assets are located in the United States. Our long-lived assets are attributed to the geographic location in which they are located. Long-lived assets by geographical area as of December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 December 31, 2017 United States $ 70,710 $ 32,876 China 499 550 Total $ 71,209 $ 33,426 Significant Customers Substantially all revenue for the years ended December 31, 2018, 2017 and 2016 was generated from customers located in the United States. Carriers representing 10% or more of our total revenue for the years ended December 31, 2018, 2017 and 2016 are presented in the table below: Year Ended December 31, 2018 2017 2016 Humana 22 % 20 % 22 % UnitedHealthcare 1 19 % 23 % 19 % Aetna 2 14 % 10 % 11 % (1) UnitedHealthcare also includes other carriers owned by UnitedHealthcare. (2) Aetna includes other carriers owned by Aetna. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt On September 17, 2018, we entered into a Credit Agreement with Royal Bank of Canada (“RBC”), as administrative agent and collateral agent (the “Credit Agreement”). The Credit Agreement provides for a $40 million secured asset-backed revolving credit facility with a $5 million letter of credit subfacility. The commitments under the Credit Agreement expire on September 17, 2021, at which time any amounts drawn under facility are contractually due. The borrowing base under the Credit Agreement is comprised of an amount equal to (a) the lesser of (i) eighty percent ( 80% ) of Eligible Commissions Receivables (as defined in the Credit Agreement) we actually collected by during the immediately preceding period of three months or (ii) eighty percent ( 80% ) of our Eligible Commission Receivables for the immediately succeeding period of three months, plus (b) fifty percent ( 50% ) of our Eligible Commission Receivables for the immediately succeeding period of six months (excluding the immediately succeeding period of three months), in each case subject to reserves established by RBC (the “Borrowing Base”). The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes. The Borrowers have the right to prepay the loans under the Credit Agreement in whole or in part at any time without penalty. Subject to availability under the Borrowing Base, amounts repaid may be reborrowed. Amounts not borrowed under the Credit Agreement will be subject to a commitment fee of 0.5% per annum on the daily unused portion of the credit facility, to be paid in arrears on the first business day of each calendar quarter. At closing, the Company paid a one-time facility fee of 1.75% of the total commitments under the Credit Agreement. The Company is also obligated to pay other customary administration fees for a credit facility of this size and type. Availability under the credit facility is up to the lesser of $40 million or the Borrowing Base, which may be reduced from time to time pursuant to the Credit Agreement. In addition, the Credit Agreement contains a financial covenant requiring that we maintain Excess Availability (as defined in the Credit Agreement) at or above $6 million at any time. As of December 31, 2018, we were in compliance with all debt covenants. We incurred $1.2 million of issuance costs in connection with the Credit Agreement, which were capitalized as part of Other assets on the balance sheet as of December 31, 2018. As of December 31, 2018, we had $5.0 million outstanding principal amount under our revolving credit facility, which was repaid in full in January 2019. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges In February 2018, our Board of Directors approved a plan to close our sales call center in Massachusetts and to terminate the employment of other employees in certain other locations. As part of this plan, we eliminated approximately 110 full-time positions, representing approximately 10% of our workforce, primarily within customer care and enrollment, and to a lesser extent, in our marketing and advertising and general and administrative groups. We recognized $1.9 million in pre-tax restructuring charges, which included approximately $1.6 million for employee termination benefits and $0.3 million in non-cash accelerated stock-based compensation in the year ended December 31, 2018. The restructuring activities comprising the plan were completed during the three months ended June 30, 2018. The following table summarizes the total cash and non-cash restructuring charges recognized during the year ended December 31, 2018 (in thousands): Employee termination costs $ 1,605 Non-cash employee termination costs - stock-based compensation 251 Other restructuring related costs 9 Total restructuring charges $ 1,865 The following table summarizes the accrued restructuring charges activity during the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Beginning balance Charges Payments Ending balance Employee termination costs $ — $ 1,605 $ (1,605 ) $ — Accrued restructuring charges - current $ — $ 1,605 $ (1,605 ) $ — |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) Selected summarized quarterly financial information for 2018 and 2017 is as follows (in thousands, except per share amounts): For the Year Ended December 31, 2018 First Second Quarter Third Quarter Fourth Quarter Year Revenue $ 43,070 $ 32,657 $ 40,751 $ 134,917 $ 251,395 Income (loss) from operations (6,720 ) (16,920 ) (15,454 ) 41,645 2,551 Net income (loss) (4,845 ) (12,014 ) (8,972 ) 26,072 241 Net income (loss) per share: Basic (2) $ (0.26 ) $ (0.63 ) $ (0.47 ) $ 1.32 $ 0.01 Diluted (2) $ (0.26 ) $ (0.63 ) $ (0.47 ) $ 1.25 $ 0.01 For the Year Ended December 31, 2017 First (1) Second Quarter (1) Third Quarter (1) Fourth Quarter (1) Year (1) Revenue $ 41,556 $ 34,566 $ 31,466 $ 83,118 $ 190,706 Income (loss) from operations (4,113 ) (10,468 ) (15,673 ) 20,802 (9,452 ) Net income (loss) 1,080 (1,506 ) (2,176 ) 28,028 25,426 Net income (loss) per share: Basic (2) $ 0.06 $ (0.08 ) $ (0.12 ) $ 1.50 $ 1.37 Diluted (2) $ 0.06 $ (0.08 ) $ (0.12 ) $ 1.47 $ 1.33 (1) As adjusted for the adoption of ASC 606 using the full retrospective method (2) Computed using weighted-average share amounts outstanding for the respective periods presented |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Public offering of common stock Pursuant to the effective registration statement which was filed on December 17, 2018, and amended on January 22, 2019, we entered into an underwriting agreement to issue 2,400,000 shares of common stock, which included the exercise in full of the underwriters’ option to purchase 360,000 additional shares of common stock, at a price to the public of $48.50 per share in January 2019, for a total of 2,760,000 shares issued in connection with the offering. Net proceeds from the offering were approximately $126.2 million after deducting underwriting discounts, commissions and estimated expenses of the offering. We intend to use the net proceeds of the offering for general corporate purposes, including working capital. |
Adoption Impact of New Revenue
Adoption Impact of New Revenue Standard | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Adoption Impact of New Revenue Standard | Adoption Impact of New Revenue Standard As discussed in Note 1 - Summary of Significant Accounting Policies , the FASB issued ASU 2014-09 in 2014, which, as amended, created ASC 606. The core principle of ASC 606 is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also contains significant new disclosure requirements regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We adopted ASC 606 effective January 1, 2018, on a retrospective basis. We have applied the standard to all contracts. We reviewed our sales compensation plans, which are directed at converting leads into approved members, and concluded that they are fulfillment costs and not costs to obtain a contract with a health insurance carrier, which we define as our customer. Additionally, we reviewed compensation plans related to personnel responsible for identifying new health insurance carriers and entering into contracts with new health insurance carriers and concluded that no incremental costs are incurred to obtain such contracts. The following tables present the impact of the adoption of ASC 606 on our previously reported historical results for the periods presented (in thousands): 2017 Balance Sheet Impact December 31, 2017 As ASC 606 Adoption Adjustment As Assets Current assets: Cash and cash equivalents $ 40,293 $ — $ 40,293 Accounts receivable 9,894 (8,419 ) 1,475 Commissions receivable - current — 109,666 109,666 Prepaid expenses and other current assets 4,845 (540 ) 4,305 Total current assets 55,032 100,707 155,739 Commissions receivable - non-current — 169,751 169,751 Property and equipment, net 4,705 — 4,705 Other assets 7,317 (30 ) 7,287 Intangible assets, net 7,540 — 7,540 Goodwill 14,096 — 14,096 Total assets $ 88,690 $ 270,428 $ 359,118 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 3,246 $ — $ 3,246 Accrued compensation and benefits 15,498 — 15,498 Accrued marketing expenses 4,088 605 4,693 Other current liabilities 3,815 (1,807 ) 2,008 Total current liabilities 26,647 (1,202 ) 25,445 Deferred income taxes - non-current — 45,089 45,089 Other non-current liabilities 900 1,020 1,920 Stockholders' equity: Common stock 30 — 30 Additional paid-in-capital 281,706 — 281,706 Treasury stock, at cost (199,998 ) — (199,998 ) Retained earnings (20,796 ) 225,520 204,724 Accumulated other comprehensive income 201 1 202 Total stockholders' equity 61,143 225,521 286,664 Total liabilities and stockholders' equity $ 88,690 $ 270,428 $ 359,118 2017 Income Statement Impact Year Ended December 31, 2017 Statement of Operations As ASC 606 Adoption Adjustment As Revenue: Commission $ 158,424 $ 18,459 $ 176,883 Other 13,931 (108 ) 13,823 Total revenue 172,355 18,351 190,706 Operating costs and expenses: Cost of revenue 2,273 (1,691 ) 582 Marketing and advertising 65,874 — 65,874 Customer care and enrollment 59,183 — 59,183 Technology and content 32,889 — 32,889 General and administrative 39,969 — 39,969 Acquisition costs 621 — 621 Amortization of intangible assets 1,040 — 1,040 Total operating costs and expenses 201,849 (1,691 ) 200,158 Income (loss) from operations (29,494 ) 20,042 (9,452 ) Other income, net 327 855 1,182 Income (loss) before income taxes (29,167 ) 20,897 (8,270 ) Benefit from income taxes (3,755 ) (29,941 ) (33,696 ) Net income (loss) $ (25,412 ) $ 50,838 $ 25,426 Net income (loss) per basic share $ (1.37 ) $ 2.74 $ 1.37 Net income (loss) per diluted share $ (1.37 ) $ 2.70 $ 1.33 2016 Income Statement Impact Year Ended December 31, 2016 Statement of Operations As ASC 606 Adoption Adjustment As Revenue: Commission $ 170,850 $ 6,384 $ 177,234 Other 16,110 (20 ) 16,090 Total revenue 186,960 6,364 193,324 Operating costs and expenses: Cost of revenue 3,176 (2,314 ) 862 Marketing and advertising 72,213 — 72,213 Customer care and enrollment 48,718 — 48,718 Technology and content 32,749 — 32,749 General and administrative 35,216 — 35,216 Restructuring charges (benefit) (297 ) — (297 ) Amortization of intangible assets 1,040 — 1,040 Total operating costs and expenses 192,815 (2,314 ) 190,501 Income (loss) from operations (5,855 ) 8,678 2,823 Other income, net 102 1,047 1,149 Income (loss) before income taxes (5,753 ) 9,725 3,972 Provision (benefit) for income taxes (871 ) 4,539 3,668 Net income (loss) $ (4,882 ) $ 5,186 $ 304 Net income (loss) per basic share $ (0.27 ) $ 0.29 $ 0.02 Net income (loss) per diluted share $ (0.27 ) $ 0.29 $ 0.02 2017 Operating Segment Impact Year Ended December 31, 2017 As ASC 606 Adoption Adjustment As Revenue Medicare segment revenue $ 102,584 $ 39,864 $ 142,448 Individual, Family and Small Business segment revenue 69,771 (21,513 ) 48,258 Total revenue $ 172,355 $ 18,351 $ 190,706 Segment profit (loss) Medicare segment profit (loss) $ (18,760 ) $ 40,897 $ 22,137 Individual, Family and Small Business segment profit 30,427 (20,854 ) 9,573 Total segment profit 11,667 20,043 31,710 Corporate (26,969 ) (1 ) (26,970 ) Stock-based compensation expense (9,694 ) — (9,694 ) Depreciation and amortization (2,837 ) — (2,837 ) Acquisition costs (621 ) (621 ) Amortization of intangible assets (1,040 ) — (1,040 ) Other income, net 327 855 1,182 Income (loss) before provision (benefit) for income taxes $ (29,167 ) $ 20,897 $ (8,270 ) 2016 Operating Segment Impact Year Ended December 31, 2016 As ASC 606 Adoption Adjustment As Revenue Medicare segment revenue $ 80,269 $ 41,887 $ 122,156 Individual, Family and Small Business segment revenue 106,691 (35,523 ) 71,168 Total revenue $ 186,960 $ 6,364 $ 193,324 Segment profit (loss) Medicare segment profit (loss) $ (33,141 ) $ 43,535 $ 10,394 Individual, Family and Small Business segment profit 67,905 (34,855 ) 33,050 Total segment profit 34,764 8,680 43,444 Corporate (29,071 ) (2 ) (29,073 ) Stock-based compensation expense (7,266 ) — (7,266 ) Depreciation and amortization (3,539 ) — (3,539 ) Restructuring (charge) benefit 297 — 297 Amortization of intangible assets (1,040 ) — (1,040 ) Other income, net 102 1,047 1,149 Income (loss) before provision (benefit) for income taxes $ (5,753 ) $ 9,725 $ 3,972 2017 Cash Flow Impact - Operating Activities Year Ended December 31, 2017 As Reported ASC 606 Adoption Adjustment As Adjusted Operating activities Net income (loss) $ (25,412 ) $ 50,838 $ 25,426 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 2,837 — 2,837 Amortization of internally developed software 1,464 — 1,464 Amortization of book-of-business consideration 1,167 (1,167 ) — Amortization of intangible assets 1,040 — 1,040 Stock-based compensation expense 9,694 — 9,694 Deferred income taxes (401 ) (29,940 ) (30,341 ) Other non-cash items (101 ) — (101 ) Changes in operating assets and liabilities: Accounts receivable (681 ) 1,154 473 Commissions receivable — (21,640 ) (21,640 ) Prepaid expenses and other assets (1,933 ) — (1,933 ) Accounts payable (1,866 ) — (1,866 ) Accrued compensation and benefits 4,578 — 4,578 Accrued marketing expenses (3,070 ) (295 ) (3,365 ) Deferred revenue (574 ) 108 (466 ) Accrued restructuring charges — — — Other current liabilities (2,283 ) 942 (1,341 ) Net cash used in operating activities $ (15,541 ) $ — $ (15,541 ) 2016 Cash Flow Impact - Operating Activities Year Ended December 31, 2016 As Reported ASC 606 Adoption Adjustment As Adjusted Operating activities Net income (loss) $ (4,882 ) $ 5,186 $ 304 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,539 — 3,539 Amortization of internally developed software 936 — 936 Amortization of book-of-business consideration 1,649 (1,649 ) — Amortization of intangible assets 1,040 — 1,040 Stock-based compensation expense 7,266 — 7,266 Deferred income taxes 114 4,538 4,652 Other non-cash items (233 ) 90 (143 ) Changes in operating assets and liabilities: Accounts receivable 434 1,129 1,563 Commissions receivable — (8,032 ) (8,032 ) Prepaid expenses and other assets (486 ) — (486 ) Accounts payable 2,227 — 2,227 Accrued compensation and benefits (3,466 ) — (3,466 ) Accrued marketing expenses (3,540 ) (366 ) (3,906 ) Deferred revenue 567 20 587 Accrued restructuring charges (433 ) — (433 ) Other current liabilities (649 ) (916 ) (1,565 ) Net cash provided by operating activities $ 4,083 $ — $ 4,083 |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business— eHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is a leading private health insurance exchange for individuals, families and small businesses in the United States. Through our website addresses ( www.eHealth.com , www.eHealthInsurance.com , www.eHealthMedicare.com, www.Medicare.com, www.PlanPrescriber.com and www.GoMedigap.com) , consumers can get quotes from leading health insurance carriers, compare plans side-by-side, and apply for and purchase Medicare-related, individual and family, small business and ancillary health insurance plans. We actively market the availability of Medicare-related insurance plans and offer Medicare plan comparison tools and educational materials for Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. Our ecommerce technology also enables us to deliver consumers’ health insurance applications electronically to health insurance carriers. We are licensed to market and sell health insurance in all 50 states and the District of Columbia. |
Adoption of New Accounting Standard; Recent Accounting Pronouncements | Recent Accounting Pronouncements Compensation - Stock Compensation (Topic 718)— In May 2017, the FASB issued ASU No 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. ASU 2017-09 is to be applied on a prospective basis to an award modified on or after the adoption date. We adopted ASU 2017-09 in the first quarter of 2018 and the adoption of this new standard did not have a material impact on our consolidated financial statements. Intangibles - Goodwill and Other - Internal-Use Software (Topic 350-40)— In August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Agreement That is a Service Contract, which provides guidance for accounting for implementation costs incurred in internal-use cloud computing agreements. We early adopted ASU 2018-15 in the third quarter of fiscal 2018 prospectively. It did not have a material impact on our condensed consolidated financial statements. Goodwill Impairment (Topic 350)— In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) . Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019 with early adoption permitted for annual goodwill impairment tests performed after January 1, 2017. The standard must be applied prospectively. We early adopted ASU 2017-04 in the first quarter of 2018 and perform our annual impairment test in the fourth fiscal quarter of each year. The adoption of this new standard did not have a material impact on our condensed consolidated financial statements. Statement of Cash Flows (Topic 230)— In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. Under the ASU, changes in restricted cash and restricted cash equivalents would be included along with those of cash and cash equivalents in the statement of cash flows. As a result, entities would no longer present transfers between cash/equivalents and restricted cash/equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash/equivalents and restricted cash/equivalents. ASU 2016-18 was effective for us beginning on January 1, 2018 and was applied on a retrospective basis. The adoption of this new standard did not have an impact on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 provides guidance on how certain cash receipts and cash payments are presented on the statement of cash flows. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017. We adopted ASU 2016-15 in the first quarter of 2018 and the adoption of this new standard did not have a material impact on our consolidated financial statements. Leases (Topic 842)— In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement, and presentation of expenses will depend on classification as a finance or operating lease; for lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct finance leases. The guidance also eliminates existing real estate-specific provisions for all entities. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. We plan to adopt the standard using the modified retrospective method, and we are substantially complete with our implementation efforts. We estimate the total right-of-use asset and lease liability to be approximately $23 million to $26 million . Adoption of New Accounting Standard— Effective January 1, 2018, we adopted the requirements of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (ASC 606) , as discussed in detail below under Adoption of New Accounting Standards using the full retrospective method, which requires adjusting prior periods as if ASC 606 had been in effect as of the beginning of the earliest period presented. Thus, the accompanying consolidated balance sheet as of December 31, 2017 as well as the accompanying statements of comprehensive income, stockholders’ equity, and cash flows for the years ended December 31, 2017 and 2016 have been adjusted to reflect the adoption of ASC 606 as have all related disclosures, including segment information. See “Revenue Recognition” below for additional information on ASC 606 and Note 14 - Adoption Impact of New Revenue Standard for further discussion of the adoption and the impact on our previously reported historical results. |
Principles of Consolidation | Principles of Consolidation— The consolidated financial statements include the accounts of eHealth, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. |
Operating Segments | Operating Segments— We report segment information based on how our chief executive officer, who is our chief operating decision maker ("CODM"), regularly reviews our operating results, allocates resources and makes decisions regarding our business operations. The performance measures of our segments include total revenue and profit (loss). Our business structure is comprised of two operating segments: • Medicare; and • Individual, Family and Small Business The Medicare segment consists primarily of commissions earned from our sale of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans, and to a lesser extent, ancillary products sold to our Medicare-eligible customers, including but not limited to, dental and vision insurance, as well as our advertising program that allows Medicare-related carriers to purchase advertising on a separate website developed, hosted and maintained by us and our delivery and sale to third parties of Medicare-related health insurance leads generated by our ecommerce platforms and our marketing activities. The Individual, Family and Small Business segment consists primarily of commissions earned from our sale of individual and family and small business health insurance plans and ancillary products sold to our non-Medicare-eligible customers, including but not limited to, dental, vision, life, short term disability and long term disability insurance. To a lesser extent, the Individual, Family and Small Business segment consists of amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets in a sponsorship area on our website, our licensing to third parties the use of our health insurance ecommerce technology and our delivery and sale to third parties of individual and family health insurance leads generated by our ecommerce platforms and our marketing activities. Marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses that are directly attributable to a segment are reported within the applicable segment. Indirect marketing and advertising, customer care and enrollment and technology and content operating expenses are allocated to each segment based on usage. Other indirect general and administrative operating expenses are managed in a corporate shared services environment and, since they are not the responsibility of segment operating management, are not allocated to the two operating segments and are presented as a reconciling item to our consolidated financial results. Segment profit (loss) is calculated as total revenue for the applicable segment less direct and allocated marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses, excluding stock-based compensation, depreciation and amortization expense and amortization of intangible assets. |
Use of Estimates | Use of Estimates— The preparation of 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 consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the useful lives of intangible assets, fair value of investments, recoverability of intangible assets, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, provision 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. |
Cash Equivalents | Cash Equivalents— 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. |
Property and Equipment | Property and Equipment— Property and equipment are stated at cost, less accumulated depreciation and amortization. Capital lease amortization expenses are included in depreciation expense in our Consolidated Statements of Comprehensive Income. Depreciation and amortization is computed using the straight-line method based on estimated useful lives as follows: Computer equipment and software 3 to 5 years Office equipment and furniture 5 years Leasehold improvements Lesser of useful life (typically 5 to 10 years) or related lease term Maintenance and minor replacements are expensed as incurred. See Note 3 - Balance Sheet Accounts of the Notes to Consolidated Financial Statements for additional information regarding our property and equipment. |
Business Combinations | Business Combinations— We allocate the fair value of the purchase consideration of our acquired businesses to the tangible assets, liabilities and intangible assets acquired based on their estimated fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related costs are recognized separately from the business combination and are expensed as incurred. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets— Goodwill represents the excess of the consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. In the event that we realign our reporting units, we allocate our goodwill to the new reporting units using the relative fair value approach. We test our goodwill for impairment on an annual basis in the fourth quarter of each year or whenever events or changes in circumstances indicate that the asset may be impaired. Factors that we consider in deciding when to perform an impairment test include significant negative industry or economic trends or significant changes or planned changes in our use of the intangible assets. We realigned our reporting units into two operating segments during the year ended December 31, 2016, at which time we allocated $3.7 million and $10.4 million of the carrying value of the goodwill to the Medicare and Individual, Family and Small Business segments, respectively, based on the relative fair value of the operating segments. We continued to report the same two segments during the years ended December 31, 2018 and 2017, and no goodwill impairment has been identified in any of the years presented. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate a potential reduction in their fair values below their respective carrying amounts. Intangible assets with finite useful lives, which include purchased technology, pharmacy and customer relationships, trade names, and certain trademarks, are amortized over their estimated useful lives. Goodwill and intangible assets are considered non-financial assets and therefore, subsequent to their initial recognition are not revalued at fair value each reporting period unless an impairment charge is recognized. We must make subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, we must make subjective judgments regarding the remaining useful lives of assets with finite useful lives. When we determine that the useful life of an asset is shorter than we had originally estimated, we accelerate the rate of amortization over the assets’ new, remaining useful life. We evaluated the remaining useful lives of our intangible assets with finite lives and determined no material adjustments to the remaining lives were required. |
Other Long-Lived Assets | Other Long-Lived Assets— We evaluate other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. |
Book-of-Business Transfers | Book-of-Business Transfers— We entered into several agreements with a broker partner, whereby the partner transferred certain of its existing Medicare plan members to us as the broker of record on the underlying policies. The first of these book-of-business transfers occurred in November 2010 and the most recent in June 2012. Total consideration paid by us for these books-of-business amounted to $13.9 million . The consideration we paid to the broker partner was based on the discounted commissions expected to be received over the remaining life of each transferred Medicare plan member. As we receive commission payments from health insurance carriers for these plan members, we record the margin earned to other income (expense), net in the Consolidated Statements of Comprehensive Income. |
Revenue Recognition | Revenue Recognition— In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (ASC 606) , requiring an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. As noted above, we adopted ASC 606 using the full retrospective method and, accordingly, our historical financial statements and related disclosures have been restated herein to reflect the adoption of ASC 606 for all periods presented. We are compensated by the receipt of commission payments from health insurance carriers whose health insurance policies are purchased through our ecommerce platforms or our customer care centers. We may also receive commission bonuses based on our attaining predetermined target sales levels for Medicare, individual and family, small business and ancillary health insurance products, or other objectives, as determined by the health insurance carrier, which we recognize as commission revenue when we achieve the predetermined target sales levels or other objectives. In addition, we also generate revenue from non-commission revenue sources, which include online sponsorship and advertising, technology licensing and lead referrals. Payment is typically received within 60 days of approval. The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, we recognize revenue for our services in accordance with the following five steps outlined in ASC 606: • Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. • Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. • Determination of the transaction price. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. • Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price ("SSP") basis. • Recognition of revenue when, or as, we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer. Commission Revenue— Our commission revenue is primarily comprised of commissions paid to us by health insurance carriers related to insurance plans that have been purchased by a member through our health insurance exchange service. We define a member as an individual currently covered by an insurance plan, which include Medicare-related, individual and family, small business and ancillary plans. We are compensated by the health insurance carrier, which we define as our customer. We typically enter into contractual agency relationships with health insurance carriers that are non-exclusive and terminable on short notice by either party for any reason. In addition, health insurance carriers often have the ability to terminate or amend our agreements unilaterally on short notice, including provisions in our agreements relating to the commission rates paid to us by the health insurance carriers. The amendment or termination of an agreement we have with a health insurance carrier may adversely impact the commissions we are paid on health insurance plans purchased from the carrier by means of our health insurance exchange services. For both Medicare Advantage and Medicare Part D prescription drug plans, we receive a fixed, annual commission payment from insurance carriers once the plan is approved by the carrier and either a fixed, monthly or annual commission payment beginning with and subsequent to the second plan year. In the first plan year of a Medicare Advantage and Medicare Part D prescription drug plan, after the health insurance carrier approves the application but during the effective year of the plan, we are paid a fixed commission that is prorated for the number of months remaining in the calendar year. Additionally, if the plan is the first Medicare Advantage or Medicare Part D plan issued to the member, we may receive a higher commission rate that covers a full twelve-month period, regardless of the month the plan was effective. We earn commission revenue for Medicare Advantage and Medicare Part D prescription drug plans for which we are the broker of record, typically until either the policy is cancelled or we otherwise do not remain the agent on the policy. For individual and family, Medicare Supplement, small business and ancillary plans, our commissions generally represent a flat amount per member per month or a percentage of the premium amount collected by the carrier during the period that a member maintains coverage under a plan. Premium-based commissions are reported to us after the premiums are collected by the carrier, generally on a monthly basis. We generally continue to receive the commission payment from the relevant insurance carrier until the health insurance plan is cancelled or we otherwise do not remain the agent on the policy. We utilize a practical expedient to estimate commission revenue for each insurance product by applying the use of a portfolio approach to group approved members by the effective month of the relevant policy (referred to as a “cohort”). This allows us to estimate the commissions we expect to collect for each approved member cohort by evaluating various factors, including but not limited to, contracted commission rates, carrier mix and expected member churn. For Medicare-related, individual and family and ancillary health insurance plans, our services are complete once a submitted application is approved by the relevant health insurance carrier. Accordingly, we recognize commission revenue based upon the total estimated lifetime commissions we expect to receive for selling the plan after the carrier approves an application, net of an estimated constraint. We refer to these estimated and constrained lifetime values as the "constrained LTV" for the plan. We provide annual services in selling and renewing small business health insurance plans; therefore, we recognize small business health insurance plan commission revenue at the time the plan is approved by the carrier, and when it renews each year thereafter, equal to the estimated commissions we expect to collect from the plan over the following 12-months. Our estimate of commission revenue for each product line is based on a number of assumptions, which include, but are not limited to, estimating conversion of an approved member to a paying member, forecasting member churn and forecasting the commission amounts likely to be received per member. These assumptions are based on historical trends and incorporate management’s judgment in interpreting those trends and in applying constraints discussed below. To the extent we make changes to the assumptions, we will recognize any material impact of the changes to commission revenue in the reporting period in which the change is made, including revisions of estimated lifetime commissions either below or in excess of previously estimated constrained LTV recognized as revenue. For Medicare-related, individual and family and ancillary health insurance plans, we apply constraints to determine the amount of commission revenue to recognize per approved member. The constraints are applied to help ensure that the total estimated lifetime commissions expected to be collected for an approved member’s plan are recognized as revenue only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with future commissions receivable from the plan is subsequently resolved. We evaluate the appropriateness of these constraints on at least an annual basis, including assessing factors affecting our estimate of the estimated lifetime value of commissions per approved member based on current trends impacting our business and assessing whether any adjustment to those constraints should be made. We update the assumptions when we observe a sufficient level of evidence that would suggest that the long term expectation of the assumption has changed. For the years ended December 31, 2018, 2017 and 2016, the constraints applied to the total estimated lifetime commissions we expect to receive for selling the plan after the carrier approves an application in order to derive the constrained lifetime value of commissions per approved member are as follows: Year Ended December 31, 2018 2017 2016 Medicare Medicare Advantage 7 % 7 % 7 % Medicare Supplement 5 % 5 % 5 % Medicare Part D 5 % 5 % 5 % Individual and Family Non-Qualified Health Plans 15 % 15 % 15 % Qualified Health Plans 20 % 20 % 20 % Ancillary 10 % 10 % 10 % Small Business — % — % — % See Note 14 - Adoption Impact of New Revenue Standard for discussion of our adoption of ASC 606. Other Revenue— Our sponsorship and advertising program allows carriers to purchase advertising space in specific markets in a sponsorship area on our website. In return, we are typically paid a monthly fee, which is recognized over the period that advertising is displayed, and often a performance fee based on metrics such as submitted health insurance applications, which is recognized when control has been transferred. We also offer Medicare advertising services, which include website development, hosting and maintenance. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue as control is transferred ratably over the service period. Our commercial technology licensing business allows carriers the use of our ecommerce platform to offer their own health insurance policies on their websites and agents to utilize our technology to power their online quoting, content and application submission processes. Typically, we are paid a one-time implementation fee, which we recognize as control is transferred on a straight-line basis over the estimated term of the customer relationship (generally the initial term of the agreement), commencing once the technology is available for use by the third party, and a performance fee based on metrics such as submitted health insurance applications. The metrics used to calculate performance fees for both sponsorship and advertising and technology licensing are based on performance criteria that are either measured based on data tracked by us, or based on data tracked by the third party. In instances where the performance criteria data is tracked by us, we recognize revenue in the period of performance and when all other revenue recognition criteria has been met. In instances where the performance criteria data is tracked by the third party, we recognize revenue as control is transferred at amounts where reversal of such amounts is not likely to occur. Typically, this occurs through our receipt of a cash payment from the third party along with a detailed statement containing the data that is tracked by the third party. Incremental Costs to Obtain a Contract— We reviewed our sales compensation plans, which are directed at converting leads into approved members, and concluded that they are fulfillment costs and not costs to obtain a contract with a health insurance carrier, which we define as our customer. Additionally, we reviewed compensation plans related to personnel responsible for identifying new health insurance carriers and entering into contracts with new health insurance carriers and concluded that no incremental costs are incurred to obtain such contracts. |
Deferred Revenue | Deferred Revenue— Deferred revenue includes deferred technology licensing implementation fees and amounts billed for amounts billed or collected from sponsorship or technology licensing customers in advance of our performing our service for such customers. It also includes the amount by which both unbilled and billed services provided under our technology licensing arrangements exceed the straight-line revenue recognized to date. |
Cost of Revenue | Cost of Revenue— Included in cost of revenue are payments related to health insurance policies sold to members who were referred to our website by marketing partners with whom we have revenue-sharing arrangements. In order to enter into a revenue-sharing arrangement, marketing partners must be licensed to sell health insurance in the state where the policy is sold. Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized. |
Marketing and Advertising Expenses | Marketing and Advertising Expenses— Marketing and advertising expenses consist primarily of member acquisition expenses associated with our direct, marketing partner and online advertising member acquisition channels, in addition to compensation and other expenses related to marketing, business development, partner management, public relations and carrier relations personnel who support our offerings. Advertising costs incurred in the years ended December 31, 2018, 2017 and 2016 totaled $64.4 million , $56.0 million and $64.8 million , respectively. Our direct channel expenses primarily consist of costs for direct mail, email marketing and television and radio advertising. Advertising costs for our direct channel are expensed the first time the related advertising takes place. Our marketing partner channel expenses primarily consist of fees paid to marketing partners with which we have a relationship. Our online advertising channel expenses primarily consist of paid keyword search advertising on search engines and retargeting campaigns. Advertising costs for our marketing partner channel and our online advertising channel are expensed as incurred. |
Research and Development Expenses | Research and Development Expenses— Research and development expenses consist primarily of compensation and related expenses incurred for employees on our engineering and technical teams. |
Deferred Contract Costs | Deferred Contract Costs— Deferred contract costs primarily represent direct costs related to professional services provided in connection with technology licensing arrangements that are accounted for as a single unit of accounting. The direct professional services costs are deferred up until the commencement of revenue recognition of the single unit and then recognized as cost of revenue ratably over the same period as the related revenue. |
Internal-Use Software and Website Development Costs | Internal-Use Software and Website Development Costs— We capitalize costs of materials, consultants and compensation and benefits costs of employees who devote time to the development of internal-use software during the application development stage. Our judgment is required in determining the point at which various projects enter the phases at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally three years . |
Stock-Based Compensation | Stock-Based Compensation— We recognize stock-based compensation expense in the accompanying Consolidated Statements of Comprehensive Income based on the fair value of our stock-based awards over their respective vesting periods, which is generally four years . The estimated grant date fair value of our stock options is determined using the Black-Scholes-Merton pricing model and a single option award approach. The weighted-average expected term for stock options granted is calculated using historical option exercise behavior. The dividend yield is determined by dividing the expected per share dividend during the coming year by the grant date stock price. Through December 31, 2018, we had not declared or paid any cash dividends, and we do not expect to pay any in the foreseeable future. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of our stock options. Expected volatility is determined using a combination of the implied volatility of publicly traded options in our stock and historical volatility of our stock price. The estimated attainment of performance-based awards and related expense is based on the expectations of revenue and earnings target achievement. The estimated fair value of performance awards with market conditions is determined using the Monte-Carlo simulation model. The assumptions used in calculating the fair value of stock-based payment awards and expected attainment of performance-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. We will continue to use judgment in evaluating the expected term and volatility related to our own stock-based awards on a prospective basis, and incorporating these factors into the model. Changes in key assumptions could significantly impact the valuation of such instruments. |
401(k) Plan | 401(k) Plan— In September 1998, our board of directors adopted a defined contribution retirement plan ("401(k) Plan"), which qualifies under Section 401(k) of the Internal Revenue Code of 1986. Participation in the 401(k) Plan is available to substantially all employees in the United States. Employees can contribute up to 25% of their salary, up to the federal maximum allowable limit, on a before-tax basis to the 401(k) Plan. Employee contributions are fully vested when contributed. Our contributions to the 401(k) Plan are discretionary and are expensed when incurred. We also match employee contributions to our 401(k) Plan at 25% of an employee’s contribution each pay period, up to a maximum of 2% of the employee’s salary during such pay period for the year ended December 31, 2018, compared to a maximum of 1% for the years ended December 31, 2017 and 2016. Our matching contributions are expensed as incurred and vest one-third for each of the first three years of the recipient’s service. The recipient is fully vested in all 401(k) Plan matching contributions after three years of service. |
Income Taxes | Income Taxes— We account for income taxes using the liability method. Deferred income taxes are determined based on the differences between the financial reporting and tax bases of assets and liabilities, using enacted statutory tax rates in effect for the year in which the differences are expected to reverse. We utilize a two-step approach for evaluating uncertain tax positions. Step one, Recognition , requires a company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, Measurement , is based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement. We record interest and penalties related to uncertain tax positions as income tax expense in the consolidated financial statements. |
Seasonality | Seasonality— A greater number of our Medicare-related health insurance plans are sold in our fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. As a result, our Medicare plan-related commission revenue is highest in our fourth quarter. The majority of our individual and family health insurance plans are sold in the fourth quarter during the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Depreciation and amortization is computed using the straight-line method based on estimated useful lives as follows: Computer equipment and software 3 to 5 years Office equipment and furniture 5 years Leasehold improvements Lesser of useful life (typically 5 to 10 years) or related lease term |
Disaggregation of Revenue | The table below depicts the disaggregation of revenue by product for the years ended December 31, 2018, 2017 and 2016, and is consistent with how we evaluate our financial performance (in thousands): Year Ended December 31, 2018 2017 (1) 2016 (1) Medicare Medicare Advantage $ 143,445 $ 107,567 $ 95,736 Medicare Supplement 31,166 15,436 11,561 Medicare Part D 14,609 11,085 8,800 Total Medicare 189,220 134,088 116,097 Individual and Family Non-Qualified Health Plans 6,470 10,024 18,852 Qualified Health Plans 5,789 7,055 14,365 Total Individual and Family 12,259 17,079 33,217 Ancillary Short-term 5,583 5,503 7,276 Dental 2,717 5,062 6,968 Vision 1,467 1,607 2,013 Other 4,941 3,877 2,189 Total Ancillary 14,708 16,049 18,446 Small Business 8,595 7,501 6,133 Commission Bonus 2,429 2,166 3,341 Total Commission Revenue 227,211 176,883 177,234 Other Revenue 24,184 13,823 16,090 Total Revenue $ 251,395 $ 190,706 $ 193,324 For the years ended December 31, 2018, 2017 and 2016, the constraints applied to the total estimated lifetime commissions we expect to receive for selling the plan after the carrier approves an application in order to derive the constrained lifetime value of commissions per approved member are as follows: Year Ended December 31, 2018 2017 2016 Medicare Medicare Advantage 7 % 7 % 7 % Medicare Supplement 5 % 5 % 5 % Medicare Part D 5 % 5 % 5 % Individual and Family Non-Qualified Health Plans 15 % 15 % 15 % Qualified Health Plans 20 % 20 % 20 % Ancillary 10 % 10 % 10 % Small Business — % — % — % |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The major classes of assets and liabilities to which we have allocated the acquisition consideration were as follows (in thousands): Acquisition Consideration Cash paid $ 15,000 Fair value of equity awards issued to GoMedigap members (1) 5,595 Estimated fair value of earnout liability 27,700 $ 48,295 Allocation Cash and cash equivalents $ 71 Commission receivable - current 4,371 Prepaid expenses and other current assets 11 Commission receivable - non-current 11,103 Property and equipment, net 174 Accounts payable (110 ) Accrued compensation and benefits (132 ) Other current liabilities (130 ) Net tangible assets acquired 15,358 Intangible assets 6,800 Goodwill 26,137 Total intangible assets acquired 32,937 Total net assets acquired $ 48,295 (1) The fair value of equity awards issued was determined based on the January 22, 2018 closing price of our common stock of $18.99 per share. |
Acquisition Fair Value Measurements | Assets acquired and liabilities assumed measured and reported at fair value are classified in one of the following categories based on inputs: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability. |
Schedule of Acquired Indefinite-lived Intangible Assets by Major Class | Following are the details of the acquisition consideration allocated to the intangible assets acquired (in thousands): Technology $ 2,000 Trade names, trademarks and website addresses 4,800 Total intangible assets $ 6,800 |
Balance Sheet Accounts (Tables)
Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule Of Cash And Cash Equivalents | As of December 31, 2018 and 2017, our cash and cash equivalent balances were invested as follows (in thousands): December 31, 2018 December 31, 2017 Cash $ 12,766 $ 5,098 Money market funds 323 35,195 Total cash and cash equivalents $ 13,089 $ 40,293 |
Schedule Of Accounts Receivable | As of December 31, 2018 and 2017, our total accounts receivable consisted of the following (in thousands): December 31, 2018 December 31, 2017 Commissions receivable - current $ 134,190 $ 109,666 Commissions receivable - non-current 211,668 169,751 Accounts receivable 3,601 1,475 Total accounts receivable $ 349,459 $ 280,892 |
Schedule Of Prepaid Expenses And Other Current Assets | As of December 31, 2018 and 2017, prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2018 December 31, 2017 Prepaid maintenance contracts $ 1,937 $ 1,944 Equity issuance costs 294 — Prepaid insurance 161 490 Prepaid rent 324 311 Income tax receivable 1,108 195 Other current assets 1,464 1,365 Prepaid expenses and other current assets $ 5,288 $ 4,305 |
Schedule Of Property And Equipment | As of December 31, 2018 and 2017, property and equipment consisted of the following (in thousands): December 31, 2018 December 31, 2017 Computer equipment and software $ 17,246 $ 17,112 Office equipment and furniture 3,319 3,583 Leasehold improvements 6,345 3,156 Property and equipment, gross 26,910 23,851 Less accumulated depreciation and amortization (19,226 ) (19,146 ) Property and equipment, net $ 7,684 $ 4,705 |
Schedule Of Other Assets | As of December 31, 2018 and 2017, other assets consisted of the following (in thousands): December 31, 2018 December 31, 2017 Capitalized software project costs $ 8,308 $ 4,481 Security deposits 483 545 Debt issuance costs - non-current 1,099 — Deferred tax assets 232 232 Income tax receivable 913 1,826 Other assets 241 203 Other assets $ 11,276 $ 7,287 |
Schedule Of Intangible Assets | The carrying amounts, accumulated amortization, net carrying value and weighted average remaining life of our definite-lived amortizable intangible assets, as well as our indefinite-lived intangible trademarks, are presented in the tables below (dollars in thousands, weighted-average useful life is as of December 31, 2018): December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-average remaining useful life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Technology $ 2,000 $ (611 ) $ 1,389 2.1 $ 1,700 $ (1,700 ) $ — Pharmacy and customer relationships 9,500 (8,234 ) 1,266 1.3 10,100 (7,884 ) 2,216 Trade names, trademarks and website addresses 5,700 (1,220 ) 4,480 8.9 907 (697 ) 210 Total intangible assets subject to amortization $ 17,200 $ (10,065 ) 7,135 $ 12,707 $ (10,281 ) $ 2,426 Indefinite-lived trademarks and domain names 5,114 Indefinite 5,114 Intangible assets $ 12,249 $ 7,540 |
Schedule Of Intangible Assets Future Amortization Expense | As of December 31, 2018, expected amortization expense in future periods is as follows (in thousands): Years Ending December 31, Technology Pharmacy and Customer Relationships Trade Names, Trademarks and Website Addresses Total 2019 $ 667 $ 950 $ 570 $ 2,187 2020 667 316 510 1,493 2021 55 — 480 535 2022 — — 480 480 2023 — — 480 480 Thereafter — — 1,960 1,960 Total $ 1,389 $ 1,266 $ 4,480 $ 7,135 |
Schedule Of Other Current Liabilities | As of December 31, 2018 and 2017, other current liabilities consisted of the following (in thousands): December 31, 2018 December 31, 2017 Deferred revenue $ 876 $ 385 Taxes payable 224 169 Professional fees 537 1,012 Payable to carriers 418 — Other accrued expenses 370 442 Total other current liabilities $ 2,425 $ 2,008 |
Schedule Of Non-Current Liabilities | As of December 31, 2018 and 2017, non-current liabilities consisted of the following (in thousands): December 31, 2018 December 31, 2017 Deferred rent – non-current $ 1,081 $ 724 Accrued affiliate commissions - non-current 1,268 1,092 Sublease security deposit 820 — Other non-current liabilities 170 104 Total non-current liabilities $ 3,339 $ 1,920 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Classifications of Fair Value Hierarchy | 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 | The following table is a summary of financial assets measured at fair value on a recurring basis and their classification within the fair value hierarchy (in thousands). December 31, 2018 December 31, 2017 Carrying Value Level 1 Level 3 Total Carrying Value Level 1 Total Assets Money market funds $ 323 $ 323 $ — $ 323 $ 35,195 $ 35,195 $ 35,195 Total assets measured and recorded at fair value $ 323 $ 323 $ — $ 323 $ 35,195 $ 35,195 $ 35,195 Liability Earnout liability - current $ 20,730 $ — $ 20,730 $ 20,730 $ — $ — $ — Earnout liability - non-current 19,270 — $ 19,270 $ 19,270 — — — Total liabilities measured and recorded at fair value $ 40,000 $ — $ 40,000 $ 40,000 $ — $ — $ — |
Schedule of Earnout Liability Activity | Earnout liability activity during the year ended December 31, 2018 was as follows (in thousands): Balance at December 31, 2017 $ — Recognition of earnout liability upon acquisition of GoMedigap on January 22, 2018 27,700 Change in fair value 12,300 Balance at December 31, 2018 $ 40,000 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Common Stock Shares Reserved For Future Issuance | We generally issue previously unissued common stock upon the exercise of stock options, the vesting of restricted stock units and upon granting of restricted common stock awards; however we may reissue previously acquired treasury shares to satisfy these future issuances. Shares of authorized but unissued common stock reserved for future issuance were as follows (in thousands): December 31, 2018 Common stock: Stock options issued and outstanding 1,005 Restricted stock units issued and outstanding 1,869 Shares available for grant 512 Total shares reserved 3,386 |
Schedule Of Stock Option Share Activity Under Stock Plans | The following table summarizes activity under our 2014 Equity Incentive Plan (the “2014 Plan”) for the year ended December 31, 2018 (in thousands): Shares Available for Grant (1) Shares available for grant December 31, 2017 (1) 1,409 Restricted stock units granted ( 2) (827 ) Options granted (3) (317 ) Restricted stock units cancelled (4) 198 Options cancelled 49 Shares available for grant December 31, 2018 (1) 512 (1) Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. (2) Includes grants of restricted stock units with service, performance-based or market-based vesting criteria. (3) Includes grants of stock options with service, performance-based or market-based vesting criteria. (4) Includes cancelled restricted stock units with service, performance-based or market-based vesting criteria. |
Schedule Of Activity Under Stock Plans | The following table summarizes stock option activity under the Stock Plans (in thousands, except weighted-average exercise price and weighted-average remaining contractual life data): Number of Stock Options (1) Weighted Average Exercise Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (2) Balance outstanding at December 31, 2017 983 $ 17.38 4.6 $ 2,522 Granted 317 $ 23.42 Exercised (165 ) $ 16.69 Cancelled (130 ) $ 24.37 Balance outstanding at December 31, 2018 1,005 $ 18.34 5.0 $ 20,226 Vested and expected to vest at December 31, 2018 953 $ 18.13 4.9 $ 19,390 Exercisable at December 31, 2018 451 $ 16.40 3.9 $ 9,987 (1) Includes certain stock options with service, performance-based or market-based vesting criteria. (2) The aggregate intrinsic value is calculated as the product between eHealth’s closing stock price as of December 31, 2018 and December 31, 2017 at the exercise price of in-the-money options as of those dates. The following table provides information pertaining to our stock options for the years ended December 31, 2018, 2017 and 2016 (in thousands, except weighted-average fair values): Year Ended December 31, 2018 2017 2016 Weighted average fair value of options granted $ 12.78 $ 9.03 $ 4.46 Total fair value of options vested $ 2,263 $ 799 $ 1,243 Intrinsic value of options exercised $ 1,461 $ 430 $ 4 |
Schedule Of Restricted Stock Unit Activity Under Stock Plans | The following table summarizes restricted stock unit activity under the Stock Plans (in thousands, except weighted-average grant date fair value and weighted-average remaining contractual life data): Number of Restricted Stock Units 1 Weighted-Average Grant Date Fair Value Weighted-Average Remaining Service Period Aggregate Intrinsic Value (2) Unvested as of December 31, 2017 1,745 $ 14.24 2.3 $ 30,313 Granted 846 $ 21.14 Vested (524 ) $ 14.26 Cancelled (198 ) $ 16.08 Unvested as of December 31, 2018 1,869 $ 16.95 4.8 $ 71,816 (1) Includes certain restricted stock units with service, performance-based or market-based vesting criteria. (2) The aggregate intrinsic value is calculated as the difference of our closing stock price as of December 31, 2018 and December 31, 2017 multiplied by the number of restricted stock units outstanding as of December 31, 2018 and December 31, 2017, respectively. |
Schedule Of Fair Value Of Stock Options Granted, Valuation Assumptions | Stock-Based Compensation Expense— The fair value of stock options granted to employees for the years ended December 31, 2018, 2017 and 2016 was estimated using the following weighted average assumptions: Year Ended December 31, 2018 2017 2016 Expected term 4.3 4.3 4.4 Expected volatility 68.3% 69.8% 65.4% Expected dividend yield —% —% —% Risk-free interest rate 2.7% 1.8% 1.1% The weighted-average fair value of the market-based options and restricted stock units was determined using the Monte Carlo simulation model using the following weighted average assumptions: Year Ended December 31, 2018 2017 2016 Expected term 1.6 1.6 2.1 Expected volatility 69.8% 70.9% 67.9% Expected dividend yield —% —% —% Risk-free interest rate 2.5% 1.7% 1.1% Weighted-average grant date fair value $13.48 $9.42 $9.64 |
Schedule Of Stock-Based Compensation Expense By Award Type | The following table summarizes stock-based compensation expense recorded during the years ended December 31, 2018, 2017 and 2016 (in thousands): Year Ended December 31, 2018 2017 2016 Common stock options $ 1,991 $ 1,863 $ 1,015 Restricted stock units 10,549 7,831 6,251 Total stock-based compensation expense $ 12,540 $ 9,694 $ 7,266 |
Schedule Of Stock-Based Compensation Expense By Operating Function | The following table summarizes stock-based compensation expense by operating function for the years ended December 31, 2018, 2017 and 2016 (in thousands): Year Ended December 31, 2018 2017 2016 Marketing and advertising $ 1,974 $ 1,033 $ 1,237 Customer care and enrollment 816 418 497 Technology and content 1,675 1,410 1,836 General and administrative 7,824 6,833 3,696 Restructuring charge 251 — — Total stock-based compensation expense $ 12,540 $ 9,694 $ 7,266 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Before Income Tax, Domestic And Foreign | The components of our income (loss) before provision (benefit) for income taxes were as follows (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 2,458 $ (9,242 ) $ 3,087 Foreign 848 972 885 Income (loss) before provision (benefit) for income taxes $ 3,306 $ (8,270 ) $ 3,972 |
Schedule Of Components Of Income Tax Expense | The federal and state income tax provision (benefit) is summarized as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ 5 $ (275 ) $ (948 ) State 48 (1,433 ) (214 ) Foreign 213 179 178 Total current 266 (1,529 ) (984 ) Deferred: Federal 165 (28,161 ) 4,306 State 2,648 (3,992 ) 361 Foreign (14 ) (14 ) (15 ) Total deferred 2,799 (32,167 ) 4,652 Provision (benefit) for income taxes $ 3,065 $ (33,696 ) $ 3,668 |
Schedule Of Effective Income Tax Rate Reconciliation | The effective tax rate of our provision (benefit) for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2018 2017 2016 Statutory rate 21.0 % 35.0 % 35.0 % State income taxes, net of federal benefit (7.2 ) 31.7 14.1 Non-qualified stock option shortfalls (windfalls), net (29.4 ) 1.9 23.0 Stock-based compensation 21.6 (9.7 ) 18.3 Lobbying 15.2 (9.1 ) 8.9 Research and development credits (17.1 ) (1.5 ) (20.4 ) Changes in valuation allowance 72.8 Tax reform - tax rate change — 355.9 — Foreign income tax and income inclusion 6.8 2.7 10.9 Non-deductible parking expense 3.1 — — Other permanent differences 5.9 0.7 2.4 Effective tax rate 92.7 % 407.6 % 92.2 % |
Schedule Of Deferred Tax Assets And Liabilities | The tax effects of significant items comprising our deferred taxes as of December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 December 31, 2017 Deferred tax assets: Accruals and reserves $ 6,349 $ 2,499 Stock-based compensation 2,388 2,443 Intangible assets 61 448 Net operating losses 22,181 12,055 Tax credits 4,508 3,569 Other 250 178 Total deferred tax assets 35,737 21,192 Valuation allowance (2,407 ) — Total deferred tax assets net of valuation allowance 33,330 21,192 Deferred tax liabilities: Intangible assets (710 ) (1,083 ) Commissions receivable (80,289 ) (64,911 ) Fixed assets — (55 ) Total deferred tax liabilities $ (80,999 ) $ (66,049 ) Net deferred tax liabilities $ (47,669 ) $ (44,857 ) |
Schedule Of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of our unrecognized tax benefits is as follows (in thousands): Unrecognized Tax Benefits Balance at December 31, 2015 $ 6,184 Lapse of statute of limitations (1,236 ) Additions based on tax positions related to the current year 305 Balance at December 31, 2016 5,253 Decrease based on tax positions related to the prior year (862 ) Lapse of statute of limitations (1,637 ) Additions based on tax positions related to the current year 342 Balance at December 31, 2017 3,096 Increase based on tax positions related to the prior year 579 Lapse of statute of limitations (5 ) Additions based on tax positions related to the current year 70 Balance at December 31, 2018 $ 3,740 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule Of Computation Of Basic And Diluted Net Income Per Share | The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts): Year Ended December 31, 2018 2017 2016 Basic: Numerator: Net income $ 241 $ 25,426 $ 304 Denominator: Net weighted-average number of common stock shares outstanding 19,294 18,512 18,272 Net income per share—basic: $ 0.01 $ 1.37 $ 0.02 Diluted: Numerator: Net income $ 241 $ 25,426 $ 304 Denominator: Net weighted average number of common stock shares outstanding 19,294 18,512 18,272 Dilutive effect of common stock 1,115 535 42 Total common stock shares used in per share calculation 20,409 19,047 18,314 Net income per share—diluted $ 0.01 $ 1.33 $ 0.02 |
Schedule Of Anti-dilutive Shares Excluded From Computation Of Net Income Per Share | The number of outstanding anti-dilutive shares that were excluded from the computation of diluted net income per share consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Common stock options 291 908 1,222 Restricted stock units 13 1,296 768 Total 304 2,204 1,990 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Future Minimum Rental Payments For Operating Leases | The following table presents a summary of our future minimum payments under non-cancellable operating lease agreements and contractual service and licensing obligations as of December 31, 2018 (in thousands): For the Years Ending December 31, Operating Lease Obligations Service and Licensing Obligations Total Obligations 2019 4,804 3,844 8,648 2020 5,209 2,222 7,431 2021 3,766 568 4,334 2022 3,878 18 3,896 2023 3,100 — 3,100 Thereafter 10,863 — 10,863 Total $ 31,620 $ 6,652 $ 38,272 |
Operating Segments, Geographi_2
Operating Segments, Geographic Information and Significant Customers (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents summary results of our operating segments for the years ended December 31, 2018, 2017 and 2016 (in thousands): Year Ended December 31, 2018 2017 2016 Revenue Medicare $ 210,570 $ 142,448 $ 122,156 Individual, Family and Small Business 40,825 48,258 71,168 Total revenue $ 251,395 $ 190,706 $ 193,324 Segment profit Medicare segment profit $ 60,844 $ 22,137 $ 10,394 Individual, Family and Small Business segment profit 5,803 9,573 33,050 Total segment profit 66,647 31,710 43,444 Corporate (32,996 ) (26,970 ) (29,073 ) Stock-based compensation expense (12,289 ) (9,694 ) (7,266 ) Depreciation and amortization (2,479 ) (2,837 ) (3,539 ) Change in fair value of earnout liability (12,300 ) — — Restructuring (charge) benefit (1,865 ) — 297 Acquisition costs (76 ) (621 ) — Amortization of intangible assets (2,091 ) (1,040 ) (1,040 ) Other income (expense), net 755 1,182 $ 1,149 Income (loss) before provision (benefit) for income taxes $ 3,306 $ (8,270 ) $ 3,972 |
Schedule Of Long Lived Assets By Geographical Areas | Long-lived assets by geographical area as of December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 December 31, 2017 United States $ 70,710 $ 32,876 China 499 550 Total $ 71,209 $ 33,426 |
Schedule Of Revenue By Major Customers | Carriers representing 10% or more of our total revenue for the years ended December 31, 2018, 2017 and 2016 are presented in the table below: Year Ended December 31, 2018 2017 2016 Humana 22 % 20 % 22 % UnitedHealthcare 1 19 % 23 % 19 % Aetna 2 14 % 10 % 11 % (1) UnitedHealthcare also includes other carriers owned by UnitedHealthcare. (2) Aetna includes other carriers owned by Aetna. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table summarizes the total cash and non-cash restructuring charges recognized during the year ended December 31, 2018 (in thousands): Employee termination costs $ 1,605 Non-cash employee termination costs - stock-based compensation 251 Other restructuring related costs 9 Total restructuring charges $ 1,865 |
Schedule of Restructuring Reserve | The following table summarizes the accrued restructuring charges activity during the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Beginning balance Charges Payments Ending balance Employee termination costs $ — $ 1,605 $ (1,605 ) $ — Accrued restructuring charges - current $ — $ 1,605 $ (1,605 ) $ — |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule Of Quarterly Financial Information (Unaudited) | Selected summarized quarterly financial information for 2018 and 2017 is as follows (in thousands, except per share amounts): For the Year Ended December 31, 2018 First Second Quarter Third Quarter Fourth Quarter Year Revenue $ 43,070 $ 32,657 $ 40,751 $ 134,917 $ 251,395 Income (loss) from operations (6,720 ) (16,920 ) (15,454 ) 41,645 2,551 Net income (loss) (4,845 ) (12,014 ) (8,972 ) 26,072 241 Net income (loss) per share: Basic (2) $ (0.26 ) $ (0.63 ) $ (0.47 ) $ 1.32 $ 0.01 Diluted (2) $ (0.26 ) $ (0.63 ) $ (0.47 ) $ 1.25 $ 0.01 For the Year Ended December 31, 2017 First (1) Second Quarter (1) Third Quarter (1) Fourth Quarter (1) Year (1) Revenue $ 41,556 $ 34,566 $ 31,466 $ 83,118 $ 190,706 Income (loss) from operations (4,113 ) (10,468 ) (15,673 ) 20,802 (9,452 ) Net income (loss) 1,080 (1,506 ) (2,176 ) 28,028 25,426 Net income (loss) per share: Basic (2) $ 0.06 $ (0.08 ) $ (0.12 ) $ 1.50 $ 1.37 Diluted (2) $ 0.06 $ (0.08 ) $ (0.12 ) $ 1.47 $ 1.33 (1) As adjusted for the adoption of ASC 606 using the full retrospective method (2) Computed using weighted-average share amounts outstanding for the respective periods presented |
Adoption Impact of New Revenu_2
Adoption Impact of New Revenue Standard (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of New Revenue Standard | The following tables present the impact of the adoption of ASC 606 on our previously reported historical results for the periods presented (in thousands): 2017 Balance Sheet Impact December 31, 2017 As ASC 606 Adoption Adjustment As Assets Current assets: Cash and cash equivalents $ 40,293 $ — $ 40,293 Accounts receivable 9,894 (8,419 ) 1,475 Commissions receivable - current — 109,666 109,666 Prepaid expenses and other current assets 4,845 (540 ) 4,305 Total current assets 55,032 100,707 155,739 Commissions receivable - non-current — 169,751 169,751 Property and equipment, net 4,705 — 4,705 Other assets 7,317 (30 ) 7,287 Intangible assets, net 7,540 — 7,540 Goodwill 14,096 — 14,096 Total assets $ 88,690 $ 270,428 $ 359,118 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 3,246 $ — $ 3,246 Accrued compensation and benefits 15,498 — 15,498 Accrued marketing expenses 4,088 605 4,693 Other current liabilities 3,815 (1,807 ) 2,008 Total current liabilities 26,647 (1,202 ) 25,445 Deferred income taxes - non-current — 45,089 45,089 Other non-current liabilities 900 1,020 1,920 Stockholders' equity: Common stock 30 — 30 Additional paid-in-capital 281,706 — 281,706 Treasury stock, at cost (199,998 ) — (199,998 ) Retained earnings (20,796 ) 225,520 204,724 Accumulated other comprehensive income 201 1 202 Total stockholders' equity 61,143 225,521 286,664 Total liabilities and stockholders' equity $ 88,690 $ 270,428 $ 359,118 2017 Income Statement Impact Year Ended December 31, 2017 Statement of Operations As ASC 606 Adoption Adjustment As Revenue: Commission $ 158,424 $ 18,459 $ 176,883 Other 13,931 (108 ) 13,823 Total revenue 172,355 18,351 190,706 Operating costs and expenses: Cost of revenue 2,273 (1,691 ) 582 Marketing and advertising 65,874 — 65,874 Customer care and enrollment 59,183 — 59,183 Technology and content 32,889 — 32,889 General and administrative 39,969 — 39,969 Acquisition costs 621 — 621 Amortization of intangible assets 1,040 — 1,040 Total operating costs and expenses 201,849 (1,691 ) 200,158 Income (loss) from operations (29,494 ) 20,042 (9,452 ) Other income, net 327 855 1,182 Income (loss) before income taxes (29,167 ) 20,897 (8,270 ) Benefit from income taxes (3,755 ) (29,941 ) (33,696 ) Net income (loss) $ (25,412 ) $ 50,838 $ 25,426 Net income (loss) per basic share $ (1.37 ) $ 2.74 $ 1.37 Net income (loss) per diluted share $ (1.37 ) $ 2.70 $ 1.33 2016 Income Statement Impact Year Ended December 31, 2016 Statement of Operations As ASC 606 Adoption Adjustment As Revenue: Commission $ 170,850 $ 6,384 $ 177,234 Other 16,110 (20 ) 16,090 Total revenue 186,960 6,364 193,324 Operating costs and expenses: Cost of revenue 3,176 (2,314 ) 862 Marketing and advertising 72,213 — 72,213 Customer care and enrollment 48,718 — 48,718 Technology and content 32,749 — 32,749 General and administrative 35,216 — 35,216 Restructuring charges (benefit) (297 ) — (297 ) Amortization of intangible assets 1,040 — 1,040 Total operating costs and expenses 192,815 (2,314 ) 190,501 Income (loss) from operations (5,855 ) 8,678 2,823 Other income, net 102 1,047 1,149 Income (loss) before income taxes (5,753 ) 9,725 3,972 Provision (benefit) for income taxes (871 ) 4,539 3,668 Net income (loss) $ (4,882 ) $ 5,186 $ 304 Net income (loss) per basic share $ (0.27 ) $ 0.29 $ 0.02 Net income (loss) per diluted share $ (0.27 ) $ 0.29 $ 0.02 2017 Operating Segment Impact Year Ended December 31, 2017 As ASC 606 Adoption Adjustment As Revenue Medicare segment revenue $ 102,584 $ 39,864 $ 142,448 Individual, Family and Small Business segment revenue 69,771 (21,513 ) 48,258 Total revenue $ 172,355 $ 18,351 $ 190,706 Segment profit (loss) Medicare segment profit (loss) $ (18,760 ) $ 40,897 $ 22,137 Individual, Family and Small Business segment profit 30,427 (20,854 ) 9,573 Total segment profit 11,667 20,043 31,710 Corporate (26,969 ) (1 ) (26,970 ) Stock-based compensation expense (9,694 ) — (9,694 ) Depreciation and amortization (2,837 ) — (2,837 ) Acquisition costs (621 ) (621 ) Amortization of intangible assets (1,040 ) — (1,040 ) Other income, net 327 855 1,182 Income (loss) before provision (benefit) for income taxes $ (29,167 ) $ 20,897 $ (8,270 ) 2016 Operating Segment Impact Year Ended December 31, 2016 As ASC 606 Adoption Adjustment As Revenue Medicare segment revenue $ 80,269 $ 41,887 $ 122,156 Individual, Family and Small Business segment revenue 106,691 (35,523 ) 71,168 Total revenue $ 186,960 $ 6,364 $ 193,324 Segment profit (loss) Medicare segment profit (loss) $ (33,141 ) $ 43,535 $ 10,394 Individual, Family and Small Business segment profit 67,905 (34,855 ) 33,050 Total segment profit 34,764 8,680 43,444 Corporate (29,071 ) (2 ) (29,073 ) Stock-based compensation expense (7,266 ) — (7,266 ) Depreciation and amortization (3,539 ) — (3,539 ) Restructuring (charge) benefit 297 — 297 Amortization of intangible assets (1,040 ) — (1,040 ) Other income, net 102 1,047 1,149 Income (loss) before provision (benefit) for income taxes $ (5,753 ) $ 9,725 $ 3,972 2017 Cash Flow Impact - Operating Activities Year Ended December 31, 2017 As Reported ASC 606 Adoption Adjustment As Adjusted Operating activities Net income (loss) $ (25,412 ) $ 50,838 $ 25,426 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 2,837 — 2,837 Amortization of internally developed software 1,464 — 1,464 Amortization of book-of-business consideration 1,167 (1,167 ) — Amortization of intangible assets 1,040 — 1,040 Stock-based compensation expense 9,694 — 9,694 Deferred income taxes (401 ) (29,940 ) (30,341 ) Other non-cash items (101 ) — (101 ) Changes in operating assets and liabilities: Accounts receivable (681 ) 1,154 473 Commissions receivable — (21,640 ) (21,640 ) Prepaid expenses and other assets (1,933 ) — (1,933 ) Accounts payable (1,866 ) — (1,866 ) Accrued compensation and benefits 4,578 — 4,578 Accrued marketing expenses (3,070 ) (295 ) (3,365 ) Deferred revenue (574 ) 108 (466 ) Accrued restructuring charges — — — Other current liabilities (2,283 ) 942 (1,341 ) Net cash used in operating activities $ (15,541 ) $ — $ (15,541 ) 2016 Cash Flow Impact - Operating Activities Year Ended December 31, 2016 As Reported ASC 606 Adoption Adjustment As Adjusted Operating activities Net income (loss) $ (4,882 ) $ 5,186 $ 304 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,539 — 3,539 Amortization of internally developed software 936 — 936 Amortization of book-of-business consideration 1,649 (1,649 ) — Amortization of intangible assets 1,040 — 1,040 Stock-based compensation expense 7,266 — 7,266 Deferred income taxes 114 4,538 4,652 Other non-cash items (233 ) 90 (143 ) Changes in operating assets and liabilities: Accounts receivable 434 1,129 1,563 Commissions receivable — (8,032 ) (8,032 ) Prepaid expenses and other assets (486 ) — (486 ) Accounts payable 2,227 — 2,227 Accrued compensation and benefits (3,466 ) — (3,466 ) Accrued marketing expenses (3,540 ) (366 ) (3,906 ) Deferred revenue 567 20 587 Accrued restructuring charges (433 ) — (433 ) Other current liabilities (649 ) (916 ) (1,565 ) Net cash provided by operating activities $ 4,083 $ — $ 4,083 |
Summary of Business and Signi_4
Summary of Business and Significant Accounting Policies (Narrative) (Details) | 12 Months Ended | 20 Months Ended | ||||||
Dec. 31, 2018USD ($)segmentstate | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)segment | Jun. 30, 2012USD ($) | Mar. 11, 2019USD ($) | Mar. 08, 2019USD ($) | |||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Number of states in which the Company is licensed to market and sell health insurance | state | 50 | |||||||
Number of operating segments | segment | 2 | 2 | ||||||
Prior period reclassification adjustment | $ 800,000 | |||||||
Goodwill | $ 40,233,000 | $ 14,096,000 | [1] | |||||
Goodwill impairment | 0 | 0 | 0 | |||||
Book-of-business transfers acquired | $ 13,900,000 | |||||||
Book-of-business margin earned | 800,000 | 900,000 | 1,000,000 | |||||
Advertising expense | 64,400,000 | 56,000,000 | 64,800,000 | |||||
Research and development expense | 6,900,000 | 7,600,000 | 8,900,000 | |||||
Capitalized internal-use software and website development costs | 6,300,000 | 3,200,000 | 1,800,000 | |||||
Amortization of internally developed software | $ 2,201,000 | $ 1,464,000 | [2] | $ 936,000 | [2] | |||
Vesting term for awards | 4 years | |||||||
Maximum annual contributions per employee, percentage | 25.00% | |||||||
Matching contribution, percent of match | 25.00% | |||||||
Maximum matching contribution percentage | 2.00% | 1.00% | 1.00% | |||||
Matching contributions, vesting period | 3 years | |||||||
Contribution amount | $ 1,000,000 | $ 400,000 | $ 300,000 | |||||
Medicare Segment | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Goodwill | 3,700,000 | |||||||
Individual, Family and Small Business | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Goodwill | $ 10,400,000 | |||||||
Internal-Use Software and Website Development Costs | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Useful life | 3 years | |||||||
Subsequent Event | Minimum | Accounting Standards Update 2016-02 | Scenario, Forecast | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Right-of-use asset | $ 23,000,000 | |||||||
Lease liability | $ 23,000,000 | |||||||
Subsequent Event | Maximum | Accounting Standards Update 2016-02 | Scenario, Forecast | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Right-of-use asset | $ 26,000,000 | |||||||
Lease liability | $ 26,000,000 | |||||||
Period One | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Annual vesting percentage | 33.00% | |||||||
Period Two | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Annual vesting percentage | 33.00% | |||||||
Period Three | ||||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||||
Annual vesting percentage | 33.00% | |||||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||
[2] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Summary of Business and Signi_5
Summary of Business and Significant Accounting Policies (Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Office equipment and furniture | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Summary of Business and Signi_6
Summary of Business and Significant Accounting Policies (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | [3] | Jun. 30, 2017 | [3] | Mar. 31, 2017 | [3] | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Commission | $ 227,211 | $ 176,883 | [1],[2] | $ 177,234 | [1],[2] | ||||||||||||
Other | 24,184 | 13,823 | [1],[2] | 16,090 | [1],[2] | ||||||||||||
Revenue | $ 134,917 | $ 40,751 | $ 32,657 | $ 43,070 | $ 83,118 | [3] | $ 31,466 | $ 34,566 | $ 41,556 | 251,395 | 190,706 | [1],[2],[3] | 193,324 | [1],[2] | |||
Medicare | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Commission | 189,220 | 134,088 | [1] | 116,097 | [1] | ||||||||||||
Individual and Family | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Commission | $ 12,259 | $ 17,079 | [1] | $ 33,217 | [1] | ||||||||||||
Ancillary | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
LTV commission percent | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||
Commission | $ 14,708 | $ 16,049 | [1] | $ 18,446 | [1] | ||||||||||||
Small Business | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
LTV commission percent | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||
Commission | $ 8,595 | $ 7,501 | [1] | $ 6,133 | [1] | ||||||||||||
Commission Bonus | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Commission | $ 2,429 | $ 2,166 | [1] | $ 3,341 | [1] | ||||||||||||
Medicare Advantage | Medicare | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
LTV commission percent | 7.00% | 7.00% | 7.00% | 7.00% | 7.00% | ||||||||||||
Commission | $ 143,445 | $ 107,567 | [1] | $ 95,736 | [1] | ||||||||||||
Medicare Supplement | Medicare | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
LTV commission percent | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||||||
Commission | $ 31,166 | $ 15,436 | [1] | $ 11,561 | [1] | ||||||||||||
Medicare Part D | Medicare | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
LTV commission percent | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||||||
Commission | $ 14,609 | $ 11,085 | [1] | $ 8,800 | [1] | ||||||||||||
Non-Qualified Health Plans | Individual and Family | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
LTV commission percent | 15.00% | 15.00% | 15.00% | 15.00% | 15.00% | ||||||||||||
Commission | $ 6,470 | $ 10,024 | [1] | $ 18,852 | [1] | ||||||||||||
Qualified Health Plans | Individual and Family | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
LTV commission percent | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||||||
Commission | $ 5,789 | $ 7,055 | [1] | $ 14,365 | [1] | ||||||||||||
Short-term | Ancillary | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Commission | 5,583 | 5,503 | [1] | 7,276 | [1] | ||||||||||||
Dental | Ancillary | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Commission | 2,717 | 5,062 | [1] | 6,968 | [1] | ||||||||||||
Vision | Ancillary | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Commission | 1,467 | 1,607 | [1] | 2,013 | [1] | ||||||||||||
Other | Ancillary | |||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||
Commission | $ 4,941 | $ 3,877 | [1] | $ 2,189 | [1] | ||||||||||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method | ||||||||||||||||
[2] | As adjusted for the adoption of ASC 606 using the full retrospective method. | ||||||||||||||||
[3] | As adjusted for the adoption of ASC 606 using the full retrospective method |
Acquisition - Narrative (Detai
Acquisition - Narrative (Details) - USD ($) $ in Thousands | Jan. 22, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | [1] | Dec. 31, 2016 | [1] |
Business Acquisition [Line Items] | |||||||
Change in fair value of earnout liability | $ 12,300 | $ 0 | [2] | $ 0 | [2] | ||
Acquisition costs | 76 | $ 621 | $ 0 | ||||
GoMedigap | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid | $ 15,000 | ||||||
Cash and cash equivalents | $ 71 | ||||||
Shares acquired (in shares) | 294,637 | ||||||
Earnout consideration | $ 20,000 | ||||||
Earnout consideration (in shares) | 589,275 | ||||||
Goodwill deductible period | 15 years | ||||||
Revenue since acquisition | $ 15,200 | ||||||
Minimum | Trade names, trademarks and website addresses | GoMedigap | |||||||
Business Acquisition [Line Items] | |||||||
Weighted-average remaining useful life | 3 years | ||||||
Maximum | Trade names, trademarks and website addresses | GoMedigap | |||||||
Business Acquisition [Line Items] | |||||||
Weighted-average remaining useful life | 10 years | ||||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. | ||||||
[2] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Acquisition - Purchase Price A
Acquisition - Purchase Price Allocation (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 22, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | [1] | |
Allocation | |||||
Goodwill | $ 40,233 | $ 14,096 | |||
Share price (usd per share) | $ 18.99 | ||||
GoMedigap | |||||
Acquisition Consideration | |||||
Cash paid | $ 15,000 | ||||
Fair value of equity awards issued to GoMedigap members | [2] | 5,595 | |||
Recognition of earnout liability upon acquisition of GoMedigap on January 22, 2018 | 27,700 | ||||
Purchase price | 48,295 | ||||
Allocation | |||||
Cash and cash equivalents | 71 | ||||
Commission receivable - current | 4,371 | ||||
Prepaid expenses and other current assets | 11 | ||||
Commission receivable - non-current | 11,103 | ||||
Property and equipment, net | 174 | ||||
Accounts payable | (110) | ||||
Accrued compensation and benefits | (132) | ||||
Other current liabilities | (130) | ||||
Net tangible assets acquired | 15,358 | ||||
Intangible assets | 6,800 | ||||
Goodwill | 26,137 | ||||
Total intangible assets acquired | 32,937 | ||||
Total net assets acquired | 48,295 | ||||
Technology | GoMedigap | |||||
Allocation | |||||
Intangible assets | 2,000 | ||||
Trade names, trademarks and website addresses | GoMedigap | |||||
Allocation | |||||
Intangible assets | $ 4,800 | ||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. | ||||
[2] | The fair value of equity awards issued was determined based on the January 22, 2018 closing price of our common stock of $18.99 per share. |
Balance Sheet Accounts (Narrati
Balance Sheet Accounts (Narrative) (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018USD ($)customer | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | [1] | ||
Concentration Risk [Line Items] | |||||
Accounts receivable | $ 349,459 | $ 280,892 | |||
Depreciation | 2,479 | 2,837 | [1] | $ 3,539 | |
Amortization of acquired intangible assets | $ 2,091 | $ 1,040 | [1],[2] | $ 1,040 | [2] |
Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Number of significant customers | customer | 3 | ||||
Concentration risk, percentage | 57.00% | 55.00% | |||
Accounts Receivable | Customer Concentration Risk | Customer One | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 19.00% | 19.00% | |||
Accounts Receivable | Customer Concentration Risk | Customer Two | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 19.00% | 18.00% | |||
Accounts Receivable | Customer Concentration Risk | Customer Three | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 19.00% | 18.00% | |||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. | ||||
[2] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Balance Sheet Accounts (Schedul
Balance Sheet Accounts (Schedule of Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |||
Cash | $ 12,766 | $ 5,098 | |
Money market funds | 323 | 35,195 | |
Total cash and cash equivalents | $ 13,089 | $ 40,293 | [1] |
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Balance Sheet Accounts (Sched_2
Balance Sheet Accounts (Schedule of Accounts Receivable) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |||
Commissions receivable - current | $ 134,190 | $ 109,666 | [1] |
Commissions receivable - non-current | 211,668 | 169,751 | [1] |
Accounts receivable | 3,601 | 1,475 | [1] |
Total accounts receivable | $ 349,459 | $ 280,892 | |
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Balance Sheet Accounts (Sched_3
Balance Sheet Accounts (Schedule of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |||
Prepaid maintenance contracts | $ 1,937 | $ 1,944 | |
Equity issuance costs | 294 | 0 | |
Prepaid insurance | 161 | 490 | |
Prepaid rent | 324 | 311 | |
Prepaid Taxes | 1,108 | 195 | |
Other current assets | 1,464 | 1,365 | |
Prepaid expenses and other current assets | $ 5,288 | $ 4,305 | [1] |
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Balance Sheet Accounts (Sched_4
Balance Sheet Accounts (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |||
Computer equipment and software | $ 17,246 | $ 17,112 | |
Office equipment and furniture | 3,319 | 3,583 | |
Leasehold improvements | 6,345 | 3,156 | |
Property and equipment, gross | 26,910 | 23,851 | |
Less accumulated depreciation and amortization | (19,226) | (19,146) | |
Property and equipment, net | $ 7,684 | $ 4,705 | [1] |
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Balance Sheet Accounts (Sched_5
Balance Sheet Accounts (Schedule of Other Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Capitalized software project costs | $ 8,308 | $ 4,481 |
Security deposits | 483 | 545 |
Debt issuance costs - non-current | 1,099 | 0 |
Deferred tax assets | 232 | 232 |
Income tax receivable | 913 | 1,826 |
Other assets | 241 | 203 |
Other assets | $ 11,276 | $ 7,287 |
Balance Sheet Accounts (Sched_6
Balance Sheet Accounts (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Schedule Of Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 17,200 | $ 12,707 | |
Accumulated Amortization | (10,065) | (10,281) | |
Total | 7,135 | 2,426 | |
Indefinite-lived trademarks and domain names | 5,114 | 5,114 | |
Intangible assets | 12,249 | 7,540 | [1] |
Technology | |||
Schedule Of Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,000 | 1,700 | |
Accumulated Amortization | (611) | (1,700) | |
Total | $ 1,389 | 0 | |
Weighted-average remaining useful life | 2 years 1 month 6 days | ||
Pharmacy and customer relationships | |||
Schedule Of Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 9,500 | 10,100 | |
Accumulated Amortization | (8,234) | (7,884) | |
Total | $ 1,266 | 2,216 | |
Weighted-average remaining useful life | 1 year 3 months 19 days | ||
Trade names, trademarks and website addresses | |||
Schedule Of Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 5,700 | 907 | |
Accumulated Amortization | (1,220) | (697) | |
Total | $ 4,480 | $ 210 | |
Weighted-average remaining useful life | 8 years 10 months 25 days | ||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Balance Sheet Accounts (Sched_7
Balance Sheet Accounts (Schedule of Intangible Asset Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
2019 | $ 2,187 | |
2020 | 1,493 | |
2021 | 535 | |
2022 | 480 | |
2023 | 480 | |
Thereafter | 1,960 | |
Total | 7,135 | $ 2,426 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
2019 | 667 | |
2020 | 667 | |
2021 | 55 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Total | 1,389 | 0 |
Pharmacy and customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
2019 | 950 | |
2020 | 316 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Total | 1,266 | 2,216 |
Trade names, trademarks and website addresses | ||
Finite-Lived Intangible Assets [Line Items] | ||
2019 | 570 | |
2020 | 510 | |
2021 | 480 | |
2022 | 480 | |
2023 | 480 | |
Thereafter | 1,960 | |
Total | $ 4,480 | $ 210 |
Balance Sheet Accounts (Sched_8
Balance Sheet Accounts (Schedule of Other Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred revenue | $ 876 | $ 385 | |
Taxes payable | 224 | 169 | |
Professional fees | 537 | 1,012 | |
Payable to carriers | 418 | 0 | |
Other accrued expenses | 370 | 442 | |
Total other current liabilities | $ 2,425 | $ 2,008 | [1] |
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Balance Sheet Accounts (Sched_9
Balance Sheet Accounts (Schedule of Non-Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |||
Deferred rent – non-current | $ 1,081 | $ 724 | |
Accrued affiliate commissions - non-current | 1,268 | 1,092 | |
Sublease security deposit | 820 | 0 | |
Other non-current liabilities | 170 | 104 | |
Total non-current liabilities | $ 3,339 | $ 1,920 | [1] |
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured and recorded at fair value | $ 323 | $ 35,195 |
Total liabilities measured and recorded at fair value | 40,000 | 0 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured and recorded at fair value | 323 | 35,195 |
Total liabilities measured and recorded at fair value | 40,000 | 0 |
Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured and recorded at fair value | 323 | 35,195 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured and recorded at fair value | 0 | |
Total liabilities measured and recorded at fair value | 40,000 | |
Money market funds | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured and recorded at fair value | 323 | 35,195 |
Money market funds | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured and recorded at fair value | 323 | 35,195 |
Money market funds | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured and recorded at fair value | 323 | 35,195 |
Money market funds | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured and recorded at fair value | 0 | |
Earnout liability - current | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured and recorded at fair value | 20,730 | 0 |
Earnout liability - current | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured and recorded at fair value | 20,730 | 0 |
Earnout liability - current | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured and recorded at fair value | 0 | 0 |
Earnout liability - current | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured and recorded at fair value | 20,730 | |
Earnout liability - non-current | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured and recorded at fair value | 19,270 | 0 |
Earnout liability - non-current | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured and recorded at fair value | 19,270 | 0 |
Earnout liability - non-current | Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured and recorded at fair value | 0 | $ 0 |
Earnout liability - non-current | Fair Value | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities measured and recorded at fair value | $ 19,270 |
Fair Value Measurements (Earnou
Fair Value Measurements (Earnout Activity) (Details) - Earnout liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2017 | $ 40,000 | $ 0 |
Recognition of earnout liability upon acquisition of GoMedigap on January 22, 2018 | 27,700 | |
Change in fair value | 12,300 | |
Balance at December 31, 2018 | $ 40,000 |
Stockholder's Equity (Narrative
Stockholder's Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | 57 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 12, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 110,000,000 | 110,000,000 | |||
Preferred stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | ||
Shares available for grant (in shares) | 512,000 | 512,000 | 4,500,000 | ||
Vesting term for awards | 4 years | ||||
Number of shares repurchased under share repurchase plan (in shares) | 10,663,888 | ||||
Treasury shares that were previously surrendered by employees to satisfy tax withholdings (in shares) | 762,404 | ||||
Treasury stock (in shares) | 11,426,292 | 11,426,292 | 11,237,995 | ||
Incremental stock-based compensation expense | $ 0.5 | $ 0.5 | |||
Common stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period for awards | 7 years | ||||
Number of shares repurchased under share repurchase plan (in shares) | 0 | ||||
Unrecognized stock-based compensation, options | $ 4.8 | $ 4.8 | |||
Recognition period for unrecognized stock-based compensation expense | 2 years 9 months 18 days | ||||
Common stock options | Period One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting term for awards | 4 years | ||||
Vesting percent | 25.00% | ||||
Common stock options | Period Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting term for awards | 1 year | ||||
Vesting percent | 2.08% | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recognition period for unrecognized stock-based compensation expense | 2 years 9 months 18 days | ||||
Unrecognized stock-based compensation, restricted stock units | $ 21.9 | $ 21.9 | |||
Restricted stock units | Period One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting term for awards | 4 years | ||||
Vesting percent | 25.00% | ||||
Restricted stock units | Period Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting term for awards | 1 year | ||||
Vesting percent | 25.00% | ||||
Market based restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance period | 4 years |
Stockholder's Equity (Schedule
Stockholder's Equity (Schedule of Shares Reserved) (Details) - shares | Dec. 31, 2018 | Jun. 12, 2014 |
Stockholders' Equity Note [Abstract] | ||
Stock options issued and outstanding (in shares) | 1,005,000 | |
Restricted stock units issued and outstanding (in shares) | 1,869,000 | |
Shares available for grant (in shares) | 512,000 | 4,500,000 |
Total shares reserved (in shares) | 3,386,000 |
Stockholder's Equity (Schedul_2
Stockholder's Equity (Schedule of Stock Plan Activity) (Details) shares in Thousands | 12 Months Ended | |
Dec. 31, 2018shares | ||
Share-based Compensation Arrangement by Share-based Payment Award, Movement in Shares Available for Grant [Roll Forward] | ||
Shares available for grant December 31, 2018 (in shares) | 512 | |
2014 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award, Movement in Shares Available for Grant [Roll Forward] | ||
Shares available for grant December 31, 2017 (in shares) | 1,409 | [1] |
Restricted stock units granted (in shares) | (827) | [1],[2] |
Options granted (in shares) | (317) | [1],[3] |
Restricted stock units cancelled (in shares) | 198 | [1],[4] |
Options cancelled (in shares) | 49 | [1] |
Shares available for grant December 31, 2018 (in shares) | 512 | [1] |
[1] | Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. | |
[2] | Includes grants of restricted stock units with service, performance-based or market-based vesting criteria. | |
[3] | Includes grants of stock options with service, performance-based or market-based vesting criteria. | |
[4] | Includes cancelled restricted stock units with service, performance-based or market-based vesting criteria. |
Stockholder's Equity (Schedul_3
Stockholder's Equity (Schedule of Option Activity Under Stock Plans) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Number of Stock Options | ||||
Balance outstanding at December 31, 2018 (in shares) | 1,005 | |||
Common stock options | ||||
Number of Stock Options | ||||
Balance outstanding at December 31, 2017 (in shares) | [1] | 983 | ||
Granted (in shares) | [1] | 317 | ||
Exercised (in shares) | [1] | (165) | ||
Cancelled (in shares) | [1] | (130) | ||
Balance outstanding at December 31, 2018 (in shares) | [1] | 1,005 | 983 | |
Vested and expected to vest at December 31, 2018 (in shares) | [1] | 953 | ||
Exercisable at December 31, 2018 (in shares) | [1] | 451 | ||
Weighted Average Exercise Price | ||||
Balance outstanding at December 31, 2017, weighted average exercise price (in usd per share) | $ 17.38 | |||
Granted, weighted average exercise price (in usd per share) | 23.42 | |||
Exercised, weighted average exercise price (in usd per share) | 16.69 | |||
Cancelled, weighted average exercise price (in usd per share) | 24.37 | |||
Balance outstanding at December 31, 2018, weighted average exercise price (in usd per share) | 18.34 | $ 17.38 | ||
Vested and expected to vest at December 31, 2018, weighted average exercise price (in usd per share) | 18.13 | |||
Exercisable at December 31, 2018, weighted average exercise price (in usd per share) | $ 16.40 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted-average remaining contractual life (years), balance outstanding | 5 years | 4 years 7 months 6 days | ||
Weighted-average remaining contractual life (years), vested and expected to Vest | 4 years 10 months 25 days | |||
Weighted-average remaining contractual life (years), exercisable | 3 years 10 months 25 days | |||
Aggregate intrinsic value, balance outstanding | [2] | $ 20,226 | $ 2,522 | |
Aggregate intrinsic value, vested and expected to vest | [2] | 19,390 | ||
Aggregate intrinsic value, exercisable | [2] | $ 9,987 | ||
Weighted average fair value of options granted (in usd per share) | $ 12.78 | $ 9.03 | $ 4.46 | |
Total fair value of options vested | $ 2,263 | $ 799 | $ 1,243 | |
Intrinsic value of options exercised | $ 1,461 | $ 430 | $ 4 | |
[1] | Includes certain stock options with service, performance-based or market-based vesting criteria. | |||
[2] | The aggregate intrinsic value is calculated as the product between eHealth’s closing stock price as of December 31, 2018 and December 31, 2017 at the exercise price of in-the-money options as of those dates. |
Stockholder's Equity (Schedul_4
Stockholder's Equity (Schedule of Restricted Stock Unit Activity Under Stock Plans) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Number of Restricted Stock Units | |||
Unvested ending balance (in shares) | 1,869 | ||
Restricted stock units | |||
Number of Restricted Stock Units | |||
Unvested beginning balance (in shares) | [1] | 1,745 | |
Granted (in shares) | [1] | 846 | |
Vested (in shares) | [1] | (524) | |
Cancelled (in shares) | [1] | (198) | |
Unvested ending balance (in shares) | [1] | 1,869 | 1,745 |
Weighted-Average Grant Date Fair Value | |||
Unvested beginning balance, weighted-average grant date fair value (in usd per share) | $ 14.24 | ||
Granted (in usd per share) | 21.14 | ||
Vested (in usd per share) | 14.26 | ||
Cancelled (in usd per share) | 16.08 | ||
Unvested ending balance, weighted-average grant date fair value (in usd per share) | $ 16.95 | $ 14.24 | |
Weighted-Average Remaining Service Period | 4 years 9 months 18 days | 2 years 3 months 14 days | |
Aggregate Intrinsic Value | [2] | $ 71,816 | $ 30,313 |
[1] | Includes certain restricted stock units with service, performance-based or market-based vesting criteria. | ||
[2] | The aggregate intrinsic value is calculated as the difference of our closing stock price as of December 31, 2018 and December 31, 2017 multiplied by the number of restricted stock units outstanding as of December 31, 2018 and December 31, 2017, respectively. |
Stockholder's Equity (Schedul_5
Stockholder's Equity (Schedule of Fair Value of Stock Options, Valuation Assumptions) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Common stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 4 years 3 months 19 days | 4 years 3 months 19 days | 4 years 4 months 24 days |
Expected volatility | 68.30% | 69.80% | 65.40% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 2.70% | 1.80% | 1.10% |
Market-based options and restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 1 year 7 months 6 days | 1 year 7 months 6 days | 2 years 1 month 6 days |
Expected volatility | 69.80% | 70.90% | 67.90% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 2.50% | 1.70% | 1.10% |
Weighted average grant date fair value (in usd per share) | $ 13.48 | $ 9.42 | $ 9.64 |
Stockholder's Equity (Schedul_6
Stockholder's Equity (Schedule of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 12,540 | $ 9,694 | $ 7,266 |
Common stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 1,991 | 1,863 | 1,015 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 10,549 | 7,831 | 6,251 |
Marketing and advertising | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 1,974 | 1,033 | 1,237 |
Customer care and enrollment | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 816 | 418 | 497 |
Technology and content | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 1,675 | 1,410 | 1,836 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | 7,824 | 6,833 | 3,696 |
Restructuring charge | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 251 | $ 0 | $ 0 |
Income Taxes (Schedule of Compo
Income Taxes (Schedule of Components of Pre-Tax Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Income Tax Disclosure [Abstract] | |||||
United States | $ 2,458 | $ (9,242) | $ 3,087 | ||
Foreign | 848 | 972 | 885 | ||
Income (loss) before provision (benefit) for income taxes | $ 3,306 | $ (8,270) | [1] | $ 3,972 | [1] |
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Income Taxes (Schedule of Curre
Income Taxes (Schedule of Current and Deferred Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Current: | |||||
Federal | $ 5 | $ (275) | $ (948) | ||
State | 48 | (1,433) | (214) | ||
Foreign | 213 | 179 | 178 | ||
Total current | 266 | (1,529) | (984) | ||
Deferred: | |||||
Federal | 165 | (28,161) | 4,306 | ||
State | 2,648 | (3,992) | 361 | ||
Foreign | (14) | (14) | (15) | ||
Total deferred | 2,799 | (32,167) | 4,652 | ||
Provision (benefit) for income taxes | $ 3,065 | $ (33,696) | [1] | $ 3,668 | [1] |
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Income Tax Disclosure [Line Items] | ||||||
Income before tax | $ 3,306 | $ (8,270) | [1] | $ 3,972 | [1] | |
Income tax expense | $ 3,065 | $ (33,696) | [1] | $ 3,668 | [1] | |
Effective tax rate | 92.70% | 407.60% | 92.20% | |||
Increase in valuation allowance | $ 2,400 | |||||
Valuation allowance | 2,407 | $ 0 | ||||
Unrecognized tax benefits | 3,740 | 3,096 | $ 5,253 | $ 6,184 | ||
Unrecognized tax benefits that would impact effective tax rate | 3,300 | $ 2,700 | ||||
Federal Tax Authority | ||||||
Income Tax Disclosure [Line Items] | ||||||
Operating loss carry forwards | 81,000 | |||||
Tax credit carryforward | 3,900 | |||||
State Tax Jurisdiction | ||||||
Income Tax Disclosure [Line Items] | ||||||
Operating loss carry forwards | 82,600 | |||||
Tax credit carryforward | $ 4,900 | |||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Income Taxes (Income Tax Rate R
Income Taxes (Income Tax Rate Reconciliation Schedule) (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Statutory rate | 21.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | (7.20%) | 31.70% | 14.10% |
Non-qualified stock option shortfalls (windfalls), net | (29.40%) | 1.90% | 23.00% |
Stock-based compensation | 21.60% | (9.70%) | 18.30% |
Lobbying | 15.20% | (9.10%) | 8.90% |
Research and development credits | (17.10%) | (1.50%) | (20.40%) |
Changes in valuation allowance | 72.80% | ||
Tax reform - tax rate change | 0.00% | 355.90% | 0.00% |
Foreign income tax and income inclusion | 6.80% | 2.70% | 10.90% |
Non-deductible parking expense | 3.10% | 0.00% | 0.00% |
Other permanent differences | 5.90% | 0.70% | 2.40% |
Effective tax rate | 92.70% | 407.60% | 92.20% |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Accruals and reserves | $ 6,349 | $ 2,499 |
Stock-based compensation | 2,388 | 2,443 |
Intangible assets | 61 | 448 |
Net operating losses | 22,181 | 12,055 |
Tax credits | 4,508 | 3,569 |
Other | 250 | 178 |
Total deferred tax assets | 35,737 | 21,192 |
Valuation allowance | (2,407) | 0 |
Total deferred tax assets net of valuation allowance | 33,330 | 21,192 |
Deferred tax liabilities: | ||
Intangible assets | (710) | (1,083) |
Commissions receivable | (80,289) | (64,911) |
Fixed assets | 0 | (55) |
Total deferred tax liabilities | (80,999) | (66,049) |
Net deferred tax liabilities | $ (47,669) | $ (44,857) |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Unrecognized Tax Benefits Schedule) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $ 3,096 | $ 5,253 | $ 6,184 |
Lapse of statute of limitations | (5) | (1,637) | (1,236) |
Additions based on tax positions related to the current year | 70 | 342 | 305 |
Additions based on tax positions related to the current year | (862) | ||
Increase based on tax positions related to the prior year | 579 | ||
Unrecognized tax benefits, ending balance | $ 3,740 | $ 3,096 | $ 5,253 |
Net Income Per Share (Schedule
Net Income Per Share (Schedule of Computation of Basic and Diluted Net Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||||||
Numerator: | ||||||||||||||||||||||
Net income | $ 26,072 | $ (8,972) | $ (12,014) | $ (4,845) | $ 28,028 | $ (2,176) | $ (1,506) | $ 1,080 | $ 241 | [2] | $ 25,426 | [1],[2],[3],[4] | $ 304 | [2],[3],[4] | ||||||||
Net weighted-average number of common stock shares outstanding (in shares) | 19,294 | 18,512 | [3] | 18,272 | [3] | |||||||||||||||||
Net Income per share - basic (in usd per share) | $ 1.32 | [5] | $ (0.47) | [5] | $ (0.63) | [5] | $ (0.26) | [5] | $ 1.50 | [5] | $ (0.12) | [5] | $ (0.08) | [5] | $ 0.06 | [5] | $ 0.01 | [5] | $ 1.37 | [1],[3],[5] | $ 0.02 | [3] |
Denominator: | ||||||||||||||||||||||
Dilutive effect of common stock (in shares) | 1,115 | 535 | 42 | |||||||||||||||||||
Total common stock shares used in per share calculation (in shares) | 20,409 | 19,047 | [3] | 18,314 | [3] | |||||||||||||||||
Net Income per share - diluted (in usd per share) | $ 1.25 | [5] | $ (0.47) | [5] | $ (0.63) | [5] | $ (0.26) | [5] | $ 1.47 | [5] | $ (0.12) | [5] | $ (0.08) | [5] | $ 0.06 | [5] | $ 0.01 | [5] | $ 1.33 | [1],[3],[5] | $ 0.02 | [3] |
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method | |||||||||||||||||||||
[2] | Balances and the years ended December 31, 2016 and 2017 have been adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||||||||||||||||
[3] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||||||||||||||||
[4] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||||||||||||||||
[5] | Computed using weighted-average share amounts outstanding for the respective periods presented |
Net Income Per Share (Schedul_2
Net Income Per Share (Schedule of Anti-Dilutive Shares Excluded from Computation Of Net Income Per Share) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 304 | 1,990 | 2,204 |
Common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 291 | 1,222 | 908 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 13 | 768 | 1,296 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) - Breach of Contract - Maximum | 1 Months Ended |
Jul. 31, 2017USD ($) | |
Loss Contingencies [Line Items] | |
Litigation settlement, amount awarded | $ 250,000 |
Litigation settlement, amount awarded, per individual | $ 2,500 |
Litigation settlement, amount awarded, period of extended protection (in years) | 1 year |
Litigation settlement, amount awarded, period of protection | 3 years |
Litigation settlement, expense | $ 245,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Operating lease) (Details) $ in Thousands | Apr. 25, 2018USD ($)ft² | Mar. 31, 2018USD ($)ft² | Mar. 31, 2012USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Line Items] | ||||||
Future minimum payments related to operating lease | $ 38,272 | |||||
Operating lease expense | 5,300 | $ 4,600 | $ 4,500 | |||
Santa Clara, California | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Office space, square feet | ft² | 32,492 | |||||
Operating lease, term | 123 months | |||||
Future minimum payments related to operating lease | 17,200 | |||||
Austin, Texas | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Office space, square feet | ft² | 26,878 | |||||
Operating lease, term | 90 months | |||||
Future minimum payments related to operating lease | 4,400 | |||||
Standby Letters of Credit | Santa Clara, California | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Letter of credit, outstanding | $ 1,500 | |||||
Standby Letters of Credit | Austin, Texas | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Letter of credit, outstanding | $ 600 | |||||
Standby Letters of Credit | Mountain View, California | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Letter of credit, outstanding | $ 600 | $ 100 | ||||
1.5 Million Standby Letter of Credit | Standby Letters of Credit | Santa Clara, California | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Reduction of letter of credit amount, percentage | 20.00% | |||||
Reduction of letter of credit amount, sixth year percentage | 8.00% | |||||
.6 Million Standby Letter of Credit | Mountain View, California | ||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||
Reduction of letter of credit amount, percentage | 25.00% |
Commitments and Contingencies_4
Commitments and Contingencies (Schedule of Future Minimum Obligations) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Line Items] | |
2019 | $ 8,648 |
2020 | 7,431 |
2021 | 4,334 |
2022 | 3,896 |
2023 | 3,100 |
Thereafter | 10,863 |
Total | 38,272 |
Operating Lease Obligations | |
Commitments And Contingencies Disclosure [Line Items] | |
2019 | 4,804 |
2020 | 5,209 |
2021 | 3,766 |
2022 | 3,878 |
2023 | 3,100 |
Thereafter | 10,863 |
Total | 31,620 |
Service and Licensing Obligations | |
Commitments And Contingencies Disclosure [Line Items] | |
2019 | 3,844 |
2020 | 2,222 |
2021 | 568 |
2022 | 18 |
Thereafter | 0 |
Total | $ 6,652 |
Operating Segments, Geographi_3
Operating Segments, Geographic Information and Significant Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | $ 134,917 | $ 40,751 | $ 32,657 | $ 43,070 | $ 83,118 | $ 31,466 | $ 34,566 | $ 41,556 | $ 251,395 | $ 190,706 | [1],[2],[3] | $ 193,324 | [2],[3] | ||||
Stock-based compensation expense | (12,289) | (9,694) | (7,266) | ||||||||||||||
Depreciation and amortization | (2,479) | (2,837) | [4] | (3,539) | [4] | ||||||||||||
Change in fair value of earnout liability | (12,300) | 0 | [3],[4] | 0 | [3],[4] | ||||||||||||
Restructuring (charge) benefit | (1,865) | 0 | [3] | 297 | [3] | ||||||||||||
Acquisition costs | (76) | (621) | [3] | 0 | [3] | ||||||||||||
Amortization of intangible assets | (2,091) | (1,040) | [3],[4] | (1,040) | [3],[4] | ||||||||||||
Other income, net | 755 | 1,182 | [3] | 1,149 | [3] | ||||||||||||
Income (loss) before provision (benefit) for income taxes | 3,306 | (8,270) | [3] | 3,972 | [3] | ||||||||||||
Operating Segments | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 251,395 | 190,706 | 193,324 | ||||||||||||||
Segment profit (loss) | 66,647 | 31,710 | 43,444 | ||||||||||||||
Operating Segments | Medicare | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 210,570 | 142,448 | 122,156 | ||||||||||||||
Segment profit (loss) | 60,844 | 22,137 | 10,394 | ||||||||||||||
Operating Segments | Individual, Family and Small Business | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenue | 40,825 | 48,258 | 71,168 | ||||||||||||||
Segment profit (loss) | 5,803 | 9,573 | 33,050 | ||||||||||||||
Income (loss) before provision (benefit) for income taxes | (8,270) | 3,972 | |||||||||||||||
Corporate | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Segment profit (loss) | $ (32,996) | $ (26,970) | $ (29,073) | ||||||||||||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method | ||||||||||||||||
[2] | As adjusted for the adoption of ASC 606 using the full retrospective method | ||||||||||||||||
[3] | As adjusted for the adoption of ASC 606 using the full retrospective method. | ||||||||||||||||
[4] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Operating Segments, Geographi_4
Operating Segments, Geographic Information and Significant Customers (Schedule Of Long-Lived Assets By Geographical Area) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Total | $ 71,209 | $ 33,426 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total | 70,710 | 32,876 |
China | ||
Segment Reporting Information [Line Items] | ||
Total | $ 499 | $ 550 |
Operating Segments, Geographi_5
Operating Segments, Geographic Information and Significant Customers (Schedule of Revenue by Major Customers) (Details) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Humana | ||||
Revenue, Major Customer [Line Items] | ||||
Major customer revenue, percentage | 22.00% | 20.00% | 22.00% | |
UnitedHealthcare | ||||
Revenue, Major Customer [Line Items] | ||||
Major customer revenue, percentage | [1] | 19.00% | 23.00% | 19.00% |
Aetna | ||||
Revenue, Major Customer [Line Items] | ||||
Major customer revenue, percentage | [2] | 14.00% | 10.00% | 11.00% |
[1] | UnitedHealthcare also includes other carriers owned by UnitedHealthcare. | |||
[2] | Aetna includes other carriers owned by Aetna. |
Debt (Details)
Debt (Details) - USD ($) | Sep. 17, 2018 | Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||||
Debt issuance costs - non-current | $ 1,099,000 | $ 0 | ||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity | $ 40,000,000 | |||
Commitment fee percentage | 0.50% | |||
Facility fee percentage | 1.75% | |||
Maximum borrowing capacity | $ 40,000,000 | |||
Line of credit facility, covenant, minimum cash and cash equivalents | 6,000,000 | |||
Debt issuance costs - non-current | 1,200,000 | |||
Borrowings under line of credit | $ 5,000,000 | |||
Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity | $ 5,000,000 | |||
Eligible Commissions Receivables, Preceding Three Months | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing base percentage | 80.00% | |||
Eligible Commissions Receivables, Succeeding Three Months | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing base percentage | 80.00% | |||
Eligible Commissions Receivables, Succeeding Six Months | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing base percentage | 50.00% | |||
Subsequent Event | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Repayments of Debt | $ 5,000,000 |
Restructuring Charges (Details)
Restructuring Charges (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2018employee | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | [1] | ||
Restructuring Cost and Reserve [Line Items] | ||||||
Positions eliminated | employee | 110 | |||||
Percentage of total workforce | 10.00% | |||||
Expected cost | $ 1,865 | |||||
Restructuring Reserve [Roll Forward] | ||||||
Charges | 1,865 | $ 0 | [1] | $ (297) | ||
Cash Restructuring Charges | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Charges | 1,605 | |||||
Payments | (1,605) | |||||
Ending balance | 0 | 0 | ||||
Employee termination costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected cost | 1,605 | |||||
Employee termination costs | Cash Restructuring Charges | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Charges | 1,605 | |||||
Payments | (1,605) | |||||
Ending balance | 0 | $ 0 | ||||
Non-cash employee termination costs - stock-based compensation | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected cost | 251 | |||||
Other restructuring related costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected cost | $ 9 | |||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2018 | Dec. 31, 2017 | [1],[3] | Dec. 31, 2016 | [3] | ||||||
Selected Quarterly Financial Information [Abstract] | ||||||||||||||||||||||
Revenue | $ 134,917 | $ 40,751 | $ 32,657 | $ 43,070 | $ 83,118 | $ 31,466 | $ 34,566 | $ 41,556 | $ 251,395 | $ 190,706 | [2] | $ 193,324 | [2] | |||||||||
Income (loss) from operations | 41,645 | (15,454) | (16,920) | (6,720) | 20,802 | (15,673) | (10,468) | (4,113) | 2,551 | (9,452) | 2,823 | |||||||||||
Net income (loss) | $ 26,072 | $ (8,972) | $ (12,014) | $ (4,845) | $ 28,028 | $ (2,176) | $ (1,506) | $ 1,080 | $ 241 | [4] | $ 25,426 | [4],[5] | $ 304 | [4],[5] | ||||||||
Net income (loss) per share: | ||||||||||||||||||||||
Net Income per share - basic (in usd per share) | $ 1.32 | [6] | $ (0.47) | [6] | $ (0.63) | [6] | $ (0.26) | [6] | $ 1.50 | [6] | $ (0.12) | [6] | $ (0.08) | [6] | $ 0.06 | [6] | $ 0.01 | [6] | $ 1.37 | [6] | $ 0.02 | |
Diluted (in usd per share) | $ 1.25 | [6] | $ (0.47) | [6] | $ (0.63) | [6] | $ (0.26) | [6] | $ 1.47 | [6] | $ (0.12) | [6] | $ (0.08) | [6] | $ 0.06 | [6] | $ 0.01 | [6] | $ 1.33 | [6] | $ 0.02 | |
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method | |||||||||||||||||||||
[2] | As adjusted for the adoption of ASC 606 using the full retrospective method | |||||||||||||||||||||
[3] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||||||||||||||||
[4] | Balances and the years ended December 31, 2016 and 2017 have been adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||||||||||||||||
[5] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||||||||||||||||
[6] | Computed using weighted-average share amounts outstanding for the respective periods presented |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | Jan. 22, 2019 | Jan. 31, 2019 |
Subsequent Event [Line Items] | ||
Sale of stock, shares issued (in shares) | 2,760,000 | |
Sale of stock, price per share (in dollars per share) | $ 48.50 | |
Net proceeds from sale of stock | $ 126.2 | |
Public Allotment | ||
Subsequent Event [Line Items] | ||
Sale of stock, shares issued (in shares) | 2,400,000 | |
Over-Allotment | ||
Subsequent Event [Line Items] | ||
Sale of stock, shares issued (in shares) | 360,000 |
Adoption Impact of New Revenu_3
Adoption Impact of New Revenue Standard (Impact on Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Current assets: | ||||||
Cash and cash equivalents | $ 13,089 | $ 40,293 | [1] | |||
Accounts receivable | 3,601 | 1,475 | [1] | |||
Commissions receivable - current | 134,190 | 109,666 | [1] | |||
Prepaid expenses and other current assets | 5,288 | 4,305 | [1] | |||
Total current assets | 156,168 | 155,739 | [1] | |||
Commissions receivable - non-current | 211,668 | 169,751 | [1] | |||
Property and equipment, net | 7,684 | 4,705 | [1] | |||
Other assets | 11,276 | 7,287 | [1] | |||
Intangible assets, net | 12,249 | 7,540 | [1] | |||
Goodwill | 40,233 | 14,096 | [1] | |||
Total assets | 439,278 | 359,118 | [1] | |||
Current liabilities: | ||||||
Accounts payable | 5,688 | 3,246 | [1] | |||
Accrued compensation and benefits | 20,763 | 15,498 | [1] | |||
Accrued marketing expenses | 11,013 | 4,693 | [1] | |||
Other current liabilities | 2,425 | 2,008 | [1] | |||
Total current liabilities | 60,619 | 25,445 | [1] | |||
Deferred income taxes | 47,901 | 45,089 | [1] | |||
Other non-current liabilities | 3,339 | 1,920 | [1] | |||
Stockholders’ equity: | ||||||
Common stock | 31 | 30 | [1] | |||
Additional paid-in capital | 298,024 | 281,706 | [1] | |||
Treasury stock, at cost | (199,998) | (199,998) | [1] | |||
Retained earnings | 204,965 | 204,724 | [1] | |||
Accumulated other comprehensive income | 127 | 202 | [1] | |||
Total stockholders’ equity | [2] | 303,149 | 286,664 | [1] | $ 252,280 | $ 236,178 |
Total liabilities and stockholders’ equity | $ 439,278 | 359,118 | [1] | |||
Calculated under Revenue Guidance in Effect before Topic 606 | ||||||
Current assets: | ||||||
Cash and cash equivalents | 40,293 | |||||
Accounts receivable | 9,894 | |||||
Commissions receivable - current | 0 | |||||
Prepaid expenses and other current assets | 4,845 | |||||
Total current assets | 55,032 | |||||
Commissions receivable - non-current | 0 | |||||
Property and equipment, net | 4,705 | |||||
Other assets | 7,317 | |||||
Intangible assets, net | 7,540 | |||||
Goodwill | 14,096 | |||||
Total assets | 88,690 | |||||
Current liabilities: | ||||||
Accounts payable | 3,246 | |||||
Accrued compensation and benefits | 15,498 | |||||
Accrued marketing expenses | 4,088 | |||||
Other current liabilities | 3,815 | |||||
Total current liabilities | 26,647 | |||||
Deferred income taxes | 0 | |||||
Other non-current liabilities | 900 | |||||
Stockholders’ equity: | ||||||
Common stock | 30 | |||||
Additional paid-in capital | 281,706 | |||||
Treasury stock, at cost | (199,998) | |||||
Retained earnings | (20,796) | |||||
Accumulated other comprehensive income | 201 | |||||
Total stockholders’ equity | 61,143 | |||||
Total liabilities and stockholders’ equity | 88,690 | |||||
ASC 606 Adoption Adjustment | Accounting Standards Update 2014-09 | ||||||
Current assets: | ||||||
Cash and cash equivalents | 0 | |||||
Accounts receivable | (8,419) | |||||
Commissions receivable - current | 109,666 | |||||
Prepaid expenses and other current assets | (540) | |||||
Total current assets | 100,707 | |||||
Commissions receivable - non-current | 169,751 | |||||
Property and equipment, net | 0 | |||||
Other assets | (30) | |||||
Intangible assets, net | 0 | |||||
Goodwill | 0 | |||||
Total assets | 270,428 | |||||
Current liabilities: | ||||||
Accounts payable | 0 | |||||
Accrued compensation and benefits | 0 | |||||
Accrued marketing expenses | 605 | |||||
Other current liabilities | (1,807) | |||||
Total current liabilities | (1,202) | |||||
Deferred income taxes | 45,089 | |||||
Other non-current liabilities | 1,020 | |||||
Stockholders’ equity: | ||||||
Common stock | 0 | |||||
Additional paid-in capital | 0 | |||||
Treasury stock, at cost | 0 | |||||
Retained earnings | 225,520 | |||||
Accumulated other comprehensive income | 1 | |||||
Total stockholders’ equity | 225,521 | |||||
Total liabilities and stockholders’ equity | $ 270,428 | |||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||
[2] | Balances and the years ended December 31, 2016 and 2017 have been adjusted for the adoption of ASC 606 using the full retrospective method. |
Adoption Impact of New Revenu_4
Adoption Impact of New Revenue Standard (Impact on Income Statement) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [3] | Sep. 30, 2017 | [3] | Jun. 30, 2017 | [3] | Mar. 31, 2017 | [3] | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||||||
Revenue | ||||||||||||||||||||||
Commission | $ 227,211 | $ 176,883 | [1],[2] | $ 177,234 | [1],[2] | |||||||||||||||||
Other | 24,184 | 13,823 | [1],[2] | 16,090 | [1],[2] | |||||||||||||||||
Total revenue | $ 134,917 | $ 40,751 | $ 32,657 | $ 43,070 | $ 83,118 | $ 31,466 | $ 34,566 | $ 41,556 | 251,395 | 190,706 | [1],[2],[3] | 193,324 | [1],[2] | |||||||||
Operating costs and expenses: | ||||||||||||||||||||||
Cost of revenue | 1,228 | 582 | [2] | 862 | [2] | |||||||||||||||||
Marketing and advertising | 82,939 | 65,874 | [2] | 72,213 | [2] | |||||||||||||||||
Customer care and enrollment | 70,547 | 59,183 | [2] | 48,718 | [2] | |||||||||||||||||
Technology and content | 31,970 | 32,889 | [2] | 32,749 | [2] | |||||||||||||||||
General and administrative | 45,828 | 39,969 | [2] | 35,216 | [2] | |||||||||||||||||
Acquisition costs | 76 | 621 | [2] | 0 | [2] | |||||||||||||||||
Restructuring charge (benefit) | 1,865 | 0 | [2] | (297) | [2] | |||||||||||||||||
Amortization of intangible assets | 2,091 | 1,040 | [2],[4] | 1,040 | [2],[4] | |||||||||||||||||
Total operating costs and expenses | 248,844 | 200,158 | [2] | 190,501 | [2] | |||||||||||||||||
Income (loss) from operations | 41,645 | (15,454) | (16,920) | (6,720) | 20,802 | (15,673) | (10,468) | (4,113) | 2,551 | (9,452) | [2],[3] | 2,823 | [2] | |||||||||
Other income, net | 755 | 1,182 | [2] | 1,149 | [2] | |||||||||||||||||
Income (loss) before provision (benefit) for income taxes | 3,306 | (8,270) | [2] | 3,972 | [2] | |||||||||||||||||
Provision (benefit) for income taxes | 3,065 | (33,696) | [2] | 3,668 | [2] | |||||||||||||||||
Net income | $ 26,072 | $ (8,972) | $ (12,014) | $ (4,845) | $ 28,028 | $ (2,176) | $ (1,506) | $ 1,080 | $ 241 | [5] | $ 25,426 | [2],[3],[4],[5] | $ 304 | [2],[4],[5] | ||||||||
Net Income per share - basic (in usd per share) | $ 1.32 | [6] | $ (0.47) | [6] | $ (0.63) | [6] | $ (0.26) | [6] | $ 1.50 | [6] | $ (0.12) | [6] | $ (0.08) | [6] | $ 0.06 | [6] | $ 0.01 | [6] | $ 1.37 | [2],[3],[6] | $ 0.02 | [2] |
Net Income per share - diluted (in usd per share) | $ 1.25 | [6] | $ (0.47) | [6] | $ (0.63) | [6] | $ (0.26) | [6] | $ 1.47 | [6] | $ (0.12) | [6] | $ (0.08) | [6] | $ 0.06 | [6] | $ 0.01 | [6] | $ 1.33 | [2],[3],[6] | $ 0.02 | [2] |
Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||||||||||||||||
Revenue | ||||||||||||||||||||||
Commission | $ 158,424 | $ 170,850 | ||||||||||||||||||||
Other | 13,931 | 16,110 | ||||||||||||||||||||
Total revenue | 172,355 | 186,960 | ||||||||||||||||||||
Operating costs and expenses: | ||||||||||||||||||||||
Cost of revenue | 2,273 | 3,176 | ||||||||||||||||||||
Marketing and advertising | 65,874 | 72,213 | ||||||||||||||||||||
Customer care and enrollment | 59,183 | 48,718 | ||||||||||||||||||||
Technology and content | 32,889 | 32,749 | ||||||||||||||||||||
General and administrative | 39,969 | 35,216 | ||||||||||||||||||||
Acquisition costs | 621 | |||||||||||||||||||||
Restructuring charge (benefit) | (297) | |||||||||||||||||||||
Amortization of intangible assets | 1,040 | 1,040 | ||||||||||||||||||||
Total operating costs and expenses | 201,849 | 192,815 | ||||||||||||||||||||
Income (loss) from operations | (29,494) | (5,855) | ||||||||||||||||||||
Other income, net | 327 | 102 | ||||||||||||||||||||
Income (loss) before provision (benefit) for income taxes | (29,167) | (5,753) | ||||||||||||||||||||
Provision (benefit) for income taxes | (3,755) | (871) | ||||||||||||||||||||
Net income | $ (25,412) | $ (4,882) | ||||||||||||||||||||
Net Income per share - basic (in usd per share) | $ (1.37) | $ (0.27) | ||||||||||||||||||||
Net Income per share - diluted (in usd per share) | $ (1.37) | $ (0.27) | ||||||||||||||||||||
ASC 606 Adoption Adjustment | Accounting Standards Update 2014-09 | ||||||||||||||||||||||
Revenue | ||||||||||||||||||||||
Commission | $ 18,459 | $ 6,384 | ||||||||||||||||||||
Other | (108) | (20) | ||||||||||||||||||||
Total revenue | 18,351 | 6,364 | ||||||||||||||||||||
Operating costs and expenses: | ||||||||||||||||||||||
Cost of revenue | (1,691) | (2,314) | ||||||||||||||||||||
Marketing and advertising | 0 | 0 | ||||||||||||||||||||
Customer care and enrollment | 0 | 0 | ||||||||||||||||||||
Technology and content | 0 | 0 | ||||||||||||||||||||
General and administrative | 0 | 0 | ||||||||||||||||||||
Acquisition costs | 0 | |||||||||||||||||||||
Restructuring charge (benefit) | 0 | |||||||||||||||||||||
Amortization of intangible assets | 0 | 0 | ||||||||||||||||||||
Total operating costs and expenses | (1,691) | (2,314) | ||||||||||||||||||||
Income (loss) from operations | 20,042 | 8,678 | ||||||||||||||||||||
Other income, net | 855 | 1,047 | ||||||||||||||||||||
Income (loss) before provision (benefit) for income taxes | 20,897 | 9,725 | ||||||||||||||||||||
Provision (benefit) for income taxes | (29,941) | 4,539 | ||||||||||||||||||||
Net income | $ 50,838 | $ 5,186 | ||||||||||||||||||||
Net Income per share - basic (in usd per share) | $ 2.74 | $ 0.29 | ||||||||||||||||||||
Net Income per share - diluted (in usd per share) | $ 2.70 | $ 0.29 | ||||||||||||||||||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method | |||||||||||||||||||||
[2] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||||||||||||||||
[3] | As adjusted for the adoption of ASC 606 using the full retrospective method | |||||||||||||||||||||
[4] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||||||||||||||||
[5] | Balances and the years ended December 31, 2016 and 2017 have been adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||||||||||||||||
[6] | Computed using weighted-average share amounts outstanding for the respective periods presented |
Adoption Impact of New Revenu_5
Adoption Impact of New Revenue Standard (Impact on Operating Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | $ 134,917 | $ 40,751 | $ 32,657 | $ 43,070 | $ 83,118 | $ 31,466 | $ 34,566 | $ 41,556 | $ 251,395 | $ 190,706 | [1],[2],[3] | $ 193,324 | [2],[3] | ||||
Stock-based compensation expense | (12,289) | (9,694) | (7,266) | ||||||||||||||
Depreciation and amortization | (2,479) | (2,837) | [4] | (3,539) | [4] | ||||||||||||
Acquisition costs | (621) | ||||||||||||||||
Restructuring benefit | (1,865) | 0 | [3] | 297 | [3] | ||||||||||||
Amortization of intangible assets | (2,091) | (1,040) | [3],[4] | (1,040) | [3],[4] | ||||||||||||
Other income, net | 755 | 1,182 | [3] | 1,149 | [3] | ||||||||||||
Income (loss) before provision (benefit) for income taxes | 3,306 | (8,270) | [3] | 3,972 | [3] | ||||||||||||
Operating Segments | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | 251,395 | 190,706 | 193,324 | ||||||||||||||
Segment profit (loss) | 66,647 | 31,710 | 43,444 | ||||||||||||||
Corporate | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Segment profit (loss) | (32,996) | (26,970) | (29,073) | ||||||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | 172,355 | 186,960 | |||||||||||||||
Stock-based compensation expense | (9,694) | (7,266) | |||||||||||||||
Depreciation and amortization | (2,837) | (3,539) | |||||||||||||||
Acquisition costs | (621) | ||||||||||||||||
Restructuring benefit | 297 | ||||||||||||||||
Amortization of intangible assets | (1,040) | (1,040) | |||||||||||||||
Other income, net | 327 | 102 | |||||||||||||||
Income (loss) before provision (benefit) for income taxes | (29,167) | (5,753) | |||||||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 | Operating Segments | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | 172,355 | 186,960 | |||||||||||||||
Segment profit (loss) | 11,667 | 34,764 | |||||||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 | Corporate | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Segment profit (loss) | (26,969) | (29,071) | |||||||||||||||
Accounting Standards Update 2014-09 | ASC 606 Adoption Adjustment | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | 18,351 | 6,364 | |||||||||||||||
Stock-based compensation expense | 0 | 0 | |||||||||||||||
Depreciation and amortization | 0 | 0 | |||||||||||||||
Restructuring benefit | 0 | ||||||||||||||||
Amortization of intangible assets | 0 | 0 | |||||||||||||||
Other income, net | 855 | 1,047 | |||||||||||||||
Income (loss) before provision (benefit) for income taxes | 20,897 | 9,725 | |||||||||||||||
Accounting Standards Update 2014-09 | ASC 606 Adoption Adjustment | Operating Segments | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | 18,351 | 6,364 | |||||||||||||||
Segment profit (loss) | 20,043 | 8,680 | |||||||||||||||
Accounting Standards Update 2014-09 | ASC 606 Adoption Adjustment | Corporate | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Segment profit (loss) | (1) | (2) | |||||||||||||||
Medicare | Operating Segments | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | 210,570 | 142,448 | 122,156 | ||||||||||||||
Segment profit (loss) | 60,844 | 22,137 | 10,394 | ||||||||||||||
Medicare | Calculated under Revenue Guidance in Effect before Topic 606 | Operating Segments | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | 102,584 | 80,269 | |||||||||||||||
Segment profit (loss) | (18,760) | (33,141) | |||||||||||||||
Medicare | Accounting Standards Update 2014-09 | ASC 606 Adoption Adjustment | Operating Segments | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | 39,864 | 41,887 | |||||||||||||||
Segment profit (loss) | 40,897 | 43,535 | |||||||||||||||
Individual, Family and Small Business | Operating Segments | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | 40,825 | 48,258 | 71,168 | ||||||||||||||
Segment profit (loss) | $ 5,803 | 9,573 | 33,050 | ||||||||||||||
Income (loss) before provision (benefit) for income taxes | (8,270) | 3,972 | |||||||||||||||
Individual, Family and Small Business | Calculated under Revenue Guidance in Effect before Topic 606 | Operating Segments | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | 69,771 | 106,691 | |||||||||||||||
Segment profit (loss) | 30,427 | 67,905 | |||||||||||||||
Income (loss) before provision (benefit) for income taxes | (29,167) | (5,753) | |||||||||||||||
Individual, Family and Small Business | Accounting Standards Update 2014-09 | ASC 606 Adoption Adjustment | Operating Segments | |||||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||||||
Revenue | (21,513) | (35,523) | |||||||||||||||
Segment profit (loss) | (20,854) | (34,855) | |||||||||||||||
Income (loss) before provision (benefit) for income taxes | $ 20,897 | $ 9,725 | |||||||||||||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method | ||||||||||||||||
[2] | As adjusted for the adoption of ASC 606 using the full retrospective method | ||||||||||||||||
[3] | As adjusted for the adoption of ASC 606 using the full retrospective method. | ||||||||||||||||
[4] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Adoption Impact of New Revenu_6
Adoption Impact of New Revenue Standard (Impact on Statements of Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | [1] | Jun. 30, 2017 | [1] | Mar. 31, 2017 | [1] | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Operating activities | ||||||||||||||||||
Net income (loss) | $ 26,072 | $ (8,972) | $ (12,014) | $ (4,845) | $ 28,028 | $ (2,176) | $ (1,506) | $ 1,080 | $ 241 | [2] | $ 25,426 | [1],[2],[3],[4] | $ 304 | [2],[3],[4] | ||||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||||||||||||
Depreciation and amortization | 2,479 | 2,837 | [4] | 3,539 | [4] | |||||||||||||
Amortization of internally developed software | 2,201 | 1,464 | [4] | 936 | [4] | |||||||||||||
Amortization of book-of-business consideration | 0 | 0 | ||||||||||||||||
Amortization of intangible assets | 2,091 | 1,040 | [3],[4] | 1,040 | [3],[4] | |||||||||||||
Stock-based compensation expense | 12,540 | 9,694 | [4] | 7,266 | [4] | |||||||||||||
Deferred income taxes | 2,812 | (30,341) | [4] | 4,652 | [4] | |||||||||||||
Other non-cash items | 675 | (101) | [4] | (143) | [4] | |||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||||
Accounts receivable | (2,127) | 473 | [4] | 1,563 | [4] | |||||||||||||
Commissions receivable | (50,967) | (21,640) | [4] | (8,032) | [4] | |||||||||||||
Prepaid expenses and other assets | 232 | (1,933) | [4] | (486) | [4] | |||||||||||||
Accounts payable | 1,414 | (1,866) | [4] | 2,227 | [4] | |||||||||||||
Accrued compensation and benefits | 5,133 | 4,578 | [4] | (3,466) | [4] | |||||||||||||
Accrued marketing expenses | 6,320 | (3,365) | [4] | (3,906) | [4] | |||||||||||||
Deferred revenue | (466) | 587 | ||||||||||||||||
Accrued restructuring charges | 0 | 0 | [4] | (433) | [4] | |||||||||||||
Other current liabilities | 935 | (1,341) | [4] | (1,565) | [4] | |||||||||||||
Net cash (used in) provided by operating activities | $ (3,230) | (15,541) | [4] | 4,083 | [4] | |||||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||||||||||||
Operating activities | ||||||||||||||||||
Net income (loss) | (25,412) | (4,882) | ||||||||||||||||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||||||||||||
Depreciation and amortization | 2,837 | 3,539 | ||||||||||||||||
Amortization of internally developed software | 1,464 | 936 | ||||||||||||||||
Amortization of book-of-business consideration | 1,167 | 1,649 | ||||||||||||||||
Amortization of intangible assets | 1,040 | 1,040 | ||||||||||||||||
Stock-based compensation expense | 9,694 | 7,266 | ||||||||||||||||
Deferred income taxes | (401) | 114 | ||||||||||||||||
Other non-cash items | (101) | (233) | ||||||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||||
Accounts receivable | (681) | 434 | ||||||||||||||||
Commissions receivable | 0 | 0 | ||||||||||||||||
Prepaid expenses and other assets | (1,933) | (486) | ||||||||||||||||
Accounts payable | (1,866) | 2,227 | ||||||||||||||||
Accrued compensation and benefits | 4,578 | (3,466) | ||||||||||||||||
Accrued marketing expenses | (3,070) | (3,540) | ||||||||||||||||
Deferred revenue | (574) | 567 | ||||||||||||||||
Accrued restructuring charges | 0 | (433) | ||||||||||||||||
Other current liabilities | (2,283) | (649) | ||||||||||||||||
Net cash (used in) provided by operating activities | (15,541) | 4,083 | ||||||||||||||||
ASC 606 Adoption Adjustment | Accounting Standards Update 2014-09 | ||||||||||||||||||
Operating activities | ||||||||||||||||||
Net income (loss) | 50,838 | 5,186 | ||||||||||||||||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||||||||||||
Depreciation and amortization | 0 | 0 | ||||||||||||||||
Amortization of internally developed software | 0 | 0 | ||||||||||||||||
Amortization of book-of-business consideration | (1,167) | (1,649) | ||||||||||||||||
Amortization of intangible assets | 0 | 0 | ||||||||||||||||
Stock-based compensation expense | 0 | 0 | ||||||||||||||||
Deferred income taxes | (29,940) | 4,538 | ||||||||||||||||
Other non-cash items | 0 | 90 | ||||||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||||
Accounts receivable | 1,154 | 1,129 | ||||||||||||||||
Commissions receivable | (21,640) | (8,032) | ||||||||||||||||
Prepaid expenses and other assets | 0 | 0 | ||||||||||||||||
Accounts payable | 0 | 0 | ||||||||||||||||
Accrued compensation and benefits | 0 | 0 | ||||||||||||||||
Accrued marketing expenses | (295) | (366) | ||||||||||||||||
Deferred revenue | 108 | 20 | ||||||||||||||||
Accrued restructuring charges | 0 | 0 | ||||||||||||||||
Other current liabilities | 942 | (916) | ||||||||||||||||
Net cash (used in) provided by operating activities | $ 0 | $ 0 | ||||||||||||||||
[1] | As adjusted for the adoption of ASC 606 using the full retrospective method | |||||||||||||||||
[2] | Balances and the years ended December 31, 2016 and 2017 have been adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||||||||||||
[3] | As adjusted for the adoption of ASC 606 using the full retrospective method. | |||||||||||||||||
[4] | As adjusted for the adoption of ASC 606 using the full retrospective method. |
Uncategorized Items - ehth-2018
Label | Element | Value | |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 9,742,000 | [1] |
Retained Earnings [Member] | |||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 9,742,000 | |
[1] | Balances and the years ended December 31, 2016 and 2017 have been adjusted for the adoption of ASC 606 using the full retrospective method. |