UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number: 001-33071
_____________________________________________
EHEALTH, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware
56-2357876
(State or other jurisdiction of incorporation or organization)
(I.R.S Employer Identification No)
2625 AUGUSTINE DRIVE, SECOND FLOOR
SANTA CLARA, CA 95054
(Address of principal executive offices)
(650) 584-2700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.001 per share
Trading Symbol
EHTH
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-
T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth Company
☒
☐
☐
Accelerated filer
Smaller reporting company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Based on the closing price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter, which was June
30, 2020, the aggregate market value of its shares (based on a closing price of $98.24 per share) held by non-affiliates was $1.5 billion. Shares of the registrant’s
common stock held by each executive officer and director and by each entity or person that owned five percent or more of the registrant’s outstanding common stock
were excluded as such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of February 16, 2021 was 25,932,593 shares.
Portions of the registrant’s Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which is expected to be filed within 120 days after the
Company’s fiscal year ended December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.
DOCUMENTS INCORPORATED BY REFERENCE
EHEALTH, INC.
FORM 10-K
TABLE OF CONTENTS
PART I
PART II
Summary of Risk Factors
Forward-Looking Statements
Item 1.
Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4. Mine Safety Disclosures
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Consolidated Financial Data
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
Exhibit Index
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Summary of Risk Factors
Our business is subject to numerous risks and uncertainties, including those risks discussed at length below. The
following is a summary of the principal risks we face, any of which could adversely affect our business, operating results,
financial condition or prospects:
•
If our ability to enroll individuals during enrollment periods is impeded or if investments we make in enrollment
periods do not result in the returns we expected when making those investments, our business, operating results and
financial condition would be harmed.
• We may be unsuccessful in competing effectively against current and future competitors, including government-run
health insurance exchanges.
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•
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Our business may be harmed if we lose our relationship with health insurance carriers or our relationship with health
insurance carriers is modified.
Our financial results will be adversely impacted if our membership does not grow or if we are not able to successfully
retain our existing members and limit health insurance plan termination.
If we are not able to maintain and enhance our brand, our business and operating results will be harmed.
The ongoing COVID-19 pandemic and public health crises, illness, epidemics or pandemics could adversely impact our
business, operating results and financial condition.
Our business may be harmed if we are not successful in executing on our strategic investments and initiatives,
including our growth strategy and retention initiatives.
The success of our customer care center operations depends upon our ability to timely hire, train, retain and ensure the
productivity of our licensed health insurance agents.
If we are not successful in cost-effectively converting visitors to our website and customers who call into our call
centers into members for whom we receive commissions, our business and operating results would be harmed.
• We depend upon Internet search engines and social media platforms to attract a significant portion of the consumers
who visit our website, and if we are unable to effectively advertise on search engines or social media platforms on a
cost-effective basis, our business and operating results would be harmed.
• We rely significantly on marketing partners and our business and operating results would be harmed if we are unable to
maintain effective relationships with our existing marketing partners or if we do not establish successful relationships
with new marketing partners.
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•
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Our future operating results are likely to fluctuate and could fall short of expectations.
The marketing and sale of Medicare plans are subject to numerous, complex and frequently changing laws, regulations
and guidelines, and non-compliance with or changes in laws, regulations and guidelines could harm our business,
operating results and financial condition.
Changes and developments in the health insurance industry or system as a result of health care reform could harm our
business, operating results and financial condition.
Our success in selling health insurance is dependent in part on the actions of federal and state governments. Changes in
the laws and regulations governing the offer, sale and purchase of health insurance could harm our business and
operating results.
Our business is subject to security risks and, if we experience cyberattacks, security breaches or are otherwise unable to
safeguard the security and privacy of confidential data, including personal health information, our business will be
harmed.
Our operating results will be impacted by factors that impact our estimate of the constrained lifetime value, or LTV, of
commissions per approved member.
The closing of the financing transaction with the purchaser of our Series A preferred stock is subject to terms and
conditions, many of which are outside our control. We may experience delays and difficulties with the closing of the
transaction and no assurance can be given that it will close. The failure to close the financing transaction would
adversely impact our liquidity and our financial condition.
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Forward-Looking Statements
In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words
“expect,” “anticipate,” “believe,” “estimate,” “target,” “goal,” “project,” “hope,” “intend,” “plan,” “seek,” “continue,”
“may,” “could,” “should,” “might,” “forecast,” and variations of such words and similar expressions are intended to identify
such forward-looking statements. These statements include, among other things, statements regarding our expectations relating
to approved members, new paying members, online enrollments and estimated membership; our estimates regarding the
constrained lifetime value of commissions and commissions receivable; our expectations relating to revenue, operating costs,
cash flows and profitability; our expectations regarding our strategy and investments; our expectations regarding our Medicare
business, including market opportunity, consumer demand and our competitive advantage; our expectations regarding our
individual and family business, including anticipated trends and our ability to enroll individuals and families into qualified
health plans; the impact of future and existing laws and regulations on our business; the expected impact of the COVID-19 on
our business; our expectations regarding commission rates, payment rates, conversion rates, plan termination rates and
duration, membership retention rates and membership acquisition costs; our ability to improve customer engagement and
retention; our expectations regarding our ability to hire, retain, train and ensure the productivity of our health insurance agents;
our expectations relating to the seasonality of our business; expected competition from government-run health insurance
exchanges and other sources; our expectations relating to marketing and advertising expense and expected contributions from
our online marketing and strategic partnership channels; the timing of our receipt of commission and other payments; our
critical accounting policies and related estimates; liquidity and capital needs; political, legislative, regulatory and legal
challenges; the merits or potential impact of any lawsuits filed against us; as well as other statements regarding our future
operations, financial condition, prospects and business strategies.
We have based these forward-looking statements on our current expectations about future events. These statements are
not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Our actual
results may differ materially from those suggested by these forward-looking statements for various reasons, including our ability
to retain existing members and enroll new members during the annual healthcare open enrollment period, the Medicare annual
enrollment period and a COVID-19-related or other special enrollment period; changes in laws, regulations and guidelines,
including in connection with healthcare reform or with respect to the marketing and sale of Medicare plans; competition from
government-run health insurance exchanges and other sources; the seasonality of our business and the fluctuation of our
operating results; our ability to accurately estimate membership, lifetime value of commissions and commissions receivable;
changes in product offerings among carriers on our ecommerce platform and the resulting impact on our commission revenue;
our ability to execute on our growth strategy in the Medicare market; the continued impact of the COVID-19 pandemic on our
operations, business, financial condition and growth prospects, as well as on the general economy; changes in our management
and key employees; exposure to security risks and our ability to safeguard the security and privacy of confidential data; our
relationships with health insurance carriers; customer concentration; our success in marketing and selling health insurance
plans and our unit cost of acquisition; our ability to hire, train, retain and ensure the productivity of licensed health insurance
agents and other employees; changes in the market for private health insurance; consumer satisfaction of our service; changes in
member conversion rates; changes in commission rates; our ability to sell qualified health insurance plans to subsidy-eligible
individuals and to enroll subsidy-eligible individuals through government-run health insurance exchanges; our ability to
maintain and enhance our brand identity; our ability to derive desired benefits from investments in our business, including
membership growth and retention initiatives; reliance on marketing partners; the impact of our direct-to-consumer email,
telephone and television marketing efforts; timing of receipt and accuracy of commission reports; payment practices of health
insurance carriers; dependence on our operations in China; the restrictions in our debt obligations; the restrictions in our
investment agreement with H.I.G, compliance with insurance and other laws and regulations; the outcome of litigation in which
we are involved; and the performance, reliability and availability of our information technology systems, ecommerce platform
and underlying network infrastructure and those identified under the heading “Risk Factors” in Part II, Item 1A. of this report
and those discussed in our other Securities and Exchange Commission filings. Given these risks and uncertainties, you are
cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this
report are made only as of the date hereof. Except as required by applicable law, we do not undertake, and specifically decline,
any obligation to update any of these statements or to publicly announce the results of any revisions to any forward-looking
statements, whether as a result of new information, future events, changes in assumptions or otherwise.
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PART I
ITEM 1.
BUSINESS
Overview
We are a leading health insurance marketplace with a technology and service platform that provides
consumer engagement, education and health insurance enrollment solutions. Our mission is to connect every person
with the highest quality, most affordable health insurance and Medicare plans for their life circumstance. Our
platform integrates proprietary and third-party developed educational content regarding health insurance plans with
decision support tools to aid consumers in what has traditionally been a confusing and opaque purchasing process
and to help them obtain the health insurance product that meets their individual health and economic needs. Our
omnichannel consumer engagement platform enables consumers to use our services online, through interactive chat,
or by telephone with a licensed insurance agent. We have created a marketplace that offers consumers a broad
choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part
D prescription drug, individual and family, small business and other ancillary health insurance products from over
200 health insurance carriers across all fifty states and the District of Columbia. We strive to be the most trusted
partner to the consumer in their life’s journey through the health insurance market. We were incorporated in
Delaware in November 1997.
Our shift toward the health insurance market for Medicare eligible individuals has enabled us to mitigate
the impact of the Patient Protection and Affordable Care Act, or Affordable Care Act, on our business, which among
other things, established competing government exchanges that offer non-Medicare, Affordable Care Act-compliant
individual and family health insurance plans.
We operate our business in two segments: (1) Medicare, and (2) Individual, Family and Small Business.
Our Medicare segment represents the majority of our business and constituted approximately 89% of our revenue in
2020. We derive the majority of our revenues from commission payments paid to us by health insurance carriers
related to insurance plans that have been purchased by members who used our services. Our platform and services
are free to the consumer, and we are not responsible for the payment of consumer health insurance claims.
Our focus on marketing of Medicare-related health insurance products has enabled our business to benefit
from (1) strong demographic trends, with 10,000 people on average turning 65 every day over the next ten years, (2)
the increasing proportion of the Medicare eligible population that is choosing commercial insurance solutions rather
than obtaining healthcare through the original Medicare program, and (3) the growing consumer demand for online
tools to compare and enroll in Medicare related health insurance plans.
In January 2018, we completed our acquisition of Wealth, Health and Life Advisors, LLC, more commonly
known as GoMedigap, a technology-enabled provider of Medicare Supplement enrollment services. GoMedigap has
built a leading consumer acquisition and engagement platform focused on meeting the Medicare Supplement
insurance needs of its individual consumer with a technology-enabled, consumer-centric approach that aligns with
our mission and operations. This strategic acquisition enhanced our presence in the Medicare Supplement market,
put us in a stronger position with health insurance carriers and strategic partners and helped us to accelerate our
Medicare plan enrollment growth.
In January 2019, we entered into an underwriting agreement with RBC Capital Markets, LLC and Credit
Suisse Securities (USA) LLC as representatives of the several underwriters to issue and sell a total of 2,760,000
shares of our common stock in a public offering, which total 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, for total net
proceeds of $126.2 million, after deducting underwriting discounts, commissions and offering expenses.
In March 2020, we entered into an underwriting agreement to issue and sell a total of 2,070,000 shares of
our common stock, which total included the exercise in full of the underwriters’ option to purchase 270,000
additional shares of common stock, at a price to the public of $115.00 per share. Net proceeds from the offering
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were approximately $228.0 million after deducting underwriting discounts, commissions and expenses of the
offering.
On February 17, 2021, we entered into an investment agreement with Echelon Health SPV, LP, an
investment vehicle of H.I.G. Capital (“H.I.G.”), pursuant to which we have agreed to sell to H.I.G. at closing,
2,250,000 shares of our newly designated Series A preferred stock, par value $0.001 per share, at an aggregate
purchase price of $225.0 million (the “Private Placement”). The Private Placement is subject to closing conditions,
including, among others: (i) the expiration or early termination of the waiting period (and any extension thereof)
applicable to the consummation of the Private Placement under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended; (ii) the confirmation by Nasdaq that it has no objection to the terms and conditions of the
Private Placement; and (iii) the determination that consummation of the Private Placement would not cause our
outside auditor to no longer be deemed independent under the rules and regulations of the Securities and Exchange
Commission or the Public Company Accounting Oversight Board. The parties have agreed to cooperate with each
other and use reasonable best efforts to promptly take such actions to cause the closing conditions to be satisfied as
promptly as reasonably practicable.
Available Information
We make available free of charge on the Investor Relations page of our web site (ir.ehealthinsurance.com)
our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements,
and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and
Exchange Commission, or the SEC. The SEC also maintains an Internet website (www.sec.gov) that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC. The information that can be accessed on or through our websites is not part of this Annual Report on Form 10-
K.
Our Business Model
Our management evaluates our business performance and manages our operations in the following two
segments:
Medicare Segment
Through a combination of demand generation strategies, we actively market, a large selection of Medicare-
related health insurance plans, and to a lesser extent, ancillary products such as dental and vision insurance, to our
Medicare-eligible consumers. Our Medicare ecommerce platform, which can be accessed through our websites
(www.eHealthMedicare.com, www.Medicare.com, www.PlanPrescriber.com and www.GoMedigap.com), and
telephonic enrollment capabilities enable consumers to research, compare and purchase Medicare-related health
insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans.
To the extent that we assist in the sale of Medicare-related insurance plans as a health insurance agent, either online
or telephonically, we generate revenue as a result of commissions we receive from health insurance carriers. In
the first effective plan year of a Medicare Advantage and Medicare Part D prescription drug plan, after the health
insurance carrier approves the application, 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
prescription drug plan issued to the member, we may receive a higher commission amount that covers a full twelve-
month period, regardless of the month the plan was effective. Beginning with and subsequent to the second plan
year, we typically receive fixed, monthly commissions for Medicare Advantage plans and fixed, annual
commissions for Medicare Part D prescription drug plans. We are paid commissions for Medicare Advantage and
Medicare Part D prescription drug plans for which we are the broker of record, typically until either the plan is
cancelled or we otherwise do not remain the agent on the plan. Commission payments we receive for Medicare
Supplement plans sold by us typically are a percentage of the premium on the plan and are paid to us monthly until
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either the plan is cancelled or we otherwise do not remain the agent on the plan. Medicare Advantage and Medicare
Part D prescription drug plan pricing is approved by the Centers for Medicare and Medicaid Services, or CMS, an
agency of the United States Department of Health and Human Services, and is not subject to negotiation or
discounting by health insurance carriers or our competitors. Similarly, Medicare Supplement plan pricing is set by
the health insurance carrier and approved by state regulators and is not subject to negotiation or discounting by
health insurance carriers or our competitors.
Individual, Family and Small Business Segment
We actively market individual and family health insurance and small business health insurance plans
through our ecommerce platform, which can be accessed through our websites (www.eHealth.com and
www.eHealthInsurance.com), and generate revenue as a result of commissions we receive from health insurance
carriers whose health insurance plans are purchased through us, as well as commission override payments we
receive for achieving sales volume thresholds or other objectives. In addition, we market a variety of ancillary
products, including but not limited to, short-term limited duration, dental and vision plans. These ancillary products
are offered to individual and family and small business consumers and are also sold on a standalone basis. The
commission payments we receive for individual and family, small business and ancillary health insurance plans are
either a percentage of the premium consumers pay for those plans or a flat amount per member per month, and vary
depending on the carrier that is offering the plan, the state where the plan was sold and the size of the small
business. Commission payments are typically made to us on a monthly basis until either the plan is cancelled or we
otherwise do not remain the agent on the plan. Health insurance pricing, which is set by the health insurance carrier
and approved by state regulators, is not subject to negotiation or discounting by health insurance carriers or our
competitors.
Non-Commission Revenue Sources
Within our two operating segments, we earn commission revenue, as well as non-commission revenue, or
other revenue, which includes online sponsorship and advertising, lead referral, and technology licensing revenue.
Online Sponsorship and Advertising. We generate revenue from our sponsorship and advertising program
that allows carriers to purchase advertising space for non-Medicare products on our website and Medicare plan
related advertising on separate websites that we develop, host and maintain. In addition, in connection with our
Medicare plan advertising program, we may engage in other marketing activities. In return for our services, we
typically are paid either a flat amount, a monthly amount, or, in our individual and family health insurance
sponsorship advertising program, a performance-based fee based on metrics such as submitted health insurance
applications.
Lead Referrals. We generate revenue from the sale of Medicare-related and individual and family health
insurance leads generated by our ecommerce platforms and our marketing activities.
Technology Licensing. We generate revenue from licensing the use of our health insurance ecommerce
technology. Our technology platform enables health insurance carriers to market and distribute health insurance
plans online. Health insurance carriers that license our technology typically pay us implementation fees and
performance-based fees that are based on metrics such as submitted health insurance applications.
Additional financial information about our company is included in Part II, Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations and Item 8, Financial Statements and
Supplementary Data, of this Annual Report on Form 10-K.
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Industry Background
The purchase and sale of health insurance have historically been complex, time-consuming and paper-
intensive processes. The complexity can make it difficult to make informed health insurance decisions. In addition,
the human errors that arise from traditional paper-intensive distribution have historically resulted in a high number
of incomplete and inaccurate applications being submitted to health insurance carriers. These incomplete and
inaccurate paper applications often result in back-and-forth communications, delay and additional costs. The
Internet’s convenient, information-rich and interactive nature offers the opportunity to provide consumers with more
organized up-to-date information, a broader choice of plans and a more efficient and accurate process than have
typically been available from traditional health insurance distribution channels. We believe that over time the
Internet will become an increasingly important channel for researching and enrolling into health insurance plans,
similar to other consumer-focused industries such as travel, financial services and shopping.
Medicare is a federal program that provides persons sixty-five years of age and over, and some persons
under the age of sixty-five who meet certain conditions, with hospital and medical insurance benefits. Medicare
beneficiaries choose between Medicare Fee-For-Service and Medicare Advantage plans. Medicare Fee-For-Service
is a government plan where the consumer is responsible for select health care related payments with no limit on out-
of-pocket expenses. To increase coverage, Medicare Fee-For-Service beneficiaries can purchase commercially
offered Medicare Supplement plans. Medicare Advantage is an alternative to Medicare Fee-For-Service. CMS
contracts with private health insurance carriers under the Medicare Advantage and Medicare Part D prescription
drug programs. Under these programs, the government pays health insurance carriers per enrollee to cover health
care expenses rather than the government making payments directly to providers under Medicare Fee-For-Service.
Medicare Advantage plans are required to cover the same services as Medicare Fee-For-Service and usually cover a
variety of other health care services and include a cap on out-of-pocket spending for the consumer.
Individual and family products are typically purchased by consumers under 65 years of age that do not have
coverage through their employer. Small business group health insurance addresses the health insurance needs of
businesses with 100 or fewer employees, although we have chosen to focus on employer groups of 20 or fewer
employees. Individual, family and small business health insurance has historically been sold by independent
insurance agents and, to a lesser degree, directly by insurance companies. Many of these agents are self-employed or
part of small agencies, and they typically service only their local communities. In addition, many of these agents sell
health insurance from a limited number of insurance carriers (in some cases only one), resulting in a reduced
selection of plans for the consumer.
Our Growth Strategy
We believe our consumer engagement platform and approach to bringing value to consumers is unique in
the health insurance market and creates significant opportunities for growth in our core Medicare business and in
other areas of the health insurance market. We intend to pursue the following strategies to further advance our
business.
Increase Medicare Membership and Commission Revenue
We intend to enroll additional Medicare Advantage, Medicare Supplement, and Medicare Part D
prescription drug plan members for our commercial carrier partners. In addition to the expansion of the Medicare-
eligible population, a significantly large number of Medicare-eligible individuals have insufficient coverage or a
suboptimal plan for their circumstances. We believe that our platform of proprietary content, decision support tools
and enrollment solutions and go-to-market strategies in direct-to-consumer and partner channels, can allow us to
reach a large portion of this underserved market and grow our membership and revenue more rapidly than the
overall Medicare market.
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Enhance Post-Enrollment Consumer Engagement and Increase Customer Retention
In 2020, we implemented a comprehensive customer retention program in our Medicare business. At the
core of the program is a proactive post-enrollment engagement as customers start utilizing their Medicare policies.
This engagement is achieved through a combination of agent and technology-driven initiatives. We are also
enhancing our consumer experience, both online and telephonically, to simplify and encourage the use of our
platform for future enrollments and further increase the accuracy of plan recommendations. Our goal is to not only
drive higher retention rates for our existing Medicare customers but also increase the contribution from repeat
customers to our new enrollments. We believe that increased consumer engagement and customer retention will
have a positive impact on our revenue as well as lower our marketing, customer care and enrollment costs.
Increase Online Enrollment to Improve Margins and Enhance Operating Leverage
We view our consumer engagement platform as unique in the Medicare market and attractive to the
growing number of Medicare beneficiaries who prefer to research, compare and purchase health insurance online
through a hybrid process with partial agent assistance. We believe that over time the Internet will become an
increasingly important channel for researching and enrolling into health insurance plans allowing us to capture a
growing share of the Medicare distribution market. The percentage of members who submit applications for
Medicare Advantage and Medicare Supplement products online, including fully unassisted and partially agent
assisted online enrollments, has substantially increased from 16% in 2018 to 27% in 2019 to 37% in 2020. We are
able to scale growth more rapidly and at an incrementally lower cost basis though our online platform, which we
expect will significantly reduce our investments in call center operations over time.
Expand Our Strategic Relationships
The value of our consumer engagement and enrollment solution platform allows us to work closely with
strategic partners in the health care market to leverage their relationships with consumers. We expect to increase the
contribution to total Medicare enrollments from this effective demand generation channel which has shown a
positive impact on consumer engagement and increased member retention. In 2020, we had strategic relationships
with each of the top four retail pharmacies in the United States, a growing network of leading hospital systems in the
United States and with select financial and affinity marketing organizations to expand the availability of our
platform to more consumers. Through greater data integration, co-branding and further investments to improve the
consumer experience with our platform, we believe that we can create significant value for each of our partners and
further expand our partner relationships.
Acquire Capabilities that Leverage our Consumer Engagement Platform
We intend to pursue strategic relationships or acquisitions that expand our platform, provide additional
capabilities or enable us to access adjacent markets within the broader health insurance and related consumer facing
segments of the healthcare industry. We acquired GoMedigap in January 2018 to help us expand our presence and
engagement capabilities in the Medicare Supplement market.
Our Platforms and Technology
Our ecommerce platforms and consumer engagement solutions are built to provide market leading
information, decision support and transactional services to a broad group of health insurance consumers across the
country while prioritizing accessibility to health insurance. Our ecommerce platforms organize and present
voluminous and complex health insurance information in an objective format that empowers individuals, families
and small businesses to research, analyze, compare and purchase a wide variety of health insurance plans.
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Elements of our platforms include:
New Customer Center. We launched our Customer Center in September 2020. The Customer Center
enables members to create a secure personal profile that stores their prescription drug regimen, preferred doctors and
pharmacies, current coverage, and other relevant data and make this data available to the member and our licensed
agents that they contact. Our members who enroll by phone can also access this new online experience. After
members create a Customer Center account, our technology will import details provided to an agent over telephone
to the account. The following are important benefits of our Customer Center:
•
•
•
Empowers Medicare beneficiaries to take control of their personal information – Our Customer Center
will put our members in the driver’s seat by helping them track and update the information they will need
when it is time to reconsider their coverage options.
Identification of Medicare plan options – With their personal information easily accessible online and to
our agents, it is easier for shoppers to find the best plan options for their personal needs and budget and also
incentivizes them to return to us when their needs change.
Drives retention through communication – Our Customer Center allows beneficiaries to track the status of
their applications over time and connects them with us if they have questions.
Plan Comparisons and Recommendations. We offer online comparison and recommendation tools that
process and simplify voluminous health insurance information according to each consumer's specific insurance need.
Our ecommerce platform enables consumers to compare and personalize health insurance options based on plan
characteristics such as price, plan type, coverage limits, deductible amount, co-payment amount, and in-network and
out-of-network benefits. After entering relevant information on our website, our platforms allow consumers to
instantly receive a list of applicable health insurance plans and rate and benefit information in an easy-to-understand
format.
Online Application and Enrollment Forms. Health insurance applications vary widely by carrier and
state. Our proprietary application tool allows us to capture each insurance application’s unique business rules and
build a corresponding online application. Our online application process offers our consumers significant
improvements over the traditional, paper-intensive application process. It employs dynamic business logic to help
individuals and families complete the application and enrollment forms correctly in real-time. This reduces delay
resulting from application rework, a significant problem with traditional health insurance distribution, where
incomplete applications are mailed back and forth between the consumer, the traditional agent and the carrier. We
further simplify the enrollment process by accepting electronic signature.
Customer and Carrier Data Interchange. Our digital data interface technology integrates our online
application process with health insurance carriers’ technology systems, enabling us to electronically deliver our
consumers’ applications to health insurance carriers. Our digital interface technology also expedites the loading of
insurance product inventory in to our various shopping experiences and accelerates the application process by
eliminating manual delivery. We also receive alerts and data from carriers, such as notification of approval or a
request from a carrier for a consumer’s medical records for underwriting purposes, which we then relay
electronically to the consumer. These features of our service help prevent applications from becoming delayed or
rejected through inactivity of the consumer or the carrier.
Call Center Technology Systems. Our proprietary agent-assist management systems enable us to provide a
full range of customer service tasks in an efficient and personalized manner while complying with Medicare and
health insurance regulatory requirements. Call center agents have script-on-screen tools that align to health insurance
needs and leverage a common back office platform that powers our direct-to-consumer shopping experience. Data
science driven algorithms are used to route and match call center agents with the right training and experience to
certain consumers. These systems also have customer relationship management tools that can track each consumer
throughout the application process, obtain real-time updates from the carrier, generate automated emails specific to
each consumer and access a cross-sell engine and dashboard to identify and track cross-sell opportunities. Our auto-
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email system is feature-rich with HTML capability, customizable merge tags, granular segmentation and tracking
capability.
Customer Data Platform. We have developed proprietary recommendation algorithms that are carrier
agnostic and are designed based on the several million customer assistance encounters we have facilitated.
Carrier Relationships
We have developed strategic relationships with leading health insurance carriers in the United States,
enabling us to offer thousands of health insurance plans online. We have relationships with a large number
of Medicare-related, individual and family, small business and ancillary health insurance plan carriers, including
large national carriers and well-established regional carriers. Many of these major carriers have been selling their
products through us for over ten years. In many cases, we have back-office integration with major carriers allowing
us to submit applications efficiently and cost-effectively, which is an area of competitive differentiation for our
business. 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. Health insurance carriers often have the
ability to terminate or amend our agreements unilaterally on short notice, including provisions in our agreements
relating to our commission rates.
Marketing
We focus on building brand awareness, increasing Medicare, individual, family and small business
customer visits to our websites and telephonic sales centers and converting these visitors into members. Our
marketing initiatives are varied and numerous. They include:
Direct Marketing. Our direct member acquisition channel consists of consumers who call our call centers
directly or access our website addresses (www.eHealth.com, www.eHealthInsurance.com, www.Medicare.com,
www.eHealthMedicare.com, www.PlanPrescriber.com and www.GoMedigap.com) either directly or through
algorithmic search listings on Internet search engines and directories. Our direct marketing programs include direct
mail, email marketing, search engine optimization, and television, radio and print advertising.
Online Advertising. Our online advertising member acquisition channel consists of consumers who access
our website or call centers through paid keyword search advertising from search engines such as Google, Bing and
Yahoo!, paid social platforms like Facebook, as well as various Internet marketing programs such as display
advertising and retargeting campaigns. Our online advertising programs are delivered across all Internet-enabled
devices, including desktop computers, tablet computers and smart phones.
Marketing Partners. Our marketing partner member acquisition channel consists of consumers who access
our website and call centers through a network comprised of hundreds of partners that drive consumers to our
ecommerce platform and call centers. These partners include health care industry participants, such as insurance
carriers; affiliate organizations; online advertisers and content providers that are specialists in paid and unpaid
(algorithmic) search, as well as specialists in other types of Internet marketing; pharmacies and hospital networks;
financial and online services partners in industries such as banking, insurance and mortgage; and off-line lead
generators who specialize in traditional direct marketing channels, such as direct mail and television advertising.
Technology and Content
We have a technology and content team that is responsible for ongoing enhancements to the features and
functionality of our ecommerce platform, which we believe are critical to maintaining our technology leadership
position in the industry. A large number of our technology and content employees are located in our subsidiary in
Xiamen, China. There are many risks associated with having an operation and doing business in China. Information
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regarding risks involving our operations in China is included in Part I, Item 1A, Risk Factors, of this Annual Report
on Form 10-K.
Government Regulation and Compliance
We distribute health insurance plans in all 50 states and in the District of Columbia. The health insurance
industry is heavily regulated. Each of these jurisdictions has its own rules and regulations relating to the offer and
sale of health insurance plans, typically administered by a department of insurance. State insurance departments
have administrative powers relating to, among other things: regulating premium prices; granting and revoking
licenses to transact insurance business; approving individuals and entities to which, and circumstances under which,
commissions can be paid; regulating advertising, marketing and trade practices; monitoring broker and agent
conduct; and imposing continuing education requirements. We are required to maintain valid life and/or health
agency and/or agent licenses in each jurisdiction in which we transact health insurance business.
In addition to state regulations, we also are subject to federal laws, regulations and guidelines issued by
CMS that place a number of requirements on health insurance carriers and agents and brokers in connection with the
marketing and sale of Medicare Advantage and Medicare Part D prescription drug plans. We are subject to similar
requirements of state insurance departments with respect to our marketing and sale of Medicare Supplement plans.
Medicare plans are not generally able to be purchased outside of an annual enrollment period that occurs in the
fourth quarter of the year, subject to exception for individuals aging into Medicare eligibility and for individuals
who qualify for a special enrollment period as a result of certain qualifying events. In addition, Medicare Advantage
plan enrollees may enroll in another Medicare Advantage plan or disenroll from their Medicare Advantage plan and
return to original Medicare during the Medicare Advantage open enrollment period that occurs in the first quarter of
the year. CMS and state insurance department regulations and guidelines include a number of prohibitions regarding
the ability to contact Medicare-eligible individuals and place many restrictions on the marketing of Medicare-related
plans. For example, our health insurance carrier partners are required to file with CMS and state departments of
insurance certain of our websites, our call center scripts and other marketing materials we use to market Medicare-
related plans. In some instances, CMS or state departments of insurance must approve the material before we use it.
In addition, the laws and regulations applicable to the marketing and sale of Medicare-related plans are ambiguous,
complex and, particularly with respect to regulations and guidance issued by CMS for Medicare Advantage and
Medicare Part D prescription drug plans, change frequently.
In March 2010, the Affordable Care Act and related amendments in the Health Care and Education
Reconciliation Act were signed into law. The Affordable Care Act has primarily impacted our business of selling
individual, family, and small business insurance plans. Among several other provisions, these laws and the
regulations implementing them included a mandate requiring individuals to maintain health insurance or face tax
penalties, which was repealed effective in 2019; a mandate that certain employers offer and contribute to their
employees’ group health insurance coverage or face tax penalties if they do not do so; prohibitions against insurance
companies using pre-existing health conditions as a reason to deny an application for health insurance; requirements
for minimum individual and small business health insurance benefit levels, including prohibitions on lifetime
coverage limits and limitations on annual coverage limits; medical loss ratio requirements that require each health
insurance carrier to spend a certain percentage of their premium revenue on reimbursement for clinical services and
activities that improve health care quality; establishment of state and/or federal health insurance exchanges to
facilitate access to, and the purchase of, health insurance; Medicaid expansion so that a greater number of
individuals will be insured under Medicaid programs; and subsidies and cost-sharing credits to make health
insurance more affordable for those below certain income levels.
The Affordable Care Act also established annual open enrollment periods for the purchase of individual
and family health insurance. Individuals and families generally are not able to purchase individual and family health
insurance outside of the annual 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. Moreover,
in order to be eligible for a subsidy, qualified individuals must purchase subsidy-qualifying health plans, known as
qualified health plans, through a government-run health insurance exchange during the open enrollment period or a
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special enrollment period. While they are not required to do so, government-run exchanges are permitted to allow
agents and brokers to enroll individuals and families into qualified health plans through them. The Federally
Facilitated Marketplace, or FFM, run by CMS operated some part of the health insurance exchange in 38 states
during the last health care open enrollment period. Our enrollment of individuals and families into qualified health
plans to date has generally occurred through the FFM.
We are subject to various federal and state privacy and security laws, regulations and requirements. These
laws govern our collection, use, disclosure, protection and maintenance of the individually-identifiable information
that we collect from consumers. For example, we are subject to the Health Insurance Portability and Accountability
Act, or HIPAA. HIPAA and regulations adopted pursuant to HIPPA require us to maintain the privacy of
individually-identifiable health information that we collect on behalf of health insurance carriers, implement
measures to safeguard such information and provide notification in the event of a breach in the privacy or
confidentiality of such information. In addition, we have entered into contracts with health insurance carriers and
others regarding the collection, maintenance, protection, use, transmission, disclosure or disposal of sensitive
personal information. The use and disclosure of certain data that we collect from consumers is also regulated in
some instances by other federal laws, including the Gramm-Leach-Bliley Act, or GLBA, and state statutes
implementing GLBA, which generally require brokers to provide customers with notice regarding how their non-
public personal health and financial information is used and the opportunity to “opt out” of certain disclosures
before sharing such information with a third party, and which generally require safeguards for the protection of
personal information. We regularly assess our compliance with privacy and security requirements. These
requirements are evolving, and states are beginning to adopt additional requirements, such as the California
Consumer Privacy Act, which went into effect January 1, 2020, which establishes, among other things, new privacy
rights for California residents such as the right to know what personal information has been collected about them,
how we use and disclose this information and the right to request deletion of that information. In addition to
government action, health insurance carrier expectations relating to privacy and security protections are increasing
and evolving. We have incurred significant costs to develop new processes and procedures and to adopt new
technology in an effort to comply with privacy and security laws and regulations and carrier expectations and to
protect against cyber security risks and security breaches. We expect to continue to do so in the future. Violations of
federal and state privacy and security laws and other contractual requirements may result in significant liability and
expense, damage to our reputation or termination of relationship with government-run health insurance exchanges
and our members, marketing partners and health insurance carriers.
Intellectual Property
We rely on a combination of trademark, copyright and trade secret laws in the United States and other
jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our proprietary technology
and our brand. We also have filed patent applications that relate to certain of our technology and business processes.
Competition
The market for selling health insurance plans is highly competitive. Our competitors include government
entities, including government-run health insurance exchanges; health insurance carriers; other health insurance
agents and brokers; and companies that use the Internet and other means to attract individuals interested in
purchasing health insurance and generate revenue by referring these individuals to us or one of our competitors.
Other agents and brokers. We compete with agents and brokers who offer and sell health insurance plans
utilizing traditional offline distribution channels as well as the Internet. Our current competitors include the tens of
thousands of local insurance agents across the United States who sell health insurance plans in their communities. A
number of these agents operate websites and provide an online shopping experience for consumers interested in
purchasing health insurance. In addition, there are a number of direct-to-consumer Medicare platforms that generate
demand through a combination of online and traditional marketing channels and fulfill it through their call center
operations.
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Government. In connection with our marketing of Medicare related health insurance plans, we compete
with the federal government’s original Medicare program. CMS also offers Medicare plan online enrollment,
information and comparison tools and has established call centers for the sale of Medicare Advantage and Medicare
Part D prescription drug plans. CMS has regulatory authority over the Medicare Advantage and Medicare Part D
prescription drug program and can influence the competitiveness of Medicare Advantage and Medicare Part D
prescription drug plans compared to the original Medicare program, as well as the compensation that health
insurance carriers are allowed to pay us.
Insurance carriers. Many health insurance carriers directly market and sell their plans to consumers
through call centers and their own websites. Although we offer health insurance plans for many of these carriers,
they also compete with us by offering their plans directly to consumers and, to a much lesser extent, to small
businesses. Health insurance carriers have become more experienced in marketing their products directly to
consumers, both over the Internet and through more traditional channels, which has resulted in increased
competition.
Internet marketers and other advertisers. There are many internet marketing companies and other
advertisers that use the Internet and other means to find consumers interested in purchasing health insurance and are
compensated for referring those consumers to agents and health insurance carriers. We compete with these
companies for individuals who are looking to purchase health insurance.
Seasonality
The majority of our commission revenue is recognized in the fourth quarter of each calendar year under
Accounting Standards Codification, Revenue from Contracts with Customers (ASC 606), which we adopted using
the full retrospective transition method on January 1, 2018. We have historically sold a significant portion of
Medicare plans for the year in the 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. During 2020, 2019, and 2018, 57%, 63%, and 61%, respectively, of our Medicare
plan-related applications were submitted during the fourth quarter. As a result, we generate a significant portion of
our commission revenues related to new Medicare plan-related enrollments in the fourth quarter.
Beginning January 1, 2019, CMS revived the Medicare Advantage open enrollment period during which
Medicare Advantage plan enrollees may enroll in another Medicare Advantage plan or disenroll from their Medicare
Advantage plan and return to original Medicare. The Medicare Advantage open enrollment period is scheduled to
occur between January 1 and March 31 of each year. As a result, we expect to generate higher commission revenue
in the first quarter compared to the second and third quarters.
The annual open enrollment period for individual and family health insurance also takes place in the fourth
quarter of the calendar year, resulting in seasonality of individual and family plan submitted applications volume.
During 2020, 2019, and 2018, 56%, 57%, and 64%, respectively, of our individual and family plan-related
applications were submitted during the fourth quarter. As a result, we generate a significant portion of our
commission revenues related to individual and family plan-related enrollments in the fourth quarter.
Our marketing and advertising expenses are typically lower in each of our first through third quarters
compared to the fourth quarter. We incur a significant portion of our marketing and advertising expenses in the
fourth quarter as a result of the Medicare annual enrollment period and the open enrollment period under the
Affordable Care Act. We expect this seasonal trend in marketing and advertising expenses to continue in 2021.
In preparation for the Medicare annual enrollment period during 2020, 2019, and 2018, and to a lesser
extent the open enrollment period for individual and family health insurance plans during the same periods, we
began increasing our customer care center staff during the third and fourth quarters to handle the anticipated
increased volume of health insurance transactions, which resulted in higher customer care and enrollment expenses
in the third and fourth quarters. Historically, a significant portion of the seasonal increase in customer care center
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staffing was through the utilization of vendors that employ their own health insurance agents. Going forward, we
plan to shift to a predominantly internal agent model and will employ and maintain the majority of our health
insurance agent force year-round. We expect to increase our internal agents' utilization outside of the enrollment
periods by expanding our offerings of ancillary products and increasing our outbound calling efforts. In addition, we
are planning to enhance our new agent onboarding and training program and commence these processes earlier in
the second quarter of the year. As a result, we expect to incur increased employee costs beginning earlier in 2021
and reduced outsourced vendor agent costs during the fourth quarter AEP season. We believe the earlier investments
in expanding our internal team will enable stronger execution during the fourth quarter AEP season of 2021.
Human Capital Resources
As of December 31, 2020, we had approximately 1,960 full-time employees, of which 1,190 were in
customer care and enrollment, 410 were in technology and content, 260 were in general and administrative, and
100 were in marketing and advertising. Of the 1,960 full-time employees, 275 were non-US employees based in our
China office. None of our U.S. employees are represented by a labor union. As required under Chinese law, the
employees in our Xiamen, China office established a labor union in January 2014. We have not experienced any
work stoppages and consider our employee relations to be strong.
We value our employees for their critical role in the success of our business. We focus on our culture and
maintain a generous benefits package for our employees to attract, motivate, and retain them. Health benefits we
offer are extended to all full-time employees. Our employee wellness benefits include mental health and financial
well-being benefits, including fertility assistance, a tuition reimbursement program, a student loan repayment
program, and financial counseling resources. During 2020, we implemented an employee stock purchase plan for
our U.S. employees which enables them to purchase shares of our common stock at a discount from market prices
and participate in equity ownership of us. We focus on diversity, equality, and inclusion and they form a part of our
culture and values. We recently formed a diversity and inclusion committee to identify ways in which we can further
support a culture of acceptance and inclusivity. We have also introduced expanded offerings for virtual employee
training to ensure our employees continue to develop their skills while working remotely.
Information Security
We are committed to maintaining information security through responsible management, appropriate use,
and protection in accordance with legal and regulatory requirements and our contractual relationships. Information
security is an integral part of our business, and we emphasize to every employee that information security is
“everyone’s responsibility.” We maintain an office of the chief information security officer, or CISO, focused on
information and systems technology and corporate governance to drive a common security framework practice. The
office of the CISO concentrates on technology, behaviors and safeguarding information from unauthorized or
inappropriate access, use, or disclosure. We utilize various industry recognized information security frameworks,
including Health Information Trust Alliance, National Institute of Standards and Technology, Payment Card
Industry Data Security Standard, CIS Controls, and CIS Benchmarks.
Climate Change
Though our direct environmental impact is limited, we believe that we all have a role to play in effectively
planning for, and mitigating the effects of, climate change. Therefore, we consider climate-related risks when
assessing our larger enterprise-level risks. We also consider how we can build upon our business model to reduce
environmental impacts, such as those associated with the use of paper for processing insurance applications.
Through the use of our online platforms, we have transformed a paper intensive health insurance application process
into an easy to use digital experience. As we continue to grow, we plan to select and design our offices in a manner
that promotes the health, well-being, and productivity of our workforce and consider the environmental impacts of
our facilities. For example, our Santa Clara office is located in a high performance building and adheres to a number
of sustainability requirements under local and California state guidance. We have extended our data tracking
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mechanisms to better understand our organizational footprint and to identify ways to further mitigate our impact on
the environment, including increasing the automation of our procurement activities.
ITEM 1A.
RISK FACTORS
In addition to other information in this Annual Report on Form 10-K and in other filings we make with the
Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our
business as they may have a significant impact on our business, operating results and financial condition. If any of
the following risks actually occurs, our business, financial condition, results of operations and future prospects
could be materially and adversely affected. Because of the following factors, as well as other variables affecting our
operating results, past financial performance should not be considered as a reliable indicator of future performance
and investors should not use historical trends to anticipate results or trends in future periods.
Risks Related to Our Business
If our ability to enroll individuals during enrollment periods is impeded or if investments we make in
enrollment periods do not result in the returns we expected when making those investments, our business,
operating results and financial condition would be harmed.
In an attempt to attract and enroll a large number of individuals during the Medicare annual enrollment
period and to a lesser extent, the Medicare Advantage open enrollment period and the health care reform open
enrollment period under the Affordable Care Act, we may invest in areas of our business, including technology and
content, customer care and enrollment, and marketing and advertising. We have in the past made investments in
areas of our business in advance of enrollment periods that have not yielded the results we expected when making
those investments. Any investment we make in any enrollment period may not result in a significant number of
approved and paying members or may not be as cost-effective as we anticipated. If it does not, or is not, our
business, operating results and financial condition would be harmed. If our ability to market and sell Medicare-
related health insurance and individual and family health insurance is constrained during an enrollment period for
any reason, such as technology failures, interruptions in the operation of our e-commerce or telephony platforms,
reduced allocation of resources, any inability to timely employ, license, train, certify and retain our employees and
our outsourced call centers and their health insurance agents to sell health insurance, we could acquire fewer
members, suffer a reduction in our membership, and our business, operating results and financial condition could be
harmed.
We may be unsuccessful in competing effectively against current and future competitors, including
government-run health insurance exchanges.
The market for selling health insurance plans is highly competitive. We compete with government-run
health insurance exchanges, among others, with respect to our sale of Medicare-related and individual and family
health insurance. The federal government operates a website where Medicare beneficiaries can purchase Medicare
Advantage and Medicare Part D prescription drug plans or be referred to carriers to purchase Medicare Supplement
plans. We also compete with the original Medicare program. The Affordable Care Act exchanges have websites
where individuals and small businesses can purchase health insurance, and they also have offline customer support
and enrollment capabilities. Our competitors also include local insurance agents across the United States who sell
health insurance plans in their communities, companies that advertise primarily through television, and companies
that operate websites that provide quote information or the opportunity to purchase health insurance online,
including lead aggregator services. Many health insurance carriers also directly market and sell their plans to
consumers through call centers, Internet advertising and their own websites. Although we offer health insurance
plans for many of these carriers, they also compete with us by offering their plans directly to consumers.
To remain competitive against our current and future competitors, we will need to market our services
effectively and continue to improve the online shopping experience and functionalities of our website and other
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platforms that our current and future customers may access to purchase health insurance products from us. If we
cannot predict, develop and deliver the right shopping experience and functionality in a timely and cost-effective
manner, or if we are not effective in cost-effectively driving a substantial number of consumers interested in
purchasing health insurance to our website and customer care centers, we may not be able to compete successfully
against our current or future competitors and our business, operating results and financial condition may be
adversely affected.
Some of our current and potential competitors have longer operating histories, larger customer bases,
greater brand recognition and significantly greater financial, technical, marketing and other resources than we do. As
compared to us, our current and future competitors may be able to undertake more extensive marketing campaigns
for their brands and services, devote more resources to website and systems development, negotiate more favorable
commission rates and commission override payments, and make more attractive offers to potential employees,
marketing partners and third-party service providers.
Competitive pressures from government-run health insurance exchanges and other competitors may result
in our experiencing increased marketing costs, decreased demand and loss of market share, increased health
insurance plan termination, reduction in our membership or revenue and may otherwise harm our business,
operating results and financial condition.
Our business may be harmed if we lose our relationship with health insurance carriers or our
relationship with health insurance carriers is modified.
We typically enter into contractual relationships with health insurance carriers that are non-exclusive and
terminable on short notice by either party for any reason. In many cases, health insurance carriers also may amend
the terms of our agreements unilaterally, including commission rates, on short notice. Carriers may be unwilling to
allow us to sell their existing or new health insurance plans, or desire to amend our agreements with them for a
variety of reasons, including for competitive or regulatory reasons, dissatisfaction with the economics of the
members that we place with them or because they do not want to be associated with our brand. The termination of
our relationship with a health insurance carrier, the reduction of commission rates, or the amendment of or change in
our relationship with a carrier could reduce the variety, quality and affordability of health insurance plans we offer,
cause a loss of commission payments, including commissions for past and/or future sales, cause a reduction in the
estimated constrained LTVs, we use for revenue recognition purposes, result in a loss of existing and potential
members, adversely impact our profitability or have other adverse impacts, which could harm our business,
operating results and financial condition.
Health insurance carriers can unilaterally amend the commission rates that they pay to us. For example,
given the significant losses that carriers sustained in connection with their sale of individual and family health
insurance as a result of health care reform, many health insurance carriers with which we have a relationship,
including large national health insurance carriers, reduced or eliminated our commissions for selling individual and
family health insurance, and in a limited number of cases, our renewal commissions. As a result, we experienced a
meaningful reduction in our average commission rates for our aggregate individual and family health insurance plan
membership. In addition, the reduction in contractual commission rates and these carriers’ desire to not sell
individual and family health insurance reduced the number of plans that we are able to offer on our websites, which
resulted in less consumer demand for the individual and family health insurance that we sell and a reduction in our
membership. In the future, health insurance carriers may decide to reduce our commissions, rely on their own
internal distribution channels to sell their own plans, determine not to sell their plans or otherwise limit or prohibit
us from selling their plans. In addition to reducing commission rates, health insurance carriers may determine to exit
certain states or increase premiums to a significant degree, which could cause our members’ health insurance to be
terminated or our members to purchase new health insurance or determine not to pay for health insurance at all. If
we lose these members, our business, operating results and financial condition could be harmed.
Our Medicare plan-related revenue is concentrated in a small number of health insurance carriers. The
success of our Medicare-related health insurance business depends upon our ability to enter into new and maintain
existing relationships with health insurance carriers on favorable economic terms. We expect that a small number of
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health insurance carriers will account for a significant portion of our revenue for the foreseeable future and any
impairment of our relationship with, or the material financial impairment of, these health insurance carriers could
adversely affect our business, operating results and financial condition.
We may also temporarily or permanently lose the ability to market and sell Medicare plans for one or more
of our Medicare plan carriers. The regulations applicable to the business of selling Medicare-related health insurance
are complex and frequently change. If we or our health insurance agents violate any of the requirements imposed by
CMS, state laws or regulations, a health insurance carrier may terminate our relationship or CMS may penalize a
health insurance carrier by suspending or terminating the carrier's ability to market and sell Medicare plans. Given
the concentration of our Medicare plan sales in a small number of carriers, if we lose a relationship with a health
insurance carrier to market their Medicare plans, even temporarily, or if the health insurance carrier loses its
Medicare product membership, our business, operating results and financial condition would be harmed.
Our financial results will be adversely impacted if our membership does not grow or if we are not able to
successfully retain our existing members and limit health insurance plan termination.
We receive commissions from health insurance carriers for health insurance plans sold through us. When
one of these plans is canceled, or if we otherwise do not remain the agent on the plan, we no longer receive the
related commission payment. Our members and/or health insurance carriers may choose to discontinue their health
insurance plans for a variety of reasons. Consumers may also purchase individual and family and Medicare-related
health insurance plans directly from other sources, such as our competitors, and we would not remain the agent on
the policy and receive the related commission. Medicare Advantage plan and Medicare Part D prescription drug plan
enrollees may select another plan during the Medicare annual enrollment period that occurs in the fourth quarter
every year. Medicare Advantage plan enrollees may also select another plan during the Medicare Advantage open
enrollment period that occurs in the first quarter of the year. In addition, certain individuals are permitted to enroll,
disenroll or change their Medicare Advantage or Medicare Part D prescription drug plans during special enrollment
periods. We experienced an increased attrition rate in our Medicare Advantage and Medicare prescription drug plan
membership in 2020 above historical levels prior to that time. While we have implemented measures to improve the
attrition rate, if our Medicare Advantage and other health insurance plan termination rates do not decline in
subsequent quarters, our business, operating results and financial condition would be harmed. In addition,
enrollment periods could cause us to further experience increased termination rates in the future, which could
adversely impact our business, operating results and financial condition.
Any decrease in the amount of time we retain our members on the health insurance plans that they
purchased through us could adversely impact the estimated constrained LTVs we use for purposes of recognizing
revenue, which would harm our business, operating results and financial condition. For example, our Medicare
Advantage plan and Medicare Part D prescription drug plan LTVs have been negatively impacted by increased plan
termination rates. While we have recently placed a stronger operational focus on member retention, there are no
assurances that investments we make to pursue retention initiatives will result in a decline in health insurance plan
termination rate and/or improvement in our constrained LTVs in the future. If we are not able to successfully retain
our existing members and limit health insurance plan termination, our business, operating results and financial
condition would be harmed. If we experience higher health insurance plan termination rates than we estimated when
we recognized commission revenue, we may not collect all of the related commissions receivable, which could
result in a reduction in LTV and a write-off of contract assets - commissions receivable, which would harm our
business, operating results and financial condition.
In addition, the growth of our membership is highly dependent upon our success in attracting new members
during the Medicare annual enrollment period and to a lesser extent, the Medicare Advantage open enrollment
period and the health care reform open enrollment period. The Medicare-related commission rates that we receive
may be higher in the first calendar year of a plan if the plan is the first Medicare-related plan issued to the member.
Similarly, the individual and family plan commission rates that we receive are typically higher in the first twelve
months of a policy. After the first twelve months, the commission rates generally decline significantly. As a result, if
we do not add a sufficient number of members to new plans, our business, operating results and financial condition
would be harmed.
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If we are not able to maintain and enhance our brand, our business and operating results will be
harmed.
We believe that maintaining and enhancing our brand identity is critical to our relationships with existing
members, marketing partners and health insurance carriers and to our ability to attract new members, marketing
partners and health insurance carriers. The promotion of our brand in these and other ways may require us to make
substantial investments and we anticipate that, as our market becomes increasingly competitive, these branding
initiatives may become increasingly difficult and expensive. Our brand promotion activities may not be successful or
yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not
offset the expenses we incur and our operating results could be harmed. If we do not successfully maintain and
enhance our brand, our business may not grow and we could lose our relationships with health insurance carriers,
marketing partners and/or members, which would harm our business, operating results and financial condition.
The ongoing COVID-19 pandemic and public health crises, illness, epidemics or pandemics could
adversely impact our business, operating results and financial condition.
COVID-19 and public health crises, illness, epidemics or pandemics, in general, and any associated
disruption to our call center and service operations, in particular, could materially impact our business, operations
and financial condition. In an effort to mitigate the spread of COVID-19, and to comply with applicable government
directives, we generally have directed employees to work from home and implemented new business protocols for
employees who have resumed work in our offices. A potential COVID-19 infection of any of our employees could
adversely impact our operations, including resulting in the sudden closure of any of our offices. Our business
operations may be disrupted if key personnel or significant portions of our employees are unable to work effectively,
especially if such disruption occurs during or in our preparation for the Medicare annual enrollment period. We have
had to adjust our business operations, including onboarding and training new health insurance agents remotely and
asking employees to work from home, which could cause operational difficulties, reduce the effectiveness of our
agents in selling health insurance and impair our ability to manage our business. An increased number of employees
in a remote work environment may exacerbate certain risks to our business, including an increased demand for
information technology resources, increased risk of phishing and other cybersecurity attacks, and increased risk of
unauthorized dissemination of sensitive personal information or proprietary or confidential information about us or
our customers or other third-parties. Our business operations and recruitment efforts could be impacted if
government offices, including CMS and state departments of insurance, are adversely impacted by COVID-19 given
that some of our marketing materials require CMS approval and health insurance agent licensing and licensing
renewals are dependent on state department of insurance processing. Our product development initiatives could also
be negatively impacted by extended office closures. Furthermore, if any of our health insurance carriers, business
partners or vendors increase the prices of or become unable to continue to provide their products or services as a
result of COVID-19, or if health insurance carriers reduce our commission rates or the amount they pay us, our
business, operating results and financial condition would be harmed. The impact of COVID-19 to our Individual,
Family and Small Business segment is especially uncertain because of increases in unemployment rate, potential
delays in customer premium payments and/or health insurance carrier commission payments, potential changes to
the open enrollment period, and potential changes to qualified health plans subsidies, among others. COVID-19
presents uncertainties and risks with respect to the demand for and pricing of health insurance plans, which could
negatively impact our business, operating results and financial condition. The extent to which the COVID-19
pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be
predicted.
Changes in our management and key employees could affect our business and financial results.
Our success is dependent upon our ability to attract and retain qualified personnel for all areas of our
organization. We may not be successful in attracting and retaining personnel on a timely basis, on competitive terms
or at all. If we are unable to attract and retain the necessary personnel, our business would be harmed. Our executive
officers and employees can terminate their employment at any time. The transition and the departure of members of
our senior management could result in attrition in our senior management and key personnel and any significant
change in leadership over a short period of time could harm our business, operating results and financial condition.
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The loss of the services of any of our executive officers or key employees could harm our business. For
example, we are required to appoint a single designated writing agent with each insurance carrier. A small number
of our employees act as writing agent and each employee that acts as writing agent does so for a number of carriers.
When an employee that acts as writing agent terminates their employment with us, we need to replace such writing
agent with another employee who has health insurance licenses. Due to our national reach and the large number of
carriers whose plans are purchased by our members, the process of changing writing agents has in the past taken and
could take a significant period of time to complete. If the transition is not successful, our ability to sell health
insurance plans may be interrupted, our agency relationship with particular insurance carriers may be terminated,
our commission payments could be discontinued or delayed and, as a result, our business, operating results and
financial condition would be harmed.
Our business may be harmed if we are not successful in executing on our strategic investments and
initiatives, including our growth strategy and retention initiatives.
As part of our strategy, we have determined to invest in initiatives to accelerate growth in our Medicare
product sales, to enhance post-enrollment consumer engagement and increase customer retention, to increase online
enrollment and enhance operating leverage, to expand our strategic partner relationships, improve our technology
platform to optimize the consumer experience and relationship, and to utilize data analytics to increase the
productivity of our customer care employees. Pursuing and investing in these and other initiatives we develop will
require significant investments in marketing and advertising, technology and product offerings, and customer care
and enrollment, among others, and involves risks and uncertainties described elsewhere in this Risk Factors section,
including the initiatives not achieving our retention, growth or profitability targets, inadequate return of capital on
our investments, legal and regulatory compliance risks, potential changes in laws and regulations and other issues
that could cause us to fail to realize the anticipated benefits of our investments and incur unanticipated liabilities.
Our pursuit of these strategic initiatives may not be successful. Our cash flow from operations is expected to be
negative in the year ending December 31, 2021 and was negative in each of the years ended December 31, 2020,
2019 and 2018. If we are not successful in executing on our business strategy, our business, operating results and
financial condition would be harmed.
Seasonality may cause fluctuations in our financial results.
Open enrollment periods drive the seasonality of our business. The Medicare annual enrollment period
occurs from October 15 to December 7 each year and the individual and family health insurance open enrollment
period typically runs from November 1 through December 15 each year. In addition, the Medicare Advantage open
enrollment period, where Medicare-eligible individuals who enrolled in a Medicare Advantage plan can switch to
the original Medicare program or switch to a different Medicare Advantage plan, runs from January 1st through
March 31st of each year. We experience an increase in the number of submitted Medicare-related applications and
approved members during the fourth quarter and, to a lesser extent, in the first quarter, and an increase in Medicare
plan related expense during the third and fourth quarters in connection with the open enrollment periods. In addition,
we typically experience the highest plan termination rates from our Medicare Advantage plan members in the first
year following the effective date of plan enrollment. If we experience significant growth in Medicare Advantage
approved members resulting in an increased number of first year members as a percentage of our total estimated
membership, we may also experience increased health insurance plan terminations in the year following such
periods of growth.
The seasonality of our business could change in the future due to other factors, including as a result of
changes in timing of the Medicare or individual and family health plan enrollment periods, adoption of new
enrollment periods such as the COVID-related special enrollment period that was adopted in the second quarter of
2020, and changes in the laws and regulations that govern the sale of health insurance. We may not be able to timely
adjust to changes in customer demand and the seasonality of our business. If we are not successful in responding to
changes in the seasonality of our business, our business, operating results and financial condition could be harmed.
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The success of our customer care center operations depends upon our ability to timely hire, train, retain
and ensure the productivity of our licensed health insurance agents.
In addition to our websites, we rely upon our customer care centers and, during the Medicare annual
enrollment period, outsourced call centers to sell Medicare plans. The success of our customer care center operations
is largely dependent on licensed health insurance agents and other employees. In order to sell Medicare-related
health insurance plans, our health insurance agent employees and employees of outsourced call centers must be
licensed by the states in which they are selling plans and certified and appointed with the health insurance carrier
that offers the plans in each applicable state. Because a significant number of Medicare plans are sold in the fourth
quarter each year during the Medicare annual enrollment period, we contract with outsourced call centers and hire
additional employees on a temporary or seasonal basis in a limited period of time to address the expected increase in
the volume of health insurance transactions during this period. We depend upon our employees, state departments of
insurance, government exchanges and health insurance carriers for the licensing, certification and appointment of
our health insurance agents. The COVID-19 pandemic and resulting containment measures have negatively
impacted the capacity of health insurance license testing facilities and have caused delays in the completion of
background checks and fingerprinting requirements. As a result, these health insurance agents may experience
delays in obtaining health insurance licenses and certifications and health insurance carrier appointments. We and
our outsourced call centers may experience difficulties hiring a sufficient number of additional licensed agents and
retaining existing licensed agents for the Medicare annual enrollment period. If we and our outsourced call centers
are not successful in these regards, our ability to sell Medicare-related health insurance plans will be impaired during
the Medicare annual enrollment period, which would harm our business, operating results and financial condition.
Even if we or our outsourced call centers are successful in hiring licensed health insurance agents, our
success depends on the productivity of these health insurance agents. Health insurance agents may not perform to
the standard we expect of them, which could result in lower than expected conversion rates and revenue, higher
costs of acquisition per member and higher plan termination rates. We have observed that our health insurance agent
employees are more productive than the employees of our outsourced call centers and that experienced health
insurance agents are more productive than less-tenured health insurance agents. As a result, the success of our
business depends upon our ability to retain existing health insurance agents and hiring and training a sufficient
number of internal health insurance agent employees who can perform to the standard we expect of them. Failure to
retain, train and ensure the productivity of our health insurance agent employees and employees of outsourced call
centers would harm our business, operating results and financial condition.
During the 2020 annual enrollment period, we experienced reduced conversion rates from health insurance
agents that work at an outsourced call center, which impacted our revenue and cost of acquisition during the fourth
quarter of 2020. As a result, we have determined to increase the number of our health insurance agent employees to
a much more significant degree than we have in the past. Our ability to do so successfully will depend on the
success of our recruiting efforts and our ability to train, license and appoint with carriers the newly employed agents
so that they are effective in selling plans in time for the Medicare annual enrollment period occurring in 2021. If we
are not successful in these efforts, we may need to rely more than we have planned on outsourced health insurance
agents or rely on a fewer number of employed agents, which could harm our business, operating results and financial
condition.
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If we are not successful in cost-effectively converting visitors to our website and customers who call into
our call centers into members for whom we receive commissions, our business and operating results would be
harmed.
Our growth depends in large part upon growth in approved members in a given period. The rate at which
consumers visiting our ecommerce platforms and customer care centers seeking to purchase health insurance are
converted into approved members directly impacts our revenue. In addition, the rate at which consumers who are
approved become paying members impacts the constrained LTV of our approved members, which impacts the
revenue that we are able to recognize. A number of factors have influenced, and could in the future influence, these
conversion rates for any given period, some of which are outside of our control. These factors include, but are not
limited to:
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changes in consumer shopping behavior due to circumstances outside of our control, such as economic
conditions, the COVID-19 pandemic, consumers’ ability or willingness to pay for health insurance, adverse
weather conditions or natural disasters, availability of unemployment benefits or proposed or enacted
legislative or regulatory changes impacting our business, including health care reform;
the quality of and changes to the consumer experience on our ecommerce platforms or with our customer
care centers;
regulatory requirements, including those that make the experience on our ecommerce platforms
cumbersome or difficult to navigate or reduce the ability of consumers to purchase plans outside of
enrollment periods;
the variety, competitiveness and affordability of the health insurance plans that we offer;
system failures or interruptions in the operation of our ecommerce platform or call center operations;
changes in the mix of consumers who are referred to us through our direct, marketing partner and online
advertising member acquisition channels;
health insurance carriers offering the health insurance plans for which consumers have expressed interest,
and the degree to which our technology is integrated with those carriers;
health insurance carrier guidelines applicable to applications submitted by consumers, the amount of time a
carrier takes to make a decision on that application and the percentage of submitted applications approved
by health insurance carriers;
the effectiveness of health insurance agents in assisting consumers, including the tenure of the health
insurance agent and whether the health insurance agent is an employee or works with an outsourced call
center with which we have a relationship; and
our ability to enroll subsidy-eligible individuals in qualified health plans through government-run health
insurance exchanges and the efficacy of the process we are required to use to do so.
Our conversion rates can be impacted by changes in the mix of consumers referred to us through our
member acquisition channels and whether they interact with a more seasoned health insurance agent or a health
insurance agent that works with an outsourced call center. We may make changes to our ecommerce platforms in
response to regulatory requirements or undertake other initiatives in an attempt to improve consumer experience or
for other reasons. These changes have in the past, and may in the future have the unintended consequence of
adversely impacting our conversion rates. A decline in the percentage of consumers who submit health insurance
applications on our ecommerce platforms or telephonically via our customer care centers and are converted into
approved and paying members could cause an increase in our cost of acquiring members on a per member basis and
impact our revenue in any given period. To the extent the rate at which we convert consumers visiting our
ecommerce platforms or telephonically via our customer care centers into members suffers, our membership may
decline, which would harm our business, operating results and financial condition.
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We depend upon Internet search engines and social media platforms to attract a significant portion of
the consumers who visit our website, and if we are unable to effectively advertise on search engines or social
media platforms on a cost-effective basis, our business and operating results would be harmed.
We derive a significant portion of our website traffic from consumers who search for health insurance
through Internet search engines, such as Google, Bing and Yahoo!, and through social media platforms, such as
Facebook. A critical factor in attracting consumers to our website is whether we are prominently displayed in
response to an Internet search relating to health insurance or on a social media platform. Search engines typically
provide two types of search results, algorithmic listings and paid advertisements. We rely on both to attract
consumers to our websites and otherwise generate demand for our services.
Algorithmic search result listings are determined and displayed in accordance with a set of formulas or
algorithms developed by the particular Internet search engine. The algorithms determine the order of the listing of
results in response to the consumer’s Internet search. From time to time, search engines revise these algorithms. In
some instances, these modifications have caused our website to be listed less prominently in algorithmic search
results, which has resulted in decreased traffic to our website. We may also be listed less prominently as a result of
other factors, such as new websites, changes we make to our website or technical issues with the search engine itself.
For example, government health insurance exchange websites appear prominently in algorithmic search results. In
addition, search engines have deemed the practices of some companies to be inconsistent with search engine
guidelines and decided not to list their website in search result listings at all. If we are listed less prominently in, or
removed altogether from, search result listings for any reason, the traffic to our websites would decline and we may
not be able to replace this traffic, which would harm our business, operating results and financial condition. If we
decide to attempt to replace this traffic, we may be required to increase our marketing expenditures, which would
also increase our cost of member acquisition and harm our business, operating results and financial condition.
We purchase paid advertisements on search engines and social media platforms in order to attract
consumers to our platforms. We typically pay a search engine for prominent placement of our website when
particular health insurance-related terms are searched for on the search engine, regardless of the algorithmic search
result listings. The prominence of the placement of our advertisement is determined by a combination of factors,
including the amount we are willing to pay and algorithms designed to determine the relevance of our paid
advertisement to a particular search term. As with algorithmic search result listings, search engines may revise the
algorithms relevant to paid advertisements, and websites other than our ecommerce platform may become more
optimized for the algorithms. These changes may result in our having to pay increased amounts to maintain our paid
advertisement placement in response to a particular search term. We could also have to pay increased amounts
should the market share of major search engines continue to become more concentrated with a single search engine.
Additionally, we bid against our competitors, insurance carriers, government health insurance exchanges and others
for the display of these paid search engine or social media platform advertisements. We have experienced increased
competition for both algorithmic search result listings and for paid advertisements, which competition increases
substantially during the enrollment periods for Medicare related health insurance and for individual and family
health insurance. The competition has increased the cost of paid internet search advertising and has increased our
marketing and advertising expenses. If paid search advertising costs increase or become cost prohibitive, whether as
a results of competition, algorithm changes or otherwise our advertising expenses could rise significantly or we
could reduce or discontinue our paid search advertisements, either of which would harm our business, operating
results and financial condition.
We rely significantly on marketing partners and our business and operating results would be harmed if
we are unable to maintain effective relationships with our existing marketing partners or if we do not establish
successful relationships with new marketing partners.
We frequently enter into contractual marketing relationships with partners that drive consumers to our
ecommerce platform and call centers. These marketing partners include financial and online services companies,
affiliate organizations, online advertisers and content providers, and other marketing vendors. We also have
relationships with strategic marketing partners, including hospitals and pharmacy chains that promote our Medicare
platforms to their customers as well as pharmacy service providers and other affinity groups. We compensate many
of our marketing partners for their referrals on a submitted health insurance application basis and, if they are
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licensed to sell health insurance, may share a percentage of the commission we earn from the health insurance
carrier for each member referred by the marketing partner. The success of our relationship is dependent on a number
of factors, including but not limited to the continued positive market presence, reputation and growth of the
marketing partner, the effectiveness of the marketing partner in marketing our website and services, the compliance
of each marketing partner with applicable laws, regulations and guidelines, and the contractual terms we negotiate
with our marketing partners, including the marketing fees we agree to pay.
While we have relationships with a large number of marketing partners, we depend upon referrals from a
limited number of marketing partners for a significant portion of the submitted applications we receive from our
marketing partner customer acquisition channel. Given our reliance on our marketing partners, our business
operating results and financial condition would be harmed if we are unable to maintain successful relationships with
these companies, if we fail to establish successful relationships with new marketing partners, if we experience
competition in our receipt of referrals from high volume marketing partners, and if we are required to pay increased
amounts to our marketing partners.
Competition for referrals from our marketing partners has increased particularly during the enrollment
periods for Medicare-related health insurance and individual and family health insurance. We may lose marketing
partner referrals if our competitors pay marketing partners more than we do or be forced to pay increased fees to our
marketing partners, which could harm our business, operating results and financial condition. If we lose marketing
partner referrals during the Medicare or individual and family health insurance enrollment periods, the adverse
impact on our business would be particularly pronounced. In addition, the promulgation of laws, regulations or
guidelines, or the interpretation of existing laws, regulations and guidelines, by state departments of insurance or by
CMS, could cause our relationships with our marketing partners to be in non-compliance with those laws,
regulations and guidelines. We also have relationships with hospital systems and pharmacy chains that utilize
aspects of our platform and tools. Our relationships with these hospital systems and pharmacy chains result in the
referral of a significant number of individuals to us who are interested in purchasing Medicare-related health
insurance plans. If CMS or state departments of insurance were to change existing laws, regulations or guidelines, or
interpret existing laws, regulations or guidelines, to prohibit these arrangements, or if hospital systems or pharmacy
partners otherwise decided to no longer utilize aspects of our platform and tools, we could experience a significant
decline in the number of Medicare-eligible individuals who are referred to our platforms and customer care centers,
which would harm our business, operating results and financial condition.
Our future operating results are likely to fluctuate and could fall short of expectations.
Our operating results are likely to fluctuate as a result of a variety of factors, including the factors described
elsewhere in this Risk Factors section, many of which are outside of our control. For example and among these
factors, the assumptions underlying our estimates of commission revenue as required by ASC 606 may vary
significantly over time. As a result, comparing our operating results on a period-to-period basis may not be
meaningful and you should not rely on our past results as an indication of our future performance, particularly in
light of the fact that our business and industry are undergoing substantial change as a result of health care reform,
competition and initiatives we determined to pursue. If our revenue or operating results differ from our guidance or
fall below the expectations of investors or securities analysts, the price of our common stock could decline
substantially. In the past, when our revenue and operating results differed from our guidance and the expectations of
investors or securities analysts, the price of our common stock was impacted.
If commission reports we receive from carriers are inaccurate or not sent to us in a timely manner, our
business and operating results could be harmed and we may not recognize trends in our membership.
We rely on health insurance carriers to timely and accurately report the amount of commissions earned by
us, and we calculate our commission revenue, prepare our financial reports, projections and budgets and direct our
marketing and other operating efforts based on the reports we receive from health insurance carriers. There have
been instances where we have determined that plan cancellation data reported to us by a health insurance carrier has
not been accurate. The extent to which health insurance carriers are inaccurate in their reporting of plan
cancellations could cause us to change our cancellation estimates, which could adversely impact our revenue. We
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have designed controls to assess the completeness and accuracy of the data received, whereby we apply judgment
and make estimates based on historical data and current trends to independently determine whether or not carriers
are accurately reporting commissions due to us. We also operate procedures with carriers on an ongoing basis
whereby potential under or over reporting is reconciled and discrepancies are resolved. For instance, we reconcile
information health insurance carriers provide to us and may determine that we were not historically paid
commissions owed to us, which would cause us to have underestimated our membership. Conversely, health
insurance carriers may require us to return commission payments paid in a prior period due to plan cancellations for
members we previously estimated as being active. To the extent that health insurance carriers understate or fail to
accurately report the amount of commissions due to us in a timely manner or at all, our estimates of constrained
LTV may be adversely impacted, which would harm our business, operating results and financial condition. In
addition, any inaccuracies in the reports would adversely impact our commission revenue for future periods which is
based on historical trends, including trends relating to contracted commission rates and expected health insurance
plan cancellation.
We do not receive information about membership cancellations from our health insurance carriers
directly, which makes it difficult for us to determine the impact of current conditions on our membership
retention and to accurately estimate membership as of a specific date.
We depend on health insurance carriers and others for data related to our membership. For instance, with
respect to health insurance plans other than small business health insurance, health insurance carriers do not directly
report member cancellations to us, resulting in the need for us to determine cancellations using payment data that
carriers provide. We infer cancellations from this payment data by analyzing whether payments from members have
ceased for a period of time, and we may not learn of a cancellation for several months. The majority of our members
who terminate their plans do so by discontinuing their insurance premium payments to the health insurance carrier
and do not inform us of the cancellation. With respect to our small business membership, many groups notify the
carrier directly with respect to increases or decreases in group size and policy cancellations. Our insurance carrier
partners often do not communicate this information to us, and it often takes a significant amount of time for us to
learn about small business group cancellations and changes in our membership within the group itself. We often are
not made aware of policy cancellations until the time of the group’s annual renewal.
Given the number of months required to observe non-payment of commissions in order to confirm
cancellations, we estimate the number of members who are active on health insurance plans as of a specified date.
After we have estimated membership for a period, we may receive information from health insurance carriers that
would have impacted the estimate if we had received the information prior to the date of estimation. We may receive
commission payments or other information that indicates that a member who was not included in our estimates for a
prior period was in fact an active member at that time, or that a member who was included in our estimates was in
fact not an active member of ours. As a result of the Medicare annual enrollment and other open enrollment periods,
we may not receive information from our carriers on as timely a basis due to the significant increase in health
insurance transaction volume, which could impair the accuracy of our membership estimates. For these and other
reasons, including if current trends in membership cancellation are inconsistent with past cancellation trends that we
use to estimate our membership or if carriers subsequently report changes to the commission payments that they
previously reported to us, our actual membership could be different from our estimates, perhaps materially. If our
actual membership is different from our estimates, the constrained LTV component of our revenue recognition could
also be inaccurate, including as a result of an inaccurate estimate of the average amount of time our members
maintain their health insurance plans. As a result of the delay we experience in receiving information about our
membership, it is difficult for us to determine with any certainty the impact of current conditions on our membership
retention. For example, our estimated membership reported as of March 31, 2020 was higher than our actual
membership, because we experienced increased membership cancellation compared to the historical cancellation
rates we used to estimate our membership as of March 31, 2020. We were not able to observe the increased
membership cancellations that occurred during the first quarter of 2020 until after we reported our estimated
membership for the period. Various circumstances, including market-related factors such as changes in timing of
enrollment periods and other factors specific to our business, could cause the assumptions and estimates that we
make in connection with estimating our membership and constrained LTV to be inaccurate, which would harm our
business, operating results and financial condition.
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Our carrier advertising and sponsorship business may not be successful.
We develop, host and maintain carrier dedicated Medicare plan websites and may undertake other
marketing and advertising initiatives through our Medicare plan advertising program. We also allow health
insurance carriers to purchase advertising space for non-Medicare products on our website through our sponsorship
program. To the extent that economic conditions, health care reform or other factors impact the amount health
insurance carriers are willing to pay for advertising, our advertising and sponsorship program will be adversely
impacted. In addition, since we maintain relationships with a limited number of health insurance carriers to sell their
Medicare plans, our Medicare plan-related advertising revenue is concentrated in a small number of health insurance
carriers and our ability to generate Medicare plan-related advertising revenue would be harmed by the termination or
non-renewal of any of these relationships as well as by a reduction in the amount a health insurance carrier is willing
to pay for these services. Moreover, in light of the regulations applicable to the marketing and sale of Medicare
plans, and given that these regulations are often unclear, change frequently and are subject to changing
interpretations, we may in the future not be permitted to sell Medicare plan-related advertising. If we are not
successful in generating Medicare plan-related advertising revenue, our business, operating results and financial
condition could be harmed.
The success of our sponsorship and advertising program depends on a number of factors, including the
amount health insurance carriers are willing to pay for advertising, the effectiveness of the sponsorship and
advertising program as a cost-effective method for carriers to obtain additional members, consumer demand for the
health insurance carrier’s product, our ability to attract consumers to our ecommerce platform or the dedicated
Medicare plan websites and convert those consumers into members, and the cost, benefit and brand recognition of
the health insurance plan that is the subject of the advertising, among others.
Our business may be harmed if we do not enroll subsidy-eligible individuals through government-run
health insurance exchanges efficiently.
In order to offer the qualified health plans that individuals and families must purchase to receive Affordable
Care Act subsidies, agents and brokers must meet certain conditions, such as receiving permission to do so from the
applicable government health insurance exchange, entering into an agreement with the health insurance exchange or
a partner of the exchange, ensuring that the enrollment and subsidy application is completed through the health
insurance exchange and complying with privacy, security and other standards. In the event Internet-based agents and
brokers such as us use the Internet for completion of qualified health plan selection purposes, their websites are
required to meet certain additional requirements. To the extent we enroll individuals and families into qualified
health plans, we do so through the FFM, which runs all or part of the health insurance exchange in 36 states. We
may experience difficulty in satisfying the conditions and requirements to offer qualified health plans to our existing
members and new potential members, and in getting them enrolled through the FFM. If we are not able to satisfy
these conditions and requirements, or if we are not able to successfully adopt and maintain solutions that allow us to
enroll large numbers of individuals and families in qualified plans over the Internet both during and outside of open
enrollment periods, we will lose existing members and new members, and may incur additional expense, which
would harm our business, operating results and financial condition. Beginning in the open enrollment period that
occurred in the fourth quarter of 2018, CMS adopted a new enhanced direct enrollment pathway for CMS-approved
partners to enroll individuals into qualified health plans and complete all steps in the eligibility and enrollment
process on a single website. Before enhanced direct enrollment partners are approved, extensive security and privacy
reviews are conducted by an independent third-party auditor and CMS reviews the audit results to ensure the entity
satisfies numerous additional privacy and security standards. We entered into an agreement to outsource certain
aspects of the enrollment process for qualified health plans to a third party in light of the expense and burden
associated with the additional requirements. However, if we do not develop the ability to satisfy the requirements to
use the improved qualified health plan enrollment process in the future, or if we are unsuccessful in entering into or
maintaining a relationship with a third party who is approved to use the process, we may not be able to enroll
individuals into qualified health plans through the FFM or could be required to use an inferior process to do so,
which could cause a reduction in our individual and family health insurance plan membership and commission
revenue. In addition, if we are not able to adopt or contract with and maintain solutions to integrate with
government-run health insurance exchanges or if the health insurance exchange websites and other processes are
unstable or not consumer friendly, efficient and compatible with the process we have adopted for enrolling
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individuals and families into qualified health plans through the exchanges, we would not be successful in retaining
and acquiring members, and our business, operating results and financial condition would be harmed. The FFM may
at any time cease allowing us to enroll individuals in qualified health plans or change the requirements for doing so.
If it does so or if the FFM platform does not function properly, our ability to retain existing members and add new
members could be negatively impacted, which would harm our business, operating results and financial condition.
There are many risks associated with our operations in China.
A portion of our operations is conducted by our subsidiary in China. Among other things, we use
employees in China to maintain and update our ecommerce platform and perform certain tasks within our finance
and customer care and enrollment functions. We rely on the Internet to communicate with our subsidiary in China.
Our business would be harmed if our ability to communicate over the Internet with these employees failed, and we
were prevented from promptly updating our software or implementing other changes to our database and systems,
among other things. From time-to-time we receive inquiries from health insurance carriers relating to our operations
in China and the security measures we have implemented to protect data that our employees in China may be able to
access. As a part of these inquiries, we have implemented additional security measures relating to our operations in
China. We may be required to implement further security measures to continue aspects of our operations in China or
health insurance carriers may require us to bring aspects of our operations in China back to the United States, which
could be time consuming and expensive and harm our operating results and financial condition. Health insurance
carriers may also terminate our relationship due to concerns surrounding protection of data that our employees in
China are able to access, which would harm our business, operating results and financial condition.
Our operations in China also expose us to different and unfamiliar laws, rules and regulations, including
different intellectual property laws, which are not as protective of our intellectual property as the laws in the United
States. United States and Chinese trade laws may also impose restrictions on the importation of programming or
technology to or from the United States. We are also subject to anti-bribery and anti-corruption laws, privacy and
data security laws, labor laws, tax laws, foreign exchange controls and cash repatriation restrictions in China. On
June 1, 2017, a national cybersecurity law came into effect in China. The law, along with its implementation
regulations, applies to the establishment, operation, maintenance and usage of networks within China and the
supervision and management of cybersecurity. Under the law, network operators are required to comply with certain
tiered security obligations based on the networks’ relative impact on national security, social order, public interest
and individuals’ privacy rights. There remains considerable uncertainty as to how the cybersecurity law will be
applied, and the regulatory environment continues to evolve with new draft regulations and standards published
frequently. Such laws, regulations and standards are complex, ambiguous and subject to change or interpretation,
which create uncertainty regarding compliance. Pursuant to the draft regulations, we may be required to perform
self-assessments, obtain third party certifications, report cybersecurity incidents and make filings with public
security authorities. We could also be subject to security inspections and evaluations by public security authorities
and be restricted to use only network products and services that meet certain standards based on the level of risk
applicable to us. Compliance with these laws and regulations could cause us to incur substantial costs or require us
to change our business operations in China. Violation of applicable laws and regulations could adversely affect our
brand, affect our relationship with our health insurance carriers, and could result in regulatory enforcement actions
and the imposition of civil or criminal penalties and fines, which would harm our business, operating results and
financial condition.
Our business may be adversely impacted by changes in China’s economic or political condition. We have
experienced greater competition for qualified personnel in China, which has raised market salaries and increased our
compensation costs related to employees in China. If competition for personnel increases further, our compensation
expenses could rise considerably or, if we determine to not increase compensation levels, our ability to attract and
retain qualified personnel in China may be impaired, which could harm our business, operating results and financial
condition. These risks could cause us to incur increased expenses and could harm our ability to effectively and
successfully manage our operations in China. Moreover, any significant or prolonged deterioration in the
relationship between United States and China could adversely affect our operations in China. Certain risks and
uncertainties of doing business in China are solely within the control of the Chinese government, and Chinese law
regulates the scope of our foreign investments and business conducted within China. The escalation of trade tensions
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initiated by the current administration has increased the risk associated with our operations in China. Either the
United States or the Chinese government may sever our ability to communicate with our China operations or may
take actions that force us to close our operations in China. We employ a large number of our technology and content
employees in China, and we have other employees in China that support our business. Any sudden disruption of our
operations in China would adversely impact our business. If we are required to move aspects of our operations from
China to our offices in the United States as a result of political instability, changes in laws, inquiries from health
insurance carriers or for other reasons, we could incur increased expenses, and our business, operating results and
financial condition could be harmed.
We cannot predict the impact that changing climate conditions, including legal, regulatory and social
responses thereto, may have on our business.
Global climate change has added, and will continue to add, to the unpredictability, frequency and severity
of natural disasters, including but not limited to hurricanes, tornadoes, freezes, droughts, other storms and fires in
certain parts of the world. In response, a number of legal and regulatory measures and social initiatives have been
introduced in an effort to reduce greenhouse gas and other carbon emissions that are chief contributors to global
climate change. We cannot predict the impact that changing climate conditions will have on our business, though
extreme weather events could impact our facilities, technological assets, business continuity and reputation. The
legal, regulatory and social responses to climate change could also adversely affect our results of business, operating
results and financial conditions.
Our success in selling Medicare-related health insurance will depend upon a number of factors some of
which are outside of our control.
Our success in selling Medicare-related health insurance is dependent upon a number of factors, including:
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our ability to continue to adapt our ecommerce platforms to market Medicare plans, including our
development or acquisition of marketing tools and features important in the sale of Medicare plans online
and the effective modification of our user experience;
our success in marketing to Medicare-eligible individuals, including television advertising, online
marketing and direct mail marketing, and in entering into and maintaining marketing partner relationships
to drive Medicare-eligible individuals to our ecommerce platforms or customer care centers on a cost-
effective basis;
our ability to hire and retain additional employees with experience in Medicare, including our ability to
timely implement Medicare sales expertise into our customer care centers;
our ability to implement and maintain an effective information technology infrastructure for the sale of
Medicare plans, including the infrastructure and systems that support our websites, call centers and call
recording;
our ability to leverage technology in order to sell, and otherwise become more efficient at selling,
Medicare-related plans over the telephone;
our ability to comply with the numerous, complex and changing laws, regulations, guidelines and policies
of the federal and state government, including CMS guidelines and policies relating to the marketing and
sale of Medicare plans and health care reform; and
the effectiveness with which our competitors market the availability of Medicare plans from sources other
than our ecommerce platforms.
As a result of these factors, we may prove unsuccessful in marketing Medicare plans and acting as a health
insurance agent in connection with their sale, which would harm our business, operating results and financial
condition. In addition, if our efforts to market Medicare plans during enrollment periods were impeded due to lack
of timely health insurance carrier or CMS approval, or for other reasons, the impact on our business, operating
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results and financial condition would be significantly greater given the seasonality of our Medicare-related revenue,
membership acquisition and expenses and the fact that much of the sales of Medicare plans occur during this period.
Risks Related to Laws and Regulations
The marketing and sale of Medicare plans are subject to numerous, complex and frequently changing
laws, regulations and guidelines, and non-compliance with or changes in laws, regulations and guidelines could
harm our business, operating results and financial condition.
The marketing and sale of Medicare plans are subject to numerous laws, regulations and guidelines at the
federal and state level. The marketing and sale of Medicare Advantage and Medicare Part D prescription drug plans
are principally regulated by the CMS but are also subject to state laws. The marketing and sale of Medicare
Supplement plans are principally regulated on a state-by-state basis by state departments of insurance. The laws and
regulations applicable to the marketing and sale of Medicare plans are numerous, ambiguous and complex, and,
particularly with respect to regulations and guidance issued by CMS for Medicare Advantage and Medicare Part D
prescription drug plans, change frequently. We have altered, and likely will have to continue to alter, our marketing
and sales process to comply with these laws, regulations and guidelines.
Health insurance carriers whose Medicare plans we sell approve our websites, our call center scripts and
some of our marketing material. We must receive these approvals in order for us market and sell Medicare plans to
Medicare-eligible individuals as a health insurance agent. We are also required to file many of these materials on a
regular basis with CMS. In addition, certain aspects of our Medicare plan marketing partner relationships have been
in the past, and will be in the future, subjected to CMS and health insurance carrier review. CMS, state departments
of insurance or health insurance carriers may determine to object to or not to approve aspects of our online
platforms, sales function or marketing material and processes and may determine that certain existing aspects of our
Medicare-related business are not in compliance with legal requirements. Health insurance carriers may terminate
our relationship with them or take other corrective action if our Medicare product sales, marketing and operations
are not in compliance or give rise to too many complaints. The termination of or change in our relationship with
health insurance carriers for this reason would reduce the products we are able to offer, could result in the loss of
commissions for past and future sales and would otherwise harm our business, operating results and financial
condition. Changes to the laws, regulations and guidelines relating to the sale of Medicare plans, their interpretation
or the manner in which they are enforced could impact the manner in which we conduct our Medicare business, our
ecommerce platforms or our sale of Medicare plans, or we could be prevented from operating aspects of our
Medicare revenue generating activities altogether, which would harm our business, operating results and financial
condition. We have received, and may in the future receive, inquiries from CMS or state departments of insurance
regarding our marketing and business practices and compliance with laws and regulations. Inquiries and proceedings
initiated by the government could adversely impact our health insurance licenses, require us to pay fines, require us
to modify marketing and business practices, result in litigation and otherwise harm our business, operating results or
financial condition.
Changes and developments in the health insurance industry or system as a result of health care reform
could harm our business, operating results and financial condition.
The United States health insurance system is subject to a changing regulatory environment. The future
financial performance of our business will depend in part on our ability to adapt to regulatory developments. For
example, the federal Patient Protection and Affordable Care Act of 2010 and related regulatory reforms have and
will continue to change the industry in which we operate in substantial ways. The implementation of health care
reform has increased, and could further increase, our competition in the individual and family health insurance
market, reduce demand for the health insurance for individuals and families that we sell, decrease the number of
health insurance plans that we sell as well as the number of health insurance carriers offering them, cause carriers to
increase premiums or reduce commissions and other amounts they pay for our services, any of which could
materially harm our business, operating results and financial condition. These and other impacts of health care
reform caused a significant decline in our individual and family plan and revenue membership and other changes in
the future could have a similar impact on our Medicare related health insurance business. Our business, operating
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results, financial condition and prospects may be materially and adversely affected if we are unable to adapt to
developments in healthcare reform in the United States.
The Affordable Care Act contains a mandate requiring individuals to maintain health insurance plans that
comply with the Affordable Care Act or face a tax penalty. As a part of the tax reform law that came into effect in
December 2017, the tax penalty for violating the mandate was set at zero effective in 2019, essentially repealing it.
The essential repeal of the individual mandate could cause individuals to determine not to purchase or maintain
individual and family health insurance and could cause carriers to increase premiums, reduce commissions or exit
the business of selling individual and family health insurance, any of which would adversely impact our business,
operating results and financial condition.
Since the enactment of the Affordable Care Act, there have been judicial and Congressional challenges to
certain aspects of the law. In December 2018, a federal district court in Texas determined that the individual
mandate in the Affordable Care Act is unconstitutional, because it was not within Congress’s tax power or interstate
commerce power. It also determined that the remaining provisions of the Affordable Care Act were inseverable and
therefore invalid. The court, however, did not rule that the operation of the Affordable Care Act be enjoined, so the
law continues to operate until determined otherwise by the court or an appellate court. The Fifth Circuit Court of
Appeals agreed with the district court that the mandate is unconstitutional, but remanded the case back to the district
court to address whether the unconstitutionality of the mandate should impact the rest of the law. In March 2020, the
Supreme Court agreed to review the case, including whether the individual mandate is unconstitutional, and if the
mandate is unconstitutional whether the rest of the Affordable Care Act can survive. Oral argument of the case
before the Supreme Court occurred and we are awaiting the court's decision. If the Affordable Care Act were finally
determined to be unconstitutional and no longer operated, it is unclear what impact it or its replacement would have
on our business. However, it or its replacement could adversely impact our business, operating results and financial
condition.
Our business depends upon the private sector of the United States health insurance system, which is subject
to a changing environment. Changes and developments in the health insurance system in the United States could
reduce demand for our services and harm our business. Ongoing healthcare reform efforts and measures may expand
the role of government-sponsored coverage, including single payer or so called “Medicare-for-All” proposals, which
could have far-reaching implications for the health insurance industry if enacted. Some proposals would seek to
eliminate the private marketplace, while others would expand a government-sponsored option to a larger population.
We are unable to predict the full impact of healthcare reform initiatives on our operations in light of the uncertainty
of whether initiatives will be successful and the uncertainty regarding the terms and timing of any provisions
enacted and the impact of any of those provisions on various healthcare and insurance industry participants. Changes
to the health insurance system as a result of the change in the balance of power in Congress or as a result of the
Biden administration could harm our business, operating results and financial condition. In the event that laws,
regulations or rules that eliminate or reduce private sources of health insurance are adopted, the demand for our
products could be adversely impacted and our business, operating results and financial condition would be harmed.
From time to time we are subject to various legal proceedings which could adversely affect our business.
We are, and may in the future become, involved in various legal proceedings and governmental inquiries,
including labor and employment-related claims, claims relating to our marketing or sale of health insurance,
intellectual property claims and claims relating to our compliance with securities laws. Any claims asserted against
us, with or without merit, could be time-consuming, expensive to settle or litigate and divert management’s attention
and other resources. These claims also could subject us to significant liability for damages and harm our reputation.
Our insurance and indemnities may not cover all claims that may be asserted against us. If we are unsuccessful in
our defense in these legal proceedings, we may be forced to pay damages or fines, enter into consent decrees, stop
offering our services or change our business practices, any of which would harm our business, operating results or
financial condition.
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Our success in selling health insurance is dependent in part on the actions of federal and state
governments. Changes in the laws and regulations governing the offer, sale and purchase of health insurance
could harm our business and operating results.
The laws and regulations governing the offer, sale and purchase of health insurance are complex and
subject to change, and future changes may be adverse to our business. For example, a long-standing provision in
most applicable state laws that we believe is advantageous to our business is that once health insurance premiums
are set by the carrier and approved by state regulators, they are fixed and not generally subject to negotiation or
discounting by insurance companies or agents. Additionally, state regulations generally prohibit carriers, agents and
brokers from providing financial incentives, such as rebates, to their members in connection with the sale of health
insurance. As a result, we do not currently compete with carriers or other agents and brokers on the price of the
health insurance plans offered on our website. If these regulations change, we could be forced to reduce prices or
provide rebates or other incentives for the health insurance plans sold through our ecommerce platform, which
would harm our business, operating results and financial condition. In addition, a federal law was recently passed
that requires disclosure of commissions paid to us to the purchaser of small business, major medical individual and
family and short-term health insurance plans. The provisions of the law have not gone into effect. It is unclear what
impact the law will have when it goes into effect, but it could cause health insurance carriers to lower our
commission rates, which could reduce our revenue.
States and federal governments may adopt laws and regulations that are adverse to our business, including
laws and regulations that impact the types of health insurance coverage available to consumers, the product features
and benefits, our marketing and selling of plans and the role and compensation of agents and brokers in the sale of
health insurance.
Changes to the rules and regulations that apply to our sale of Medicare related health insurance are more
likely given that the Biden administration recently took office. CMS may change the rules and regulations applicable
to us in connection with our Medicare plan business, and those changes could harm our business, operating results
and financial condition. The Biden administration has also indicated that it is in support of changes to the Affordable
Care Act. It is difficult to predict what changes the Biden administration may make in the rules and regulations
relating to our sale of the products that we sell, but the changes could harm our business, operating results and
financial condition.
If we fail to comply with the numerous state insurance laws and regulations that are applicable to the
sale of health insurance, our business and operating results could be harmed.
We are required to maintain a valid license in each state in which we transact health insurance business and
to adhere to sales, documentation and administration practices specific to that state. We must maintain our health
insurance licenses to continue selling plans and to continue to receive commissions from health insurance carriers.
In addition, each employee who transacts health insurance business on our behalf must maintain a valid license in
one or more states. Because we do business in all 50 states and the District of Columbia, compliance with health
insurance-related laws, rules and regulations is difficult and imposes significant costs on our business. Each
jurisdiction’s insurance department typically has the power, among other things, to:
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grant, limit, suspend and revoke licenses to transact insurance business;
conduct inquiries into the insurance-related activities and conduct of agents and agencies;
require and regulate disclosure in connection with the sale and solicitation of health insurance;
authorize how, by which personnel and under what circumstances insurance premiums can be quoted and
published and an insurance policy sold;
approve which entities can be paid commissions from carriers and the circumstances under which they may
be paid;
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regulate the content of insurance-related advertisements, including web pages, and other marketing
practices;
approve policy forms, require specific benefits and benefit levels and regulate premium rates;
impose fines and other penalties; and
impose continuing education requirements.
Due to the complexity, periodic modification and differing interpretations of state insurance laws and
regulations, we may not have always been, and we may not always be, in compliance with them. New state
insurance laws, regulations and guidelines also may not be compatible with the sale of health insurance over the
Internet or with various aspects of our platform or manner of marketing or selling health insurance plans. Failure to
comply with insurance laws, regulations and guidelines or other laws and regulations applicable to our business
could result in significant liability, additional department of insurance licensing requirements, required modification
of our advertising and business practices, changes to our existing technology or platforms, the limitation, suspension
and/or revocation of our licenses in a particular jurisdiction, termination of our relationship with health insurance
carriers or loss of commissions and/or our inability to sell health insurance plans, which would harm our business,
operating results and financial condition. Moreover, an adverse regulatory action in one jurisdiction could result in
penalties and adversely affect our license status, business or reputation in other jurisdictions due to the requirement
that adverse regulatory actions in one jurisdiction be reported to other jurisdictions. Even if the allegations in any
regulatory or other action against us are proven false, any surrounding negative publicity could harm consumer,
marketing partner or health insurance carrier confidence in us, which could significantly damage our brand.
Our business is subject to security risks and, if we experience cyberattacks, security breaches or are
otherwise unable to safeguard the security and privacy of confidential data, including personal health
information, our business will be harmed.
Our services involve the collection and storage of confidential and personally identifiable information of
consumers and the transmission of this information to their chosen health insurance carriers and to government. For
example, we collect names, addresses, credit card and social security numbers and protected health information such
as information regarding the medical history of consumers. As a result, we are subject to various laws and
regulations and contractual requirements regarding the collection, maintenance, protection, use, transmission,
disclosure and disposal of sensitive personal information. We also hold a significant amount of information relating
to our current and former employees. We cannot guarantee that our facilities and systems, and those of our third
party service providers, will be free of security breaches, cyberattacks, acts of vandalism, computer viruses,
malware, misplaced or lost data, programming and/or human errors or other similar events. Compliance with privacy
and security laws, requirements and regulations, particularly new state legislation such as the California Consumer
Privacy Act, may result in cost increases due to new constraints on our business, the development of new processes,
the effects of potential non-compliance by us or third party service providers, and enforcement actions. We may be
required to expend significant amounts and other resources to protect against security breaches or to alleviate
problems caused by security breaches. Despite our implementation of security measures, techniques used to obtain
unauthorized access or to sabotage systems change frequently. As a result, we may be unable to anticipate these
techniques or to implement adequate preventative measures. Additionally, our third party service providers may
cause security breaches for which we are responsible.
Any compromise or perceived compromise of our security or the security of one of our vendors could
damage our reputation, cause the termination of relationships with government-run health insurance exchanges and
our members, marketing partners and health insurance carriers, reduce demand for our services and subject us to
significant liability and expense as well as regulatory action and lawsuits, which would harm our business, operating
results and financial condition. The COVID-19 pandemic generally is increasing the attack surface available to
criminals, as more companies and individuals work remotely and otherwise work online. Consequently, the risk of a
cybersecurity incident has increased. We cannot provide assurances that our preventative efforts, or those of our
vendors or service providers, will be successful. In addition, in the event that additional data security laws are
implemented, or our health insurance carrier or other partners determine to impose requirements on us relating to
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data security, we may not be able to timely comply with such requirements or such requirements may not be
compatible with our current processes. Changing our processes could be time consuming and expensive, and failure
to timely implement required changes could result in our inability to sell health insurance plans in a particular
jurisdiction or for a particular health insurance carrier or subject us to liability for non-compliance, any of which
would damage our business, operating results and financial condition. For instance, health insurance carriers may
require us to be compliant with additional security standards in order to accept credit card information from
consumers or require us to comply with additional privacy and security standards to do business with us at all.
Compliance with privacy and security standards is regularly assessed, and we may not always be compliant with the
standards. If we are not in compliance, we may not be able to accept credit card information from consumers or
conduct health insurance business, and our relationship with health insurance carriers could be adversely impacted
or terminated, which would harm our business, operating results and financial condition.
Any legal liability, regulatory penalties, or negative publicity for the information on our website or that
we otherwise provide could harm our business and operating results.
We provide information on our website, through our customer care centers, in our marketing materials and
in other ways regarding health insurance in general and the health insurance plans we market and sell, including
information relating to insurance premiums, coverage, benefits, provider networks, exclusions, limitations,
availability, plan comparisons and insurance company ratings. A significant amount of both automated and manual
effort is required to maintain the considerable amount of insurance plan information on our website. We also use the
information provided on our website and otherwise collected by us to publish reports designed to educate
consumers, facilitate public debate, and facilitate reform at the state and federal level. If the information we provide
on our website, through our customer care centers, in our marketing materials or otherwise is not accurate or is
construed as misleading, or if we do not properly assist individuals and businesses in purchasing health insurance,
members, health insurance carriers and others could attempt to hold us liable for damages, our relationships with
health insurance carriers could be terminated or impaired and regulators could attempt to subject us to penalties,
force us to stop using our websites, marketing material or certain aspects of them, revoke our licenses to transact
health insurance business in a particular jurisdiction, and/or compromise the status of our licenses to transact health
insurance business in other jurisdictions, which could result in our loss of our commission revenue and harm our
business, operating results and financial condition. In the ordinary course of operating our business, we have
received complaints that the information we provided was not accurate or was misleading. We have received, and
may in the future receive, inquiries from CMS or state departments of insurance regarding our marketing and
business practices and compliance with laws and regulations. Although in the past we have resolved these
complaints and governmental inquiries without significant financial cost or impact to our brand or reputation, we
cannot guarantee that we will be able to do so in the future. Our sales of short-term health insurance plans that lack
the same benefits as major medical health insurance plans may increase the risk that we receive complaints
regarding our marketing and business practices due to the potential for consumer confusion between short-term
health insurance and major medical health insurance. In addition, these types of claims could be time-consuming and
expensive to defend, could divert our management’s attention and other resources, and could cause a loss of
confidence in our services. As a result, whether or not we are able to successfully resolve these claims, they could
harm our business, operating results and financial condition.
Our business could be harmed if we are unable to contact our consumers or market the availability of
our products through specific channels.
We use email and telephone, among other channels, to market our services to potential members and as the
primary means of communicating with our existing members. The laws and regulations governing the use of email
and telephone calls for marketing purposes continue to evolve, and changes in technology, the marketplace or
consumer preferences may lead to the adoption of additional laws or regulations or changes in interpretation of
existing laws or regulations. If new laws or regulations are adopted, or existing laws and regulations are interpreted
or enforced, to impose additional restrictions on our ability to send email or telephone messages to our members or
potential members, we may not be able to communicate with them in a cost-effective manner. In addition to legal
restrictions on the use of email, Internet service providers, e-mail service providers and others attempt to block the
transmission of unsolicited email, commonly known as “spam.” Many Internet and e-mail service providers have
relationships with organizations whose purpose it is to detect and notify the Internet and e-mail service providers of
entities that the organization believes is sending unsolicited e-mail. If an Internet or e-mail service provider
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identifies email from us as “spam” as a result of reports from these organizations or otherwise, we can be placed on
a restricted list that will block our email to members or potential members.
We use telephones to communicate with customers and prospective customers and some of these
communications may be subject to the Telephone Consumer Protection Act, or TCPA, and other telemarketing laws.
The TCPA and other laws, including state laws, relating to telemarketing restrict our ability to market using the
telephone in certain respects. For instance, the TCPA prohibits us from using an automatic telephone dialing system
to make certain telephone calls to consumers without prior express consent. We have policies in place to comply
with the TCPA and other telemarketing laws. However, despite our legal compliance, we have in the past and may
in the future become subject to claims that we have violated the TCPA. The TCPA provides for statutory damages of
$500 for each violation and $1,500 for each willful violation. In the event that we were found to have violated the
TCPA, our business, operating results and financial condition could be harmed. In addition, telephone carriers may
block or put consumer warnings on calls originating from call centers. Consumers increasingly screen their
incoming emails and telephone calls, including by using screening tools and warnings, and therefore our members or
potential members may not reliably receive our emails or telephone messages. If we are unable to communicate
effectively by email or telephone with our members and potential members as a result of legislation, blockage,
screening technologies or otherwise, our business, operating results and financial condition would be harmed.
Risks Related to Finance, Accounting and Tax Matters
Our operating results will be impacted by factors that impact our estimate of the constrained LTV of
commissions per approved member.
Effective January 1, 2018, we adopted Accounting Standards Update 2014-09, Revenue from Contracts
with Customers (ASC 606). As a result of the adoption of ASC 606, we recognize revenue for plans approved during
the period by applying the latest estimated constrained LTVs for that product. Constrained LTVs are estimates and
are based on a number of assumptions, which include, but are not limited to, estimates of the conversion rates of
approved members into paying members, forecasted average plan duration and forecasted commission rates we
expect to receive per approved member's plan. These assumptions are based on historical trends and require
significant judgment by our management in interpreting those trends and in applying the constraints. Changes in our
historical trends will result in changes to our constrained LTV estimates in future periods and therefore could
adversely affect our revenue and financial results in those future periods. As a result, negative changes in the factors
upon which we estimate constrained LTVs, such as reduced conversion of approved members to paying members,
increased health insurance plan terminations or a reduction in the lifetime commission amounts we expect to receive
for selling the plan to a member or other changes could harm our business, operating results and financial condition.
Changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or decrease to
commission receivables. In addition, if we ultimately receive commission payments that are less than the amount we
estimated when we recognized commission revenue, we would need to write off the remaining commission
receivable balance, which would adversely impact our business, operating results, and financial condition.
The rate at which approved members become paying members is a significant factor in our estimation of
constrained LTVs. To the extent we experience a decline in the rate at which approved members turn into our paying
members, our business, operating results, and financial condition would be harmed.
The forecasted average plan duration is another important factor in our estimation of constrained LTV. We
receive commissions from health insurance carriers for health insurance plans sold through us. When one of these
plans is canceled, or if we otherwise do not remain the agent on the policy, we no longer receive the related
commission payment. Our forecasted average plan duration and health insurance plan termination rate are calculated
based on our historical data by plan type. As a result, a reduction in our forecasted average plan duration or an
inability to produce accurate forecasted average plan duration may adversely impact our business, operating results
and financial condition.
Commission rates are also a significant factor in our estimation of constrained LTVs. The commission rates
we receive are impacted by a variety of factors, including the particular health insurance plans chosen by our
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members, the carriers offering those plans, our members’ states of residence, the laws and regulations in those
jurisdictions, the average premiums of plans purchased through us and health care reform. Our commission revenue
per member has in the past decreased, and could in the future decrease, as a result of reductions in contractual
commission rates, a change in the mix of carriers whose products we sell during a given period, and increased health
insurance plan termination rates, all of which are beyond our control and may occur on short notice. To the extent
these and other factors cause our commission revenue per member to decline, our revenue may decline and our
business, operating results and financial condition would be harmed. Given that Medicare-related and individual and
family health insurance purchasing is concentrated during enrollment periods, we may experience a shift in the mix
of Medicare-related and individual and family health insurance products selected by our members over a short
period of time. Any reduction in our average commission revenue per member caused by such a shift or otherwise
would harm our business, operating results and financial condition.
The determination of constraints is also a factor that requires significant management judgment. Constraints
are applied to LTVs for revenue recognition purposes and help ensure that the total estimated lifetime commissions
expected to be collected from an approved member's plan are recognized as revenue only to the extent that is
probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the
uncertainty associated with future commissions receivable from the plan is subsequently resolved. We determine the
constraint for each product by comparing prior calculations of LTV to actual cash received and review the reasons
for any variations. We then apply judgment in assessing whether the difference between historical cash collections
and LTV is representative of differences that can be expected in future periods. We also analyze whether
circumstances have changed and consider any known or potential modifications to the inputs into LTV in light of the
factors that can impact the amount of cash expected to be collected in future periods including but not limited to
commission rates, carrier mix, plan duration, changes in laws and regulations, and cancellations of insurance plans
offered by health insurance carriers with which we have a relationship. We evaluate the appropriateness of our
constraints on an ongoing basis, and we update our assumptions when we observe a sufficient amount of evidence
that would suggest that the long-term expectation underlying the assumptions has changed. If we underestimate the
initial constraint applied to LTVs, we might be required to increase the constraint or record an impairment in a
future period which would harm our business, operating results and financial condition.
The closing of the financing transaction with the purchaser of our Series A preferred stock is subject to
terms and conditions, many of which are outside our control. We may experience delays and difficulties with the
closing of the transaction and no assurance can be given that it will close. The failure to close the transaction
could adversely impact our future liquidity and our financial condition.
On February 17, 2021, we entered into an investment agreement pursuant to which we have agreed to issue
to a purchaser at closing, 2,250,000 shares of our newly designated Series A preferred stock at an aggregate
purchase price of $225 million (the “Private Placement”). The Private Placement is subject to closing conditions,
including, among others: (i) the expiration or early termination of the waiting period (and any extension thereof)
applicable to the consummation of the Private Placement under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended; (ii) the confirmation by Nasdaq that it has no objection to the terms and conditions of the
Private Placement; and (iii) the determination that consummation of the Private Placement would not cause our
outside auditor to no longer be deemed independent under the rules and regulations of the Securities and Exchange
Commission or the Public Company Accounting Oversight Board. While we intend to actively pursue the steps
necessary to fulfill our closing conditions, some of the conditions are outside of our control and it is possible that not
all of the closing conditions to the Private Placement will be satisfied. The failure to close the Private Placement
could adversely impact our future liquidity and financial condition.
The issuance of shares of our Series A preferred stock dilutes the ownership and relative voting power of
holders of our common stock and may adversely affect the market price of our common stock.
As of February 17, 2021, the common stock to be issued to the purchaser of our Series A preferred stock
upon closing of the transaction in the Private Placement represent approximately 8.8% of our outstanding common
stock on an as-converted basis. The Series A preferred stock is convertible at the option of the holders at any time
after May 31, 2021 into shares of common stock based on the conversion rate set forth in the certificate of
34
designations for the Series A preferred stock, which conversion would dilute the ownership interest of existing
holders of our common stock. In addition, because holders of our Series A preferred stock are entitled to vote, on an
as-converted basis, together with holders of our common stock on all matters submitted to a vote of the holders of
our common stock, the issuance of the Series A preferred stock effectively reduces the relative voting power of the
holders of our common stock.
Any sales in the public market of the common stock issuable upon conversion of the Series A preferred
stock could adversely affect prevailing market prices of our common stock. Pursuant to the investment agreement,
holders of our Series A preferred stock will receive customary resale registration rights for common stock issued
upon conversion of the Series A preferred stock upon closing. Any resale of our common stock would increase the
number of shares of our common stock available for public trading. Sales by our Series A preferred stockholder of a
substantial number of shares of our common stock in the public market, or the perception that such sales might
occur, could have a material adverse effect on the price of our common stock.
Our Series A preferred stock has rights, preferences and privileges that are not held by, and are
preferential to, the rights of our common stockholders, which could adversely affect our liquidity and financial
condition, result in the interests of holders of our Series A preferred stock differing from those of our common
stockholders and make an acquisition of us more difficult.
Holders of our Series A preferred stock have (i) a liquidation preference (ii) rights to dividends, which are
senior to all of our other equity securities, (iii) redemption rights on or after the sixth anniversary of the closing of
the Private Placement and (iv) the right to require us to repurchase any or all of their Series A preferred stock in
connection with certain change of control events, each subject to the terms, conditions and exceptions contained in
the certificate of designations.
These dividend and share repurchase and redemption obligations could impact our liquidity and reduce the
amount of cash flows available for working capital, capital expenditures, growth opportunities, acquisitions, and
other general corporate purposes. Our obligations to the purchaser of our Series A Preferred Stock, as the initial
holder of our Series A preferred stock, could also limit our ability to obtain additional financing or increase our
borrowing costs, which could have an adverse effect on our financial condition. The preferential rights could also
result in divergent interests between the Series A preferred stockholder and holders of our common stock.
Furthermore, a sale of our company, as a change of control event, may require us to repurchase Series A preferred
stock, which could have the effect of making an acquisition of our company more expensive and potentially
deterring proposed transactions that may otherwise be beneficial to our stockholders.
The purchaser of our Series A preferred stock may exercise influence over us, including through its
ability to designate a director on our board of directors.
The investment agreement contains certain negative operating covenants which we have agreed to comply
with following closing of the Private Placement and for so long as the purchaser continues to own at least 30% of
the shares of Series A preferred stock issued to it in the Private Placement.
Further, the terms of the investment agreement will entitle the initial purchaser of our Series A preferred
stock to nominate one individual for election to our board of directors so long as the purchaser continues to own at
least 30% of the common stock issuable or issued upon conversion of the Series A preferred stock originally issued
to it in the Private Placement. In addition, if we fail to maintain certain levels of commissions receivable and
liquidity, the purchaser will be entitled to nominate one additional director. The director designated by the purchaser
will also be entitled to serve on committees of our board of directors, subject to applicable law and stock exchange
rules. Notwithstanding the fact that all directors will be subject to fiduciary duties to us and to applicable law, the
interests of the director designated by the purchaser of our Series A preferred stock may differ from the interests of
our security holders as a whole or of our other directors.
35
Our debt obligations contain restrictions that impact our business and expose us to risks that could
materially adversely affect our liquidity and financial condition.
We are party to a credit agreement with Royal Bank of Canada and other lenders that enables us to borrow
up to $75 million pursuant to a revolving credit facility. This credit agreement imposes certain covenants and
restrictions on our business and our ability to obtain additional financing. As of December 31, 2020, we had no
outstanding debt under our revolving credit facility.
The credit agreement contains customary affirmative covenants, including covenants regarding the payment
of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable
laws and regulations. The credit agreement also contains restrictions that, subject to certain exceptions, limit our
ability to merge or consolidate, sell or transfer assets outside the ordinary course of business, make certain types of
investments and restricted payments, pay dividends, incur additional indebtedness, grant liens, or enter into
transactions with affiliates without the lender’s consent. Further, the credit agreement contains a financial covenant
requiring the Company to maintain a minimum level of excess availability at any time. The facility contains events
of default, including, among others, non-payment defaults, inaccuracy of representations and warranties, covenant
defaults, cross-defaults to other indebtedness, judgment defaults, collateral defaults, bankruptcy and insolvency
defaults and a change of control default.
If we experience a decline in cash flow due to any of the factors described in this “Risk Factors” section or
otherwise, we could have difficulty paying interest and principal amounts due on our indebtedness and meeting the
financial covenants set forth in our loan facility. If we are unable to generate sufficient cash flow or otherwise obtain
the funds necessary to make required payments under the credit facility, or if we fail to comply with the
requirements of our indebtedness, we could default under our credit facility. Any default that is not cured or waived
could result in the acceleration of the obligations under the credit facility, an increase in the applicable interest rate
under the credit facility, and would permit our lender to exercise rights and remedies with respect to all of the
collateral that is securing the credit facility, which includes substantially all of our assets. Any such default could
materially adversely affect our liquidity and financial condition.
Even if we comply with all of the applicable covenants, the restrictions on the conduct of our business
could materially adversely affect our business by, among other things, limiting our ability to take advantage of
financings, mergers, acquisitions and other corporate opportunities that may be beneficial to the business. Even if
the credit facility were terminated, additional debt we could incur in the future may subject us to similar or
additional covenants, which could place restrictions on the operation of our business.
If we fail to maintain proper and effective internal controls, our ability to produce accurate financial
statements could be impaired, which could adversely affect our operating results, our ability to operate our
business and our stock price.
We have a complex business organization. Ensuring that we have adequate internal financial and
accounting controls and procedures in place to help ensure that we can produce accurate financial statements on a
timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently and is complicated by the
expansion of our business operations and changing accounting requirements. Our management, including our chief
executive officer and chief financial officer, does not expect that our internal control over financial reporting will
prevent all errors or all fraud. A control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or
more people, or by management override of the controls. Over time, controls may become inadequate because
changes in conditions or deterioration in the degree of compliance with policies or procedures may occur. Because
of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not
be detected. We cannot assure that significant deficiencies or material weaknesses in our internal control over
financial reporting will not be identified in the future. Any failure to maintain or implement required new or
improved controls, or any difficulties we encounter in their implementation, could result in significant deficiencies
or material weaknesses, cause us to fail to timely meet our periodic reporting obligations, or result in material
36
misstatements in our financial statements. Any such failure could also adversely affect the results of periodic
management evaluations and annual auditor attestation reports regarding disclosure controls and the effectiveness of
our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the
rules promulgated thereunder. The existence of a material weakness could result in errors in our financial statements
that could result in a restatement of financial statements, cause us to fail to timely meet our reporting obligations and
cause investors to lose confidence in our reported financial information, leading to a decline in our stock price and
potential lawsuits against us.
Changes in our provision for income taxes or adverse outcomes resulting from examination of our
income or other tax returns or changes in tax legislation could adversely affect our results.
Our provision for income taxes is subject to volatility and could be adversely affected by earnings differing
materially from our projections, changes in the valuation of our deferred tax assets and liabilities, tax effects of
stock-based compensation, outcomes as a result of tax examinations or by changes in tax laws, regulations,
accounting principles, including accounting for uncertain tax positions, or interpretations thereof.
To the extent that our provision for income taxes is subject to volatility or adverse outcomes as a result of
tax examinations, our operating results could be harmed. Significant judgment is required to determine the
recognition and measurement attribute prescribed in U.S. generally accepted accounting principles, or GAAP,
relating to accounting for income taxes. In addition, we are subject to examinations of our income tax returns by the
Internal Revenue Service, or IRS, and other tax authorities. We assess the likelihood of adverse outcomes resulting
from these examinations to determine the adequacy of our provision for income taxes. There may be exposure that
the outcomes from these examinations will have an adverse effect on our operating results and financial condition.
Our ability to use net operating losses to offset future taxable income may be subject to certain
limitations.
We have net operating loss carryforwards for federal and state income tax purposes to offset future taxable
income. Our federal and state net operating loss carryforwards begin expiring in 2034 and 2021, respectively. A lack
of future taxable income would adversely affect our ability to utilize these net operating loss carryforwards. In
addition, utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to
ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Code
and similar state provisions. These ownership change limitations may limit the amount of net operating loss
carryforwards and other tax attributes that can be utilized annually to offset future taxable income and tax,
respectively. In general, an “ownership change” as defined by Section 382 of the Internal Revenue Code of 1986, as
amended, or the Code, results from a transaction or series of transactions over a three-year period resulting in an
ownership change of more than 50 percentage points (by value) of the outstanding stock of a company by certain
stockholders. Our ability to use the remaining net operating loss carryforwards may be further limited if we
experience a Section 382 ownership change as a result of future changes in our stock ownership.
Risks Related to our Technology
Our ability to sell Medicare-related health insurance plans as a health insurance agent depends upon
maintenance of functioning information technology systems.
The success of our Medicare plan customer care center operations is dependent upon information
technology systems. Many of our Medicare plan members utilize our customer care center in connection with their
purchase of a Medicare plan. CMS rules require that our health insurance agent employees utilize CMS-approved
scripts in connection with the sale of Medicare plans and that we record and maintain the recording of telephonic
interactions relating to the sale of Medicare plans. We rely on telephone, call recording, customer relationship
management and other systems and technology in our Medicare customer care center operations, and we are
dependent upon third parties for some of them, including our telephone and call recording systems. These systems
have failed temporarily in the past and may experience additional disruption due to systems upgrades, power
37
outages, an increase in remote work or other impacts as a result of the COVID-19 pandemic. The effectiveness and
stability of our Medicare customer care center systems and technology are critical to our ability to sell Medicare
plans, particularly during the Medicare enrollment periods, and the failure or interruption of any of these systems
and technology or any inability to handle increased volume would harm our business, operating results and financial
condition.
System failures or capacity constraints could harm our business and operating results.
The performance, reliability and availability of our ecommerce and telephony platforms and underlying
network infrastructures are critical to our financial results, our brand and our relationship with members, marketing
partners and health insurance carriers. Although we regularly attempt to enhance our platforms and system
infrastructure, system failures and interruptions may occur if we are unable to accurately project the rate or timing of
increases in our website or call center traffic or for other reasons, some of which are completely outside our control.
We could experience significant failures and interruptions, which would harm our business, operating results and
financial condition. If these failures or interruptions occurred during the Medicare annual enrollment period, the
Medicare Advantage open enrollment period or during the open enrollment period under health care reform, the
negative impact on us would be particularly pronounced.
We rely in part upon third-party vendors, including data center, cloud infrastructure, and bandwidth
providers, to operate our ecommerce and telephony platforms. We cannot predict whether additional network
capacity will be available from these vendors as we need it, and our network or our suppliers’ networks might be
unable to achieve or maintain a sufficiently high capacity of data transmission. Any system failure that causes an
interruption in or decreases the responsiveness of our services would impair our revenue-generating capabilities and
harm our business and operating results and damage our reputation. In addition, any loss of data could result in loss
of customers and subject us to potential liability. Our facilities and our database and systems are vulnerable to
damage or interruption from human error, fire, floods, power loss, telecommunications failures, physical or
electronic break-ins, computer viruses, acts of terrorism, other attempts to harm our systems and similar events. In
addition, our operations are vulnerable to earthquakes, fire, severe weather conditions, including those brought about
by climate change, and other natural disasters in the San Francisco Bay Area and elsewhere in Northern California,
China, and as well as in other parts of the U.S. where we or our outsourced health insurance agents maintain offices.
We may not be able to adequately protect our intellectual property, which could harm our business and
operating results.
We believe that our intellectual property is an essential asset of our business and that our technology
currently gives us a competitive advantage in the distribution of Medicare-related, individual and family and small
business health insurance. We rely on a combination of copyright, trademark and trade secret laws as well as
confidentiality procedures and contractual provisions to establish and protect our intellectual property rights in the
United States. The efforts we have taken to protect our intellectual property may not be sufficient or effective, and
our trademarks may be held invalid or unenforceable. Moreover, the law relating to intellectual property is not as
developed in China, and our intellectual property rights may not be as respected in China as they are in the United
States. We may not be effective in policing unauthorized use of our intellectual property, trade secrets and other
confidential information, and even if we do detect violations, litigation may be necessary to enforce our intellectual
property rights. Any enforcement efforts we undertake, including litigation, could be time-consuming and
expensive, could divert our management’s attention and may result in a court determining that our intellectual
property or other rights are unenforceable. If we are not successful in cost-effectively protecting our intellectual
property rights, trade secrets and confidential information, our business, operating results and financial condition
could be harmed.
38
Consumers depend upon third-party service providers to access our website and services, and our
business and operating results could be harmed as a result of technical difficulties experienced by these service
providers.
Consumers using our website and accessing our services depend upon Internet, online and other service
providers for access to our website and services. Many of these service providers have experienced significant
outages, delays and other difficulties in the past and could experience them in the future. Any significant
interruption in access to our call centers or our website or increase in our website’s response time as a result of these
difficulties could damage our relationship with insurance carriers, marketing partners and existing and potential
members and could harm our business, operating results and financial condition.
Risks Related to Ownership of Our Common Stock
Our actual operating results may differ significantly from our guidance.
From time to time, we have released, and may continue to release guidance in earnings conference calls,
earnings releases, or otherwise, regarding our future performance that represents our management's estimates as of
the date of release. This guidance, which includes forward-looking statements, has been and will be based on
projections prepared by our management. Guidance is necessarily speculative in nature, and it can be expected that
some or all of the assumptions underlying the guidance furnished by us will not materialize or will vary significantly
from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of
the date of release. Our actual results have, and may in the future, vary from our guidance and the variations may be
material. In light of the foregoing, investors are urged not to rely upon our guidance in making an investment
decision regarding our common stock.
Projections are based upon a number of assumptions and estimates that, while presented with numerical
specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control and are based upon specific assumptions with respect to future business
decisions, some of which will change. Among these factors, the assumptions underlying our estimates of
commission revenue as required by ASC 606, may vary significantly over time. We may state possible outcomes as
high and low ranges. Any range we provide is not intended to imply that actual results could not fall outside of the
suggested ranges. Any failure to successfully implement our operating strategy or the occurrence of any of the
events or circumstances set forth in this “Risk Factors” section could result in the actual operating results being
different from our guidance, and the differences may be adverse and material. The principal reason that we release
guidance is to provide a basis for our management to discuss our business outlook with analysts and investors and
we may decide to suspend guidance at any time. We do not accept any responsibility for any projections or reports
published by any such third parties.
The price of our common stock has been and may continue to be volatile, and the value of your
investment could decline.
The trading price of our common stock has been volatile and is likely to continue to fluctuate substantially.
For the year ended December 31, 2020, the closing price of our common stock fluctuated from $61.81 to $146.09
per share. The trading price of our common stock depends on a number of factors, including those described in this
“Risk Factors” section, many of which are beyond our control and may not be related to our operating performance.
These fluctuations could cause you to lose all or part of your investment in our common stock since you might be
unable to sell your shares at or above the price you paid. Factors that could cause fluctuations in the trading price of
our common stock include the following:
•
•
price and volume fluctuations in the overall stock market from time to time, including as a result of the
COVID-19 pandemic;
volatility in the market prices and trading volumes of our competitors' shares, including high technology
stocks, which have historically experienced high levels of volatility;
39
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
new laws or regulations or new interpretations of existing laws or regulations applicable to our business,
including developments relating to the health care industry and the marketing and sale of Medicare plans;
actual or anticipated changes in our operating results or the growth rate of our business;
changes in operating performance and stock market valuations of other technology companies generally,
and of our competitors;
failure of securities analysts to maintain coverage of us, changes in financial estimates by any securities
analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
sales of shares of our common stock by us or our stockholders;
announcements by us or our competitors of new products or services;
the public reaction to our press releases, other public announcements, and filings with the SEC;
rumors and market speculation involving us or other companies in our industry;
negative publicity about us, including accurate and inaccurate third-party commentary or reports regarding
us;
actual or anticipated developments in our business, our competitors' businesses, or the competitive
landscape generally;
our ability to control costs, including our operating expenses;
litigation involving us, our industry or both, or investigations by regulators into our operations or those of
our competitors;
developments or disputes concerning our intellectual property or other proprietary rights;
announced or completed acquisitions of businesses or technologies by us or our competitors;
changes in accounting standards, policies, guidelines, interpretations, or principles;
any significant change in our management; and
general economic conditions and slow or negative growth of our markets.
The effect of such factors on the trading market for our stock may be enhanced by the lack of a large and
established trading market for our stock. In addition, the stock market in general, and the market for technology
companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of those companies. Broad market and industry factors may seriously
affect the market price of our common stock, regardless of our actual operating performance. Additionally, as a
public company, we face the risk of shareholder lawsuits, particularly if we experience declines in the price of our
common stock. In the past, following periods of volatility in the overall market and the market prices of a particular
company's securities, securities class action lawsuits have often been instituted against affected companies. We have
been, and may in the future be, subject to such legal actions.
Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions
of Delaware law, could impair a takeover attempt.
Our certificate of incorporation, bylaws, and Delaware law contain provisions which could have the effect
of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors. Our
corporate governance documents include provisions:
•
•
creating a classified board of directors whose members serve staggered three-year terms;
authorizing undesignated preferred stock, which could be issued by our board of directors without
stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our
common stock;
40
•
•
•
•
•
limiting the liability of, and providing indemnification to, our directors and officers;
limiting the ability of our stockholders to call and bring business before special meetings;
requiring advance notice of stockholder proposals for business to be conducted at meetings of our
stockholders and for nominations of candidates for election to our board of directors;
controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;
and
providing our board of directors with the express power to postpone previously scheduled annual meetings
and to cancel previously scheduled special meetings.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or
changes in our management.
As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the
Delaware General Corporation law, which prevents some stockholders holding more than 15% of our outstanding
common stock from engaging in certain business combinations without approval of the holders of substantially all of
our outstanding common stock.
Any provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or
deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares
of our common stock, and could also affect the price that some investors are willing to pay for our common stock.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
The following table sets forth the location, approximate square footage and primary use of each of the
principal properties we occupied as of December 31, 2020:
Location
Approximate
Square
Footage
Primary Use
Santa Clara, California
45,657
Gold River, California
63,206
Corporate headquarters, marketing and advertising, technology and
content and general and administrative
Customer care and enrollment, technology and content and general
and administrative
South Jordan, Utah
41,813
Customer care and enrollment
Xiamen, China
Austin, Texas
53,758
26,878
Technology and content, customer care and enrollment, marketing
and advertising and general and administrative
Technology and content, customer care and enrollment, marketing
and advertising and general and administrative
Indianapolis, Indiana
56,276
Customer care and enrollment
41
ITEM 3.
LEGAL PROCEEDINGS
In the ordinary course of our business, we have received and may continue to receive inquiries from state
and federal regulators relating to various matters. We have become, and may in the future become, involved in
litigation in the ordinary course of our business. If we are found to have violated laws or regulations in any
jurisdiction, we could be subject to various fines and penalties, including revocation of our license to sell insurance
in those states, and our business, operating results and financial condition would be harmed. Revocation of any of
our licenses or penalties in one jurisdiction could cause our license to be revoked or for us to face penalties in other
jurisdictions. In addition, without a health insurance license in a jurisdiction, carriers would not pay us commissions
for the products we sold in that jurisdiction, and we would not be able to sell new health insurance products in that
jurisdiction. We could also be harmed to the extent that related publicity damages our reputation as a trusted source
of objective information relating to health insurance and its affordability. It could also be costly to defend ourselves
regardless of the outcome. Our material legal proceedings are described in Part II, Item 8 of this Form 10-K in the
Notes to Consolidated Financial Statements in Note 8 – Commitments and Contingencies,
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
42
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on The Nasdaq Global Market under the symbol EHTH. As of February 16,
2021, there were 26 stockholders of record of our common stock (which does not include the number of
stockholders holding shares of our common stock in “street name”) and the closing price of our common stock was
$53.74 per share on February 16, 2021 as reported by The Nasdaq Global Market.
Dividend Policy
We have never declared or paid any cash dividend on our common stock. We currently do not expect to pay
any dividends on our common stock in the foreseeable future.
Unregistered Sales of Equity Securities
In February 2019, we issued 294,608 shares of our common stock and in January 2020 we issued another
294,608 shares of our common stock, each as a part of earnout payments in connection with our acquisition of
GoMedigap, as described in Item 8 – Financial Statements and Supplementary Data – Note 3 – Acquisition of our
Notes to Consolidated Financial Statements of this Annual Report on Form 10-K. These shares were issued in
reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions not involving any public
offering.
On February 17, 2021, we entered into an investment agreement with H.I.G. pursuant to which we have
agreed to sell to H.I.G. at closing, 2,250,000 shares of our newly designated Series A preferred stock at an aggregate
purchase price of $225.0 million. These shares will be issued in reliance on Section 4(a)(2) of the Securities Act of
1933, as amended, as a transaction not involving any public offering.
Securities Authorized for Issuance under Equity Compensation Plans
See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters” for information regarding securities authorized for issuance.
Issuer Purchases of Equity Securities
We did not repurchase any of our common stock in the open market or in privately negotiated transactions
during the year ended December 31, 2020.
43
STOCK PERFORMANCE GRAPH
The following information relating to the price performance of our common stock shall not be deemed
“filed” with the Securities and Exchange Commission or “soliciting material” under the Securities Exchange Act of
1934, as amended, or subject to Regulation 14A or 14C, or to liabilities under Section 18 of the Exchange Act,
except to the extent that we specifically request that such information be treated as soliciting material or to the extent
that we specifically incorporate this information by reference.
The graph below matches our cumulative total stockholder return on our common stock with the
cumulative 5-year total returns on the Nasdaq Composite index and the Research Data Group, or RDG Internet
Composite index. The graph tracks the performance of a $100 investment in our common stock and in each index
(with the reinvestment of dividends) from December 31, 2015 to December 31, 2020.
eHealth, Inc.
Nasdaq Composite
RDG Internet Composite
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
$
$
$
100.00 $
106.71 $
174.05 $
384.97 $
962.73 $
707.52
100.00 $
108.87 $
141.13 $
137.12 $
187.44 $
271.64
100.00 $
104.75 $
157.67 $
156.03 $
207.10 $
318.18
ITEM 6.
SELECTED CONSOLIDATED FINANCIAL DATA
No disclosure is required by Item 301 of Regulation S-K as in effect on the date of this Annual Report on
Form 10-K.
44
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Please read the following discussion and analysis of our financial condition and results of operations
together with our consolidated financial statements and related notes included under Part II, Item 8 of this Annual
Report on Form 10-K.
Overview
We are a leading private health insurance marketplace with a technology and service platform that provides
consumer engagement, education and health insurance enrollment solutions. Our mission is to connect every person
with the highest quality, most affordable health insurance and Medicare plans for their life circumstances. Our
platform integrates proprietary and third-party developed educational content regarding health insurance plans with
decision support tools to aid consumers in what has traditionally been a confusing and opaque health insurance
purchasing process, and to help them obtain the health insurance products that meet their individual health and
economic needs. Our omnichannel consumer engagement platform is designed to meet the consumer wherever they
prefer to engage with us, and enables consumers to use our services online, through interactive chat, or by telephone
with a licensed insurance agent. We have created a marketplace that offers consumers a broad choice of insurance
products that include thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug,
individual and family, small business and other ancillary health insurance products from over 200 health insurance
carriers across all fifty states and the District of Columbia.
Impact from COVID-19
We experienced a number of changes in our business related to the impacts from the COVID-19 pandemic.
During the first quarter of 2020, we closed our offices in the United States and China and shifted our employees to a
work-from-home model in response to the virus outbreak. While some of our offices in the United States remain
closed, we reopened our office in China in the second quarter of 2020 given the improvements in the situation in the
region where our office is located. During the third quarter of 2020, we also reopened some of our U.S. office
locations at a reduced capacity with additional safety and social distancing measures. Based on our success in
shifting existing agents to work from home, we launched a remote agent model in 2020, tapping into nationwide
agent talent to hire full-time customer care agents. We expect this model to provide us with geographic hiring
flexibility as we grow our telesales capacity.
In addition, we believe the COVID-19 pandemic had an impact on consumer behavior when it comes to
selecting and utilizing health insurance. We believe that more seniors are now likely to shop for Medicare products
online or over the phone versus a face-to-face meeting with a traditional broker. This should have a positive impact
on comparison Medicare platforms such as ours. At the same time, we believe that reduced utilization of healthcare
by seniors in 2020 also had a dampening effect on Medicare plan switching during the fourth quarter annual
enrollment period, or AEP, of 2020. See Risk Factors in Part I, Item 1A of this Annual Report on Form 10-K for a
discussion of risks related to the COVID-19 pandemic.
H.I.G. Investment
On February 17, 2021, we entered into an investment agreement pursuant to which we have agreed to sell
to the purchaser at closing, 2,250,000 shares of our newly designated Series A preferred stock at an aggregate
purchase price of $225.0 million. The Private Placement is subject to closing conditions, including, among others: (i)
the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation
of the Private Placement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) the
confirmation by Nasdaq that it has no objection to the terms and conditions of the Private Placement; and (iii) the
determination that consummation of the Private Placement would not cause our outside auditor to no longer be
45
deemed independent under the rules and regulations of the Securities and Exchange Commission or the Public
Company Accounting Oversight Board. The parties have agreed to cooperate with each other and use reasonable
best efforts to promptly take such actions to cause the closing conditions to be satisfied as promptly as reasonably
practicable.
Summary of Selected Metrics
We rely upon certain metrics to estimate and recognize commission revenue, evaluate our business
performance and facilitate strategic planning. Our commission revenue is influenced by a number of factors
including but not limited to:
•
•
•
the number of individuals on applications for Medicare-related, individual and family, small business and
ancillary health insurance plans that are approved by the relevant health insurance carriers;
the number of approved members for Medicare-related, individual and family, small business and ancillary
health insurance plans from whom we have received an initial commission payment; and
the constrained lifetime value, or LTV, of approved members for Medicare-related, individual and family
and ancillary health insurance plans we sell as well as the estimated annual value of approved members for
small business plans we sell.
We have included the number of new paying members in our selected metrics to provide more detail and
visibility into new paying member contribution to the changes in membership. We count an approved member as a
new paying member when we have received a commission payment from the carrier relating to the plan purchased
by the member. Not all approved members become paying members for various reasons. In addition, for any given
period, the rate at which approved members become new paying members is impacted by the time lag between
carrier approval and our receipt of the commission payment from the carrier. The difference in our metrics between
the number of approved members and new paying members tends to vary, especially in the first and fourth quarters
given this time lag and given that plans we sell in the fourth quarter do not begin generating commissions until the
first quarter when they become effective.
We have removed submitted applications from our selected metrics given that we do not recognize revenue
based on this metric, and it is not as indicative of our commission receivable collection as other metrics we do
provide.
46
Approved Members
Approved members represent the number of individuals on submitted applications that were approved by
the relevant insurance carrier for the identified product during the current period. The applications may be submitted
in either the current period or prior periods. Not all approved members ultimately become paying members.
The following table shows approved members by product for the period presented:
Medicare:
Medicare Advantage
Medicare Supplement
Medicare Part D
Total Medicare
Individual and Family:
Non-Qualified Health Plans
Qualified Health Plans
Total Individual and Family
Ancillaries:
Short-term
Dental
Vision
Other
Total Ancillaries
Small Business
Total Approved Members
Year Ended December 31,
2020
2019
2018
387,652
40,551
74,357
502,560
19,578
13,750
33,328
41,640
40,455
18,581
14,270
114,946
14,809
665,643
279,561
42,688
112,677
434,926
20,187
11,999
32,186
58,687
43,640
21,391
22,980
146,698
16,685
630,495
148,478
29,837
61,373
239,688
23,075
19,575
42,650
107,846
47,343
24,638
33,500
213,327
19,550
515,215
2020 compared to 2019 – Medicare approved members increased 16% in 2020 compared to 2019. The
increase in total Medicare approved members was primarily attributable to a 39% growth in Medicare Advantage
plan members, partially offset by a 34% decline in Medicare Part D plan members. The increase in approved
Medicare Advantage members was primarily driven by strong online enrollment growth, increased marketing
efforts, an increase in our internal agent productivity and the COVID-19 related special enrollment period in the
second quarter of 2020. During this special enrollment period, certain individuals were permitted to enroll, disenroll
or switch their Medicare Advantage and Medicare Part D prescription drug plans. However, our approved
application growth was less than expected primarily due to the underperformance of our outsourced external agent
force and, to a lesser extent, increased competition in our direct television marketing channel during the fourth
quarter 2020 AEP. We also believe that external factors, including the pandemic and the prolonged election cycle,
impacted consumer demand on our platform during the 2020 AEP. To address the underperformance of our external
agents, we have determined to shift our agent salesforce to a predominantly internal full-time agent model as our
internal agents have experienced stronger performance and productivity than our outsourced agents. We began this
shift towards the increased utilization of internal agents near the end of the 2020 AEP.
Individual and Family Plan approved members grew 4% in 2020 compared to 2019 primarily due to a 15%
increase in approved members for qualified health plans. Ancillary plan approved members declined 22% in 2020
compared to 2019 primarily due to a decrease in short-term health insurance approved members. Small business
group health insurance approved members declined 11% in 2020 compared to 2019 mainly due to the shift of our
focus on our Medicare business.
2019 compared to 2018 – Medicare approved members grew 81% in 2019 compared to 2018. The growth
was primarily due to an 88% growth in Medicare Advantage submitted applications and an 84% growth in Medicare
47
Part D submitted applications. Individual and Family Plan approved members declined 25% in 2019 compared to
2018, due primarily to market conditions in the individual and family plan market and our decision to shift our
marketing investments towards our Medicare business. Approved members for all ancillary products combined
declined 31% in 2019 compared to 2018, due primarily to a 46% decline in short term plan submitted applications.
Small business approved members decreased 15% in 2019 compared to 2018, due primarily to a decrease in the
number of members per application and in the percentage of approved applications.
New Paying Members
New Paying Members consist of approved members from the period presented and any periods prior to the
period presented from whom we have received an initial commission payment during the period presented. The
following table shows our new paying member by product for the periods presented below:
Medicare:
Medicare Advantage
Medicare Supplement
Medicare Part D
Total Medicare
Individual and Family:
Non-Qualified Health Plans
Qualified Health Plans
Total Individual and Family
Ancillaries:
Short-term
Dental
Vision
Other
Total Ancillaries
Small Business
Total New Paying Members
Year Ended December 31,
2020
2019
2018
324,916
35,649
104,833
465,398
18,279
12,378
30,657
41,953
38,253
17,128
13,918
111,252
14,362
621,669
235,978
37,069
84,369
357,416
20,687
10,310
30,997
62,124
42,439
21,332
21,601
147,496
17,606
553,515
134,565
48,403
30,990
213,958
27,105
23,199
50,304
94,778
45,876
22,604
34,029
197,287
18,874
480,423
2020 compared to 2019 – Medicare total new paying members grew 30% in 2020 compared to 2019,
primarily driven by a 38% increase in Medicare Advantage plan new paying members and a 24% increase in
Medicare Part D prescription drug plan new paying members. Individual and family plan new paying members
declined 1% in 2020 compared to 2019 due to a decrease in new paying members for non-qualified plans, partially
offset by an increase in new paying members for qualified plans. Ancillary new paying members declined 25% in
2020 compared 2019 due primarily to a decline in approved members across all ancillary plans. Small business new
paying members declined 18% in 2020 compared to 2019 primarily due to a decrease in approved members.
2019 compared to 2018 – Medicare total new paying members grew 67% in 2019 compared to 2018,
primarily driven by a 75% increase in Medicare Advantage plan new paying members and a 172% increase in
Medicare Part D prescription drug plan new paying members. The increases were primarily driven by an increase in
enrollment volume. Individual and family plan new paying members declined 38% in 2019 compared 2018 due to a
decrease in new paying members for both non-qualified and qualified plans. Ancillary new paying members
declined 25% in 2019 compared to 2018 primarily due to a decline in approved members across all ancillary plans.
Small business new paying members declined by 7% in 2019 compared to 2018 primarily due to a decrease in
approved members.
48
Estimated Constrained Lifetime Value of Commissions Per Approved Member
The following table shows our estimated constrained LTV, of commissions per approved member by
product for the years presented below:
Year Ended December 31,
2020
2019
2018
Medicare:
Medicare Advantage (1)
Medicare Supplement (1)
Medicare Part D (1)
Individual and Family:
Non-Qualified Health Plans (1)
Qualified Health Plans (1)
Ancillaries:
Short-term (1)
Dental (1)
Vision (1)
Small Business (2)
__________
$
952 $
1,013 $
1,125
215
203
265
162
79
55
157
979
238
213
217
101
70
56
159
964
1,047
243
151
141
56
77
55
168
(1)
(2)
Constrained LTV of commissions per approved member represents commissions estimated to be collected over the estimated life of an
approved member’s policy after applying constraints in accordance with our revenue recognition policy. The estimate is driven by
multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated average plan duration, the regulatory
environment, and cancellations of insurance plans offered by health insurance carriers with which we have a relationship. These
factors may result in varying values from period to period. For additional information on constrained LTV, see Critical Accounting
Policies and Estimates.
For small business, the amount represents the estimated commissions we expect to collect from the plan over the following twelve
months. The estimate is driven by multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated
average plan duration, the regulatory environment, and cancellations of insurance plans offered by health insurance carriers with
which we have a relationship and applied constraints. These factors may result in varying values from period to period.
Medicare
2020 compared to 2019 – The constrained LTV of commissions per Medicare Supplement approved
member increased by 15% in 2020 compared to 2019, primarily as a result of an increase in estimated average plan
duration.
The constrained LTV of commissions per approved member for Medicare Advantage and Medicare Part D
prescription drug plans declined by 6% and 10%, respectively, in 2020 compared to 2019, primarily due to a
decrease in estimated average plan duration. The decline in estimated average plan duration was driven by various
factors, including our historical emphasis on optimizing member experience during the initial enrollment process
and driving new enrollment growth with less emphasis and resources allocated to post-transaction communications
and existing member retention. In addition, the decline in estimated plan duration was also impacted by certain
market related factors including the introduction of the open enrollment period in 2019 which provided an additional
opportunity for Medicare Advantage and Medicare Part D prescription drugs plan members to change plans. We
also believe that a larger number of Medicare Advantage plan members terminated their plans due to an increased
selection of plans with new features and benefits available to consumers for the 2020 plan year and the additional
opportunities for consumers to shop and switch Medicare Advantage and Medicare Part D prescription drug plans
49
during the recent open enrollment periods. The decline had a more pronounced impact on our newer member cohorts
and on our telephonic enrollments, while our online enrollments continue to have higher average duration.
During the third quarter of 2020, we initiated a number of programs to improve our member retention. For
example, we have launched a customer retention team, adjusted the compensation structure of our agents to better
align with our retention goals, and deployed new technologies aimed at improving member retention, including the
launch of our Customer Center. We believe these efforts will lead to improved plan duration trends during 2021.
2019 compared to 2018 – The constrained LTV of commissions per approved member for Medicare
Advantage plans increased by 5% in 2019 compared to 2018, primarily due to improved member attrition and higher
commission rates. The constrained LTV for Medicare Supplement approved members declined by 6% primarily as a
result of a decrease in the average plan duration, and the constrained LTV of commissions per Medicare Part D
approved member declined by 2% primarily as a result of carrier mix.
Individual and Family and Ancillaries
2020 compared to 2019 – The constrained LTV of commissions per approved qualified health plan
member increased by 22% in 2020 compared to 2019 primarily due to increased estimates of average plan duration.
The constrained LTV of commissions per short-term health insurance approved member increased 60% in 2020
compared to 2019 primarily as a result of selling plans with higher premium and an increase in estimated average
plan duration. The constrained LTV of commission per approved member for dental plans increased by 13% in 2020
compared to 2019 primarily due to an increase in estimated average plan duration and lower constraints as a result of
reduced volatility based on historical trends.
2019 compared to 2018 – The constrained LTV of commissions per qualified and non-qualified health plan
for approved members increased by 54% and 41%, in 2019 compared to 2018, respectively, mostly due to improved
plan duration. The constrained LTV of commissions per short-term approved member increased 80% in 2019
compared to 2018, primarily driven by an increase in average plan duration.
50
Estimated Membership
Estimated membership represents the estimated number of members active as of the date indicated based on
the number of members for whom we have received or applied a commission payment during the period of
estimation. The following table shows estimated membership by product as of the periods presented below:
Medicare (1)
Medicare Advantage
Medicare Supplement
Medicare Part D
Total Medicare
Individual and Family (2)
Ancillaries (3)
Short-term
Dental
Vision
Other
Total Ancillaries
Small Business (4)
Total Estimated Membership
__________________
As of December 31,
2020
2019
2018
533,282
104,188
238,503
875,973
116,247
23,088
118,647
68,587
37,033
247,355
45,771
404,694
93,477
212,478
710,649
128,487
27,862
127,083
71,277
38,119
264,341
42,638
1,285,346
1,146,115
276,357
70,426
139,907
486,690
151,904
24,192
138,916
73,987
38,136
275,231
39,101
952,926
(1)
(2)
(3)
(4)
To estimate the number of members on Medicare-related health insurance plans, we take the sum of (i) the number of members for
whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation
(after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii)
the number of approved members over that period (after reducing that number using historical experience for an assumed number of
members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the
extent we determine we have received substantially all of the commission payments related to a given month during the period being
estimated, we will take the number of members for whom we have received or applied a commission payment during the month of
estimation.
To estimate the number of members on Individual and Family health insurance plans (“IFP”), we take the sum of (i) the number of
IFP members for whom we have received or applied a commission payment for a month that may be up to three months prior to the
date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being
estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an
assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the
estimate). To the extent we determine we have received substantially all of the commission payments related to a given month during
the period being estimated, we will take the number of members for whom we have received or applied a commission payment during
the month of estimation.
To estimate the number of members on ancillary health insurance plans (such as short-term, dental and vision insurance), we take the
sum of (i) the number of members for whom we have received or applied a commission payment for a month that may be up to three
months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over
the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical
experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations
through the date of the estimate). To the extent we determine we have received substantially all of the commission payments related to
a given month during the period being estimated, we will take the number of members for whom we have received or applied a
commission payment during the month of estimation. The one to three-month period varies by insurance product and is largely
dependent upon the timeliness of commission payment and related reporting from the related carriers.
To estimate the number of members on small business health insurance plans, we use the number of initial members at the time the
group was approved, and we update this number for changes in membership if such changes are reported to us by the group or carrier.
However, groups generally notify the carrier directly of policy cancellations and increases or decreases in group size without
informing us. Health insurance carriers often do not communicate policy cancellation information or group size changes to us. We
often are made aware of policy cancellations and group size changes at the time of annual renewal and update our membership
statistics accordingly in the period they are reported.
51
Health insurance carriers bill and collect insurance premiums paid by our members. The carriers do not
report to us the number of members that we have as of a given date. The majority of our members who terminate
their plans do so by discontinuing their premium payments to the carrier and do not inform us of the cancellation.
Also, some of our members pay their premiums less frequently than monthly. Given the number of months required
to observe non-payment of commissions in order to confirm cancellations, we estimate the number of members who
are active on insurance policies as of a specified date.
After we have estimated membership for a period, we may receive information from health insurance
carriers that would have impacted the estimate if we had received the information prior to the date of estimation. We
may receive commission payments or other information that indicates that a member who was not included in our
estimates for a prior period was in fact an active member at that time, or that a member who was included in our
estimates was in fact not an active member of ours. For instance, we reconcile information carriers provide to us and
may determine that we were not historically paid commissions owed to us, which would cause us to have
underestimated membership. Conversely, carriers may require us to return commission payments paid in a prior
period due to policy cancellations for members we previously estimated as being active. We do not update our
estimated membership numbers reported in previous periods. Instead, we reflect updated information regarding our
historical membership in the membership estimate for the current period. As a result of the delay in our receipt of
information from insurance carriers, actual trends in our membership are most discernible over periods longer than
from one quarter to the next. As a result of the delay we experience in receiving information about our membership,
it is difficult for us to determine with any certainty the impact of current conditions on our membership retention.
Various circumstances could cause the assumptions and estimates that we make in connection with estimating our
membership to be inaccurate, which would cause our membership estimates to be inaccurate. A member who
purchases and is active on multiple standalone insurance plans will be counted as a member more than once. For
example, a member who is active on both an individual and family health insurance plan and a standalone dental
plan will be counted as two continuing members.
2020 compared to 2019 – Medicare estimated membership grew 23% as of December 31, 2020 compared
to December 31, 2019 driven by a 32% increase in Medicare Advantage, as well as 12% and 11% increases in
Medicare Part D prescription drug plan and Medicare Supplement plan estimated membership, respectively. The
overall growth in Medicare estimated membership was due to our investment in our Medicare business. Individual
and family plan estimated membership declined by 10% as of December 31, 2020 compared to December 31, 2019
due to market conditions in the individual and family plan market and our decision to shift our investment to our
Medicare business. Ancillary plan estimated membership as of December 31, 2020 declined 6% compared to
estimated membership as of December 31, 2019 primarily as a result of the decline of estimated membership of
dental, short-term health plans, and vision plans.
2019 compared to 2018 – Medicare estimated membership grew 46% as of December 31, 2019 compared
to December 31, 2018 primarily driven by a 46% and 52% increase in Medicare Advantage and Medicare Part D
prescription drug plan estimated membership, respectively. Individual and family plan estimated membership
declined by 15% as of December 31, 2019 compared to December 31, 2018 primarily due to market conditions in
the individual and family plan market and our decision to shift our marketing investments towards our Medicare
business. Ancillary plan estimated membership declined 4% as of December 31, 2019 compared to December 31,
2018, primarily due to a 9% decline in dental plan estimated membership. Small business estimated membership
grew 9% as of December 31, 2019 compared to December 31, 2018, primarily driven by our focus on key
partnerships and technology enhancements.
52
Member Acquisition
Marketing initiatives are an important component of our strategy to increase revenue and are primarily
designed to encourage consumers to complete an application for health insurance. Variable marketing cost
represents direct costs incurred in member acquisition from our direct, marketing partners and online advertising
channels. In addition, we incur customer care and enrollment expenses (“CC&E”) in assisting applicants during the
enrollment process. Variable marketing costs exclude fixed overhead costs, such as personnel related costs,
consulting expenses, facilities and other operating costs allocated to the marketing and advertising department.
The following table shows the estimated variable marketing cost per approved member and the estimated
customer care and enrollment expense per approved member metrics for the years presented below. The numerator
used to calculate each metric is the portion of the respective operating expenses for marketing and advertising and
customer care and enrollment that is directly related to member acquisition for our sale of Medicare Advantage,
Medicare Supplement and Medicare Part D prescription drug plans (collectively, “Medicare Plans”) and for all
individual and family major medical plans and short-term health insurance (collectively, “IFP Plans”), respectively.
The denominator used to calculate each metric is based on a derived metric that represents the relative value of the
new members acquired. For Medicare Plans, we call this derived metric Medicare Advantage (“MA”)-equivalent
members, and for IFP Plans, we call this derived metric IFP-equivalent members. The calculations for MA-
equivalent members and for IFP-equivalent members are based on the weighted number of approved members for
Medicare Plans and IFP Plans during the year, with the number of approved members adjusted based on the relative
LTV of the product they are purchasing. Since the LTV for any product fluctuates from year to year, the weight
given to each product was determined based on their relative LTVs at the time of our adoption of ASC 606.
Year Ended December 31,
2020
2019
2018
Medicare:
Estimated CC&E cost per approved MA-equivalent approved member (1)
Estimated variable marketing cost per MA-equivalent approved member (1)
Total Medicare estimated cost per approved member
Individual and Family Plan:
Estimated CC&E cost per IFP-equivalent approved member (2)
Estimated variable marketing cost per IFP-equivalent approved member (2)
Total IFP estimated cost per approved member
$
$
$
$
368 $
355 $
384
330
752 $
685 $
92 $
102 $
83
67
175 $
169 $
315
297
612
61
59
120
_____________
(1) MA-equivalent approved members is a derived metric with a Medicare Part D approved member being weighted at
25% of a Medicare Advantage member and a Medicare Supplement member based on their relative LTVs at the time of
our adoption of ASC 606. We calculate the number of approved MA-equivalent members by adding the total number of
approved Medicare Advantage and Medicare Supplement members and 25% of the total number of approved Medicare
Part D members during the years presented.
(2)
IFP-equivalent approved members is a derived metric with a short-term approved member being weighted at 33% of a
major medical individual and family health insurance plan member based on their relative LTVs at the time of our
adoption of ASC 606. We calculate the number of approved IFP-equivalent members by adding the total number of
approved qualified and non-qualified health plan members and 33% of the total number of short-term approved
members during the years presented.
2020 compared to 2019 – Estimated CC&E costs per approved MA-equivalent member increased 4% in
2020 compared to 2019, due to underperformance of vendor agents which led to lower than expected approved
members. Estimated variable marketing costs per approved MA-equivalent member increased by 16% in
2020 compared to 2019, due to a larger portion of applications originating from our online marketing channels
which tend to have higher average marketing costs, and it was also impacted by underperformance of vendor agents
which resulted in lower than expected approved members. Going forward, we expect a reduction in member
acquisition costs per approved MA-equivalent member as a result of improved productivity of our agent force by
53
shifting to a predominantly internal employed agent model and, to a lesser extent, an increase in the percentage of
unassisted online enrollment.
Estimated variable CC&E cost per approved IFP-equivalent member decreased 10% in 2020 compared to
2019 due primarily to a decrease in personnel-related costs and an increase in the number of approved members.
Estimated variable marketing cost per approved IFP-equivalent member increased by 24% in 2020 compared to
2019 primarily driven by an increase in variable marketing costs.
2019 compared to 2018 – Estimated CC&E costs per approved MA-equivalent member increased 13% in
2019 compared to 2018, due to our decision to have more customer care agents during the lower volume quarters,
and a significant increase in overtime costs and average call length during the peak volume period in the fourth
quarter. Estimated variable marketing costs per approved MA-equivalent member increased by 11% in 2019
compared to 2018, due to an increase in online advertising costs and higher variable marketing costs for select
initiatives within the direct and partner channels. As we increased our spending on digital advertising channel for
accelerated enrollment growth and market share expansion, the average costs were higher per member.
Estimated variable CC&E cost per approved IFP-equivalent member increased 67% in 2019 compared to
2018, also primarily driven by decline in the number of approved members for non-qualified health plans, qualified
health plans, and short-term products as well as increase in investments of IFP-dedicated customer care agents.
Estimated variable marketing cost per approved IFP-equivalent member increased by 14% in 2019 compared to
2018 primarily driven by a decline in the number of approved members for non-qualified health plans, qualified
health plans, and short-term products.
54
Results of Operations
The following table sets forth our operating results and related percentage of total revenues for the years
presented below (dollars in thousands):
Revenue:
Commission
Other
Total revenue
Operating costs and expenses (1)
Cost of revenue
Marketing and advertising
Customer care and enrollment
Technology and content
General and administrative
Change in fair value of earnout liability
Amortization of intangible assets
Restructuring charges
Acquisition costs
Total operating costs and expenses
Income from operations
Other income, net
Income before income taxes
Provision for income taxes
Net income
____________
Year Ended December 31,
2020
2019
2018
$ 508,189
87 % $ 466,676
92 % $ 227,211
74,585
13 %
39,525
8 %
24,184
90 %
10 %
582,774
100 %
506,201
100 %
251,395
100 %
4,083
209,340
172,895
65,188
76,452
—
1,493
—
—
529,451
53,323
1 %
2,738
1 %
1,228
36 %
150,249
30 %
82,939
30 %
134,304
27 %
70,547
11 %
47,085
9 %
31,970
13 %
64,150
13 %
45,828
— %
24,079
4 %
12,300
— %
— %
— %
2,187
—
—
— %
— %
— %
2,091
1,865
76
91 %
424,792
84 %
248,844
9 %
81,409
666
— %
2,090
53,989
8,539
9 %
1 %
83,499
16,612
16 %
— %
16 %
3 %
$
45,450
8 % $
66,887
13 % $
2,551
755
3,306
3,065
241
— %
33 %
28 %
13 %
18 %
5 %
1 %
1 %
— %
99 %
1 %
— %
1 %
1 %
— %
(1) Operating costs and expenses include the following amounts of stock-based compensation expense (in thousands):
Marketing and advertising
Customer care and enrollment
Technology and content
General and administrative
Restructuring charges
Total stock-based compensation expense
Year Ended December 31,
2020
2019
2018
$
5,102 $
4,230 $
1,974
2,723
5,460
1,451
3,611
11,887
13,278
—
—
816
1,675
7,824
251
$ 25,172 $ 22,570 $ 12,540
55
Revenue
Our commission revenue, other revenue and total revenue are summarized as follows (dollars in
thousands):
Commission
% of total revenue
Other
% of total revenue
Total revenue
Change
Change
2020
$
%
2019
$
%
2018
$ 508,189
$ 41,513
9% $ 466,676
$ 239,465
105% $ 227,211
87 %
92 %
90 %
74,585
35,060
89%
39,525
15,341
63%
24,184
13 %
8 %
10 %
$ 582,774
$ 76,573
15% $ 506,201
254,806
101% $ 251,395
2020 compared to 2019 – Commission revenue increased $41.5 million, or 9% in 2020 compared to 2019
due to a $35.2 million increase in commission revenue from the Medicare segment and a $6.3 million increase in
commission revenue from Individual, Family and Small Business segment. The increase in commission revenue
from the Medicare segment was driven by a 16% increase in Medicare plan approved members, primarily
attributable to a 39% growth in Medicare Advantage plan approved members, partially offset by a decrease in net
adjustment revenue for the year ended December 31, 2020 compared to 2019 and a decline in the estimated
constrained LTV for Medicare Advantage plans. Excluding $42.3 million revenue recorded in the fourth quarter of
2019 related to a change in estimate of expected cash commission collections for Medicare Advantage plans since
we began selling such products through the third quarter of 2019, commission revenue increased 20% in 2020 as
compared to 2019. The increase in commission revenue from Individual, Family and Small Business segment was
primarily driven by a 21% increase in adjustment revenue and a 4% increase in individual and family plan approved
members. See Segment Information below for further discussion.
Net adjustment revenue consists of increases in revenue for certain prior period cohorts as well as
reductions in revenue for certain prior period cohorts. We recognize positive adjustments to revenue to the extent
that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Net
adjustment revenue for our Medicare segment in 2020 and 2019 was $5.7 million and $55.3 million, respectively.
For our Individual, Family and Small Business segment net adjustment revenue in 2020 and 2019 was $39.8 million
and $32.9 million, respectively. See Note 2 – Revenue in our Notes to Consolidated Financial Statements for more
information.
Other revenue increased $35.1 million, or 89% in 2020 compared to the same period in 2019 due to an
increase in Medicare advertising revenue as a result of an increase in the size and number of advertising programs
with certain carriers.
2019 compared to 2018 – Commission revenue increased $239.5 million, or 105% in 2019 compared to
2018 due to a $219.0 million increase in commission revenue from the Medicare segment and a $20.5 million
increase in commission revenue from Individual, Family and Small Business segment. The increase in commission
revenue from the Medicare segment was attributable to an 81% increase in Medicare plan approved members,
higher LTVs for Medicare Advantage plans, and an increase in adjustment revenue from Medicare Advantage plans
approved in prior periods. Of the adjustment revenue of $55.3 million for the year ended December 31, 2019, $42.3
million was related to a change in estimate of expected cash commission collections for Medicare Advantage plans
since we began selling such products through the third quarter of 2019. The increase in individual and family
commission revenue was primarily driven by an increase in LTVs for IFP plans and an increase in adjustment
revenue from IFP plans approved in prior periods as we continued to observe longer member duration than initially
anticipated at the time of enrollment for these plans
56
Other revenue increased $15.3 million, or 63%, in 2019 compared to 2018, primarily driven by a $17.4
million growth in Medicare advertising revenue, partially offset by a $2.1 million decline in revenue from our
individual and family health insurance sponsorship advertising program.
Cost of Revenue
Cost of revenue consists of payments related to health insurance plans sold to members who were referred
to our website by marketing partners with whom we have revenue-sharing arrangements. In order to enter into a
revenue-sharing arrangement, marketing partners must be licensed to sell health insurance in the state where the
policy is sold. Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized.
Additionally, cost of revenue includes the amortization of consideration we paid to certain broker partners
in connection with the transfer of their health insurance members to us as the new broker of record on the underlying
plans. These transfers include primarily Medicare plan members. Consideration for all book-of-business transfers is
being amortized to cost of revenue as we recognize commission revenue related to the transferred members.
Our cost of revenue is summarized as follows (dollars in thousands):
Change
Change
2020
$
%
2019
$
%
2018
Cost of revenue
% of total revenue
$
4,083
$
1,345
49 % $
2,738
$
1,510
123 %
1,228
1 %
1 %
— %
2020 compared to 2019 – Cost of revenue increased $1.3 million in 2020, compared to $2.7 million in
2019, primarily due to increased activity from our revenue sharing arrangements.
2019 compared to 2018 – Cost of revenue increased $1.5 million in 2019, compared to $1.2 million in
2018, primarily due to an increased amount of payments to marketing partners with whom we have revenue sharing
arrangements.
Marketing and Advertising
Marketing and advertising expenses consist primarily of member acquisition expenses associated with our
direct, marketing partner and online advertising member acquisition channels, in addition to compensation and other
expenses related to marketing, business development, partner management, public relations and carrier relations
personnel who support our offerings. We recognize expenses in our direct member acquisition channel in the period
in which they are incurred. We generally compensate our marketing partners for referrals based on the consumer
submitting a health insurance application on our platform, regardless of whether the consumer's application is
approved by the health insurance carrier, or for the referral of a Medicare-related lead to us by the marketing partner.
Some of our partners such as pharmacies and hospital networks are not compensated for referrals to us as a result of
legal requirements. These organizations have relationships with us to provide their customers and patients with our
consumer experience and to help them find the plan that best meets their needs. Some of our marketing partners
have tiered arrangements where the amount we pay the marketing partner per submitted application increases as the
volume of submitted applications we receive from the marketing partner increases. We recognize these expenditures
in the period when a marketing partner’s referral results in the submission of a health insurance application. In our
Medicare business, our current emphasis is on reducing the contribution from the lead aggregator marketing channel
that is characterized by high acquisition costs and emphasizing strategic partnerships including relationships with
health care industry participants, such as pharmacies and hospital networks, and with affiliate organizations where
our acquisition costs may be significantly lower.
Since the total volume of submitted applications that we receive from our marketing partners is largely
outside of our control, particularly during any short-term period, and because of our tiered marketing partner
57
arrangements, we could incur expenses in excess of, or below, the amounts we had planned in periods of rapid
change in the volume of submitted applications from marketing partner referrals. Similar to our marketing partner
channel, expenses in our online advertising channel will increase or decrease in relation to any increase or decrease
in consumers referred to our website as a result of search engine advertising or retargeting campaigns. We recognize
expenses in our online advertising member acquisition channels in the period in which the consumer clicks on the
advertisement. Increases in submitted applications resulting from marketing partner referrals or visitors to our
website from our online advertising channel has in the past, and could in the future, result in marketing and
advertising expenses significantly higher than our expectations.
Our marketing and advertising expenses are summarized as follows (dollars in thousands):
Change
Change
Marketing and advertising
% of total revenue
2020
$ 209,340
$
$ 59,091
%
2019
39 % $ 150,249
$
$ 67,310
%
2018
81 % $ 82,939
36 %
30 %
33 %
2020 compared to 2019 – Marketing and advertising expenses increased by $59.1 million or 39% in 2020,
compared to 2019, primarily driven by a $56.3 million increase in Medicare plan related variable advertising costs,
and $2.4 million increase in consulting. The increase in variable advertising expenses was due to an increase in our
investment for Medicare enrollment growth and the increase in expense as a percentage of revenue reflects lower
than expected volumes driven by underperformance of certain marketing channels.
2019 compared 2018 – Marketing and advertising expenses increased by $67.3 million or 81% in 2019,
compared to 2018, primarily driven by a $59.3 million increase in Medicare plan related variable advertising costs
and a $4.4 million increase in personnel costs due to higher headcount as we continued to invest in our marketing
initiatives in Medicare-related products.
Customer Care and Enrollment
Customer care and enrollment expenses primarily consist of compensation and benefits costs for personnel
engaged in assistance to applicants who call our customer care center and for enrollment personnel who assist
applicants during the enrollment process.
Our customer care and enrollment expenses are summarized as follows (dollars in thousands):
Change
Change
2020
$
%
2019
$
%
2018
Customer care and enrollment $ 172,895
% of total revenue
30 %
$ 38,591
29 % $ 134,304
$ 63,757
90 % $ 70,547
27 %
28 %
2020 compared to 2019 – Customer care and enrollment expenses increased by $38.6 million, or 29%, in
2020 compared to 2019. This increase was primarily driven by $27.5 million increase in personnel costs associated
with an increase in customer care and enrollment headcount, $5.1 million increase in consulting expenses, $2.8
million increase in facilities and other operating expenses, $1.3 million increase in stock-based compensation and
$1.0 million increase in licensing costs.
2019 compared to 2018 – Customer care and enrollment expenses increased by $63.8 million, or 90%, in
2019 compared to 2018. This increase was primarily due to a $28.4 million increase in personnel costs and a $24.3
million increase for the external agents hired for the AEP in the fourth quarter. The increase in personnel costs
resulted from higher headcount in the lower application volume quarters compared to the prior year as we started to
hire and train agents earlier in 2019 in preparation for the AEP in the fourth quarter, a significant increase in
58
overtime costs and average call length during the peak volume period in the fourth quarter, as well as the expenses
incurred related to the opening of the new customer care center in Indianapolis.
Historically, we experienced a seasonal increase in customer care and enrollment costs during the third and
fourth quarters primarily due to increased customer care center staffing to handle the anticipated increased volume
of health insurance transactions during the AEP in the fourth quarter. A significant portion of these costs were due to
increased outsourced vendor agent costs. Going forward, we plan to shift to a predominantly internal agent model
and will employ and maintain the majority of our health insurance agent force year-round. We expect to increase our
internal agents' utilization outside of the enrollment periods by expanding our offerings of ancillary products and
increasing our outbound calling efforts. As a result, we expect to incur increased customer care and enrollment costs
beginning earlier in 2021 and a reduced level of outsourced vendor agent costs during the fourth quarter AEP
season.
Technology and Content
Technology and content expenses consist primarily of compensation and benefits costs for personnel
associated with developing and enhancing our website technology as well as maintaining our website. A portion of
our technology and content group is located at our wholly-owned subsidiary in China, where technology
development costs are generally lower than in the United States.
Our technology and content expenses are summarized as follows (dollars in thousands):
Change
Change
2020
$
%
2019
$
%
2018
Technology and content
$ 65,188
$
18,103
38 % $ 47,085
$
15,115
47 % $ 31,970
% of total revenue
11 %
9 %
13 %
2020 compared to 2019 – Technology and content expenses increased $18.1 million, or 38%, in 2020
compared to 2019, primarily driven by increases of $8.4 million in personnel and compensation costs, $5.8 million
in facilities and other operating costs, $3.9 million in amortization of internally developed software and $1.8 in
stock-based compensation expense, partially offset by $2.1 million decrease in consulting expense.
2019 compared 2018 – Technology and content expenses increased $15.1 million, or 47%, in 2019
compared to 2018, primarily driven by increases of $5.3 million in personnel and compensation costs, $3.3 million
in consulting expenses, and $2.6 million in facilities and other operating costs.
General and Administrative
General and administrative expenses include compensation and benefits costs for personnel working in our
executive, finance, investor relations, government affairs, legal, human resources, internal audit, facilities and
internal information technology departments. These expenses also include fees paid for outside professional
services, including audit, tax, legal, government affairs and information technology fees.
Our general and administrative expenses are summarized as follows (dollars in thousands):
Change
Change
2020
$
%
2019
$
%
2018
General and administrative
$ 76,452
$
12,302
19 % $ 64,150
$
18,322
40 % $ 45,828
% of total revenue
13 %
13 %
18 %
59
2020 compared to 2019 – General and administrative expenses increased by $12.3 million, or 19%, in 2020
compared to 2019, primarily driven by increases of $5.2 million in compensation and personnel costs, $3.0 million
in consulting expense, and $2.8 million in facilities and other operating costs.
2019 compared to 2018 – General and administrative expenses increased by $18.3 million, or 40%, in 2019
compared to 2018, primarily driven by increases of $7.5 million in compensation and personnel costs, $5.4 million
in stock-based compensation expense, and $2.5 million in legal and professional fees.
Change in Fair Value of Earnout Liability
During the year ended December 31, 2020, there were no changes in fair value of earnout liability as the
earnout consideration was settled in January 2020. During the year ended December 31, 2019, we recorded a $24.1
million increase in the fair value of earnout liability. The adjustment to fair value of earnout liability in 2019 was
due to an increase in the value of our common stock since our acquisition of GoMedigap in January 2018.
Amortization of Intangible Assets
Our intangible asset amortization expense is summarized as follows (dollars in thousands):
Change
Change
2020
$
%
2019
$
%
2018
Amortization of intangible
assets
$ 1,493
$
(694)
(32) % $ 2,187
$
96
5 % $ 2,091
% of total revenue
— %
— %
1 %
2020 compared to 2019 – Amortization expense was primarily related to intangible assets purchased
through our acquisitions. Amortization expense decreased in 2020 compared to 2019 due to certain intangible assets
being fully amortized in 2020.
2019 compared to 2018 – Amortization expense was primarily related to intangible assets purchased
through our acquisitions of PlanPrescriber and GoMedigap. Amortization expense in 2019 remained flat compared
to 2018.
Other Income, Net
Other income, net, primarily consisted of interest income, sublease income, and margin earned on
commissions received from Medicare plan members transferred to us in 2010 through 2012 by a broker partner,
partially offset by interest expense on finance leases and debt and other bank fees.
Our other income, net is summarized as follows (dollars in thousands):
Change
Change
Other income, net
% of total revenue
2020
$
%
2019
$
%
2018
$
666
$
(1,424)
(68) % $ 2,090
$
1,335
177 % $
755
— %
— %
— %
2020 compared to 2019 – Other income, net, decreased by $1.4 million or 68% in 2020 compared to 2019
due primarily to a decrease in interest income.
2019 compared to 2018 – Other income, net, increased by $1.3 million or 177% in 2019 compared to 2018
primarily driven by an increase in interest income and an increase in margin earned on from members previously
60
transferred from a broker partner, partially offset by the accretion of debt related costs incurred from the debt facility
that we entered into in 2018 and amended in 2019.
Provision for Income Taxes
The following table presents our provision for income taxes for the years presented below (dollars in
thousands):
Provision for income taxes
Effective tax rate
2020
$ 8,539
$
(8,073)
$
%
(49) % $ 16,612
2019
$
13,547
$
%
442 % $ 3,065
2018
15.8 %
19.9 %
92.7 %
Change
Change
2020 compared to 2019 – For the year ended December 31, 2020, we recorded a provision for income taxes
of $8.5 million representing an effective tax rate of 15.8%, which is lower than the effective tax rate of 19.9% in
2019 primarily due to increased impact from stock-based compensation tax benefits and higher research and
development tax credits as compared to 2019.
2019 compared to 2018 – For the year ended December 31, 2019, we recorded a provision for income taxes
of $16.6 million representing an effective tax rate of 19.9%, which is lower than the effective federal tax rate of
92.7% for 2018 primarily due to a $2.4 million valuation allowance which was recorded in 2018 against certain state
net operating losses.
Segment Information
We report segment information based on how our chief executive officer, who is our chief operating
decision maker, or CODM, regularly reviews our operating results, allocates resources, and makes decisions
regarding our business operations. The performance measures of our segments include total revenue and profit. Our
business structure is comprised of two operating segments:
• Medicare; and
•
Individual, Family and Small Business.
Our CODM does not separately evaluate assets by segment, with the exception of commissions receivable,
by segment, and therefore assets by segment are not presented.
The Medicare segment consists primarily of commissions earned from our sale of Medicare-related health
insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans,
and to a lesser extent, ancillary products sold to our Medicare-eligible applicants, including but not limited to, dental
and vision plans, as well as our advertising program that allows Medicare-related carriers to purchase advertising on
a separate website developed, hosted and maintained by us and our delivery and sale to third parties of Medicare-
related health insurance leads generated by our ecommerce platforms and our marketing activities.
The Individual, Family and Small Business segment consists primarily of commissions earned from our
sale of individual, family and small business health insurance plans and ancillary products sold to our non-Medicare-
eligible applicants, including but not limited to, dental, vision, and short-term health insurance. To a lesser extent,
the Individual, Family and Small Business segment consists of amounts earned from our online sponsorship program
that allows carriers to purchase advertising space in specific markets in a sponsorship area on our website, our
licensing to third parties the use of our health insurance ecommerce technology, and our delivery and sale to third
parties of individual and family health insurance leads generated by our ecommerce platforms and our marketing
activities.
61
Marketing and advertising, customer care and enrollment, technology and content and general and
administrative operating expenses that are directly attributable to a segment are reported within the applicable
segment. Indirect marketing and advertising, customer care and enrollment and technology and content operating
expenses are allocated to each segment based on usage. Other indirect general and administrative operating expenses
are managed in a corporate shared services environment and, since they are not the responsibility of segment
operating management, are not allocated to the operating segments and instead reported within Corporate.
Segment profit is calculated as total revenue for the applicable segment less direct and allocated marketing
and advertising, customer care and enrollment, technology and content and general and administrative operating
expenses, excluding stock-based compensation expense, change in fair value of earnout liability, depreciation and
amortization expense, and amortization of intangible assets.
Our operating segment revenue and profit are summarized as follows (in thousands):
Change
Change
2020
$
%
2019
$
%
2018
Revenue
Medicare
$ 516,762 $
69,801
16 % $ 446,961 $ 236,391
112 % $ 210,570
Individual, Family and
Small Business
66,012
Total revenue
$ 582,774
6,772
76,573
Segment profit
11 %
59,240
18,415
45 %
40,825
15 % $ 506,201
254,806
101 % $ 251,395
Medicare segment profit
$ 101,963
(53,271)
(34) % $ 155,234
94,390
155 % $
60,844
Individual, Family and Small
Business segment profit
39,383
16,015
69 %
23,368
17,565
303 %
5,803
Total segment profit
141,346
(37,256)
(21) %
178,602
111,955
168 %
66,647
Corporate
(57,664)
(12,290)
27 %
(45,374)
(12,378)
38 %
(32,996)
Stock-based compensation
expense
(25,172)
(2,602)
12 %
(22,570)
(10,281)
84 %
(12,289)
Depreciation and amortization
(3,694)
(711)
24 %
(2,983)
(504)
20 %
(2,479)
Change in fair value of
earnout liability
Restructuring charges
Acquisition costs
Amortization of intangible
assets
24,079
(100) %
(24,079)
(11,779)
96 %
(12,300)
—
—
—
—
—
*
*
—
—
1,865
76
(96)
1,335
(100) %
(1,865)
(100) %
(76)
5 %
(2,091)
177 %
755
Other income, net
666
(1,424)
(68) %
2,090
(1,493)
694
(32) %
(2,187)
Income before income
taxes
_______
$
53,989 $
(29,510)
(35) % $
83,499 $
80,193
2,426 % $
3,306
*
Percentage calculated is not meaningful.
2020 compared to 2019
Revenue – Revenue from Medicare segment revenue grew $69.8 million or 16% in 2020 compared to
2019, primarily attributable to an increase in Medicare Advantage plan related commission revenue of $35.2 million
and an increase in other revenue of $34.6 million. Excluding $42.3 million revenue resulting from a change in
estimate recorded in the fourth quarter of 2019 regarding expected cash commission collections for Medicare
Advantage plans since we began selling such products through the third quarter of 2019, Medicare segment revenue
increased 28% in 2020 compared to 2019.The increase in Medicare Advantage commission revenue was driven by
39% growth in Medicare Advantage approved members. The overall growth of our Medicare business was a result
of our investment and marketing efforts in this segment and the increases in approved application volume due to the
62
open enrollment period in the first quarter and the COVID-19 related special enrollment period introduced in the
second quarter. The increase in other revenue was driven by an increase in advertising revenue due to increases in
size and number of advertising arrangements.
Revenue from Individual, Family and Small Business segment grew $6.8 million, or 11% in 2020
compared to 2019, primarily attributable to $6.3 million increase in commission revenue. The increase in
commission revenue from Individual, Family and Small Business segment was primarily due to an increase in
adjustment revenue of $7.0 million in 2020 compared to 2019, partially offset by $0.6 million decrease in
commission revenue from members approved during the period. We recognized $39.8 million adjustment revenue in
2020 due to stronger retention rates for earlier period cohorts of certain products based on our latest LTV
assessment.
Segment Profit – Our Medicare segment profit was $102.0 million in 2020, a decrease of $53.3 million or
34%, compared to 2019. This was primarily due to a $123.1 million increase in operating expenses, excluding stock-
based compensation expense, change in earnout liability, depreciation and amortization expenses, and amortization
of intangible assets, partially offset by a $69.8 million increase in revenue. The increase in operating expenses was
mostly attributable to increases in marketing costs and customer care and enrollment costs as we continued to invest
in telesales capacity, internal agent counts, agent productivity tools and incentives, customer engagement and
retention initiatives, and enhancements to our technology platform. Our Medicare segment profit was negatively
impacted by the underperformance of our outsourced external agent force and certain of our marketing channels
during the fourth quarter 2020 AEP. We also believe that some external factors, including the COVID-19 pandemic
and, to a lesser extent, the prolonged election cycle, might have influenced consumer demand.
Our Individual, Family and Small Business segment profit was $39.4 million in 2020, an increase of $16.0
million or 69% compared to 2019. The increase was primarily driven by a $6.8 million increase in revenue and
a $9.2 million decrease in operating expenses, excluding stock-based compensation expense, change in earnout
liability, depreciation and amortization expenses, and amortization of intangible assets.
2019 compared to 2018
Revenue – Medicare segment revenue grew $236.4 million or 112% in 2019 compared to 2018, primarily
attributable to an increase in Medicare Advantage plan related commission revenue of $196.4 million. This was
driven by 88% increase in approved Medicare Advantage applications in 2019 compared to 2018 and an increase in
adjustment revenue for Medicare Advantage plans approved in prior periods.
Revenue from Individual, Family and Small Business segment grew $18.4 million or 45% in 2019
compared to 2018, primarily attributable to $11.1 million increase in non-qualified health plans commission revenue
and $7.0 million increase in ancillary commission revenue. The increases were primarily attributable to an increase
in net adjustment revenue.
Segment Profit – Our Medicare segment profit was $155.2 million in 2019, an increase of $94.4 million or
155%, compared to 2018. This was primarily driven by a $236.4 million increase in revenue, partially offset by a
$142.0 million increase in operating expenses, excluding stock-based compensation expense, change in earnout
liability, depreciation and amortization expenses, and amortization of intangible assets. The increase in operating
expenses was mostly attributable to increased variable marketing costs and customer care and enrollment costs.
Our Individual, Family and Small Business segment profit was $23.4 million in 2019, an increase of $17.6
million or 303% compared to 2018. The increase was primarily driven by an $18.4 million increase in revenue and a
$0.9 million increase in operating expenses, excluding stock-based compensation expense, change in earnout
liability, depreciation and amortization expenses, and amortization of intangible assets.
63
Liquidity and Capital Resources
Our cash, cash equivalents, and short-term marketable securities are summarized as follows (in thousands):
Cash and cash equivalents
Short-term marketable securities
Total cash, cash equivalents, and short-term marketable securities
December 31, 2020 December 31, 2019
$
$
43,759 $
49,620
93,379 $
23,466
—
23,466
We believe our current cash and cash equivalents, credit facility, and expected cash collections will be
sufficient to fund our operations for at least twelve months after the filing date of this Annual Report on Form 10-K.
Our future capital requirements will depend on many factors, including our expected membership, retention rates,
and our level of investment in technology, marketing and advertising and our customer care initiatives. In addition,
our cash position could be impacted by further acquisitions and investments we make to pursue our growth strategy.
While we recognize constrained LTV as revenue at the time applications are approved, our collection of the
cash commissions resulting from approved applications generally occurs over a number of years. The expense
associated with approved applications, however, is generally incurred at the time of enrollment. As a result, the net
cash flow resulting from approved applications is generally negative in the period of revenue recognition and
generally becomes positive over the lifetime of the member. In periods of membership growth, cash receipts
associated with new and continuing members may be less than the cash outlays to acquire new members. We expect
a reduction in cash and cash equivalents in the future resulting from our continued investments to grow our business.
To the extent that available funds are insufficient to fund our future activities or to execute our financial strategy, we
may raise additional capital through bank debt, or public or private equity or debt financing to the extent such
funding sources are available.
As of December 31, 2020 and 2019, our cash and cash equivalents totaled $43.8 and $23.5 million,
respectively. Cash equivalents, which are comprised of financial instruments with an original maturity of 90 days or
less from the date of purchase, primarily consist of money market funds. The increase in cash and cash equivalents
reflects $201.2 million of net cash provided by financing activities, partially offset by $73.3 million of net cash used
in investing activities and $107.9 million of net cash used in operating activities. See Note 6 — Equity in our Notes
to Consolidated Financial Statements for information regarding our equity offering in March 2020. We also had
$3.4 million in restricted cash as of December 31, 2020 and December 31, 2019.
As of December 31, 2020 and 2019, we had 1.1 million and 1.0 million shares held in treasury stock,
respectively, that were shares repurchased to satisfy tax withholding obligations. As of December 31, 2020 and
2019, we had a total of 11.8 million and 11.6 million shares held in treasury stock, respectively, including 10.7
million shares previously repurchased.
Our cash flows are summarized as follows (in thousands):
Net cash used in operating activities
Net cash used in investing activities
Net cash provided by financing activities
Year Ended December 31,
$
2020
(107,860) $
(73,283)
201,249
2019
2018
(71,492) $
(16,944)
102,141
(3,230)
(25,757)
1,860
64
Operating Activities
Net cash used in operating activities primarily consists of net loss, adjusted for certain non-cash items,
including change in fair value of earnout liability, deferred income taxes, stock-based compensation expense,
depreciation and amortization, amortization of intangible assets and internally developed software, other non-cash
items, and the effect of changes in working capital and other activities.
Collection of commissions receivable depends upon the timing of our receipt of commission payments and
associated commission reports from health insurance carriers. If we were to experience a delay in receiving a
commission payment from a health insurance carrier within a quarter, our operating cash flows for that quarter could
be adversely impacted.
A significant portion of our marketing and advertising expenses is driven by the number of health insurance
applications submitted on our ecommerce platforms. Since our marketing and advertising costs are expensed and
generally paid as incurred, and since commission revenue is recognized upon approval of a member but commission
payments are paid to us over time, our operating cash flows could be adversely impacted by a substantial increase in
the volume of applications submitted during a quarter or positively impacted by a substantial decline in the volume
of applications submitted during a quarter. During the Medicare AEP which takes place during the last quarter of
each year, we experience an increase in the number of submitted Medicare-related health insurance applications and
marketing and advertising expenses compared to outside of Medicare annual enrollment periods. Similarly, during
open enrollment periods for individual and family health insurance plans which takes place during the first quarter
of each year, we experience an increase in the number of submitted individual and family plan health insurance
applications and marketing and advertising expenses compared to outside of open enrollment periods. The timing of
open enrollment periods for individual and family health insurance and the Medicare AEP and open enrollment
period for Medicare-related health insurance can positively or negatively affect our cash flows during each quarter.
Year Ended December 31, 2020 – Net cash used in operating activities was $107.9 million during the year
ended December 31, 2020, primarily driven by cash used from changes in net operating assets and liabilities of
$201.3 million, partially offset by net income of $45.5 million and adjustments for non-cash items of $48.0
million. Cash used from changes in net operating assets and liabilities during the year ended December 31, 2020
primarily consisted of an increase of $205.2 million in contract assets – commissions receivable, a decrease of $9.0
million in accrued compensation and benefits, an increase of $6.2 million in prepaid expenses and other assets and a
decrease of $2.3 million in deferred revenue, partially offset by increases of $12.3 million in accounts payable, $5.7
million in accrued marketing expenses, and $2.8 million in accrued expenses and other liabilities. Adjustments for
non-cash items primarily consisted of $25.2 million of stock-based compensation expense, $8.8 million change in
deferred income taxes, $7.8 million of amortization of internally-developed software, and $1.5 million of
amortization of intangible assets.
Year Ended December 31, 2019 – Net cash used in operating activities was $71.5 million in 2019,
consisted of cash used for working capital needs and other activities of $209.5 million, partially offset by net income
of $66.9 million and adjustments for non-cash items totaling $71.1 million. Adjustments for non-cash items
primarily consisted of $24.1 million change in fair value of earnout liabilities, $22.6 million of stock-based
compensation expense, $16.2 million increase in deferred income taxes, $3.8 million of amortization of internally-
developed software, $3.0 million of depreciation and amortization, and $2.2 million of amortization of intangible
assets. The cash decrease resulting from changes in working capital in 2019 primarily consisted of $243.4 million
increase in commissions receivable, partially offset by increases of $19.7 million in accounts payable, $8.8 million
in accrued compensation and benefits, $1.9 million in accrued expenses and other liabilities, $1.7 million in deferred
revenue, and $1.0 million in accrued marketing expenses.
Year Ended December 31, 2018 – Net cash used in operating activities was $3.2 million during the year
ended December 31, 2018, primarily driven by changes in net operating assets and liabilities of $38.6 million and,
partially offset by adjustments for non-cash items of $35.1 million. Adjustments for non-cash items primarily
consisted of $12.5 million of stock-based compensation expense, $12.3 million change in fair value of earnout
liability, $2.8 million change in deferred income taxes, $2.5 million of depreciation and amortization, $2.2 million of
65
amortization of internally-developed software, and $2.1 million of amortization of intangible assets. Cash used from
changes in net operating assets and liabilities during the year ended December 31, 2018 primarily consisted of
increases of $51.0 million in contract assets – commissions receivable and $2.1 million in accounts receivable,
partially offset by increases of $6.3 million in accrued marketing expenses, $5.1 million in accrued compensation
and benefits, and $1.4 million in accounts payable.
Investing Activities
Our investing activities primarily consist of purchases and redemption of marketable securities, purchases
of computer hardware and software to enhance our website and customer care operations, leasehold improvements
related to facilities expansion, internal-use software and the purchase of certain intangible assets.
Year Ended December 31, 2020 – Net cash used in investing activities of $73.3 million during 2020
mainly consisted of $180.5 million used to purchase marketable securities, $16.0 million of capitalized internal-use
software and website development costs, and $7.8 million used to purchase property and equipment and other assets,
partially offset by $131.0 million of proceeds from redemption and maturities of marketable securities.
Year Ended December 31, 2019 – Net cash used in investing activities of $16.9 million during 2019
mainly consisted of $10.2 million of capitalized internal-use software and website development costs and $6.6
million used to purchase property and equipment and other assets.
Year Ended December 31, 2018 – Net cash used in investing activities of $25.8 million during 2018 was
due to $14.9 million of net cash used to acquire GoMedigap, $6.3 million of capitalized internal-use software and
website development costs, and $4.5 million used to purchase property and equipment and other assets.
Financing Activities
Year Ended December 31, 2020 – Net cash provided by financing activities of $201.2 million during 2020
was primarily attributable to $228.0 million proceeds from issuance of common stock, net of issuance costs and $1.9
million of net proceeds from exercise of common stock options, partially offset by $19.8 million cash used for share
repurchases to satisfy employee tax withholding obligations and $8.8 million of acquisition-related contingent
consideration payments.
Year Ended December 31, 2019 – Net cash provided by financing activities of $102.1 million during 2019
was primarily attributable to $126.1 million proceeds from issuance of common stock, net of issuance costs and $5.5
million of net proceeds from exercise of common stock options, partially offset by $14.3 million cash used for share
repurchases to satisfy employee tax withholding obligations, $9.5 million of acquisition-related contingent
payments, and $5.0 million repayment of debt.
Year Ended December 31, 2018 – Net cash provided by financing activities of $1.9 million during 2018
was primarily due to $5.0 million of proceeds from drawing on our line of credit, $2.7 million of net proceeds from
exercises of common stock options, partially offset by $4.5 million used for share repurchases to satisfy employee
tax withholding obligations, and $1.2 million of debt issuance costs.
Common Stock Issuance
In January 2019, we entered into an underwriting agreement with RBC Capital Markets, LLC and Credit
Suisse Securities (USA) LLC as representatives of the several underwriters to issue and sell a total of 2,760,000
shares of our common stock in a public offering, which total 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, for total net
proceeds of $126.2 million, after deducting underwriting discounts, commissions and offering expenses.
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In March 2020, we entered into an underwriting agreement to issue and sell a total of 2,070,000 shares of
common stock, which total included the exercise in full of the underwriters’ option to purchase 270,000 additional
shares of common stock, at a price to the public of $115.00 per share. Net proceeds from the offering were
approximately $228.0 million after deducting underwriting discounts, commissions and expenses of the offering. We
intend to use the net proceeds of the offering for general corporate purposes, including working capital.
Preferred Stock
On February 17, 2021, we entered into an investment agreement with H.I.G. pursuant to which we have
agreed to sell to H.I.G. at closing, 2,250,000 shares of our newly designated Series A preferred stock at an aggregate
purchase price of $225.0 million, at a price of $100 (the “Stated Value” per share of Series A preferred stock) per
share. The Private Placement is subject to closing conditions, including, among others: (i) the expiration or early
termination of the waiting period (and any extension thereof) applicable to the consummation of the Private
Placement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) the confirmation by
Nasdaq that it has no objection to the terms and conditions of the Private Placement; and (iii) the determination that
consummation of the Private Placement would not cause our outside auditor to no longer be deemed independent
under the rules and regulations of the Securities and Exchange Commission or the Public Company Accounting
Oversight Board. The parties have agreed to cooperate with each other and use reasonable best efforts to promptly
take such actions to cause the closing conditions to be satisfied as promptly as reasonably practicable.
Dividends will initially accrue on the Series A preferred stock daily at 8% per annum on the Stated Value
per share and compound semiannually, payable in kind until the second anniversary of the closing date of the Private
Placement on June 30 and December 31 of each year, beginning on June 30, 2021, and thereafter 6% payable in kind
and 2% payable in cash in arrears on June 30 and December 31 of each year, beginning on June 30, 2023 (each, a
“Cash Dividend Payment Date”). Dividends payable in kind will be cumulative. The Series A preferred stock will
also participate, on an as-converted basis (without regard to conversion limitations) in all dividends paid to the
holders of our common stock. If we fail to declare and pay full cash dividend payments as required by the certificate
of designations for the Series A preferred stock for two consecutive Cash Dividend Payment Dates, the cash
dividend rate then in effect shall increase one time by 2%, retroactive to the first day of the semiannual period
immediately preceding the first Cash Dividend Payment Date at which we failed to pay such accrued cash dividends,
until such failure to pay full cash dividends is cured (at which time the dividend rate shall return to the rate prior to
such increase). The dividend rights of the Series A preferred stock are senior to all of our other equity securities.
At any time on or after the sixth anniversary of the closing date of the Private Placement, each holder of
Series A preferred stock will have the right to require us to redeem all or any portion of the Series A preferred stock
for cash at a price calculated as set forth in the certificate of designations. In addition, upon certain change of control
events, holders of Series A preferred stock can require us, subject to certain exceptions, to repurchase any or all of
their Series A preferred stock.
Credit Agreement
We entered into a credit agreement with Royal Bank of Canada, or RBC, as administrative agent and
collateral agent, (the “Credit Agreement”) in September 2018. The Credit Agreement provides for a $40.0 million
secured asset-backed revolving credit facility with a $5 million letter of credit sub-facility. On December 20, 2019,
we amended our revolving credit facility agreement with RBC (the “Amendment”) and increased the maximum
borrowing amount to $75.0 million and extended the expiration to December 20, 2022.
The borrowing base under the Credit Agreement is comprised of an amount equal to (a) the lesser of (i)
eighty percent (80%) of Eligible Commissions Receivables (as defined in the Credit Agreement) we actually
collected during the immediately preceding period of three months or (ii) eighty percent (80%) of our Eligible
Commission Receivables for the immediately succeeding period of three months, plus (b) fifty percent (50%) of our
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Eligible Commission Receivables for the immediately succeeding period of six months (excluding the immediately
succeeding period of three months), in each case subject to reserves established by RBC, or the Borrowing Base.
The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate
purposes. We have the right to prepay the loans under the Credit Agreement in whole or in part at any time without
penalty. Subject to availability under the Borrowing Base, amounts repaid may be reborrowed. Amounts not
borrowed under the Credit Agreement are subject to a commitment fee of 0.5% per annum on the daily unused
portion of the credit facility, to be paid in arrears on the first business day of each calendar quarter. At closing of the
Credit Agreement, we paid a one-time facility fee of 1.75% of the total commitments of $40 million. We also paid a
one-time closing fee of 0.5% of the new commitment of $75.0 million in connection with the Amendment. We are
also obligated to pay other customary administration fees for a credit facility of this size and type.
As of December 31, 2020 and 2019, we had no outstanding principal amount under our revolving credit
facility. See Note 11 – Debt of Notes to Consolidated Financial Statements included in this Annual Report on Form
10-K for additional information regarding this credit agreement and subsequent amendment.
Acquisition
On January 22, 2018, we completed our acquisition of Wealth, Health and Life Advisors, LLC, more
commonly known as GoMedigap, a technology-enabled provider of Medicare Supplement enrollment services. The
acquisition price paid at closing of the transaction consisted of cash of $15.0 million, less $0.1 million cash acquired,
and approximately 294,637 shares of our common stock. In addition, we were obligated to pay an additional $20.0
million in cash and 589,275 shares of our common stock, subject to the terms of the acquisition agreement and upon
final determination of the achievement of certain milestones in 2018 and 2019. The first and second earnout liability
payments were made in February 2019 and January 2020, respectively. See Note 5 – Fair Value Measurements of
our Notes to Consolidated Financial Statements for the discussion on the milestone payments.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted
accounting principles, or U.S. GAAP, requires us to make judgments, assumptions, and estimates that affect the
amounts reported in the consolidated financial statements and the accompanying notes. These estimates and
assumptions are based on current facts, historical experience, and various other factors that we believe are
reasonable under the circumstances to determine reported amounts of assets, liabilities, revenue and expenses that
are not readily apparent from other sources. To the extent there are material differences between our estimates and
the actual results, our future consolidated results of comprehensive income may be affected.
Among our significant accounting policies, which are described in Note 1 – Summary of Business and
Significant Accounting Policies in our Notes to Consolidated Financial Statements, the following accounting
policies and specific estimates involve a greater degree of judgments and complexity:
•
•
•
Revenue recognition and contract assets - commission receivable;
Stock-based compensation; and
Accounting for income taxes.
During the year ended December 31, 2020, there were no significant changes to our critical accounting
policies and estimates.
Revenue Recognition and Contract Assets - Commission Receivable
Commission Revenue – Our commission revenue results from approval of an application from health
insurance carriers, which we define as our customers under ASC 606. Our commission revenue is primarily
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comprised of commissions from health insurance carriers which is computed using the estimated constrained
lifetime values as the “constrained LTVs” of commission payments that we expect to receive.
We estimate commission revenue for each insurance product by using a portfolio approach to a group of
approved members by plan type and the effective month of the relevant plan, which we refer to as “cohorts”. We
estimate the commissions we expect to collect for each approved member cohort by evaluating various factors,
including but not limited to, commission rates, carrier mix, estimated average plan duration, the regulatory
environment, and cancellations of insurance plans offered by health insurance carriers with which we have a
relationship. Contract assets - commissions receivable represent the variable consideration for policies that have not
renewed yet and therefore are subject to the same assumptions, judgements and estimates used when recognizing
revenue as noted above.
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 as estimated and
constrained LTVs 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 twelve 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 average plan duration and forecasting the commission amounts likely to be
received per member. These assumptions are based on our analysis of historical trends for the different cohorts and
incorporate management’s judgment in interpreting those trends to apply the constraints discussed below. The
estimated average plan duration used to calculate Medicare health insurance plan LTVs historically has been
approximately 3-5 years, while the estimated average plan duration used to calculate the LTV for major medical
individual and family health insurance plans historically has been approximately six months to 3 years. To the extent
we make changes to the assumptions we use to calculate constrained LTVs, we 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.
We recognize revenue for members approved during the period by applying the latest estimated constrained
LTV for that product. We recognize adjustment revenue for members approved in prior periods when our cash
collections are different from the estimated constrained LTVs. Adjustment revenue is a result of a change in estimate
of expected cash collections when actual cash collections have indicated a trend that is different from the estimated
constrained LTV for the revenue recognized at the time of approval. Adjustment revenue can be positive or negative
and we recognize adjustment revenue when we do not believe there is a probable reversal. We assess the risk of
reversal based on statistical analysis given historical information and consideration of the constraints used at the
time of approval.
Adjustment revenue can have a significant favorable or unfavorable impact on our revenue and we seek to
enhance our LTV estimation models to improve the accuracy and to reduce the fluctuations of our LTV estimates.
Other Revenue – Sponsorship and Advertising – 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 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.
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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 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. 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, 2020, we had not declared or paid any cash dividends to common stock holders, 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.
Accounting for 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.
Since tax laws and financial accounting standards differ in their recognition and measurement of assets,
liabilities, equity, revenues, expenses, gains and losses, differences arise between the amount of taxable income and
pretax financial income for a year and between the tax bases of assets or liabilities and their reported amounts in our
financial statements. Because we assume that the reported amounts of assets and liabilities will be recovered and
settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the
balance sheet will result in a taxable or a deductible amount in some future years when the related liabilities are
settled or the reported amounts of the assets are recovered, which gives rise to a deferred tax asset or liability. We
must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the
extent we believe that recovery does not meet the more likely than not criteria, we must establish a valuation
allowance. Management judgment is required in determining any valuation allowance recorded against our net
deferred tax assets.
As part of the process of preparing our consolidated financial statements, we are required to estimate our
income taxes. This process involves estimating our actual current tax expense together with assessing temporary
differences that may result in deferred tax assets.
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.
Future changes in various factors, such as the amount of stock-based compensation we record during the
period and the related tax benefit we realize upon the exercise of employee stock options, potential limitations on the
70
use of our federal and state net operating loss credit carry forwards, pending or future tax law changes including rate
changes and the tax benefit from or limitations on our ability to utilize research and development credits, the amount
of non-deductible lobbying and acquisition-related costs, changes in our valuation allowance and state and foreign
taxes, would impact our estimates, and as a result, could affect our effective tax rate and the amount of income tax
expense we record, and pay, in future periods.
Contractual Obligations and Commitments
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, 2020 (in thousands):
Years Ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total
_______
Operating
Lease
Obligations*
Service and
Licensing
Obligations
Total
Obligations
$
$
7,644 $
7,701
8,033
7,832
8,009
19,408
58,627 $
5,775 $
3,408
2,745
2,056
1,353
1,353
16,690 $
13,419
11,109
10,778
9,888
9,362
20,761
75,317
*
See Note 10 – Leases of our Notes to Consolidated Financial Statements for details of our operating lease obligations.
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. 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.
Off-Balance Sheet Arrangements
As of December 31, 2020, we did not have any off-balance sheet arrangements, as defined in Item
303(a)(4)(ii) of Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial
condition, changes in our financial condition, revenue, or expenses, results of operations, liquidity, capital
expenditures, or capital resources that is material to investors.
Recent Accounting Pronouncements
See Note 1 – Summary of Business and Significant Accounting Policies in the Notes to Consolidated
Financial Statements for the recently issued accounting standards that could have an effect on us.
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ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our financial instruments that are exposed to concentrations of credit risk principally consist of cash and
cash equivalents, marketable securities, accounts receivable, and contract assets – commission receivable.
Our cash, cash equivalents, short-term marketable securities, and restricted cash are summarized as follows
(in thousands):
Cash and cash equivalents (1) (2)
Short-term marketable securities(2)
Restricted cash
December 31,
2020
December 31,
2019
$
43,759 $
23,466
49,620
3,354
—
3,354
26,820
Total cash, cash equivalents, short-term marketable securities, and restricted cash
$
96,733 $
_________________
(1) We deposit our cash and cash equivalents in accounts with major banks and financial institutions and such deposits are in excess of
federally insured limits. We also have deposits with a major bank in China that are denominated in both U.S. dollars and Chinese
Yuan Renminbi and are not insured by the U.S. federal government.
(2)
See Note 5 – Fair Value Measurements in our Notes to Consolidated Financial Statements for more information on our cash and cash
equivalents and marketable securities.
Our portfolio of available-for-sale debt securities is exposed to credit and interest rate risk. As of December
31, 2020, we invested $49.6 million in marketable securities primarily consisting of commercial paper and agency
bonds with credit rating of AA+ or equivalent by S&P Rating and Moody's Investor Services. The maturity of these
securities were below two years. See Note 5 – Fair Value Measurements in our Notes to Consolidated Financial
Statements for further discussion on our available-for-sale debt securities.
As of December 31, 2020, our net contract assets consisted of commissions receivable balance of $792.4
million. Our contracts with carriers expose us to credit risk that a financial loss could be incurred if the counterparty
does not fulfill its financial obligation. While we are exposed to credit losses due to the non-performance of our
counterparties, we consider the risk of this remote. We estimate our maximum credit risk in determining the
commissions receivable amount recorded on the balance sheet. Upon the adoption of ASC 326, we recorded $1.5
million of allowance for credit losses for our commissions receivable balance as of December 31, 2019. During the
year ended December 31, 2020, we recorded an additional $0.5 million for the allowance for credit losses. See Note
1 – Summary of Business and Significant Accounting Policies in our Notes to Consolidated Financial Statements for
additional information regarding the accounting standard adoption.
Our total contract assets and accounts receivable as of December 31, 2020 and December 31, 2019 are
summarized as follows (in thousands):
Contract assets – commissions receivable – current
Contract assets – commissions receivable – non-current
Accounts receivable
Total contract assets and accounts receivable
Foreign Currency Exchange Risk
December 31,
2020
December 31,
2019
$
219,153 $
174,526
573,252
1,799
414,696
2,332
$
794,204 $
591,554
Substantially all of our revenue has been derived from transactions denominated in United States Dollars.
We have exposure to adverse changes in exchange rates associated with operating expenses of our foreign
operations, which are denominated in Chinese Yuan Renminbi. Foreign currency fluctuations have not had a
72
material impact historically on our results of operations; however, they may in the future. We have not engaged in
any foreign currency hedging or other derivative transactions to date.
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ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
75
77
78
79
80
81
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of eHealth, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of eHealth, Inc. (the Company) as of December 31,
2020 and 2019, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows
for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as
the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on
criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2021 expressed an
unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
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Revenue recognition: Estimated constrained lifetime value of commission revenue
Description
of the
Matter
The Company recognized commission revenue of approximately $508.2 million in 2020 and
related commissions receivable were approximately $792.4 million at December 31, 2020. As
described in Notes 1 and 2 to its consolidated financial statements, the Company’s commission
revenue is recognized as the amount of the total estimated lifetime value of the commissions
expected to be received when a member obtains a plan through the Company and is approved by
the carrier (“LTV”).
Auditing management’s determination of the LTV of commission revenue was especially
complex and highly judgmental due to the complexity of the models used and the subjectivity
required by the Company to estimate the amount and timing of future cash flows, calculate the
amount of commission revenue that is probable of not being reversed, and determine the timing
and amount of any adjustment revenue that results from changes in the estimates of previously
recorded LTV. The Company utilizes statistical tools and methodologies to estimate member
attrition, which is a key driver when estimating the amount and timing of future cash flows and
can be particularly volatile during the first several years. To determine the initial constraint to be
applied to LTV, the Company evaluates the difference between prior estimates of LTV and actual
cash received and applies judgment to determine the constraint to apply. For the ongoing
evaluation of the constraint, the Company also analyzes whether circumstances have changed and
considers any known or potential modifications to the inputs into LTV and the factors that can
impact the amount of cash expected to be collected in future periods such as commission rates,
carrier mix, estimated average plan duration, changes in laws and regulations, and cancellations of
insurance plans offered by health insurance carriers with which the Company has a relationship.
The Company also compares actual versus expected cash collections of previously recorded LTV
and assesses qualitative and quantitative factors to determine whether adjustment revenue should
be recognized and, if so, the amount and timing of such.
How We
Addressed
the Matter
in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of
controls over the Company’s process to estimate the amount and timing of future cash flows and
LTV. These processes and controls include those covering the models and methods used to
calculate LTV, the use of management judgment to determine the constraint applied to LTV,
management’s evaluation of any required adjustments to previously recorded LTV estimates, and
the completeness and accuracy of the data used in such estimates and calculations.
Our audit procedures also included, among others, evaluating the methodology used and
significant assumptions discussed above, and testing the completeness and accuracy of the
underlying data used by the Company. We involved our valuation specialists to assist in our
testing of the estimated average plan duration, which includes member attrition assumptions,
including performing certain corroborative calculations. We inspected and compared the results of
the Company’s retrospective review analysis of historical estimates for certain plan effective years
to historical cash collection experience, including reperforming the calculations and validating the
completeness and accuracy of the underlying data used. In addition, we performed inquiries of
key personnel regarding their evaluation of changes to LTV, the adjustments made to the
constraint for current and expected future economic conditions, and any decisions on the timing
and amount of adjustment revenue recognized. We also reviewed analyst reports, press releases,
and other relevant third-party and/or industry trends data for contrary evidence including
competitor data.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2000.
Redwood City, California
February 26, 2021
76
EHEALTH, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
December 31, 2020*
December 31, 2019
$
43,759 $
49,620
1,799
219,153
16,661
330,992
573,252
14,609
42,558
3,354
26,455
8,569
40,233
23,466
—
2,332
174,526
7,822
208,146
414,696
10,518
36,621
3,354
18,004
10,062
40,233
Assets
Current assets:
Cash and cash equivalents
Short-term marketable securities
Accounts receivable
Contract assets – commissions receivable – current
Prepaid expenses and other current assets
Total current assets
Contract assets – commissions receivable – non-current
Property and equipment, net
Operating lease right-of-use assets
Restricted cash
Other assets
Intangible assets, net
Goodwill
Total assets
Current liabilities:
Accounts payable
Liabilities and stockholders’ equity
$
$
Accrued compensation and benefits
Accrued marketing expenses
Earnout liability – current
Lease liabilities – current
Deferred revenue
Other current liabilities
Total current liabilities
Commitments and contingencies
Deferred income taxes – non-current
Lease liabilities – non-current
Other non-current liabilities
Stockholders’ equity:
Preferred stock, par value $0.001 per share; 10,000 authorized; none issued and
outstanding
Common stock, par value $0.001 per share; 100,000 authorized; 37,755 and 34,752
issued as of December 31, 2020 and 2019, respectively; 25,924 and 23,136 outstanding
as of December 31, 2020 and 2019, respectively
1,040,022 $
741,634
36,921 $
20,542
17,788
—
5,192
308
3,657
84,408
72,317
41,369
4,370
—
38
24,554
29,578
12,041
37,273
4,759
2,570
2,210
112,985
64,130
34,305
3,050
—
35
Additional paid-in capital
721,013
455,159
Treasury stock, at cost: 11,831 and 11,616 shares as of December 31, 2020 and 2019,
respectively
Retained earnings
Accumulated other comprehensive income
Total stockholders’ equity
Total liabilities and stockholders’ equity
_____________
(199,998)
316,155
350
837,558
$
1,040,022 $
(199,998)
271,852
116
527,164
741,634
*
Reflects the impact from the adoption of ASC 326 on January 1, 2020. See Note 1 – Summary of Business and Significant Accounting
Policies for details.
The accompanying notes are an integral part of these consolidated financial statements.
77
EHEALTH, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except per share amounts)
Revenue
Commission
Other
Total revenue
Operating costs and expenses
Cost of revenue
Marketing and advertising
Customer care and enrollment
Technology and content
General and administrative
Amortization of intangible assets
Change in fair value of earnout liability
Restructuring charges
Acquisition costs
Year Ended December 31,
2020
2019
2018
$ 508,189 $ 466,676 $ 227,211
74,585
39,525
24,184
582,774
506,201
251,395
4,083
209,340
172,895
65,188
76,452
1,493
—
—
—
2,738
150,249
134,304
47,085
64,150
2,187
24,079
—
—
1,228
82,939
70,547
31,970
45,828
2,091
12,300
1,865
76
Total operating costs and expenses
529,451
424,792
248,844
Income from operations
Other income, net
Income before income taxes
Provision for income taxes
Net income
Net income per share:
Basic
Diluted
Weighted-average number of shares used in per share amounts:
Basic
Diluted
Comprehensive income:
Net income
Unrealized holding gain for available for sale debt securities, net of tax
Foreign currency translation adjustment
Comprehensive income
53,323
666
53,989
8,539
81,409
2,090
83,499
16,612
$
45,450 $
66,887 $
2,551
755
3,306
3,065
241
$
$
1.75 $
1.68 $
2.90 $
2.73 $
0.01
0.01
26,025
27,014
23,075
24,539
19,294
20,409
$
45,450 $
66,887 $
28
206
—
(11)
$
45,684 $
66,876 $
241
—
(75)
166
The accompanying notes are an integral part of these consolidated financial statements.
78
EHEALTH, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
Balance at December 31, 2017
29,880
$
30
$
281,706
11,238
$ (199,998) $
204,724
$
202
$
286,664
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Treasury Stock
Shares
Amount
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Total
Stockholders’
Equity
Issuance of common stock in connection with equity incentive plans
Repurchase of shares to satisfy employee tax withholding obligations
Shares issued for GMG acquisition
Stock-based compensation expense
Other comprehensive income, net of tax
Net income
Balance as of December 31, 2018
Issuance of common stock in connection with equity incentive plans
Repurchase of shares to satisfy employee tax withholding obligations
Shares issued in equity offering
Settlement of earnout liability
Stock-based compensation expense
Other comprehensive income, net of tax
Net income
Balance as of December 31, 2019
Cumulative effect from the adoption of ASU 2016-13
Issuance of common stock in connection with equity incentive plans
Repurchase of shares to satisfy employee tax withholding obligations
Shares issued in equity offering
Settlement of earnout liability
Stock-based compensation
Other comprehensive income, net of tax
Net income
688
—
295
—
—
—
30,863
834
—
2,760
295
—
—
—
34,752
—
638
—
2,070
295
—
—
—
Balance as of December 31, 2020
37,755
$
1
—
—
—
—
—
31
1
—
3
—
—
—
—
35
—
1
—
2
—
—
—
—
38
—
188
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
241
11,426
(199,998)
204,965
2,687
(4,504)
5,595
12,540
—
—
298,024
5,534
(14,281)
126,048
17,264
22,570
—
—
—
190
—
—
—
—
—
—
—
—
—
—
—
—
455,159
11,616
(199,998)
—
1,940
(19,808)
228,022
28,521
27,179
—
—
—
—
215
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
66,887
271,852
(1,147)
—
—
—
—
—
—
45,450
—
—
—
—
(75)
—
127
—
—
—
—
—
(11)
—
116
—
—
—
—
—
—
234
—
2,688
(4,504)
5,595
12,540
(75)
241
303,149
5,535
(14,281)
126,051
17,264
22,570
(11)
66,887
527,164
(1,147)
1,941
(19,808)
228,024
28,521
27,179
234
45,450
$
721,013
11,831
$ (199,998) $
316,155
$
350
$
837,558
The accompanying notes are an integral part of these consolidated financial statements.
79
EHEALTH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Operating activities:
Net income
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization
Amortization of internally developed software
Amortization of intangible assets
Stock-based compensation expense
Deferred income taxes
Change in fair value of earnout liability
Other non-cash items
Changes in operating assets and liabilities:
Accounts receivable
Contract assets – commissions receivable
Prepaid expenses and other assets
Accounts payable
Accrued compensation and benefits
Accrued marketing expenses
Deferred revenue
Accrued expenses and other liabilities
Net cash used in operating activities
Investing activities:
Capitalized internal-use software and website development costs
Purchases of property and equipment and other assets
Purchases of marketable securities
Proceeds from redemption and maturities of marketable securities
Payments for security deposits
Acquisition of business, net of cash acquired
Net cash used in investing activities
Financing activities:
Proceeds from issuance of common stock, net of issuance costs
Net proceeds from exercise of common stock options
Repurchase of shares to satisfy employee tax withholding obligations
Proceeds from line of credit
Debt issuance costs
Repayment of debt
Acquisition-related contingent payments
Principal payments in connection with leases
Net cash provided by financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental disclosure of cash flows
Cash paid for interest
Cash refunds from (paid for) income taxes, net
Year Ended December 31,
2020
2019
2018
$
45,450 $
66,887 $
241
3,694
7,756
1,493
25,172
8,817
—
1,091
533
(205,209)
(6,180)
12,294
(9,036)
5,747
(2,262)
2,780
2,983
3,821
2,187
22,570
16,197
24,079
(755)
1,270
(243,364)
(466)
19,694
8,814
1,028
1,694
1,869
2,479
2,201
2,091
12,540
2,812
12,300
675
(2,127)
(50,967)
232
1,414
5,133
6,320
491
935
(107,860)
(71,492)
(3,230)
(16,005)
(7,751)
(180,505)
130,978
—
—
(10,231)
(6,641)
—
—
(72)
—
(73,283)
(16,944)
228,024
1,941
(19,808)
—
—
—
(8,751)
(157)
126,051
5,535
(14,281)
—
(517)
(5,000)
(9,542)
(105)
201,249
102,141
187
20,293
26,820
26
13,731
13,089
47,113 $
26,820 $
(6,294)
(4,534)
—
—
—
(14,929)
(25,757)
—
2,688
(4,504)
5,000
(1,221)
—
—
(103)
1,860
(77)
(27,204)
40,293
13,089
— $
882 $
42 $
741 $
44
(139)
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
80
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – 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 fifty states and the District of Columbia.
Basis of Presentation – Our 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 (“U.S. GAAP.”) Certain prior period amounts have been reclassified to conform with our current period
presentation.
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, short term disability and long term
disability insurance. To a lesser extent, the Individual, Family and Small Business segment includes 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.
81
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Segment profit 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.
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. Finance lease amortization expenses are included in depreciation expense in our Consolidated
Statements of Comprehensive Income. Maintenance and minor replacements are expensed as incurred. Depreciation
and amortization expenses are computed using the straight-line method based on estimated useful lives as follows:
Computer equipment and software
Office equipment and furniture
Leasehold improvements*
_______
*
Lesser of useful life or related lease term
3 to 5 years
5 years
5 to 10 years
See Note 4 – Supplemental Financial Statement Information of the Notes to Consolidated Financial
Statements for additional information regarding our property and equipment.
Business Combinations – We allocate the fair value of the acquisition consideration transferred in
exchange for 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 acquisition 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.
82
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our goodwill is allocated among our two segments, (1) Medicare and (2) Individual, Family and Small
Business. No goodwill impairment has been identified in any of the years presented in the accompanying
Consolidated Statements of Comprehensive Income.
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. See Note 4 – Supplemental Financial Statement Information of the Notes to
Consolidated Financial Statements for additional information regarding our intangible 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.
Revenue Recognition – Our commission revenue consists of commission payments from health insurance
carriers whose health insurance policies are purchased through our ecommerce platforms or telephonically via our
customer care center, and bonus payments which are generally based on our attaining predetermined target sales
levels or other objectives, as determined by the health insurance carriers. In addition, we also generate revenue from
non-commission sources, which include online sponsorship, advertising, lead referrals, and technology licensing.
We account for revenue under ASC 606 – Revenue from Contracts with Customers. 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 in exchange for those goods or services. Accordingly, we
recognize revenue for our services through the application of the following steps:
•
•
•
•
•
Identification of the contract, or contracts, with a customer.
Identification of the performance obligations in the contract.
Determination of the transaction price.
Allocation of the transaction price to the performance obligations in the contract.
Recognition of revenue when, or as, we satisfy a performance obligation.
Commission Revenue — Our commission revenue results from approval of an application from health
insurance carriers, which we define as our customers under ASC 606. Our commission revenue is primarily
comprised of commissions from health insurance carriers which is computed using the estimated constrained
lifetime value of commission payments that we expect to receive. We estimate commission revenue for each
insurance product by using a portfolio approach to a group of approved members by plan type and the effective
month of the relevant plan, which we refer to as “cohorts”. We recognize revenue for plans approved during the
period by applying the latest estimated constrained lifetime value (“LTV”) for that product. We recognize
83
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
adjustment revenue for plans approved in prior periods when changes in assumptions for constrained LTV
calculations are made and when there is sufficient evidence demonstrating a trend that is different from the estimated
constrained LTV at the time of approval resulting in a change in estimate to expected cash collections. Net
adjustment revenue consists of increases in revenue for certain prior period cohorts as well as reductions in revenue
for certain prior period cohorts. We recognize positive adjustments to revenue to the extent that it is probable that a
significant reversal in the amount of cumulative revenue recognized will not occur. We assess the risk of significant
revenue reversal based on statistical and qualitative analysis given historical information and current market
conditions.
Our 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 average plan duration
and forecasting the commission amounts likely to be received per member. These assumptions are based on our
analysis of historical trends for the different cohorts and incorporate management’s judgment in interpreting those
trends and applying the constraints discussed below. For our Medicare commission revenue, which represented
86%, 87% and 83% of our total commission revenue for the years ended December 31, 2020, 2019 and 2018,
respectively, the estimated average plan duration, which is the average length of time paying members are active on
their plans, used to calculate Medicare health insurance plan LTVs historically has been approximately 3 years for
Medicare Advantage plans, approximately 5 years for Medicare Part D prescription drug plans, and approximately 5
years for Medicare Supplement plans. While the average plan duration has been approximately 3 years for Medicare
Advantage plans, certain members may have a duration of up to approximately 13 years. The estimated average plan
duration used to calculate the LTV for major medical individual and family health insurance plans historically has
been approximately 1.5 to 2 years. For short term health insurance plan LTVs, the estimated average plan duration
historically has been less than six months. For all other ancillary health insurance plan LTVs, the estimated average
plan duration has historically varied from 1 to 3 years.
Constraints are applied to LTV for revenue recognition purposes 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.
Significant judgment can be involved in determining the constraint. To determine the constraints to be applied to
LTV, we compare prior calculations of LTV to actual cash received and review the reasons for any variations. We
then apply judgment in assessing whether the difference between historical cash collections and LTV is
representative of differences that can be expected in future periods. We also analyze whether circumstances have
changed and consider any known or potential modifications to the inputs into LTV in light of the factors that can
impact the amount of cash expected to be collected in future periods, including but not limited to commission rates,
carrier mix, plan duration, cancellations of insurance plans offered by health insurance carriers with which we have
a relationship, changes in laws and regulations, and changes in the economic environment. We evaluate the
appropriateness of our constraints on an ongoing basis, and we update our assumptions when we observe a sufficient
amount of evidence that would suggest that the long-term expectation underlying the assumptions has changed.
We re-compute LTVs for all outstanding cohorts on a quarterly basis. We continually review and monitor
changes in the data used to estimate LTV and compare the cash received for each cohort to our original estimates at
the time of approval. The fluctuations of cash received for each cohort as compared to our estimates and the
fluctuations in LTV can be significant and may or may not be indicative of the need to adjust revenue for prior
period cohorts. Changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or
decrease to contract assets – commissions receivable. We analyze these fluctuations and, to the extent we see
changes in our estimates of the cash commission collections that we believe are indicative of an increase or decrease
to prior period LTVs, we adjust revenue for the affected cohorts at the time such determination is made and when it
is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. As we
accumulate more historical data, we continue to enhance our LTV estimation models using statistical tools to
increase the accuracy of LTV estimates with an emphasis on improving member attrition forecasting. The
84
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
enhancements to the LTV estimation model provide greater statistical certainty on expected cash collections,
particularly for earlier period cohorts where there is more historical data available.
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 prescription drug 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.
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 as estimated and
constrained LTVs 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 twelve months.
See Note 2 – Revenue of the Notes to Consolidated Financial Statements for additional information
regarding our commission revenue.
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 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 on a straight-line basis over the estimated term of the customer relationship, and a performance fee
based on metrics such as submitted health insurance applications. The performance fees are based on performance
criteria. 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 when reversal of such amounts is not likely to occur.
Deferred Revenue – Deferred revenue includes deferred fees and amounts billed to or collected from
advertising, sponsorship or technology licensing customers in advance of our performing our service for such
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EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
customers. It also includes the amount by which both unbilled and billed services provided under our technology
licensing arrangements exceed the revenue recognized to date.
Incremental Costs to Obtain a Contract — Our sales compensation plans, which are directed at converting
leads into approved members, represent fulfillment costs and not costs to obtain a contract with a 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. Therefore, costs related these compensation plans are expensed as incurred.
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. We recognize direct
marketing expenses in our direct member acquisition channel in the period in which they are incurred. We recognize
online marketing expenses associated with search advertising in the period in which the consumer clicks on the
advertisement. Advertising costs incurred in the years ended December 31, 2020, 2019 and 2018 totaled $178.9
million, $122.6 million, and $64.4 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, which are
expensed as incurred. Research and development costs, which totaled $9.1 million, $8.1 million and $6.9 million for
the years ended December 31, 2020, 2019 and 2018, respectively, are included in technology and content expense in
the accompanying Consolidated Statements of Comprehensive Income.
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. The amortization of these assets are recorded in technology and content. 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 3 years. For the years ended December 31, 2020, 2019 and 2018,
we capitalized internal-use software and website development costs of $18.0 million, $10.2 million and $6.3 million
respectively, and recorded amortization expense of $7.8 million, $3.8 million, and $2.2 million respectively.
Capitalized internal-use software and website development costs are included in Other Assets on our Consolidated
Balance Sheets and were $24.6 million and $14.7 million as of December 31, 2020 and 2019, 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 4 years. The estimated attainment of performance-based awards and
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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. The estimated
grant date fair value of our stock options is determined using the Black-Scholes 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, 2020, we had not declared or paid any cash dividends to
common stockholders, 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.
401(k) Plan – Our board of directors adopted a defined contribution retirement plan ("401(k) Plan") in
1998, 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 100% of an employee’s contribution each pay period, up to
a maximum of 3% of the employee’s salary during such pay period for the year ended December 31, 2020,
compared to 25% contribution match, with maximum of 3% and 2% for the years ended December 31, 2019 and
2018, respectively. 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. We recognized expense of $3.5 million, $2.3 million and $1.0 million for the years ended
December 31, 2020, 2019 and 2018, respectively, related to 401(k) matching contributions.
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 – 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. Any changes or additional enrollment
periods may change the seasonality of our business. For instance, due to the recent reintroduction of the Medicare
Advantage open enrollment period that takes place in the first quarter of the year, our first quarter is generally the
second-highest revenue generating 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
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EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 due to the recent COVID-19 pandemic.
Recently Adopted Accounting Pronouncements
Financial Instruments – Credit Losses (Topic 326) – In June 2016, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses
(Topic 326), that requires companies to present certain financial assets net of the amount expected to be collected.
The guidance requires the measurement of expected credit losses to be based on relevant information from past
events, including historical experiences, current conditions and reasonable and supportable forecasts that affect
collectability. Contract assets – commissions receivable were our only financial assets that were materially impacted
by this guidance.
We adopted ASU 2016-13, including applicable amendments in other ASUs issued subsequent to ASU
2016-13, using a modified retrospective transition method on January 1, 2020 for all financial assets measured at
amortized cost. Results for periods after January 1, 2020 are presented under ASU 2016-13 while prior period
amounts continue to be reported under the previous accounting standards. We recorded a $1.1 million decrease, net
of income taxes, to retained earnings as of January 1, 2020 for the cumulative effect of adopting ASU 2016-13. See
Note 4 – Supplemental Financial Statement Information for further discussion on credit losses.
The impact from the adoption of ASU 2016-13 is summarized as follows (in thousands):
Balance Sheet Impact:
December 31,
2019
Transition
Adjustments
January 1,
2020
Contract assets – commissions receivable – current
$
174,526 $
(71) $
Contract assets – commissions receivable – non-current
Other assets*
Total assets
Retained earnings
____________
414,696
18,004
741,634
(1,442)
366
(1,147)
174,455
413,254
18,370
740,487
271,852
(1,147)
270,705
*
Adjustment to Other assets is due to the increase in deferred tax assets resulting from the adoption of ASU 2016-13.
Cloud Computing Arrangements (Topic 350) – In 2018, the FASB issued ASU No. 2018-15, which
amends ASC 350-40 to address a customer's accounting for implementation costs incurred in a cloud computing
arrangement (CCA) that is a service contract. The update conforms the requirements of capitalizing costs incurred in
a CCA that is a service contract with the accounting guidance on capitalizing costs associated with developing or
obtaining internal-use software. This update amends ASC 350 to include in its scope implementation costs of a CCA
that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation
costs should be capitalized. The new guidance is effective for annual and interim reporting periods beginning after
December 15, 2019. We adopted this guidance prospectively in the first quarter of 2020. Cloud computing
implementation costs incurred in hosting arrangements are capitalized and recorded in Other assets on our
Consolidated Balance Sheet, and were immaterial for the year ended December 31, 2020.
Financial Instruments (Topic 820) – In 2018, the FASB issued ASU No. 2018-13, to change the
disclosure requirements for fair value measurement with the objective of improving the effectiveness of the notes to
financial statements. This new guidance removed and modified certain disclosure requirements under Topic 820. We
adopted this guidance in the first quarter of 2020 with no material impact on our consolidated financial statements.
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Intangible – Goodwill and Other (Topic 350) – In 2017, the FASB issued ASU 2017-04 to simplify the
subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price
allocation to compute the implied fair value of goodwill to measure impairment. Instead, any goodwill impairment
will equal the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying
amount of goodwill. In addition, the guidance eliminates the requirements for any reporting unit with a zero or
negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of
the goodwill impairment test. This standard is effective for annual or any interim goodwill impairment test in fiscal
years beginning after December 15, 2019. We adopted this guidance in the first quarter of 2020 with no material
impact on our consolidated financial statements.
Recent Accounting Pronouncement Not Yet Adopted
Income Taxes (Topic 740) – In December 2019, the FASB issued ASU No. 2019-12, Income Tax,
Simplifying the Accounting for Income Taxes, which aims to simplify the accounting by removing certain exceptions
to the general principles in Topic 740 and improve consistent application of and simplify GAAP for other areas
under this Topic by clarifying existing guidance. ASU 2019-12 is effective for us beginning January 1, 2021. The
amendments in this standard update have individually different adoption approaches. We do not anticipate a material
impact on our consolidated financial statements and disclosures from the adoption of this standard update.
Codification Improvements – In October 2020, the FASB issued ASU No. 2020-10, Codification
Improvements. ASU 2020-10 is intended to facilitate codification updates for technical corrections, such as
conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance, and other
minor improvements. It contains amendments that improve the consistency of the codification by including all
disclosure guidance in the appropriate disclosure section and other updates that varies in nature. ASU 2020-10 is
effective for us beginning January 1, 2021. We do not anticipate a material impact on our consolidated financial
statements and disclosures from adoption of this standard update.
Debt with Conversion and Other Options (Topic 470) and Contracts in Entity's Own Equity (Topic 815)
– In June 2020, the FASB issued No. 2020-06 to simplify the accounting for convertible instruments and improve
the usefulness and relevance of information regarding convertible instruments. This ASU reduce the number of
accounting models for converting debt instruments and convertible preferred stock. ASU 2020-06 is effective for us
beginning January 1, 2022, with early adoption permitted. We are currently evaluating the potential effect on our
consolidated financial statements and related disclosures.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 – Revenue
Disaggregation of Revenue – The table below depicts the disaggregation of revenue by product and is
consistent with how we evaluate our financial performance (in thousands):
Medicare
Medicare Advantage
Medicare Supplement
Medicare Part D
Total Medicare
Individual and Family (1)
Non-Qualified Health Plans
Qualified Health Plans
Total Individual and Family
Ancillary
Short-term
Dental
Vision
Other
Total Ancillary
Small Business
Commission Bonus
Total Commission Revenue
Other Revenue
Sponsorship and Advertising Revenue
Other
Total Other Revenue
Total Revenue
_______
Year Ended December 31,
2020
2019
2018
$ 374,981 $ 339,810 $ 143,445
48,526
12,909
40,345
26,824
31,166
14,609
436,416
406,979
189,220
20,813
5,856
26,669
9,494
9,354
3,896
4,392
27,136
9,568
8,400
17,559
6,866
24,425
10,524
5,238
2,002
3,985
21,749
9,922
3,601
6,470
5,789
12,259
5,583
2,717
1,467
4,941
14,708
8,595
2,429
508,189
466,676
227,211
68,383
6,202
35,375
4,150
15,796
8,388
74,585
24,184
$ 582,774 $ 506,201 $ 251,395
39,525
(1) We define our individual and family plan offerings as major medical individual and family health insurance plans, which does not
include Medicare-related, small business or ancillary plans. Individual and family health insurance plans include both qualified and
non-qualified plans. Qualified health plans are individual and family health insurance plans that meet the requirements of the
Affordable Care Act and are offered through the government-run health insurance exchange in the relevant jurisdiction. Non-qualified
health plans are individual and family health insurance plans that meet the requirements of the Affordable Care Act and are not offered
through the exchange in the relevant jurisdiction. Individuals that purchase non-qualified health plans cannot receive a subsidy in
connection with the purchase of non-qualified plans.
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EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Commission Revenue
Since the adoption of ASC 606, we have evaluated changes in estimated cash collections and compare these
to the initial estimates of LTV at the time of approval. We record adjustment revenue in the period when the risk of
significant reversal in not probable and continue to enhance our LTV estimation models to improve the accuracy and
to reduce the fluctuations of our LTV estimates.
Commission revenue by segment is presented in the table below (in thousands):
Medicare
Commission Revenue from Members Approved During the Period (1)
Net Commission Revenue from Members Approved in Prior Periods (2)
Total Medicare Segment Commission Revenue
Years Ended December 31,
2020
2019
2018
$
440,722 $
355,916 $
192,382
5,665
55,292
(124)
$
446,387 $
411,208 $
192,258
Individual, Family and Small Business
Commission Revenue from Members Approved During the Period (1)
Net Commission Revenue from Members Approved in Prior Periods (2)
Total Individual, Family and Small Business Segment Commission Revenue
$
21,971 $
22,614 $
24,079
39,831
32,854
10,874
$
61,802 $
55,468 $
34,953
Total Commission Revenue from Members Approved During the Period (1)
Total Net Commission Revenue from Members Approved in Prior Periods (2)(3)
Total Commission Revenue
$
462,693 $
378,530 $
216,461
45,496
88,146
10,750
$
508,189 $
466,676 $
227,211
________
(1) These amounts include commission bonus revenue.
(2) These amounts reflect our revised estimates of cash collections for certain members approved prior to the relevant reporting period
that are recognized as adjustments to revenue within the relevant reporting period. The net adjustment revenue includes both increases
in revenue for certain prior period cohorts as well as reductions in revenue for certain prior period cohorts.
(3) The impact of total net commission revenue from members approved in prior periods was $1.75, $3.82 and $0.56 per basic share,
respectively, or $1.68, $3.59 and $0.53 per diluted share, respectively, for the years ended December 31, 2020, 2019 and 2018,
respectively. The total reductions to revenue from members approved in prior periods were $17.3 million, $3.1 million and $3.2
million for the years ended December 31, 2020, 2019 and 2018, respectively. These reductions to revenue primarily related to the
Medicare segment.
Enhancement to LTV Estimation Model and Impacts Related to COVID-19
During the fourth quarter of 2019, we enhanced our Medicare Advantage LTV estimation model to increase
the accuracy of LTV estimates with an emphasis on improving member attrition forecasting by utilizing statistical
tools. For the Medicare segment, we recognized adjustment revenue of $55.3 million for the year ended December
31, 2019, of which $50.8 million was recognized for Medicare Advantage plans during the fourth quarter of 2019
due to enhancements made to the Medicare Advantage LTV estimation model. For the Individual, Family and Small
Business segment, we recognized adjustment revenue of $32.9 million for the year ended December 31, 2019, in
response to observing longer plan duration than initially anticipated at the time of enrollment for these plans.
During 2020, we expanded the enhanced statistical models to our remaining insurance products. Despite
the impact of COVID-19 in 2020 and uncertainties regarding the Presidential election and the U.S. economy, we
continued to observe stronger member retention rates in our LTV assessments for the majority of the earlier period
cohorts of certain products in our Individual, Family and Small Business segment. Based on our evaluation of the
updated LTV models and retention trends, we recognized $39.8 million of net adjustment revenue for the Individual,
Family and Small Business segment for the year ended December 31, 2020. In addition, we evaluated various
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EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
market factors related to our Medicare segment and recorded net adjustment revenue of $5.7 million for the year
ended December 31, 2020.
We will continue to monitor our member retention rates as compared to our forecasts and other market
factors and evaluate whether any addition or reduction of adjustment revenue shall be recorded as we continue to
assess our LTV models in future periods.
Note 3 – 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 were entitled to
receive earnout payments (“Earnout Consideration”) consisting of up to $20.0 million in cash and 589,275 shares of
our common stock. The Earnout Consideration became 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
Fair value of equity awards issued to GoMedigap members (1)
Estimated fair value of earnout liability
Allocation
Cash and cash equivalents
Contract assets – commissions receivable – current
Prepaid expenses and other current assets
Contract assets – commissions receivable – non-current
Property and equipment, net
Accounts payable
Accrued compensation and benefits
Other current liabilities
Net tangible assets acquired
Intangible assets
Goodwill
Total intangible assets acquired
Total net assets acquired
_______
$
15,000
5,595
27,700
48,295
71
4,371
11
11,103
174
(110)
(132)
(130)
15,358
6,800
26,137
32,937
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.
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EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 was 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 is deductible for tax purposes over 15 years.
Earnout liability – The earnout liability represents the fair value of the Earnout Consideration payable and
was adjusted to fair value at each reporting date until settled. Changes in fair value were recognized in income (loss)
from operations. The first and second earnout liability payments were made in February 2019 and January 2020,
respectively. See Note 5 – Fair Value Measurements for further discussion regarding the earnout liability.
Fair Value Measurements – The assets acquired and liabilities assumed of GoMedigap were recognized at
fair value in accordance with ASC 820, Fair Value Measurement. See Note 5 – Fair Value Measurements for the
hierarchy level assigned to each asset and liability 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 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 technology were determined by using income and cost methods. Fair value
of trade names were determined using the profit allocation method, which is based on 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 was discounted using a rate that appropriately captured the risk associated with the obligation. Key assumptions
included new enrollments and volatility for the years ended December 31, 2020 and 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 was adjusted to fair value at each reporting date until settled. The fair value adjustment to the
earnout liability was $24.1 million during the year ended December 31, 2019. We had no fair value adjustments to
the earnout liability in 2020.
Following are the details of the acquisition consideration allocated to the intangible assets acquired (in
thousands):
Technology
Trade names, trademarks and website addresses
Total intangible assets
$
$
2,000
4,800
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. Acquisition-related
costs incurred were immaterial during the year ended December 31, 2018.
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EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Note 4 – Supplemental Financial Statement Information
Cash, Cash Equivalents, and Restricted Cash
Our cash, cash equivalent, and restricted cash balances are summarized as follows (in thousands):
Cash
Cash equivalents
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash
December 31, 2020 December 31, 2019
16,205
$
7,261
23,466
3,354
26,820
39,552 $
4,207
43,759 $
3,354
47,113 $
$
$
As of December 31, 2020 and 2019, we had $3.4 million of restricted cash which was classified as a non-
current asset on our Consolidated Balance Sheets. This amount collateralizes letters of credit related to certain lease
commitments.
Contract Assets and Accounts Receivable
We do not require collateral or other security for our contract assets and accounts receivable. We believe
the potential for collection issues with any of our customers was minimal as of December 31, 2020.
Our contract assets and accounts receivable consisted of the following for the periods presented below (in
thousands):
Contract assets – commissions receivable – current
Contract assets – commissions receivable – non-current
Accounts receivable
Total contract assets and accounts receivable
$
December 31, 2020 December 31, 2019
174,526
$
219,153 $
573,252
1,799
794,204 $
414,696
2,332
591,554
We estimate the allowance for credit loss balance using relevant available information from internal and
external sources, related to past events, current conditions, and reasonable and supportable forecasts. Specifically,
for the purpose of measuring the probability of default parameters, we utilize Capital IQ’s, Standard & Poor’s and
Moody’s analytics. Our estimates of loss given default are determined by using our historical collections data as well
as historical information obtained through our research and review of other insurance related companies. Our
estimated exposure at default is determined by applying these internal and external data sources to our commission
receivable balances. As such, we apply an immediate reversion method and revert to historical loss information
when computing our credit loss exposure. Credit loss expenses are assessed quarterly and included in general and
administrative expense on our Consolidated Statement of Comprehensive Loss.
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EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Subsequent to the adoption of ASC 326, we considered the impact of recent events and global economic
conditions when evaluating the appropriate adjustments to our allowance for credit losses as of December 31, 2020.
Determining the extent of these adjustments in the twelve months ended December 31, 2020 was especially
challenging because we do not have any historical loss information for a period of similar economic decline. We
considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic.
There were no allowance for doubtful accounts or credit losses for the years ended December 31, 2019 and 2018.
The changes in the allowance for credit losses for the year ended December 31, 2020 are summarized as
follows (in thousands):
Beginning balance
Impact from the adoption of ASU 2016-13
Current period provision for expected credit losses
Ending balance
December 31, 2020
—
$
1,513
513
2,026
$
Our contract assets – commission receivable activities, net of credit loss allowances are summarized as
follows (in thousands):
Beginning balance
Commission revenue from members approved during the period
Net commission revenue adjustments from members approved in
prior period
Cash receipts
Net change in credit loss allowance*
Ending balance
Beginning balance
Commission revenue from members approved during the period
Net commission revenue adjustments from members approved in
prior period
Cash receipts
Ending balance
_____________
Year Ended December 31, 2020
Medicare
Segment
IFP/SMB
Segment
Total
$
550,922 $
38,300 $
589,222
440,722
21,971
462,693
5,665
39,831
45,496
(255,781)
(47,199)
(302,980)
(1,891)
(135)
(2,026)
$
739,637 $
52,768 $
792,405
Year Ended December 31, 2019
Medicare
Segment
IFP Segment
Total
$
311,977 $
355,916
33,881 $
22,614
345,858
378,530
55,292
32,854
88,146
(172,263)
(51,049)
(223,312)
$
550,922 $
38,300 $
589,222
*
Amount consists of transition adjustment of $1.5 million related to the adoption of ASC 326 as of January 1, 2020 and the subsequent
credit loss adjustment of $0.5 million during the year ended December 31, 2020 . See Note 1 – Summary of Business and Significant
Accounting Policies for details regarding the adoption impact.
Credit Risk
Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash
equivalents, contract assets – commissions receivable, and accounts receivable. We invest our cash and cash
95
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
equivalents with major banks and financial institutions and, at times, such investments are in excess of federally
insured limits. We also have deposits with major banks in China that are denominated in both U.S. dollars and
Chinese Yuan Renminbi and are not insured by the U.S. federal government. The deposits in China were
$3.5 million as of December 31, 2020.
We do not require collateral or other security for either our contract assets or accounts receivable. Carriers
that represented 10% or more of our total contract assets and accounts receivable balance are summarized as of the
dates presented below:
Humana
UnitedHealthCare (1)
Aetna (2)
_____________
(1)
(2)
UnitedHealthcare also includes other carriers owned by UnitedHealthcare.
Aetna also includes other carriers owned by Aetna.
December 31, 2020 December 31, 2019
21 %
21 %
20 %
22 %
20 %
20 %
Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are
summarized as of the periods presented below (in thousands):
Prepaid maintenance contracts
Prepaid expenses
Prepaid insurance
Income tax receivable
Other
Prepaid expenses and other current assets
December 31, 2020 December 31, 2019
3,853
$
2,207
918
584
260
7,822
7,715 $
6,628
1,672
51
595
16,661 $
$
Property and Equipment – Our property and equipment are summarized as of the periods presented below
(in thousands):
Computer equipment and software
Office equipment and furniture
Leasehold improvements
Property and equipment, gross
Less accumulated depreciation and amortization
Property and equipment, net
December 31, 2020 December 31, 2019
17,893
$
4,995
6,051
28,939
(18,421)
10,518
20,121 $
6,292
7,458
33,871
(19,262)
14,609 $
$
Depreciation and amortization expense related to property and equipment totaled $3.7 million, $3.0 million,
and $2.5 million in the years ended December 31, 2020, 2019 and 2018, respectively.
96
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, useful life in years):
December 31, 2020
December 31, 2019
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Weighted-
average
remaining
useful life
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Weighted-
average
remaining
useful life
Technology
$
2,000 $
(1,945) $
9,500
(9,500)
5,700
(2,300)
3,400
55
—
0.1
$
2,000 $
(1,278) $
722
0.0
7.1
9,500
(9,183)
317
5,700
(1,791)
3,909
1.1
0.3
8.0
Pharmacy and customer
relationships
Trade names, trademarks
and website addresses
Total intangible assets
subject to amortization
$ 17,200 $
(13,745)
Indefinite-lived trademarks and domain names
Intangible assets
3,455
5,114
$
8,569
Indefinite
$ 17,200 $
(12,252) $
4,948
5,114
Indefinite
$ 10,062
During the years ended December 31, 2020, 2019, and 2018, amortization expense related to intangible
assets totaled $1.5 million, $2.2 million, and $2.1 million, respectively.
As of December 31, 2020, our expected amortization expense in future periods were as follows (in
thousands):
Years Ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total
Technology
Trade Names,
Trademarks and
Website Addresses
Total
$
55 $
480 $
—
—
—
—
480
480
480
480
$
—
55 $
1,000
3,400 $
535
480
480
480
480
1,000
3,455
Note 5 – 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.
97
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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):
Assets
Cash equivalents
Money market funds
Short-term marketable securities
Commercial paper
Agency bonds
December 31, 2020
Carrying
Value
Level 1
Level 2
Level 3
Total
$
4,207 $
4,207 $
— $
— $
4,207
14,197
35,423
—
—
14,197
35,423
—
—
14,197
35,423
Total assets measured at fair value
$ 53,827 $
4,207 $ 49,620 $
— $ 53,827
Assets
Cash equivalents
Money market funds
Liabilities
As of December 31, 2019
Carrying
Value
Level 1
Level 2
Level 3
Total
$
7,261 $
7,261 $
— $
— $
7,261
Earnout liability - current
$ 37,273 $
— $
— $ 37,273 $ 37,273
Our cash equivalents were invested in money market funds and commercial paper with original maturity of
90 days or less 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. There were no transfers between the hierarchy levels during the years ended December 31, 2020 and 2019.
As of December 31, 2020, our Level 2 assets included our available for sale marketable securities, which
consisted of commercial paper and agency bonds with maturity less than one year. We classify our marketable debt
securities within Level 2 in the fair value hierarchy, because we use quoted market prices to the extent available or
alternative pricing sources and models utilizing market observable inputs to determine fair value. Our portfolio
primarily consisted of financial instruments with credit rating of AA+ or equivalent by S&P Rating and Moody's
Investor Services. There were no transfers between the hierarchy levels during the years ended December 31, 2020
and 2019.
The following table summarizes our cash equivalents and available-for-sale debt securities by contractual
maturity (in thousands):
Due in 1 year
$
53,788 $
53,827 $
7,261 $
7,261
As of December 31, 2020
As of December 31, 2019
Amortized Cost
Fair Value
Amortized Cost
Fair Value
98
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unrealized gains and losses on available-for-sale debt securities that are not credit related are included in
accumulated other comprehensive income and summarized as follows as of December 31, 2020:
Amortized Cost
Unrealized Gain
Unrealized Loss
Fair Value
Cash equivalents
Money market funds
$
4,207 $
— $
— $
4,207
Short-term marketable securities
Commercial paper
Agency bonds
Total
14,197
35,384
—
40
$
53,788 $
40 $
—
(1)
(1) $
14,197
35,423
53,827
As of December 31, 2020, there were six securities in net loss positions and their unrealized losses were
immaterial. We did not record any credit losses regarding our available-for-sales debt securities during the year
ended December 31, 2020. We do not intend to sell these securities and it is more likely than not that we will not be
required to sell these securities before the recovery of their amortized cost basis.
Earnout Liabilities
Earnout liabilities in connection with our GoMedigap acquisition in 2018 were recognized at fair value. 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. The fair value of the earnout liability as of December
31, 2019 was adjusted to the amount that we settled in January 2020. Key assumptions included new enrollments
and volatility for the years ended December 31, 2019 and 2018 and our stock price at the time of payment.
Our earnout liability activities are summarized as follows (in thousands):
Balance as of December 31, 2018
Change in fair value
Settlements
Balance as of December 31, 2019
Settlements
Balance as of December 31, 2020
$
$
40,000
24,079
(26,806)
37,273
(37,273)
—
In February 2019, we made the first earnout payment to GoMedigap consisting of $9.5 million in cash and
294,608 shares of our common stock with a value of $17.3 million. In January 2020, we made the second payment,
which consisted of $8.8 million in cash and 294,608 shares of our common stock with a value of $28.5 million. The
$28.5 million and $17.3 million of the earnout payments in 2020 and 2019, respectively, were non-cash financing
activities since common stock was used to settle these liabilities.
99
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6 – Equity
Public Offering of Common Stock – Pursuant to an effective registration statement which was filed on
December 17, 2018, and amended on January 22, 2019 and March 2, 2020, we entered into an underwriting
agreement in March 2020 to issue a total of 2.1 million shares of common stock, which included the exercise in full
of the underwriters’ option to purchase 0.3 million additional shares of common stock, at a price to the public
of $115.00 per share in March 2020. Net proceeds from the offering were approximately $228.0 million after
deducting underwriting discounts, commissions and expenses of the offering. We intend to use the net proceeds of
the offering for general corporate purposes, including working capital.
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 2.4 million shares of common stock, which
included the exercise in full of the underwriters’ option to purchase 0.4 million additional shares of common stock,
at a price to the public of $48.50 per share in January 2019, for a total of 2.8 million shares issued in connection with
the offering. Net proceeds from the offering were approximately $126.1 million after deducting underwriting
discounts, commissions and estimated expenses of the offering. We used the net proceeds of the offering for general
corporate purposes, including working capital.
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):
Stock options issued and outstanding
Restricted stock units issued and outstanding
Shares available for grant
Total shares reserved
December 31, 2020
December 31, 2019
527
2,370
1,509
4,406
649
2,201
2,197
5,047
Stock Plans – On June 12, 2014, upon approval at the Annual Meeting of Stockholders, we adopted the
2014 Equity Incentive Plan (the “2014 Plan”) with 4.5 million shares authorized for issuance. 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
100
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
of such awards. In 2019, our stockholders approved an amendment to the 2014 Equity Incentive Plan to increase the
maximum number of shares that may be issued by 2.5 million shares.
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.
We have granted market-based and performance-based restricted stock units to our executive officers and
certain members of our senior management team. For market-based restricted stock units, each represents a
contingent right to receive a share of our common stock upon the attainment of certain stock prices generally over a
four-year performance period. These awards generally vest on the one-year anniversary of the date of achievement,
subject to the employee's continued service through the vesting date. Compensation expense related to these awards
is recognized over the requisite service period. For performance-based restricted stock units, each represents a
contingent right to receive a share of our common stock upon the attainment of certain financial targets over a
trailing twelve month performance period. These awards would vest in the middle of 2022, subject to achievement
of performance targets and continued service through the vesting date. Compensation expense related to these
awards is recognized over the requisite service period if the performance criteria is probable of being achieved.
The following table summarizes activity under our 2014 Plan for the year ended December 31, 2020 (in
thousands):
Beginning balance (1)
Restricted stock units granted (2)
Restricted stock units cancelled (3)
Options cancelled
Ending balance
_______
(1)
(2)
(3)
Shares available for grant do not include treasury stock shares that could be granted if we determined to do so.
Includes grants of restricted stock units with service, performance-based or market-based vesting criteria.
Includes cancelled restricted stock units with service, performance-based or market-based vesting criteria.
2,197
(1,038)
322
28
1,509
101
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes stock option activity (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)
Outstanding as of December 31, 2019
649 $
19.57
4.4 $
49,661
Granted
Exercised
Cancelled
Outstanding balance as of December 31, 2020
Vested and expected to vest as of December 31, 2020
Exercisable as of December 31, 2020
— $
(92) $
(30) $
527 $
520 $
450 $
—
21.20
26.67
18.88
18.71
17.18
3.3 $
29,582
3.3 $
29,281
3.1 $
26,026
_______
(1)
(2)
Includes certain stock options with service, performance-based or market-based vesting criteria.
The aggregate intrinsic value is calculated as the product between eHealth’s closing stock price as of December 31, 2020 and 2019
and 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 presented below (in
thousands, except weighted-average fair values):
Weighted average fair value of options granted
Total fair value of options vested
Intrinsic value of options exercised
Year Ended December 31,
2020
2019
2018
n/a
$
33.19 $
$
$
1,367 $
2,924 $
8,127 $
19,890 $
12.78
2,263
1,461
The following table summarizes restricted stock unit activity (in thousands, except weighted-average grant
date fair value and weighted-average remaining contractual life data):
Outstanding as of December 31, 2019
Granted
Vested
Cancelled
Outstanding as of December 31, 2020
Number of
Restricted
Stock Units (1)
Weighted-
Average
Grant Date
Fair Value
2,201 $
1,038 $
(547) $
(322) $
2,370 $
39.08
94.10
42.28
54.81
60.44
Weighted-
Average
Remaining
Service
Period
Aggregate
Intrinsic
Value (2)
1.6 $
211,443
1.8 $
177,746
_______
(1)
(2)
Includes certain restricted stock units with service, performance-based or market-based vesting criteria.
The aggregate intrinsic value is calculated as the difference of our closing stock price as of December 31, 2020 and 2019 multiplied by
the number of restricted stock units outstanding as of December 31, 2020 and 2019, respectively.
102
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock Repurchase Programs – We had no stock repurchase activity during the year ended December 31,
2020. In addition to 10.7 million shares repurchased under our previous repurchase programs, we have in treasury
1.1 million shares as of December 31, 2020 that were previously surrendered by employees to satisfy tax
withholding due in connection with the vesting of certain restricted stock units. As of December 31, 2020 and 2019,
we had a total of 11.8 million shares and 11.6 million shares, respectively, held in treasury.
For accounting purposes, common stock repurchased under our stock repurchase programs is recorded
based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are
presented using the cost method.
Stock-Based Compensation Expense – The fair value of stock options granted to employees was estimated
using the Black-Scholes option-pricing model and with the following weighted average assumptions for the years
presented below, except for 2020 in which we did not have any options granted:
Expected term (years)
Expected volatility
Expected dividend yield
Risk-free interest rate
Year Ended December 31,
2020
n/a
n/a
n/a
n/a
2019
4.3
65.3%
—%
2.1%
2018
4.3
68.3%
—%
2.7%
The weighted-average fair value of the market-based restricted stock units was determined using the Monte
Carlo simulation model using the following weighted average assumptions:
Expected term (years)
Expected volatility
Expected dividend yield
Risk-free interest rate
Weighted-average grant date fair value
Year Ended December 31,
2020
3.5
64.4%
—%
0.3%
$93.85
2019
1.4
57.8%
—%
2.4%
$58.16
2018
1.6
69.8%
—%
2.5%
$13.48
We estimate a forfeiture rate to calculate the stock-based compensation for our awards. We evaluate the
appropriateness of the forfeiture rate based on historical forfeiture, analysis of employee turnover, and other factors.
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures
differ from those estimates.
2020 Employee Share Purchase Plan – Our board of directors adopted in March 2020 and our
stockholders approved in June 2020 the 2020 Employee Stock Purchase Plan (“ESPP”). A total of 500,000 shares of
our common stock are available for sale under the ESPP. Eligible employees can purchase shares of our common
stock based on a percentage of their compensation subject to certain limits. The purchase price per share is equal to
the lower of 85% of the fair market value of our common stock on the offering date or the purchase date.
As of December 31, 2020, no shares of common stock have been purchased under our ESPP.
During the year ended December 31, 2020, we recognized $0.3 million in compensation cost related to our
ESPP in our consolidated statement of operations. As of December 31, 2020, the unrecognized compensation cost
related to our ESPP is $0.9 million, which is expected to be recognized over a weighted average period of 0.4 years.
103
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We estimated the fair value of ESPP purchase rights for our first offering period using a Black-Scholes
option-pricing model with the following assumptions:
Expected term (years)
Expected volatility
Expected dividend yield
Risk-free interest rate
Year Ended December 31, 2020
0.5
77.4 %
— %
0.1 %
The following table summarizes stock-based compensation expense recognized for the years presented
below (in thousands):
Common stock options
Restricted stock units*
ESPP
Year Ended December 31,
2020
2019
2018
$
1,097 $
2,215 $
23,729
346
20,355
—
1,991
10,549
—
Total stock-based compensation expense
$
25,172 $
22,570 $
12,540
_________
*
Amounts include market-based and performance-based RSUs.
The following table summarizes stock-based compensation expense by operating function for the years
presented below (in thousands):
Marketing and advertising
Customer care and enrollment
Technology and content
General and administrative
Restructuring charges
Total stock-based compensation expense
Amount capitalized for internal-use software
Total stock-based compensation
Year Ended December 31,
2020
2019
2018
$
$
5,102 $
2,723
5,460
11,887
—
25,172
2,007
27,179 $
4,230 $
1,451
3,611
13,278
—
22,570
—
22,570 $
1,974
816
1,675
7,824
251
12,540
—
12,540
During the three months ended December 31, 2020, we made an adjustment to reduce stock-based
compensation expense by $5.9 million related to our performance-based restricted stock awards due to attainment of
certain performance goals deemed not probable based on our latest estimates. The impact of this adjustment was
$0.23 and $0.22 per basic and diluted share, respectively, for the year ended December 31, 2020.
For the year ended December 31, 2020, there was a total of $2.0 million stock-based compensation expense
capitalized in the internal-use software and website development costs classified under Other assets, which
represents a noncash investing activity.
As of December 31, 2020, there was $1.0 million of total unamortized compensation cost, net of estimated
forfeitures, related to stock options, expected to be recognized over a weighted average period of 1.4 years. As of
104
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020, there was $83.2 million of total unamortized compensation cost, net of estimated forfeitures,
related to restricted stock units, expected to be recognized over a weighted average period of 2.7 years.
Accelerated Vesting – 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 recognized a $0.5 million incremental stock-based compensation expense in connection with
this modification.
Note 7 – 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):
Basic
Net income
Shares used in per share calculation – basic
Net income per share – basic
Diluted:
Net income
Shares used in per share calculation – basic
Dilutive effect of common stock
Total common stock shares used in diluted share calculation
$
$
$
Year Ended December 31,
2020
2019
2018
45,450 $
26,025
66,887 $
23,075
1.75 $
2.90 $
241
19,294
0.01
45,450 $
26,025
989
27,014
66,887 $
23,075
1,464
24,539
241
19,294
1,115
20,409
0.01
Net income per share – diluted
$
1.68 $
2.73 $
For each of the years ended December 31, 2020, 2019 and 2018, 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,
2019
2018
2020
Common stock options
Restricted stock units
Total
—
151
151
11
41
52
291
13
304
105
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 – Commitments and Contingencies
Service and Licensing Obligations
We have entered into service and licensing agreements with third party vendors to provide various services,
including network access, equipment maintenance and software licensing. As the benefits of these agreements are
experienced uniformly over the applicable contractual periods, we record the related service and licensing expenses
on a straight-line basis, although actual cash payment obligations under certain of these agreements fluctuate over
the terms of the agreements.
Our future minimum payments under non-cancellable contractual service and licensing obligations as of
December 31, 2020 (in thousands):
For the Years Ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total
Operating Leases
$
$
5,775
3,408
2,745
2,056
1,353
1,353
16,690
Refer to Note 10 – Leases for commitments related to our operating leases.
Contingencies
From time to time, we receive inquiries from governmental bodies and also may be subject to various legal
proceedings and claims arising in the ordinary course of business. We assess contingencies to determine the degree
of probability and range of possible loss for potential accrual in our 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. We accrued approximately $1.2 million as of December 31,
2019 for amounts we believed to be payable for certain legal proceedings. The accrued amount was settled and paid
in January 2021. There was no material additional litigation-related accrual during the year ended December 31,
2020. Legal proceedings or other contingencies could result in material costs, even if we ultimately prevail.
Legal Proceedings
Securities Class Action – On April 8, 2020 and April 30, 2020, two purported class action lawsuits were
filed against us, our chief executive officer, Scott N. Flanders, our chief financial officer, Derek N. Yung, and our
then-chief operating officer, David K. Francis, in the United States District Court for the Northern District of
California. The cases are captioned Patel v. eHealth, Inc., et al., Case No. 5:20-cv-02395 (N.D. Cal.) and Bertrand
v. eHealth, Inc. et al., Case No. 4:20-cv-02967 (N.D. Cal.). The complaints allege, among other things, that we and
Messrs. Flanders, Yung and Francis made materially false and misleading statements and/or failed to disclose
material information regarding our accounting and modeling assumptions, rate of member churn and our
profitability during the alleged class period of March 19, 2018 to April 7, 2020. The complaints allege that we and
Messrs. Flanders, Yung and Francis violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and
Rule 10b-5 promulgated thereunder. The complaints seek compensatory and (in the Patel lawsuit) punitive damages,
106
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
attorneys’ fees and costs, and such other relief as the court deems proper. On June 24, 2020, the Court consolidated
the above-referenced matters under the caption In re eHealth Securities Litig., Master File No. 4:20-cv-02395-JST
(N.D. Cal.). The Court also appointed a lead plaintiff and lead counsel for the consolidated matter. The lead plaintiff
filed an amended complaint on August 25, 2020, which Defendants moved to dismiss. The motion to dismiss has
been fully briefed and is currently set to be heard by the court on April 1, 2021.
Derivative Actions – On July 7, 2020 and October 13, 2020, two derivative lawsuits were filed against our
chief executive officer, Mr. Flanders, our chief financial officer, Mr. Yung, our then-chief operating officer, Mr.
Francis, and the members of our Board of Directors (collectively, the “Individual Defendants”), in the United States
District Court for the Northern District of California and the Superior Court of California, County of Santa Clara.
The cases are captioned Chernet v. Flanders et al., Case No. 3:20-cv-04477-SK (N.D. Cal.), and Lincolnshire Police
Pension Fund v. Flanders et al., Case No. 20CV371555 (Cal. Super. Ct.), and also name the Company as a nominal
defendant. The complaints allege, among other things, that beginning on March 19, 2018, the Individual Defendants
made or caused the Company to make materially false and misleading statements and/or failed to disclose material
information regarding our accounting and modeling assumptions, rate of member churn, profitability, and internal
controls. Both complaints purport to assert claims for breach of fiduciary duty, unjust enrichment and waste of
corporate assets. The Chernet lawsuit also alleges that the Individual Defendants violated Sections 14(a), 10(b), and
20(a) of the Securities Exchange Act of 1934, and asserts claims for abuse of control and gross mismanagement. The
complaints seek damages, restitution, attorneys’ fees and costs, and certain measures with respect to the Company’s
corporate governance and internal procedures, and (in the Lincolnshire lawsuit) equitable and/or injunctive relief.
The Chernet and Lincolnshire lawsuits have both been stayed pending the resolution of the motion to dismiss in the
Securities Class Action, In re eHealth Securities Litig., Master File No. 4:20-cv-02395-JST (N.D. Cal.).
The Gonzalez and Le’Vias Complaints – On April 6, 2018, a former employee, Lupita Gonzalez, filed a
complaint against us in the Superior Court of the State of California for the County of Sacramento (the “Gonzalez
Complaint”). The Gonzalez Complaint is brought under the California Private Attorney General Act (“PAGA”) on
behalf of all current and former hourly-paid or non-exempt employees who work or have worked for us in
California. The claim alleges that we violated 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 compliant 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 Gonzalez Complaint seeks penalties and costs, expenses and attorneys’ fees.
On July 1, 2019, two other current or former employees, Michael Le’Vias and Ramona Meadows, filed a
related complaint against us and eHealth Ins. Serv. Co., in the Superior Court of the State of California for the
County of Santa Clara (the “Le’Vias Complaint”). A substantial overlap exists between the facts and circumstances
alleged in the Gonzalez Complaint and the Le’Vias Complaint. Specifically, the Le’Vias Complaint is also brought
under PAGA on behalf of all current and former hourly-paid or non-exempt employees who work or have worked
for us in California. The claim alleges that we violated 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 compliant 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 Le’Vias Complaint seeks unpaid wages, penalties and costs,
expenses and attorneys’ fees.
The parties have entered into a court-approved settlement agreement that resolves both matters related to
the Gonzalez and Le'Vias Complaints, which settlement agreement, as required by law, has been approved by the
Superior Court of the State of California. Plaintiffs Michael Le’Vias and Ramona Meadows have sought dismissal
with prejudice of the Le’Vias Complaint and, upon the completion of the distribution of the settlement funds in
107
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
accordance with the settlement agreement and the court order approving the settlement agreement, the parties will
seek a dismissal with prejudice of the Gonzalez Complaint.
Note 9 – Segment and Geographic Information
Operating Segments
The results of our operating segments are summarized for the periods presented below (in thousands):
Year Ended December 31,
2019
2018
2020
Revenue:
Medicare
Individual, Family and Small Business
Total revenue
Segment profit:
Medicare segment profit
Individual, Family and Small Business segment profit
Total segment profit
Corporate
Stock-based compensation expense
Depreciation and amortization
Change in fair value of earnout liability
Restructuring charges
Acquisition costs
Amortization of intangible assets
Other income, net
Income before income taxes
$ 516,762 $ 446,961 $ 210,570
66,012
59,240
40,825
$ 582,774 $ 506,201 $ 251,395
$ 101,963 $ 155,234 $
60,844
39,383
23,368
141,346
178,602
5,803
66,647
(57,664)
(45,374)
(32,996)
(25,172)
(22,570)
(12,289)
(3,694)
(2,983)
(2,479)
—
—
—
(24,079)
(12,300)
—
—
(1,865)
(76)
(1,493)
(2,187)
(2,091)
666
2,090 $
755
$
53,989 $
83,499 $
3,306
There were no inter-segment revenue transactions for the periods presented. With the exception of contract
assets – commissions receivable, which is presented by segment in Note 4 – Supplemental Financial Statement
Information, our CODM does not separately evaluate assets by segment, and therefore assets by segment are not
presented.
Geographic Information
Our long-lived assets consist primarily of property and equipment and internally-developed software. Our
long-lived assets are attributed to the geographic location in which they are located. Long-lived assets by
geographical area are summarized as follows (in thousands):
United States
China
Total
108
December 31, 2020 December 31, 2019
64,408
$
471
64,879
40,500 $
565
41,065 $
$
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Significant Customers
Substantially all revenue for the years ended December 31, 2020, 2019 and 2018 was generated from
customers located in the United States. Carriers representing 10% or more of our total revenue are summarized as
follows:
Year Ended December 31,
2020
2019
2018
22 %
21 %
15 %
26 %
19 %
17 %
22 %
19 %
14 %
Humana
UnitedHealthcare (1)
Aetna (2)
____________
(1)
(2)
UnitedHealthcare also includes other carriers owned by UnitedHealthcare.
Aetna includes other carriers owned by Aetna.
Note 10 – Leases
We account our leases in accordance with Accounting Standards Codification Topic 842, Leases. We
determine if an arrangement is a lease at inception. Our lease portfolio is primarily composed of operating leases for
corporate offices and as of January 1, 2019 with the adoption of the new guidance for leasing arrangements, are
included in operating lease right-of-use (“ROU”) assets and lease liabilities on our consolidated balance sheets.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our
obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are
recognized at commencement date based on the present value of lease payments over the lease term. As the
Company's leases generally do not provide an implicit rate, we use our incremental borrowing rate based on the
information available at commencement date. In determining the present value of lease payments, we utilized the
assistance of third-party specialists to assist us in determining our yield curve based upon our credit rating, lease
term and adjustment for security. The operating lease ROU asset also includes any lease payments made and
excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably
certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over
the lease term.
Our leases have remaining lease terms of 3 to 9 years. Certain of these leases have free or escalating rent
payment provisions. We recognize lease expense on a straight-line basis over the terms of the leases, although actual
cash payment obligations under certain of these agreements fluctuate over the terms of the agreements. Most leases
include options to renew, and the exercise of these options is at our discretion.
Total operating lease expenses were $7.8 million, $6.4 million, and $5.3 million for the years ended
December 31, 2020, 2019 and 2018, respectively. We have a sublease agreement for our office space in Mountain
View, California to sublease to a third party, which commenced in December 2018 and will expire in July 2023. We
recorded $1.2 million and $1.1 million of sublease income during the years ended December 31, 2020 and 2019,
respectively.
109
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the lease-related assets and liabilities recorded on the Consolidated
Balance Sheet for the periods presented below (in thousands):
Operating lease right-of-use assets
Lease liabilities – current
Lease liabilities – non-current
Total operating lease liabilities
December 31, 2020 December 31, 2019
$
$
$
42,558 $
36,621
5,192 $
41,369
46,561 $
4,759
34,305
39,064
Supplemental information related to leases are as follows (in thousands):
Operating cash outflows from operating leases
$
Non-cash investing activities relating to operating lease right-of-use assets $
Weighted-average remaining lease term of operating leases
Weighted-average discount rate used to recognize operating lease right-of-
use-assets
7,090 $
10,919 $
7.2 years
5,464
40,646
7.6 years
5.4 %
5.9 %
December 31, 2020 December 31, 2019
As of December 31, 2020, maturities of operating lease liabilities are as follows (in thousands):
Year ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total lease payments (1)
Less imputed interest
Total
____________
$
7,644
7,701
8,033
7,832
8,009
19,408
58,627
(12,066)
$
46,561
(1)
Noncancellable sublease income for the years ending December 31, 2021, 2022 and 2023 of $1.2 million, $0.4 million and $0.4
million, respectively, are not included in the table above.
Note 11 – Debt
On September 17, 2018, we entered into a Credit Agreement with Royal Bank of Canada (“RBC”), as
administrative agent and collateral agent (the “Credit Agreement”). The Credit Agreement provides for a $40.0
million secured asset-backed revolving credit facility with a $5.0 million letter of credit sub-facility.
On December 20, 2019, we amended our revolving credit facility agreement with RBC (the “Amendment”)
and increased the borrowing amount from $40.0 to $75.0 million. The maturity date has been extended to December
20, 2022.
110
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The borrowing base under the Credit Agreement is comprised of an amount equal to (a) the lesser of (i)
eighty percent (80%) of Eligible Commissions Receivables (as defined in the Credit Agreement) we actually
collected during the immediately preceding period of three months or (ii) eighty percent 80%) of our Eligible
Commission Receivables for the immediately succeeding period of three months, plus (b) fifty percent (50%) of our
Eligible Commission Receivables for the immediately succeeding period of six months (excluding the immediately
succeeding period of three months), in each case subject to reserves established by RBC (the “Borrowing Base”).
The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate
purposes. The Borrowers have the right to prepay the loans under the Credit Agreement in whole or in part at any
time without penalty. Subject to availability under the Borrowing Base, amounts repaid may be reborrowed.
Amounts not borrowed under the Credit Agreement will be subject to a commitment fee of 0.5% per annum
on the daily unused portion of the credit facility, to be paid in arrears on the first business day of each calendar
quarter. At the closing of the Credit Agreement, we paid a one-time facility fee of 1.75% of the total commitments
of $40.0 million. We also paid a one-time closing fee of 0.5% of the new commitment of $75.0 million in
connection with the Amendment. The Company is also obligated to pay other customary administration fees for a
credit facility of this size and type.
The availability under the credit facility was up to the lesser of $40.0 million or the Borrowing Base in the
original credit agreement. The Amendment increased the availability up to the lesser of $75.0 million or the
Borrowing Base, which may be reduced from time to time pursuant to the Credit Agreement.
Financial covenants in the original Credit Agreement required that we maintain Excess Availability (as
defined in the Credit Agreement) at or above $6.0 million at any time. The Amendment also changed the financial
covenants to require us to maintain at least $6.0 million of Excess Availability at all times or, if greater, up to $11.3
million depending on our borrowing base as determined by eligible past and future commission receivables. In
addition, the Amendment also included changes in the payment conditions to, among other things, require us to have
at least $10.0 million of liquidity or, if greater, up to $18.8 million depending on our borrowing base as determined
by eligible past and future commission receivables, in order for us to make certain permitted acquisitions,
investments, distributions and payments of indebtedness. The Amendment also stated the seasonal amount
thresholds used in connection with the cash dominion and field examination covenants in the Credit Agreement.
We incurred $1.2 million of issuance costs in connection with the Credit Agreement, which were
capitalized as part of Other assets on our Consolidated Balance Sheet in the period we entered into the Credit
Agreement. The Amendment did not change the interest rate. In connection with this Amendment, we incurred
closing costs totaling $0.5 million, which were capitalized and recorded as Other assets on our Consolidated Balance
Sheet as of December 31, 2020. The remaining balance of unamortized issuance costs was $0.7 million and $1.1
million as of December 31, 2020 and 2019, respectively.
As of December 31, 2020, we had no outstanding borrowings under our revolving credit facility.
111
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 – Income Taxes
The components of our income before provision for income taxes were as follows (in thousands):
United States
Foreign
Income before provision for income taxes
Year Ended December 31,
2020
2019
2018
$
$
53,078 $
911
53,989 $
82,391 $
1,108
83,499 $
2,458
848
3,306
The federal and state income tax provision is summarized as follows (in thousands):
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
Provision for income taxes
Year Ended December 31,
2020
2019
2018
$
$
— $
88
(361)
(273)
7,303
1,245
264
8,812
8,539 $
— $
75
326
401
13,594
2,635
(18)
16,211
16,612 $
5
48
213
266
165
2,648
(14)
2,799
3,065
In 2020, we had worldwide consolidated income before tax of $54.0 million, and tax expense of $8.5
million, with an annual effective tax rate of 15.8%.
The effective tax rate of our provision for income taxes differs from the federal statutory rate as follows:
Statutory rate
State income taxes, net of federal benefit
Stock-based compensation shortfalls (windfalls), net
Non-deductible stock-based compensation
Non-deductible lobbying expenses
Research and development credits
Changes in valuation allowance
Foreign income tax and income inclusion
Non-deductible parking expense
Other permanent differences
Effective tax rate
112
Year Ended December 31,
2020
2019
2018
21.0 %
2.2
(7.9)
2.2
0.8
(2.2)
0.1
(0.7)
—
0.3
15.8 %
21.0 %
2.6
(7.0)
2.5
1.0
(0.9)
—
0.1
0.2
0.4
19.9 %
21.0 %
(7.2)
(29.4)
21.6
15.2
(17.1)
72.8
6.8
3.1
5.9
92.7 %
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2020 and 2019 were
as follows (in thousands):
Deferred tax assets:
Net operating losses
Accruals and reserves
Operating lease liabilities
Intangible assets
Tax credits
Stock-based compensation
Fixed assets
Other
Total deferred tax assets
Valuation allowance
Total deferred tax assets net of valuation allowance
Deferred tax liabilities:
Commissions receivable
Right-of-use assets
Total deferred tax liabilities
Net deferred tax liabilities
December 31, 2020
December 31, 2019
$
$
104,860 $
2,557
11,368
2,592
7,805
4,500
111
176
133,969
(2,479)
131,490
(193,416)
(10,391)
(203,807)
(72,317) $
60,023
4,143
9,471
6,306
5,818
2,835
203
187
88,986
(2,407)
86,579
(141,566)
(8,879)
(150,445)
(63,866)
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.
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 certain net operating losses and credits prior to
expiration. The change in our valuation allowance is summarized as follows (in thousands):
Deferred Tax Assets - Valuation Allowance
Balance at
beginning of year
Provision for
income taxes
Balance at
end of year
Year Ended December 31, 2020
Year Ended December 31, 2019
Year Ended December 31, 2018
$
2,407 $
72 $
2,407
—
—
2,407
2,479
2,407
2,407
113
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The net operating loss and tax credit carryforwards as of December 31, 2020 are summarized as follows (in
thousands):
Net operating losses, federal (with expiration)
Net operating losses, federal (without expiration)
Net operating losses, state
Tax credits, federal
Tax credits, state
$
Amount
39,194
381,001
283,700
7,373
7,754
Expires
2034
Indefinite
2021
2021
n/a
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 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.
A reconciliation of the beginning and ending amount of our unrecognized tax benefits is as follows (in
thousands):
Beginning balance
Year Ended December 31,
2020
2019
2018
$
4,709 $
3,740 $
3,096
Increase based on tax positions related to the prior year
Lapse of statute of limitations
—
(8)
Additions based on tax positions related to the current year
1,629
—
—
969
Ending balance
$
6,330 $
4,709 $
70
(5)
579
3,740
As of December 31, 2020, the total amount of gross unrecognized tax benefits was $6.3 million, of which
$5.7 million, if recognized, would affect our effective tax rate. As of December 31, 2019, the total amount of gross
unrecognized tax benefits was $4.7 million, of which $4.2 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, 2020, 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 as of December 31, 2020 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 2001 due to
our net operating losses and credits carryforward.
The Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law on March 27,
2020. The business tax provisions of the CARES Act include temporary changes to income based tax laws,
including the ability to utilize net operating losses, interest expense deductions, alternative minimum tax credit
refunds, charitable contributions, and depreciation of qualified improvement property. The income tax provisions of
114
EHEALTH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
the CARES Act did not have a material impact on our Consolidated Financial Statements for the year ended
December 31, 2020.
Note 13 – Subsequent Event
On February 17, 2021,we entered into an investment agreement with an affiliate of H.I.G. Capital (together
with its affiliated funds, “H.I.G.”), pursuant to which we have agreed to issue and sell to affiliated entities of H.I.G.,
2,250,000 shares of the Company’s newly designated Series A preferred stock for an aggregate purchase price of
$225.0 million.
115
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Our Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated
the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Annual Report on Form
10-K.
Based on management’s evaluation, our chief executive officer and chief financial officer concluded that
our disclosure controls and procedures are effective to provide reasonable assurance that information we are
required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such
information is accumulated and communicated to our management, including our chief executive officer and chief
financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended. Under the supervision and with the participation of our management, including our chief executive officer
and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting as of December 31, 2020 based on the guidelines established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Our internal
control over financial reporting includes policies and procedures that provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external reporting purposes in
accordance with U.S. generally accepted accounting principles.
Based on the results of our evaluation, our management concluded that our internal control over financial
reporting was effective as of December 31, 2020. We reviewed the results of management’s assessment with our
Audit Committee.
Ernst & Young LLP, our independent registered public accounting firm, has issued a report on the
Company’s internal control over financial reporting as of December 31, 2020, which is presented below.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months
ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our chief executive officer and chief financial officer, believes that our
disclosure controls and our internal control over financial reporting are designed to provide reasonable assurance of
achieving their objectives and are effective at the reasonable assurance level. However, our management does not
expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all
fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error
or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two
or more people or by management override of the controls. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions; over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud
may occur and not be detected.
117
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of eHealth, Inc.
Opinion on Internal Control over Financial Reporting
We have audited eHealth, Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria
established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, eHealth, Inc. (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,
based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the 2020 consolidated financial statements of the Company and our report dated February 26,
2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Ernst & Young LLP
Redwood City, California
February 26, 2021
ITEM 9B.
OTHER INFORMATION
None.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information concerning our directors, executive officers, compliance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and corporate governance required by this Item 10 of Form 10-K is
incorporated by reference from the information contained in the Definitive Proxy Statement for the Annual Meeting
of Stockholders, which is expected to be filed within 120 days after our fiscal year ended December 31, 2020.
We have adopted a code of ethics that applies to all employees, including our principal executive officer,
Scott Flanders, principal financial officer, Derek Yung, principal accounting officer, John Pierantoni. and all other
executive officers. The code of ethics is available on the governance page of our website at ir.ehealthinsurance.com.
A copy may also be obtained without charge by contacting investor relations, attention Vice President of Investor
Relations, 2625 Augustine Drive, Second Floor, Santa Clara, CA, 95054 or by calling (650) 584-2700.
We plan to post on our website at the address described above any future amendments or waivers of our
Code of Conduct.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by Item 11 of Form 10-K is incorporated herein by reference from the
information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected
to be filed within 120 days after our fiscal year ended December 31, 2020.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 of Form 10-K is incorporated herein by reference from the
information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected
to be filed within 120 days after our fiscal year ended December 31, 2020.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by Item 13 of Form 10-K is incorporated herein by reference from the
information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected
to be filed within 120 days after our fiscal year ended December 31, 2020.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 of Form 10-K is incorporated herein by reference from the
information contained in the Definitive Proxy Statement for the Annual Meeting of Stockholders, which is expected
to be filed within 120 days after our fiscal year ended December 31, 2020.
119
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) We have filed the following documents as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
Information in response to this Item is included in Item 8 of Part II of this Annual Report on Form 10-K.
2. Financial Statement Schedules
All schedules are omitted because they are not applicable, not required or because the required information
is included in the consolidated financial statements or notes thereto.
3. Exhibits
See Item 15(b) below.
(b) Exhibits – We have filed, or incorporated into this Annual Report on Form 10-K by reference, the exhibits listed
on the accompanying Index to Exhibits of this Annual Report on Form 10‑K.
(c) Financial Statement Schedule – See Item 15(a) above.
ITEM 16.
FORM 10-K SUMMARY
None.
120
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
February 26, 2021
eHealth, Inc.
/s/ SCOTT N. FLANDERS
Scott N. Flanders
Chief Executive Officer
/s/ DEREK N. YUNG
Derek N. Yung
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities indicated on February 26, 2021.
Signature
Title
/s/ SCOTT N. FLANDERS
Scott N. Flanders
/s/ DEREK N. YUNG
Derek N. Yung
/s/ JOHN PIERANTONI
John Pierantoni
/s/ ANDREA BRIMMER
Andrea Brimmer
/s/ BETH A. BROOKE
Beth A. Brooke
/s/ MICHAEL D. GOLDBERG
Michael D. Goldberg
/s/ RANDALL S. LIVINGSTON
Randall S. Livingston
/s/ JACK L. OLIVER III
Jack L. Oliver III
/s/ DALE B. WOLF
Dale B. Wolf
Chief Executive Officer
(Principal Executive Officer) and Director
Chief Financial Officer
(Principal Financial Officer)
Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
121
EXHIBIT INDEX
Exhibit
Number
2.1
Description of Exhibit
Purchase Agreement dated January 16, 2018 by and among eHealth, Inc.,
Wealth, Health and Life Advisors, LLC (d/b/a GoMedigap), WHL
Advisors, Inc., Qavah Ventures, LLC, Richard Cantu, Kevin Walbrick, and
Kevin Walbrick as the exclusive member representative thereunder
3.1
Amended and Restated Certificate of Incorporation of the Registrant
3.2
4.1
Amended and Restated Bylaws of the Registrant
Form of the Registrant’s Common Stock Certificate
4.2
Description of Capital Stock
Form of Indemnification Agreement entered into between the Registrant
and its directors and officers
† Form of Indemnification Agreement adopted in 2021
Incorporation by Reference Herein
Form
Current Report on Form 8-K
(File No. 001-33071)
Date
January 16, 2018
Registration Statement on
Form S-l, as amended
(File No. 333-133526)
Current Report on Form 8‑K
(File No. 001-33071)
Registration Statement on
Form S-l, as amended
(File No. 333-133526)
Annual Report on Form 10-K
(File No. 001-33071)
Registration Statement on
Form S-l, as amended
(File No. 333-133526)
April 25, 2006
November 17, 2008
June 28, 2006
March 2, 2020
April 25, 2006
August 8, 2016
August 8, 2016
April 25, 2006
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
Employment Agreement, dated May 31, 2016, between Scott N. Flanders
and eHealth, Inc.
Quarterly Report on Form 10-Q
(File No. 001-33071)
Employment Agreement, dated July 11, 2016, between David Francis and
eHealth, Inc.
Quarterly Report on Form 10-Q
(File No. 001-33071)
Letter Agreement, dated November 17, 2005, between Jack L. Oliver III
and eHealth, Inc.
Registration Statement on
Form S-l, as amended
(File No. 333-133526)
Employment Agreement, dated June 4, 2018, between Derek Yung and
eHealth, Inc.
Quarterly Report on Form 10-Q
(File No. 001-33071)
Employment Agreement, dated as of February 20, 2020, between
eHealthInsurance Services, Inc. and Robert Hurley.
Current Report on Form 8-K
(File No. 001-33071)
August 7, 2018
February 21, 2020
10.8*
† Severance Agreement, dated as of February 10, 2021, between Timothy
Hannan and eHealth, Inc.
10.9
10.10
10.10.1
10.10.2
10.10.3
10.11
10.12
10.13
10.14
Investment Agreement, dated as of February 17, 2021, by and between
eHealth, Inc. and Echelon Health SPV, LP
Current Report on Form 8-K (File No.
001-33071)
February 18, 2021
Credit Agreement, dated September 17, 2018, by and among eHealth, Inc.,
eHealthInsurance Services, Inc., Wealth, Health and Life Advisors, LLC,
PlanPrescriber, Inc., Royal Bank of Canada and other lenders identified
therein
Amendment No. 1 to Credit Agreement, dated October 16, 2018, by and
among eHealth, Inc., eHealthInsurance Services, Inc., Wealth, Health and
Life Advisors, LLC, PlanPrescriber, Inc., Royal Bank of Canada and other
lenders identified therein
Amendment No. 2 to Credit Agreement, dated July 2, 2019, by and among
eHealth, Inc., eHealthInsurance Services, Inc., Wealth, Health and Life
Advisors, LLC, PlanPrescriber, Inc., Royal Bank of Canada and other
lenders identified therein
Amendment No. 3 to Credit Agreement, dated December 20, 2019, by and
among eHealth, Inc., eHealthInsurance Services, Inc., Wealth, Health and
Life Advisors, LLC, PlanPrescriber, Inc., Royal Bank of Canada and other
lenders identified therein
Security Agreement, dated September 17, 2018, by and among eHealth,
Inc., eHealthInsurance Services, Inc., PlanPrescriber, Inc., Wealth, Health
and Life Advisors, LLC, and Royal Bank of Canada
Guaranty, dated September 17, 2018, by and between PlanPrescriber, Inc.
and Royal Bank of Canada
Lease Agreement, dated March 29, 2018, between Ascentris-116b, LLC
and eHealth, Inc.
Lease Agreement, dated April 25, 2018, between Augustine Bowers LLC
and eHealthInsurance Services, Inc.
Current Report on Form 8-K
(File No. 001-33071)
September 19, 2018
Quarterly Report on Form 10-Q
(File No. 001-33071)
August 8, 2019
Quarterly Report on Form 10-Q
(File No. 001-33071)
August 8, 2019
Current Report on Form 8-K
(File No. 001-33071)
December 26, 2019
Current Report on Form 8-K
(File No. 001-33071)
September 19, 2018
Current Report on Form 8-K
(File No. 001-33071)
Current Report on Form 8-K
(File No. 001-33071)
Current Report on Form 8-K
(File No. 001-33071)
September 19, 2018
April 2, 2018
April 30, 2018
10.14.1
First Amendment to Lease, dated August 19, 2019, between Augustine
Bowers LLC and eHealthInsurance Services, Inc.
Current Report on Form 8-K (File No.
001-33071)
August 21, 2019
122
10.15
10.15.1
10.15.2
10.15.3
10.15.4
Lease Agreement, dated May 2004, between eHealthInsurance Services,
Inc. and Brian Avery, Trustee of the 1983 Avery Investments Trust, as
amended
First Amendment to Lease Agreement, effective as of May 15, 2009,
between eHealthInsurance Services, Inc. and Brian Avery, Trustee of the
1983 Avery Investments Trust
Second Amendment to Lease Agreement, effective as of August 5, 2010
between eHealth Insurance Services, Inc. and Brian Avery, Trustee of the
1983 Avery Investments Trust
Third Amendment to Lease Agreement, effective as of July 8, 2011,
between eHealthInsurance Services, Inc. and Brian Avery, Trustee of the
1983 Avery Generations Trust
Fourth Amendment to Lease Agreement, effective as of July 13, 2018,
between eHealthInsurance Services, Inc. and Brian Avery, Trustee of the
1983 Avery Investments Trust
10.16
Standard Lease Agreement, dated June 10, 2004, between
eHealthInsurance Services, Inc. and Gold Pointe E LLC, as amended
10.16.1
10.16.2
10.16.3
10.16.4
10.16.5
10.16.6
10.16.7
10.16.8
10.17
10.17.1
10.17.2
10.17.3
10.18
10.18.1
10.18.2
10.18.3
10.19
Fourth Amendment to Standard Lease Agreement (Office), effective as of
November 6, 2007, between eHealthInsurance Services, Inc. and Carlsen
Investments, LLC
Sixth Amendment to Lease and Acknowledgment to Standard Lease
Agreement, dated August 29, 2012, between Carlsen Investments, LLC and
eHealthInsurance Services, Inc.
Seventh Amendment to Lease and Acknowledgment to Standard Lease
Agreement, dated August 6, 2014, between Carlsen Investments, LLC and
eHealthInsurance Services, Inc.
Eighth Amendment to Standard Lease Agreement (Officer) and Partial
Termination of Lease dated June 23, 2016 between Carlsen Investments,
LLC and eHealthInsurance Services, Inc.
Ninth Amendment to Lease and Acknowledgment to Standard Lease
Agreement (Office) dated August 17, 2016 between Carlsen Investments,
LLC and eHealthInsurance Services, Inc.
Tenth Amendment to Lease and Acknowledgment to Standard Lease
Agreement (Office) between Carlsen Investments, LLC and
eHealthInsurance Services, Inc.
Eleventh Amendment to Lease and Acknowledgment to Standard Lease
Agreement (Office) between Carlsen Investments, LLC and
eHealthInsurance Services, Inc.
Twelfth Amendment to Lease and Acknowledgment to Standard Lease
Agreement (Office), dated August 28, 2020, between Carlsen Investments,
LLC and eHealthInsurance Services, Inc.
Office Lease Contract, effective as of September 1, 2019, between eHealth
China (Xiamen) Technology Co., Ltd and Xiamen Software Industry
Investment & Development Co. Ltd.
Property Management Service Contract, effective as of September 1, 2019,
between eHealth China (Xiamen) Technology Co., Ltd and Xiamen
Software Industry Investment & Development Co. Ltd.
Office Lease Contract, effective as of September 15, 2019, between
eHealth China (Xiamen) Technology Co., Ltd and Xiamen Software
Industry Investment & Development Co. Ltd.
Property Management Service Contract, effective as of September 15,
2019, between eHealth China (Xiamen) Technology Co., Ltd and Xiamen
Software Industry Investment & Development Co. Ltd.
Lease Agreement, dated March 23, 2012, between 340 Middlefield, LLC
and eHealth, Inc.
First Amendment to Lease Agreement, effective as of May 28, 2013,
between 340 Middlefield, LLC and eHealth, Inc.
Sublease, dated November 2, 2018, between JJ Lake Corporation and
eHealth, Inc.
Consent to Sublease, dated November 27, 2018, by and among 340
Middlefield, LLC, JJ Lake Corporation and eHealth, Inc.
Registration Statement on Form S-l, as
amended (File No. 333-133526)
April 25, 2006
Current Report on Form 8‑K
(File No. 001-33071)
May 21, 2009
Current Report on Form 8‑K
(File No. 001-33071)
August 18, 2010
Current Report on Form 8-K
(File No. 001-33071)
July 12, 2011
Quarterly Report on Form 10-Q
(File No. 001-33071)
November 6, 2018
Registration Statement on
Form S-l, as amended
(File No. 333-133526)
Current Report on Form 8-K
(File No. 001-33071)
April 25, 2006
November 7, 2007
Current Report on Form 8-K
(File No. 001-33071)
August 31, 2012
Quarterly Report on Form 10-Q
(File No. 001-33071)
August 8, 2014
Current Report on Form 8-K
(File No. 001-33071)
June 28, 2016
Current Report on Form 8-K
(File No. 001-33071)
August 22, 2016
Current Report on Form 8-K
(File No. 001-33071)
April 12, 2019
Current Report on Form 8-K
(File No. 001-33071)
February 4, 2020
Quarterly Report on Form 10-Q
(File No. 001-33071)
November 5, 2020
Current Report on Form 8-K (File No.
001-33071)
September 6, 2019
Current Report on Form 8-K (File No.
001-33071)
September 6, 2019
Current Report on Form 8-K (File No.
001-33071)
September 6, 2019
Current Report on Form 8-K (File No.
001-33071)
September 6, 2019
Current Report on Form 8-K
(File No. 001-33071)
Current Report on Form 8-K
(File No. 001-33071)
Current Report on Form 8-K
(File No. 001-33071)
Current Report on Form 8-K
(File No. 001-33071)
March 27, 2012
May 29, 2013
November 30, 2018
November 30, 2018
Office Lease, dated May 7, 2012, between Lake Pointe Three, LC, and
eHealthInsurance Services, Inc.
Quarterly Report on Form 10-Q
(File No. 001-33071)
August 9, 2012
123
10.19.1
10.19.2
10.19.3
10.19.4
10.19.5
10.20
10.20.1
10.20.2
10.22.1*
10.22.2*
10.22.3*
10.22.4*
10.22.5
10.22.6
10.22.7*
10.22.8*
10.22.9*
10.23*
10.23.1*
Subordination, Non-Disturbance and Attornment Agreement dated as
September 14, 2016 by and among Deutsche Bank, AG, SLC Lake Pointe
Equities LLC and eHealthInsurance Services, Inc.
Quarterly Report on Form 10-Q
(File No. 001-33071)
November 8, 2016
Amendment No. 1 to Lease, dated August 17, 2017, between SLC Lake
Pointe SPE LLC and eHealthInsurance Services, Inc.
Current Report on Form 8-K
(File No. 001-33071)
Amendment No. 2 to Lease, dated December 12, 2017, between SLC Lake
Pointe SPE LLC and eHealthInsurance Services, Inc.
Annual Report on Form 10-K (File
No. 001-33071)
Amendment No. 3 to Lease, dated March 20, 2019, between SLC Lake
Pointe SPE LLC and eHealthInsurance Services, Inc.
Current Report on Form 8-K
(File No. 001-33071)
August 22, 2017
March 19, 2018
March 26, 2019
Amendment No. 4 to Lease, dated November 19, 2019, between SLC Lake
Pointe SPE LLC and eHealthInsurance Services, Inc.
Current Report on Form 8-K
(File No. 001-33071)
November 19, 2019
June 7, 2019
June 7, 2019
June 7, 2019
November 7, 2017
June 14, 2019
June 11, 2014
June 11, 2014
June 11, 2014
June 11, 2014
June 11, 2014
June 11, 2014
March 23, 2015
November 6, 2015
November 6, 2015
June 15, 2020
March 19, 2018
Sublease Agreement, dated June 3, 2019, between Home Point Financial
Corporation and eHealthInsurance Services, Inc.
Office Lease, dated June 3, 2019, between Precedent Lakeside
Acquisitions, LLC and eHealthInsurance Services, Inc.
Consent to Sublease, dated June 3, 2019, between Home Point Financial
Corporation, eHealthInsurance Services, Inc. and Precedent Lakeside
Acquisitions, LLC.
10.21*
Executive Bonus Plan
10.22*
Amended and Restated 2014 Equity Incentive Plan
Current Report on Form 8-K
(File No. 001-33071)
Current Report on Form 8-K
(File No. 001-33071)
Current Report on Form 8-K
(File No. 001-33071)
Quarterly Report on Form 10-Q
(File No. 001-33071)
Current Report on Form 8-K
(File No. 001-33071)
Form of Notice of Stock Option Grant and Stock Option Agreement under
the 2014 Equity Incentive Plan of the Registrant
Registration Statement on
Form S-8 (File No. 333-196675)
Form of Notice of Stock Unit Grant and Stock Unit Agreement under the
2014 Equity Incentive Plan of the Registrant
Registration Statement on
Form S-8 (File No. 333-196675)
Form of Notice of Stock Unit Grant and Stock Unit Agreement (Initial
Director Grant) under the 2014 Equity Incentive Plan of the Registrant
Registration Statement on
Form S-8 (File No. 333-196675)
Form of Notice of Stock Unit Grant and Stock Unit Agreement (Annual
Director Grant) under the 2014 Equity Incentive Plan of the Registrant
Registration Statement on
Form S-8 (File No. 333-196675)
Form of Notice of Stock Option Grant and Stock Option Agreement
(People’s Republic of China) under the 2014 Equity Incentive Plan of the
Registrant
Registration Statement on
Form S-8 (File No. 333-196675)
Form of Notice of Stock Unit Grant and Stock Unit Agreement (People’s
Republic of China) under the 2014 Equity Incentive Plan of the Registrant
Registration Statement on
Form S-8 (File No. 333-196675)
Form of Notice of Stock Unit Grant and Stock Unit Agreement
(Performance-Based Vesting) under the 2014 Equity Incentive Plan of the
Registration
Current Report on Form 8-K
(File No. 001-33071)
Form of Notice of Stock Option Grant and Stock Option Agreement
(Performance-Based Vesting) under the 2014 Equity Incentive Plan of
eHealth, Inc.
Form of Notice of Stock Unit Grant and Stock Unit Agreement
(Performance-Based Vesting) under the 2014 Equity Incentive Plan of
eHealth, Inc.
Quarterly Report on Form 10-Q
(File No. 001-33071)
August 8, 2016
Quarterly Report on Form 10-Q
(File No. 001-33071)
August 8, 2016
Form of Deferral Election Form for Newly Eligible Individual with
Existing Awards
Quarterly Report on Form 10-Q
(File No. 001-33071)
Form of Deferral Election Form for Eligible Individual for Award to be
Granted in the Next Calendar Year
Quarterly Report on Form 10-Q
(File No. 001-33071)
Current Report on Form 8-K (File No.
001-33071)
Annual Report on Form 10-K
(File No. 001-33071)
10.24*
2020 Employee Stock Purchase Plan
21.1
23.1
31.1
31.2
32.1
List of Subsidiaries
† Consent of Independent Registered Public Accounting Firm
† Certification of Scott N. Flanders, Chief Executive Officer of eHealth, Inc.,
pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
† Certification of Derek N. Yung, Chief Financial Officer of eHealth, Inc.,
pursuant to Exchange Act Rule 13a‑14(a) and 15d‑14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
‡ Certification of Scott N. Flanders, Chief Executive Officer of eHealth, Inc.,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
124
32.2
‡ Certification of Derek N. Yung, Chief Financial Officer of eHealth, Inc.,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
101.INS † Inline XBRL Instance Document - The instance document does not appear
in the Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document
101.SCH † Inline XBRL Taxonomy Extension Schema Document
101.CAL † Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF † Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB † Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE † Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
The cover page from the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2020, formatted in Inline XBRL and
contained in Exhibit 101
†
‡
*
Filed herewith.
Furnished herewith.
Indicates a management contract or compensatory plan or arrangement.
125