Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 |
Stockholders' Equity [Abstract] | ' |
Stockholders' Equity | ' |
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Note 3 – Stockholders’ Equity | | | | | | | | | | | |
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Stock Plans—The following table summarizes activity under our 2006 Equity Incentive Plan, 1998 Stock Plan and 2005 Stock Plan (collectively, the “Stock Plans”) (in thousands): |
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| Shares Available for Grant (1) | | | | | | | | | | |
Shares available for grant December 31, 2012 | 3,982 | | | | | | | | | | |
Additional shares authorized (2) | 818 | | | | | | | | | | |
Restricted stock units granted | -564 | | | | | | | | | | |
Options granted | -119 | | | | | | | | | | |
Restricted stock units cancelled | 21 | | | | | | | | | | |
Options cancelled | 72 | | | | | | | | | | |
Shares available for grant September 30, 2013 | 4,210 | | | | | | | | | | |
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-1 | Shares available for grant do not include treasury stock shares that could also become available for grant if we determined to do so. | | | | | | | | | | |
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-2 | On January 1, 2013, the number of shares authorized for issuance under the 2006 Equity Incentive Plan was automatically increased pursuant to the terms of the 2006 Equity Incentive Plan. | | | | | | | | | | |
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The following table summarizes stock option activity under the Stock Plans (in thousands, except per share amounts and weighted average remaining contractual life data): |
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| Number of Stock Options | | Weighted Average Exercise Price | | Weighted-Average Remaining Contractual Life (years) | | Aggregate Intrinsic Value (1) | | |
Balance outstanding at December 31, 2012 | 2,956 | | $ | 13.41 | | 3.91 | | $ | 41,642 | | |
Granted | 119 | | $ | 21.18 | | | | | | | |
Exercised | -834 | | $ | 5.57 | | | | | | | |
Cancelled | -72 | | $ | 18.52 | | | | | | | |
Balance outstanding at September 30, 2013 | 2,169 | | $ | 16.68 | | 4.21 | | $ | 33,784 | | |
Vested and expected to vest at September 30, 2013 | 2,108 | | $ | 16.65 | | 4.17 | | $ | 32,911 | | |
Exercisable at September 30, 2013 | 1,389 | | $ | 16.14 | | 3.48 | | $ | 22,389 | | |
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-1 | The aggregate intrinsic value is calculated as the difference between eHealth’s closing stock price as of December 31, 2012 and September 30, 2013 and the exercise price of in-the-money options as of those dates. | | | | | | | | | | |
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The total grant date fair value of stock options vested during the three and nine months ended September 30, 2012 was $0.5 million and $1.9 million, respectively. The total grant date fair value of stock options vested during the three and nine months ended September 30, 2013 was $0.7 million and $2.6 million, respectively. |
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The following table summarizes restricted stock unit activity, including performance-based restricted stock unit activity, under the Stock Plans (in thousands, except weighted average remaining contractual life data): |
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| Number Outstanding | | Weighted-Average Remaining Contractual Life (years) | | Aggregate Intrinsic Value (1) | | | | | |
Balance outstanding as of December 31, 2012 | 381 | | 2.22 | | $ | 10,464 | | | | | |
Granted | 564 | | | | | | | | | | |
Vested | -172 | | | | | | | | | | |
Cancelled | -21 | | | | | | | | | | |
Balance outstanding as of September 30, 2013 | 752 | | 2.55 | | $ | 24,248 | | | | | |
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-1 | The aggregate intrinsic value is calculated as eHealth’s closing stock price as of December 31, 2012 and September 30, 2013 multiplied by the number of restricted stock units outstanding as of December 31, 2012 and September 30, 2013, respectively. | | | | | | | | | | |
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The fair value of the restricted stock units is based on eHealth’s stock price on the date of grant, and compensation expense related to these awards is recognized on a straight-line basis over the vesting period. The fair value of performance-based restricted stock units is based on eHealth’s stock price on the date of grant, and compensation expense related to these awards is recognized on an accelerated basis over the vesting period. The total grant date fair value of restricted stock units vested during the nine months ended September 30, 2012 was $3.7 million. The total grant date fair value of restricted stock units vested during the three months ended September 30, 2012 was not material. The total grant date fair value of restricted stock units vested during the three and nine months ended September 30, 2013 was $0.2 million and $3.5 million, respectively. |
Stock Repurchase Programs—On September 10, 2012, we announced that our board of directors approved a stock repurchase program authorizing us to purchase up to $30 million of our common stock and on March 6, 2013, we announced that our board of directors increased the approved repurchase amount under this program to $60 million. Purchases under this program were made in the open market and complied with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The cost of the repurchased shares was funded from available working capital. |
For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. |
Stock repurchase activity under our stock repurchase programs during the nine months ended September 30, 2013 is summarized as follows (dollars in thousands, except share and per share amounts): |
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| Total Number of Shares Purchased | | Average Price Paid per Share (2) | | Amount of Repurchase | | | | |
Cumulative balance at December 31, 2012 (1) | 6,397,803 | | $ | 14.22 | | $ | 90,991 | | | | |
Repurchases of common stock | 2,911,466 | | $ | 20.27 | | | 59,007 | | | | |
Cumulative balance at September 30, 2013 (1) | 9,309,269 | | $ | 16.11 | | $ | 149,998 | | | | |
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-1 | Cumulative balances at December 31, 2012 and September 30, 2013 consist of shares repurchased in connection with our stock repurchase program announced on September 10, 2012, as well as previous stock repurchase plans announced in 2011, 2010 and 2008. | | | | | | | | | | |
(2)Average price paid per share includes commissions. |
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In addition to the shares repurchased under our repurchase programs as of September 30, 2013, we have in treasury 209,925 shares that were previously surrendered by employees to satisfy tax withholdings due in connection with the vesting of certain restricted stock units. As of December 31, 2012 and September 30, 2013, we had a total of 6,556,303 shares and 9,519,194 shares, respectively, held in treasury. |
Stock-Based Compensation—The fair value of stock options granted to employees for the three and nine months ended September 30, 2012 and 2013 was estimated using the following weighted average assumptions: |
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2012 | | 2013 | | 2012 | | 2013 |
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Expected term | | 4.6 years | | | 4.3 years | | | 4.7 years | | | 4.3 years |
Expected volatility | | 43.3% | | | 39.8% | | | 44.3% | | | 39.7% |
Expected dividend yield | | 0% | | | 0% | | | 0% | | | 0% |
Risk-free interest rate | | 0.61% | | | 1.13% | | | 0.90% | | | 0.79% |
Weighted-average fair value | $ | 6.46 | | $ | 8.39 | | $ | 6.41 | | $ | 7.02 |
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The following table summarizes stock-based compensation expense recorded during the three and nine months ended September 30, 2012 and 2013 (in thousands): |
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2012 | | 2013 | | 2012 | | 2013 |
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Common stock options | $ | 717 | | $ | 654 | | $ | 2,076 | | $ | 2,103 |
Restricted stock units | | 622 | | | 1,291 | | | 2,250 | | | 3,258 |
Total stock-based compensation expense | $ | 1,339 | | $ | 1,945 | | $ | 4,326 | | $ | 5,361 |
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The following table summarizes stock-based compensation expense by operating function for the three and nine months ended September 30, 2012 and 2013 (in thousands): |
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2012 | | 2013 | | 2012 | | 2013 |
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Marketing and advertising | $ | 330 | | $ | 517 | | $ | 932 | | $ | 1,446 |
Customer care and enrollment | | 90 | | | 92 | | | 243 | | | 261 |
Technology and content | | 233 | | | 425 | | | 783 | | | 1,129 |
General and administrative | | 686 | | | 911 | | | 2,368 | | | 2,525 |
Total stock-based compensation expense | $ | 1,339 | | $ | 1,945 | | $ | 4,326 | | $ | 5,361 |
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