Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 28, 2014 | Jun. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'EHTH | ' | ' |
Entity Registrant Name | 'eHealth, Inc. | ' | ' |
Entity Central Index Key | '0001333493 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $152,865,249 |
Entity Common Stock, Shares Outstanding | ' | 18,875,297 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $107,055 | $140,849 |
Accounts receivable | 4,586 | 4,468 |
Deferred income taxes | 4,459 | 4,098 |
Prepaid expenses and other current assets | 8,364 | 6,643 |
Total current assets | 124,464 | 156,058 |
Property and equipment, net | 10,283 | 6,185 |
Deferred income taxes | 4,569 | 2,928 |
Other assets | 5,518 | 8,123 |
Intangible assets, net | 7,496 | 8,911 |
Goodwill | 14,096 | 14,096 |
Total assets | 166,426 | 196,301 |
Current Liabilities: | ' | ' |
Accounts payable | 4,381 | 6,123 |
Accrued compensation and benefits | 10,291 | 8,244 |
Accrued marketing expenses | 8,227 | 3,941 |
Deferred revenue | 1,784 | 926 |
Other current liabilities | 2,561 | 1,575 |
Total current liabilities | 27,244 | 20,809 |
Non-current liabilities | 6,165 | 4,625 |
Commitments and contingencies (see Note 7) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock | ' | ' |
Common stock | 28 | 27 |
Additional paid-in capital | 252,361 | 232,903 |
Treasury stock, at cost | -149,998 | -90,991 |
Retained earnings | 30,466 | 28,743 |
Accumulated other comprehensive income | 160 | 185 |
Total stockholders' equity | 133,017 | 170,867 |
Total liabilities and stockholders' equity | $166,426 | $196,301 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Balance Sheets [Abstract] | ' | ' | ' |
Preferred stock, par value per share | $0.00 | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | 0 | 0 |
Preferred stock, shares outstanding | ' | 0 | 0 |
Common stock, par value per share | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 28,300,048 | 27,006,144 | ' |
Treasury stock shares | 9,519,286 | 6,556,303 | ' |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue: | ' | ' | ' |
Commission | $153,383 | $130,663 | $120,321 |
Other | 25,797 | 24,810 | 31,327 |
Total revenue | 179,180 | 155,473 | 151,648 |
Operating costs and expenses: | ' | ' | ' |
Cost of revenue | 5,461 | 4,783 | 8,340 |
Marketing and advertising | 71,660 | 57,789 | 56,877 |
Customer care and enrollment | 35,099 | 30,282 | 22,898 |
Technology and content | 32,579 | 21,406 | 21,657 |
General and administrative | 29,235 | 26,169 | 26,593 |
Amortization of intangible assets | 1,414 | 1,615 | 2,046 |
Total operating costs and expenses | 175,448 | 142,044 | 138,411 |
Income from operations | 3,732 | 13,429 | 13,237 |
Other income (expense), net | -92 | 23 | -53 |
Income before provision for income taxes | 3,640 | 13,452 | 13,184 |
Provision for income taxes | 1,917 | 6,370 | 6,460 |
Net income | 1,723 | 7,082 | 6,724 |
Foreign currency translation adjustment | -25 | 5 | -25 |
Comprehensive income | $1,698 | $7,087 | $6,699 |
Net income per share: | ' | ' | ' |
Basic | $0.09 | $0.36 | $0.32 |
Diluted | $0.09 | $0.34 | $0.31 |
Weighted-average number of shares used in per share amounts: | ' | ' | ' |
Weighted Average Number of Shares Outstanding, Basic | 19,145 | 19,867 | 20,947 |
Diluted | 19,846 | 20,753 | 21,703 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income [Member] | Total |
In Thousands | ||||||
Balance at Dec. 31, 2010 | $26 | $203,231 | ($56,202) | $14,937 | $205 | $162,197 |
Balance, shares at Dec. 31, 2010 | 25,531 | ' | -3,956 | ' | ' | ' |
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards, value | ' | 347 | ' | ' | ' | 347 |
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards, shares | 246 | ' | ' | ' | ' | 106 |
Stock-based compensation expense | ' | 7,096 | ' | ' | ' | 7,096 |
Excess tax benefits from stock-based compensation | ' | 4,690 | ' | ' | ' | 4,690 |
Foreign currency translation adjustment, net | ' | ' | ' | ' | -25 | -25 |
Common stock repurchased | ' | ' | -25,355 | ' | ' | -25,355 |
Repurchases of common stock, shares | ' | ' | -1,938 | ' | ' | ' |
Net income | ' | ' | ' | 6,724 | ' | 6,724 |
Balance at Dec. 31, 2011 | 26 | 215,364 | -81,557 | 21,661 | 180 | 155,674 |
Balance, shares at Dec. 31, 2011 | 25,777 | ' | -5,894 | ' | ' | ' |
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards, value | 1 | 7,451 | ' | ' | ' | 7,452 |
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards, shares | 1,229 | ' | -62 | ' | ' | 993 |
Stock-based compensation expense | ' | 5,622 | ' | ' | ' | 5,622 |
Excess tax benefits from stock-based compensation | ' | 4,466 | ' | ' | ' | 4,466 |
Foreign currency translation adjustment, net | ' | ' | ' | ' | 5 | 5 |
Common stock repurchased | ' | ' | -9,434 | ' | ' | -9,434 |
Repurchases of common stock, shares | ' | ' | -600 | ' | ' | ' |
Net income | ' | ' | ' | 7,082 | ' | 7,082 |
Balance at Dec. 31, 2012 | 27 | 232,903 | -90,991 | 28,743 | 185 | 170,867 |
Balance, shares at Dec. 31, 2012 | 27,006 | ' | -6,556 | ' | ' | ' |
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards, value | 1 | 8,273 | ' | ' | ' | 8,274 |
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards, shares | 1,294 | ' | -52 | ' | ' | 1,121 |
Stock-based compensation expense | ' | 7,802 | ' | ' | ' | 7,802 |
Excess tax benefits from stock-based compensation | ' | 3,383 | ' | ' | ' | 3,383 |
Foreign currency translation adjustment, net | ' | ' | ' | ' | -25 | -25 |
Common stock repurchased | ' | ' | -59,007 | ' | ' | -59,007 |
Repurchases of common stock, shares | ' | ' | -2,911 | ' | ' | ' |
Net income | ' | ' | ' | 1,723 | ' | 1,723 |
Balance at Dec. 31, 2013 | $28 | $252,361 | ($149,998) | $30,466 | $160 | $133,017 |
Balance, shares at Dec. 31, 2013 | 28,300 | ' | -9,519 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating activities | ' | ' | ' |
Net income | $1,723 | $7,082 | $6,724 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Deferred income taxes | -1,368 | 1,071 | 914 |
Depreciation and amortization | 3,266 | 2,411 | 2,358 |
Amortization of book-of-business consideration | 3,147 | 2,724 | 843 |
Amortization of intangible assets | 1,414 | 1,615 | 2,046 |
Stock-based compensation expense | 7,802 | 5,622 | 7,096 |
Deferred rent | 927 | 176 | 35 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | -118 | 3,587 | 3,383 |
Prepaid expenses and other assets | -2,257 | -1,097 | 1,769 |
Accounts payable | -1,742 | 3,732 | -1,948 |
Accrued compensation and benefits | 2,026 | 336 | 363 |
Accrued marketing expenses | 4,285 | -2,254 | 2,551 |
Deferred revenue | 885 | 979 | -2,471 |
Other current liabilities | 957 | -1,093 | -1,122 |
Net cash provided by operating activities | 20,947 | 24,891 | 22,541 |
Investing activities | ' | ' | ' |
Purchases of property and equipment | -7,326 | -3,853 | -2,407 |
Consideration paid in connection with book-of-business transfers | ' | -6,243 | -4,190 |
Net cash used in investing activities | -7,326 | -10,096 | -6,597 |
Financing activities | ' | ' | ' |
Net proceeds from exercise of common stock options | 9,217 | 8,445 | 899 |
Cash used to net-share settle equity awards | -943 | -994 | -552 |
Excess tax benefits from stock-based compensation | 3,383 | 4,466 | 4,690 |
Repurchases of common stock | -59,007 | -9,434 | -25,355 |
Principal payments in connection with capital leases | -53 | -43 | -63 |
Net cash (used in) provided by financing activities | -47,403 | 2,440 | -20,381 |
Effect of exchange rate changes on cash and cash equivalents | -12 | 7 | -30 |
Net increase (decrease) in cash and cash equivalents | -33,794 | 17,242 | -4,467 |
Cash and cash equivalents at beginning of period | 140,849 | 123,607 | 128,074 |
Cash and cash equivalents at end of period | 107,055 | 140,849 | 123,607 |
Supplemetal disclosure on non-cash activities | ' | ' | ' |
Non-cash consideration paid for book-of-business transfers | ' | 53 | 902 |
Capital lease obligations incurred | 30 | 135 | 71 |
Supplemental disclosure of cash flows | ' | ' | ' |
Cash paid for interest | 21 | 23 | 16 |
Cash paid for income taxes, net of refunds | $53 | $1,879 | $1,718 |
Summary_of_Business_and_Signif
Summary of Business and Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2013 | |||
Summary Of Business And Significant Accounting Policies [Abstract] | ' | ||
Summary Of Business And Significant Accounting Policies | ' | ||
Note 1 – Summary of Business and Significant Accounting Policies | |||
Description of Business—eHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is the leading online source of health insurance for individuals, families and small businesses in the United States. Through our website addresses (www.eHealth.com, www.eHealthInsurance.com, www.eHealthMedicare.com and www.PlanPrescriber.com), consumers can get quotes from leading health insurance carriers, compare plans side-by-side, and apply for and purchase individual and family, Medicare-related, 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. As a result, we simplify and streamline the complex and traditionally paper-intensive health insurance sales and purchasing process. We are licensed to market and sell health insurance in all 50 states and the District of Columbia. | |||
Principles of Consolidation—The consolidated financial statements include the accounts of eHealth, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). | |||
Operating Segment—We operate in one business segment. See Note 8 – Operating Segments, Geographic Information and Significant Customers for additional information regarding our business segment. | |||
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, fair value of our Medicare books-of-business, recoverability of intangible assets, estimates for commission forfeitures, valuation allowance for deferred income taxes, provision for income taxes, our assessment whether internal use software and website development costs will result in additional functionality 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 three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents are stated at fair value. | |||
Property and Equipment—Property and equipment are stated at cost, less accumulated depreciation and amortization. Capital lease amortization expenses are included in depreciation expense in our consolidated statements of comprehensive income. Depreciation and amortization is computed using the straight-line method based on estimated useful lives as follows: | |||
Computer equipment and software | 3 to 5 years | ||
Office equipment and furniture | 5 years | ||
Leasehold improvements | Lesser of useful life (typically 5 to 10 years) or related lease term | ||
Maintenance and minor replacements are expensed as incurred. | |||
See Note 2 – Balance Sheet Accounts for additional information regarding our property and equipment. | |||
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 acquisition. We do not amortize goodwill but test for impairment on an annual basis on or about November 30 of each year and whenever events or changes in circumstances indicate a reduction in its fair value below its carrying amount. | |||
Intangible assets with finite useful lives, which include purchased technology, pharmacy and customer relationships, trade names, certain trademarks and website addresses, are amortized over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate a reduction in their fair values below their respective carrying amounts. | |||
Factors that we consider in deciding when to perform an impairment review include significant negative industry or economic trends or significant changes or planned changes in our use of the intangible assets. We measure the recoverability of assets that will continue to be used in our operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows. If an asset grouping’s carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. The impairment is measured by comparing the difference between the asset grouping’s carrying value and its fair value. Fair value is the price that would be received from selling an asset in an orderly transaction between market participants at the measurement date. | |||
Goodwill and intangible assets are considered non-financial assets, and are recorded at fair value, subsequent to initial recognition, only when 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 in the fourth quarter of 2013 and determined no adjustments to the remaining lives were required. | |||
Book-of-Business Transfers—We have entered into several agreements with a broker partner, whereby the partner has transferred certain of its existing Medicare plan members to us as the broker of record on the underlying policies. The first of these book-of-business transfers occurred in November 2010 and the most recent in June 2012. Total consideration for these books-of-business amounted to $13.9 million, of which $6.3 million is related to transfers during 2012. Consideration for these books-of-business is included in Prepaid Expenses and Other Current Assets and in Other Assets in the accompanying consolidated balance sheets. The consideration, which was based on the discounted commissions expected to be received over the remaining life of each transferred Medicare plan member, is being amortized to Cost of Revenue in the consolidated statements of comprehensive income and is presented as Amortization of Book-of-Business Consideration in the consolidated statements of cash flows as we recognize commission revenue related to the transferred Medicare plan members, over a period of up to five years. The amount of consideration we amortize to cost of revenue each quarter is proportional to the amount of commission revenue we recognize on the underlying policies each quarter. Amortization expense recorded to cost of revenue for these books-of-business for the years ended December 31, 2011, 2012 and 2013 totaled $0.8 million, $2.7 million and $3.1 million, respectively. Cash consideration paid in connection with the book-of-business transfers is presented under Investing activities in the consolidated statements of cash flows. In 2011 and 2012, we offset a portion of the total consideration against outstanding accounts receivable from the partner. | |||
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 | |||
We recognize revenue for our services when each of the following four criteria is met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the seller’s price to the buyer is fixed or determinable; and collectability is reasonably assured. Our revenue is primarily comprised of compensation paid to us by health insurance carriers related to insurance policies that have been purchased by a member who used our service. We define a member as an individual currently covered by an insurance plan, including individual and family, Medicare-related, small business and ancillary plans, for which we are entitled to receive compensation from an insurance carrier. | |||
Commission Revenue—For individual and family, Medicare Supplement, small business and ancillary plans, our compensation generally represents 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 policy (commissions) and, to a much lesser extent, override commissions that health insurance carriers pay us for achieving certain objectives. 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 policy is cancelled or we otherwise do not remain the agent on the policy. We recognize commission revenue for individual and family, Medicare Supplement, small business and ancillary plans as the commissions are reported to us by the carrier, net of an estimate for future forfeiture amounts due to policy cancellations. We determine that there is persuasive evidence of an arrangement when we have a commission agreement with a health insurance carrier, a carrier reports to us that it has approved an application submitted through our ecommerce platform and the applicant starts making payments on the policy. Our services are complete when a carrier has approved an application. The seller’s price is fixed or determinable and collectability is reasonably assured when commission amounts have been reported to us by a carrier. | |||
We recognize individual and family, small business and ancillary commission override revenue when reported to us by a carrier based on the actual attainment of predetermined target sales levels or other objectives as determined by the carrier. Commission override revenue, which we recognize on the same basis as individual and family, small business and ancillary commissions, is generally reported to us in a more irregular pattern than such commissions. | |||
For both Medicare Advantage and Medicare Part D prescription drug plans, we receive a fixed, annual commission payment from insurance carriers once the policy is approved by the carrier and either a fixed, monthly commission payment beginning with and subsequent to the second policy year for a Medicare Advantage policy or a fixed, annual commission payment beginning with and subsequent to the second policy year for a Medicare Part D prescription drug policy. We recognize commission revenue for both Medicare Advantage and Medicare Part D prescription drug plans for the entire policy year once the annual or first monthly commission amount for the policy year is reported to us by the carrier, net of an estimate for future forfeiture amounts due to policy cancellations. For commissions paid to us on a monthly basis, we record a receivable for the commission amounts to be received over the remainder of the policy year, net of an estimate for commission amounts not expected to be collected due to policy cancellations, which is included in Accounts Receivable in the accompanying balance sheets. We continue to receive the commission payments from the relevant insurance carrier until the earlier of our being notified that the health insurance policy has been cancelled, our no longer remaining the agent on the policy, or when our commission term with the carrier expires, typically six years from the effective date of the policy, or longer depending on the carrier arrangement. We determine that there is persuasive evidence of an arrangement when we have a commission agreement with a health insurance carrier. Our services are complete when a carrier has approved an application in the initial year and when a member has renewed in a renewal year. The seller’s price is fixed or determinable and collectability is reasonably assured when a carrier has approved an application and the carrier reports to us the annual or first monthly renewal commission amount for each policy year. | |||
Commissions for all health insurance plans we sell are reported to us by a cash payment and commission statement. We generally receive these communications simultaneously. In instances when we receive the cash payment and commission statement separately and in different accounting periods, we recognize revenue in the period that we receive the earliest communication, provided we receive the second corroborating communication shortly following the end of the accounting period. If the second corroborating communication is not received shortly following the end of the accounting period, we recognize revenue in the period the second communication is received. We use the data in the commission statements to help identify the members for which we are receiving a commission payment and the amount received for each member, and to estimate future forfeiture amounts due to policy cancellations. As a result, we recognize the net amount of compensation earned as the agent in the transaction. | |||
Certain commission amounts are subject to forfeiture when the policy is subsequently cancelled and either the carrier takes back all or a portion of the commission they have paid to us or we will no longer receive monthly commission payments for the remainder of the policy year. We record an estimate for these forfeitures based on our historical cancellation experience using data provided on commission statements. Policy cancellations and the commission amounts, if any, to be taken back by the carrier are typically reported to us by health insurance carriers several months after the policy’s cancellation date. Our estimate for forfeitures payable to a carrier, which is included in Other Current Liabilities in the accompanying balance sheets, includes an estimate of both the reporting time lag and the forfeiture amount, based on our historical experience by policy type. Similarly, our estimate for commission amounts not expected to be collected due to policy cancellations, which is recorded as a reduction of Accounts Receivable in the accompanying balance sheets, includes an estimate of the annual policy cancellation rate, based on our historical experience by policy type. | |||
Other Revenue | |||
Online 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 monthly fee, which is recognized over the period that advertising is displayed, and often a performance fee based on metrics such as submitted health insurance applications. We also offer Medicare sponsorship 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 over the service period. | |||
Technology Licensing Revenue—Our 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 (generally the initial term of the agreement), commencing once the technology is available for use by the third party, and a performance fee based on metrics such as submitted health insurance applications. The metrics used to calculate performance fees for both sponsorship and advertising and technology licensing are based on performance criteria that are either measured based on data tracked by us, or based on data tracked by the third party. In instances where the performance criteria data is tracked by us, we recognize revenue in the period of performance. In instances where the performance criteria data is tracked by the third party, we recognize revenue when the amounts earned are both fixed and determinable and collection is reasonably assured. Typically, this occurs through our receipt of a cash payment from the third party along with a detailed statement containing the data that is tracked by the third party. | |||
Medicare Lead Referral Revenue—The Medicare-related revenue we have generated includes referral fees paid to us based on Medicare leads generated by our online platforms that are delivered and sold to third parties. We sell our leads to a limited number of purchasers, and the majority of our lead referral revenue is generated during the Medicare annual enrollment period, which occurs during the fourth quarter of the calendar year. We recognize lead referral revenue when persuasive evidence of an arrangement exists, delivery of a lead has occurred, the fee is fixed or determinable and collectability is reasonably assured. Delivery is deemed to have occurred at the time a lead is delivered to the customer. During the second quarter of 2012 we transitioned away from selling Medicare leads and began servicing the majority of Medicare leads we generate as a health insurance agent. | |||
Multiple-element Arrangements—We allocate revenue to all units of accounting within an arrangement with multiple deliverables at the inception of the arrangement using the relative selling price method. The relative selling price method allocates any discount in an arrangement proportionally to each deliverable on the basis of each deliverable’s relative selling price. The relative selling price established for each deliverable is based on vendor-specific objective evidence of fair value (“VSOE”) if available, third-party evidence of selling price if VSOE is not available, or best estimate of selling price if neither VSOE nor third-party evidence is available. When used, the best estimate of selling price reflects our best estimates of what the selling prices of certain deliverables would be if they were sold regularly on a stand-alone basis. Our process for determining best estimate of selling price for deliverables without VSOE or third-party evidence of selling price considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors considered by us in developing the relative selling prices for our technology licensing fees include prices charged by us for similar offerings and our historical pricing practices. We may also consider additional factors as appropriate, including competition. | |||
A deliverable constitutes a separate unit of accounting when it has stand-alone value and there are no customer-negotiated right of refunds for the delivered elements. If the arrangement includes a customer-negotiated right of refund relative to the delivered item, and the delivery and performance of the undelivered item is considered probable and substantially in our control, the delivered element constitutes a separate unit of accounting. In circumstances when the aforementioned criteria are not met, the deliverable is combined with the undelivered elements, and the allocation of the arrangement consideration and revenue recognition is determined for the combined unit as a single unit. Allocation of the consideration is determined at the inception of the arrangement on the basis of each unit’s relative selling price. After the arrangement consideration has been allocated to each unit of accounting based on their relative selling prices, we apply revenue recognition criteria separately to each respective unit of accounting in the arrangement in accordance with applicable accounting guidance. | |||
Deferred Revenue—Deferred revenue includes deferred technology licensing implementation fees and amounts billed for deliverables, including professional services, in multiple element arrangements that do not have stand-alone value from other, undelivered elements as well as amounts billed or collected from sponsorship or technology licensing customers in advance of our performing our service for such customers. It also includes the amount by which both unbilled and billed services provided under our technology licensing arrangements exceed the straight-line revenue recognized to date. We defer commission amounts that have been paid to us related to transactions where our services are complete, but where we cannot currently estimate future forfeitures related to those amounts. | |||
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. | |||
In 2011, cost of revenue also included a significant amount of direct labor and other direct costs incurred in connection with a contract with the federal government, the term of which expired in January 2012. | |||
Additionally, cost of revenue includes the amortization of consideration we paid to a broker partner in connection with the transfer of their Medicare-related health insurance members to us as the new broker of record on the underlying policies. | |||
Deferred Costs—Deferred costs primarily represent direct costs related to professional services provided in connection with technology licensing arrangements that are accounted for as a single unit of accounting. The direct professional services costs are deferred up until the commencement of revenue recognition of the single unit and then recognized as cost of revenue ratably over the same period as the related revenue. | |||
Marketing and Advertising Expenses—Marketing and advertising expenses consist primarily of member acquisition expenses associated with our direct, marketing partner and online advertising member acquisition channels, in addition to compensation and other expenses related to marketing, business development, partner management, public relations and carrier relations personnel who support our offerings. Advertising costs incurred in the years ended December 31, 2011, 2012 and 2013 totaled $49.2 million, $50.3 million and $63.4 million, respectively. | |||
Our direct channel expenses primarily consist of costs for e-mail marketing and may also include costs for television advertising, radio advertising, print advertising and direct mail marketing. 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. 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 enhancements to the functionality of our website. Research and development costs, which totaled $7.3 million, $8.4 million and $10.1 million for the years ended December 31, 2011, 2012 and 2013, 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; however, we usually expense as incurred website development costs for new features and functionalities because it is not probable that they will result in additional functionality until they are both developed and tested with confirmation that they are more effective than the current set of features and functionalities on our website. Our judgment is required in determining the point at which various projects enter the phases at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally three years. To the extent that we change the manner in which we develop and test new features and functionalities related to our website, assess the ongoing value of capitalized assets or determine the estimated useful lives over which the costs are amortized, the amount of website development costs we capitalize and amortize in future periods would be impacted. During the year ended December 31, 2013, we capitalized $0.2 million in website development costs. | |||
Stock-Based Compensation—We recognize stock-based compensation expense in the accompanying consolidated statements of comprehensive income based on the fair value of our stock-based awards over their respective vesting periods, which is generally four years. The estimated grant date fair value of our stock options is determined using the Black-Scholes-Merton pricing model and a single option award approach. The weighted-average expected term for stock options granted is calculated using historical option exercise behavior. The dividend yield is determined by dividing the expected per share dividend during the coming year by the grant date stock price. Through December 31, 2013, we had not declared or paid any cash dividends, and we do not expect to pay any in the foreseeable future. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of our stock options. The estimated attainment of performance-based awards and related expense is based on the expectations of revenue target achievement. The assumptions used in calculating the fair value of stock-based payment 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 volatility related to our own stock-based awards on a prospective basis, and incorporating these factors into the model. Changes in key assumptions could significantly impact the valuation of such instruments. | |||
401(k) Plan—In September 1998, our board of directors adopted a defined contribution retirement plan (401(k) Plan), which qualifies under Section 401(k) of the Internal Revenue Code of 1986. Participation in the 401(k) Plan is available to substantially all employees in the United States. Employees can contribute up to 25% of their salary, up to the federal maximum allowable limit, on a before-tax basis to the 401(k) Plan. Employee contributions are fully vested when contributed. Company contributions to the 401(k) Plan are discretionary and are expensed when incurred. In April 2006, we began matching employee contributions to our 401(k) Plan at 25% of an employee’s contribution each pay period, up to a maximum of 1% of the employee’s salary during such pay period. Our matching contributions are expensed as incurred and vest one-third for each of the first three years of the recipient’s service. The recipient is fully vested in all 401(k) Plan matching contributions after three years of service. | |||
Income Taxes—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 consider stock option deduction benefits in excess of book compensation charges realized when we obtain an incremental benefit determined by the “With and Without” calculation method. Under the “With and Without” approach, excess tax benefits related to share-based payments are not deemed to be realized until after the utilization of all other tax benefits available to us. For example, net operating loss and tax credit carry forwards from prior years are used to reduce taxes currently payable prior to deductions from stock option exercises for purposes of financial reporting, while for tax return purposes, current year stock compensation deductions are generally used before net operating loss carry forwards. Indirect effects of excess tax benefits, such as the effect on research and development tax credits, are not considered. | |||
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— In years prior to 2013, the number of individual and family health insurance applications submitted through our ecommerce platform generally increased in our first quarter compared to our fourth quarter and in our third quarter compared to our second quarter. This trend changed in the fourth quarter of 2013 as a result of an increase in the number of individual and family applications submitted during the initial open enrollment period under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act, which began on October 1, 2013 and is scheduled to run through March 31, 2014. The number of submitted individual and family plan applications increased, relative to historical levels, during the fourth quarter of 2013. | |||
The majority of Medicare 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, we generate a significant amount of Medicare plan-related revenue in the fourth quarter of the year resulting from the sale of new Medicare plans. Additionally, we recognize a majority of our renewal Medicare Advantage and Medicare Part D prescription drug plan commission revenue in the first quarter of each year as the majority of policies sold during the annual enrollment period typically renew on January 1 of each year. | |||
Since a significant portion of our marketing and advertising expenses are driven by the number of health insurance applications submitted on our ecommerce platform, those expenses are influenced by seasonal submitted application patterns. As a result, in years prior to 2013 marketing and advertising expenses related to individual and family health insurance plans have been highest in our first and third quarters, while marketing and advertising expenses related to Medicare-related plans have been highest in our third and fourth quarters. However, the historical trend of marketing and advertising expenses related to individual and family health insurance plans was impacted by the initial open enrollment period for individual and family plans that began in October 2013. These expenses increased in the fourth quarter of 2013 relative to historical levels, consistent with the increase in submitted applications. | |||
Additionally, in preparation for the Medicare annual enrollment period, and to a lesser extent the initial open enrollment period for individual and family plans, we begin ramping up our customer care center staff during our second and third quarters to handle increased volume of health insurance transactions during the fourth quarter. Accordingly, our customer care center staffing costs are significantly higher in our third and fourth quarters compared to our first and second quarters. | |||
Based on these seasonal trends, historically our revenue is highest in the fourth quarter of the year and our profitability is relatively higher in the first and fourth quarters and substantially lower in the third quarter of the year. The future impact of annual open enrollment periods for individual and family health insurance on our submitted applications and marketing and advertising expenses is unclear. | |||
Recent Accounting Pronouncements—Effective January 1, 2013, we adopted an accounting standards update with new guidance on the presentation of reclassifications from accumulated other comprehensive income to net income. This standard requires an entity to present reclassifications from accumulated other comprehensive income to net income either on the face of the consolidated financial statements or in the notes to the consolidated financial statements. In the year ended December 31, 2013 we did not have any reclassifications from accumulated other comprehensive income to net income. | |||
In March 2013, the Financial Accounting Standards Board ("FASB") issued an accounting standards update providing guidance with respect to the release of cumulative translation adjustments into net income when a parent sells either a part or all of its investment in a foreign entity. The update also requires the release of cumulative translation adjustments when a company no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, and provides guidance for the acquisition in stages of a controlling interest in a foreign entity. The standards update is effective for fiscal years beginning after December 15, 2013, with early adoption permitted. We do not believe the adoption of this standards update will have a material impact on our consolidated financial statements. | |||
Balance_Sheet_Accounts
Balance Sheet Accounts | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Balance Sheet Accounts [Abstract] | ' | |||||||||||||||||||
Balance Sheet Accounts | ' | |||||||||||||||||||
Note 2 – Balance Sheet Accounts | ||||||||||||||||||||
Cash and Cash Equivalents—As of December 31, 2012 and 2013, our cash equivalents consisted of money market accounts that invested in U.S. government-sponsored enterprise bonds and discount notes, U.S. government treasury bills and notes and repurchase agreements collateralized by U.S. government obligations. At December 31, 2012 and 2013, our cash equivalents carried no unrealized gains or losses and we did not realize any significant gains or losses on sales of cash equivalents during the years ended December 31, 2011, 2012 and 2013. | ||||||||||||||||||||
As of December 31, 2012 and 2013, our cash and cash equivalent balances were invested as follows (in thousands): | ||||||||||||||||||||
31-Dec-12 | 31-Dec-13 | |||||||||||||||||||
Cash | $ | 27,484 | $ | 16,935 | ||||||||||||||||
Money market funds | 113,365 | 90,120 | ||||||||||||||||||
Total cash and cash equivalents | $ | 140,849 | $ | 107,055 | ||||||||||||||||
We used observable prices in active markets in determining the classification of our money market funds as Level 1 as of December 31, 2012 and 2013. | ||||||||||||||||||||
Concentration of Credit Risk—Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents and accounts receivable. We invest our cash and cash equivalents with major banks and financial institutions and, at times, such investments are in excess of federally insured limits. We also have deposits with major banks in China that are denominated in both U.S. dollars and Chinese Renminbi and are not insured by the U.S. federal government. | ||||||||||||||||||||
Accounts Receivable—We do not require collateral or other security for our accounts receivable. As of December 31, 2012, four customers represented 25%, 22%, 14% and 11%, respectively, for a combined total of 72% of our $4.5 million outstanding accounts receivable balance. As of December 31, 2013, two customers represented 37% and 15%, respectively, for a combined total of 52% of our $4.6 million outstanding accounts receivable balance. No other customers represented 10% or more of our total accounts receivable at December 31, 2012 and December 31, 2013. We believe the potential for collection issues with any of our customers was minimal as of December 31, 2013. Accordingly, our estimate for uncollectible amounts at December 31, 2013 was not material. | ||||||||||||||||||||
As of December 31, 2012 and 2013, our accounts receivable consisted of the following (in thousands): | ||||||||||||||||||||
31-Dec-12 | 31-Dec-13 | |||||||||||||||||||
Accounts receivable – for other revenues | $ | 3,319 | $ | 2,322 | ||||||||||||||||
Commissions receivable | 1,149 | 2,264 | ||||||||||||||||||
Total accounts receivable | $ | 4,468 | $ | 4,586 | ||||||||||||||||
Prepaid Expenses and Other Current Assets—Prepaid expenses and other current assets consisted of the following (in thousands): | ||||||||||||||||||||
As of December 31, | ||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||
Book-of-business transfers, net (current) | $ | 3,219 | $ | 2,937 | ||||||||||||||||
Income tax receivable | 1,133 | 1,405 | ||||||||||||||||||
Prepaid maintenance contracts (current) | 1,027 | 1,794 | ||||||||||||||||||
Prepaid insurance | 404 | 534 | ||||||||||||||||||
Prepaid rent | 269 | 364 | ||||||||||||||||||
Other assets (current) | 591 | 1,330 | ||||||||||||||||||
Prepaid expenses and other current assets | $ | 6,643 | $ | 8,364 | ||||||||||||||||
Property and Equipment—Property and equipment consisted of the following (in thousands): | ||||||||||||||||||||
As of December 31, | ||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||
Computer equipment and software | $ | 13,393 | $ | 14,929 | ||||||||||||||||
Office equipment and furniture | 2,272 | 3,087 | ||||||||||||||||||
Leasehold improvements | 1,084 | 3,279 | ||||||||||||||||||
Property and equipment, gross | 16,749 | 21,295 | ||||||||||||||||||
Less accumulated depreciation and amortization | -10,564 | -11,012 | ||||||||||||||||||
Property and equipment, net | $ | 6,185 | $ | 10,283 | ||||||||||||||||
Depreciation and amortization expense related to property and equipment totaled $2.4 million, $2.4 million and $3.3 million in the years ended December 31, 2011, 2012 and 2013, respectively. | ||||||||||||||||||||
Other Assets—Other assets consisted of the following (in thousands): | ||||||||||||||||||||
Non- | ||||||||||||||||||||
As of December 31, | ||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||
Book-of-business transfers, net (non-current) | $ | 7,313 | $ | 4,447 | ||||||||||||||||
Security deposits | 506 | 466 | ||||||||||||||||||
Capitalized project costs | 153 | 280 | ||||||||||||||||||
Prepaid maintenance contracts (non-current) | 151 | 325 | ||||||||||||||||||
Other assets | $ | 8,123 | $ | 5,518 | ||||||||||||||||
Intangible Assets—As a result of the streamlining of a legacy software product, we assessed intangible assets for impairment in the fourth quarter of 2011 and recorded an impairment charge of $0.3 million related to certain acquired intangible assets. The impairment charge is included in Amortization of Intangible Assets on the consolidated statements of comprehensive income and reduced the intangible assets, net carrying balance on the consolidated balance sheets. | ||||||||||||||||||||
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 non-amortizable intangible trademarks, are presented in the tables below for (dollars in thousands, weighted-average useful life is as of December 31, 2013): | ||||||||||||||||||||
31-Dec-12 | 31-Dec-13 | Weighted Average Useful Life | ||||||||||||||||||
Gross Carrying Amount | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | 31-Dec-13 | |||||||||||||||
Accumulated Amortization | ||||||||||||||||||||
Technology | $ | 1,752 | $ | -933 | $ | 819 | $ | 1,752 | $ | -1,277 | $ | 475 | 1.4 years | |||||||
Pharmacy and customer relationships | 10,410 | -3,287 | 7,123 | 10,410 | -4,267 | 6,143 | 6.3 years | |||||||||||||
Trade names, trademarks and website addresses | 907 | -245 | 662 | 907 | -336 | 571 | 6.3 years | |||||||||||||
Total intangible | $ | 13,069 | $ | -4,465 | 8,604 | $ | 13,069 | $ | -5,880 | 7,189 | ||||||||||
assets subject | ||||||||||||||||||||
to amortization | ||||||||||||||||||||
Indefinite-lived trademarks | 307 | 307 | Indefinite | |||||||||||||||||
$ | 8,911 | $ | 7,496 | |||||||||||||||||
Intangible | ||||||||||||||||||||
assets | ||||||||||||||||||||
During the years ended December 31, 2011, 2012 and 2013, amortization expense related to intangible assets totaled $2.0 million, $1.6 million and $1.4 million, respectively. Amortization expense for the year ended December 31, 2011 includes an impairment charge of $0.3 million related to certain acquired intangible assets. | ||||||||||||||||||||
As of December 31, 2013, expected amortization expense in future periods is as follows (in thousands): | ||||||||||||||||||||
Years Ending December 31, | Technology | Pharmacy and Customer Relationships | Trade Names, Trademarks and Website Addresses | Total | ||||||||||||||||
2014 | 345 | 979 | 91 | 1,415 | ||||||||||||||||
2015 | 118 | 979 | 91 | 1,188 | ||||||||||||||||
2016 | 5 | 979 | 91 | 1,075 | ||||||||||||||||
2017 | 5 | 979 | 91 | 1,075 | ||||||||||||||||
2018 | 2 | 959 | 91 | 1,052 | ||||||||||||||||
Thereafter | - | 1,268 | 116 | 1,384 | ||||||||||||||||
Total | $ | 475 | $ | 6,143 | $ | 571 | $ | 7,189 | ||||||||||||
Other Current Liabilities—Other current liabilities consisted of the following (in thousands): | ||||||||||||||||||||
As of December 31, | ||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||
Payable to carriers – estimate for forfeitures | $ | 1,245 | $ | 1,860 | ||||||||||||||||
Professional fees | 154 | 380 | ||||||||||||||||||
Other accrued expenses | 176 | 321 | ||||||||||||||||||
Total other current liabilities | $ | 1,575 | $ | 2,561 | ||||||||||||||||
Non-current Liabilities—Non-current liabilities consisted of the following (in thousands): | ||||||||||||||||||||
As of December 31, | ||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||
Deferred rent – non-current | $ | 301 | $ | 1,210 | ||||||||||||||||
Income tax payable – non-current | 3,860 | 4,493 | ||||||||||||||||||
Other non-current liabilities | 464 | 462 | ||||||||||||||||||
Total non-current liabilities | $ | 4,625 | $ | 6,165 | ||||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||
Dec. 31, 2013 | |||
Fair Value Measurements [Abstract] | ' | ||
Fair Value Measurements | ' | ||
Note 3 – 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, or | ||
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or | |||
Inputs other than quoted prices that are observable for the asset or liability | |||
Level 3 | Unobservable inputs for the asset or liability | ||
As of December 31, 2012 and 2013, our cash equivalents were invested in money market funds and were classified as Level 1. We endeavor to utilize the best available information in measuring fair value. We used observable prices in active markets in determining the classification of our money market funds as Level 1. | |||
The determination of fair value of the acquired book-of-business for which a $0.4 million impairment charge was recorded during 2012 was classified as a Level 3 fair value assessment because of the use of unobservable inputs in the calculation. We utilized an income approach, under which the fair value of the book of business was determined based on the present value of the estimated future cash flows using the expected present value technique. Under the expected present value technique possible cash flows are probability-weighted to determine an expected cash flow. The discount rate used was adjusted from a risk-free rate to reflect a market risk premium. The unobservable inputs used to calculate the fair value of the book-of-business included the projected cash flows and the market risk premium added to the discount rate. We determined that the fair value of the impaired Medicare book-of-business asset was $1.3 million as of December 31, 2012. | |||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Stockholders Equity [Abstract] | ' | |||||||||||
Stockholders' Equity | ' | |||||||||||
Note 4 – Stockholders’ Equity | ||||||||||||
Preferred Stock—Our board of directors has the authority, without any further action by our stockholders, to issue up to 110,000,000 shares, par value $0.001 per share, of which 10,000,000 shares are designated as preferred stock. As of December 31, 2012 and 2013, there were no shares of preferred stock outstanding. | ||||||||||||
Common Stock—On all matters submitted to our stockholders for vote, our common stockholders are entitled to one vote per share, voting together as a single class, and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose. Subject to preferences that may apply to any shares of preferred stock outstanding, the holders of common stock are entitled to share equally in any dividends, when and if declared by our board of directors. Upon the occurrence of a liquidation, dissolution or winding-up, the holders of common stock are entitled to share equally in all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking funds provisions applicable to the common stock. | ||||||||||||
Shares Reserved—We generally issue previously unissued common stock upon the exercise of stock options, the vesting of restricted stock units and upon granting of restricted common stock awards; however we may reissue previously acquired treasury shares to satisfy these future issuances. Shares of authorized but unissued common stock reserved for future issuance were as follows (in thousands): | ||||||||||||
As of December 31, | ||||||||||||
2012 | 2013 | |||||||||||
Common stock: | ||||||||||||
Stock options issued and outstanding | 2,956 | 1,979 | ||||||||||
Restricted stock units issued and outstanding | 381 | 779 | ||||||||||
Shares available for grant | 3,982 | 4,085 | ||||||||||
Total shares reserved | 7,319 | 6,843 | ||||||||||
Stock Plans—Our 2006 Equity Incentive Plan (the “2006 Plan”) became effective in October 2006. In general, if options or shares awarded under the 2006 Plan are forfeited or repurchased, those options or shares will again become available for grant under the 2006 Plan. In addition, on January 1 of each year, the number of shares available for future grant under the 2006 Plan will automatically increase by the lowest of (a) 1,500,000 shares, (b) 4% of the total number of shares of our common stock then outstanding or (c) a lower number determined by our board of directors or its compensation committee. Employees, non-employee members of our board of directors and consultants of our company are eligible to participate in our 2006 Plan. The 2006 Plan requires that the exercise price of stock options and stock appreciation rights awarded shall in no event be less than 100% of the fair market value of a share of common stock on the date of grant. | ||||||||||||
We also maintain the 1998 Stock Plan and the 2005 Stock Plan, under which we previously granted options to purchase shares of our common stock and restricted common stock. The 1998 and 2005 Stock Plans were terminated with respect to the grant of additional awards upon the effective date of the registration statement related to our initial public offering in October 2006, although we will continue to issue new shares of common stock upon the exercise of stock options previously granted under the 1998 and 2005 Stock Plans. | ||||||||||||
Our stock options and restricted stock awards granted under the 2006 Plan and the 1998 and 2005 Stock Plans (collectively, the “Stock Plans”) generally vest over four years at a rate of 25% after one year and 1/48th per month thereafter. Our stock options granted prior to December 31, 2007 generally expire after ten years from the date of grant. Stock options granted subsequent to December 31, 2007 generally expire after seven years from the date of grant. As of December 31, 2013, no shares were subject to repurchase. Our restricted stock unit awards granted under the 2006 Plan generally vest over four years at a rate of 25% after one year and 25% annually thereafter. | ||||||||||||
In 2011, 2012 and 2013, we issued restricted stock units with both service and performance-based vesting criteria to our executive officers. The performance-based contingency period for our restricted stock units with both service and performance-based vesting criteria granted in the fiscal years 2011 and 2012 were the fiscal years ending December 31, 2011 and 2012, respectively, and the measurement of achievement was based on our revenue, non-GAAP operating earnings and EBITDA results for the fiscal years ending December 31, 2011 and 2012, respectively. The performance-based contingency period for our restricted stock units with both service and performance-based vesting criteria granted in the fiscal year 2013 is the fiscal years ending December 31, 2013 and 2014, and the measurement of achievement is based on our revenue results for the fiscal years ending December 31, 2013 and 2014. The amount of expense recorded for the performance-based restricted stock units is based on expected attainment of performance criteria and is expensed over the respective service period of the awards. Our performance-based restricted stock units are granted pursuant to the terms of our 2006 Plan. Shares earned and eligible to vest will vest one-third annually following the performance-based contingency period for performance-based restricted stock units granted in 2011 and 2012. Shares earned and eligible to vest will vest annually during a four year service period following the performance-based contingency period for performance-based restricted stock units granted in 2013. | ||||||||||||
The following table summarizes activity under our Stock Plans (in thousands): | ||||||||||||
Shares Available for Grant (1) | ||||||||||||
Shares available for grant December 31, 2010 | 3,283 | |||||||||||
Reduction in number of authorized shares (2) | -5 | |||||||||||
Additional shares authorized (3) | 863 | |||||||||||
Restricted stock units granted (4) | -323 | |||||||||||
Options granted | -278 | |||||||||||
Restricted stock units cancelled (5) | 79 | |||||||||||
Options cancelled | 251 | |||||||||||
Shares available for grant December 31, 2011 | 3,870 | |||||||||||
Reduction in number of authorized shares (2) | -2 | |||||||||||
Additional shares authorized (3) | 795 | |||||||||||
Restricted stock units granted (4) | -265 | |||||||||||
Options granted | -846 | |||||||||||
Restricted stock units cancelled (5) | 121 | |||||||||||
Options cancelled | 309 | |||||||||||
Shares available for grant December 31, 2012 | 3,982 | |||||||||||
Additional shares authorized (3) | 818 | |||||||||||
Restricted stock units granted (4) | -595 | |||||||||||
Options granted | -227 | |||||||||||
Restricted stock units cancelled (5) | 24 | |||||||||||
Options cancelled | 83 | |||||||||||
Shares available for grant December 31, 2013 | 4,085 | |||||||||||
-1 | Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. | |||||||||||
-2 | The 1998 and 2005 Stock Plans were terminated with respect to the grant of additional shares upon the effective date of the registration statement related to our initial public offering in October 2006, resulting in reductions in the total number of shares authorized for issuance. | |||||||||||
-3 | On January 1, 2011, 2012 and 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. | |||||||||||
-4 | 2011, 2012 and 2013 include grants of restricted stock units with both service and performance-based vesting criteria to our executive officers. | |||||||||||
-5 | 2011, 2012 and 2013 include cancelled restricted stock units with both service and performance-based vesting criteria. | |||||||||||
The following table summarizes stock option activity under the Stock Plans (in thousands, except weighted-average exercise price and weighted-average remaining contractual life data): | ||||||||||||
Number of Stock Options | Weighted Average Exercise Price | Weighted-Average Remaining Contractual Life (years) | Aggregate Intrinsic Value (1) | |||||||||
Balance outstanding at December 31, 2010 | 3,491 | $ | 11.62 | 4.69 | $ | 16,349 | ||||||
Granted | 278 | $ | 12.93 | |||||||||
Exercised | -106 | $ | 8.50 | $ | 638 | |||||||
Cancelled | -251 | $ | 17.93 | |||||||||
Balance outstanding at December 31, 2011 | 3,412 | $ | 11.36 | 3.80 | $ | 17,078 | ||||||
Granted | 846 | $ | 17.76 | |||||||||
Exercised | -993 | $ | 8.51 | $ | 10,512 | |||||||
Cancelled | -309 | $ | 18.39 | |||||||||
Balance outstanding at December 31, 2012 | 2,956 | $ | 13.41 | 3.91 | $ | 41,642 | ||||||
Granted | 227 | $ | 28.82 | |||||||||
Exercised | -1,121 | $ | 8.22 | $ | 22,486 | |||||||
Cancelled | -83 | $ | 18.40 | |||||||||
Balance outstanding at December 31, 2013 | 1,979 | $ | 17.91 | 4.20 | $ | 56,569 | ||||||
Vested and expected to vest after December 31, 2013 | 1,919 | $ | 17.80 | 4.15 | $ | 55,046 | ||||||
Exercisable at December 31, 2013 | 1,202 | $ | 16.27 | 3.32 | $ | 36,322 | ||||||
-1 | The aggregate intrinsic value is calculated as the difference between eHealth’s closing stock price as of December 31 of each year presented and the exercise price of in-the-money options as of those dates. | |||||||||||
The total fair value of stock options vested during the years ended December 31, 2011, 2012 and 2013 was $4.6 million, $2.4 million and $3.3 million, respectively. As of December 31, 2013, there was $5.5 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over the next 2.9 years. | ||||||||||||
The following table summarizes restricted stock unit activity under the Stock Plans (in thousands, except weighted-average grant date fair value and weighted-average remaining contractual life data): | ||||||||||||
Number of Restricted Stock Units (1) | Weighted-Average Grant Date Fair Value | Weighted-Average Remaining Contractual Life (years) | Aggregate Intrinsic Value (2) | |||||||||
Balance outstanding at December 31, 2010 | 370 | $ | 17.80 | 2.22 | $ | 4,816 | ||||||
Granted | 323 | $ | 12.55 | |||||||||
Vested | -140 | $ | 17.59 | |||||||||
Cancelled | -79 | $ | 16.06 | |||||||||
Balance outstanding at December 31, 2011 | 474 | $ | 14.72 | 1.92 | $ | 6,958 | ||||||
Granted | 265 | $ | 17.61 | |||||||||
Vested | -237 | $ | 15.49 | |||||||||
Cancelled | -121 | $ | 14.04 | |||||||||
Balance outstanding at December 31, 2012 | 381 | $ | 16.21 | 2.22 | $ | 10,464 | ||||||
Granted | 595 | $ | 20.73 | |||||||||
Vested | -173 | $ | 15.78 | |||||||||
Cancelled | -24 | $ | 17.33 | |||||||||
Balance outstanding at December 31, 2013 | 779 | $ | 19.57 | 2.30 | $ | 36,220 | ||||||
-1 | Includes restricted stock units with both service and performance-based vesting criteria granted to our executive officers. | |||||||||||
-2 | The aggregate intrinsic value is calculated as eHealth’s closing stock price as of December 31 multiplied by the number of restricted stock units outstanding. | |||||||||||
The fair value of the restricted stock units is based on eHealth’s stock price on the date of grant, and compensation expense is recognized on a straight-line basis over the vesting period. The total grant date fair value of restricted stock units vested during the years ended December 31, 2011, 2012 and 2013 was $1.8 million, $3.8 million and $3.5 million, respectively. As of December 31, 2013, there was $10.7 million of unrecognized stock-based compensation expense related to restricted stock units, which is expected to be recognized over the next 2.3 years. | ||||||||||||
Stock Repurchase Programs—On June 14, 2011, we announced that our board of directors approved a stock repurchase program authorizing us to purchase up to an additional $30 million of our common stock. Repurchases under this program began in the third quarter of 2011. Purchases under the repurchase program were made in the open market and complied with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. In February 2012, we completed this stock repurchase program, having repurchased in aggregate 2.2 million shares for approximately $30 million at an average price of $13.78 per share including commissions. The cost of the repurchased shares was funded from available working capital. | ||||||||||||
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. The cost of the repurchased shares was funded from available working capital. We completed repurchasing common stock under this program in June 2013 having repurchased 2,957,179 shares for $60.0 million at an average price of $20.29 per share. | ||||||||||||
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 year ended December 31, 2011, 2012 and 2013 is summarized as follows (dollars in thousands, except share and per share amounts): | ||||||||||||
Total Number of Shares Purchased | Average Price Paid per Share (1) | Amount of Repurchase | ||||||||||
Cumulative balance at December 31, 2010 | 3,904,652 | $ | 14.39 | $ | 56,203 | |||||||
Repurchases of common stock during 2011 | 1,893,154 | $ | 13.39 | 25,354 | ||||||||
Cumulative balance at December 31, 2011 | 5,797,806 | $ | 14.07 | 81,557 | ||||||||
Repurchases of common stock during 2012 | 599,997 | $ | 15.72 | 9,434 | ||||||||
Cumulative balance at December 31, 2012 | 6,397,803 | $ | 14.22 | 90,991 | ||||||||
Repurchases of common stock during 2013 | 2,911,466 | $ | 20.27 | 59,007 | ||||||||
Cumulative balance at December 31, 2013 | 9,309,269 | $ | 16.11 | $ | 149,998 | |||||||
-1 | Average price paid per share includes commissions. | |||||||||||
In addition to the shares repurchased under our repurchase programs as of December 31, 2013, we have in treasury an additional 210,017 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 2013, we had a total of 6,556,303 shares and 9,519,286 shares, respectively, held in treasury. | ||||||||||||
Stock-Based Compensation—The fair value of stock options granted to employees for the years ended December 31, 2011, 2012 and 2013 was estimated using the following weighted average assumptions: | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Expected term | 4.6 years | 4.6 years | 4.3 years | |||||||||
Expected volatility | 49.30% | 43.90% | 39.30% | |||||||||
Expected dividend yield | 0% | 0% | 0% | |||||||||
Risk-free interest rate | 1.74% | 0.85% | 0.96% | |||||||||
Weighted-average grant date fair value | $ | 5.51 | $ | 6.65 | $ | 9.52 | ||||||
The following table summarizes stock-based compensation expense recorded during the years ended December 31, 2011, 2012 and 2013 (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Common stock options | $ | 3,712 | $ | 2,787 | $ | 2,817 | ||||||
Restricted stock units | 3,384 | 2,835 | 4,985 | |||||||||
Total stock-based compensation expense | $ | 7,096 | $ | 5,622 | $ | 7,802 | ||||||
The following table summarizes stock-based compensation expense by operating function for the years ended December 31, 2011, 2012 and 2013 (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Marketing and advertising | $ | 962 | $ | 1,215 | $ | 2,112 | ||||||
Customer care and enrollment | 344 | 321 | 342 | |||||||||
Technology and content | 1,669 | 1,021 | 1,641 | |||||||||
General and administrative | 4,121 | 3,065 | 3,707 | |||||||||
Total stock-based compensation expense | $ | 7,096 | $ | 5,622 | $ | 7,802 | ||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Income Taxes [Abstract] | ' | |||||||||
Income Taxes | ' | |||||||||
Note 5 – Income Taxes | ||||||||||
The components of our income (loss) before provision for income taxes were as follows (in thousands): | ||||||||||
Year Ended December 31, | ||||||||||
2011 | 2012 | 2013 | ||||||||
United States | $ | 13,327 | $ | 13,475 | $ | 3,412 | ||||
Foreign | (143 | ) | (23 | ) | 228 | |||||
Income before provision for income taxes | $ | 13,184 | $ | 13,452 | $ | 3,640 | ||||
The provision (benefit) for income taxes consisted of the following (in thousands): | ||||||||||
Year Ended December 31, | ||||||||||
2011 | 2012 | 2013 | ||||||||
Current: | ||||||||||
Federal | $ | 5,179 | $ | 5,009 | $ | 3,650 | ||||
State | 828 | 373 | 269 | |||||||
Total current | 6,007 | 5,382 | 3,919 | |||||||
Deferred: | ||||||||||
Federal | 620 | 819 | (1,914 | ) | ||||||
State | (167 | ) | 169 | (88 | ) | |||||
Total deferred | 453 | 988 | (2,002 | ) | ||||||
Provision for income taxes | $ | 6,460 | $ | 6,370 | $ | 1,917 | ||||
The following table provides a reconciliation of the federal statutory income tax rate to our effective tax rate: | ||||||||||
Year Ended December 31, | ||||||||||
2011 | 2012 | 2013 | ||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||
State income taxes | 3 | 3.5 | 3.9 | |||||||
Non-qualified stock option shortfalls, net | 3.7 | 6.5 | — | |||||||
Lobbying | 7 | 4.7 | 17.4 | |||||||
Research and development tax credits | (0.5 | ) | — | (8.8 | ) | |||||
Stock-based compensation | 0.7 | 0.4 | 1.2 | |||||||
Section 162(m) limitation | — | 0.2 | 2.3 | |||||||
Other | 0.1 | (2.9 | ) | 1.7 | ||||||
Effective tax rate | 49 | % | 47.4 | % | 52.7 | % | ||||
Our effective tax rates in 2011, 2012 and 2013 were higher than statutory federal and state tax rates primarily due to non-deductible lobbying expenses and for 2011 and 2012, tax shortfalls related to share-based payments. | ||||||||||
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 net operating loss and tax credit carry forwards. Significant components of our deferred tax assets were as follows (in thousands): | ||||||||||
As of December 31, | ||||||||||
2012 | 2013 | |||||||||
Deferred tax assets: | ||||||||||
Federal, state and foreign net operating loss carry forwards | $ | 2,995 | $ | 1,953 | ||||||
Federal and state tax credit carry forwards | 507 | 599 | ||||||||
Stock-based compensation | 3,963 | 4,584 | ||||||||
Accruals and reserves | 2,293 | 2,953 | ||||||||
Intangible assets | 1,175 | 1,969 | ||||||||
Other | 831 | 905 | ||||||||
Gross deferred tax assets | 11,764 | 12,963 | ||||||||
Valuation allowance | (612 | ) | (595 | ) | ||||||
Total deferred tax assets | 11,152 | 12,368 | ||||||||
Deferred tax liabilities – intangible assets | (3,125 | ) | (2,617 | ) | ||||||
Deferred tax liabilities – fixed assets | (1,001 | ) | (723 | ) | ||||||
Total net deferred tax assets | $ | 7,026 | $ | 9,028 | ||||||
Net deferred tax assets – current | $ | 4,098 | $ | 4,459 | ||||||
Net deferred tax assets – non-current | 2,928 | 4,569 | ||||||||
Total net deferred tax assets | $ | 7,026 | $ | 9,028 | ||||||
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 changes in our net valuation allowance for the years ended December 31, 2012 and 2013 were not material. | ||||||||||
For tax return purposes, we had net operating loss carry forwards at December 31, 2013 of approximately $9.1 million and $70.9 million for federal income tax and state income tax purposes, respectively. Included in the state net operating loss carry forward are unrealized state net operating loss deductions resulting from stock option exercises of approximately $59.4 million. The benefit of these unrealized stock option-related deductions has not been included in the deferred tax assets table above and will be recognized as a credit to additional paid-in capital when realized. Federal and state net operating loss carry forwards begin expiring in 2023 and 2016, respectively. The federal net operating loss carry forward is subject to an annual limitation of approximately $2.5 million due to section 382 of the Internal Revenue Code. Approximately $2.5 million of the state net operating loss carry forward is subject to an annual limitation of approximately $0.1 million due to section 382 of the Internal Revenue Code. | ||||||||||
In September 2008, the state of California approved its budget for fiscal year ending June 30, 2009, which contained changes to the California tax law which substantially limited our ability to utilize available state net operating loss and tax credit carry forwards to reduce our state income taxes payable. In October 2010, the state of California approved its budget for fiscal year ending June 30, 2011, which again contained changes to the California tax law which substantially limited our ability to utilize available state net operating loss carry forwards to reduce our state income taxes payable. The changes in the California tax law did not impact our effective tax rates for 2011, 2012 and 2013, nor will they affect the amount of net operating loss or tax credit carry forwards that we expect to ultimately use to offset future California taxes, but the changes did limit the amount of net operating loss carry forwards we were able to utilize to reduce our taxes payable during 2011. As a result, we experienced an increase in cash taxes payable to the state of California during the year ended December 31, 2011. | ||||||||||
During the years ended December 31, 2011, 2012 and 2013 we utilized excess tax benefits related to share-based payments, which resulted in a decrease in cash generated from operating activities and a corresponding increase in cash generated from financing activities of $4.7 million, $4.5 million and $3.4 million for the years ended December 31, 2011, 2012 and 2013, respectively. | ||||||||||
At December 31, 2013, we had tax credit carry forwards of approximately $1.6 million and $1.2 million for federal income tax and state income tax purposes, respectively. Federal tax credit carry forwards begin expiring in 2020 and state tax credits carry forward indefinitely. | ||||||||||
A reconciliation of the beginning and ending amount of our unrecognized tax benefits is as follows (in thousands): | ||||||||||
Unrecognized Tax Benefits | ||||||||||
Balance at December 31, 2010 | $ | 3,287 | ||||||||
Increases based on tax positions related to the prior year | 23 | |||||||||
Additions based on tax positions related to the current year | 989 | |||||||||
Settlements | — | |||||||||
Balance at December 31, 2011 | 4,299 | |||||||||
Decreases based on tax positions related to the prior year | -45 | |||||||||
Additions based on tax positions related to the current year | 296 | |||||||||
Settlements | — | |||||||||
Balance at December 31, 2012 | 4,550 | |||||||||
Increases based on tax positions related to the prior year | 223 | |||||||||
Lapse of statute of limitations | -66 | |||||||||
Additions based on tax positions related to the current year | 890 | |||||||||
Settlements | — | |||||||||
Balance at December 31, 2013 | $ | 5,597 | ||||||||
As of December 31, 2012 and 2013, there were $3.7 million and $4.6 million, respectively, of unrecognized tax benefits, that, if recognized, would impact the effective tax rate. | ||||||||||
All tax years after 1998 are open to examination and adjustment due to our net operating losses. | ||||||||||
The Company’s 2009 and 2010 California income tax returns have been selected for audit by the Franchise Tax Board. | ||||||||||
Net_Income_Per_Share
Net Income Per Share | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Net Income Per Share [Abstract] | ' | ||||||||
Net Income Per Share | ' | ||||||||
Note 6 – 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 (excluding shares subject to repurchase). 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, including options, restricted stock and restricted stock units. The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method. | |||||||||
The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts): | |||||||||
Year Ended December 31, | |||||||||
2011 | 2012 | 2013 | |||||||
Basic: | |||||||||
Numerator: | |||||||||
Net income allocated to common stock | $ | 6,724 | $ | 7,082 | $ | 1,723 | |||
Denominator: | |||||||||
Net weighted average number of common stock shares outstanding | 20,947 | 19,867 | 19,145 | ||||||
Net income per share—basic: | $ | 0.32 | $ | 0.36 | $ | 0.09 | |||
Diluted: | |||||||||
Numerator: | |||||||||
Net income allocated to common stock | $ | 6,724 | $ | 7,082 | $ | 1,723 | |||
Denominator: | |||||||||
Net weighted average number of common stock shares outstanding | 20,947 | 19,867 | 19,145 | ||||||
Weighted average number of options | 693 | 774 | 548 | ||||||
Weighted average number of restricted stock units | 63 | 112 | 153 | ||||||
Total common stock shares used in per share calculation | 21,703 | 20,753 | 19,846 | ||||||
Net income per share—diluted: | $ | 0.31 | $ | 0.34 | $ | 0.09 | |||
For each of the years ended December 31, 2011, 2012 and 2013, we had securities outstanding that could potentially dilute earnings 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 weighted average 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, | |||||||||
2011 | 2012 | 2013 | |||||||
Common stock options | 1,833 | 1,276 | 92 | ||||||
Restricted stock units | 85 | 4 | 6 | ||||||
Total | 1,918 | 1,280 | 98 | ||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||
Commitments And Contingencies | ' | ||||||||
Note 7 – Commitments and Contingencies | |||||||||
Operating Lease Obligations | |||||||||
We lease our office, operating facilities and certain of our equipment and furniture and fixtures under various operating leases, the latest of which expires in July 2023. Certain of these leases have free or escalating rent payment provisions. We recognize rent expense on our operating leases on a straight-line basis over the terms of the leases, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements. | |||||||||
In March 2012, we entered into an agreement to lease a building in Mountain View, California, adjacent to our headquarters office. The term of the operating lease is ten years from the date the building was delivered to us in August 2013 and the base rent is approximately $0.6 million for the first year of the lease. The base rent increases annually by 3%. Future minimum payments related to this operating lease total $7.0 million over the ten-year term of the lease plus our proportionate share of certain operating expenses, insurance costs and taxes for each calendar year during the lease. Lease payments began in the third quarter of 2013. | |||||||||
In connection with the Mountain View, California lease agreement, we entered into a financial guarantee consisting of a standby letter of credit for $0.6 million, which may be reduced in increments of 25% of the original amount thereof on the first, second and third anniversaries of the commencement date, subject to our compliance with the applicable conditions to such reductions set forth in the lease. | |||||||||
In April 2013, we entered into an agreement to lease approximately 20,000 square feet of office space in Westford, Massachusetts. The lease commenced in July 2013 and is for a term of 5 years and 3 months. Future minimum payments will total approximately $2.1 million over the term of the lease. | |||||||||
Total rent expense under all operating leases was approximately $4.0 million, $4.3 million and $4.8 million for the years ended December 31, 2011, 2012 and 2013, respectively. | |||||||||
Service and Licensing Obligations | |||||||||
We have entered into service and licensing agreements with third party vendors to provide various services, including network access, equipment maintenance and software licensing. The terms of these services and licensing agreements are generally up to three years. We record the related service and licensing expenses on a straight-line basis, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements. | |||||||||
The following table presents a summary of our future minimum payments under non-cancellable operating lease agreements and contractual service and licensing obligations as of December 31, 2013 (in thousands): | |||||||||
Years Ending December 31, | Operating Lease Obligations | Service and Licensing Obligations | Total Obligations | ||||||
2014 | $ | 4,063 | $ | 1,055 | $ | 5,118 | |||
2015 | 2,725 | 245 | 2,970 | ||||||
2016 | 2,771 | - | 2,771 | ||||||
2017 | 2,762 | - | 2,762 | ||||||
2018 | 1,938 | - | 1,938 | ||||||
Thereafter | 4,565 | - | 4,565 | ||||||
Total | $ | 18,824 | $ | 1,300 | $ | 20,124 | |||
Legal Proceedings—In the ordinary course of our business, we have received and may continue to receive inquiries from state 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 of the states, we could be subject to various fines and penalties, including revocation of our license to sell insurance in those states, and our business and financial results would be harmed. We would 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. At December 31, 2012 and 2013, we were not involved in any claims against us that were material and, accordingly, did not record any related liabilities as of December 31, 2012 and 2013. | |||||||||
Guarantees and Indemnifications—We have agreed to indemnify members of our board of directors and our executive officers for fees, expenses, judgments, fines and settlement amounts incurred in any action or proceeding, including actions or proceedings by or in the right of the Company, to which any of them is, or is threatened to be, made a party by reason of their service as a director or officer of the Company or service provided to another company or enterprise at our request. The term of the director and officer indemnification is perpetual as to events or occurrences that take place while the director or officer is, or was, serving at our request. As such, the maximum potential amount of future payment we could be required to make under these indemnification arrangements is unlimited. We, however, maintain directors and officers insurance coverage that limits our exposure under certain circumstances and that may allow us to recover a portion of future amounts paid. Accordingly, we have not recorded any liabilities for these agreements as of December 31, 2012 or 2013. | |||||||||
While we have made various guarantees included in contracts in the normal course of business, primarily in the form of indemnity obligations under certain circumstances, these guarantees do not represent significant commitments or contingent liabilities of the indebtedness of others. Accordingly, we have not recorded a liability related to these indemnification provisions. | |||||||||
Operating_Segments_Geographic_
Operating Segments, Geographic Information and Significant Customers | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Geographic Information And Significant Customers [Abstract] | ' | ||||||||||
Operating Segments, Geographic Information And Significant Customers | ' | ||||||||||
Note 8 – Operating Segments, Geographic Information and Significant Customers | |||||||||||
Operating Segments— Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance of the Company. We operate in one segment and accordingly we have provided only enterprise-wide disclosures. Our chief executive officer, who is our chief operating decision maker, reviews our financial information in a similar manner. | |||||||||||
Geographic Information—As of December 31, 2012 and 2013, our long-lived assets consisted primarily of property and equipment, goodwill and other indefinite-lived intangible assets and finite-lived intangible assets. Our long-lived assets are attributed to the geographic location in which they are located. Long-lived assets by geographical area were as follows (in thousands): | |||||||||||
31-Dec-12 | 31-Dec-13 | ||||||||||
United States | $ | 37,037 | $ | 37,046 | |||||||
China | 278 | 347 | |||||||||
Total | $ | 37,315 | $ | 37,393 | |||||||
Significant Customers—Substantially all revenue for the years ended December 31, 2011, 2012 and 2013 was generated from customers located in the United States. Carriers representing 10% or more of our total revenue for the years ended December 31, 2011, 2012 and 2013 are presented in the table below: | |||||||||||
Year Ended December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Humana | 8 | % | 18 | % | 21 | % | |||||
WellPoint (1) | 11 | % | 13 | % | 12 | % | |||||
UnitedHealthcare (2) | 13 | % | 12 | % | 11 | % | |||||
Aetna (3) | 8 | % | 8 | % | 10 | % | |||||
-1 | Wellpoint also includes other carriers owned by Wellpoint. | ||||||||||
-2 | UnitedHealthcare also includes other carriers owned by UnitedHealthcare. | ||||||||||
-3 | Aetna also includes other carriers owned by Aetna. | ||||||||||
Commission revenue attributable to major medical individual and family health insurance plans was approximately 86%, 75% and 69% of our total commission revenue in the years ended December 31, 2011, 2012 and 2013, respectively. We define our individual and family plan offerings as major medical individual and family health insurance plans, which do not include Medicare-related health insurance plan offerings, small business or other ancillary products such as short-term, stand-alone dental, life, accident, vision, travel and student insurance plan offerings. | |||||||||||
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ' | |||||||||||||||
Note 9 – Selected Quarterly Financial Data (Unaudited) | ||||||||||||||||
Selected summarized quarterly financial information for 2013 and 2012 is as follows (in thousands, except per share amounts): | ||||||||||||||||
2013 | 1st Quarter | 2ND Quarter | 3RD Quarter | 4TH Quarter | Year | |||||||||||
Revenue | $ | 43,207 | $ | 39,800 | $ | 42,008 | $ | 54,165 | $ | 179,180 | ||||||
Income (loss) from operations | 3,941 | 2,031 | 403 | -2,644 | 3,732 | |||||||||||
Net income (loss) | 2,361 | 1,146 | 174 | -1,960 | 1,723 | |||||||||||
Net income (loss) per share: | ||||||||||||||||
Basic | $ | 0.11 | $ | 0.06 | $ | 0.01 | $ | -0.11 | $ | 0.09 | ||||||
Diluted | $ | 0.11 | $ | 0.06 | $ | 0.01 | $ | -0.11 | $ | 0.09 | ||||||
2012 | 1st Quarter | 2ND Quarter | 3RD Quarter | 4TH Quarter | Year | |||||||||||
Revenue | $ | 37,075 | $ | 35,507 | $ | 37,586 | $ | 45,305 | $ | 155,473 | ||||||
Income from operations | 3,909 | 4,135 | 1,075 | 4,310 | 13,429 | |||||||||||
Net income | 2,125 | 2,305 | 205 | 2,447 | 7,082 | |||||||||||
Net income per share: | ||||||||||||||||
Basic | $ | 0.11 | $ | 0.12 | $ | 0.01 | $ | 0.12 | $ | 0.36 | ||||||
Diluted | $ | 0.10 | $ | 0.11 | $ | 0.01 | $ | 0.11 | $ | 0.34 | ||||||
Summary_of_Business_and_Signif1
Summary of Business and Significant Accounting Policies (Policy) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Summary Of Business And Significant Accounting Policies [Abstract] | ' | ||
Description of Business | ' | ||
Description of Business—eHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is the leading online source of health insurance for individuals, families and small businesses in the United States. Through our website addresses (www.eHealth.com, www.eHealthInsurance.com, www.eHealthMedicare.com and www.PlanPrescriber.com), consumers can get quotes from leading health insurance carriers, compare plans side-by-side, and apply for and purchase individual and family, Medicare-related, 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. As a result, we simplify and streamline the complex and traditionally paper-intensive health insurance sales and purchasing process. We are licensed to market and sell health insurance in all 50 states and the District of Columbia. | |||
Principles of Consolidation | ' | ||
Principles of Consolidation—The consolidated financial statements include the accounts of eHealth, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). | |||
Operating segment | ' | ||
Operating Segment—We operate in one business segment. See Note 8 – Operating Segments, Geographic Information and Significant Customers for additional information regarding our business segment. | |||
Use of Estimates | ' | ||
Use of Estimates—The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the useful lives of intangible assets, fair value of investments, fair value of our Medicare books-of-business, recoverability of intangible assets, estimates for commission forfeitures, valuation allowance for deferred income taxes, provision for income taxes, our assessment whether internal use software and website development costs will result in additional functionality and the assumptions used in determining stock-based compensation. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. Actual results may differ from these estimates. | |||
Cash Equivalents | ' | ||
Cash Equivalents—We consider all investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents are stated at fair value. | |||
Plant and Equipment | ' | ||
Property and Equipment—Property and equipment are stated at cost, less accumulated depreciation and amortization. Capital lease amortization expenses are included in depreciation expense in our consolidated statements of comprehensive income. Depreciation and amortization is computed using the straight-line method based on estimated useful lives as follows: | |||
Computer equipment and software | 3 to 5 years | ||
Office equipment and furniture | 5 years | ||
Leasehold improvements | Lesser of useful life (typically 5 to 10 years) or related lease term | ||
Maintenance and minor replacements are expensed as incurred. | |||
See Note 2 – Balance Sheet Accounts for additional information regarding our property and equipment. | |||
Goodwill and Intangible Assets | ' | ||
Goodwill and Intangible Assets—Goodwill represents the excess of the consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business acquisition. We do not amortize goodwill but test for impairment on an annual basis on or about November 30 of each year and whenever events or changes in circumstances indicate a reduction in its fair value below its carrying amount. | |||
Intangible assets with finite useful lives, which include purchased technology, pharmacy and customer relationships, trade names, certain trademarks and website addresses, are amortized over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate a reduction in their fair values below their respective carrying amounts. | |||
Factors that we consider in deciding when to perform an impairment review include significant negative industry or economic trends or significant changes or planned changes in our use of the intangible assets. We measure the recoverability of assets that will continue to be used in our operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows. If an asset grouping’s carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. The impairment is measured by comparing the difference between the asset grouping’s carrying value and its fair value. Fair value is the price that would be received from selling an asset in an orderly transaction between market participants at the measurement date. | |||
Goodwill and intangible assets are considered non-financial assets, and are recorded at fair value, subsequent to initial recognition, only when 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 in the fourth quarter of 2013 and determined no adjustments to the remaining lives were required. | |||
Book-of-Business Transfers | ' | ||
Book-of-Business Transfers—We have entered into several agreements with a broker partner, whereby the partner has transferred certain of its existing Medicare plan members to us as the broker of record on the underlying policies. The first of these book-of-business transfers occurred in November 2010 and the most recent in June 2012. Total consideration for these books-of-business amounted to $13.9 million, of which $6.3 million is related to transfers during 2012. Consideration for these books-of-business is included in Prepaid Expenses and Other Current Assets and in Other Assets in the accompanying consolidated balance sheets. The consideration, which was based on the discounted commissions expected to be received over the remaining life of each transferred Medicare plan member, is being amortized to Cost of Revenue in the consolidated statements of comprehensive income and is presented as Amortization of Book-of-Business Consideration in the consolidated statements of cash flows as we recognize commission revenue related to the transferred Medicare plan members, over a period of up to five years. The amount of consideration we amortize to cost of revenue each quarter is proportional to the amount of commission revenue we recognize on the underlying policies each quarter. Amortization expense recorded to cost of revenue for these books-of-business for the years ended December 31, 2011, 2012 and 2013 totaled $0.8 million, $2.7 million and $3.1 million, respectively. Cash consideration paid in connection with the book-of-business transfers is presented under Investing activities in the consolidated statements of cash flows. In 2011 and 2012, we offset a portion of the total consideration against outstanding accounts receivable from the partner. | |||
Other Long-Lived Assets | ' | ||
Other Long-Lived Assets—We evaluate other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
We recognize revenue for our services when each of the following four criteria is met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the seller’s price to the buyer is fixed or determinable; and collectability is reasonably assured. Our revenue is primarily comprised of compensation paid to us by health insurance carriers related to insurance policies that have been purchased by a member who used our service. We define a member as an individual currently covered by an insurance plan, including individual and family, Medicare-related, small business and ancillary plans, for which we are entitled to receive compensation from an insurance carrier. | |||
Commission Revenue—For individual and family, Medicare Supplement, small business and ancillary plans, our compensation generally represents 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 policy (commissions) and, to a much lesser extent, override commissions that health insurance carriers pay us for achieving certain objectives. 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 policy is cancelled or we otherwise do not remain the agent on the policy. We recognize commission revenue for individual and family, Medicare Supplement, small business and ancillary plans as the commissions are reported to us by the carrier, net of an estimate for future forfeiture amounts due to policy cancellations. We determine that there is persuasive evidence of an arrangement when we have a commission agreement with a health insurance carrier, a carrier reports to us that it has approved an application submitted through our ecommerce platform and the applicant starts making payments on the policy. Our services are complete when a carrier has approved an application. The seller’s price is fixed or determinable and collectability is reasonably assured when commission amounts have been reported to us by a carrier. | |||
We recognize individual and family, small business and ancillary commission override revenue when reported to us by a carrier based on the actual attainment of predetermined target sales levels or other objectives as determined by the carrier. Commission override revenue, which we recognize on the same basis as individual and family, small business and ancillary commissions, is generally reported to us in a more irregular pattern than such commissions. | |||
For both Medicare Advantage and Medicare Part D prescription drug plans, we receive a fixed, annual commission payment from insurance carriers once the policy is approved by the carrier and either a fixed, monthly commission payment beginning with and subsequent to the second policy year for a Medicare Advantage policy or a fixed, annual commission payment beginning with and subsequent to the second policy year for a Medicare Part D prescription drug policy. We recognize commission revenue for both Medicare Advantage and Medicare Part D prescription drug plans for the entire policy year once the annual or first monthly commission amount for the policy year is reported to us by the carrier, net of an estimate for future forfeiture amounts due to policy cancellations. For commissions paid to us on a monthly basis, we record a receivable for the commission amounts to be received over the remainder of the policy year, net of an estimate for commission amounts not expected to be collected due to policy cancellations, which is included in Accounts Receivable in the accompanying balance sheets. We continue to receive the commission payments from the relevant insurance carrier until the earlier of our being notified that the health insurance policy has been cancelled, our no longer remaining the agent on the policy, or when our commission term with the carrier expires, typically six years from the effective date of the policy, or longer depending on the carrier arrangement. We determine that there is persuasive evidence of an arrangement when we have a commission agreement with a health insurance carrier. Our services are complete when a carrier has approved an application in the initial year and when a member has renewed in a renewal year. The seller’s price is fixed or determinable and collectability is reasonably assured when a carrier has approved an application and the carrier reports to us the annual or first monthly renewal commission amount for each policy year. | |||
Commissions for all health insurance plans we sell are reported to us by a cash payment and commission statement. We generally receive these communications simultaneously. In instances when we receive the cash payment and commission statement separately and in different accounting periods, we recognize revenue in the period that we receive the earliest communication, provided we receive the second corroborating communication shortly following the end of the accounting period. If the second corroborating communication is not received shortly following the end of the accounting period, we recognize revenue in the period the second communication is received. We use the data in the commission statements to help identify the members for which we are receiving a commission payment and the amount received for each member, and to estimate future forfeiture amounts due to policy cancellations. As a result, we recognize the net amount of compensation earned as the agent in the transaction. | |||
Certain commission amounts are subject to forfeiture when the policy is subsequently cancelled and either the carrier takes back all or a portion of the commission they have paid to us or we will no longer receive monthly commission payments for the remainder of the policy year. We record an estimate for these forfeitures based on our historical cancellation experience using data provided on commission statements. Policy cancellations and the commission amounts, if any, to be taken back by the carrier are typically reported to us by health insurance carriers several months after the policy’s cancellation date. Our estimate for forfeitures payable to a carrier, which is included in Other Current Liabilities in the accompanying balance sheets, includes an estimate of both the reporting time lag and the forfeiture amount, based on our historical experience by policy type. Similarly, our estimate for commission amounts not expected to be collected due to policy cancellations, which is recorded as a reduction of Accounts Receivable in the accompanying balance sheets, includes an estimate of the annual policy cancellation rate, based on our historical experience by policy type. | |||
Other Revenue | |||
Online 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 monthly fee, which is recognized over the period that advertising is displayed, and often a performance fee based on metrics such as submitted health insurance applications. We also offer Medicare sponsorship 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 over the service period. | |||
Technology Licensing Revenue—Our 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 (generally the initial term of the agreement), commencing once the technology is available for use by the third party, and a performance fee based on metrics such as submitted health insurance applications. The metrics used to calculate performance fees for both sponsorship and advertising and technology licensing are based on performance criteria that are either measured based on data tracked by us, or based on data tracked by the third party. In instances where the performance criteria data is tracked by us, we recognize revenue in the period of performance. In instances where the performance criteria data is tracked by the third party, we recognize revenue when the amounts earned are both fixed and determinable and collection is reasonably assured. Typically, this occurs through our receipt of a cash payment from the third party along with a detailed statement containing the data that is tracked by the third party. | |||
Medicare Lead Referral Revenue—The Medicare-related revenue we have generated includes referral fees paid to us based on Medicare leads generated by our online platforms that are delivered and sold to third parties. We sell our leads to a limited number of purchasers, and the majority of our lead referral revenue is generated during the Medicare annual enrollment period, which occurs during the fourth quarter of the calendar year. We recognize lead referral revenue when persuasive evidence of an arrangement exists, delivery of a lead has occurred, the fee is fixed or determinable and collectability is reasonably assured. Delivery is deemed to have occurred at the time a lead is delivered to the customer. During the second quarter of 2012 we transitioned away from selling Medicare leads and began servicing the majority of Medicare leads we generate as a health insurance agent. | |||
Multiple-element Arrangements—We allocate revenue to all units of accounting within an arrangement with multiple deliverables at the inception of the arrangement using the relative selling price method. The relative selling price method allocates any discount in an arrangement proportionally to each deliverable on the basis of each deliverable’s relative selling price. The relative selling price established for each deliverable is based on vendor-specific objective evidence of fair value (“VSOE”) if available, third-party evidence of selling price if VSOE is not available, or best estimate of selling price if neither VSOE nor third-party evidence is available. When used, the best estimate of selling price reflects our best estimates of what the selling prices of certain deliverables would be if they were sold regularly on a stand-alone basis. Our process for determining best estimate of selling price for deliverables without VSOE or third-party evidence of selling price considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors considered by us in developing the relative selling prices for our technology licensing fees include prices charged by us for similar offerings and our historical pricing practices. We may also consider additional factors as appropriate, including competition. | |||
A deliverable constitutes a separate unit of accounting when it has stand-alone value and there are no customer-negotiated right of refunds for the delivered elements. If the arrangement includes a customer-negotiated right of refund relative to the delivered item, and the delivery and performance of the undelivered item is considered probable and substantially in our control, the delivered element constitutes a separate unit of accounting. In circumstances when the aforementioned criteria are not met, the deliverable is combined with the undelivered elements, and the allocation of the arrangement consideration and revenue recognition is determined for the combined unit as a single unit. Allocation of the consideration is determined at the inception of the arrangement on the basis of each unit’s relative selling price. After the arrangement consideration has been allocated to each unit of accounting based on their relative selling prices, we apply revenue recognition criteria separately to each respective unit of accounting in the arrangement in accordance with applicable accounting guidance. | |||
Deferred Revenue | ' | ||
Deferred Revenue—Deferred revenue includes deferred technology licensing implementation fees and amounts billed for deliverables, including professional services, in multiple element arrangements that do not have stand-alone value from other, undelivered elements as well as amounts billed or collected from sponsorship or technology licensing customers in advance of our performing our service for such customers. It also includes the amount by which both unbilled and billed services provided under our technology licensing arrangements exceed the straight-line revenue recognized to date. We defer commission amounts that have been paid to us related to transactions where our services are complete, but where we cannot currently estimate future forfeitures related to those amounts. | |||
Cost of Revenue | ' | ||
Cost of Revenue—Included in Cost of Revenue are payments related to health insurance policies sold to members who were referred to our website by marketing partners with whom we have revenue-sharing arrangements. In order to enter into a revenue-sharing arrangement, marketing partners must be licensed to sell health insurance in the state where the policy is sold. Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized. | |||
In 2011, cost of revenue also included a significant amount of direct labor and other direct costs incurred in connection with a contract with the federal government, the term of which expired in January 2012. | |||
Additionally, cost of revenue includes the amortization of consideration we paid to a broker partner in connection with the transfer of their Medicare-related health insurance members to us as the new broker of record on the underlying policies. | |||
Deferred Costs—Deferred costs primarily represent direct costs related to professional services provided in connection with technology licensing arrangements that are accounted for as a single unit of accounting. The direct professional services costs are deferred up until the commencement of revenue recognition of the single unit and then recognized as cost of revenue ratably over the same period as the related revenue. | |||
Marketing and Advertising Expenses | ' | ||
Marketing and Advertising Expenses—Marketing and advertising expenses consist primarily of member acquisition expenses associated with our direct, marketing partner and online advertising member acquisition channels, in addition to compensation and other expenses related to marketing, business development, partner management, public relations and carrier relations personnel who support our offerings. Advertising costs incurred in the years ended December 31, 2011, 2012 and 2013 totaled $49.2 million, $50.3 million and $63.4 million, respectively. | |||
Our direct channel expenses primarily consist of costs for e-mail marketing and may also include costs for television advertising, radio advertising, print advertising and direct mail marketing. 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. Advertising costs for our marketing partner channel and our online advertising channel are expensed as incurred. | |||
Research and Development Expenses | ' | ||
Research and Development Expenses—Research and development expenses consist primarily of compensation and related expenses incurred for enhancements to the functionality of our website. Research and development costs, which totaled $7.3 million, $8.4 million and $10.1 million for the years ended December 31, 2011, 2012 and 2013, respectively, are included in technology and content expense in the accompanying consolidated statements of comprehensive income. | |||
Internal-Use Software and Website Development Costs | ' | ||
Internal-Use Software and Website Development Costs—We capitalize costs of materials, consultants and compensation and benefits costs of employees who devote time to the development of internal-use software; however, we usually expense as incurred website development costs for new features and functionalities because it is not probable that they will result in additional functionality until they are both developed and tested with confirmation that they are more effective than the current set of features and functionalities on our website. Our judgment is required in determining the point at which various projects enter the phases at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally three years. To the extent that we change the manner in which we develop and test new features and functionalities related to our website, assess the ongoing value of capitalized assets or determine the estimated useful lives over which the costs are amortized, the amount of website development costs we capitalize and amortize in future periods would be impacted. During the year ended December 31, 2013, we capitalized $0.2 million in website development costs. | |||
Stock-Based Compensation | ' | ||
Stock-Based Compensation—We recognize stock-based compensation expense in the accompanying consolidated statements of comprehensive income based on the fair value of our stock-based awards over their respective vesting periods, which is generally four years. The estimated grant date fair value of our stock options is determined using the Black-Scholes-Merton pricing model and a single option award approach. The weighted-average expected term for stock options granted is calculated using historical option exercise behavior. The dividend yield is determined by dividing the expected per share dividend during the coming year by the grant date stock price. Through December 31, 2013, we had not declared or paid any cash dividends, and we do not expect to pay any in the foreseeable future. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of our stock options. The estimated attainment of performance-based awards and related expense is based on the expectations of revenue target achievement. The assumptions used in calculating the fair value of stock-based payment 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 volatility related to our own stock-based awards on a prospective basis, and incorporating these factors into the model. Changes in key assumptions could significantly impact the valuation of such instruments. | |||
401(k) Plan | ' | ||
401(k) Plan—In September 1998, our board of directors adopted a defined contribution retirement plan (401(k) Plan), which qualifies under Section 401(k) of the Internal Revenue Code of 1986. Participation in the 401(k) Plan is available to substantially all employees in the United States. Employees can contribute up to 25% of their salary, up to the federal maximum allowable limit, on a before-tax basis to the 401(k) Plan. Employee contributions are fully vested when contributed. Company contributions to the 401(k) Plan are discretionary and are expensed when incurred. In April 2006, we began matching employee contributions to our 401(k) Plan at 25% of an employee’s contribution each pay period, up to a maximum of 1% of the employee’s salary during such pay period. Our matching contributions are expensed as incurred and vest one-third for each of the first three years of the recipient’s service. The recipient is fully vested in all 401(k) Plan matching contributions after three years of service. | |||
Income Taxes | ' | ||
Income Taxes—We account for income taxes using the liability method. Deferred income taxes are determined based on the differences between the financial reporting and tax bases of assets and liabilities, using enacted statutory tax rates in effect for the year in which the differences are expected to reverse. | |||
We consider stock option deduction benefits in excess of book compensation charges realized when we obtain an incremental benefit determined by the “With and Without” calculation method. Under the “With and Without” approach, excess tax benefits related to share-based payments are not deemed to be realized until after the utilization of all other tax benefits available to us. For example, net operating loss and tax credit carry forwards from prior years are used to reduce taxes currently payable prior to deductions from stock option exercises for purposes of financial reporting, while for tax return purposes, current year stock compensation deductions are generally used before net operating loss carry forwards. Indirect effects of excess tax benefits, such as the effect on research and development tax credits, are not considered. | |||
We utilize a two-step approach for evaluating uncertain tax positions. Step one, Recognition, requires a company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, Measurement, is based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement. We record interest and penalties related to uncertain tax positions as income tax expense in the consolidated financial statements. | |||
Seasonality | ' | ||
Seasonality— In years prior to 2013, the number of individual and family health insurance applications submitted through our ecommerce platform generally increased in our first quarter compared to our fourth quarter and in our third quarter compared to our second quarter. This trend changed in the fourth quarter of 2013 as a result of an increase in the number of individual and family applications submitted during the initial open enrollment period under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act, which began on October 1, 2013 and is scheduled to run through March 31, 2014. The number of submitted individual and family plan applications increased, relative to historical levels, during the fourth quarter of 2013. | |||
The majority of Medicare 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, we generate a significant amount of Medicare plan-related revenue in the fourth quarter of the year resulting from the sale of new Medicare plans. Additionally, we recognize a majority of our renewal Medicare Advantage and Medicare Part D prescription drug plan commission revenue in the first quarter of each year as the majority of policies sold during the annual enrollment period typically renew on January 1 of each year. | |||
Since a significant portion of our marketing and advertising expenses are driven by the number of health insurance applications submitted on our ecommerce platform, those expenses are influenced by seasonal submitted application patterns. As a result, in years prior to 2013 marketing and advertising expenses related to individual and family health insurance plans have been highest in our first and third quarters, while marketing and advertising expenses related to Medicare-related plans have been highest in our third and fourth quarters. However, the historical trend of marketing and advertising expenses related to individual and family health insurance plans was impacted by the initial open enrollment period for individual and family plans that began in October 2013. These expenses increased in the fourth quarter of 2013 relative to historical levels, consistent with the increase in submitted applications. | |||
Additionally, in preparation for the Medicare annual enrollment period, and to a lesser extent the initial open enrollment period for individual and family plans, we begin ramping up our customer care center staff during our second and third quarters to handle increased volume of health insurance transactions during the fourth quarter. Accordingly, our customer care center staffing costs are significantly higher in our third and fourth quarters compared to our first and second quarters. | |||
Based on these seasonal trends, historically our revenue is highest in the fourth quarter of the year and our profitability is relatively higher in the first and fourth quarters and substantially lower in the third quarter of the year. The future impact of annual open enrollment periods for individual and family health insurance on our submitted applications and marketing and advertising expenses is unclear. | |||
Recent Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements—Effective January 1, 2013, we adopted an accounting standards update with new guidance on the presentation of reclassifications from accumulated other comprehensive income to net income. This standard requires an entity to present reclassifications from accumulated other comprehensive income to net income either on the face of the consolidated financial statements or in the notes to the consolidated financial statements. In the year ended December 31, 2013 we did not have any reclassifications from accumulated other comprehensive income to net income. | |||
In March 2013, the Financial Accounting Standards Board ("FASB") issued an accounting standards update providing guidance with respect to the release of cumulative translation adjustments into net income when a parent sells either a part or all of its investment in a foreign entity. The update also requires the release of cumulative translation adjustments when a company no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, and provides guidance for the acquisition in stages of a controlling interest in a foreign entity. The standards update is effective for fiscal years beginning after December 15, 2013, with early adoption permitted. We do not believe the adoption of this standards update will have a material impact on our consolidated financial statements. | |||
Stockholders_Equity_Policy
Stockholders' Equity (Policy) | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders Equity [Abstract] | ' |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock Plans—Our 2006 Equity Incentive Plan (the “2006 Plan”) became effective in October 2006. In general, if options or shares awarded under the 2006 Plan are forfeited or repurchased, those options or shares will again become available for grant under the 2006 Plan. In addition, on January 1 of each year, the number of shares available for future grant under the 2006 Plan will automatically increase by the lowest of (a) 1,500,000 shares, (b) 4% of the total number of shares of our common stock then outstanding or (c) a lower number determined by our board of directors or its compensation committee. Employees, non-employee members of our board of directors and consultants of our company are eligible to participate in our 2006 Plan. The 2006 Plan requires that the exercise price of stock options and stock appreciation rights awarded shall in no event be less than 100% of the fair market value of a share of common stock on the date of grant. | |
We also maintain the 1998 Stock Plan and the 2005 Stock Plan, under which we previously granted options to purchase shares of our common stock and restricted common stock. The 1998 and 2005 Stock Plans were terminated with respect to the grant of additional awards upon the effective date of the registration statement related to our initial public offering in October 2006, although we will continue to issue new shares of common stock upon the exercise of stock options previously granted under the 1998 and 2005 Stock Plans. | |
Our stock options and restricted stock awards granted under the 2006 Plan and the 1998 and 2005 Stock Plans (collectively, the “Stock Plans”) generally vest over four years at a rate of 25% after one year and 1/48th per month thereafter. Our stock options granted prior to December 31, 2007 generally expire after ten years from the date of grant. Stock options granted subsequent to December 31, 2007 generally expire after seven years from the date of grant. As of December 31, 2013, no shares were subject to repurchase. Our restricted stock unit awards granted under the 2006 Plan generally vest over four years at a rate of 25% after one year and 25% annually thereafter. | |
Summary_of_Business_and_Signif2
Summary of Business and Significant Accounting Policies (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Summary Of Business And Significant Accounting Policies [Abstract] | ' | ||
Schedule Of Property And Equipment Useful Life | ' | ||
Computer equipment and software | 3 to 5 years | ||
Office equipment and furniture | 5 years | ||
Leasehold improvements | Lesser of useful life (typically 5 to 10 years) or related lease term | ||
Balance_Sheet_Accounts_Tables
Balance Sheet Accounts (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Balance Sheet Accounts [Abstract] | ' | |||||||||||||||||||
Schedule Of Cash And Cash Equivalents | ' | |||||||||||||||||||
31-Dec-12 | 31-Dec-13 | |||||||||||||||||||
Cash | $ | 27,484 | $ | 16,935 | ||||||||||||||||
Money market funds | 113,365 | 90,120 | ||||||||||||||||||
Total cash and cash equivalents | $ | 140,849 | $ | 107,055 | ||||||||||||||||
Schedule Of Accounts Receivable | ' | |||||||||||||||||||
31-Dec-12 | 31-Dec-13 | |||||||||||||||||||
Accounts receivable – for other revenues | $ | 3,319 | $ | 2,322 | ||||||||||||||||
Commissions receivable | 1,149 | 2,264 | ||||||||||||||||||
Total accounts receivable | $ | 4,468 | $ | 4,586 | ||||||||||||||||
Schedule Of Prepaid Expenses And Other Current Assets | ' | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||
Book-of-business transfers, net (current) | $ | 3,219 | $ | 2,937 | ||||||||||||||||
Income tax receivable | 1,133 | 1,405 | ||||||||||||||||||
Prepaid maintenance contracts (current) | 1,027 | 1,794 | ||||||||||||||||||
Prepaid insurance | 404 | 534 | ||||||||||||||||||
Prepaid rent | 269 | 364 | ||||||||||||||||||
Other assets (current) | 591 | 1,330 | ||||||||||||||||||
Prepaid expenses and other current assets | $ | 6,643 | $ | 8,364 | ||||||||||||||||
Schedule Of Property And Equipment | ' | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||
Computer equipment and software | $ | 13,393 | $ | 14,929 | ||||||||||||||||
Office equipment and furniture | 2,272 | 3,087 | ||||||||||||||||||
Leasehold improvements | 1,084 | 3,279 | ||||||||||||||||||
Property and equipment, gross | 16,749 | 21,295 | ||||||||||||||||||
Less accumulated depreciation and amortization | -10,564 | -11,012 | ||||||||||||||||||
Property and equipment, net | $ | 6,185 | $ | 10,283 | ||||||||||||||||
Schedule Of Other Assets | ' | |||||||||||||||||||
Non- | ||||||||||||||||||||
As of December 31, | ||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||
Book-of-business transfers, net (non-current) | $ | 7,313 | $ | 4,447 | ||||||||||||||||
Security deposits | 506 | 466 | ||||||||||||||||||
Capitalized project costs | 153 | 280 | ||||||||||||||||||
Prepaid maintenance contracts (non-current) | 151 | 325 | ||||||||||||||||||
Other assets | $ | 8,123 | $ | 5,518 | ||||||||||||||||
Schedule Of Intangible Assets | ' | |||||||||||||||||||
31-Dec-12 | 31-Dec-13 | Weighted Average Useful Life | ||||||||||||||||||
Gross Carrying Amount | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | 31-Dec-13 | |||||||||||||||
Accumulated Amortization | ||||||||||||||||||||
Technology | $ | 1,752 | $ | -933 | $ | 819 | $ | 1,752 | $ | -1,277 | $ | 475 | 1.4 years | |||||||
Pharmacy and customer relationships | 10,410 | -3,287 | 7,123 | 10,410 | -4,267 | 6,143 | 6.3 years | |||||||||||||
Trade names, trademarks and website addresses | 907 | -245 | 662 | 907 | -336 | 571 | 6.3 years | |||||||||||||
Total intangible | $ | 13,069 | $ | -4,465 | 8,604 | $ | 13,069 | $ | -5,880 | 7,189 | ||||||||||
assets subject | ||||||||||||||||||||
to amortization | ||||||||||||||||||||
Indefinite-lived trademarks | 307 | 307 | Indefinite | |||||||||||||||||
$ | 8,911 | $ | 7,496 | |||||||||||||||||
Intangible | ||||||||||||||||||||
assets | ||||||||||||||||||||
Schedule Of Intangible Assets Future Amortization Expense | ' | |||||||||||||||||||
Years Ending December 31, | Technology | Pharmacy and Customer Relationships | Trade Names, Trademarks and Website Addresses | Total | ||||||||||||||||
2014 | 345 | 979 | 91 | 1,415 | ||||||||||||||||
2015 | 118 | 979 | 91 | 1,188 | ||||||||||||||||
2016 | 5 | 979 | 91 | 1,075 | ||||||||||||||||
2017 | 5 | 979 | 91 | 1,075 | ||||||||||||||||
2018 | 2 | 959 | 91 | 1,052 | ||||||||||||||||
Thereafter | - | 1,268 | 116 | 1,384 | ||||||||||||||||
Total | $ | 475 | $ | 6,143 | $ | 571 | $ | 7,189 | ||||||||||||
Schedule Of Other Current Liabilities | ' | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||
Payable to carriers – estimate for forfeitures | $ | 1,245 | $ | 1,860 | ||||||||||||||||
Professional fees | 154 | 380 | ||||||||||||||||||
Other accrued expenses | 176 | 321 | ||||||||||||||||||
Total other current liabilities | $ | 1,575 | $ | 2,561 | ||||||||||||||||
Schedule Of Non-Current Liabilities | ' | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||
Deferred rent – non-current | $ | 301 | $ | 1,210 | ||||||||||||||||
Income tax payable – non-current | 3,860 | 4,493 | ||||||||||||||||||
Other non-current liabilities | 464 | 462 | ||||||||||||||||||
Total non-current liabilities | $ | 4,625 | $ | 6,165 | ||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Stockholders Equity [Abstract] | ' | |||||||||||
Common Stock Shares Reserved For Future Issuance | ' | |||||||||||
As of December 31, | ||||||||||||
2012 | 2013 | |||||||||||
Common stock: | ||||||||||||
Stock options issued and outstanding | 2,956 | 1,979 | ||||||||||
Restricted stock units issued and outstanding | 381 | 779 | ||||||||||
Shares available for grant | 3,982 | 4,085 | ||||||||||
Total shares reserved | 7,319 | 6,843 | ||||||||||
Schedule Of Activity Under Stock Plans | ' | |||||||||||
Shares Available for Grant (1) | ||||||||||||
Shares available for grant December 31, 2010 | 3,283 | |||||||||||
Reduction in number of authorized shares (2) | -5 | |||||||||||
Additional shares authorized (3) | 863 | |||||||||||
Restricted stock units granted (4) | -323 | |||||||||||
Options granted | -278 | |||||||||||
Restricted stock units cancelled (5) | 79 | |||||||||||
Options cancelled | 251 | |||||||||||
Shares available for grant December 31, 2011 | 3,870 | |||||||||||
Reduction in number of authorized shares (2) | -2 | |||||||||||
Additional shares authorized (3) | 795 | |||||||||||
Restricted stock units granted (4) | -265 | |||||||||||
Options granted | -846 | |||||||||||
Restricted stock units cancelled (5) | 121 | |||||||||||
Options cancelled | 309 | |||||||||||
Shares available for grant December 31, 2012 | 3,982 | |||||||||||
Additional shares authorized (3) | 818 | |||||||||||
Restricted stock units granted (4) | -595 | |||||||||||
Options granted | -227 | |||||||||||
Restricted stock units cancelled (5) | 24 | |||||||||||
Options cancelled | 83 | |||||||||||
Shares available for grant December 31, 2013 | 4,085 | |||||||||||
-1 | Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. | |||||||||||
-2 | The 1998 and 2005 Stock Plans were terminated with respect to the grant of additional shares upon the effective date of the registration statement related to our initial public offering in October 2006, resulting in reductions in the total number of shares authorized for issuance. | |||||||||||
-3 | On January 1, 2011, 2012 and 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. | |||||||||||
-4 | 2011, 2012 and 2013 include grants of restricted stock units with both service and performance-based vesting criteria to our executive officers. | |||||||||||
-5 | 2011, 2012 and 2013 include cancelled restricted stock units with both service and performance-based vesting criteria. | |||||||||||
Schedule Of Stock Option Share Activity Under Stock Plans | ' | |||||||||||
Number of Stock Options | Weighted Average Exercise Price | Weighted-Average Remaining Contractual Life (years) | Aggregate Intrinsic Value (1) | |||||||||
Balance outstanding at December 31, 2010 | 3,491 | $ | 11.62 | 4.69 | $ | 16,349 | ||||||
Granted | 278 | $ | 12.93 | |||||||||
Exercised | -106 | $ | 8.50 | $ | 638 | |||||||
Cancelled | -251 | $ | 17.93 | |||||||||
Balance outstanding at December 31, 2011 | 3,412 | $ | 11.36 | 3.80 | $ | 17,078 | ||||||
Granted | 846 | $ | 17.76 | |||||||||
Exercised | -993 | $ | 8.51 | $ | 10,512 | |||||||
Cancelled | -309 | $ | 18.39 | |||||||||
Balance outstanding at December 31, 2012 | 2,956 | $ | 13.41 | 3.91 | $ | 41,642 | ||||||
Granted | 227 | $ | 28.82 | |||||||||
Exercised | -1,121 | $ | 8.22 | $ | 22,486 | |||||||
Cancelled | -83 | $ | 18.40 | |||||||||
Balance outstanding at December 31, 2013 | 1,979 | $ | 17.91 | 4.20 | $ | 56,569 | ||||||
Vested and expected to vest after December 31, 2013 | 1,919 | $ | 17.80 | 4.15 | $ | 55,046 | ||||||
Exercisable at December 31, 2013 | 1,202 | $ | 16.27 | 3.32 | $ | 36,322 | ||||||
-1 | The aggregate intrinsic value is calculated as the difference between eHealth’s closing stock price as of December 31 of each year presented and the exercise price of in-the-money options as of those dates. | |||||||||||
Schedule Of Restricted Stock Unit Activity Under Stock Plans | ' | |||||||||||
Number of Restricted Stock Units (1) | Weighted-Average Grant Date Fair Value | Weighted-Average Remaining Contractual Life (years) | Aggregate Intrinsic Value (2) | |||||||||
Balance outstanding at December 31, 2010 | 370 | $ | 17.80 | 2.22 | $ | 4,816 | ||||||
Granted | 323 | $ | 12.55 | |||||||||
Vested | -140 | $ | 17.59 | |||||||||
Cancelled | -79 | $ | 16.06 | |||||||||
Balance outstanding at December 31, 2011 | 474 | $ | 14.72 | 1.92 | $ | 6,958 | ||||||
Granted | 265 | $ | 17.61 | |||||||||
Vested | -237 | $ | 15.49 | |||||||||
Cancelled | -121 | $ | 14.04 | |||||||||
Balance outstanding at December 31, 2012 | 381 | $ | 16.21 | 2.22 | $ | 10,464 | ||||||
Granted | 595 | $ | 20.73 | |||||||||
Vested | -173 | $ | 15.78 | |||||||||
Cancelled | -24 | $ | 17.33 | |||||||||
Balance outstanding at December 31, 2013 | 779 | $ | 19.57 | 2.30 | $ | 36,220 | ||||||
-1 | Includes restricted stock units with both service and performance-based vesting criteria granted to our executive officers. | |||||||||||
-2 | The aggregate intrinsic value is calculated as eHealth’s closing stock price as of December 31 multiplied by the number of restricted stock units outstanding. | |||||||||||
Schedule Of Stock Repurchase Ativity Under Stock Repurchase Programs | ' | |||||||||||
Total Number of Shares Purchased | Average Price Paid per Share (1) | Amount of Repurchase | ||||||||||
Cumulative balance at December 31, 2010 | 3,904,652 | $ | 14.39 | $ | 56,203 | |||||||
Repurchases of common stock during 2011 | 1,893,154 | $ | 13.39 | 25,354 | ||||||||
Cumulative balance at December 31, 2011 | 5,797,806 | $ | 14.07 | 81,557 | ||||||||
Repurchases of common stock during 2012 | 599,997 | $ | 15.72 | 9,434 | ||||||||
Cumulative balance at December 31, 2012 | 6,397,803 | $ | 14.22 | 90,991 | ||||||||
Repurchases of common stock during 2013 | 2,911,466 | $ | 20.27 | 59,007 | ||||||||
Cumulative balance at December 31, 2013 | 9,309,269 | $ | 16.11 | $ | 149,998 | |||||||
-1 | Average price paid per share includes commissions. | |||||||||||
Schedule Of Fair Value Of Stock Options Granted, Valuation Assumptions | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Expected term | 4.6 years | 4.6 years | 4.3 years | |||||||||
Expected volatility | 49.30% | 43.90% | 39.30% | |||||||||
Expected dividend yield | 0% | 0% | 0% | |||||||||
Risk-free interest rate | 1.74% | 0.85% | 0.96% | |||||||||
Weighted-average grant date fair value | $ | 5.51 | $ | 6.65 | $ | 9.52 | ||||||
Schedule Of Stock-Based Compensation Expense By Award Type | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Common stock options | $ | 3,712 | $ | 2,787 | $ | 2,817 | ||||||
Restricted stock units | 3,384 | 2,835 | 4,985 | |||||||||
Total stock-based compensation expense | $ | 7,096 | $ | 5,622 | $ | 7,802 | ||||||
Schedule Of Stock-Based Compensation Expense By Operating Function | ' | |||||||||||
Year Ended December 31, | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
Marketing and advertising | $ | 962 | $ | 1,215 | $ | 2,112 | ||||||
Customer care and enrollment | 344 | 321 | 342 | |||||||||
Technology and content | 1,669 | 1,021 | 1,641 | |||||||||
General and administrative | 4,121 | 3,065 | 3,707 | |||||||||
Total stock-based compensation expense | $ | 7,096 | $ | 5,622 | $ | 7,802 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Income Taxes [Abstract] | ' | |||||||||
Schedule Of Income Before Income Tax, Domestic And Foreign | ' | |||||||||
Year Ended December 31, | ||||||||||
2011 | 2012 | 2013 | ||||||||
United States | $ | 13,327 | $ | 13,475 | $ | 3,412 | ||||
Foreign | (143 | ) | (23 | ) | 228 | |||||
Income before provision for income taxes | $ | 13,184 | $ | 13,452 | $ | 3,640 | ||||
Schedule Of Components Of Income Tax Expense | ' | |||||||||
Year Ended December 31, | ||||||||||
2011 | 2012 | 2013 | ||||||||
Current: | ||||||||||
Federal | $ | 5,179 | $ | 5,009 | $ | 3,650 | ||||
State | 828 | 373 | 269 | |||||||
Total current | 6,007 | 5,382 | 3,919 | |||||||
Deferred: | ||||||||||
Federal | 620 | 819 | (1,914 | ) | ||||||
State | (167 | ) | 169 | (88 | ) | |||||
Total deferred | 453 | 988 | (2,002 | ) | ||||||
Provision for income taxes | $ | 6,460 | $ | 6,370 | $ | 1,917 | ||||
Schedule Of Effective Income Tax Rate Reconciliation | ' | |||||||||
Year Ended December 31, | ||||||||||
2011 | 2012 | 2013 | ||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||
State income taxes | 3 | 3.5 | 3.9 | |||||||
Non-qualified stock option shortfalls, net | 3.7 | 6.5 | — | |||||||
Lobbying | 7 | 4.7 | 17.4 | |||||||
Research and development tax credits | (0.5 | ) | — | (8.8 | ) | |||||
Stock-based compensation | 0.7 | 0.4 | 1.2 | |||||||
Section 162(m) limitation | — | 0.2 | 2.3 | |||||||
Other | 0.1 | (2.9 | ) | 1.7 | ||||||
Effective tax rate | 49 | % | 47.4 | % | 52.7 | % | ||||
Schedule Of Deferred Tax Assets And Liabilities | ' | |||||||||
As of December 31, | ||||||||||
2012 | 2013 | |||||||||
Deferred tax assets: | ||||||||||
Federal, state and foreign net operating loss carry forwards | $ | 2,995 | $ | 1,953 | ||||||
Federal and state tax credit carry forwards | 507 | 599 | ||||||||
Stock-based compensation | 3,963 | 4,584 | ||||||||
Accruals and reserves | 2,293 | 2,953 | ||||||||
Intangible assets | 1,175 | 1,969 | ||||||||
Other | 831 | 905 | ||||||||
Gross deferred tax assets | 11,764 | 12,963 | ||||||||
Valuation allowance | (612 | ) | (595 | ) | ||||||
Total deferred tax assets | 11,152 | 12,368 | ||||||||
Deferred tax liabilities – intangible assets | (3,125 | ) | (2,617 | ) | ||||||
Deferred tax liabilities – fixed assets | (1,001 | ) | (723 | ) | ||||||
Total net deferred tax assets | $ | 7,026 | $ | 9,028 | ||||||
Net deferred tax assets – current | $ | 4,098 | $ | 4,459 | ||||||
Net deferred tax assets – non-current | 2,928 | 4,569 | ||||||||
Total net deferred tax assets | $ | 7,026 | $ | 9,028 | ||||||
Schedule Of Unrecognized Tax Benefits Roll Forward | ' | |||||||||
Unrecognized Tax Benefits | ||||||||||
Balance at December 31, 2010 | $ | 3,287 | ||||||||
Increases based on tax positions related to the prior year | 23 | |||||||||
Additions based on tax positions related to the current year | 989 | |||||||||
Settlements | — | |||||||||
Balance at December 31, 2011 | 4,299 | |||||||||
Decreases based on tax positions related to the prior year | -45 | |||||||||
Additions based on tax positions related to the current year | 296 | |||||||||
Settlements | — | |||||||||
Balance at December 31, 2012 | 4,550 | |||||||||
Increases based on tax positions related to the prior year | 223 | |||||||||
Lapse of statute of limitations | -66 | |||||||||
Additions based on tax positions related to the current year | 890 | |||||||||
Settlements | — | |||||||||
Balance at December 31, 2013 | $ | 5,597 | ||||||||
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Net Income Per Share [Abstract] | ' | ||||||||
Schedule Of Computation Of Basic And Diluted Net Income Per Share | ' | ||||||||
Year Ended December 31, | |||||||||
2011 | 2012 | 2013 | |||||||
Basic: | |||||||||
Numerator: | |||||||||
Net income allocated to common stock | $ | 6,724 | $ | 7,082 | $ | 1,723 | |||
Denominator: | |||||||||
Net weighted average number of common stock shares outstanding | 20,947 | 19,867 | 19,145 | ||||||
Net income per share—basic: | $ | 0.32 | $ | 0.36 | $ | 0.09 | |||
Diluted: | |||||||||
Numerator: | |||||||||
Net income allocated to common stock | $ | 6,724 | $ | 7,082 | $ | 1,723 | |||
Denominator: | |||||||||
Net weighted average number of common stock shares outstanding | 20,947 | 19,867 | 19,145 | ||||||
Weighted average number of options | 693 | 774 | 548 | ||||||
Weighted average number of restricted stock units | 63 | 112 | 153 | ||||||
Total common stock shares used in per share calculation | 21,703 | 20,753 | 19,846 | ||||||
Net income per share—diluted: | $ | 0.31 | $ | 0.34 | $ | 0.09 | |||
Schedule Of Anti-dilutive Shares Excluded From Computation Of Net Income Per Share | ' | ||||||||
Year Ended December 31, | |||||||||
2011 | 2012 | 2013 | |||||||
Common stock options | 1,833 | 1,276 | 92 | ||||||
Restricted stock units | 85 | 4 | 6 | ||||||
Total | 1,918 | 1,280 | 98 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ||||||||
Schedule Of Future Minimum Rental Payments For Operating Leases | ' | ||||||||
Years Ending December 31, | Operating Lease Obligations | Service and Licensing Obligations | Total Obligations | ||||||
2014 | $ | 4,063 | $ | 1,055 | $ | 5,118 | |||
2015 | 2,725 | 245 | 2,970 | ||||||
2016 | 2,771 | - | 2,771 | ||||||
2017 | 2,762 | - | 2,762 | ||||||
2018 | 1,938 | - | 1,938 | ||||||
Thereafter | 4,565 | - | 4,565 | ||||||
Total | $ | 18,824 | $ | 1,300 | $ | 20,124 | |||
Operating_Segments_Geographic_1
Operating Segments, Geographic Information and Significant Customers (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Geographic Information And Significant Customers [Abstract] | ' | ||||||||||
Schedule Of Long Lived Assets By Geographical Areas | ' | ||||||||||
31-Dec-12 | 31-Dec-13 | ||||||||||
United States | $ | 37,037 | $ | 37,046 | |||||||
China | 278 | 347 | |||||||||
Total | $ | 37,315 | $ | 37,393 | |||||||
Schedule Of Revenue By Major Customers | ' | ||||||||||
Year Ended December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Humana | 8 | % | 18 | % | 21 | % | |||||
WellPoint (1) | 11 | % | 13 | % | 12 | % | |||||
UnitedHealthcare (2) | 13 | % | 12 | % | 11 | % | |||||
Aetna (3) | 8 | % | 8 | % | 10 | % | |||||
-1 | Wellpoint also includes other carriers owned by Wellpoint. | ||||||||||
-2 | UnitedHealthcare also includes other carriers owned by UnitedHealthcare. | ||||||||||
-3 | Aetna also includes other carriers owned by Aetna. | ||||||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Selected Quarterly Financial Information [Abstract] | ' | |||||||||||||||
Schedule Of Quarterly Financial Information (Unaudited) | ' | |||||||||||||||
2013 | 1st Quarter | 2ND Quarter | 3RD Quarter | 4TH Quarter | Year | |||||||||||
Revenue | $ | 43,207 | $ | 39,800 | $ | 42,008 | $ | 54,165 | $ | 179,180 | ||||||
Income (loss) from operations | 3,941 | 2,031 | 403 | -2,644 | 3,732 | |||||||||||
Net income (loss) | 2,361 | 1,146 | 174 | -1,960 | 1,723 | |||||||||||
Net income (loss) per share: | ||||||||||||||||
Basic | $ | 0.11 | $ | 0.06 | $ | 0.01 | $ | -0.11 | $ | 0.09 | ||||||
Diluted | $ | 0.11 | $ | 0.06 | $ | 0.01 | $ | -0.11 | $ | 0.09 | ||||||
2012 | 1st Quarter | 2ND Quarter | 3RD Quarter | 4TH Quarter | Year | |||||||||||
Revenue | $ | 37,075 | $ | 35,507 | $ | 37,586 | $ | 45,305 | $ | 155,473 | ||||||
Income from operations | 3,909 | 4,135 | 1,075 | 4,310 | 13,429 | |||||||||||
Net income | 2,125 | 2,305 | 205 | 2,447 | 7,082 | |||||||||||
Net income per share: | ||||||||||||||||
Basic | $ | 0.11 | $ | 0.12 | $ | 0.01 | $ | 0.12 | $ | 0.36 | ||||||
Diluted | $ | 0.10 | $ | 0.11 | $ | 0.01 | $ | 0.11 | $ | 0.34 | ||||||
Summary_of_Business_and_Signif3
Summary of Business and Significant Accounting Policies (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
state | |||
Summary Of Business And Significant Accounting Policies [Abstract] | ' | ' | ' |
Number of states in which the Company is licensed to market and sell health insurance | 50 | ' | ' |
Book-of-business transfers consideration, total to date | $13.90 | ' | ' |
Book-of-business transfers, consideration paid in 2012 | 6.3 | ' | ' |
Maximum amortization period in years of consideration transferred | '5 years | ' | ' |
Amortization expense of consideration | 3.1 | 2.7 | 0.8 |
Advertising expense | 63.4 | 50.3 | 49.2 |
Research and development expense | 10.1 | 8.4 | 7.3 |
401(k), employer matching contribution | 1.00% | ' | ' |
Matching contributions vesting period | '3 years | ' | ' |
Capitalized web development costs | $0.20 | ' | ' |
Maximum annual contribution per employee | 25.00% | ' | ' |
Summary_of_Business_and_Signif4
Summary of Business and Significant Accounting Policies (Schedule Of Property And Equipment Useful Life) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Computer Equipment And Software [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment useful life | '5 years |
Computer Equipment And Software [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment useful life | '3 years |
Office Equipment And Furniture [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment useful life | '5 years |
Leasehold Improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | 'Lesser of useful life (typically 5 to 10 years) or related lease term |
Leasehold Improvements [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment useful life | '10 years |
Leasehold Improvements [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment useful life | '5 years |
Balance_Sheet_Accounts_Narrati
Balance Sheet Accounts (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Accounts receivable | ' | $4,586,000 | $4,468,000 | ' |
Depreciation, Depletion and Amortization | ' | 3,300,000 | 2,400,000 | 2,400,000 |
Intangible asset impairment charge | 300,000 | ' | ' | ' |
Amortization of acquired intangible assets | ' | $1,414,000 | $1,615,000 | $2,046,000 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Number of significant customers | ' | 2 | 4 | ' |
Concentration risk, percentage | ' | 52.00% | 72.00% | ' |
Accounts Receivable [Member] | Customer One [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration risk, percentage | ' | 37.00% | 25.00% | ' |
Accounts Receivable [Member] | Customer Two [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration risk, percentage | ' | 15.00% | 22.00% | ' |
Accounts Receivable [Member] | Customer Three [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | 14.00% | ' |
Accounts Receivable [Member] | Customer Four [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | 11.00% | ' |
Balance_Sheet_Accounts_Schedul
Balance Sheet Accounts (Schedule of Cash and Cash Equivalents) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | ||||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ' | ' | ' | ' |
Cash | $16,935 | $27,484 | ' | ' |
Money Market Funds | 90,120 | 113,365 | ' | ' |
Total Cash and Cash Equivalents | $107,055 | $140,849 | $123,607 | $128,074 |
Balance_Sheet_Accounts_Schedul1
Balance Sheet Accounts (Schedule of Accounts Receivable) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Receivable, Net [Abstract] | ' | ' |
Accounts receivable - from other revenues | $2,322 | $3,319 |
Commissions receivable | 2,264 | 1,149 |
Total accounts receivable | $4,586 | $4,468 |
Balance_Sheet_Accounts_Schedul2
Balance Sheet Accounts (Schedule of Prepaid Expenses and Other Current Assets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Prepaid Expense, Current [Abstract] | ' | ' |
Book-of-business transfers, net (current) | $2,937 | $3,219 |
Income tax receivable | 1,405 | 1,133 |
Prepaid maintenance contracts (current) | 1,794 | 1,027 |
Prepaid insurance | 534 | 404 |
Prepaid rent | 364 | 269 |
Other assets (current) | 1,330 | 591 |
Prepaid expense and other current assets | $8,364 | $6,643 |
Balance_Sheet_Accounts_Schedul3
Balance Sheet Accounts (Schedule of Property and Equipment) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ' | ' |
Computer equipment and software | $14,929 | $13,393 |
Office equipment and furniture | 3,087 | 2,272 |
Leasehold improvements | 3,279 | 1,084 |
Property and equipment, gross | 21,295 | 16,749 |
Less accumulated depreciation and amortization | -11,012 | -10,564 |
Property and equipment, net | $10,283 | $6,185 |
Balance_Sheet_Accounts_Schedul4
Balance Sheet Accounts (Schedule of Other Assets) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other Assets, Noncurrent [Abstract] | ' | ' |
Book-of-business transfers, net (non-current) | $4,447 | $7,313 |
Security deposits | 466 | 506 |
Capitalized project costs | 280 | 153 |
Prepaid maintenance contracts (non-current) | 325 | 151 |
Other assets | $5,518 | $8,123 |
Balance_Sheet_Accounts_Schedul5
Balance Sheet Accounts (Schedule of Intangible Assets) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule Of Intangible Assets [Line Items] | ' | ' |
Gross carrying value | $13,069 | $13,069 |
Accumulated amortization | -5,880 | -4,465 |
Net carrying value | 7,189 | 8,604 |
Indefinite-lived trademarks | 307 | 307 |
Intangible assets | 7,496 | 8,911 |
Technology [Member] | ' | ' |
Schedule Of Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 1,752 | 1,752 |
Accumulated amortization | -1,277 | -933 |
Net carrying value | 475 | 819 |
Acquired finite-lived intangible assets, weighted average useful life | '1 year 4 months 24 days | ' |
Pharmacy And Customer Relationships [Member] | ' | ' |
Schedule Of Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 10,410 | 10,410 |
Accumulated amortization | -4,267 | -3,287 |
Net carrying value | 6,143 | 7,123 |
Acquired finite-lived intangible assets, weighted average useful life | '6 years 3 months 18 days | ' |
Trade Names, Trademarks and Website Addresses [Member] | ' | ' |
Schedule Of Intangible Assets [Line Items] | ' | ' |
Gross carrying value | 907 | 907 |
Accumulated amortization | -336 | -245 |
Net carrying value | $571 | $662 |
Acquired finite-lived intangible assets, weighted average useful life | '6 years 3 months 18 days | ' |
Balance_Sheet_Accounts_Schedul6
Balance Sheet Accounts (Schedule of Intangible Asset Future Amortization Expense) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, amortization expense, 2014 | $1,415 | ' |
Finite-lived intangible assets, amortization expense, 2015 | 1,188 | ' |
Finite-lived intangible assets, amortization expense, 2016 | 1,075 | ' |
Finite-lived intangible assets, amortization expense, 2017 | 1,075 | ' |
Finite-lived intangible assets, amortization expense, 2018 | 1,052 | ' |
Finite-lived intangible assets, amortization expense, thereafter | 1,384 | ' |
Total finite-lived intangible assets, net | 7,189 | 8,604 |
Technology [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, amortization expense, 2014 | 345 | ' |
Finite-lived intangible assets, amortization expense, 2015 | 118 | ' |
Finite-lived intangible assets, amortization expense, 2016 | 5 | ' |
Finite-lived intangible assets, amortization expense, 2017 | 5 | ' |
Finite-lived intangible assets, amortization expense, 2018 | 2 | ' |
Total finite-lived intangible assets, net | 475 | 819 |
Pharmacy And Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, amortization expense, 2014 | 979 | ' |
Finite-lived intangible assets, amortization expense, 2015 | 979 | ' |
Finite-lived intangible assets, amortization expense, 2016 | 979 | ' |
Finite-lived intangible assets, amortization expense, 2017 | 979 | ' |
Finite-lived intangible assets, amortization expense, 2018 | 959 | ' |
Finite-lived intangible assets, amortization expense, thereafter | 1,268 | ' |
Total finite-lived intangible assets, net | 6,143 | 7,123 |
Trade Names, Trademarks and Website Addresses [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, amortization expense, 2014 | 91 | ' |
Finite-lived intangible assets, amortization expense, 2015 | 91 | ' |
Finite-lived intangible assets, amortization expense, 2016 | 91 | ' |
Finite-lived intangible assets, amortization expense, 2017 | 91 | ' |
Finite-lived intangible assets, amortization expense, 2018 | 91 | ' |
Finite-lived intangible assets, amortization expense, thereafter | 116 | ' |
Total finite-lived intangible assets, net | $571 | $662 |
Balance_Sheet_Accounts_Schedul7
Balance Sheet Accounts (Schedule of Other Current Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Other Liabilities, Current [Abstract] | ' | ' |
Payable to carriers - estimate for forfeitures | $1,860 | $1,245 |
Professional fees | 380 | 154 |
Other accrued liabilities | 321 | 176 |
Total other current liabilities | $2,561 | $1,575 |
Balance_Sheet_Accounts_Schedul8
Balance Sheet Accounts (Schedule of Non-Current Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Noncurrent Liabilities[Abstract] | ' | ' |
Deferred rent b non-current | $1,210 | $301 |
Income tax payable b non-current | 4,493 | 3,860 |
Other non-current liabilities | 462 | 464 |
Total non-current liabilities | $6,165 | $4,625 |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 2 Months Ended | 12 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Mar. 11, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | |||
Total fair value of options vested | ' | $3.30 | $2.40 | $4.60 | ' | |||
Weighted-average grant date fair value of options granted | ' | $9.52 | $6.65 | $5.51 | ' | |||
Unrecognized stock-based compensation, options | ' | 5.5 | ' | ' | ' | |||
Unrecognized stock-based compensation, restricted stock units | ' | 10.7 | ' | ' | ' | |||
Total fair value of restricted stock units vested | ' | 3.5 | 3.8 | 1.8 | ' | |||
Stock repurchase program, authorized amount | 60 | ' | 30 | ' | ' | |||
Aggregate number of shares repurchased under stock repurchase program | ' | ' | 2,200,000 | ' | ' | |||
Cost of repurchased shares under stock repurchase program | ' | ' | $30 | ' | ' | |||
Average price per share of stock repurchased under stock repurchase program | ' | $20.27 | [1] | $15.72 | [1] | $13.39 | [1] | ' |
Treasury stock shares purchased | ' | 9,309,269 | 6,397,803 | 5,797,806 | 3,904,652 | |||
Shares surrendered to satisfy tax withholding requirements | ' | 210,017 | ' | ' | ' | |||
Treasury stock number of shares held | ' | 9,519,286 | 6,556,303 | ' | ' | |||
Common stock options [Member] | ' | ' | ' | ' | ' | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | |||
Weighted-average vesting term for unvested options | ' | '2 years 10 months 24 days | ' | ' | ' | |||
Restricted stock units [Member] | ' | ' | ' | ' | ' | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | |||
Weighted-average vesting term for unvested options | ' | '2 years 3 months 18 days | ' | ' | ' | |||
[1] | Average price paid per share includes commissions. |
Stockholders_Equity_Schedule_o
Stockholders' Equity (Schedule of Shares Reserved) (Details) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | ||||
In Thousands, unless otherwise specified | ||||||||
Consolidated Statements of Stockholders' Equity [Abstract] | ' | ' | ' | ' | ||||
Stock options issued and outstanding | 1,979 | 2,956 | 3,412 | 3,491 | ||||
Restricted stock units issued and outstanding | 779 | [1] | 381 | [1] | 474 | [1] | 370 | [1] |
Shares available for grant | 4,085 | [2] | 3,982 | [2] | 3,870 | [2] | 3,283 | [2] |
Total shares reserved | 6,843 | 7,319 | ' | ' | ||||
[1] | Includes restricted stock units with both service and performance-based vesting criteria granted to our executive officers. | |||||||
[2] | Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. |
Stockholders_Equity_Schedule_o1
Stockholders' Equity (Schedule of Stock Plan Activity) (Details) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Consolidated Statement of Stockholders' Equity [Abstract] | ' | ' | ' | |||
Shares available for grant | 3,982 | [1] | 3,870 | [1] | 3,283 | [1] |
Reduction in number of authorized shares | ' | -2 | [1],[2] | -5 | [1],[2] | |
Additional shares authorized | 818 | [1],[3] | 795 | [1],[3] | 863 | [1],[3] |
Restricted stock units granted | -595 | [1],[4],[5] | -265 | [1],[4],[5] | -323 | [1],[4],[5] |
Options granted | -227 | [1] | -846 | [1] | -278 | [1] |
Restricted stock units cancelled | 24 | [1],[5],[6] | 121 | [1],[5],[6] | 79 | [1],[5],[6] |
Options cancelled | 83 | [1] | 309 | [1] | 251 | [1] |
Shares available for grant | 4,085 | [1] | 3,982 | [1] | 3,870 | [1] |
[1] | Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. | |||||
[2] | The 1998 and 2005 Stock Plans were terminated with respect to the grant of additional shares upon the effective date of the registration statement related to our initial public offering in October 2006, resulting in reductions in the total number of shares authorized for issuance. | |||||
[3] | On January 1, 2011, 2012 and 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. | |||||
[4] | 2011, 2012 and 2013 include grants of restricted stock units with both service and performance-based vesting criteria to our executive officers. | |||||
[5] | Includes restricted stock units with both service and performance-based vesting criteria granted to our executive officers. | |||||
[6] | 2011, 2012 and 2013 include cancelled restricted stock units with both service and performance-based vesting criteria. |
Stockholders_Equity_Schedule_o2
Stockholders' Equity (Schedule of Option Activity Under Stock Plans) (Details) (USD $) | 12 Months Ended | |||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | ||||
Stockholders Equity [Abstract] | ' | ' | ' | ' | ||||
Stock options issued and outstanding | 2,956 | 3,412 | 3,491 | ' | ||||
Options granted | 227 | [1] | 846 | [1] | 278 | [1] | ' | |
Options exercised | -1,121 | -993 | -106 | ' | ||||
Options cancelled | -83 | [1] | -309 | [1] | -251 | [1] | ' | |
Stock options issued and outstanding | 1,979 | 2,956 | 3,412 | 3,491 | ||||
Options vested and expected to vest | 1,919 | ' | ' | ' | ||||
Options exercisable | 1,202 | ' | ' | ' | ||||
Weighted-average exercise price, balance outstanding | $13.41 | $11.36 | $11.62 | ' | ||||
Weighted-average exercise price, granted | $28.82 | $17.76 | $12.93 | ' | ||||
Weighted-average exercise price, exercised | $8.22 | $8.51 | $8.50 | ' | ||||
Weighted-average exercise price, cancelled | $18.40 | $18.39 | $17.93 | ' | ||||
Weighted-average exercise price, balance outstanding | $17.91 | $13.41 | $11.36 | $11.62 | ||||
Weighted-average exercise price, vested and expected to vest | $17.80 | ' | ' | ' | ||||
Weighted-average exercise price, exercisable | $16.27 | ' | ' | ' | ||||
Weighted-average remaining contractual life (years), balance outstanding at December 31, 2011 | '4 years 2 months 12 days | '3 years 10 months 28 days | '3 years 9 months 18 days | '4 years 8 months 9 days | ||||
Weighted-average remaining contractual life (years), vested and expected to Vest | '4 years 1 month 24 days | ' | ' | ' | ||||
Weighted-average remaining contractual life (years), exercisable | '3 years 3 months 26 days | ' | ' | ' | ||||
Weighted-average remaining contractual life (years), balance outstanding | '4 years 2 months 12 days | '3 years 10 months 28 days | '3 years 9 months 18 days | '4 years 8 months 9 days | ||||
Aggregate intrinsic value, balance outstanding | $41,642 | [2] | $17,078 | [2] | $16,349 | [2] | ' | |
Aggregate intrinsic value, exercised | 22,486 | [2] | 10,512 | [2] | 638 | [2] | ' | |
Aggregate intrinsic value, vested and expected to vest | 55,046 | [2] | ' | ' | ' | |||
Aggregate intrinsic value, exercisable | 36,322 | [2] | ' | ' | ' | |||
Aggregate intrinsic value, balance outstanding | $56,569 | [2] | $41,642 | [2] | $17,078 | [2] | $16,349 | [2] |
[1] | Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. | |||||||
[2] | The aggregate intrinsic value is calculated as the difference between eHealthbs closing stock price as of December 31 of each year presented and the exercise price of in-the-money options as of those dates. |
Stockholders_Equity_Schedule_o3
Stockholders' Equity (Schedule of Restricted Stock Unit Activity Under Stock Plans) (Details) (USD $) | 12 Months Ended | |||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | ||||
Stockholders Equity [Abstract] | ' | ' | ' | ' | ||||
Restricted Stock Units Issued And Outstanding | 381 | [1] | 474 | [1] | 370 | [1] | ' | |
Restricted Stock Units Granted | 595 | [1],[2],[3] | 265 | [1],[2],[3] | 323 | [1],[2],[3] | ' | |
Restricted Stock Units Vested | -173 | [1] | -237 | [1] | -140 | [1] | ' | |
Restricted Stock Units Cancelled | -24 | [1],[2],[4] | -121 | [1],[2],[4] | -79 | [1],[2],[4] | ' | |
Restricted Stock Units Issued And Outstanding | 779 | [1] | 381 | [1] | 474 | [1] | 370 | [1] |
Weighted-Average Grant Date Fair Value, Balance | $16.21 | $14.72 | $17.80 | ' | ||||
Weighted-average Grant Date Fair Value, Granted | $20.73 | $17.61 | $12.55 | ' | ||||
Weighted-Average Grant Date Fair Value, Vested | $15.78 | $15.49 | $17.59 | ' | ||||
Weighted-Average Grant Date Fair Value, Cancelled | $17.33 | $14.04 | $16.06 | ' | ||||
Weighted-Average Grant Date Fair Value, Balance | $19.57 | $16.21 | $14.72 | $17.80 | ||||
Weighted-Average Remaining Contractual Life (years) | '2 years 3 months 18 days | '2 years 2 months 19 days | '1 year 11 months 1 day | '2 years 2 months 19 days | ||||
Aggregate Intrinsic Value, Balance Outstanding | $36,220 | [5] | $10,464 | [5] | $6,958 | [5] | $4,816 | [5] |
[1] | Includes restricted stock units with both service and performance-based vesting criteria granted to our executive officers. | |||||||
[2] | Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. | |||||||
[3] | 2011, 2012 and 2013 include grants of restricted stock units with both service and performance-based vesting criteria to our executive officers. | |||||||
[4] | 2011, 2012 and 2013 include cancelled restricted stock units with both service and performance-based vesting criteria. | |||||||
[5] | The aggregate intrinsic value is calculated as eHealthbs closing stock price as of DecemberB 31 multiplied by the number of restricted stock units outstanding. |
Stockholders_Equity_Schedule_o4
Stockholders' Equity (Schedule of Stock Repurchase Activity Under Stock Repurchase Programs) (Details) (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Stockholders Equity [Abstract] | ' | ' | ' | |||
Total Number Of Shares Purchased, Cumulative Balance | 6,397,803 | 5,797,806 | 3,904,652 | |||
Total Number of Shares Purchased, Repurchases of common stock | 2,911,466 | 599,997 | 1,893,154 | |||
Total Number Of Shares Purchased, Cumulative Balance | 9,309,269 | 6,397,803 | 5,797,806 | |||
Average Price Paid per Share, Cumulative Balance | $14.22 | [1] | $14.07 | [1] | $14.39 | [1] |
Average Price Paid per Share, Repurchases of common stock | $20.27 | [1] | $15.72 | [1] | $13.39 | [1] |
Average Price Paid per Share, Cumulative Balance | $16.11 | [1] | $14.22 | [1] | $14.07 | [1] |
Amount of Repurchase, Cumulative Balance | $90,991 | $81,557 | $56,203 | |||
Amount of Repurchase, Repurchases of Common Stock | 59,007 | 9,434 | 25,354 | |||
Amount of Repurchase, Cumulative Balance | $149,998 | $90,991 | $81,557 | |||
[1] | Average price paid per share includes commissions. |
Stockholders_Equity_Schedule_o5
Stockholders' Equity (Schedule of Fair Value of Stock Options, Valuation Assumptions) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stockholders Equity [Abstract] | ' | ' | ' |
Expected term | '4 years 3 months 18 days | '4 years 7 months 6 days | '4 years 7 months 6 days |
Expected volatility | 39.30% | 43.90% | 49.30% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.96% | 0.85% | 1.74% |
Weighted-average grant-date fair value | $9.52 | $6.65 | $5.51 |
Stockholders_Equity_Schedule_o6
Stockholders' Equity (Schedule of Stock-Based Compensation Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Stockholders Equity [Abstract] | ' | ' | ' |
Common stock options | $2,817 | $2,787 | $3,712 |
Restricted stock units | 4,985 | 2,835 | 3,384 |
Total stock-based compensation expense | $7,802 | $5,622 | $7,096 |
Stockholders_Equity_Schedule_o7
Stockholders' Equity (Schedule of Stock-Based Compensation Expense By Operating Function) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Component Of Stock Based Compensation Expense [Line Items] | ' | ' | ' |
Total Stock-Based Compensation Expense | $7,802 | $5,622 | $7,096 |
Marketing And Advertising [Member] | ' | ' | ' |
Component Of Stock Based Compensation Expense [Line Items] | ' | ' | ' |
Total Stock-Based Compensation Expense | 2,112 | 1,215 | 962 |
Customer Care And Enrollment [Member] | ' | ' | ' |
Component Of Stock Based Compensation Expense [Line Items] | ' | ' | ' |
Total Stock-Based Compensation Expense | 342 | 321 | 344 |
Technology And Content [Member] | ' | ' | ' |
Component Of Stock Based Compensation Expense [Line Items] | ' | ' | ' |
Total Stock-Based Compensation Expense | 1,641 | 1,021 | 1,669 |
General And Administrative [Member] | ' | ' | ' |
Component Of Stock Based Compensation Expense [Line Items] | ' | ' | ' |
Total Stock-Based Compensation Expense | $3,707 | $3,065 | $4,121 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' |
Effective income tax rate | 52.70% | 47.40% | 49.00% | ' |
State net operating loss portion resulting from option exercises | $59,400,000 | ' | ' | ' |
Unrecognized tax benefits | 5,597,000 | 4,550,000 | 4,299,000 | 3,287,000 |
Excess tax benefits from stock-based compensation | 3,383,000 | 4,466,000 | 4,690,000 | ' |
Tax credit carry forwards | 599,000 | 507,000 | ' | ' |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 4,600,000 | 3,700,000 | ' | ' |
Federal Tax Authority [Member] | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' |
Operating loss carry forwards | 9,100,000 | ' | ' | ' |
Annual limitation of operating loss carry forward | 2,500,000 | ' | ' | ' |
Tax credit carry forwards | 1,600,000 | ' | ' | ' |
State Tax Jurisdiction [Member] | ' | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' | ' |
Operating loss carry forwards | 70,900,000 | ' | ' | ' |
Annual limitation of operating loss carry forward | 100,000 | ' | ' | ' |
Operating loss carry forwards subject to an annual limitations | 2,500,000 | ' | ' | ' |
Tax credit carry forwards | $1,200,000 | ' | ' | ' |
Income_Taxes_Schedule_of_Compo
Income Taxes (Schedule of Components of Pre-Tax Income) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Abstract] | ' | ' | ' |
Doemstic pre-tax income | $3,412 | $13,475 | $13,327 |
Foreign pre-tax loss | 228 | -23 | -143 |
Income before provision for income taxes | $3,640 | $13,452 | $13,184 |
Income_Taxes_Schedule_of_Curre
Income Taxes (Schedule of Current and Deferred Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Abstract] | ' | ' | ' |
Current federal tax expense | $3,650 | $5,009 | $5,179 |
Current state tax expense | 269 | 373 | 828 |
Total current income tax expense | 3,919 | 5,382 | 6,007 |
Deferred federal income tax expense (benefit) | -1,914 | 819 | 620 |
Deferred state income tax expense (benefit) | -88 | 169 | -167 |
Total deferred income tax expense (benefit) | -2,002 | 988 | 453 |
Provision for income taxes | $1,917 | $6,370 | $6,460 |
Income_Taxes_Income_Tax_Rate_R
Income Taxes (Income Tax Rate Reconciliation Schedule) (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ' | ' | ' |
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State income taxes | 3.90% | 3.50% | 3.00% |
Non-qualified stock option shortfalls, net | ' | 6.50% | 3.70% |
Lobbying expenses | 17.40% | 4.70% | 7.00% |
Research and development tax credits | -8.80% | ' | -0.50% |
Stock-based compensation | 1.20% | 0.40% | 0.70% |
Section 162(m) limitation | 2.30% | 0.20% | ' |
Other | 1.70% | -2.90% | 0.10% |
Effective income tax rate | 52.70% | 47.40% | 49.00% |
Income_Taxes_Schedule_of_Defer
Income Taxes (Schedule of Deferred Tax Assets, Net) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Federal, state and foreign net operating loss carry forwards | $1,953 | $2,995 |
Tax credit carry forwards | 599 | 507 |
Stock-based compensation | 4,584 | 3,963 |
Accruals and reserves | 2,953 | 2,293 |
Intangible assets | 1,969 | 1,175 |
Other | 905 | 831 |
Gross deferred tax assets | 12,963 | 11,764 |
Valuation allowance | -595 | -612 |
Total deferred tax assets | 12,368 | 11,152 |
Deferred tax liabilities b intangible assets | -2,617 | -3,125 |
Deferred tax liabilities b fixed assets | -723 | -1,001 |
Total net deferred tax assets | 9,028 | 7,026 |
Net deferred tax assets - current | 4,459 | 4,098 |
Net deferred tax assets b non-current | $4,569 | $2,928 |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Unrecognized Tax Benefits Schedule) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' | ' |
Unrecognized tax benefits | $4,550 | $4,299 | $3,287 |
Decreases based on tax positions related to the prior year | ' | -45 | ' |
Increases based on tax positions related to the prior year | 223 | ' | 23 |
Lapse of statute of limitations | -66 | ' | ' |
Additions based on tax positions related to the current year | 890 | 296 | 989 |
Settlements | ' | ' | ' |
Unrecognized tax benefits | $5,597 | $4,550 | $4,299 |
Net_Income_Per_Share_Schedule_
Net Income Per Share (Schedule of Computation of Basic and Diluted Net Income Per Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Net Income Per Share [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income allocated to common stock | ($1,960) | $174 | $1,146 | $2,361 | $2,447 | $205 | $2,305 | $2,125 | $1,723 | $7,082 | $6,724 |
Net weighted average number of common stock shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 19,145 | 19,867 | 20,947 |
Net income per share-basic | ($0.11) | $0.01 | $0.06 | $0.11 | $0.12 | $0.01 | $0.12 | $0.11 | $0.09 | $0.36 | $0.32 |
Weighted average number of options | ' | ' | ' | ' | ' | ' | ' | ' | 548 | 774 | 693 |
Weighted average number of restricted stock units | ' | ' | ' | ' | ' | ' | ' | ' | 153 | 112 | 63 |
Total common stock shares used in per share calculation | ' | ' | ' | ' | ' | ' | ' | ' | 19,846 | 20,753 | 21,703 |
Net income per share-diluted | ($0.11) | $0.01 | $0.06 | $0.11 | $0.11 | $0.01 | $0.11 | $0.10 | $0.09 | $0.34 | $0.31 |
Net_Income_Per_Share_Schedule_1
Net Income Per Share (Schedule of Anti-Dilutive Shares Excluded from Computation Of Net Income Per Share) (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Total | 98 | 1,280 | 1,918 |
Common stock options [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Total | 92 | 1,276 | 1,833 |
Restricted stock units [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Total | 6 | 4 | 85 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' |
Future minimum payments related to operating lease | $20,124,000 | ' | ' |
Standby letter of credit | 600,000 | ' | ' |
Reduction of stanby letter of credit financial guarantee amount, percentage | 25.00% | ' | ' |
Operating leases, rent expense, net | 4,800,000 | 4,300,000 | 4,000,000 |
Mountain View, California lease agreement [Member] | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' |
Operating lease term | '10 years | ' | ' |
Base rent of operating lease | 600,000 | ' | ' |
Operating lease, percentage of annual base rent increase | 3.00% | ' | ' |
Future minimum payments related to operating lease | 7,000,000 | ' | ' |
Westford, Massachusetts Lease Agreement [Member] | ' | ' | ' |
Commitments And Contingencies Disclosure [Line Items] | ' | ' | ' |
Operating lease term | '5 years 3 months | ' | ' |
Office space, square feet | 20,000 | ' | ' |
Future minimum payments related to operating lease | $2,100,000 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Schedule of Future Minimum Obligations) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Line Items] | ' |
Operating leases, future minimum payments due 2014 | $5,118 |
Operating leases, future minimum payments due 2015 | 2,970 |
Operating leases, future minimum payments due 2016 | 2,771 |
Operating leases, future minimum payments due 2017 | 2,762 |
Operating leases, future minimum payments due 2018 | 1,938 |
Operating leases, future minimum payments due thereafter | 4,565 |
Operating leases, total future minimum payments due | 20,124 |
Operating Lease Obligations | ' |
Commitments And Contingencies Disclosure [Line Items] | ' |
Operating leases, future minimum payments due 2014 | 4,063 |
Operating leases, future minimum payments due 2015 | 2,725 |
Operating leases, future minimum payments due 2016 | 2,771 |
Operating leases, future minimum payments due 2017 | 2,762 |
Operating leases, future minimum payments due 2018 | 1,938 |
Operating leases, future minimum payments due thereafter | 4,565 |
Operating leases, total future minimum payments due | 18,824 |
Service And Licensing Obligations | ' |
Commitments And Contingencies Disclosure [Line Items] | ' |
Operating leases, future minimum payments due 2014 | 1,055 |
Operating leases, future minimum payments due 2015 | 245 |
Operating leases, total future minimum payments due | $1,300 |
Operating_Segments_Geographic_2
Operating Segments, Geographic Information and Significant Customers (Details) (Commission Revenue [Member], Individual and family insurance plans) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Commission Revenue [Member] | Individual and family insurance plans | ' | ' | ' |
Commission Revenue Components [Line Items] | ' | ' | ' |
Concentration risk, percentage | 69.00% | 75.00% | 86.00% |
Operating_Segments_Geographic_3
Operating Segments, Geographic Information and Significant Customers (Schedule Of Long-Lived Assets By Geographical Area) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Geographic Information And Significant Customers [Abstract] | ' | ' |
United States | $37,046 | $37,037 |
China | 347 | 278 |
Total | $37,393 | $37,315 |
Operating_Segments_Geographic_4
Operating Segments, Geographic Information and Significant Customers (Schedule of Revenue by Major Customers) (Details) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Humana | ' | ' | ' | |||
Revenue, Major Customer [Line Items] | ' | ' | ' | |||
Major customer revenue, percentage | 21.00% | 18.00% | 8.00% | |||
WellPoint | ' | ' | ' | |||
Revenue, Major Customer [Line Items] | ' | ' | ' | |||
Major customer revenue, percentage | 12.00% | [1] | 13.00% | [1] | 11.00% | [1] |
UnitedHealthcare | ' | ' | ' | |||
Revenue, Major Customer [Line Items] | ' | ' | ' | |||
Major customer revenue, percentage | 11.00% | [2] | 12.00% | [2] | 13.00% | [2] |
Aetna | ' | ' | ' | |||
Revenue, Major Customer [Line Items] | ' | ' | ' | |||
Major customer revenue, percentage | 10.00% | [3] | 8.00% | [3] | 8.00% | [3] |
[1] | Wellpoint also includes other carriers owned by Wellpoint. | |||||
[2] | UnitedHealthcare also includes other carriers owned by UnitedHealthcare.Aetna also includes other carriers owned by Aetna. | |||||
[3] | Aetna also includes other carriers owned by Aetna. |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data Unaudited (Schedule of Selected Quarterly Financial Data) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Selected Quarterly Financial Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $54,165 | $42,008 | $39,800 | $43,207 | $45,305 | $37,586 | $35,507 | $37,075 | $179,180 | $155,473 | $151,648 |
Income (loss) from operations | -2,644 | 403 | 2,031 | 3,941 | 4,310 | 1,075 | 4,135 | 3,909 | 3,732 | 13,429 | 13,237 |
Net income (loss) | ($1,960) | $174 | $1,146 | $2,361 | $2,447 | $205 | $2,305 | $2,125 | $1,723 | $7,082 | $6,724 |
Basic | ($0.11) | $0.01 | $0.06 | $0.11 | $0.12 | $0.01 | $0.12 | $0.11 | $0.09 | $0.36 | $0.32 |
Diluted | ($0.11) | $0.01 | $0.06 | $0.11 | $0.11 | $0.01 | $0.11 | $0.10 | $0.09 | $0.34 | $0.31 |