Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | eHealth, Inc. | ||
Entity Central Index Key | 1,333,493 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 18,145,163 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 97,512,232 | ||
Trading Symbol | EHTH |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 62,710 | $ 51,415 |
Accounts receivable | 9,647 | 8,200 |
Deferred income taxes | 0 | 386 |
Prepaid expenses and other current assets | 5,185 | 6,474 |
Total current assets | 77,542 | 66,475 |
Property and equipment, net | 7,364 | 9,640 |
Other assets | 4,697 | 5,679 |
Intangible assets, net | 9,620 | 10,774 |
Goodwill | 14,096 | 14,096 |
Total assets | 113,319 | 106,664 |
Current liabilities: | ||
Accounts payable | 3,012 | 5,961 |
Accrued compensation and benefits | 14,386 | 8,204 |
Accrued marketing expenses | 10,698 | 8,707 |
Deferred revenue | 392 | 869 |
Accrued restructuring | 223 | 0 |
Other current liabilities | 3,225 | 2,996 |
Total current liabilities | 31,936 | 26,737 |
Non-current liabilities | 4,962 | 6,449 |
Commitments and contingencies (see Note 7) | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock: $0.001 par value; Authorized shares: 10,000,000; Issued and outstanding shares: none | 0 | 0 |
Common stock: $0.001 par value; Authorized shares: 100,000,000; Issued shares 28,775,918 and 29,170,903 at December 31, 2014 and 2015, respectively; Outstanding shares: 17,830,311 and 18,144,970 at December 31, 2014 and 2015, respectively | 29 | 29 |
Additional paid-in capital | 266,699 | 259,007 |
Treasury stock, at cost: 10,945,607 and 11,025,933 shares at December 31, 2014 and 2015, respectively | (199,998) | (199,998) |
Retained earnings | 9,498 | 14,261 |
Accumulated other comprehensive income | 193 | 179 |
Total stockholders’ equity | 76,421 | 73,478 |
Total liabilities and stockholders’ equity | $ 113,319 | $ 106,664 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 29,170,903 | 28,775,918 |
Common Stock, shares outstanding | 18,144,970 | 17,830,311 |
Treasury stock shares | 11,025,933 | 10,945,607 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | |||
Commission | $ 171,257 | $ 158,626 | $ 153,383 |
Other | 18,284 | 21,051 | 25,797 |
Total revenue | 189,541 | 179,677 | 179,180 |
Operating costs and expenses: | |||
Cost of revenue | 4,178 | 4,494 | 5,461 |
Marketing and advertising | 75,571 | 69,732 | 71,660 |
Customer care and enrollment | 42,540 | 42,745 | 35,099 |
Technology and content | 36,351 | 40,390 | 32,579 |
General and administrative | 30,858 | 27,549 | 29,235 |
Restructuring charges | 4,541 | 0 | 0 |
Amortization of intangible assets | 1,153 | 1,529 | 1,414 |
Total operating costs and expenses | 195,192 | 186,439 | 175,448 |
Income (loss) from operations | (5,651) | (6,762) | 3,732 |
Other income (expense), net | 45 | (98) | (92) |
Income (loss) before provision (benefit) for income taxes | (5,606) | (6,860) | 3,640 |
Provision (benefit) for income taxes | (843) | 9,345 | 1,917 |
Net income (loss) | $ (4,763) | $ (16,205) | $ 1,723 |
Net income per share: | |||
Basic (in usd per share) | $ (0.26) | $ (0.88) | $ 0.09 |
Diluted (in usd per share) | $ (0.26) | $ (0.88) | $ 0.09 |
Weighted-average number of shares used in per share amounts: | |||
Basic (in shares) | 18,008 | 18,367 | 19,145 |
Diluted (in shares) | 18,008 | 18,367 | 19,846 |
Foreign currency translation adjustment, net of taxes | $ 14 | $ 19 | $ (25) |
Comprehensive income (loss) | $ (4,749) | $ (16,186) | $ 1,698 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income [Member] |
Balance, shares at Dec. 31, 2012 | 27,006 | 6,556 | ||||
Beginning Balance at Dec. 31, 2012 | $ 170,867 | $ 27 | $ 232,903 | $ (90,991) | $ 28,743 | $ 185 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards | 8,274 | $ 1 | 8,273 | |||
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 | ||||
Stock-based compensation expense | 7,802 | 7,802 | ||||
Excess tax benefits from stock-based compensation | 3,383 | 3,383 | ||||
Foreign currency translation adjustment, net of taxes | (25) | (25) | ||||
Repurchases of common stock, shares | (2,911) | |||||
Repurchase of common stock | (59,007) | $ (59,007) | ||||
Net income | 1,723 | 1,723 | ||||
Balance, shares at Dec. 31, 2013 | 28,300 | 9,519 | ||||
Ending Balance at Dec. 31, 2013 | 133,017 | $ 28 | 252,361 | $ (149,998) | 30,466 | 160 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards | 596 | $ 1 | 595 | |||
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 | 476 | 72 | ||||
Stock-based compensation expense | 5,904 | 5,904 | ||||
Excess tax benefits from stock-based compensation | 147 | 147 | ||||
Foreign currency translation adjustment, net of taxes | 19 | 19 | ||||
Repurchases of common stock, shares | (1,355) | |||||
Repurchase of common stock | (50,000) | $ (50,000) | ||||
Net income | (16,205) | (16,205) | ||||
Balance, shares at Dec. 31, 2014 | 28,776 | 10,946 | ||||
Ending Balance at Dec. 31, 2014 | 73,478 | $ 29 | 259,007 | $ (199,998) | 14,261 | 179 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards | 662 | $ 0 | 662 | $ 0 | ||
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 | 395 | 80 | ||||
Stock-based compensation expense | 7,030 | 7,030 | ||||
Foreign currency translation adjustment, net of taxes | 14 | 14 | ||||
Net income | (4,763) | (4,763) | ||||
Balance, shares at Dec. 31, 2015 | 29,171 | 11,026 | ||||
Ending Balance at Dec. 31, 2015 | $ 76,421 | $ 29 | $ 266,699 | $ (199,998) | $ 9,498 | $ 193 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities | |||
Net income | $ (4,763) | $ (16,205) | $ 1,723 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Deferred income taxes | 101 | 9,163 | (1,368) |
Depreciation and amortization | 4,148 | 4,192 | 3,266 |
Amortization of internally developed software | 627 | 483 | 0 |
Amortization of book-of-business consideration | 2,006 | 1,998 | 3,147 |
Amortization of intangible assets | 1,153 | 1,529 | 1,414 |
Stock-based compensation expense | 7,002 | 5,877 | 7,802 |
Deferred rent and other | 106 | 154 | 927 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,447) | (3,614) | (118) |
Prepaid expenses and other assets | 997 | (1,033) | (2,257) |
Accounts payable | (2,949) | 1,581 | (1,742) |
Accrued compensation and benefits | 6,180 | (2,084) | 2,026 |
Accrued marketing expenses | 1,991 | 480 | 4,285 |
Deferred revenue | (642) | (1,143) | 885 |
Accrued restructuring charges | 433 | 0 | 0 |
Other liabilities | (1,247) | 401 | 957 |
Net cash provided by operating activities | 13,696 | 1,779 | 20,947 |
Investing activities | |||
Purchases of property and equipment and other assets | (2,996) | (3,604) | (7,326) |
Purchase of intangible asset | 0 | (4,500) | 0 |
Net cash used in investing activities | (2,996) | (8,104) | (7,326) |
Financing activities | |||
Net proceeds from exercise of common stock options | 1,572 | 4,112 | 9,217 |
Cash used to net-share settle equity awards | (922) | (3,516) | (943) |
Excess tax benefits from stock-based compensation | 0 | 147 | 3,383 |
Repurchase of common stock | 0 | (50,000) | (59,007) |
Principal payments in connection with capital leases | (73) | (74) | (53) |
Net cash provided by (used in) financing activities | 577 | (49,331) | (47,403) |
Effect of exchange rate changes on cash and cash equivalents | 18 | 16 | (12) |
Net increase (decrease) in cash and cash equivalents | 11,295 | (55,640) | (33,794) |
Cash and cash equivalents at beginning of period | 51,415 | 107,055 | 140,849 |
Cash and cash equivalents at end of period | 62,710 | 51,415 | 107,055 |
Supplemental disclosure of non-cash activities | |||
Capital lease obligations incurred | 156 | 93 | 30 |
Settlement of receivables in connection with purchase of intangible asset | 0 | 307 | 0 |
Supplemental disclosure of cash flows | |||
Cash paid for interest | 34 | 26 | 21 |
Cash paid for income taxes, net of refunds | $ 6 | $ 5 | $ 53 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary Of Business And Significant Accounting Policies | Summary of Business and Significant Accounting Policies Description of Business— eHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is the leading private 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, www.Medicare.com and www.PlanPrescriber.com) , consumers can get quotes from leading health insurance carriers, compare plans side-by-side, and apply for and purchase Medicare-related, individual and family, small business and ancillary health insurance plans. We actively market the availability of Medicare-related insurance plans and offer Medicare plan comparison tools and educational materials for Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. Our ecommerce technology also enables us to deliver consumers’ health insurance applications electronically to health insurance carriers. 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 9 – 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 acquired Medicare books-of-business, recoverability of intangible assets, estimates for commission forfeitures, valuation allowance for deferred income taxes, provision for income taxes and the assumptions used in determining stock-based compensation. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. Actual results may differ from these estimates. Cash Equivalents —We consider all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents are stated at fair value. Property and Equipment —Property and equipment are stated at cost, less accumulated depreciation and amortization. Capital lease amortization expenses are included in depreciation expense in our consolidated statements of comprehensive income (loss). 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 combination. We do not amortize goodwill or our other indefinite-lived intangible assets but rather we test the asset 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, and certain trademarks, 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 therefore, subsequent to their initial recognition are not revalued at fair value each reporting period unless an impairment charge is recognized. We must make subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, we must make subjective judgments regarding the remaining useful lives of assets with finite useful lives. When we determine that the useful life of an asset is shorter than we had originally estimated, we accelerate the rate of amortization over the assets’ new, remaining useful life. We evaluated the remaining useful lives of our intangible assets with finite lives in the fourth quarter of 2015 and determined no material adjustments to the remaining lives were required. Book-of-Business Transfers— We have entered into several agreements with a broker partner, whereby the partner transferred certain of its existing Medicare plan members to us as the broker of record on the underlying policies. The first of these book-of-business transfers occurred in November 2010 and the most recent in June 2012. Total consideration for these books-of-business amounted to $13.9 million , of which $6.3 million 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 (loss) 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. 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 in relation to the total amount of remaining commission revenue expected to be recognized. Amortization expense recorded to cost of revenue for these books-of-business for the years ended December 31, 2013 , 2014 and 2015 totaled $3.1 million , $2.0 million and $2.0 million , respectively. 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 plans 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. For both Medicare Advantage and Medicare Part D prescription drug plans, we receive a fixed, annual commission payment from insurance carriers once the plan is approved by the carrier and either a fixed, monthly commission payment beginning with and subsequent to the second plan year for a Medicare Advantage plan or a fixed, annual commission payment beginning with and subsequent to the second plan year for a Medicare Part D prescription drug plan. Additionally, commission rates may be higher in the first twelve months of the plan if the plan is the first Medicare Advantage or Medicare Part D prescription drug plan issued to the member. In the first plan year of a Medicare Advantage and Medicare Part D prescription drug plan, after the health insurance carrier approves the application but during the effective year of the plan, we are paid a fixed commission that is prorated for the number of months remaining in the calendar year. Additionally, if the plan is the first Medicare Advantage or Medicare Part D plan issued to the member, we may receive a higher commission rate that covers a full twelve-month period, regardless of the month the plan was effective. We earn commission revenue for Medicare Advantage and Medicare Part D prescription drug plans for which we are the broker of record, typically until either the policy is cancelled or we otherwise do not remain the agent on the policy. We recognize commission revenue for both Medicare Advantage and Medicare Part D prescription drug plans for the entire plan year once the annual or first monthly commission amount for the plan year is reported to us by the carrier, net of an estimate for future forfeiture amounts due to plan 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 plan year, net of an estimate for commission amounts not expected to be collected due to plan cancellations, which is included in Accounts Receivable in the accompanying balance sheets. We continue to receive the commission payments from the relevant insurance carrier typically until either the policy is cancelled or we otherwise do not remain the agent on the policy. 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 plan year. 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 plan (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 plan 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 plan. 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. 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. During 2014, CMS issued a regulation prohibiting carriers from paying commissions during the fourth quarter on Medicare Advantage and Medicare Part D prescription drug plans sold during the fourth quarter with an effective date in the following year. During the fourth quarters of 2014 and 2015, we recognized revenue for policies included on a commission statement received prior to December 31, 2014 and 2015 respectively for which payment was received shortly after year-end and in connection with the carriers’ normal payment cycle during the first quarter of 2015 and 2016. 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. Changes in our historical trends would result in changes to our estimated forfeitures in future periods. There were no changes in our average forfeiture rates or reporting time lag during the years ended December 31, 2013 , 2014 and 2015 which had a material impact on our estimate for forfeitures. Certain commission amounts are subject to forfeiture if the plan 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 plan 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 consolidated 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 consolidated balance sheets, includes an estimate of the annual policy cancellation rate, based on our historical experience by policy type. Other Revenue Our sponsorship and advertising program allows carriers to purchase advertising space in specific markets in a sponsorship area on our website. In return, we are typically paid a monthly fee, which is recognized over the period that advertising is displayed, and often a performance fee based on metrics such as submitted health insurance applications, which is recognized when the earned amount are fixed and determinable. We also offer Medicare advertising services, which include website development, hosting and maintenance. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue over the service period. Our commercial technology licensing business allows carriers the use of our ecommerce platform to offer their own health insurance policies on their websites and agents to utilize our technology to power their online quoting, content and application submission processes. Typically, we are paid a one-time implementation fee, which we recognize on a straight-line basis over the estimated term of the customer relationship (generally the initial term of the agreement), commencing once the technology is available for use by the third party, and a performance fee based on metrics such as submitted health insurance applications. The metrics used to calculate performance fees for both sponsorship and advertising and technology licensing are based on performance criteria that are either measured based on data tracked by us, or based on data tracked by the third party. In instances where the performance criteria data is tracked by us, we recognize revenue in the period of performance and when all other revenue recognition criteria has been met. In instances where the performance criteria data is tracked by the third party, we recognize revenue when the amounts earned are either fixed or 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. 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. 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. 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. 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, 2013 , 2014 and 2015 totaled $63.4 million , $61.3 million and $66.5 million , respectively. Our direct channel expenses primarily consist of costs for direct mail, email marketing, television, radio and retargeting campaigns. 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 employees on our engineering and technical teams. Research and development costs, which totaled $10.1 million , $12.1 million and $10.6 million for the years ended December 31, 2013 , 2014 and 2015 , respectively, are included in technology and content expense in the accompanying consolidated statements of comprehensive income (loss). Internal-Use Software and Website Development Costs— We capitalize costs of materials, consultants and compensation and benefits costs of employees who devote time to the development of internal-use software during the application development stage. Our judgment is required in determining the point at which various projects enter the phases at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally three years. For the years ended December 31, 2014 and 2015 , we capitalized $1.2 million and $1.1 million in internal-use software and website development costs and recorded amortization expense of $0.2 million and $0.6 million , respectively. Amortization expense for internal-use software and website development costs was not material for the year ended December 31, 2013 . Stock-Based Compensation— We recognize stock-based compensation expense in the accompanying consolidated statements of comprehensive income (loss) 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, 2015 , we had not declared or paid any cash dividends, and we do not expect to pay any in the foreseeable future. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of our stock options. Expected volatility is determined using a combination of the implied volatility of publicly traded options in our stock and historical volatility of our stock price. The estimated attainment of performance-based awards and related expense is based on the expectations of revenue target achievement. The estimated fair value of performance awards with market conditions is determined using the Monte-Carlo simulation model. The assumptions used in calculating the fair value of stock-based payment awards and expected attainment of performance-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. We will continue to use judgment in evaluating the expected term and volatility related to our own stock-based awards on a prospective basis, and incorporating these factors into the model. Changes in key assumptions could significantly impact the valuation of such instruments. 401(k) Plan —In September 1998, our board of directors adopted a defined contribution retirement plan (401(k) Plan), which qualifies under Section 401(k) of the Internal Revenue Code of 1986. Participation in the 401(k) Plan is available to substantially all employees in the United States. Employees can contribute up to 25% of their salary, up to the federal maximum allowable limit, on a before-tax basis to the 401(k) Plan. Employee contributions are fully vested when contributed. Company contributions to the 401(k) Plan are discretionary and are expensed when incurred. We also match employee contributions to our 401(k) Plan at 25% of an employee’s contribution each pay period, up to a maximum of 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. We recognized expense of $0.3 million , $0.4 million , and $0.3 million for the years ended December 31, 2013 , 2014 and 2015 , respectively, related to 401(k) matching contributions. Income Taxes —We account for income taxes using the liability method. Deferred income taxes are determined based on the differences between the financial reporting and tax bases of assets and liabilities, using enacted statutory tax rates in effect for the year in which the differences are expected to reverse. We 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— The majority of our Medicare-related health insurance plans are sold in our fourth quarter, which includes 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. Additionally, substantially all Medicare Advantage and Medicare Part D prescription drug policies renew on January 1 of each year, resulting in our recognizing substantially all renewal Medicare Advantage and Medicare Part D prescription drug plan commission revenue in our first quarter. Accordingly, Medicare plan-related commission revenue is highest in our first quarter, with Medicare plan-related commission revenue being higher in our fourth quarter compared to our second and third quarters. The majority of our individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally will not be able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance, moving to another state or becoming eligible or ineligible for a government subsidy for their health insurance. Recent Accounting Pronouncement- In August 2015, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-14 (ASU 2015-14) "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date" ASU 2015-14 defers the effective date by one year of ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)” and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In accordance with the deferral, the new standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that repo |
Balance Sheet Accounts
Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Accounts | Balance Sheet Accounts Cash and Cash Equivalents— As of December 31, 2014 and 2015 , 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, 2014 and 2015 , 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, 2013 , 2014 and 2015 . As of December 31, 2014 and 2014, our cash and cash equivalent balances were invested as follows (in thousands): December 31, 2014 December 31, 2015 Cash $ 15,793 $ 8,086 Money market funds 35,622 54,624 Total cash and cash equivalents $ 51,415 $ 62,710 We used observable prices in active markets in determining the classification of our money market funds as Level 1 as of December 31, 2014 and 2015 . 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, 2014 , three customers represented 30% , 17% , and 14% , respectively, for a combined total of 61% of our $8.2 million outstanding accounts receivable balance. As of December 31, 2015 , three customers represented 24% , 18% , and 15% respectively, for a combined total of 57% of our $9.6 million outstanding accounts receivable balance. No other customers represented 10% or more of our total accounts receivable at December 31, 2014 and December 31, 2015 . We believe the potential for collection issues with any of our customers was minimal as of December 31, 2015 . Accordingly, our estimate for uncollectible amounts at December 31, 2015 was not material. As of December 31, 2014 and 2015 , our accounts receivable consisted of the following (in thousands): December 31, 2014 December 31, 2015 Commissions receivable 5,383 6,136 Accounts receivable – for other revenue $ 2,462 $ 3,511 Commissions receivable - for Medicare renewals 355 — Total accounts receivable $ 8,200 $ 9,647 The Commissions receivable balance as of December 31, 2014 and December 31, 2015 is recorded net of a $1.0 million and $1.1 million estimated forfeiture, respectively. The estimated forfeiture is related to Medicare Advantage and Medicare Part D plans sold during the fourth quarter of 2014 and 2015 with effective dates in 2015 and 2016, respectively. Prepaid Expenses and Other Current Assets— Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2014 2015 Book-of-business transfers, net (current) $ 1,844 $ 1,518 Income tax receivable 276 — Prepaid maintenance contracts (current) 1,994 1,760 Prepaid insurance 1,056 270 Prepaid rent 366 364 Other assets (current) 938 1,273 Prepaid expenses and other current assets $ 6,474 $ 5,185 Property and Equipment— Property and equipment consisted of the following (in thousands) As of December 31, 2014 2015 Computer equipment and software $ 17,009 $ 16,973 Office equipment and furniture 3,486 3,479 Leasehold improvements 3,200 3,182 Property and equipment, gross 23,695 23,634 Less accumulated depreciation and amortization (14,055 ) (16,270 ) Property and equipment, net $ 9,640 $ 7,364 Depreciation and amortization expense related to property and equipment totaled $3.3 million , $4.2 million and $4.1 million in the years ended December 31, 2013 , 2014 and 2015 , respectively. Other Assets— Other assets consisted of the following (in thousands): As of December 31, 2014 2015 Book-of-business transfers, net (non-current) $ 3,545 $ 1,866 Security deposits 604 607 Capitalized project costs 1,306 1,832 Prepaid maintenance contracts (non-current) 224 188 Deferred tax assets — 204 Other assets $ 5,679 $ 4,697 Intangible Assets— During the fourth quarter 2014, we recorded an impairment charge of $0.1 million related to certain acquired intangible assets that we concluded would not be utilized in future periods. On March 31, 2014, we purchased an Internet domain name, www.Medicare.com, for $4.8 million . Cash consideration paid in connection with the purchase of the domain name totaled $4.5 million . The consideration paid also included $0.3 million of outstanding receivables from the owner of the domain name that were settled upon completion of the purchase. The related intangible asset was assigned an indefinite useful life. The carrying amounts, accumulated amortization, net carrying value and weighted average remaining life of our definite-lived amortizable intangible assets, as well as our indefinite-lived intangible trademarks, are presented in the tables below for (dollars in thousands, weighted-average useful life is as of December 31, 2015): December 31, 2014 December 31, 2015 Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2015 Technology $ 1,700 $ (1,587 ) $ 113 $ 1,700 $ (1,700 ) $ — 0 Pharmacy and customer relationships 10,100 (5,033 ) $ 5,067 10,100 (5,984 ) $ 4,116 4.3 years Trade names, trademarks and website addresses 907 (427 ) $ 480 907 (517 ) $ 390 4.3 years Total intangible assets subject to amortization $ 12,707 $ (7,047 ) 5,660 $ 12,707 $ (8,201 ) 4,506 Indefinite-lived trademarks and domain names 5,114 5,114 Indefinite Intangible assets $ 10,774 $ 9,620 During the years ended December 31, 2013 , 2014 and 2015 , amortization expense related to intangible assets totaled $1.4 million , $1.5 million and $1.2 million , respectively. As of December 31, 2015 , expected amortization expense in future periods is as follows (in thousands): Years Ending December 31, Pharmacy and Customer Relationships Trade Names, Trademarks and Website Addresses Total 2016 950 90 1,040 2017 950 90 1,040 2018 950 90 1,040 2019 950 90 1,040 2020 316 30 346 Thereafter — — — Total 4,116 390 4,506 Other Current Liabilities— Other current liabilities consisted of the following (in thousands): As of December 31, 2014 2015 Payable to carriers – net of estimate for forfeitures $ 2,206 $ 2,474 Professional fees 230 183 Other accrued expenses 560 568 Total other current liabilities $ 2,996 $ 3,225 Non-current Liabilities— Non-current liabilities consisted of the following (in thousands): As of December 31, 2014 2015 Deferred rent – non-current $ 1,196 $ 1,068 Income tax payable – non-current 4,605 3,221 Deferred tax liabilities - non-current 410 329 Other non-current liabilities 238 344 Total non-current liabilities $ 6,449 $ 4,962 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We define fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques we use to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We classify the inputs used to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, 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, 2014 and 2015, 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholder's Equity Preferred Stock —Our board of directors has the authority, without any further action by our stockholders, to issue up to 110,000,000 shares, par value $0.001 per share, of which 10,000,000 shares are designated as preferred stock. As of December 31, 2014 and 2015 , 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, 2014 2015 Common stock: Stock options issued and outstanding 1,724 1,275 Restricted stock units issued and outstanding 873 966 Shares available for grant 4,164 3,542 Total shares reserved 6,761 5,783 Stock Plans— On June 12, 2014, upon approval at the Annual Meeting of Stockholders, we adopted the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan replaced the 2006 Equity Incentive Plan and 4,500,000 shares were authorized for issuance under the 2014 Plan. The 2014 Plan does not include an evergreen provision to automatically increase the number of shares available under it and increases in the number of shares authorized for issuance under the 2014 Plan require stockholder approval. Also, under the 2014 Plan the following shares are not recycled for future grant under the 2014 Plan: (i) shares used in connection with the exercise of an option and/or stock appreciation right to pay the exercise price or purchase price of such award or satisfy applicable tax withholding obligations; and (ii) the gross number of shares subject to stock appreciation rights that are exercised. Furthermore, the 2014 Plan included a provision that prohibits repricing of outstanding stock options or stock appreciation rights and formalized and updated procedures to qualify awards as “performance-based” compensation under Section 162(m) of the Internal Revenue Code in order to preserve full tax deductibility of such awards. We previously granted options to purchase shares of our common stock and restricted stock units under our 2006 Equity Incentive Plan and 2005 Stock Plan. The 2006 Equity Incentive Plan was terminated with respect to the grant of additional awards on June 12, 2014, upon adoption of our 2014 Plan. The 2005 Stock Plan was terminated with respect to the grant of additional awards upon the effectiveness of the 2006 Equity Incentive Plan. We will continue to issue new shares of common stock upon vesting of restricted stock units and the exercise of stock options previously granted under the 2006 Equity Incentive Plan and 2005 Stock Plan. Our stock options granted under the 2014 Plan, 2006 Plan and 2005 Stock Plan (collectively, the “Stock Plans”) generally vest over 4 years at a rate of 25% after one year and 1/48 th 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. On December 31, 2015 , no shares were subject to repurchase. Our restricted stock unit awards granted under the 2014 Plan, 2006 Plan and 2005 Stock Plan generally vest over four years at a rate of 25% after one year and 25% annually thereafter. In 2013 and 2014, 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 year 2013 was the fiscal years ending December 31, 2013 and 2014, and the measurement of achievement was based on our revenue results for the fiscal years ending December 31, 2013 and 2014. The performance-based contingency period for our restricted stock units with both service and performance-based vesting criteria granted in the fiscal year 2014 were for the fiscal years ending December 31, 2014 and 2015, and the measurement of achievement was based on our revenue results for the fiscal years ending December 31, 2014 and 2015. One-fourth of the shares earned and eligible to vest based on 2013 revenue for performance-based restricted stock units granted in 2013 became vested in 2014. The remaining shares granted in 2013 that are earned and eligible to vest based on 2013 revenue are scheduled to vest in equal annual installments between 2015 and 2017. In 2013, the total number of restricted stock units reported in the table below includes 324,375 units of performance shares of which only 113,742 units were earned and the remaining 210,633 units were cancelled in 2014 because the performance criteria was not fully met. In 2014, the total number of restricted stock units reported in the table below includes 228,750 units of performance shares of which none were earned with the remaining 228,750 units being cancelled in 2015 because the performance criteria was not met. $1.1 million of stock compensation expense recorded in 2013 related to performance-based restricted stock units was reversed in 2014 as a result of related financial metrics not being achieved for the year ended December 31, 2014. Expense recorded for performance-based restricted stock units is recognized on an accelerated basis over the required service periods based on the number of shares earned, or expected attainment for shares to be earned based on performance-based contingency periods that have not been completed. In March 2015, we granted market-based stock unit awards to certain members of senior management. Each market-based stock unit award represents a contingent right to receive certain shares of the Company’s common stock upon the attainment of certain stock prices over a four-year performance period. Once a stock price threshold is achieved, the portion of the award related to that threshold will vest on the one-year anniversary of the date of achievement, subject to the employee's continued service through each vesting date. Compensation expense related to these awards is recognized on an accelerated basis over the requisite service period. The following table summarizes activity under our Stock Plans (in thousands): Shares Available for Grant (1) Shares available for grant December 31, 2012 3,982 Additional shares authorized (2) 818 Restricted stock units granted (3) (595 ) Options granted (227 ) Restricted stock units cancelled (4) 24 Options cancelled 83 Shares available for grant December 31, 2013 4,085 Additional shares authorized (2) 751 Restricted stock units granted (3) (563 ) Options granted (52 ) Restricted stock units cancelled (4) 25 Options cancelled 16 2014 Equity Incentive Plan adjustment (5) (98 ) Shares available for grant December 31, 2014 4,164 Additional shares authorized (2) — Restricted stock units granted (3) (730 ) Options granted (49 ) Restricted stock units cancelled (4) 135 Options cancelled 22 Shares available for grant December 31, 2015 3,542 (1) Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. (2) On January 1, 2013 , 2014 and 2015 , 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. (3) 2013 , 2014 and 2015 include grants of restricted stock units with both service and performance-based vesting criteria to our executive officers. (4) 2013 , 2014 and 2015 include cancelled restricted stock units with both service and performance-based vesting criteria. (5) On June 12, 2014, shares available for grant were adjusted to 4,500,000 pursuant to the terms of the 2014 Plan. 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, 2012 2,956 $ 13.41 3.91 41,462 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 Granted 52 $ 36.26 Exercised (256 ) $ 16.04 6,472 Cancelled (51 ) $ 26.38 Balance outstanding at December 31, 2014 1,724 $ 18.50 3.31 12,884 Granted 49 $ 11.23 Exercised (164 ) $ 9.57 546 Cancelled (334 ) $ 20.72 Balance outstanding at December 31, 2015 1,275 $ 18.79 2.79 — Vested and expected to vest after December 31, 2015 1,261 $ 18.77 2.77 — Exercisable at December 31, 2015 1,058 $ 18.41 2.48 — (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, 2013 , 2014 and 2015 was $3.3 million , $2.3 million and $1.6 million , respectively. As of December 31, 2015 , there was $1.6 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over the next 1.6 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, 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 Granted 563 $ 37.56 Vested (220 ) $ 19.59 Cancelled (249 ) $ 20.62 Balance outstanding at December 31, 2014 873 $ 30.86 2.52 $ 21,753 Granted 731 $ 10.63 Vested (231 ) $ 24.07 Cancelled (407 ) $ 34.23 Balance outstanding at December 31, 2015 966 $ 15.62 2.83 $ 9,636 (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. Compensation expense for awards that include only service-based vesting criteria is recognized on a straight-line basis over the vesting period. Compensation expense for awards that include both service and performance-based vesting criteria is recognized using accelerated attribution over the vesting period. The total fair value of restricted stock units vested during the years ended December 31, 2013 , 2014 and 2015 was $3.5 million , $10.3 million and $2.6 million , respectively. As of December 31, 2015 , there was $11.7 million of unrecognized stock-based compensation expense related to restricted stock units, which is expected to be recognized over the next 2.5 years . Stock Repurchase Programs— On March 31, 2014, we announced that our board of directors approved a stock repurchase program authorizing us to purchase up to $50 million of our common stock. Purchases under this program were made in the open market and complied with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We completed this stock repurchase program in July 2014 having repurchased in the aggregate 1.4 million shares for approximately $50 million at an average price of $36.91 per share including commissions. The cost of the repurchase was funded from available working capital. For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. Stock repurchase activity under our stock repurchase programs during the year ended December 31, 2013 , 2014 and 2015 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, 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 Repurchases of common stock during 2014 1,354,619 $ 36.91 50,000 Cumulative balance at December 31, 2014 10,663,888 $ 18.75 199,998 Repurchases of common stock during 2015 — $ — — Cumulative balance at December 31, 2015 10,663,888 $ — $ 199,998 (1) Average price paid per share includes commissions. In addition to the shares repurchased under our repurchase programs as of December 31, 2015 , we have in treasury an additional 362,045 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, 2014 and 2015 , we had a total of 10,945,607 shares and 11,025,933 shares, respectively, held in treasury. Stock-Based Compensation— The fair value of stock options granted to employees for the years ended December 31, 2013 , 2014 and 2015 was estimated using the following weighted average assumptions: Year Ended December 31, 2013 2014 2015 Expected term 4.3 4.2 4.3 Expected volatility 39.3% 47.2% 64.1% Expected dividend yield —% —% —% Risk-free interest rate 0.96% 1.41% 1.17% Weighted-average grant date fair value $9.52 $14.10 $5.67 The weighted-average fair value of the market-based stock unit awards was determined using the Monte Carlo simulation model using the following weighted average assumptions: Year Ended December 31, 2015 Expected term 2.59 Expected volatility 64.7 % Expected dividend yield — % Risk-free interest rate 1.13 % Weighted-average fair value $ 6.69 There were no market-based stock unit awards granted during the year ended December 31, 2014. The following table summarizes stock-based compensation expense recorded during the years ended December 31, 2013 , 2014 and 2015 (in thousands): Year Ended December 31, 2013 2014 2015 Common stock options $ 2,817 $ 2,215 $ 1,522 Restricted stock units 4,985 3,662 5,480 Total stock-based compensation expense $ 7,802 $ 5,877 $ 7,002 The following table summarizes stock-based compensation expense by operating function for the years ended December 31, 2013 , 2014 and 2015 (in thousands): Year Ended December 31, 2013 2014 2015 Marketing and advertising $ 2,112 $ 1,692 $ 1,950 Customer care and enrollment 342 386 477 Technology and content 1,641 1,611 1,728 General and administrative 3,707 2,188 2,734 Restructuring charges — — 113 Total stock-based compensation expense $ 7,802 $ 5,877 $ 7,002 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of our income (loss) before provision for income taxes were as follows (in thousands): Year Ended December 31, 2013 2014 2015 United States $ 3,412 $ (7,057 ) $ (6,041 ) Foreign 228 197 435 Income (loss) before provision for income taxes $ 3,640 $ (6,860 ) $ (5,606 ) The provision (benefit) for income taxes consisted of the following (in thousands): Year Ended December 31, 2013 2014 2015 Current: Federal $ 3,650 $ 165 $ (584 ) State 269 113 (457 ) Foreign — 14 97 Total current 3,919 292 (944 ) Deferred: Federal (1,914 ) 7,935 121 State (88 ) 1,292 10 Foreign — (174 ) (30 ) Total deferred (2,002 ) 9,053 101 Provision (benefit) for income taxes $ 1,917 $ 9,345 $ (843 ) The following table provides a reconciliation of the federal statutory income tax rate to our effective tax rate: Year Ended December 31, 2013 2014 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes 3.9 1.6 8.1 Non-qualified stock option shortfalls, net — — (31.6 ) Lobbying 17.4 (6.3 ) (5.5 ) Change in valuation allowance — (164.7 ) 14.8 Research and development tax credits (8.8 ) 3.4 20.1 Stock-based compensation 1.2 (0.8 ) (23.0 ) Section 162(m) limitation 2.3 (2.7 ) — Other 1.7 (1.8 ) (2.9 ) Effective tax rate 52.7 % (136.3 )% 15.0 % Our effective tax rate in 2013 was higher than statutory federal and state tax rates primarily due to non-deductible lobbying expenses. Our effective tax rate in 2014 differs from the federal statutory rate primarily due to the recording of a valuation allowance against our federal and state deferred tax assets. Our effective tax rate in 2015 differs from the federal statutory rate primarily due to the reversal of previously recorded reserves related to federal and state tax credits. 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, 2014 2015 Deferred tax assets: Federal, state and foreign net operating loss carry forwards $ 3,678 $ 844 Federal and state tax credit carry forwards 1,076 1,547 Stock-based compensation 4,585 2,946 Accruals and reserves 1,549 4,108 Intangible assets 2,138 1,782 Other 1,080 843 Gross deferred tax assets 14,106 12,070 Valuation allowance (11,747 ) (10,528 ) Total deferred tax assets 2,359 1,542 Deferred tax liabilities – intangible assets (2,076 ) (1,667 ) Deferred tax liabilities – fixed assets (307 ) — Total net deferred tax assets (liabilities) $ (24 ) $ (125 ) Net deferred tax assets $ 386 $ 204 Net deferred tax liabilities (410 ) (329 ) Total net deferred tax liabilities $ (24 ) $ (125 ) Assessing the realizability of our deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. We forecast taxable income by considering all available positive and negative evidence, including our history of operating income and losses and our financial plans and estimates that we use to manage the business. These assumptions require significant judgment about future taxable income. As a result, the amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change. As at the year ended December 31, 2015, the valuation allowance is $10.5 million , which represents a full valuation allowance against the Company’s federal and state deferred tax assets. The valuation allowance was recorded as a result of increased uncertainty regarding the Company’s future taxable income and a lack of sources of other taxable income. The net valuation allowance decreased by $1.2 million during the year ended December 31, 2015 and increased by $11.3 million during the year ended December 31, 2014 . The change in the net valuation allowance during the year ended December 31, 2013 was not material. For tax return purposes, we had net operating loss carry forwards at December 31, 2015 of approximately $14.7 million and $66.8 million for federal income tax and state income tax purposes, respectively. Included in the federal and state net operating loss carry forwards are unrealized federal and state net operating loss deductions resulting from stock option exercises of approximately $13.3 million and $58.3 million , respectively. 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 2015 and 2023, 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 $3.1 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. During the years ended December 31, 2013 , 2014 , and 2015 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 $3.4 million , $0.1 million and none for the years ended December 31, 2013 , 2014 , and 2015 , respectively. For tax return purposes, at December 31, 2015 , we had tax credit carry forwards of approximately $4.1 million and $3.1 million for federal income tax and state income tax purposes, respectively. $2.3 million of the Federal tax credit carry forwards begin expiring in 2021. The remaining $1.8 million of federal tax credits and the 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, 2012 $ 4,550 Increases based on tax positions related to the prior year 223 Decreases based on tax positions related to the prior year — 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 Increases based on tax positions related to the prior year 1,159 Decreases based on tax positions related to the prior year — Lapse of statute of limitations — Additions based on tax positions related to the current year — Settlements — Balance at December 31, 2014 6,756 Increases based on tax positions related to the prior year 344 Decreases based on tax positions related to the prior year (24 ) Lapse of statute of limitations (1,301 ) Additions based on tax positions related to the current year 409 Settlements — Balance at December 31, 2015 $ 6,184 Tax positions are evaluated in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of December 31, 2015 , the total amount of gross unrecognized tax benefits was $6.2 million , of which $2.8 million , if recognized, would impact our effective tax rate. As of December 31, 2014 , the total amount of gross unrecognized tax benefits was $6.8 million , of which $4.3 million , if recognized, would affect our effective tax rate. As of December 31, 2013 , the total amount of gross unrecognized tax benefits was $5.6 million , of which $4.6 million , if recognized, would affect our effective tax rate. We record interest and penalties related to unrecognized tax benefits in income tax expense. At December 31, 2015, we had approximately $0.4 million accrued for estimated interest related to uncertain tax positions. For the year ended December 31, 2015, we recorded estimated interest of $0.1 million . We have not recorded an accrual for penalties. Included in the balance of income tax liabilities, accrued interest, and accrued penalties at December 31, 2015 is $3.2 million related to tax positions for which it is reasonably possible that the statute of limitations will expire in various jurisdictions within the next twelve months. We are subject to taxation in various jurisdictions, including federal, state and foreign. Our federal and state income tax returns are generally not subject to examination by taxing authorities for fiscal years before 2001 due to our net operating losses. Our 2009 and 2010 California income tax returns are currently under examination by the California Franchise Tax Board. We continue to assess the impact of the California uncertain tax positions under examination and cannot conclude on the range of estimates resulting from the 2009 and 2010 examinations. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period (excluding shares subject to repurchase). Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and common equivalent shares outstanding during the period. Diluted net income (loss) 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 (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2013 2014 2015 Basic: Numerator: Net income (loss) allocated to common stock $ 1,723 $ (16,205 ) $ (4,763 ) Denominator: Net weighted average number of common stock shares outstanding 19,145 18,367 18,008 Net income (loss) per share—basic: $ 0.09 $ (0.88 ) $ (0.26 ) Diluted: Numerator: Net income (loss) allocated to common stock $ 1,723 $ (16,205 ) $ (4,763 ) Denominator: Net weighted average number of common stock shares outstanding 19,145 18,367 18,008 Weighted average number of options 548 — — Weighted average number of restricted stock units 153 — — Total common stock shares used in per share calculation 19,846 18,367 18,008 Net income (loss) per share—diluted: $ 0.09 $ (0.88 ) $ (0.26 ) For each of the years ended December 31, 2013 , 2014 and 2015 , 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 (loss) 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 (loss) per share consisted of the following (in thousands): Year Ended December 31, 2013 2014 2015 Common stock options 92 1,815 1,484 Restricted stock units 6 728 866 Total 98 2,543 2,350 |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Charges In March 2015, we implemented an organizational restructuring and cost reduction plan designed to rebalance our resources and help reduce our cost structure as a result of lower than expected individual and family health insurance plan membership and revenue. As part of the plan, we eliminated approximately 160 full-time positions in the United States, representing approximately 15% of our workforce primarily in our technology and content and customer care and enrollment groups, and to a lesser extent, in our marketing and advertising and general and administrative groups. We incurred pre-tax restructuring charges of approximately $3.9 million for employee termination benefits and related costs as well as $0.6 million in other pre-tax restructuring charges, primarily consisting of facility exit costs. The majority of the restructuring charges were recorded in the first quarter of 2015, when the activities comprising the plan were approved and substantially completed. In March 2015, as part of our restructuring activities, we also eliminated certain positions in our China operation. The following table summarizes the total cash and non-cash restructuring charges recorded during the year ended December 31, 2015 (in thousands): 2015 Employee termination costs $ 3,791 Non-cash employee termination costs - stock-based compensation 113 Facility and other termination costs 637 Total restructuring charges $ 4,541 The following table summarizes the cash-based restructuring charges liability activity during the year ended December 31, 2015 (in thousands): Twelve Months Ended December 31, 2015 Beginning balance Charges Payments Ending balance Employee termination costs $ — $ 3,791 $ (3,779 ) $ 12 Facility and other termination costs — 637 (216 ) 421 Total restructuring liability $ — $ 4,428 $ (3,995 ) $ 433 Less: non-current restructuring charges associated with facilities (210 ) Restructuring charges liability - current $ 223 The following table summarizes the cash-based restructuring charges liability activity during the year ended December 31, 2015 (in thousands): Twelve Months Ended December 31, 2015 Beginning balance Charges Payments Ending balance Employee termination costs $ — $ 3,791 $ (3,779 ) $ 12 Facility and other termination costs — 637 (216 ) 421 Total restructuring liability $ — $ 4,428 $ (3,995 ) $ 433 Less: non-current restructuring charges associated with facilities (210 ) Restructuring charges liability - current $ 223 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | 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 $6.8 million over the 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 office 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. The remaining balance on the financial guarantee is $0.3 million as of December 31, 2015 . 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 total approximately $1.2 million over the term of the lease. In August 2014, we renewed our agreement to lease and expanded to approximately 50,000 square feet of office space in Gold River, California. The lease commenced in August 2014 and is for a term of 4 years and 5 months. Future minimum payments will total approximately $3.6 million over the term of the lease. Total rent expense under all operating leases was approximately $4.8 million , $5.3 million and $5.4 million for the years ended December 31, 2013 , 2014 and 2015 , respectively. Service and Licensing Obligations We have entered into service and licensing agreements with third party vendors to provide various services, including network access, equipment maintenance and software licensing. The terms of these services and licensing agreements are generally up to three years. As the benefits of these agreements are experienced uniformly over the applicable contractual periods, we record the related service and licensing expenses on a straight-line basis, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements. The following table presents a summary of our future minimum payments under non-cancellable operating lease agreements and contractual service and licensing obligations as of December 31, 2015 (in thousands): Years Ending December 31, Operating Lease Obligations Service and Licensing Obligations Total Obligations 2016 $ 4,869 $ 976 $ 5,845 2017 4,389 557 4,946 2018 3,216 — 3,216 2019 1,046 — 1,046 2020 1,075 — 1,075 Thereafter 2,445 — 2,445 Total $ 17,040 $ 1,533 $ 18,573 Legal Proceedings —On January 26 and March 10, 2015, two purported class action lawsuits were filed against us, our Chairman and chief executive officer, Gary L. Lauer (“Mr. Lauer”), and our senior vice president and chief financial officer, Stuart M. Huizinga (“Mr. Huizinga”), in the United States District Court for the Northern District of California. On May 6, 2015, the Court consolidated the two cases. On June 10, 2015, a consolidated complaint was filed. The consolidated complaint alleges that the defendants made false and misleading statements regarding our financial performance, guidance and operations during alleged class periods of May 1, 2014 to January 14, 2015. The consolidated complaint alleges that we and Messrs. Lauer and Huizinga violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The consolidated complaint seeks compensatory damages, attorneys’ fees and costs, rescission or a rescissory measure of damages, equitable/injunctive relief and such other relief as the court deems proper. On July 15, 2015, defendants moved to dismiss the consolidated complaint. The court held a hearing on defendants’ motion to dismiss the consolidated complaint on September 30, 2015. Because the case is at a preliminary stage, we cannot estimate the likelihood of liability or the amount of potential damages, but an adverse result could have a material adverse impact on our financial condition and results of operation. We believe the lawsuit to be without merit and intend to vigorously defend ourselves against it. In May 2015, an individual plaintiff filed a lawsuit against a health insurance carrier and us in state court in the state of Texas. The complaint alleged that we and the health insurance carrier engaged in certain false, misleading and deceptive acts and/or omissions in violation of the Texas Deceptive Trade Practice - Consumer Protection Act in connection with the plaintiff’s purchase of the health insurance carrier’s health insurance product. The complaint sought economic and actual damages for alleged harm caused to the plaintiff as well as multiple damages, exemplary damages and attorney’s fees and costs. In June 2015, we and the health insurance carrier removed the case to the United States District Court for the Eastern District of Texas, and the court ordered the plaintiff to file an amended complaint. The plaintiff filed the amended complaint in July 2015. The amended complaint purports to be a class action lawsuit on behalf of the purchasers of a certain health insurance product offered by the health insurance carrier. The amended complaint alleges that we and the health insurance carrier engaged in certain false, misleading and deceptive acts and/or omissions in violation of the Texas Deceptive Trade Practice - Consumer Protection Act and the Texas Insurance Code in connection with the sale of the health insurance carrier’s health insurance product. The amended complaint alleges certain other causes of action against the health insurance carrier. The amended complaint seeks economic and actual damages, multiple damages, exemplary damages, interest, attorney’s fees and costs, and specific performance. In August 2015 we and the health insurance carrier moved to dismiss the amended complaint. In January 2016, our motion to dismiss the amended complaint was denied. Because the case is at a preliminary stage, we cannot estimate the likelihood of liability or the amount of potential damages, but an adverse result could have a material adverse impact on our financial condition and results of operation. We believe the lawsuit to be without merit and intend to vigorously defend ourselves against it. 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, 2014 and 2015 , we had no material liabilities included in our consolidated balance sheet for outstanding legal claims. 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, 2014 and 2015 . 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, 2015 | |
Segment Reporting [Abstract] | |
Operating Segments, Geographic Information And Significant Customers | 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, 2014 and 2015 , 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): December 31, 2014 December 31, 2015 United States $ 39,752 $ 35,341 China 437 436 Total $ 40,189 $ 35,777 Significant Customers —Substantially all revenue for the years ended December 31, 2013 , 2014 and 2015 was generated from customers located in the United States. Carriers representing 10% or more of our total revenue for the years ended December 31, 2013 , 2014 and 2015 are presented in the table below: Year Ended December 31, 2013 2014 2015 Humana 21 % 23 % 23 % Anthem (1) 12 % 11 % 9 % UnitedHealthcare (2) 11 % 10 % 11 % Aetna (3) 10 % 10 % 10 % (1) Anthem (formerly Wellpoint) also includes other carriers owned by Anthem. (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 69% , 61% and 51% of our total commission revenue in the years ended December 31, 2013 , 2014 and 2015 , 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 Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) Selected summarized quarterly financial information for 2015 and 2014 is as follows (in thousands, except per share amounts): 2015 1 st Quarter 2 ND Quarter 3 RD Quarter 4 TH Quarter Year Revenue $ 61,288 $ 39,894 $ 38,224 $ 50,135 $ 189,541 Income (loss) from operations (2,012 ) 5,828 2,925 (12,392 ) $ (5,651 ) Net income (loss) (2,082 ) 5,750 3,635 (12,066 ) $ (4,763 ) Net income (loss) per share: Basic $ (0.12 ) $ 0.32 $ 0.20 $ (0.67 ) $ (0.26 ) Diluted $ (0.12 ) $ 0.32 $ 0.20 $ (0.67 ) $ (0.26 ) 2014 1 st Quarter 2 ND Quarter 3 RD Quarter 4 TH Quarter Year Revenue $ 50,940 $ 42,594 $ 41,168 $ 44,975 $ 179,677 Income (loss) from operations (3,110 ) 6,348 3,766 (13,766 ) $ (6,762 ) Net income (loss) (1,553 ) 3,023 1,524 (19,199 ) $ (16,205 ) Net income (loss) per share: Basic $ (0.08 ) $ 0.16 $ 0.09 $ (1.08 ) $ (0.88 ) Diluted $ (0.08 ) $ 0.15 $ 0.08 $ (1.08 ) $ (0.88 ) |
Summary of Business and Signi17
Summary of Business and Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business— eHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is the leading private 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, www.Medicare.com and www.PlanPrescriber.com) , consumers can get quotes from leading health insurance carriers, compare plans side-by-side, and apply for and purchase Medicare-related, individual and family, small business and ancillary health insurance plans. We actively market the availability of Medicare-related insurance plans and offer Medicare plan comparison tools and educational materials for Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. Our ecommerce technology also enables us to deliver consumers’ health insurance applications electronically to health insurance carriers. 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 9 – 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 acquired Medicare books-of-business, recoverability of intangible assets, estimates for commission forfeitures, valuation allowance for deferred income taxes, provision for income taxes and the assumptions used in determining stock-based compensation. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. Actual results may differ from these estimates. |
Cash Equivalents | Cash Equivalents —We consider all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents are stated at fair value. |
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 (loss). 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. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets —Goodwill represents the excess of the consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. We do not amortize goodwill or our other indefinite-lived intangible assets but rather we test the asset 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, and certain trademarks, 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 therefore, subsequent to their initial recognition are not revalued at fair value each reporting period unless an impairment charge is recognized. We must make subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, we must make subjective judgments regarding the remaining useful lives of assets with finite useful lives. When we determine that the useful life of an asset is shorter than we had originally estimated, we accelerate the rate of amortization over the assets’ new, remaining useful life. We evaluated the remaining useful lives of our intangible assets with finite lives in the fourth quarter of 2015 and determined no material 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 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 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 (loss) 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. 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 in relation to the total amount of remaining commission revenue expected to be recognized. Amortization expense recorded to cost of revenue for these books-of-business for the years ended December 31, 2013 , 2014 and 2015 totaled $3.1 million , $2.0 million and $2.0 million , respectively. |
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 plans 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. For both Medicare Advantage and Medicare Part D prescription drug plans, we receive a fixed, annual commission payment from insurance carriers once the plan is approved by the carrier and either a fixed, monthly commission payment beginning with and subsequent to the second plan year for a Medicare Advantage plan or a fixed, annual commission payment beginning with and subsequent to the second plan year for a Medicare Part D prescription drug plan. Additionally, commission rates may be higher in the first twelve months of the plan if the plan is the first Medicare Advantage or Medicare Part D prescription drug plan issued to the member. In the first plan year of a Medicare Advantage and Medicare Part D prescription drug plan, after the health insurance carrier approves the application but during the effective year of the plan, we are paid a fixed commission that is prorated for the number of months remaining in the calendar year. Additionally, if the plan is the first Medicare Advantage or Medicare Part D plan issued to the member, we may receive a higher commission rate that covers a full twelve-month period, regardless of the month the plan was effective. We earn commission revenue for Medicare Advantage and Medicare Part D prescription drug plans for which we are the broker of record, typically until either the policy is cancelled or we otherwise do not remain the agent on the policy. We recognize commission revenue for both Medicare Advantage and Medicare Part D prescription drug plans for the entire plan year once the annual or first monthly commission amount for the plan year is reported to us by the carrier, net of an estimate for future forfeiture amounts due to plan 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 plan year, net of an estimate for commission amounts not expected to be collected due to plan cancellations, which is included in Accounts Receivable in the accompanying balance sheets. We continue to receive the commission payments from the relevant insurance carrier typically until either the policy is cancelled or we otherwise do not remain the agent on the policy. 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 plan year. 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 plan (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 plan 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 plan. 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. 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. During 2014, CMS issued a regulation prohibiting carriers from paying commissions during the fourth quarter on Medicare Advantage and Medicare Part D prescription drug plans sold during the fourth quarter with an effective date in the following year. During the fourth quarters of 2014 and 2015, we recognized revenue for policies included on a commission statement received prior to December 31, 2014 and 2015 respectively for which payment was received shortly after year-end and in connection with the carriers’ normal payment cycle during the first quarter of 2015 and 2016. 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. Changes in our historical trends would result in changes to our estimated forfeitures in future periods. There were no changes in our average forfeiture rates or reporting time lag during the years ended December 31, 2013 , 2014 and 2015 which had a material impact on our estimate for forfeitures. Certain commission amounts are subject to forfeiture if the plan 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 plan 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 consolidated 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 consolidated balance sheets, includes an estimate of the annual policy cancellation rate, based on our historical experience by policy type. Other Revenue Our sponsorship and advertising program allows carriers to purchase advertising space in specific markets in a sponsorship area on our website. In return, we are typically paid a monthly fee, which is recognized over the period that advertising is displayed, and often a performance fee based on metrics such as submitted health insurance applications, which is recognized when the earned amount are fixed and determinable. We also offer Medicare advertising services, which include website development, hosting and maintenance. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue over the service period. Our commercial technology licensing business allows carriers the use of our ecommerce platform to offer their own health insurance policies on their websites and agents to utilize our technology to power their online quoting, content and application submission processes. Typically, we are paid a one-time implementation fee, which we recognize on a straight-line basis over the estimated term of the customer relationship (generally the initial term of the agreement), commencing once the technology is available for use by the third party, and a performance fee based on metrics such as submitted health insurance applications. The metrics used to calculate performance fees for both sponsorship and advertising and technology licensing are based on performance criteria that are either measured based on data tracked by us, or based on data tracked by the third party. In instances where the performance criteria data is tracked by us, we recognize revenue in the period of performance and when all other revenue recognition criteria has been met. In instances where the performance criteria data is tracked by the third party, we recognize revenue when the amounts earned are either fixed or 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. |
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. 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. |
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. 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, 2013 , 2014 and 2015 totaled $63.4 million , $61.3 million and $66.5 million , respectively. Our direct channel expenses primarily consist of costs for direct mail, email marketing, television, radio and retargeting campaigns. 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 employees on our engineering and technical teams. Research and development costs, which totaled $10.1 million , $12.1 million and $10.6 million for the years ended December 31, 2013 , 2014 and 2015 , respectively, are included in technology and content expense in the accompanying consolidated statements of comprehensive income (loss). |
Internal-Use Software and Website Development Costs | Internal-Use Software and Website Development Costs— We capitalize costs of materials, consultants and compensation and benefits costs of employees who devote time to the development of internal-use software during the application development stage. Our judgment is required in determining the point at which various projects enter the phases at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally three years. For the years ended December 31, 2014 and 2015 , we capitalized $1.2 million and $1.1 million in internal-use software and website development costs and recorded amortization expense of $0.2 million and $0.6 million , respectively. Amortization expense for internal-use software and website development costs was not material for the year ended December 31, 2013 . |
Stock-Based Compensation | Stock-Based Compensation— We recognize stock-based compensation expense in the accompanying consolidated statements of comprehensive income (loss) 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, 2015 , we had not declared or paid any cash dividends, and we do not expect to pay any in the foreseeable future. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of our stock options. Expected volatility is determined using a combination of the implied volatility of publicly traded options in our stock and historical volatility of our stock price. The estimated attainment of performance-based awards and related expense is based on the expectations of revenue target achievement. The estimated fair value of performance awards with market conditions is determined using the Monte-Carlo simulation model. The assumptions used in calculating the fair value of stock-based payment awards and expected attainment of performance-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. We will continue to use judgment in evaluating the expected term and volatility related to our own stock-based awards on a prospective basis, and incorporating these factors into the model. Changes in key assumptions could significantly impact the valuation of such instruments. |
401(k) Plan | 401(k) Plan —In September 1998, our board of directors adopted a defined contribution retirement plan (401(k) Plan), which qualifies under Section 401(k) of the Internal Revenue Code of 1986. Participation in the 401(k) Plan is available to substantially all employees in the United States. Employees can contribute up to 25% of their salary, up to the federal maximum allowable limit, on a before-tax basis to the 401(k) Plan. Employee contributions are fully vested when contributed. Company contributions to the 401(k) Plan are discretionary and are expensed when incurred. We also match employee contributions to our 401(k) Plan at 25% of an employee’s contribution each pay period, up to a maximum of 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. We recognized expense of $0.3 million , $0.4 million , and $0.3 million for the years ended December 31, 2013 , 2014 and 2015 , respectively, related to 401(k) matching contributions. |
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— The majority of our Medicare-related health insurance plans are sold in our fourth quarter, which includes 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. Additionally, substantially all Medicare Advantage and Medicare Part D prescription drug policies renew on January 1 of each year, resulting in our recognizing substantially all renewal Medicare Advantage and Medicare Part D prescription drug plan commission revenue in our first quarter. Accordingly, Medicare plan-related commission revenue is highest in our first quarter, with Medicare plan-related commission revenue being higher in our fourth quarter compared to our second and third quarters. The majority of our individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally will not be able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance, moving to another state or becoming eligible or ineligible for a government subsidy for their health insurance. |
Recent Accounting Pronouncements | Recent Accounting Pronouncement- In August 2015, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-14 (ASU 2015-14) "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date" ASU 2015-14 defers the effective date by one year of ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)” and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In accordance with the deferral, the new standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period and can be adopted using either a full retrospective or modified retrospective approach. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.", which provides new guidance to clarify the customer’s accounting for fees paid in a cloud computing arrangement. This standard provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement contains a software license, the software license element of that arrangement should be accounted for consistent with the acquisition of other software licenses. If such an arrangement does not include a software license, the arrangement should be accounted for as a service contract. It is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We are currently in the process of evaluating the impact of the adoption of ASU 2015-05 on our consolidated financial statements. In February 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-2 (ASU 2016-2) "Leases (Topic 842)." ASU 2016-2 requires lessees to put leases on their balance sheets but recognize expenses on their income statements; for lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct finance leases. The guidance also eliminates existing real estate-specific provisions for all entities. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2016-2 on our consolidated financial statements. Recently Adopted Accounting Standards- In November 2015, the FASB issued ASU No. 2015-17 ("ASU 2015-17") regarding ASC Topic 470 "Income Taxes: Balance Sheet Classification of Deferred Taxes". This standard requires companies to classify deferred income tax assets and liabilities as non-current in a classified statement of financial position. It is effective for the first interim period beginning after December 15, 2016 and early adoption is permitted. We have adopted this standard prospectively as of December 31, |
Stock Plans | Stock Plans— On June 12, 2014, upon approval at the Annual Meeting of Stockholders, we adopted the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan replaced the 2006 Equity Incentive Plan and 4,500,000 shares were authorized for issuance under the 2014 Plan. The 2014 Plan does not include an evergreen provision to automatically increase the number of shares available under it and increases in the number of shares authorized for issuance under the 2014 Plan require stockholder approval. Also, under the 2014 Plan the following shares are not recycled for future grant under the 2014 Plan: (i) shares used in connection with the exercise of an option and/or stock appreciation right to pay the exercise price or purchase price of such award or satisfy applicable tax withholding obligations; and (ii) the gross number of shares subject to stock appreciation rights that are exercised. Furthermore, the 2014 Plan included a provision that prohibits repricing of outstanding stock options or stock appreciation rights and formalized and updated procedures to qualify awards as “performance-based” compensation under Section 162(m) of the Internal Revenue Code in order to preserve full tax deductibility of such awards. We previously granted options to purchase shares of our common stock and restricted stock units under our 2006 Equity Incentive Plan and 2005 Stock Plan. The 2006 Equity Incentive Plan was terminated with respect to the grant of additional awards on June 12, 2014, upon adoption of our 2014 Plan. The 2005 Stock Plan was terminated with respect to the grant of additional awards upon the effectiveness of the 2006 Equity Incentive Plan. We will continue to issue new shares of common stock upon vesting of restricted stock units and the exercise of stock options previously granted under the 2006 Equity Incentive Plan and 2005 Stock Plan. Our stock options granted under the 2014 Plan, 2006 Plan and 2005 Stock Plan (collectively, the “Stock Plans”) generally vest over 4 years at a rate of 25% after one year and 1/48 th 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. On December 31, 2015 , no shares were subject to repurchase. Our restricted stock unit awards granted under the 2014 Plan, 2006 Plan and 2005 Stock Plan generally vest over four years at a rate of 25% after one year and 25% annually thereafter. In 2013 and 2014, 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 year 2013 was the fiscal years ending December 31, 2013 and 2014, and the measurement of achievement was based on our revenue results for the fiscal years ending December 31, 2013 and 2014. The performance-based contingency period for our restricted stock units with both service and performance-based vesting criteria granted in the fiscal year 2014 were for the fiscal years ending December 31, 2014 and 2015, and the measurement of achievement was based on our revenue results for the fiscal years ending December 31, 2014 and 2015. One-fourth of the shares earned and eligible to vest based on 2013 revenue for performance-based restricted stock units granted in 2013 became vested in 2014. The remaining shares granted in 2013 that are earned and eligible to vest based on 2013 revenue are scheduled to vest in equal annual installments between 2015 and 2017. In 2013, the total number of restricted stock units reported in the table below includes 324,375 units of performance shares of which only 113,742 units were earned and the remaining 210,633 units were cancelled in 2014 because the performance criteria was not fully met. In 2014, the total number of restricted stock units reported in the table below includes 228,750 units of performance shares of which none were earned with the remaining 228,750 units being cancelled in 2015 because the performance criteria was not met. $1.1 million of stock compensation expense recorded in 2013 related to performance-based restricted stock units was reversed in 2014 as a result of related financial metrics not being achieved for the year ended December 31, 2014. Expense recorded for performance-based restricted stock units is recognized on an accelerated basis over the required service periods based on the number of shares earned, or expected attainment for shares to be earned based on performance-based contingency periods that have not been completed. In March 2015, we granted market-based stock unit awards to certain members of senior management. Each market-based stock unit award represents a contingent right to receive certain shares of the Company’s common stock upon the attainment of certain stock prices over a four-year performance period. Once a stock price threshold is achieved, the portion of the award related to that threshold will vest on the one-year anniversary of the date of achievement, subject to the employee's continued service through each vesting date. Compensation expense related to these awards is recognized on an accelerated basis over the requisite service period. |
Summary of Business and Signi18
Summary of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule Of Property And Equipment Useful Life | 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 |
Balance Sheet Accounts (Tables)
Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule Of Cash And Cash Equivalents | As of December 31, 2014 and 2014, our cash and cash equivalent balances were invested as follows (in thousands): December 31, 2014 December 31, 2015 Cash $ 15,793 $ 8,086 Money market funds 35,622 54,624 Total cash and cash equivalents $ 51,415 $ 62,710 |
Schedule Of Accounts Receivable | As of December 31, 2014 and 2015 , our accounts receivable consisted of the following (in thousands): December 31, 2014 December 31, 2015 Commissions receivable 5,383 6,136 Accounts receivable – for other revenue $ 2,462 $ 3,511 Commissions receivable - for Medicare renewals 355 — Total accounts receivable $ 8,200 $ 9,647 |
Schedule Of Prepaid Expenses And Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2014 2015 Book-of-business transfers, net (current) $ 1,844 $ 1,518 Income tax receivable 276 — Prepaid maintenance contracts (current) 1,994 1,760 Prepaid insurance 1,056 270 Prepaid rent 366 364 Other assets (current) 938 1,273 Prepaid expenses and other current assets $ 6,474 $ 5,185 |
Schedule Of Property And Equipment | Property and equipment consisted of the following (in thousands) As of December 31, 2014 2015 Computer equipment and software $ 17,009 $ 16,973 Office equipment and furniture 3,486 3,479 Leasehold improvements 3,200 3,182 Property and equipment, gross 23,695 23,634 Less accumulated depreciation and amortization (14,055 ) (16,270 ) Property and equipment, net $ 9,640 $ 7,364 |
Schedule Of Other Assets | Other assets consisted of the following (in thousands): As of December 31, 2014 2015 Book-of-business transfers, net (non-current) $ 3,545 $ 1,866 Security deposits 604 607 Capitalized project costs 1,306 1,832 Prepaid maintenance contracts (non-current) 224 188 Deferred tax assets — 204 Other assets $ 5,679 $ 4,697 |
Schedule Of Intangible Assets | The carrying amounts, accumulated amortization, net carrying value and weighted average remaining life of our definite-lived amortizable intangible assets, as well as our indefinite-lived intangible trademarks, are presented in the tables below for (dollars in thousands, weighted-average useful life is as of December 31, 2015): December 31, 2014 December 31, 2015 Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2015 Technology $ 1,700 $ (1,587 ) $ 113 $ 1,700 $ (1,700 ) $ — 0 Pharmacy and customer relationships 10,100 (5,033 ) $ 5,067 10,100 (5,984 ) $ 4,116 4.3 years Trade names, trademarks and website addresses 907 (427 ) $ 480 907 (517 ) $ 390 4.3 years Total intangible assets subject to amortization $ 12,707 $ (7,047 ) 5,660 $ 12,707 $ (8,201 ) 4,506 Indefinite-lived trademarks and domain names 5,114 5,114 Indefinite Intangible assets $ 10,774 $ 9,620 |
Schedule Of Intangible Assets Future Amortization Expense | As of December 31, 2015 , expected amortization expense in future periods is as follows (in thousands): Years Ending December 31, Pharmacy and Customer Relationships Trade Names, Trademarks and Website Addresses Total 2016 950 90 1,040 2017 950 90 1,040 2018 950 90 1,040 2019 950 90 1,040 2020 316 30 346 Thereafter — — — Total 4,116 390 4,506 |
Schedule Of Other Current Liabilities | Other current liabilities consisted of the following (in thousands): As of December 31, 2014 2015 Payable to carriers – net of estimate for forfeitures $ 2,206 $ 2,474 Professional fees 230 183 Other accrued expenses 560 568 Total other current liabilities $ 2,996 $ 3,225 |
Schedule Of Non-Current Liabilities | Non-current liabilities consisted of the following (in thousands): As of December 31, 2014 2015 Deferred rent – non-current $ 1,196 $ 1,068 Income tax payable – non-current 4,605 3,221 Deferred tax liabilities - non-current 410 329 Other non-current liabilities 238 344 Total non-current liabilities $ 6,449 $ 4,962 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Classifications of Fair Value Hierarchy | We classify the inputs used to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, 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 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Common Stock Shares Reserved For Future Issuance | Shares of authorized but unissued common stock reserved for future issuance were as follows (in thousands): As of December 31, 2014 2015 Common stock: Stock options issued and outstanding 1,724 1,275 Restricted stock units issued and outstanding 873 966 Shares available for grant 4,164 3,542 Total shares reserved 6,761 5,783 |
Schedule Of Activity Under Stock Plans | The following table summarizes activity under our Stock Plans (in thousands): Shares Available for Grant (1) Shares available for grant December 31, 2012 3,982 Additional shares authorized (2) 818 Restricted stock units granted (3) (595 ) Options granted (227 ) Restricted stock units cancelled (4) 24 Options cancelled 83 Shares available for grant December 31, 2013 4,085 Additional shares authorized (2) 751 Restricted stock units granted (3) (563 ) Options granted (52 ) Restricted stock units cancelled (4) 25 Options cancelled 16 2014 Equity Incentive Plan adjustment (5) (98 ) Shares available for grant December 31, 2014 4,164 Additional shares authorized (2) — Restricted stock units granted (3) (730 ) Options granted (49 ) Restricted stock units cancelled (4) 135 Options cancelled 22 Shares available for grant December 31, 2015 3,542 (1) Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. (2) On January 1, 2013 , 2014 and 2015 , 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. (3) 2013 , 2014 and 2015 include grants of restricted stock units with both service and performance-based vesting criteria to our executive officers. (4) 2013 , 2014 and 2015 include cancelled restricted stock units with both service and performance-based vesting criteria. (5) On June 12, 2014, shares available for grant were adjusted to 4,500,000 pursuant to the terms of the 2014 Plan. |
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, 2012 2,956 $ 13.41 3.91 41,462 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 Granted 52 $ 36.26 Exercised (256 ) $ 16.04 6,472 Cancelled (51 ) $ 26.38 Balance outstanding at December 31, 2014 1,724 $ 18.50 3.31 12,884 Granted 49 $ 11.23 Exercised (164 ) $ 9.57 546 Cancelled (334 ) $ 20.72 Balance outstanding at December 31, 2015 1,275 $ 18.79 2.79 — Vested and expected to vest after December 31, 2015 1,261 $ 18.77 2.77 — Exercisable at December 31, 2015 1,058 $ 18.41 2.48 — (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 | 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, 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 Granted 563 $ 37.56 Vested (220 ) $ 19.59 Cancelled (249 ) $ 20.62 Balance outstanding at December 31, 2014 873 $ 30.86 2.52 $ 21,753 Granted 731 $ 10.63 Vested (231 ) $ 24.07 Cancelled (407 ) $ 34.23 Balance outstanding at December 31, 2015 966 $ 15.62 2.83 $ 9,636 (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 Activity Under Stock Repurchase Programs | Stock repurchase activity under our stock repurchase programs during the year ended December 31, 2013 , 2014 and 2015 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, 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 Repurchases of common stock during 2014 1,354,619 $ 36.91 50,000 Cumulative balance at December 31, 2014 10,663,888 $ 18.75 199,998 Repurchases of common stock during 2015 — $ — — Cumulative balance at December 31, 2015 10,663,888 $ — $ 199,998 (1) Average price paid per share includes commissions. |
Schedule Of Fair Value Of Stock Options Granted, Valuation Assumptions | The fair value of stock options granted to employees for the years ended December 31, 2013 , 2014 and 2015 was estimated using the following weighted average assumptions: Year Ended December 31, 2013 2014 2015 Expected term 4.3 4.2 4.3 Expected volatility 39.3% 47.2% 64.1% Expected dividend yield —% —% —% Risk-free interest rate 0.96% 1.41% 1.17% Weighted-average grant date fair value $9.52 $14.10 $5.67 |
Schedule Of Fair Value Of Market-Based Stock Unit Awards, Valuation Assumptions | The weighted-average fair value of the market-based stock unit awards was determined using the Monte Carlo simulation model using the following weighted average assumptions: Year Ended December 31, 2015 Expected term 2.59 Expected volatility 64.7 % Expected dividend yield — % Risk-free interest rate 1.13 % Weighted-average fair value $ 6.69 |
Schedule Of Stock-Based Compensation Expense By Award Type | The following table summarizes stock-based compensation expense recorded during the years ended December 31, 2013 , 2014 and 2015 (in thousands): Year Ended December 31, 2013 2014 2015 Common stock options $ 2,817 $ 2,215 $ 1,522 Restricted stock units 4,985 3,662 5,480 Total stock-based compensation expense $ 7,802 $ 5,877 $ 7,002 |
Schedule Of Stock-Based Compensation Expense By Operating Function | The following table summarizes stock-based compensation expense by operating function for the years ended December 31, 2013 , 2014 and 2015 (in thousands): Year Ended December 31, 2013 2014 2015 Marketing and advertising $ 2,112 $ 1,692 $ 1,950 Customer care and enrollment 342 386 477 Technology and content 1,641 1,611 1,728 General and administrative 3,707 2,188 2,734 Restructuring charges — — 113 Total stock-based compensation expense $ 7,802 $ 5,877 $ 7,002 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Before Income Tax, Domestic And Foreign | The components of our income (loss) before provision for income taxes were as follows (in thousands): Year Ended December 31, 2013 2014 2015 United States $ 3,412 $ (7,057 ) $ (6,041 ) Foreign 228 197 435 Income (loss) before provision for income taxes $ 3,640 $ (6,860 ) $ (5,606 ) |
Schedule Of Components Of Income Tax Expense | The provision (benefit) for income taxes consisted of the following (in thousands): Year Ended December 31, 2013 2014 2015 Current: Federal $ 3,650 $ 165 $ (584 ) State 269 113 (457 ) Foreign — 14 97 Total current 3,919 292 (944 ) Deferred: Federal (1,914 ) 7,935 121 State (88 ) 1,292 10 Foreign — (174 ) (30 ) Total deferred (2,002 ) 9,053 101 Provision (benefit) for income taxes $ 1,917 $ 9,345 $ (843 ) |
Schedule Of Effective Income Tax Rate Reconciliation | The following table provides a reconciliation of the federal statutory income tax rate to our effective tax rate: Year Ended December 31, 2013 2014 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes 3.9 1.6 8.1 Non-qualified stock option shortfalls, net — — (31.6 ) Lobbying 17.4 (6.3 ) (5.5 ) Change in valuation allowance — (164.7 ) 14.8 Research and development tax credits (8.8 ) 3.4 20.1 Stock-based compensation 1.2 (0.8 ) (23.0 ) Section 162(m) limitation 2.3 (2.7 ) — Other 1.7 (1.8 ) (2.9 ) Effective tax rate 52.7 % (136.3 )% 15.0 % |
Schedule Of Deferred Tax Assets And Liabilities | (in thousands): As of December 31, 2014 2015 Deferred tax assets: Federal, state and foreign net operating loss carry forwards $ 3,678 $ 844 Federal and state tax credit carry forwards 1,076 1,547 Stock-based compensation 4,585 2,946 Accruals and reserves 1,549 4,108 Intangible assets 2,138 1,782 Other 1,080 843 Gross deferred tax assets 14,106 12,070 Valuation allowance (11,747 ) (10,528 ) Total deferred tax assets 2,359 1,542 Deferred tax liabilities – intangible assets (2,076 ) (1,667 ) Deferred tax liabilities – fixed assets (307 ) — Total net deferred tax assets (liabilities) $ (24 ) $ (125 ) Net deferred tax assets $ 386 $ 204 Net deferred tax liabilities (410 ) (329 ) Total net deferred tax liabilities $ (24 ) $ (125 ) |
Schedule Of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of our unrecognized tax benefits is as follows (in thousands): Unrecognized Tax Benefits Balance at December 31, 2012 $ 4,550 Increases based on tax positions related to the prior year 223 Decreases based on tax positions related to the prior year — 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 Increases based on tax positions related to the prior year 1,159 Decreases based on tax positions related to the prior year — Lapse of statute of limitations — Additions based on tax positions related to the current year — Settlements — Balance at December 31, 2014 6,756 Increases based on tax positions related to the prior year 344 Decreases based on tax positions related to the prior year (24 ) Lapse of statute of limitations (1,301 ) Additions based on tax positions related to the current year 409 Settlements — Balance at December 31, 2015 $ 6,184 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule Of Computation Of Basic And Diluted Net Income Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share amounts): Year Ended December 31, 2013 2014 2015 Basic: Numerator: Net income (loss) allocated to common stock $ 1,723 $ (16,205 ) $ (4,763 ) Denominator: Net weighted average number of common stock shares outstanding 19,145 18,367 18,008 Net income (loss) per share—basic: $ 0.09 $ (0.88 ) $ (0.26 ) Diluted: Numerator: Net income (loss) allocated to common stock $ 1,723 $ (16,205 ) $ (4,763 ) Denominator: Net weighted average number of common stock shares outstanding 19,145 18,367 18,008 Weighted average number of options 548 — — Weighted average number of restricted stock units 153 — — Total common stock shares used in per share calculation 19,846 18,367 18,008 Net income (loss) per share—diluted: $ 0.09 $ (0.88 ) $ (0.26 ) |
Schedule Of Anti-dilutive Shares Excluded From Computation Of Net Income Per Share | The number of outstanding weighted average anti-dilutive shares that were excluded from the computation of diluted net income (loss) per share consisted of the following (in thousands): Year Ended December 31, 2013 2014 2015 Common stock options 92 1,815 1,484 Restricted stock units 6 728 866 Total 98 2,543 2,350 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following table summarizes the total cash and non-cash restructuring charges recorded during the year ended December 31, 2015 (in thousands): 2015 Employee termination costs $ 3,791 Non-cash employee termination costs - stock-based compensation 113 Facility and other termination costs 637 Total restructuring charges $ 4,541 |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Charges In March 2015, we implemented an organizational restructuring and cost reduction plan designed to rebalance our resources and help reduce our cost structure as a result of lower than expected individual and family health insurance plan membership and revenue. As part of the plan, we eliminated approximately 160 full-time positions in the United States, representing approximately 15% of our workforce primarily in our technology and content and customer care and enrollment groups, and to a lesser extent, in our marketing and advertising and general and administrative groups. We incurred pre-tax restructuring charges of approximately $3.9 million for employee termination benefits and related costs as well as $0.6 million in other pre-tax restructuring charges, primarily consisting of facility exit costs. The majority of the restructuring charges were recorded in the first quarter of 2015, when the activities comprising the plan were approved and substantially completed. In March 2015, as part of our restructuring activities, we also eliminated certain positions in our China operation. The following table summarizes the total cash and non-cash restructuring charges recorded during the year ended December 31, 2015 (in thousands): 2015 Employee termination costs $ 3,791 Non-cash employee termination costs - stock-based compensation 113 Facility and other termination costs 637 Total restructuring charges $ 4,541 The following table summarizes the cash-based restructuring charges liability activity during the year ended December 31, 2015 (in thousands): Twelve Months Ended December 31, 2015 Beginning balance Charges Payments Ending balance Employee termination costs $ — $ 3,791 $ (3,779 ) $ 12 Facility and other termination costs — 637 (216 ) 421 Total restructuring liability $ — $ 4,428 $ (3,995 ) $ 433 Less: non-current restructuring charges associated with facilities (210 ) Restructuring charges liability - current $ 223 The following table summarizes the cash-based restructuring charges liability activity during the year ended December 31, 2015 (in thousands): Twelve Months Ended December 31, 2015 Beginning balance Charges Payments Ending balance Employee termination costs $ — $ 3,791 $ (3,779 ) $ 12 Facility and other termination costs — 637 (216 ) 421 Total restructuring liability $ — $ 4,428 $ (3,995 ) $ 433 Less: non-current restructuring charges associated with facilities (210 ) Restructuring charges liability - current $ 223 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Future Minimum Rental Payments For Operating Leases | The following table presents a summary of our future minimum payments under non-cancellable operating lease agreements and contractual service and licensing obligations as of December 31, 2015 (in thousands): Years Ending December 31, Operating Lease Obligations Service and Licensing Obligations Total Obligations 2016 $ 4,869 $ 976 $ 5,845 2017 4,389 557 4,946 2018 3,216 — 3,216 2019 1,046 — 1,046 2020 1,075 — 1,075 Thereafter 2,445 — 2,445 Total $ 17,040 $ 1,533 $ 18,573 |
Operating Segments, Geographi26
Operating Segments, Geographic Information and Significant Customers (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule Of Long Lived Assets By Geographical Areas | 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): December 31, 2014 December 31, 2015 United States $ 39,752 $ 35,341 China 437 436 Total $ 40,189 $ 35,777 |
Schedule Of Revenue By Major Customers | Carriers representing 10% or more of our total revenue for the years ended December 31, 2013 , 2014 and 2015 are presented in the table below: Year Ended December 31, 2013 2014 2015 Humana 21 % 23 % 23 % Anthem (1) 12 % 11 % 9 % UnitedHealthcare (2) 11 % 10 % 11 % Aetna (3) 10 % 10 % 10 % (1) Anthem (formerly Wellpoint) also includes other carriers owned by Anthem. (2) UnitedHealthcare also includes other carriers owned by UnitedHealthcare. (3) Aetna also includes other carriers owned by Aetna. |
Selected Quarterly Financial 27
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule Of Quarterly Financial Information (Unaudited) | Selected summarized quarterly financial information for 2015 and 2014 is as follows (in thousands, except per share amounts): 2015 1 st Quarter 2 ND Quarter 3 RD Quarter 4 TH Quarter Year Revenue $ 61,288 $ 39,894 $ 38,224 $ 50,135 $ 189,541 Income (loss) from operations (2,012 ) 5,828 2,925 (12,392 ) $ (5,651 ) Net income (loss) (2,082 ) 5,750 3,635 (12,066 ) $ (4,763 ) Net income (loss) per share: Basic $ (0.12 ) $ 0.32 $ 0.20 $ (0.67 ) $ (0.26 ) Diluted $ (0.12 ) $ 0.32 $ 0.20 $ (0.67 ) $ (0.26 ) 2014 1 st Quarter 2 ND Quarter 3 RD Quarter 4 TH Quarter Year Revenue $ 50,940 $ 42,594 $ 41,168 $ 44,975 $ 179,677 Income (loss) from operations (3,110 ) 6,348 3,766 (13,766 ) $ (6,762 ) Net income (loss) (1,553 ) 3,023 1,524 (19,199 ) $ (16,205 ) Net income (loss) per share: Basic $ (0.08 ) $ 0.16 $ 0.09 $ (1.08 ) $ (0.88 ) Diluted $ (0.08 ) $ 0.15 $ 0.08 $ (1.08 ) $ (0.88 ) |
Summary of Business and Signi28
Summary of Business and Significant Accounting Policies (Narrative) (Details) $ in Millions | 12 Months Ended | 20 Months Ended | |||
Dec. 31, 2015USD ($)state | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Jun. 30, 2012USD ($) | |
Accounting Policies [Abstract] | |||||
Number of states in which the Company is licensed to market and sell health insurance | state | 50 | ||||
Book-of-business transfers consideration, total to date | $ 6.3 | $ 13.9 | |||
Amortization expense of consideration | $ 2 | $ 2 | $ 3.1 | ||
Advertising expense | 66.5 | 61.3 | 63.4 | ||
Research and development expense | 10.6 | 12.1 | 10.1 | ||
Capitalized web development costs | 1.1 | 1.2 | |||
Amortization of capitalized web development costs | $ 0.6 | 0.2 | |||
Vesting term for awards | 4 years | ||||
Maximum annual contribution per employee | 25.00% | ||||
401(k), employer matching contribution percent | 1.00% | ||||
Matching contributions vesting period | 3 years | ||||
Matching contributions made to 401(k) plan | $ 0.3 | $ 0.4 | $ 0.3 |
Summary of Business and Signi29
Summary of Business and Significant Accounting Policies (Schedule Of Property And Equipment Useful Life) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Computer Equipment And Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3 years |
Computer Equipment And Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 5 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] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 10 years |
Balance Sheet Accounts (Narrati
Balance Sheet Accounts (Narrative) (Details) $ in Thousands | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($)customer | Dec. 31, 2015USD ($)customer | Dec. 31, 2014USD ($)customer | Dec. 31, 2013USD ($) |
Concentration Risk [Line Items] | |||||
Accounts receivable | $ 8,200 | $ 9,647 | $ 8,200 | ||
Depreciation, Depletion and Amortization | 4,100 | 4,200 | $ 3,300 | ||
Intangible asset impairment charge | $ 100 | ||||
Amortization of acquired intangible assets | 1,153 | 1,529 | 1,414 | ||
Acquired indefinite-lived intangible assets | $ 4,800 | ||||
Cash paid for intangible assets acquired | 4,500 | $ 0 | $ 4,500 | $ 0 | |
Outstanding receivables | $ 300 | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of significant customers | customer | 3 | 3 | 3 | ||
Concentration Risk, Percentage | 57.00% | 61.00% | |||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 24.00% | 30.00% | |||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 18.00% | 17.00% | |||
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 15.00% | 14.00% | |||
Allowance for Receivables [Member] | Other commissions receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Allowance for estimated forfeitures | $ 1,000 | $ 1,100 | $ 1,000 |
Balance Sheet Accounts (Schedul
Balance Sheet Accounts (Schedule of Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash | $ 8,086 | $ 15,793 | ||
Money market funds | 54,624 | 35,622 | ||
Total cash and cash equivalents | $ 62,710 | $ 51,415 | $ 107,055 | $ 140,849 |
Balance Sheet Accounts (Sched32
Balance Sheet Accounts (Schedule of Accounts Receivable) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 9,647 | $ 8,200 |
Commissons Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 6,136 | 5,383 |
Accounts receivable - for other revenues [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 3,511 | 2,462 |
Medicare renewal commissions receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 0 | $ 355 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration Risk, Percentage | 57.00% | 61.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Concentration Risk Customer Two [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Concentration Risk, Percentage | 18.00% | 17.00% |
Balance Sheet Accounts (Sched33
Balance Sheet Accounts (Schedule of Prepaid Expenses and Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
Book-of-business transfers, net (current) | $ 1,518 | $ 1,844 |
Income tax receivable | 0 | 276 |
Prepaid maintenance contracts (current) | 1,760 | 1,994 |
Prepaid insurance | 270 | 1,056 |
Prepaid rent | 364 | 366 |
Other assets (current) | 1,273 | 938 |
Prepaid expenses and other current assets | $ 5,185 | $ 6,474 |
Balance Sheet Accounts (Sched34
Balance Sheet Accounts (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
Computer equipment and software | $ 16,973 | $ 17,009 |
Office equipment and furniture | 3,479 | 3,486 |
Leasehold improvements | 3,182 | 3,200 |
Property and equipment, gross | 23,634 | 23,695 |
Less accumulated depreciation and amortization | (16,270) | (14,055) |
Property and equipment, net | $ 7,364 | $ 9,640 |
Balance Sheet Accounts (Sched35
Balance Sheet Accounts (Schedule of Other Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
Book-of-business transfers, net (non-current) | $ 1,866 | $ 3,545 |
Security deposits | 607 | 604 |
Capitalized project costs | 1,832 | 1,306 |
Prepaid maintenance contracts (non-current) | 188 | 224 |
Deferred tax assets | 204 | 0 |
Other assets | $ 4,697 | $ 5,679 |
Balance Sheet Accounts (Sched36
Balance Sheet Accounts (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 12,707 | $ 12,707 |
Accumulated Amortization | (8,201) | (7,047) |
Total finite-lived intangible assets, net | 4,506 | 5,660 |
Indefinite-lived trademarks and domain names | 5,114 | 5,114 |
Intangible assets | 9,620 | 10,774 |
Technology [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,700 | 1,700 |
Accumulated Amortization | (1,700) | (1,587) |
Total finite-lived intangible assets, net | $ 0 | 113 |
Weighted Average Remaining Life | 0 years | |
Pharmacy And Customer Relationships [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,100 | 10,100 |
Accumulated Amortization | (5,984) | (5,033) |
Total finite-lived intangible assets, net | $ 4,116 | 5,067 |
Weighted Average Remaining Life | 4 years 3 months 18 days | |
Trade Names, Trademarks and Website Addresses [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 907 | 907 |
Accumulated Amortization | (517) | (427) |
Total finite-lived intangible assets, net | $ 390 | $ 480 |
Weighted Average Remaining Life | 4 years 3 months 18 days |
Balance Sheet Accounts (Sched37
Balance Sheet Accounts (Schedule of Intangible Asset Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
2,015 | $ 1,040 | |
2,016 | 1,040 | |
2,017 | 1,040 | |
2,018 | 1,040 | |
2,019 | 346 | |
Thereafter | 0 | |
Total finite-lived intangible assets, net | 4,506 | $ 5,660 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total finite-lived intangible assets, net | 0 | 113 |
Pharmacy And Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,015 | 950 | |
2,016 | 950 | |
2,017 | 950 | |
2,018 | 950 | |
2,019 | 316 | |
Thereafter | 0 | |
Total finite-lived intangible assets, net | 4,116 | 5,067 |
Trade Names, Trademarks and Website Addresses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,015 | 90 | |
2,016 | 90 | |
2,017 | 90 | |
2,018 | 90 | |
2,019 | 30 | |
Thereafter | 0 | |
Total finite-lived intangible assets, net | $ 390 | $ 480 |
Balance Sheet Accounts (Sched38
Balance Sheet Accounts (Schedule of Other Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
Payable to carriers – net of estimate for forfeitures | $ 2,474 | $ 2,206 |
Professional fees | 183 | 230 |
Other accrued expenses | 568 | 560 |
Total other current liabilities | $ 3,225 | $ 2,996 |
Balance Sheet Accounts (Sched39
Balance Sheet Accounts (Schedule of Non-Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred rent – non-current | $ 1,068 | $ 1,196 |
Income tax payable – non-current | 3,221 | 4,605 |
Deferred tax liabilities - non-current | 329 | 410 |
Other non-current liabilities | 344 | 238 |
Total non-current liabilities | $ 4,962 | $ 6,449 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||
Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 12, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2012 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Shares authorized | 110,000,000 | |||||||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||
Shares available for grant | 3,542,000 | [1] | 4,164,000 | [1] | 4,085,000 | [1] | 4,500,000 | 3,982,000 | [1] | |||||
Vesting term for awards | 4 years | |||||||||||||
Restricted stock units issued and outstanding (in shares) | 966,000 | 873,000 | ||||||||||||
Share-based compensation expense | $ 7,002,000 | $ 5,877,000 | $ 7,802,000 | |||||||||||
Total fair value of options vested | 1,600,000 | 2,300,000 | 3,300,000 | |||||||||||
Unrecognized stock-based compensation, options | 1,600,000 | |||||||||||||
Total fair value of restricted stock units vested | 2,600,000 | $ 10,300,000 | $ 3,500,000 | |||||||||||
Unrecognized stock-based compensation, restricted stock units | $ 11,700,000 | |||||||||||||
Stock repurchase program, authorized amount | $ 50,000,000 | |||||||||||||
Aggregate number of shares repurchased under stock repurchase program | 1,400,000 | |||||||||||||
Cost of repurchased shares under stock repurchase program | $ 50,000,000 | |||||||||||||
Average price per share of stock repurchased under stock repurchase program | $ 36.91 | $ 0 | [2] | $ 36.91 | [2] | $ 20.27 | [2] | |||||||
Shares surrendered to satisfy tax withholding requirements | 362,045 | |||||||||||||
Treasury stock number of shares held | 11,025,933 | 10,945,607 | ||||||||||||
Common stock options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Recognition period for unrecognized stock-based compensation expense | 1 year 7 months 18 days | |||||||||||||
Restricted stock units [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vesting term for awards | 2 years 5 months 16 days | |||||||||||||
Restricted Stock Units [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Restricted stock units issued and outstanding (in shares) | [3] | 966,000 | 873,000 | 779,000 | 381,000 | |||||||||
Share-based compensation expense | $ 1,100,000 | |||||||||||||
Performance shares [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Restricted stock units issued and outstanding (in shares) | 113,742 | 228,750 | 324,375 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 228,750 | 210,633 | ||||||||||||
Period One [Member] | Common stock options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vesting term for awards | 4 years | |||||||||||||
Vesting percent | 25.00% | |||||||||||||
Period One [Member] | Restricted stock units [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vesting term for awards | 4 years | |||||||||||||
Vesting percent | 25.00% | |||||||||||||
Period Two [Member] | Common stock options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vesting term for awards | 1 year | |||||||||||||
Vesting percent | 25.00% | |||||||||||||
Period Two [Member] | Restricted stock units [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Vesting term for awards | 1 year | |||||||||||||
Vesting percent | 25.00% | |||||||||||||
Prior to December 31, 2007 [Member] | Common stock options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Expiration period for awards | 10 years | |||||||||||||
Subsequent to December 31, 2007 [Member] | Common stock options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Expiration period for awards | 7 years | |||||||||||||
[1] | Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. | |||||||||||||
[2] | Average price paid per share includes commissions. | |||||||||||||
[3] | Includes restricted stock units with both service and performance-based vesting criteria granted to our executive officers. |
Stockholders' Equity (Schedule
Stockholders' Equity (Schedule of Shares Reserved) (Details) - shares | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 12, 2014 | Dec. 31, 2013 | [1] | Dec. 31, 2012 | [1] | ||
Stockholders' Equity Note [Abstract] | |||||||||
Restricted stock units issued and outstanding | 966,000 | 873,000 | |||||||
Shares available for grant | 3,542,000 | [1] | 4,164,000 | [1] | 4,500,000 | 4,085,000 | 3,982,000 | ||
Total shares reserved | 5,783,000 | 6,761,000 | |||||||
[1] | Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. |
Stockholders' Equity (Schedul42
Stockholders' Equity (Schedule of Stock Plan Activity) (Details) - shares shares in Thousands | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Movement in Shares Available for Grant [Roll Forward] | |||||||
Shares available for grant | [1] | 4,164 | 4,085 | 3,982 | |||
Reduction in number of authorized shares | [1] | (751) | |||||
Additional shares authorized | [1],[2] | 0 | 563 | 818 | |||
Restricted stock units granted | [1] | (730) | [3] | (25) | (595) | [3] | |
Options granted | [1] | (49) | (52) | [3] | (227) | ||
Restricted stock units cancelled | [1],[4] | 135 | 16 | 24 | |||
Options cancelled | [1] | 22 | 83 | ||||
2014 Equity Incentive Plan adjustment | [1] | (98) | |||||
Shares available for grant | [1] | 3,542 | 4,164 | 4,085 | |||
[1] | Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. | ||||||
[2] | On January 1, 2013, 2014 and 2015, 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. | ||||||
[3] | 2013, 2014 and 2015 include grants of restricted stock units with both service and performance-based vesting criteria to our executive officers. | ||||||
[4] | 2013, 2014 and 2015 include cancelled restricted stock units with both service and performance-based vesting criteria |
Stockholders' Equity (Schedul43
Stockholders' Equity (Schedule of Option Activity Under Stock Plans) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Number of Stock Options | ||||||
Stock options issued and outstanding | 1,724 | |||||
Granted | [1] | 49 | 52 | [2] | 227 | |
Cancelled | [1] | (22) | (83) | |||
Stock options issued and outstanding | 1,275 | 1,724 | ||||
Common stock options [Member] | ||||||
Number of Stock Options | ||||||
Stock options issued and outstanding | 1,724 | 1,979 | 2,956 | |||
Granted | 49 | 52 | 227 | |||
Exercised | (164) | (256) | (1,121) | |||
Cancelled | (334) | (51) | (83) | |||
Stock options issued and outstanding | 1,275 | 1,724 | 1,979 | 2,956 | ||
Options vested and expected to vest | 1,261 | |||||
Options exercisable | 1,058 | |||||
Weighted Average Exercise Price | ||||||
Weighted-average exercise price, balance outstanding | $ 18.50 | $ 17.91 | $ 13.41 | |||
Granted | 11.23 | 36.26 | 28.82 | |||
Exercised | 9.57 | 16.04 | 8.22 | |||
Cancelled | 20.72 | 26.38 | 18.40 | |||
Weighted-average exercise price, balance outstanding | 18.79 | $ 18.50 | $ 17.91 | $ 13.41 | ||
Weighted-average exercise price, vested and expected to vest | 18.77 | |||||
Weighted-average exercise price, exercisable | $ 18.41 | |||||
Weighted-average remaining contractual life (years), balance outstanding | 2 years 9 months 15 days | 3 years 3 months 21 days | 4 years 2 months 12 days | 3 years 10 months 27 days | ||
Weighted-average remaining contractual life (years), vested and expected to Vest | 2 years 9 months 7 days | |||||
Weighted-average remaining contractual life (years), exercisable | 2 years 5 months 23 days | |||||
Aggregate intrinsic value, balance outstanding | [3] | $ 12,884 | $ 56,569 | $ 41,462 | ||
Aggregate intrinsic value, exercised | [3] | 546 | 6,472 | 22,486 | ||
Aggregate intrinsic value, vested and expected to vest | [3] | 0 | ||||
Aggregate intrinsic value, exercisable | [3] | 0 | ||||
Aggregate intrinsic value, balance outstanding | [3] | $ 0 | $ 12,884 | $ 56,569 | $ 41,462 | |
[1] | Shares available for grant do not include treasury stock shares that could be granted if we determined to do so. | |||||
[2] | 2013, 2014 and 2015 include grants of restricted stock units with both service and performance-based vesting criteria to our executive officers. | |||||
[3] | 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. |
Stockholders' Equity (Schedul44
Stockholders' Equity (Schedule of Restricted Stock Unit Activity Under Stock Plans) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Number of Restricted Stock Units | |||||||
Restricted Stock Units Issued And Outstanding | 873 | ||||||
Granted | [2] | 730 | [1] | 25 | 595 | [1] | |
Cancelled | [2],[3] | (135) | (16) | (24) | |||
Restricted Stock Units Issued And Outstanding | 966 | 873 | |||||
Restricted Stock Units [Member] | |||||||
Number of Restricted Stock Units | |||||||
Restricted Stock Units Issued And Outstanding | [4] | 873 | 779 | 381 | |||
Granted | [4] | 731 | 563 | 595 | |||
Vested | [4] | (231) | (220) | (173) | |||
Cancelled | [4] | (407) | (249) | (24) | |||
Restricted Stock Units Issued And Outstanding | [4] | 966 | 873 | 779 | 381 | ||
Weighted-Average Grant Date Fair Value | |||||||
Weighted-Average Grant Date Fair Value, Balance | $ 30.86 | $ 19.57 | $ 16.21 | ||||
Granted | 10.63 | 37.56 | 20.73 | ||||
Vested | 24.07 | 19.59 | 15.78 | ||||
Cancelled | 34.23 | 20.62 | 17.33 | ||||
Weighted-Average Grant Date Fair Value, Balance | $ 15.62 | $ 30.86 | $ 19.57 | $ 16.21 | |||
Weighted-Average Remaining Contractual Life (years) | 2 years 9 months 29 days | 2 years 6 months 7 days | 2 years 3 months 18 days | 2 years 2 months 19 days | |||
Aggregate Intrinsic Value, Balance Outstanding | [5] | $ 9,636 | $ 21,753 | $ 36,220 | $ 10,464 | ||
[1] | 2013, 2014 and 2015 include grants of restricted stock units with both service and performance-based vesting criteria 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] | 2013, 2014 and 2015 include cancelled restricted stock units with both service and performance-based vesting criteria | ||||||
[4] | Includes restricted stock units with both service and performance-based vesting criteria granted to our executive officers. | ||||||
[5] | 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. |
Stockholders' Equity (Schedul45
Stockholders' Equity (Schedule of Stock Repurchase Activity Under Stock Repurchase Programs) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||
Movement in Treasury Stock, Shares RollForward [Roll Forward] | ||||||||
Total Number Of Shares Purchased, Cumulative Balance | 10,663,888 | 9,309,269 | 6,397,803 | |||||
Amount of Repurchase, Cumulative Balance | $ 199,998 | $ 149,998 | $ 90,991 | |||||
Total Number of Shares Purchased, Repurchases of common stock | 0 | 1,354,619 | 2,911,466 | |||||
Amount of Repurchase, Repurchases of Common Stock | $ 0 | $ 50,000 | $ 59,007 | |||||
Total Number Of Shares Purchased, Cumulative Balance | 10,663,888 | 10,663,888 | 9,309,269 | |||||
Amount of Repurchase, Cumulative Balance | $ 199,998 | $ 199,998 | $ 149,998 | |||||
Average Price Paid per Treasury Share [Abstract] | ||||||||
Average Price Paid per Share, Cumulative Balance | [1] | $ 18.75 | $ 16.11 | $ 14.22 | ||||
Average Price Paid per Share, Repurchases of common stock | $ 36.91 | 0 | [1] | 36.91 | [1] | 20.27 | [1] | |
Average Price Paid per Share, Cumulative Balance | [1] | $ 0 | $ 18.75 | $ 16.11 | ||||
[1] | Average price paid per share includes commissions. |
Stockholders' Equity (Schedul46
Stockholders' Equity (Schedule of Fair Value of Stock Options, Valuation Assumptions) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 4 years 3 months 7 days | 4 years 2 months 12 days | 4 years 3 months 18 days |
Expected volatility | 64.10% | 47.20% | 39.30% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.17% | 1.41% | 0.96% |
Weighted-average grant-date fair value | $ 5.67 | $ 14.10 | $ 9.52 |
Management [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 2 years 7 months 2 days | ||
Expected volatility | 64.70% | ||
Expected dividend yield | 0.00% | ||
Risk-free interest rate | 1.13% | ||
Weighted-average grant-date fair value | $ 6.69 |
Stockholders' Equity (Schedul47
Stockholders' Equity (Schedule of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | |||
Common stock options | $ 1,522 | $ 2,215 | $ 2,817 |
Restricted stock units | 5,480 | 3,662 | 4,985 |
Total stock-based compensation expense | $ 7,002 | $ 5,877 | $ 7,802 |
Stockholders' Equity (Schedul48
Stockholders' Equity (Schedule of Stock-Based Compensation Expense By Operating Function) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Component Of Stock Based Compensation Expense [Line Items] | |||
Total Stock-Based Compensation Expense | $ 7,002 | $ 5,877 | $ 7,802 |
Marketing And Advertising [Member] | |||
Component Of Stock Based Compensation Expense [Line Items] | |||
Total Stock-Based Compensation Expense | 1,950 | 1,692 | 2,112 |
Customer Care And Enrollment [Member] | |||
Component Of Stock Based Compensation Expense [Line Items] | |||
Total Stock-Based Compensation Expense | 477 | 386 | 342 |
Technology And Content [Member] | |||
Component Of Stock Based Compensation Expense [Line Items] | |||
Total Stock-Based Compensation Expense | 1,728 | 1,611 | 1,641 |
General And Administrative [Member] | |||
Component Of Stock Based Compensation Expense [Line Items] | |||
Total Stock-Based Compensation Expense | 2,734 | 2,188 | 3,707 |
Restructuring Charges [Member] | |||
Component Of Stock Based Compensation Expense [Line Items] | |||
Total Stock-Based Compensation Expense | $ 113 | $ 0 | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Line Items] | ||||
Increase (decrease) in net valuation allowance | $ (1,200) | $ 11,300 | ||
Federal net operating loss portion resulting from option exercises | 13,300 | |||
State net operating loss portion resulting from option exercises | 58,300 | |||
Excess tax benefits from stock-based compensation | 0 | 147 | $ 3,383 | |
Federal and state tax credit carry forwards | 1,547 | 1,076 | ||
Tax credit carryforwards subject to expiration | 2,300 | |||
Tax credit carryforwards not subject to expiration | 1,800 | |||
Unrecognized tax benefits | 6,184 | 6,756 | 5,597 | $ 4,550 |
Unrecognized tax benefits that would impact effective tax rate | 2,800 | $ 4,300 | $ 4,600 | |
Accrued interest related to uncertain tax positions | 400 | |||
Estimated interest expense | 100 | |||
Income tax liabilities related to accrued interest and penalties | 3,200 | |||
Federal Tax Authority [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carry forwards | 14,700 | |||
Annual limitation of operating loss carry forward | 2,500 | |||
Federal and state tax credit carry forwards | 4,100 | |||
State Tax Jurisdiction [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carry forwards | 66,800 | |||
Annual limitation of operating loss carry forward | 100 | |||
Operating loss carry forwards subject to an annual limitations | 3,100 | |||
Federal and state tax credit carry forwards | 3,100 | |||
United States [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Increase (decrease) in net valuation allowance | $ 10,500 |
Income Taxes (Schedule of Compo
Income Taxes (Schedule of Components of Pre-Tax Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (6,041) | $ (7,057) | $ 3,412 |
Foreign | 435 | 197 | 228 |
Income (loss) before provision (benefit) for income taxes | $ (5,606) | $ (6,860) | $ 3,640 |
Income Taxes (Schedule of Curre
Income Taxes (Schedule of Current and Deferred Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ (584) | $ 165 | $ 3,650 |
State | (457) | 113 | 269 |
Current Foreign Tax Expense (Benefit) | 97 | 14 | 0 |
Total current | (944) | 292 | 3,919 |
Deferred: | |||
Federal | 121 | 7,935 | (1,914) |
State | 10 | 1,292 | (88) |
Deferred Foreign Income Tax Expense (Benefit) | (30) | (174) | 0 |
Total deferred | 101 | 9,053 | (2,002) |
Provision (benefit) for income taxes | $ (843) | $ 9,345 | $ 1,917 |
Income Taxes (Income Tax Rate R
Income Taxes (Income Tax Rate Reconciliation Schedule) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State income taxes | 8.10% | 1.60% | 3.90% |
Non-qualified stock option shortfalls, net | (31.60%) | 0.00% | 0.00% |
Lobbying | (5.50%) | (6.30%) | 17.40% |
Change in valuation allowance | 14.80% | (164.70%) | 0.00% |
Research and development tax credits | 20.10% | 3.40% | (8.80%) |
Stock-based compensation | (23.00%) | (0.80%) | 1.20% |
Section 162(m) limitation | 0.00% | (2.70%) | 2.30% |
Other | (2.90%) | (1.80%) | 1.70% |
Effective tax rate | 15.00% | (136.30%) | 52.70% |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Federal, state and foreign net operating loss carry forwards | $ 844 | $ 3,678 |
Federal and state tax credit carry forwards | 1,547 | 1,076 |
Stock-based compensation | 2,946 | 4,585 |
Accruals and reserves | 4,108 | 1,549 |
Intangible assets | 1,782 | 2,138 |
Other | 843 | 1,080 |
Gross deferred tax assets | 12,070 | 14,106 |
Valuation allowance | (10,528) | (11,747) |
Total deferred tax assets | 1,542 | 2,359 |
Deferred tax liabilities – intangible assets | (1,667) | (2,076) |
Deferred tax liabilities – fixed assets | 0 | (307) |
Total net deferred tax assets (liabilities) | (125) | (24) |
Net deferred tax assets – current | 386 | |
Net deferred tax assets – non-current | 204 | 0 |
Net deferred tax liabilities | $ (329) | $ (410) |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Unrecognized Tax Benefits Schedule) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $ 6,756 | $ 5,597 | $ 4,550 |
Increases based on tax positions related to the prior year | 344 | 1,159 | 223 |
Decreases based on tax positions related to the prior year | (24) | 0 | 0 |
Additions based on tax positions related to the current year | 409 | 0 | 890 |
Lapse of statute of limitations | (1,301) | 0 | (66) |
Settlements | 0 | 0 | 0 |
Unrecognized tax benefits, ending balance | $ 6,184 | $ 6,756 | $ 5,597 |
Net Income (Loss) Per Share (Sc
Net Income (Loss) Per Share (Schedule of Computation of Basic and Diluted Net Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) allocated to common stock | $ (12,066) | $ 3,635 | $ 5,750 | $ (2,082) | $ (19,199) | $ 1,524 | $ 3,023 | $ (1,553) | $ (4,763) | $ (16,205) | $ 1,723 |
Net weighted average number of common stock shares outstanding | 18,008 | 18,367 | 19,145 | ||||||||
Net income per share-basic (in usd per share) | $ (0.67) | $ 0.20 | $ 0.32 | $ (0.12) | $ (1.08) | $ 0.09 | $ 0.16 | $ (0.08) | $ (0.26) | $ (0.88) | $ 0.09 |
Weighted average number of options | 0 | 0 | 548 | ||||||||
Weighted average number of restricted stock units | 0 | 0 | 153 | ||||||||
Total common stock shares used in per share calculation | 18,008 | 18,367 | 19,846 | ||||||||
Net income per share-diluted (in usd per share) | $ (0.67) | $ 0.20 | $ 0.32 | $ (0.12) | $ (1.08) | $ 0.08 | $ 0.15 | $ (0.08) | $ (0.26) | $ (0.88) | $ 0.09 |
Net Income (Loss) Per Share (56
Net Income (Loss) Per Share (Schedule of Anti-Dilutive Shares Excluded from Computation Of Net Income Per Share) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 2,350 | 2,543 | 98 |
Common stock options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 1,484 | 1,815 | 92 |
Restricted stock units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 866 | 728 | 6 |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)position | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 4,541 | $ 0 | $ 0 |
Employee Termination Benefits and Related Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 3,900 | ||
Facility and Other Termination Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 637 | ||
United States [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Number of Positions Eliminated | position | 160 | ||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 15.00% |
Restructuring Charges (Restruct
Restructuring Charges (Restructuring Activities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 4,541 | $ 0 | $ 0 |
Employee Termination Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 3,791 | ||
Non-cash Employee Termination Costs - Stock-based Compensation [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 113 | ||
Facility and Other Termination Costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 637 |
Restructuring Charges (Liabilit
Restructuring Charges (Liability Activities) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Charges | 4,428 |
Payments | (3,995) |
Ending balance | 433 |
Less: non-current restructuring charges associated with facilities | (210) |
Restructuring charges liability - current | 223 |
Employee Termination Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Charges | 3,791 |
Payments | (3,779) |
Ending balance | 12 |
Facility and Other Termination Costs [Member] | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Charges | 637 |
Payments | (216) |
Ending balance | $ 421 |
Commitments and Contingencies60
Commitments and Contingencies (Narrative) (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Mar. 10, 2015class_action_lawsuit | |
Commitments And Contingencies Disclosure [Line Items] | ||||
Future minimum payments related to operating lease | $ 18,573 | |||
Standby letter of credit | $ 300 | $ 600 | ||
Reduction of standby letter of credit financial guarantee amount, percentage | 25.00% | |||
Operating leases, rent expense, net | $ 5,400 | $ 5,300 | $ 4,800 | |
Number of class action lawsuits filed against Company | class_action_lawsuit | 2 | |||
Mountain View, California lease agreement [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Base rent of operating lease | $ 600 | |||
Operating lease, percentage of annual base rent increase | 3.00% | |||
Future minimum payments related to operating lease | $ 6,800 | |||
Westford, Massachusetts Lease Agreement [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Future minimum payments related to operating lease | $ 1,200 | |||
Operating lease term | 5 years 3 months | |||
Office space, square feet | ft² | 20,000 | |||
Gold River, California Lease Agreement [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Future minimum payments related to operating lease | $ 3,600 | |||
Operating lease term | 4 years 5 months | |||
Office space, square feet | ft² | 50,000 |
Commitments and Contingencies61
Commitments and Contingencies (Schedule of Future Minimum Obligations) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Line Items] | |
2,016 | $ 5,845 |
2,017 | 4,946 |
2,018 | 3,216 |
2,019 | 1,046 |
2,020 | 1,075 |
Thereafter | 2,445 |
Total | 18,573 |
Operating Lease Obligations | |
Commitments And Contingencies Disclosure [Line Items] | |
2,016 | 4,869 |
2,017 | 4,389 |
2,018 | 3,216 |
2,019 | 1,046 |
2,020 | 1,075 |
Thereafter | 2,445 |
Total | 17,040 |
Service And Licensing Obligations | |
Commitments And Contingencies Disclosure [Line Items] | |
2,016 | 976 |
2,017 | 557 |
2,018 | 0 |
2,019 | 0 |
2,020 | 0 |
Thereafter | 0 |
Total | $ 1,533 |
Operating Segments, Geographi62
Operating Segments, Geographic Information and Significant Customers (Details) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Commission Revenue [Member] | Individual and family insurance plans | |||
Commission Revenue Components [Line Items] | |||
Concentration risk, percentage | 51.00% | 61.00% | 69.00% |
Operating Segments, Geographi63
Operating Segments, Geographic Information and Significant Customers (Schedule Of Long-Lived Assets By Geographical Area) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Total | $ 35,777 | $ 40,189 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | 35,341 | 39,752 |
CHINA | ||
Segment Reporting Information [Line Items] | ||
Total | $ 436 | $ 437 |
Operating Segments, Geographi64
Operating Segments, Geographic Information and Significant Customers (Schedule of Revenue by Major Customers) (Details) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Humana | ||||
Revenue, Major Customer [Line Items] | ||||
Major customer revenue, percentage | 23.00% | 23.00% | 21.00% | |
WellPoint | ||||
Revenue, Major Customer [Line Items] | ||||
Major customer revenue, percentage | [1] | 9.00% | 11.00% | 12.00% |
UnitedHealthcare | ||||
Revenue, Major Customer [Line Items] | ||||
Major customer revenue, percentage | [2] | 11.00% | 10.00% | 11.00% |
Aetna | ||||
Revenue, Major Customer [Line Items] | ||||
Major customer revenue, percentage | [3] | 10.00% | 10.00% | 10.00% |
[1] | Anthem (formerly Wellpoint) also includes other carriers owned by Anthem. | |||
[2] | UnitedHealthcare also includes other carriers owned by UnitedHealthcare. | |||
[3] | Aetna also includes other carriers owned by Aetna. |
Selected Quarterly Financial 65
Selected Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue | $ 50,135 | $ 38,224 | $ 39,894 | $ 61,288 | $ 44,975 | $ 41,168 | $ 42,594 | $ 50,940 | $ 189,541 | $ 179,677 | $ 179,180 |
Income (loss) from operations | (12,392) | 2,925 | 5,828 | (2,012) | (13,766) | 3,766 | 6,348 | (3,110) | (5,651) | (6,762) | 3,732 |
Net income | $ (12,066) | $ 3,635 | $ 5,750 | $ (2,082) | $ (19,199) | $ 1,524 | $ 3,023 | $ (1,553) | $ (4,763) | $ (16,205) | $ 1,723 |
Basic (in usd per share) | $ (0.67) | $ 0.20 | $ 0.32 | $ (0.12) | $ (1.08) | $ 0.09 | $ 0.16 | $ (0.08) | $ (0.26) | $ (0.88) | $ 0.09 |
Diluted (in usd per share) | $ (0.67) | $ 0.20 | $ 0.32 | $ (0.12) | $ (1.08) | $ 0.08 | $ 0.15 | $ (0.08) | $ (0.26) | $ (0.88) | $ 0.09 |