Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Entity Registrant Name | Health Insurance Innovations, Inc. | |
Entity Central Index Key | 1,561,387 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | HIIQ | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 7,910,086 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 6,841,667 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 6,845,000 | $ 7,695,000 |
Restricted cash | 12,051,000 | 7,906,000 |
Accounts receivable, net, prepaid expenses and other current assets | 1,690,000 | 1,778,000 |
Secured distributor financing | 36,581,000 | 24,531,000 |
Income taxes receivable | 96,000 | 591,000 |
Total current assets | 57,263,000 | 42,501,000 |
Property and equipment, net | 2,576,000 | 2,004,000 |
Goodwill | 41,076,000 | 41,076,000 |
Intangible assets, net | 9,504,000 | 10,061,000 |
Other assets | 139,000 | 142,000 |
Total assets | 110,558,000 | 95,784,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 22,531,000 | 17,847,000 |
Deferred revenue | 451,000 | 384,000 |
Current portion of contingent acquisition consideration | 259,000 | 532,000 |
Due to member | 535,000 | 342,000 |
Other current liabilities | 207,000 | 203,000 |
Total current liabilities | 23,983,000 | 19,308,000 |
Revolving line of credit | 15,000,000 | 7,500,000 |
Deferred tax liability | 248,000 | 358,000 |
Due to member | 398,000 | 406,000 |
Other liabilities | 107,000 | 158,000 |
Total liabilities | $ 39,736,000 | $ 27,730,000 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock (par value $0.001 per share, 5,000,000 shares authorized; no shares issued and outstanding) | ||
Additional paid-in capital | $ 44,953,000 | $ 44,591,000 |
Treasury stock, at cost (141,468 and 150,993 shares, respectively) | (1,429,000) | (1,542,000) |
Accumulated deficit | (2,188,000) | (3,093,000) |
Total Health Insurance Innovations, Inc. stockholders' equity | 41,351,000 | 39,971,000 |
Noncontrolling interests | 29,471,000 | 28,083,000 |
Total stockholders' equity | 70,822,000 | 68,054,000 |
Total liabilities and stockholders' equity | 110,558,000 | 95,784,000 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | 8,000 | 8,000 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | $ 7,000 | $ 7,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 141,468 | 150,993 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 7,910,086 | 7,910,086 |
Common stock, shares outstanding | 7,768,617 | 7,759,092 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,841,667 | 6,841,667 |
Common stock, shares outstanding | 6,841,667 | 6,841,667 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues (premium equivalents of $70,740 and $38,281 for the three months ended March 31, 2016 and 2015, respectively) | $ 42,490,000 | $ 22,541,000 |
Operating expenses: | ||
Third-party commissions | 25,990,000 | 10,834,000 |
Credit card and ACH fees | 883,000 | 485,000 |
Selling, general and administrative | 11,970,000 | 11,164,000 |
Depreciation and amortization | 735,000 | 784,000 |
Total operating expenses | 39,578,000 | 23,267,000 |
Income (loss) from operations | 2,912,000 | (726,000) |
Other (income) expense: | ||
Interest expense (income) | $ 55,000 | (7,000) |
Fair value adjustment to contingent acquisition consideration | (491,000) | |
Other expense (income) | $ 187,000 | (148,000) |
Net income (loss) before income taxes | 2,670,000 | (80,000) |
Provision (benefit) for income taxes | 384,000 | (336,000) |
Net income | 2,286,000 | 256,000 |
Net income attributable to noncontrolling interests | 1,381,000 | 203,000 |
Net income attributable to Health Insurance Innovations, Inc. | $ 905,000 | $ 53,000 |
Net income per share attributable to Health Insurance Innovations, Inc. | ||
Basic | $ 0.12 | $ 0.01 |
Diluted | $ 0.12 | $ 0.01 |
Weighted average Class A common shares outstanding | ||
Basic | 7,563,555 | 7,515,053 |
Diluted | 7,699,866 | 7,714,339 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Premium equivalent amount | $ 70,740 | $ 38,281 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) | Class A Common Stock [Member] | Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Noncontrolling Interests [Member] | Total |
Beginning balance at Dec. 31, 2014 | $ 8,000 | $ 7,000 | $ 42,647,000 | $ (347,000) | $ (3,694,000) | $ 28,091,000 | $ 66,712,000 |
Beginning balance, shares at Dec. 31, 2014 | 7,852,941 | 6,841,667 | 47,144 | ||||
Net income | $ 601,000 | $ 864,000 | 1,465,000 | ||||
Repurchases of Class A common stock | $ (520,000) | $ (520,000) | |||||
Repurchases of Class A common stock, shares | (73,852) | 73,852 | |||||
Issuances of Class A common stock under equity compensation plans | |||||||
Issuances of Class A common stock under equity compensation plans, shares | 10,000 | ||||||
Class A common stock withheld in treasury from restricted share vesting | $ (95,000) | $ 95,000 | |||||
Class A common stock withheld in treasury from restricted share vesting, shares | (17,081) | 17,081 | |||||
Forfeiture of restricted stock held in Treasury | $ 2,125,000 | $ (2,125,000) | |||||
Forfeiture of restricted stock held in Treasury, shares | (164,132) | 164,132 | |||||
Issuances of restricted shares from treasury | (1,545,000) | $ 1,545,000 | |||||
Issuances of restricted shares from treasury, shares | 151,216 | (151,216) | |||||
Stock compensation expense | 1,364,000 | $ 1,364,000 | |||||
Distributions | $ (872,000) | (872,000) | |||||
Ending balance at Dec. 31, 2015 | $ 8,000 | $ 7,000 | $ 44,591,000 | $ (1,542,000) | $ (3,093,000) | 28,083,000 | 68,054,000 |
Ending balance, shares at Dec. 31, 2015 | 7,759,092 | 6,841,667 | 150,993 | ||||
Net income | $ 905,000 | $ 1,381,000 | 2,286,000 | ||||
Class A common stock withheld in treasury from restricted share vesting | $ (25,000) | (25,000) | |||||
Class A common stock withheld in treasury from restricted share vesting, shares | (4,132) | 4,132 | |||||
Stock compensation expense | $ 486,000 | 486,000 | |||||
Distributions | 7,000 | ||||||
Issuances of Class A common stock from treasury | $ (124,000) | $ 138,000 | 14,000 | ||||
Issuances of Class A common stock from treasury, shares | 13,657 | (13,657) | |||||
Contributions | $ 7,000 | 7,000 | |||||
Ending balance at Mar. 31, 2016 | $ 8,000 | $ 7,000 | $ 44,953,000 | $ (1,429,000) | $ (2,188,000) | $ 29,471,000 | $ 70,822,000 |
Ending balance, shares at Mar. 31, 2016 | 7,768,617 | 6,841,667 | 141,468 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities: | ||
Net income | $ 2,286,000 | $ 256,000 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Stock-based compensation | 486,000 | 61,000 |
Depreciation and amortization | $ 735,000 | 784,000 |
Fair value adjustments to contingent acquisition consideration | (491,000) | |
Gain on deconsolidation of variable interest entity | (189,000) | |
Deferred income taxes | $ (110,000) | (391,000) |
Changes in operating assets and liabilities: | ||
(Increase) decrease in restricted cash | (4,145,000) | 1,332,000 |
Decrease in accounts receivable, prepaid expenses and other assets | 91,000 | 635,000 |
Increase in secured distributor financing | (12,050,000) | (2,924,000) |
Decrease (increase) in income taxes receivable | 495,000 | (103,000) |
Increase (decrease) in accounts payable, accrued expenses and other liabilities | 4,685,000 | (2,187,000) |
Increase in deferred revenue | 67,000 | 86,000 |
Increase in due to related parties pursuant to tax receivable agreement | 185,000 | 125,000 |
Net cash used in operating activities | (7,275,000) | (3,006,000) |
Investing activities: | ||
Capitalized internal-use software and website development costs | $ (746,000) | (373,000) |
Issuance of note receivable | (1,014,000) | |
Proceeds from sale of available-for sale securities | 461,000 | |
Purchases of property and equipment | $ (4,000) | (26,000) |
Net cash used in investing activities | (750,000) | $ (952,000) |
Financing activities: | ||
Proceeds from borrowings under revolving line of credit | 7,500,000 | |
Payments for contingent acquisition consideration | (273,000) | $ (450,000) |
Payments for noncompete obligation | (48,000) | (49,000) |
Class A common stock withheld in treasury from restricted share vesting | (25,000) | $ (35,000) |
Issuances of Class A common stock from treasury | $ 14,000 | |
Purchases of treasury stock | $ (482,000) | |
Contributions from (Distributions to) member | $ 7,000 | (319,000) |
Net cash provided by (used in) financing activities | 7,175,000 | (1,335,000) |
Net decrease in cash and cash equivalents | (850,000) | (5,293,000) |
Cash and cash equivalents at beginning of period | 7,695,000 | 15,985,000 |
Cash and cash equivalents at end of period | 6,845,000 | $ 10,692,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 30,000 | |
Cash paid for income taxes | 1,000 | |
Supplemental disclosure of non-cash investing activities: | ||
Capitalized software and website development costs included in accounts payable | $ 14,000 | $ 120,000 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies In this quarterly report, unless the context suggests otherwise, references to the “Company,” “we,” “us” and “our” refer (1) prior to the February 13, 2013 closing of an initial public offering (“IPO”) of the Class A common stock of Health Insurance Innovations, Inc. and related transactions, to Health Plan Intermediaries, LLC (“HPI”) and its consolidated subsidiaries and (2) after the IPO and related transactions, to Health Insurance Innovations, Inc. and its consolidated subsidiaries. The terms “HII”, “HPIH”, and “ICE” refer to the stand-alone entities Health Insurance Innovations, Inc., Health Plan Intermediaries Holdings, LLC, and Insurance Center for Excellence, LLC, respectively. The term “Secured” refers to (a) prior to or at the time of their July 17, 2013 acquisition by us, Sunrise Health Plans, Inc., Sunrise Group Marketing, Inc. and Secured Software Solutions, Inc., collectively, and (b) following our July 17, 2013 acquisition, the entities described in (a) and the limited liability companies into which such entities were converted shortly following such acquisition. The term “SIL” refers to Simple Insurance Leads LLC, a partially-owned venture we and a third-party formed in June 2013; we sold our interest in SIL to our joint venture partner on March 23, 2015. The terms “HealthPocket” or “HP” refer to HealthPocket, Inc., our wholly owned subsidiary which was acquired by HPIH on July 14, 2014. The term “ASIA” refers to American Service Insurance Agency LLC, a wholly owned subsidiary which was acquired by HPIH on August 8, 2014. HPIH, ICE, Secured, HP and ASIA are consolidated subsidiaries of HII. SIL was a consolidated subsidiary of HII through March 2015. Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements include the accounts of Health Insurance Innovations, Inc., its wholly-owned subsidiaries, and Variable Interest Entities (“VIE”), of which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. The results of operations for business combinations are included from their respective dates of acquisition. Noncontrolling interests are included in the consolidated balance sheets as a component of stockholders’ equity that is not attributable to the equity of the Company. We report separately the amounts of consolidated net loss or income attributable to us and noncontrolling interests. The information included in this quarterly report, including the interim condensed consolidated financial statements and the accompanying notes, should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The condensed consolidated results for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for any interim subsequent period or for the year ending December 31, 2016. As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we benefit from certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have also elected under the JOBS Act to delay the adoption of new and revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. These exemptions will apply for a period of five years following the completion of our IPO which closed on February 13, 2013. However, if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an emerging growth company as of the following December 31. Business Description and Organizational Structure of the Company Our Business We are a developer, distributor and virtual administrator of affordable, cloud-based individual health and family insurance plans (“IFP”) and supplemental products, which include short-term medical (“STM”) insurance plans and guaranteed-issue and underwritten hospital indemnity plans. STM plans provide up to six, eleven or twelve months of health insurance coverage with a wide range of deductible and copay levels. STM plans generally offer qualifying individuals comparable benefits for fixed short-term durations with premiums that are substantially more affordable than the premiums of individual major medical (“IMM”) plans which offer lifetime renewable coverage. STM plans feature a streamlined underwriting process offering immediate coverage options. Hospital indemnity plans are guaranteed-issue and underwritten plans that pay fixed cash benefits for covered procedures and services for individuals under the age of 65. We also offer a variety of additional insurance and non-insurance products such as pharmacy benefit cards, dental plans, vision plans, cancer/critical illness plans, deductible and gap protection plans and life insurance policies that are frequently purchased as supplements to IFP. We design and structure these products on behalf of insurance carriers and market them to individuals through our internal and external distribution network. We manage member relations via our online member portal, which is available 24 hours a day, seven days a week. Our online enrollment process allows us to aggregate and analyze consumer data and purchasing habits to track market trends and drive product innovation. As the managing general underwriter of our individual health insurance plans and supplemental products, we receive all amounts due in connection with the plans we sell on behalf of the providers of the services, third-party commissions and referral fees. We refer to these total collections as premium equivalents, which typically represent a combination of premiums, fees for discount benefit plans (a non-insurance benefit product that supplements or enhances an insurance product), fees for distributors, our enrollment fees and third-party commissions and referral fees. From premium equivalents, we remit risk premium to carriers and amounts earned by discount benefit plan providers, who we refer to as third-party obligors, such carriers and third-party obligors being the ultimate parties responsible for providing the insurance coverage or discount benefits to the member. Our revenues consist of the balance of the premium equivalents. We collect premium equivalents upon the initial sale of the plan and then monthly upon each subsequent periodic payment under such plan. We receive most premium equivalents through online credit card or ACH processing. As a result, we have limited accounts receivable. We remit the risk premium to the applicable carriers and the amounts earned by third-party obligors on a monthly basis based on the respective compensation arrangements. We also provide consumers with access to health insurance information search and comparison technology through our website, HealthPocket.com. This free website allows consumers to easily and clearly compare and rank all health insurance plans available for an individual, family, or small business, empowering consumers to make health plan decisions and reduce their out of pocket costs. In addition, the data aggregated by HealthPocket (“HP”) is used to research consumer needs and to measure product demand to help us design and manufacture high-demand insurance products. In 2015, we launched a direct-to-consumer insurance web site that allows consumers to research health insurance trends, comparison shop, and purchase IFP under the AgileHealthInsurance ® Our History Our business began operations as HPI in 2008. To facilitate the IPO, HII was incorporated in the State of Delaware in October 2012. In November 2012, through a series of transactions, HPI assigned the operating assets of our business to HPIH, and HPIH assumed the operating liabilities of HPI. Since November 2012, we have operated our business through HPIH and its subsidiaries. Our Reorganization and IPO HII was incorporated in the State of Delaware in October 2012 to facilitate the IPO and to become a holding company owning as its principal asset membership interests in HPIH. Since November 2012, we have operated our business through HPIH and its consolidated subsidiaries. See Note 7 for more information about the IPO. HII sold 4,666,667 shares of common stock for $14.00 per share in the IPO on February 13, 2013. Simultaneous with the offering, HII obtained a 35% membership interest, 35% economic interest and 100% of the voting interest in HPIH. Upon completion of the offering, HII became a holding company the principal asset of which is its interest in HPIH. All of HII’s business is conducted through HPIH and its subsidiaries. HII is the sole managing member of HPIH and has 100% of the voting rights and control. HII has two classes of outstanding capital stock: Class A common stock and Class B common stock. Class A shares represent 100% of the economic rights of the holders of all classes of our common stock to share in our distributions. Class B shares do not entitle their holders to any dividends paid by, or rights upon liquidation of, HII. Shares of our Class A common stock vote together with shares of our Class B common stock as a single class, except as otherwise required by law. Each share of our Class A common stock and our Class B common stock entitles its holder to one vote. As of March 31, 2016, Michael Kosloske, our Executive Chairman of the Board and Chief of Product Innovation, beneficially owns 46.8% of our outstanding Class A common stock and Class B common stock on a combined basis, which equals his combined economic interest in the Company. HPIH has two series of outstanding equity: Series A Membership Interests, which may only be issued to HII, as sole managing member, and Series B Membership Interests. The Series B Membership Interests are held by HPI and Health Plan Intermediaries Sub, LLC (“HPIS”), a subsidiary of HPI, and these entities are beneficially owned by Mr. Kosloske. As of March 31, 2016, and December 31, 2015, (i) the Series A Membership Interests held by HII represent 53.2% and 53.1%, respectively, of the outstanding membership interests, 53.2% and 53.1%, respectively, of the economic interests and 100% of the voting interests in HPIH and (ii) the Series B Membership Interests held by the entities beneficially owned by Mr. Kosloske represent 46.8% and 46.9%, respectively, of the outstanding membership interests, 46.8% and 46.9%, respectively, of the economic interests and no voting interest in HPIH. Reclassifications Certain amounts in prior periods’ consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications include excluding amounts payable for third-party commission expense and third-party obligors payable from restricted cash and including such amounts in cash and cash equivalents in the accompanying consolidated statements of cash flows. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. These estimates also affect the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Summary of Significant Accounting Policies The following is an update to our significant accounting policies described in Note 1, Organization, Basis of Presentation, and Summary of Significant Accounting Policies, in our audited consolidated financial statements for the year ended December 31, 2015 included in our Annual Report on Form 10-K. Restricted Cash In our capacity as the policy administrator, we collect premiums from members and distributors and, after deducting our earned commission and fees, remit these premiums to our contracted insurance carriers, discount benefit vendors and distributors. Where contractually obligated, we hold the unremitted funds in a fiduciary capacity until they are disbursed, and the use of such funds is restricted. We hold these funds in bank accounts. These unremitted amounts are reported as restricted cash in the accompanying condensed consolidated balance sheets with the related liabilities reported in accounts payable. The company previously referred to such restricted cash as cash held on behalf of others. The company also holds restricted cash as pledged deposits with certain institutions of which the company owns but cannot access. These deposits are contractually required and are pledged as security for such institutions. At March 31, 2016, $1.9 million was held restricted for this purpose. No such amounts were restricted as of December 31, 2015. Recent Accounting Pronouncements In the following summary of recent accounting pronouncements, all references to effective dates of Financial Accounting Standards Board (“FASB”) guidance relate to nonpublic entities. As noted above, we have elected to delay the adoption of new and revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies under provisions of the JOBS Act. In March 2016, the FASB issued an amendment to its accounting guidance for stock compensation as part of the FASB’s simplification initiative. The amendments affect all entities that issue share-based payment awards to their employees. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted. We will adopt this guidance in reporting periods beginning after December 15, 2017. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements. In February 2016, the FASB issued an amendment to its accounting guidance for leases to increase transparency and comparability by requiring organizations to recognize lease assets and lease liabilities on the balance sheet and increasing disclosures about key leasing arrangements. The amendment updates the critical determinant from capital versus operating to whether a contract is or contains a lease because lessees are required to recognize lease assets and lease liabilities for all leases – financing and operating – other than short term. This guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements. In November 2015, the FASB issued an amendment to its accounting guidance related to the classification of deferred tax assets and liabilities. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This guidance is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted and companies may elect retrospective or prospective application. This Accounting Standard Update (“ASU”) was introduced as part of the FASB’s simplification initiative and we have elected to early adopt this guidance as of December 31, 2015 as we find the grouping of all deferred taxes as non-current to be favorable. In April 2015, the FASB issued an update to its accounting guidance related to debt issuance costs as a part of its initiative to reduce complexity in accounting standards. To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective for fiscal years beginning after December 15, 2016 and all interim periods within. Early adoption is permitted. We will adopt this guidance in reporting periods beginning after December 15, 2016. The impact of adopting this pronouncement on our condensed consolidated financial statements will be immaterial. In February 2015, the FASB issued an amendment to its accounting guidance related to financial statement consolidation. This guidance affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, it modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved with certain VIEs. This guidance is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements. In May 2014, the FASB issued an amendment to its accounting guidance related to revenue recognition. The amendment clarifies the principles for recognizing revenue. The guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in the judgments and assets recognized from costs incurred to obtain or fulfill a contract. We will adopt this guidance in reporting periods beginning after December 15, 2018. We are currently evaluating the impact of adopting this pronouncement on our condensed consolidated financial statements. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2016 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entities | 2. Variable Interest Entities HPIH As of March 31, 2016, we are the primary beneficiary of one entity, HPIH, that constitutes a VIE pursuant to FASB guidance. HPIH is a VIE as the voting rights of the investors are not proportional to their obligations to absorb the expected losses of HPIH. We hold 100% of the voting power in HPIH, but 53.2% of the total membership and economic interest, and the other members of HPIH hold no voting rights in HPIH. Further, substantially all of the activities of HPIH are conducted on behalf of a membership with disproportionately few voting rights. We have concluded that we are the primary beneficiary of HPIH, and, therefore, should consolidate HPIH since we have power over and receive the benefits of HPIH. We have the power to direct the activities of HPIH that most significantly impact its economic performance. Our equity interest in HPIH obligates us to absorb losses of HPIH and gives us the right to receive benefits from HPIH related to the day-to-day operations of the entity, both of which could potentially be significant to HPIH. As such, our maximum exposure to loss as a result of our involvement in this VIE is the net income or loss allocated to us based on our interest. On August 15, 2014, the non-HII members of HPIH exchanged 1,725,000 Class B Membership Units of HPIH (together with an equal number of shares of HII Class B common stock) in exchange for an equal number of Class A common stock pursuant to an Exchange Agreement (the “Exchange Agreement”). See Note 7 for further information on the Exchange Agreement and this transaction. This transaction resulted in HII obtaining greater than 50% of the membership and economic interest of HPIH. As of March 31, 2016, HII holds 100% of the voting power and 53.2% of the membership and economic interest in HPIH. SIL On October 7, 2013, HPIH entered into a Limited Liability Company Operating Agreement (the “SIL LLC Agreement”) with Health Benefits One, LLC (“HBO”) in connection with the formation of SIL, a venture that was intended to procure sales leads for us and our distributors. We made $492,000 in contributions to SIL during the years ended December 31, 2014 and 2013. In addition, we entered into an agreement to loan $185,000 to SIL, which could be repaid via offset of earned commissions of HBO otherwise payable by us. HBO had no obligations to make any initial capital contributions. Per the SIL LLC Agreement, so long as HPIH’s unreturned capital contributions had not been reduced to zero, HPIH could, without the consent of HBO, cause SIL to take any significant actions affecting SIL’s day-to-day operations, including the sale or disposition of SIL assets and entrance into voluntary liquidation or receivership of SIL. As such, we determined that we had the power to control the day-to-day activities of SIL. We concluded that we were the primary beneficiary of SIL, and therefore, we consolidated SIL because we had power over and received the benefits of SIL. We had the power to direct the activities of SIL that most significantly impacted its economic performance. Per the terms of the SIL LLC Agreement, we determined that 100% of the operating income or loss of the VIE should be allocated to us. On March 23, 2015, we entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) to sell our interests in SIL to HBO in exchange for a note receivable from HBO with a face amount of $246,000 and the right to receive certain contingent consideration. The parties agreed that this note will be payable with credits against sales commissions due to HBO, and any such commissions earned during the term of the note will be applied against the outstanding balance payable to us under the note. As such, the note is included in advanced commissions in the accompanying condensed consolidated balance sheets. In addition, we may receive contingent consideration equal to 10.0% of SIL’s earnings before interest, taxes, depreciation and amortization, as defined in the Unit Purchase Agreement for each of the fiscal years ended December 31, 2015 and 2016. As of December 31, 2015, SIL did not report positive EBITDA and therefore, no payment has been made on the 2015 contingent consideration. As a result of the sale of our interest, we no longer have any ownership interest in SIL and have deconsolidated SIL from our consolidated financial statements. The results of operations of SIL are included in the accompanying condensed consolidated financial statements through the date of the Unit Purchase Agreement. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 3. Goodwill and Intangible Assets Goodwill Our goodwill balance as of March 31, 2016 and December 31, 2015 of $41.1 million arose from previous acquisitions as described in our Annual Report on Form 10-K for the year ended December 31, 2015. There have been no changes in the carrying amounts of goodwill. Other intangible assets Our other intangible assets arose primarily from acquisitions described in our Annual Report on Form 10-K for the year ended December 31, 2015 and consist of a brand, the carrier network, distributor relationships, customer relationships, noncompete agreements and capitalized software. Finite-lived intangible assets are amortized over their useful lives from two to fifteen years. Major classes of intangible assets as of March 31, 2016 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.0 $ 1,377 $ (243 ) $ 1,134 Carrier network 5.0 40 (36 ) 4 Distributor relationships 6.8 4,059 (2,383 ) 1,676 Noncompete agreements 4.7 987 (733 ) 254 Customer relationships 4.7 1,484 (1,060 ) 424 Capitalized software 6.6 8,571 (2,559 ) 6,012 Total intangible assets $ 16,518 $ (7,014 ) $ 9,504 Major classes of intangible assets as of December 31, 2015 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.0 $ 1,377 $ (219 ) $ 1,158 Carrier network 5.0 40 (35 ) 5 Distributor relationships 7.9 4,059 (2,234 ) 1,825 Noncompete agreements 4.7 987 (679 ) 308 Customer relationships 4.7 1,484 (1,019 ) 465 Capitalized software 6.6 8,571 (2,271 ) 6,300 Total intangible assets $ 16,518 $ (6,457 ) $ 10,061 Amortization expense for the three months ended March 31, 2016 and 2015 was $558,000 and $736,000, respectively. Estimated annual pretax amortization of intangible assets for the remainder of 2016 and in each of the next five years and thereafter are as follows ($ in thousands): Remainder of 2016 $ 1,596 2017 1,965 2018 1,725 2019 1,338 2020 1,338 2021 685 Thereafter 857 Total $ 9,504 |
Accounts Payable and Other Liab
Accounts Payable and Other Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Liabilities | 4. Accounts Payable and Other Liabilities Accounts payable and accrued expenses consisted of the following as of ($ in thousands): March 31, 2016 December 31, 2015 Carriers and vendors payable $ 9,858 $ 7,364 Commissions payable 5,054 3,830 Accrued wages 2,257 1,140 Accrued refunds 1,328 2,049 Accounts payable 1,990 670 Accrued professional fees 317 175 Accrued credit card/ACH fees 317 293 Accrued interest - 3 Accrued restructuring 262 1,304 Other accrued expenses 1,148 1,019 Total accounts payable and accrued expenses $ 22,531 $ 17,847 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt Revolving Line of Credit On December 15, 2014, we entered into a three-year revolving line of credit (“RLOC”) for $15.0 million with a bank. The purpose of the RLOC is to provide working capital, expand the advanced commissions program, and to help us maintain adequate liquidity. Borrowings under this facility are secured by all of our and our subsidiaries’ assets, including, but not limited to, cash, accounts receivable, and property and equipment. The stated interest rate for the RLOC is 30-day LIBOR, plus 1.95%, which at March 31, 2016 and December 31, 2015 was 2.39% and 2.38%, respectively. As of March 31, 2016 and December 31, 2015, we have drawn $15 million and $7.5 million on the RLOC, respectively. The outstanding balance on the RLOC as of March 31, 2016 was $15 million and there is no remaining amount available to be drawn upon the RLOC. The RLOC is subject to customary covenants and restrictions which, among other things, require us to maintain minimum working capital equal to 1.50 times the outstanding balance, and require that our maximum funded debt to tangible net worth ratio shall not exceed 1.50 at any time during the term of the RLOC. The RLOC also imposes certain nonfinancial covenants on us that would require immediate payment if we, among other things, reorganize, merge, consolidate, or otherwise change ownership or business structure without the bank’s prior written consent. As collateral, there is a first position Uniform Commercial Code filing on all business assets. The RLOC agreements also contain customary representations and warranties and events of default. The payment of outstanding principal under the RLOC and accrued interest thereon may be accelerated and become immediately due and payable upon default of payment or other performance obligations or failure to comply with financial or other covenants in the RLOC agreements, subject to applicable notice requirements and cure periods as provided in the RLOC agreements. As of March 31, 2016 and December 31, 2015, the company was in compliance with all covenants of the RLOC agreement. Under the terms of the RLOC, we incurred certain costs related to acquiring the RLOC of $23,000. These costs have been capitalized and are included in Accounts receivable, net, prepaid expenses and other current assets at March 31, 2016. As of March 31, 2016 and December 31, 2015, the balance of the deferred financing costs was $13,000 and $15,000, respectively. The deferred financing costs consist primarily of consulting and legal fees directly related to the bank loan. These amounts are amortized over the life of the related debt. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 6. Restructuring During the last quarter of the year ended December 31, 2015, the company committed to and communicated a plan to restructure its operations at ICE and Secured. The company determined the services of ICE and Secured to be duplicative and recognized that efficiencies could be gained by leveraging these operations with other owned call centers. As of December 31, 2015, the restructuring plan was communicated to employees and substantially complete. No expense related to restructuring activities was recorded during the three months ended March 31, 2016. As of March 31, 2016, the remaining liability associated with the restructuring is $262,000 and is included in the condensed consolidated balance sheet as accounts payable and accrued expenses. At December 31, 2015, $1.3 million was included in the consolidated balance sheet as accounts payable and accrued expenses. All liabilities associated with the restructuring approximate their fair values. All recorded liabilities are classified as current within the consolidated balance sheet. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity On February 13, 2013, we completed our IPO by issuing 4,666,667 shares of our Class A common stock, par value $0.001 per share, at a price to the public of $14.00 per share of Class A common stock. In addition, we issued 8,666,667 shares of our Class B common stock, of which 8,580,000 shares of Class B common stock were obtained by HPI, and 86,667 shares of Class B common stock were obtained by Health Plan Intermediaries Sub, LLC (“HPIS”), of which HPI is the managing member. In addition, we granted the underwriters of the IPO the right to purchase additional shares of Class A common stock to cover over-allotments (the “over-allotment option”). Our authorized capital stock consists of 100,000,000 shares of Class A common stock, par value $0.001 per share, 20,000,000 shares of Class B common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. Class A Common Stock and Class B Common Stock Each share of Class A common stock and Class B common stock entitles its holders to one vote per share on all matters to be voted upon by the stockholders, and holders of each class will vote together as a single class on all such matters. Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. As of March 31, 2016, the Class A common stockholders had 53.2% of the voting power in HII and the Class B common stockholders had 46.8% of the voting power in HII. Holders of shares of our Class A common stock have 100% of the economic interest in HII. Holders of Class B common stock do not have an economic interest in HII. The determination to pay dividends, if any, to our Class A common stockholders will be made by our Board of Directors. We do not, however, expect to declare or pay any cash or other dividends in the foreseeable future on our Class A common stock, as we intend to reinvest any cash flow generated by operations in our business. We may enter into credit agreements or other borrowing arrangements in the future that prohibit or restrict our ability to declare or pay dividends on our Class A common stock. In the event of liquidation, dissolution, or winding up of HII, the holders of Class A common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The holders of our Class A common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A common stock. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future. Class B common stockholders will not be entitled to any dividend payments. In the event of any dissolution, liquidation, or winding up of our affairs, whether voluntary or involuntary, after payment of our debts and other liabilities and making provision for any holders of our preferred stock that have a liquidation preference, our Class B common stockholders will not be entitled to receive any of our assets. In the event of our merger or consolidation with or into another company in connection with which shares of Class A common stock and Class B common stock (together with the related membership interests) are converted into, or become exchangeable for, shares of stock, other securities or property (including cash), each Class B common stockholder will be entitled to receive the same number of shares of stock as is received by Class A common stockholders for each share of Class A common stock, and will not be entitled, for each share of Class B common stock, to receive other securities or property (including cash). No holders of Class B common stock will have preemptive rights to purchase additional shares of Class B common stock. The following table presents the effects of changes in HII’s ownership interests in HPIH and its consolidated subsidiaries on its equity ($ in 000’s): Three Months Ended March 31, 2016 2015 Net income attributable to Health Insurance Innovations, Inc. $ 905 $ 53 Contributions (Distributions) 7 (319 ) Total $ 912 $ (266 ) Exchange Agreement On February 13, 2013, we entered into an exchange agreement (the “Exchange Agreement”) with the holders of the Series B Membership Interests of HPIH (“Series B Membership Interests”). Pursuant to and subject to the terms of the Exchange Agreement and the amended and restated limited liability company agreement of HPIH, holders of Series B Membership Interests, at any time and from time to time, may exchange one or more Series B Membership Interests, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. See Note 1 from our December 31, 2015 audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 for further information on the Exchange Agreement. Preferred Stock Our board of directors has the authority to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of HII without further action by the stockholders and may adversely affect the voting and other rights of the holders of Class A common stock. At present, we have no plans to issue any preferred stock. Treasury Stock Treasury stock is recorded at cost. As of March 31, 2016 and December 31, 2015, we held 141,468 and 150,993 shares of treasury stock, respectively, recorded at a cost of $1.4 million and $1.5 million, respectively. Share Repurchase Program On December 17, 2014, our Board of Directors authorized us to purchase up to 800,000 shares of our registered Class A common stock under a repurchase program which could remain in place until December 31, 2016. We have adopted a plan (the “Repurchase Plan”) under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with this authorization. The Repurchase Plan allows us to repurchase our shares of Class A common stock at times when we otherwise might be prevented from doing so under insider trading laws or self-imposed trading blackout periods. During the three months ended March 31, 2016 we made no repurchases under the Repurchase Plan. During the three months ended March 31, 2015, we repurchased 67,152 shares of our registered Class A common stock under the Repurchase Plan at an average price per share of $7.17. Tax Obligation Settlements and Treasury Stock Transactions Treasury stock is recorded pursuant to the surrender of shares by certain employees to satisfy statutory tax withholding obligations on vested restricted stock awards. In addition, certain forfeited stock-based awards are transferred to and recorded as treasury stock, and certain restricted stock awards have been granted from shares in Treasury, and certain forfeited awards. During the three months ended March 31, 2016, 4,132 shares were transferred to Treasury as a result of surrendered shares of vested restricted stock awards and 13,657 options were exercised and converted to Class A common stock out of treasury. No shares were transferred to Treasury as the result of forfeitures of restricted stock awards. During the three months ended March 31, 2015, 5,433 shares were transferred to Treasury as a result of surrendered shares of vested restricted stock awards, and 150,000 shares were transferred to Treasury as the result of forfeitures of restricted stock awards. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 8. Stock-based Compensation We maintain one stock-based incentive plan, the Health Insurance Innovations, Inc. Long Term Incentive Plan (the “LTIP”), which became effective February 7, 2013, under which SARs, restricted stock, restricted stock units and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. The LTIP expires after ten years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our Board of Directors terminates this plan. At its inception, 1,250,000 shares of Class A common stock were reserved for issuance under the LTIP. In May 2015, the Company’s shareholders approved an increase of 1,000,000 shares of Class A common stock and as of December 31, 2015, there were 2,250,000 shares of Class A common stock reserved for issuance under the LTIP. Expense for stock-based compensation is recognized based upon estimated grant date fair value and is amortized over the requisite service period of the awards using the accelerated method. We offer awards which vest based on either service conditions or market conditions. For grants of SARs and stock options, we apply either the Black-Scholes option-pricing model or a lattice model, depending on the vesting conditions, in determining the fair value of share-based payments to employees. These models incorporate various assumptions, including expected volatility and expected term. Through November of 2015, expected stock price volatilities were estimated using implied volatilities of comparable publicly-traded companies, given our limited trading history. As of December 2015, volatility is calculated using the Company’s trading history. The expected term of the awards represents the estimated period of time until exercise, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. The company uses its best estimate and the simplified method for “plain vanilla” awards under GAAP for calculating the expected term, where applicable. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with an equivalent remaining term. Compensation expense is recognized only for those awards expected to vest, with forfeitures estimated based on our historical experience and future expectations. None of the stock-based compensation was capitalized during the three months ended March 31, 2016 and 2015, respectively. The Black-Scholes option-pricing model was used with the following weighted average assumptions: Three Months Ended March 31, 2016 2015 Risk-free rate 1.4 % 1.6 % Expected life 4.6 years 4.9 years Expected volatility 56.7 % 40.7 % Expected dividend none none The following table summarizes restricted shares, SARs, and stock options granted during the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Restricted shares issued — — SARs issued 15 10 Stock options issued — — There were no forfeitures and no SARs were exercised during the three months ended March 31, 2016. During the three months ended March 31, 2015, 175,000 SAR and 150,000 restricted share awards were forfeited. All of these awards were unvested. No SARs were exercised during the three months ended March 31, 2015. The following table summarizes stock-based compensation expense for the three months ended March 31, 2016 and 2015 ($ in thousands): Three Months Ended March 31, 2016 2015 Restricted shares $ 165 $ (66 ) SARs 280 (4 ) Stock options 41 131 $ 486 $ 61 The following table summarizes unrecognized stock-based compensation and the remaining weighted average period over which such stock-based compensation is expected to be recognized as of March 31, 2016 ($ in thousands): Weighted Average Remaining years Restricted shares $ 532 1.7 SARs 1,323 1.7 Stock options 64 0.9 $ 1,919 The amounts in the table above do not include the cost of any additional awards that may be granted in future periods nor any changes in our forfeiture rate. No SARs were exercised during the three months ended March 31, 2016 or 2015. During the three months ended March 31, 2016, there were no outstanding awards forfeited. During the three months ended March 31, 2015, there were 150,000 outstanding awards forfeited. There were 13,657 options exercised during the three months ended March 31, 2016. For the three months ended March 31, 2016 and 2015, the settlement of stock based incentive plans resulted in a cash outflow of $25,000 and $35,000, respectively, with respect to shares redeemed to cover the recipient’s tax obligations. We recognized an income tax benefit of $15,000 and $54,000 from stock-based activity for the three months ended March 31, 2016 and 2015. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Per share data: | |
Net Income Per Share | 9. Net Income per Share The computations of basic and diluted net income (loss) per share attributable to HII for the three months ended March 31, 2016 and 2015 were as follows ($ in thousands, except share and per share data): Three Months Ended March 31, 2016 2015 Basic net income attributable to Health Insurance Innovations, Inc. $ 905 $ 53 Average shares—basic 7,563,555 7,515,053 Effect of dilutive securities: Restricted shares 79,271 181,928 SARs 11,066 — Stock options 45,974 17,358 Average shares—diluted 7,699,866 7,714,339 Basic net income per share attributable to Health Insurance Innovations, Inc. $ 0.12 $ 0.01 Diluted net income per share attributable to Health Insurance Innovations, Inc. $ 0.12 $ 0.01 Potential common shares are included in the diluted per share calculation when dilutive. Potential common shares consist of Class A common stock issuable through unvested restricted stock grants and stock appreciation rights and are calculated using the treasury stock method. The following securities were not included in the calculation of diluted net income (loss) per share because such inclusion would be anti-dilutive (in thousands): Three Months Ended March 31, 2016 2015 Restricted shares — 14 SARs 27 419 Stock options — 23 Additionally, potential common stock totaling 6,841,667 shares at March 31, 2016 and 2015 issuable under an exchange agreement were not included in diluted shares because such inclusion would be antidilutive. See Note 7 for further details on the exchange agreement. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes HPIH is taxed as a partnership for income tax purposes; as a result, it is not subject to entity-level federal or state income taxation but its members are liable for taxes with respect to their allocable shares of each companyÂ’s respective net taxable income. We are subject to U.S. corporate federal, state and local income taxes on our allocable share of net taxable income that is reflected in our consolidated financial statements. The effective tax rate for the three months ended March 31, 2016 was 14.4%. The effective tax rate for the three months ended March 31, 2015 was (414.2%). For the three months ended March 31, 2016 and 2015, the respective provision and benefit for income taxes were $384,000 and $336,000, respectively. Deferred taxes on our investment in HPIH are measured on the difference between the carrying amount of our investment in HPIH and the corresponding tax basis of this investment. We do not measure deferred taxes on differences within HPIH, as those differences inherently comprise our deferred taxes on our external investment in HPIH. Our effective tax rate includes a rate detriment attributable to the fact that certain of our subsidiaries operate as limited liability companies which are not subject to federal or state income tax. Accordingly, a portion of our earnings or losses attributable to noncontrolling interests are not subject to corporate level taxes. Additionally, our effective tax rate includes a valuation allowance placed on all of our net deferred tax assets, as our belief is more likely than not that some of our deferred tax assets will not be realized to offset future taxable income. We recorded a valuation allowance against all of the deferred tax assets of HII as of both March 31, 2016, and December 31, 2015. We intend to continue maintaining a full valuation allowance on all of the deferred tax assets of HII until there is sufficient evidence to support the reversal of all or some portion of this allowance. Should we determine that we would be able to realize our remaining deferred income tax assets in the foreseeable future, a release of all, or part, of the related valuation allowance would result in the recognition of certain deferred tax assets in the period such determination is made. Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur. We consider all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income, among other items, in determining whether a full or partial release of a valuation allowance is required. In addition, our assessments sometimes require us to schedule future taxable income in accordance with the applicable tax accounting guidance to assess the appropriateness of a valuation allowance which further requires the exercise of significant management judgment. Such release of the valuation allowance could occur within the next 12 months upon resolution of the aforementioned uncertainties. A reduction of the valuation allowance would also result in the recognition of a tax receivable agreement obligation. See Note 11 for further information. We account for uncertainty in income taxes using a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Such amounts are subjective, as a determination must be made on the probability of various possible outcomes. We reevaluate uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition and measurement could result in recognition of a tax benefit or an additional tax provision. For the three months ended March 31, 2016 and 2015, respectively, we did not have a balance of gross unrecognized tax benefits, and as such, no amount would favorably affect the effective income tax rate in any future periods. We believe that there will not be a significant increase or decrease to the uncertain tax positions within 12 months of the reporting date. The Company accounts for interest and penalties associated with uncertain tax positions as a component of tax expense, and none were included in the CompanyÂ’s financial statements as there are not uncertain tax positions outstanding as of March 31, 2016 and 2015, respectively. The CompanyÂ’s 2012 through 2015 tax years remain subject to examination by tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies BimSym Agreements On August 1, 2012, we entered into a software assignment agreement with BimSym eBusiness Solutions, Inc. (“BimSym”) for our exclusive ownership of all rights, title and interest in the technology platform (“A.R.I.E.S. System”) developed by BimSym and utilized by us. As a result of the agreement, we purchased the A.R.I.E.S. System, our proprietary sales and member administration platforms, for $45,000 and this purchase was capitalized and recorded as an intangible asset. In connection with this agreement, we simultaneously entered into a master services agreement for the technology, under which we are required to make monthly payments of $26,000 for 5 years. After the five-year term, this agreement automatically renews for one-year terms unless we give 60 days’ notice. Additionally, we also entered into an exclusivity agreement with BimSym whereby neither BimSym nor any of its affiliates will create, market or sell a software, system or service with the same or similar functionality as that of the A.R.I.E.S. System under which we are required to make monthly payments of $16,000 for five years. The present value of these payments was capitalized and recorded as an intangible asset with a corresponding liability on the accompanying condensed consolidated balance sheets. Tax Receivable Agreement On February 13, 2013, we entered into a Tax Receivable Agreement (“TRA”) with the holders of the HPIH Series B Membership Interests, which holders are beneficially owned by Michael W. Kosloske, our founder, Executive Chairman of the Board, and Chief of Product Innovation. The TRA requires us to pay to such holders 85% of the cash savings, if any, in U.S. federal, state and local income tax we realize (or are deemed to realize in the case of an early termination payment, a change in control or a material breach by us of our obligations under the TRA) as a result of any possible future increases in tax basis and of certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA itself. This is HII’s obligation and not an obligation of HPIH. HII will benefit from the remaining 15% of any realized cash savings. For purposes of the TRA, cash savings in income tax is computed by comparing our actual income tax liability with our hypothetical liability had we not been able to utilize the tax benefits subject to the TRA itself. The TRA became effective upon completion of the IPO and will remain in effect until all such tax benefits have been used or expired, unless HII exercises its right to terminate the TRA for an amount based on the agreed payments remaining to be made under the agreement or HII breaches any of its material obligations under the TRA in which case all obligations will generally be accelerated and due as if HII had exercised its right to terminate the agreement. Any potential future payments will be calculated using the market value of our Class A common stock at the time of the relevant exchange and prevailing tax rates in future years and will be dependent on us generating sufficient future taxable income to realize the benefit. Payments are generally due under the TRA within a specified period of time following the filing of our tax return for the taxable year with respect to which payment of the obligation arises. Exchanges of Series B Membership Interests, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock, are expected to increase our tax basis in our share of HPIH’s tangible and intangible assets. These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that we would otherwise be required to pay in the future. As of March 31, 2016, Series B Membership Interests, together with an equal number of shares of Class B common stock have been exchanged for of a total of 1,825,000 shares of Class A common stock subsequent to the IPO. See Note 7 for further information on these issuances of Class A common stock. As a result of the exchanges noted above, we have recorded a liability of $933,000 pursuant to the TRA as of March 31, 2016. We have determined that some of this amount is probable to be paid, because a portion of the deductions and other tax benefits noted above has been utilized based on our estimated taxable income for 2016. Therefore we have also reversed a portion of the valuation allowance on our deferred tax assets related to the tax receivable agreement. The exchange transactions created a tax benefit to be shared by the Company and the entities beneficially owned by Mr. Kosloske. Our total liability pursuant to the tax receivable agreement for exchange transactions completed through March 31, 2016 would be $11.3 million, representing the share of tax benefits payable to the entities beneficially owned by Mr. Kosloske, if we generate sufficient taxable income in the future. We have made no payments under the tax receivable agreement as of March 31, 2016, but plan to make payments under the tax receivable agreement during the year ended December 31, 2016. Distributor Advanced Commissions As a course of business, we enter into agreements with our distributors to loan future commission payments based on actual sales, referred to as advanced commissions on the condensed consolidated balance sheets. Certain of these agreements may include a loan agreement and a UCC1 financing statement for the purposes of securing the future commission payments we make. Generally, these loans will be repaid to us by future commissions earned by the distributor based on actual sales, as described in the respective agreements. While the company does not expect to continue the same degree of historic expansion with the advanced commissions program, the company is in pursuit of additional sources of funding to complement the program should additional growth be appropriate. On May 1, 2015, we entered into an agreement with HBO, and certain individuals and entities related to HBO to make advances via a variable secured promissory note (the “May 2015 Note”). The May 2015 Note provides for two advances of $500,000 each. As of December 31, 2015, the company paid both advances totaling $1.0 million. The May 2015 Note, which secures the advances, matures on January 31, 2017 and bears interest only upon the occurrence of an event of default. All amounts outstanding, including interest, are due within thirty days of the maturity date, subject to acceleration upon the occurrence of an event of default. Under the May 2015 Note, HBO is eligible to earn production credits, beginning in January 2016, for each qualifying sale of our products, as defined in the May 2015 Note. Such production credits will be applied based on qualifying sales during each calendar quarter of 2016. Any such production credits earned during calendar year 2016 will be applied against the outstanding balance payable to us under the May 2015 Note, in lieu of a cash payment to us, but no amount will be payable by us to HBO. Legal Proceedings As of March 31, 2016, we had no significant outstanding legal proceedings. We are subject to certain legal proceedings and claims that may arise in the ordinary course of business. In the opinion of management, we do not have a potential liability related to any current legal proceedings and claims that would individually, or in the aggregate, have a material adverse effect on our financial condition, liquidity, results of operations, or cash flows. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. Fair Value Measurements We measure and report financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (referred to as 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 used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value of our financial assets and liabilities is determined by using three levels of input, which are defined as follows: Level 1: Quoted prices in active markets for identical assets or liabilities Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability Level 3: Unobservable inputs for the asset or liability The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. We utilize the market approach to measure the fair value of our financial assets. As subjectivity exists with respect to many of the valuation techniques, the fair value estimates we have disclosed may not equal prices that we may ultimately realize if the assets are sold or the liabilities are settled with third parties. Below is a description of our valuation methods. Investments. Contingent consideration for business acquisition. Noncompete obligation. The carrying amounts of financial assets and liabilities reported in the accompanying consolidated balance sheets for cash and cash equivalents, restricted cash, credit card transactions receivable, accounts receivable, advanced commissions, carriers and vendors payable, commissions payable, line of credit, and accounts payable and accrued expenses as of March 31, 2016 and December 31, 2015, respectively, approximate fair value because of the short-term duration of these instruments. As of March 31, 2016, our assets and liabilities measured at fair value were as follows ($ in thousands): Carrying Value as of Fair Value Measurement as of March 31, 2016 March 31, 2016 Level 1 Level 2 Level 3 Liabilities: Noncompete obligation $ 247 $ — $ 247 $ — Contingent acquisition consideration 259 — — 259 $ 506 $ — $ 247 $ 259 As of December 31, 2015, our assets and liabilities measured at fair value were as follows ($ in thousands): Carrying Value as of Fair Value Measurement as of December 31, 2015 December 31, 2015 Level 1 Level 2 Level 3 Liabilities: Noncompete obligation $ 291 $ — $ 291 $ — Contingent acquisition consideration 532 — — 532 $ 823 $ — $ 291 $ 532 A summary of the changes in the fair value of liabilities carried at fair value that have been classified in Level 3 of the fair value hierarchy was as follows ($ in thousands): Contingent Acquisition Consideration Balance as of January 1, 2015 $ 4,400 Issuance and settlements, net (2,603 ) Realized gain included in income (1,265 ) Balance as of December 31, 2015 $ 532 Issuance and settlements, net (273 ) Realized gain included in income — Balance as of March 31, 2016 $ 259 Realized and unrealized loss on the contingent acquisition consideration are included in fair value adjustment of contingent consideration on the accompanying condensed consolidated statements of operations. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information 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 (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. During the three months ended March 31, 2015, we had two reportable segments: IPD and HP; however during the three months ended June 30, 2015, the structure of our organization changed such that our President and Chief Executive Officer became our named CODM. HP is viewed by our CODM as a component of the operations comprising the IPD segment. The CODM reviews our financial information in a manner substantially similar to the accompanying consolidated financial statements. As such, at March 31, 2016 and December 31, 2015, we had one reportable operating and geographic segment. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions Health Plan Intermediaries, LLC HPI and its subsidiary HPIS, which are beneficially owned by Mr. Kosloske, are related parties by virtue of their Series B Membership Interests in HPIH, of which we are managing member. During the three months ended March 31, 2016 and 2015, HPIH received cash refunds and paid cash distributions of $7,000 and $319,000, respectively, for these entities related to estimated federal and state income taxes, pursuant to the operating agreement entered into by HPIH and HPI. Tax Receivable Agreement As discussed in Note 11, on February 13, 2013, we entered into a tax receivable agreement with the holders of the HPIH Series B Membership Interests, which holders are beneficially owned by Mr. Kosloske. As of March 31, 2016, we have made no such payments under the TRA. As of March 31, 2016, we would be obligated to pay $933,000 pursuant to the TRA, of which $535,000 is included in current liabilities and $398,000 is included in long-term liabilities on the accompanying condensed consolidated balance sheets. As of December 31, 2015, $748,000 was payable pursuant to the TRA, of which $342,000 was included in current liabilities and $406,000 was included in long-term liabilities on the accompanying condensed consolidated balance sheets. Our total liability pursuant to the TRA for exchange transactions completed through March 31, 2016 would be $11.3 million if we generate sufficient taxable income in the future. Reinsurance Insurance carriers with which we do business often reinsure a portion of their risk. From time to time, entities owned or affiliated with Michael Kosloske, serve as reinsurers for insurance carriers that offer products sold by HPIH. Health Benefits One, LLC In October 2013, HPIH formed SIL with HBO, one of our distributors. In March 2015, HPIH sold its interest in SIL to HBO and HBO ceased being a related party. See Note 2 for more information on this joint venture. HBO was a related party by virtue of its 50% ownership of membership interests in SIL. While HBO was considered a related party, during the three months ended March 31, 2015, we made net advanced commissions payments of $907,000 and recognized $3.0 million of commission expense related to HBO. As of March 31, 2016 and December 31, 2015, the advanced commissions balance related to HBO included in the accompanying condensed consolidated balance sheets was $22.1 million and $15.4 million, respectively. |
Organization, Basis of Presen22
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements include the accounts of Health Insurance Innovations, Inc., its wholly-owned subsidiaries, and Variable Interest Entities (“VIE”), of which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. The results of operations for business combinations are included from their respective dates of acquisition. Noncontrolling interests are included in the consolidated balance sheets as a component of stockholders’ equity that is not attributable to the equity of the Company. We report separately the amounts of consolidated net loss or income attributable to us and noncontrolling interests. The information included in this quarterly report, including the interim condensed consolidated financial statements and the accompanying notes, should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The condensed consolidated results for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for any interim subsequent period or for the year ending December 31, 2016. As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we benefit from certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have also elected under the JOBS Act to delay the adoption of new and revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. These exemptions will apply for a period of five years following the completion of our IPO which closed on February 13, 2013. However, if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an emerging growth company as of the following December 31. |
Business Description and Organizational Structure of the Company | Business Description and Organizational Structure of the Company Our Business We are a developer, distributor and virtual administrator of affordable, cloud-based individual health and family insurance plans (“IFP”) and supplemental products, which include short-term medical (“STM”) insurance plans and guaranteed-issue and underwritten hospital indemnity plans. STM plans provide up to six, eleven or twelve months of health insurance coverage with a wide range of deductible and copay levels. STM plans generally offer qualifying individuals comparable benefits for fixed short-term durations with premiums that are substantially more affordable than the premiums of individual major medical (“IMM”) plans which offer lifetime renewable coverage. STM plans feature a streamlined underwriting process offering immediate coverage options. Hospital indemnity plans are guaranteed-issue and underwritten plans that pay fixed cash benefits for covered procedures and services for individuals under the age of 65. We also offer a variety of additional insurance and non-insurance products such as pharmacy benefit cards, dental plans, vision plans, cancer/critical illness plans, deductible and gap protection plans and life insurance policies that are frequently purchased as supplements to IFP. We design and structure these products on behalf of insurance carriers and market them to individuals through our internal and external distribution network. We manage member relations via our online member portal, which is available 24 hours a day, seven days a week. Our online enrollment process allows us to aggregate and analyze consumer data and purchasing habits to track market trends and drive product innovation. As the managing general underwriter of our individual health insurance plans and supplemental products, we receive all amounts due in connection with the plans we sell on behalf of the providers of the services, third-party commissions and referral fees. We refer to these total collections as premium equivalents, which typically represent a combination of premiums, fees for discount benefit plans (a non-insurance benefit product that supplements or enhances an insurance product), fees for distributors, our enrollment fees and third-party commissions and referral fees. From premium equivalents, we remit risk premium to carriers and amounts earned by discount benefit plan providers, who we refer to as third-party obligors, such carriers and third-party obligors being the ultimate parties responsible for providing the insurance coverage or discount benefits to the member. Our revenues consist of the balance of the premium equivalents. We collect premium equivalents upon the initial sale of the plan and then monthly upon each subsequent periodic payment under such plan. We receive most premium equivalents through online credit card or ACH processing. As a result, we have limited accounts receivable. We remit the risk premium to the applicable carriers and the amounts earned by third-party obligors on a monthly basis based on the respective compensation arrangements. We also provide consumers with access to health insurance information search and comparison technology through our website, HealthPocket.com. This free website allows consumers to easily and clearly compare and rank all health insurance plans available for an individual, family, or small business, empowering consumers to make health plan decisions and reduce their out of pocket costs. In addition, the data aggregated by HealthPocket (“HP”) is used to research consumer needs and to measure product demand to help us design and manufacture high-demand insurance products. In 2015, we launched a direct-to-consumer insurance web site that allows consumers to research health insurance trends, comparison shop, and purchase IFP under the AgileHealthInsurance ® Our History Our business began operations as HPI in 2008. To facilitate the IPO, HII was incorporated in the State of Delaware in October 2012. In November 2012, through a series of transactions, HPI assigned the operating assets of our business to HPIH, and HPIH assumed the operating liabilities of HPI. Since November 2012, we have operated our business through HPIH and its subsidiaries. Our Reorganization and IPO HII was incorporated in the State of Delaware in October 2012 to facilitate the IPO and to become a holding company owning as its principal asset membership interests in HPIH. Since November 2012, we have operated our business through HPIH and its consolidated subsidiaries. See Note 7 for more information about the IPO. HII sold 4,666,667 shares of common stock for $14.00 per share in the IPO on February 13, 2013. Simultaneous with the offering, HII obtained a 35% membership interest, 35% economic interest and 100% of the voting interest in HPIH. Upon completion of the offering, HII became a holding company the principal asset of which is its interest in HPIH. All of HII’s business is conducted through HPIH and its subsidiaries. HII is the sole managing member of HPIH and has 100% of the voting rights and control. HII has two classes of outstanding capital stock: Class A common stock and Class B common stock. Class A shares represent 100% of the economic rights of the holders of all classes of our common stock to share in our distributions. Class B shares do not entitle their holders to any dividends paid by, or rights upon liquidation of, HII. Shares of our Class A common stock vote together with shares of our Class B common stock as a single class, except as otherwise required by law. Each share of our Class A common stock and our Class B common stock entitles its holder to one vote. As of March 31, 2016, Michael Kosloske, our Executive Chairman of the Board and Chief of Product Innovation, beneficially owns 46.8% of our outstanding Class A common stock and Class B common stock on a combined basis, which equals his combined economic interest in the Company. HPIH has two series of outstanding equity: Series A Membership Interests, which may only be issued to HII, as sole managing member, and Series B Membership Interests. The Series B Membership Interests are held by HPI and Health Plan Intermediaries Sub, LLC (“HPIS”), a subsidiary of HPI, and these entities are beneficially owned by Mr. Kosloske. As of March 31, 2016, and December 31, 2015, (i) the Series A Membership Interests held by HII represent 53.2% and 53.1%, respectively, of the outstanding membership interests, 53.2% and 53.1%, respectively, of the economic interests and 100% of the voting interests in HPIH and (ii) the Series B Membership Interests held by the entities beneficially owned by Mr. Kosloske represent 46.8% and 46.9%, respectively, of the outstanding membership interests, 46.8% and 46.9%, respectively, of the economic interests and no voting interest in HPIH. |
Reclassifications | Reclassifications Certain amounts in prior periodsÂ’ consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications include excluding amounts payable for third-party commission expense and third-party obligors payable from restricted cash and including such amounts in cash and cash equivalents in the accompanying consolidated statements of cash flows. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. These estimates also affect the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Restricted Cash | Restricted Cash In our capacity as the policy administrator, we collect premiums from members and distributors and, after deducting our earned commission and fees, remit these premiums to our contracted insurance carriers, discount benefit vendors and distributors. Where contractually obligated, we hold the unremitted funds in a fiduciary capacity until they are disbursed, and the use of such funds is restricted. We hold these funds in bank accounts. These unremitted amounts are reported as restricted cash in the accompanying condensed consolidated balance sheets with the related liabilities reported in accounts payable. The company previously referred to such restricted cash as cash held on behalf of others. The company also holds restricted cash as pledged deposits with certain institutions of which the company owns but cannot access. These deposits are contractually required and are pledged as security for such institutions. At March 31, 2016, $1.9 million was held restricted for this purpose. No such amounts were restricted as of December 31, 2015. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In the following summary of recent accounting pronouncements, all references to effective dates of Financial Accounting Standards Board (“FASB”) guidance relate to nonpublic entities. As noted above, we have elected to delay the adoption of new and revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies under provisions of the JOBS Act. In March 2016, the FASB issued an amendment to its accounting guidance for stock compensation as part of the FASB’s simplification initiative. The amendments affect all entities that issue share-based payment awards to their employees. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted. We will adopt this guidance in reporting periods beginning after December 15, 2017. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements. In February 2016, the FASB issued an amendment to its accounting guidance for leases to increase transparency and comparability by requiring organizations to recognize lease assets and lease liabilities on the balance sheet and increasing disclosures about key leasing arrangements. The amendment updates the critical determinant from capital versus operating to whether a contract is or contains a lease because lessees are required to recognize lease assets and lease liabilities for all leases – financing and operating – other than short term. This guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements. In November 2015, the FASB issued an amendment to its accounting guidance related to the classification of deferred tax assets and liabilities. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This guidance is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted and companies may elect retrospective or prospective application. This Accounting Standard Update (“ASU”) was introduced as part of the FASB’s simplification initiative and we have elected to early adopt this guidance as of December 31, 2015 as we find the grouping of all deferred taxes as non-current to be favorable. In April 2015, the FASB issued an update to its accounting guidance related to debt issuance costs as a part of its initiative to reduce complexity in accounting standards. To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective for fiscal years beginning after December 15, 2016 and all interim periods within. Early adoption is permitted. We will adopt this guidance in reporting periods beginning after December 15, 2016. The impact of adopting this pronouncement on our condensed consolidated financial statements will be immaterial. In February 2015, the FASB issued an amendment to its accounting guidance related to financial statement consolidation. This guidance affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, it modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved with certain VIEs. This guidance is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements. In May 2014, the FASB issued an amendment to its accounting guidance related to revenue recognition. The amendment clarifies the principles for recognizing revenue. The guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in the judgments and assets recognized from costs incurred to obtain or fulfill a contract. We will adopt this guidance in reporting periods beginning after December 15, 2018. We are currently evaluating the impact of adopting this pronouncement on our condensed consolidated financial statements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Major Classes of Intangible Assets | Major classes of intangible assets as of March 31, 2016 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.0 $ 1,377 $ (243 ) $ 1,134 Carrier network 5.0 40 (36 ) 4 Distributor relationships 6.8 4,059 (2,383 ) 1,676 Noncompete agreements 4.7 987 (733 ) 254 Customer relationships 4.7 1,484 (1,060 ) 424 Capitalized software 6.6 8,571 (2,559 ) 6,012 Total intangible assets $ 16,518 $ (7,014 ) $ 9,504 Major classes of intangible assets as of December 31, 2015 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.0 $ 1,377 $ (219 ) $ 1,158 Carrier network 5.0 40 (35 ) 5 Distributor relationships 7.9 4,059 (2,234 ) 1,825 Noncompete agreements 4.7 987 (679 ) 308 Customer relationships 4.7 1,484 (1,019 ) 465 Capitalized software 6.6 8,571 (2,271 ) 6,300 Total intangible assets $ 16,518 $ (6,457 ) $ 10,061 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated annual pretax amortization of intangible assets for the remainder of 2016 and in each of the next five years and thereafter are as follows ($ in thousands): Remainder of 2016 $ 1,596 2017 1,965 2018 1,725 2019 1,338 2020 1,338 2021 685 Thereafter 857 Total $ 9,504 |
Accounts Payable and Other Li24
Accounts Payable and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of ($ in thousands): March 31, 2016 December 31, 2015 Carriers and vendors payable $ 9,858 $ 7,364 Commissions payable 5,054 3,830 Accrued wages 2,257 1,140 Accrued refunds 1,328 2,049 Accounts payable 1,990 670 Accrued professional fees 317 175 Accrued credit card/ACH fees 317 293 Accrued interest - 3 Accrued restructuring 262 1,304 Other accrued expenses 1,148 1,019 Total accounts payable and accrued expenses $ 22,531 $ 17,847 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Effects of Changes in Ownership Interests in Equity | The following table presents the effects of changes in HIIÂ’s ownership interests in HPIH and its consolidated subsidiaries on its equity ($ in 000Â’s): Three Months Ended March 31, 2016 2015 Net income attributable to Health Insurance Innovations, Inc. $ 905 $ 53 Contributions (Distributions) 7 (319 ) Total $ 912 $ (266 ) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Weighted Average Assumptions | The Black-Scholes option-pricing model was used with the following weighted average assumptions: Three Months Ended March 31, 2016 2015 Risk-free rate 1.4 % 1.6 % Expected life 4.6 years 4.9 years Expected volatility 56.7 % 40.7 % Expected dividend none none |
Summary of SARs and Restricted Shares Granted | The following table summarizes restricted shares, SARs, and stock options granted during the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Restricted shares issued — — SARs issued 15 10 Stock options issued — — |
Summary of Stock Based Compensation Expense | The following table summarizes stock-based compensation expense for the three months ended March 31, 2016 and 2015 ($ in thousands): Three Months Ended March 31, 2016 2015 Restricted shares $ 165 $ (66 ) SARs 280 (4 ) Stock options 41 131 $ 486 $ 61 |
Summary of Unrecognized Stock Based Compensation | The following table summarizes unrecognized stock-based compensation and the remaining weighted average period over which such stock-based compensation is expected to be recognized as of March 31, 2016 ($ in thousands): Weighted Average Remaining years Restricted shares $ 532 1.7 SARs 1,323 1.7 Stock options 64 0.9 $ 1,919 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Per share data: | |
Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income (Loss) | The computations of basic and diluted net income (loss) per share attributable to HII for the three months ended March 31, 2016 and 2015 were as follows ($ in thousands, except share and per share data): Three Months Ended March 31, 2016 2015 Basic net income attributable to Health Insurance Innovations, Inc. $ 905 $ 53 Average shares—basic 7,563,555 7,515,053 Effect of dilutive securities: Restricted shares 79,271 181,928 SARs 11,066 — Stock options 45,974 17,358 Average shares—diluted 7,699,866 7,714,339 Basic net income per share attributable to Health Insurance Innovations, Inc. $ 0.12 $ 0.01 Diluted net income per share attributable to Health Insurance Innovations, Inc. $ 0.12 $ 0.01 |
Summary of Securities Not Included in Calculation of Diluted Net (Loss) Income | The following securities were not included in the calculation of diluted net income (loss) per share because such inclusion would be anti-dilutive (in thousands): Three Months Ended March 31, 2016 2015 Restricted shares — 14 SARs 27 419 Stock options — 23 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | As of March 31, 2016, our assets and liabilities measured at fair value were as follows ($ in thousands): Carrying Value as of Fair Value Measurement as of March 31, 2016 March 31, 2016 Level 1 Level 2 Level 3 Liabilities: Noncompete obligation $ 247 $ — $ 247 $ — Contingent acquisition consideration 259 — — 259 $ 506 $ — $ 247 $ 259 As of December 31, 2015, our assets and liabilities measured at fair value were as follows ($ in thousands): Carrying Value as of Fair Value Measurement as of December 31, 2015 December 31, 2015 Level 1 Level 2 Level 3 Liabilities: Noncompete obligation $ 291 $ — $ 291 $ — Contingent acquisition consideration 532 — — 532 |
Summary of the Changes in the Fair Value of Liabilities Carried at Fair Value | A summary of the changes in the fair value of liabilities carried at fair value that have been classified in Level 3 of the fair value hierarchy was as follows ($ in thousands): Contingent Acquisition Consideration Balance as of January 1, 2015 $ 4,400 Issuance and settlements, net (2,603 ) Realized gain included in income (1,265 ) Balance as of December 31, 2015 $ 532 Issuance and settlements, net (273 ) Realized gain included in income — Balance as of March 31, 2016 $ 259 |
Organization, Basis of Presen29
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2013 | Mar. 31, 2016 | Dec. 31, 2015 |
Period of exemptions under JOBS Act | 5 years | ||
Market value of common stock held by non-affiliates | $ 700,000 | ||
Restricted cash | $ 1,900 | ||
HII [Member] | |||
Common stock sold in IPO | 4,666,667 | ||
Common stock par value | $ 14 | ||
HII [Member] | Series A Membership Interests [Member] | |||
Beneficial ownership percentage | 53.20% | 53.20% | |
Outstanding owership percentage | 53.10% | 53.10% | |
HII [Member] | Beneficial Owner [Member] | |||
Beneficial ownership percentage | 46.80% | ||
HII [Member] | Economic Rights [Member] | |||
Beneficial ownership percentage | 100.00% | ||
Health Plan Intermediaries Holdings, LLC [Member] | |||
Beneficial ownership percentage | 100.00% | ||
Health Plan Intermediaries Holdings, LLC [Member] | Series B Membership Interests [Member] | |||
Beneficial ownership percentage | 46.80% | 46.80% | |
Outstanding owership percentage | 46.90% | 46.90% | |
Health Plan Intermediaries Holdings, LLC [Member] | Membership Interest [Member] | |||
Beneficial ownership percentage | 35.00% | ||
Health Plan Intermediaries Holdings, LLC [Member] | Economic Interest [Member] | |||
Beneficial ownership percentage | 35.00% |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) $ in Thousands | Aug. 15, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 23, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 07, 2013 |
Health Benefits One LLC [Member] | |||||||
Advanced commissions | $ 246 | ||||||
Contingent consideration receivable, percentage | 10.00% | ||||||
Health Plan Intermediaries Holdings, LLC [Member] | |||||||
Percentage of voting interests | 100.00% | ||||||
Total membership interest without voting right | 53.20% | ||||||
Health Plan Intermediaries Holdings, LLC [Member] | Series B Membership Interests [Member] | |||||||
Number of membership units exchanged | 1,725,000 | ||||||
HII [Member] | Economic Interest [Member] | |||||||
Percentage of voting interests | 50.00% | 53.20% | |||||
Simple Insurance Leads LLC [Member] | |||||||
Capital contribution | $ 492 | $ 492 | |||||
Variable interest entity beneficiary agreement loan | $ 185 | ||||||
Variable interest entity maximum loss exposure of contributed capital, percentage | 100.00% |
Goodwill and Intangible Asset31
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill | $ 41,076 | $ 41,076 |
Amortization expense | $ 558 | $ 736 |
Minimum [Member] | ||
Finite lived intangible asset useful life | 2 years | |
Maximum [Member] | ||
Finite lived intangible asset useful life | 15 years |
Goodwill and Intangible Asset32
Goodwill and Intangible Assets - Schedule of Major Classes of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Gross Carrying Amount | $ 16,518 | $ 16,518 |
Accumulated Amortization | (7,014) | (6,457) |
Intangible Asset, net | $ 9,504 | $ 10,061 |
Brand [Member] | ||
Weighted-average Amortization (years) | 14 years | 14 years |
Gross Carrying Amount | $ 1,377 | $ 1,377 |
Accumulated Amortization | (243) | (219) |
Intangible Asset, net | $ 1,134 | $ 1,158 |
Carrier Network [Member] | ||
Weighted-average Amortization (years) | 5 years | 5 years |
Gross Carrying Amount | $ 40 | $ 40 |
Accumulated Amortization | (36) | (35) |
Intangible Asset, net | $ 4 | $ 5 |
Distributor Relationships [Member] | ||
Weighted-average Amortization (years) | 6 years 9 months 18 days | 7 years 10 months 24 days |
Gross Carrying Amount | $ 4,059 | $ 4,059 |
Accumulated Amortization | (2,383) | (2,234) |
Intangible Asset, net | $ 1,676 | $ 1,825 |
Noncompete Agreements [Member] | ||
Weighted-average Amortization (years) | 4 years 8 months 12 days | 4 years 8 months 12 days |
Gross Carrying Amount | $ 987 | $ 987 |
Accumulated Amortization | (733) | (679) |
Intangible Asset, net | $ 254 | $ 308 |
Customer Relationships [Member] | ||
Weighted-average Amortization (years) | 4 years 8 months 12 days | 4 years 8 months 12 days |
Gross Carrying Amount | $ 1,484 | $ 1,484 |
Accumulated Amortization | (1,060) | (1,019) |
Intangible Asset, net | $ 424 | $ 465 |
Capitalized Software [Member] | ||
Weighted-average Amortization (years) | 6 years 7 months 6 days | 6 years 7 months 6 days |
Gross Carrying Amount | $ 8,571 | $ 8,571 |
Accumulated Amortization | (2,559) | (2,271) |
Intangible Asset, net | $ 6,012 | $ 6,300 |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 1,596 | |
2,017 | 1,965 | |
2,018 | 1,725 | |
2,019 | 1,338 | |
2,020 | 1,338 | |
2,021 | 685 | |
Thereafter | 857 | |
Total | $ 9,504 | $ 10,061 |
Accounts Payable and Other Li34
Accounts Payable and Other Liabilities - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Carriers and vendors payable | $ 9,858 | $ 7,364 |
Commissions payable | 5,054 | 3,830 |
Accrued wages | 2,257 | 1,140 |
Accrued refunds | 1,328 | 2,049 |
Accounts payable | 1,990 | 670 |
Accrued professional fees | 317 | 175 |
Accrued credit card/ACH fees | $ 317 | 293 |
Accrued interest | 3 | |
Accrued restructuring | $ 262 | 1,304 |
Other accrued expenses | 1,148 | 1,019 |
Total accounts payable and accrued expenses | $ 22,531 | $ 17,847 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 15, 2014 | |
Line of credit | $ 15,000 | $ 7,500 | |
Revolving Line of Credit [Member] | |||
Line of credit | 15,000 | $ 15,000 | |
Drew on revolving line of credit | $ 15,000 | 7,500 | |
Line of credit, description | The RLOC is subject to customary covenants and restrictions which, among other things, require us to maintain minimum working capital equal to 1.50 times the outstanding balance, and require that our maximum funded debt to tangible net worth ratio shall not exceed 1.50 at any time during the term of the RLOC. | ||
Costs related to acquiring the RLOC | $ 23 | ||
Deferred financing costs | $ 13 | $ 15 | |
Revolving Line of Credit [Member] | LIBOR, Plus [Member] | |||
Line of credit interest rate | 2.39% | 238.00% | 1.95% |
Restructuring (Details Narrativ
Restructuring (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Restructuring expenses | ||
Accounts payable and accrued expenses | $ 22,531 | $ 17,847 |
Restructuring [Member] | ||
Accounts payable and accrued expenses | $ 262 | $ 1,300 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 17, 2014 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Treasury stock, shares | 141,468 | 150,993 | |||
Treasury stock, carrying cost | $ 1,429 | $ 1,542 | |||
Stock repurchase program, number of shares authorized to be repurchased | 67,152 | ||||
Treasury Stock Acquired, Average Cost Per Share | $ 7.17 | ||||
Treasury Stock [Member] | |||||
Issuance of common stock, shares | (13,657) | ||||
Number of shares transferred to Treasury | 4,132 | 17,081 | |||
Treasury Stock [Member] | Forfeitures of Restricted Stock Awards [Member] | |||||
Number of shares transferred to Treasury | 13,657 | ||||
Issuance of restricted shares from treasury, shares | 150,000 | ||||
Treasury Stock [Member] | Vested Restricted Stock Awards [Member] | |||||
Number of shares transferred to Treasury | 4,132 | 5,433 | |||
HII [Member] | |||||
Common stock, par value | $ 14 | ||||
Class A Common Stock [Member] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Class A Common Stock [Member] | Maximum [Member] | |||||
Stock repurchase program, number of shares authorized to be repurchased | 800,000 | ||||
Class A Common Stock [Member] | HII [Member] | |||||
Common stock voting rights | one vote per share | ||||
Common stock voting rights percentage | 53.20% | ||||
Economic interest | 100.00% | ||||
Class A Common Stock [Member] | IPO [Member] | |||||
Issuance of common stock, shares | 4,666,667 | ||||
Common stock, par value | $ 0.001 | ||||
Share price | $ 14 | ||||
Class B Common Stock [Member] | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||
Class B Common Stock [Member] | HII [Member] | |||||
Common stock voting rights | one vote per share | ||||
Common stock voting rights percentage | 46.80% | ||||
Economic interest | 0.00% | ||||
Class B Common Stock [Member] | IPO [Member] | |||||
Issuance of common stock, shares | 8,666,667 | ||||
Class B Common Stock [Member] | IPO [Member] | Health Plan Intermediaries, LLC [Member] | |||||
Issuance of common stock, shares | 8,580,000 | ||||
Class B Common Stock [Member] | IPO [Member] | HPIS [Member] | |||||
Issuance of common stock, shares | 86,667 |
Stockholders' Equity - Effects
Stockholders' Equity - Effects of Changes in Ownership Interests in Equity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |||
Net (loss) income attributable to Health Insurance Innovations, Inc. | $ 905,000 | $ 53,000 | |
Contributions (distributions) | 7,000 | (319,000) | $ (872,000) |
Total | $ 912,000 | $ (266,000) |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
May. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Feb. 07, 2013 | |
Forfeitures share during the period | 28,000 | ||||
Options exercised during period | 13,567 | ||||
Cash outflows resulting from settlement of stock based incentive plans | $ 25 | $ 35 | |||
Income tax benefits from stock-based activity | $ 15 | $ 54 | |||
Long Term Incentive Plan [Member] | |||||
Common stock reserved for issuance | 2,250,000 | 1,250,000 | |||
Increase in number of shares of common stock | 1,000,000 | ||||
Stock Appreciation Rights SAR's [Member] | |||||
Forfeitures of unvested stock appreciation rights share during the period | 175,000 | 150,000 | |||
Stock Award [Member] | |||||
Forfeitures of unvested restricted shares during the period |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Weighted Average Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk-free rate | 140.00% | 160.00% |
Expected life | 4 years 7 months 6 days | 4 years 10 months 24 days |
Expected volatility | 5670.00% | 4070.00% |
Expected dividend |
Stock-based Compensation - Su41
Stock-based Compensation - Summary of SARs and Restricted Shares Granted (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restricted Shares Issued [Member] | ||
Other than option granted | ||
Restricted Shares Issued [Member] | ||
Other than option granted | ||
Stock Appreciation Rights SAR's [Member] | ||
Other than option granted | 15 | 10 |
Stock Option [Member] | ||
Other than option granted |
Stock-based Compensation - Su42
Stock-based Compensation - Summary of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock-based compensation expense | $ 486 | $ 61 |
Restricted Shares Issued [Member] | ||
Stock-based compensation expense | (66) | |
Restricted Shares Issued [Member] | ||
Stock-based compensation expense | 165 | |
Stock Appreciation Rights SAR's [Member] | ||
Stock-based compensation expense | 280 | (4) |
Stock Option [Member] | ||
Stock-based compensation expense | $ 41 | $ 131 |
Stock-based Compensation - Su43
Stock-based Compensation - Summary of Unrecognized Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2016 | |
Unrecognized stock-based compensation amount | $ 1,919 | |
Restricted Stock [Member] | ||
Unrecognized stock-based compensation amount | 532 | |
Stock-based compensation expense amount expected to be recognized | 1 year 8 months 12 days | |
Stock Appreciation Rights SAR's [Member] | ||
Unrecognized stock-based compensation amount | 1,323 | |
Stock-based compensation expense amount expected to be recognized | 1 year 8 months 12 days | |
Stock Option [Member] | ||
Unrecognized stock-based compensation amount | $ 64 | |
Stock-based compensation expense amount expected to be recognized | 10 months 24 days |
Net Income (Loss) per Share (De
Net Income (Loss) per Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Per share data: | ||
Anti-dilutive securities | 6,841,667 | 6,841,667 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Basic net income attributable to Health Insurance Innovations, Inc. | $ 905 | $ 53 |
Average shares-basic | 7,563,555 | 7,515,053 |
Average shares-diluted | 7,699,866 | 7,714,339 |
Basic net income per share attributable to Health Insurance Innovations, Inc. | $ 0.12 | $ 0.01 |
Diluted net income per share attributable to Health Insurance Innovations, Inc. | $ 0.12 | $ 0.01 |
Restricted Shares Issued [Member] | ||
Dilutive securities | 79,271 | 181,928 |
Stock Appreciation Rights SAR's [Member] | ||
Dilutive securities | 11,066 | |
Stock Option [Member] | ||
Dilutive securities | 45,974 | 17,358 |
Net Income (Loss) per Share -46
Net Income (Loss) per Share - Summary of Securities Not Included in Calculation of Diluted Net (Loss) Income (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Anti-dilutive securities | 6,841,667 | 6,841,667 |
Restricted Shares Issued [Member] | ||
Anti-dilutive securities | 14 | |
Restricted Shares Issued [Member] | ||
Anti-dilutive securities | ||
Stock Appreciation Rights SAR's [Member] | ||
Anti-dilutive securities | 27 | 419 |
Stock Option [Member] | ||
Anti-dilutive securities | 23 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 14.40% | 414.20% |
Provision for income taxes | $ (384) | $ 336 |
Change in gross unrecognized tax benefit |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | May. 02, 2015 | Feb. 13, 2013 | Aug. 01, 2012 | Mar. 31, 2016 | Dec. 31, 2014 |
Tax Receivable Agreement [Member] | |||||
Payable under tax receivable agreement | $ 933 | ||||
Total tax receivable agreement liability | $ 11,300 | ||||
May 2015 Note [Member] | Advance Two [Member] | |||||
Variable secured promissory note , advance amount | $ 500 | ||||
Repayment of related party debt | $ 1,000 | ||||
Class A Common Stock [Member] | Common Stock Issuance Over Allotment Option [Member] | Underwriters Over Allotment Option [Member] | |||||
Issuance of common stock, shares | 1,825,000 | ||||
Series B Membership Interests [Member] | |||||
Tax benefit payment, percentage | 85.00% | ||||
Tax benefit saving, percentage | 15.00% | ||||
Exclusive Option Agreement [Member] | |||||
Monthly payment for services agreement for the technology | $ 16 | ||||
Service agreement term | 5 years | ||||
Vendor Contracts [Member] | Software Assignment Agreement [Member] | |||||
System purchase amount | $ 45 | ||||
Vendor Contracts [Member] | Master Service Agreement [Member] | |||||
Monthly payment for services agreement for the technology | $ 26 | ||||
Service agreement term | 5 years | ||||
Agreement renewal | one-year terms unless we give 60 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Noncompete obligation | $ 247 | $ 291 |
Contingent acquisition consideration | 259 | 532 |
Liabilities | $ 506 | $ 823 |
Estimate of Fair Value Measurement [Member] | Level 1 [Member] | ||
Noncompete obligation | ||
Contingent acquisition consideration | ||
Liabilities | ||
Estimate of Fair Value Measurement [Member] | Level 2 [Member] | ||
Noncompete obligation | $ 247 | $ 291 |
Contingent acquisition consideration | ||
Liabilities | $ 247 | $ 291 |
Estimate of Fair Value Measurement [Member] | Level 3 [Member] | ||
Noncompete obligation | ||
Contingent acquisition consideration | $ 259 | $ 532 |
Liabilities | $ 259 | $ 532 |
Fair Value Measurements - Sum50
Fair Value Measurements - Summary of the Changes in the Fair Value of Liabilities Carried at Fair Value (Details) - Level 3 [Member] - Contingent Consideration Classified As Equity [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Beginning Balance | $ 532 | $ 4,400 |
Issuance and settlements, net | $ (273) | (2,603) |
Realized gain included in income | (1,265) | |
Ending Balance | $ 259 | $ 532 |
Segments (Details Narrative)
Segments (Details Narrative) - Segment | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | |
Segment Reporting [Abstract] | |||
Number of reportable segments | 1 | 1 | 2 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Amount of distributions paid | $ 7,000 | $ (319,000) | $ (872,000) |
Other tax benefits recorded as liability, current | 535,000 | 342,000 | |
Other tax benefits recorded as liability, noncurrent | 398,000 | 406,000 | |
Commissions payable | 5,054,000 | 3,830,000 | |
Tax Receivable Agreement [Member] | |||
Payable under tax receivable agreement | 748,000 | ||
Other tax benefits recorded as liability, current | 342,000 | ||
Other tax benefits recorded as liability, noncurrent | 406,000 | ||
Health Plan Intermediaries, LLC [Member] | |||
Amount of distributions paid | 7,000 | 319,000 | |
Amount paid under agreement | $ 0 | ||
Tax Receivable Agreement [Member] | |||
Payable under tax receivable agreement | 933,000 | ||
Other tax benefits recorded as liability, current | 535,000 | ||
Other tax benefits recorded as liability, noncurrent | 398,000 | ||
Total tax receivable agreement liability | 11,300,000 | ||
Health Benefits One LLC [Member] | |||
Advanced commissions payments, net | 907,000 | ||
Commission expense, recognized | 3,000,000 | ||
Commissions payable | $ 22,100,000 | $ 15,400,000 |