Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 01, 2017 | Jun. 30, 2016 | |
Entity Registrant Name | Health Insurance Innovations, Inc. | ||
Entity Central Index Key | 1,561,387 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 28,700 | ||
Trading Symbol | HIIQ | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Class A Common Stock [Member] | |||
Entity Common Stock, Shares Outstanding | 8,914,717 | ||
Class B Common Stock [Member] | |||
Entity Common Stock, Shares Outstanding | 6,841,667 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 12,214 | $ 7,695 |
Restricted cash | 11,938 | 7,906 |
Accounts receivable, net, prepaid expenses and other current assets | 2,815 | 1,778 |
Advanced commissions, net | 37,001 | 24,531 |
Income taxes receivable | 591 | |
Total current assets | 63,968 | 42,501 |
Property and equipment, net | 4,022 | 2,004 |
Goodwill | 41,076 | 41,076 |
Intangible assets, net | 7,907 | 10,061 |
Deferred tax asset | 8,181 | |
Other assets | 193 | 142 |
Total assets | 125,347 | 95,784 |
Current liabilities: | ||
Accounts payable and accrued expenses | 29,680 | 17,847 |
Deferred revenue | 430 | 384 |
Current portion of contingent acquisition consideration | 532 | |
Income taxes payable | 2,121 | |
Due to member | 3,282 | 342 |
Other current liabilities | 126 | 203 |
Total current liabilities | 35,639 | 19,308 |
Revolving line of credit | 7,500 | |
Deferred tax liability | 358 | |
Due to member | 9,460 | 406 |
Other liabilities | 170 | 158 |
Total liabilities | 45,269 | 27,730 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock (par value $0.001 per share, 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2016 and 2015, respectively) | ||
Additional paid-in capital | 47,849 | 44,591 |
Treasury stock, at cost (119,544 and 150,993 shares as of December 31, 2016 and 2015, respectively) | (1,122) | (1,542) |
Retained earnings (accumulated deficit) | 1,420 | (3,093) |
Total Health Insurance Innovations, Inc. stockholders' equity | 48,162 | 39,971 |
Noncontrolling interests | 31,916 | 28,083 |
Total stockholders' equity | 80,078 | 68,054 |
Total liabilities and stockholders' equity | 125,347 | 95,784 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | 8 | 8 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | $ 7 | $ 7 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 119,544 | 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 | 8,156,249 | 7,910,085 |
Common stock, shares outstanding | 8,036,705 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues (premium equivalents of $311,590 and $175,768 for the years ended December 31, 2016 and 2015, respectively) | $ 184,516 | $ 104,704 |
Operating expenses: | ||
Third-party commissions | 107,663 | 53,700 |
Credit card and ACH fees | 3,960 | 2,287 |
Selling, general and administrative | 51,527 | 47,324 |
Depreciation and amortization | 3,249 | 2,954 |
Total operating expenses | 166,399 | 106,265 |
Income (loss) from operations | 18,117 | (1,561) |
Other expense (income): | ||
Interest expense (income) | 61 | (22) |
Fair value adjustment to contingent acquisition consideration | 15 | (1,265) |
TRA expense | 9,678 | 361 |
Other expense (income) | 5 | (178) |
Net income (loss) before income taxes | 8,358 | (457) |
Benefit for income taxes | (4,751) | (1,922) |
Net income | 13,109 | 1,465 |
Net income attributable to noncontrolling interests | 8,596 | 864 |
Net income attributable to Health Insurance Innovations, Inc. | $ 4,513 | $ 601 |
Net income per share attributable to Health Insurance Innovations, Inc. | ||
Basic | $ 0.59 | $ 0.08 |
Diluted | $ 0.57 | $ 0.08 |
Weighted average Class A common shares outstanding | ||
Basic | 7,599,533 | 7,524,566 |
Diluted | 7,909,235 | 7,601,789 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Premium equivalent amount | $ 311,590 | $ 175,768 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Class A Common Stock [Member] | Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | (Accumulated Deficit) Retained Earnings [Member] | Noncontrolling Interests [Member] | Total |
Balance at Dec. 31, 2014 | $ 8 | $ 7 | $ 42,647 | $ (347) | $ (3,694) | $ 28,091 | $ 66,712 |
Balance, shares at Dec. 31, 2014 | 7,852,941 | 6,841,667 | 47,144 | ||||
Net income | 601 | 864 | 1,465 | ||||
Repurchases of Class A common stock | $ (520) | (520) | |||||
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) | $ (95) | |||||
Class A common stock withheld in Treasury from restricted share vesting, shares | (17,081) | 17,081 | 17,081 | ||||
Forfeiture of restricted stock held in Treasury | 2,125 | $ (2,125) | |||||
Forfeiture of restricted stock held in Treasury, shares | (164,132) | 164,132 | |||||
Issuances of restricted shares from Treasury | (1,545) | $ 1,545 | |||||
Issuances of restricted shares from Treasury, shares | 151,216 | (151,216) | |||||
Stock compensation expense | 1,364 | 1,364 | |||||
Contributions (distributions) | (872) | (872) | |||||
Balance at Dec. 31, 2015 | $ 8 | $ 7 | 44,591 | $ (1,542) | (3,093) | 28,083 | 68,054 |
Balance, shares at Dec. 31, 2015 | 7,759,092 | 6,841,667 | 150,993 | ||||
Net income | 4,513 | 8,596 | 13,109 | ||||
Issuances of Class A common stock under equity compensation plans | 19 | 19 | |||||
Issuances of Class A common stock under equity compensation plans, shares | 246,164 | ||||||
Class A common stock withheld in Treasury from restricted share vesting | $ (160) | $ (160) | |||||
Class A common stock withheld in Treasury from restricted share vesting, shares | (21,397) | 21,397 | 21,397 | ||||
Forfeiture of restricted stock held in Treasury | 345 | $ (345) | |||||
Forfeiture of restricted stock held in Treasury, shares | (43,600) | 43,600 | |||||
Issuances of restricted shares from Treasury | (721) | $ 721 | |||||
Issuances of restricted shares from Treasury, shares | 75,749 | (75,749) | |||||
Stock compensation expense | 3,792 | 3,792 | |||||
Issuances of Class A common stock from treasury | (183) | $ 204 | 21 | ||||
Issuances of Class A common stock from treasury, shares | 20,697 | (20,697) | |||||
Contributions (distributions) | 6 | (4,763) | (4,757) | ||||
Balance at Dec. 31, 2016 | $ 8 | $ 7 | $ 47,849 | $ (1,122) | $ 1,420 | $ 31,916 | $ 80,078 |
Balance, shares at Dec. 31, 2016 | 8,036,705 | 6,841,667 | 119,544 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities: | ||
Net income | $ 13,109 | $ 1,465 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Stock-based compensation | 3,792 | 1,364 |
Depreciation and amortization | 3,249 | 2,954 |
Fair value adjustments to contingent acquisition consideration | (15) | 1,265 |
Gain on deconsolidation of variable interest entity | (189) | |
Impairment of assets | 1,013 | |
Deferred income taxes | (8,539) | (1,942) |
Changes in operating assets and liabilities: | ||
Increase in restricted cash | (4,032) | (1,993) |
(Increase) decrease in accounts receivable, prepaid expenses and other assets | (1,088) | 930 |
Increase in advanced commissions | (12,470) | (19,792) |
Decrease (increase) in income taxes receivable | 591 | (579) |
Increase in income taxes payable | 2,121 | |
Increase in accounts payable, accrued expenses and other liabilities | 11,960 | 6,321 |
Increase in deferred revenue | 46 | 320 |
Increase in due to member pursuant to tax receivable agreement | 9,233 | 132 |
Net cash provided by (used in) operating activities | 17,987 | (11,261) |
Investing activities: | ||
Capitalized internal-use software and website development costs | (3,052) | (1,783) |
Proceeds from note receivable | 1,231 | |
Maturities of held-to-maturity investments | 461 | |
Purchases of property and equipment | (61) | (156) |
Net cash used in investing activities | (3,113) | (247) |
Financing activities: | ||
Proceeds from borrowings under revolving line of credit | 7,500 | 7,500 |
Payments on borrowings under revolving line of credit | (15,000) | |
Payments for contingent acquisition consideration | (547) | (2,603) |
Payments for noncompete obligation | (192) | (192) |
Class A common stock withheld in treasury from restricted share vesting | (160) | (95) |
Issuances of Class A common stock under equity compensation plans | 19 | |
Issuances of Class A common stock from treasury | 21 | |
Purchases of Cass A common stock pursuant to share repurchase plan | (520) | |
Distributions to member | (1,996) | (872) |
Net cash (used) provided by financing activities | (10,355) | 3,218 |
Net increase (decrease) in cash and cash equivalents | 4,519 | (8,290) |
Cash and cash equivalents at beginning of period | 7,695 | 15,985 |
Cash and cash equivalents at end of period | 12,214 | 7,695 |
Supplemental disclosure of non-cash financing activities: | ||
Declared but unpaid distribution to member of Health Plan Intermediaries Holdings, LLC | $ 2,761 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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 annual 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, previously, 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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Health Insurance Innovations, Inc., its wholly owned subsidiaries, one of which is a Variable Interest Entity (“VIE”), of which the Company is the primary beneficiary. See Note 3 for further information on the VIE. 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. 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 we record $1 billion in total annual gross revenue before that time or 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 cloud-based administrator of affordable 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 months, eleven months, or 364 days of health insurance coverage with a wide range of deductible and copay levels however, beginning April 1, 2017, new limits set STM duration to periods of less than three months but allows for re-applications with the same or different health insurance carrier. STM plans generally offer qualifying individuals insurance benefits for fixed short-term durations. STM plans feature a streamlined underwriting process offering immediate coverage options. Generally, our IFP premiums are substantially more affordable than the premiums of individual major medical (“IMM”) plans which offer lifetime renewable coverage. Included in IFP are hospital indemnity plans which are guaranteed-issue and underwritten plans that pay fixed cash benefits for covered procedures and services for individuals under the age of 65. These highly customizable products are on an open provider network without copayments or deductibles and do not have defined policy term lengths. 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 discount benefit providers and market them to individuals through our internal and external distribution network. We manage customer 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. Our scalable, proprietary, and web-based technology platform provides customers, whom we refer to as members, immediate access to the products we sell through our internal and third-party distribution channels. The health insurance products we develop are underwritten by insurance carriers, and we assume no underwriting, insurance or reimbursement risk. Members can tailor product selections to meet their personal insurance and budget needs, buy policies and print policy documents and identification cards in real-time. Our technology platform uses abbreviated online applications, some with health questionnaires, to provide an immediate accept or reject decision for products that we offer. Once an application is accepted, individuals can use our automated payment system to complete the enrollment process and obtain instant electronic access to their policy fulfillment documents, including the insurance policy, benefits schedule and identification cards. We receive credit card and Automated Clearing House (“ACH”) payments directly from members at the time of sale. Our technology platform provides scalability as we add members and on a per-policy-basis, reduces the costs associated with marketing, selling, underwriting and administering policies. Our sales of IFP and supplemental products focus on the large and under-penetrated segment of the U.S. population who are uninsured or underinsured. These respective classes include individuals not covered by employer-sponsored insurance plans, such as the self-employed, small business owners and their employees, individuals who are unable to afford the rising cost of IMM premiums, underserved “gap populations” that require insurance due to changes caused by life events: new graduates, divorcees, early retirees, military discharges, the unemployed, part-time and seasonal employees and customers seeking health insurance between the open enrollment periods created under the Patient Protection and Affordable Care Act (“PPACA”). As the managing general underwriter of our IFP 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), our enrollment fees 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 agreements. 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 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 website that allows consumers to research health insurance trends, comparison shop, and purchase IFP under the AgileHealthInsurance® brand. AgileHealthInsurance.com is one of the few internet sites dedicated to helping consumers understand the benefits of Term Health Insurance. We use the term “Term Health Insurance” to refer to health insurance products of less than one year in duration, such as STM. These new plans are the culmination of extensive research on health insurance needs in the PPACA era, and we believe consumers will easily be able to find affordable prices for these plans on AgileHealthInsurance.com. AgileHealthInsurance.com utilizes plan comparison and online enrollment tool, to accompany these new plans. The underlying technology was developed by engineers with decades of experience working on top-tier e-Commerce websites known for their ease-of-use. 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 9 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 December 31, 2016, Mr. Kosloske, our Chief of Product Innovation, beneficially owns 46.0% 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 December 31, 2016, and 2015, (i) the Series A Membership Interests held by HII represent 54.0% and 53.1%, respectively, of the outstanding membership interests, 54.0% 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 46.0% and 46.9%, respectively, of the outstanding membership interests, 46.0% and 46.9%, respectively, of the economic interests and no voting interest in HPIH. Use of Estimates The preparation of the consolidated 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 consolidated financial statements. These estimates also affect the reported amounts of revenue and expenses during the reporting periods. Actual results could differ materially from those estimates. Summary of Significant Accounting Policies Revenue Recognition Our revenues primarily consist of commissions and fees earned for IFP and supplemental products issued to members, enrollment fees paid by members, referral fees, fees for discount benefit plans, and administration fees paid by members as a direct result of our enrollment services, brokerage services or referral sales. Revenues reported by the Company are net of risk premiums remitted to insurance carriers and fees paid for discount benefit plans. Revenues are net of an allowance for policies expected to be cancelled by members during a limited cancellation period. We establish an allowance for estimated policy cancellations through a charge to revenues. The allowance is estimated using historical data to project future experience. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported. We periodically review the adequacy of the allowance and record adjustments as necessary. The net allowance for estimated policy cancellations as of December 31, 2016 and 2015 was $641,000 and $352,000, respectively. Commission rates for our products are agreed to in advance with the relevant insurance carrier and vary by carrier and policy type. Under our carrier compensation agreements, the commission rate schedule that is in effect on the policy effective date governs the commissions over the life of the policy. Commission revenues are earned based on commission rates contracted with insurance carriers or supplemental insurance product vendors, net of an estimate for forfeited amounts payable for future policy cancellations. In addition, we earn enrollment and administration fees on policies issued. All amounts due to insurance carriers and discount benefit vendors are reported and paid to them according to the procedures provided for in the contractual agreements between the individual carrier or vendor and us. Risk premiums are typically reported and remitted to insurance carriers on the 15th of the month following the end of the month in which they are collected. In concluding that revenues should be reported on a net basis, we considered Financial Accounting Standards Board (“FASB”) requirements and whether we have the responsibility to provide the goods or services to the customer or if we rely on a supplier to provide the goods or services to the customer. We are not the ultimate party responsible for providing the insurance coverage or discount benefits to the member and, therefore, we are not the primary obligor in the arrangement. The supplier, or insurance carrier, bears the risk for that insurance coverage. We therefore report our revenues net of amounts paid to the contracted insurance carrier companies and discount benefit vendors. Third-Party Commissions and Advanced Commissions We utilize a broad network of licensed third-party distributors, in addition to our internal distributors to sell the plans that we develop. We pay commissions to these distributors based on a percentage of the policy premium that varies by type of policy. We also pay fees to the distributors for discount benefit plans issued. Advanced commissions outstanding as of December 31, 2016 and 2015 totaled $37.0 million and $24.5 million, respectively. Advanced commissions consist of amounts advanced to certain third-party distributors. We perform ongoing credit evaluations of our distributors, all of which are located in the United States. We recover the advanced commissions by withholding future commissions earned on premiums collected over the period in which policies renew. While we have not experienced any significant write offs from commission advances, we have recognized a provision for bad debt expense of $454,000 and $327,000 for the years ended December 31, 2016 and 2015, respectively. In addition, from time to time, certain of these advanced commissions arrangements include a loan agreement for the purposes of securing the advanced payments we make. Generally, these loans will be repaid by withholding payments on future commissions earned by the distributor, as described in the respective agreements. A fee for the advance commission of up to 2% of the insurance premium sold is charged to the distributors and recognized as a reduction of the related commissions expense over the period of advance. The reductions of commission expense related to this practice for the years ended December 31, 2016 and 2015 were $2.6 million and $614,000, respectively. Cash and Cash Equivalents We account for cash on hand and demand deposits with banks and other financial institutions as cash. Short-term, highly liquid investments with original maturities of three months or less, when purchased, are considered cash equivalents. Investments in cash equivalents include, but are not limited to, demand deposit accounts, money market accounts and certificates of deposit with original maturities of three months or less. 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 risk 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 consolidated balance sheets with the related liabilities reported in accounts payable and accrued expenses. The Company previously referred to such restricted cash as cash held on behalf of others at December 31, 2015. Restricted cash at December 31, 2016 and 2015 was $11.9 million and $7.9 million, respectively. Accounts Receivable Accounts receivable represent amounts due to us for premiums collected by a third-party and are generally considered delinquent 15 days after the due date. The underlying insurance contracts are cancelled retroactively if the payment remains delinquent. We have not experienced any material credit losses from accounts receivable and have not recognized a significant provision for uncollectible accounts receivable. Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation, in the accompanying consolidated balance sheets. Depreciation expense for property and equipment is computed using the straight-line method over the following estimated useful lives: Website development and internal-use software (1) 3 – 5 years Computer equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of the lease term or estimated useful life (1) Included in property and equipment, net are certain website development and internally developed software costs. These costs incurred in the development of websites and internal-use software are either expensed as incurred or capitalized depending on the nature of the cost and the stage of development of the project under which a website or internal-use software are developed. The capitalization policies for website development and internal-use software vary as described below. Website development Generally, the costs incurred during the planning stage are expensed as incurred; costs incurred for activities during the website application and infrastructure development stage are capitalized; costs incurred during the graphics development stage are capitalized if such costs are for the creation of initial graphics for the website; subsequent updates to the initial graphics are expensed as incurred, unless they provide additional functionality; costs incurred during the content development stage are expensed as incurred unless they are for the integration of a database with the website, which are capitalized; and the costs incurred during the operating stage are expensed as incurred. Upon reaching the operating phase of the website application and infrastructure phase, the capitalized costs are amortized over the estimated useful life of the asset, which we generally expect to be five years. During the year ended December 31, 2015, we capitalized $895,000 of costs incurred, consisting primarily of direct labor, in the development of a website for which the software underlying the website will not be marketed externally. The operating phase of the development of this website commenced on July 1, 2015. No additional costs have since been capitalized. As of December 31, 2016 and 2015, $179,000 and $90,000, respectively, of amortization has been recorded related to the capitalized website development costs. Internal-use software Generally, the costs incurred during the preliminary project stage are expensed as incurred; costs incurred for activities during the application development stage are capitalized; and costs incurred during the post-implementation/operation stage are expensed as incurred. Upon reaching the post-implementation/operation stage of the development of internal-use software, the capitalized costs are amortized over the estimated useful life of the asset, which we generally expect to be three years. As of December 31, 2016 and 2015, we capitalized $3.1 million and $889,000, respectively, of costs incurred, consisting primarily of direct labor, in the application development stage of the internal-use software. Substantially all of the costs incurred during the period were part of the application development phase. As of December 31, 2016 and 2015, $774,000 and $45,000, respectively, of amortization has been recorded for projects in the post-implementation/operation phase of development. The Company’s management periodically reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. No impairment losses were recognized for the periods presented. Goodwill and Other Intangible Assets Goodwill As a result of our various acquisitions, we have recorded goodwill which represents the excess of the consideration paid over the fair value of the identifiable net assets acquired in a transaction accounted for as a business combination. An impairment test is performed by us at least annually as of October 1st of each year, or whenever events or circumstances indicate a potential for impairment. Under FASB guidance, we have the option of performing a qualitative assessment to determine whether based on the facts and circumstances it is more likely than not that the fair value of the reporting unit exceeds the carrying value of its net assets. A qualitative assessment requires judgments involving relevant factors, including but not limited to, changes in the general economic environment, industry and regulatory considerations, current economic performance compared to historical economic performance and other relevant company-specific events such as changes in management, key personnel or business strategy, where applicable. If we elect to bypass the qualitative assessment, or if we determine, based upon our assessment of those qualitative factors that it is more likely than not that the fair value of the unit is less than its carrying value, a quantitative assessment for impairment is required. The quantitative assessment for evaluating the potential impairment of goodwill involves a two-step assessment process which requires significant estimates and judgments by us to be used during the analysis. In step one we determine if there is an indication of goodwill impairment by determining the fair value of the reporting unit’s net assets and comparing that value to the reporting unit’s carrying value including the goodwill. If the carrying value of the net assets exceed the fair value, then the second step of the impairment assessment is required. The step two assessment determines if an impairment exists, and if so, the magnitude of the impairment by comparing the estimated fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The excess of the carrying value over the estimated fair value of the goodwill determines the amount of impairment which would then be recorded as a loss on our statement of operations in the year the impairment occurred. See Note 14 for further information on our change in reporting units that occurred in the first quarter of 2015. While performing an impairment assessment we use a combination of valuation approaches including the market approach and the income approach. The market approach uses a guideline company methodology, which is based upon a comparison of the reporting unit to similar publicly-traded companies within our industry. We derive a market value of invested capital or business enterprise value for each comparable company by multiplying the price per share of common stock of the publicly traded companies by their total common shares outstanding and adding each company’s current level of debt. We calculate a business enterprise multiple based on revenue and earnings from each company, then apply those multiples to our revenue and earnings to calculate a business enterprise value. Assumptions regarding the selection of comparable companies are made based on, among other factors, capital structure, operating environment and industry. As the comparable companies were typically larger and more diversified than our business, multiples were adjusted prior to application to our revenues and earnings to reflect differences in margins, long-term growth prospects and market capitalization. The income approach uses a discounted debt-free cash flow analysis to measure fair value by estimating the present value of future economic benefits. To perform the discounted debt-free cash flow analysis, we develop a pro forma analysis of the reporting unit to estimate future available debt-free cash flow and discounting estimated debt-free cash flow by an estimated industry weighted average cost of capital based on the same comparable companies used in the market approach. Per FASB guidance, the weighted average cost of capital is based on inputs (e.g., capital structure, risk, etc.) from a market participant’s perspective and not necessarily from the reporting unit’s perspective. Future cash flow is projected based on assumptions for our economic growth, industry expansion, future operations and the discount rate, all of which require significant judgments by management. We establish our assumptions and arrive at the estimates used in these calculations based upon our historical experience, knowledge of our industry and by incorporating third-party data, which we believe results in a reasonably accurate approximation of fair value. Nevertheless, changes in the assumptions used could have an impact on our assessment of recoverability. We believe our projected sales are reasonable based on, among other things, available information regarding our industry. We also believe the discount rate is appropriate. The weighted average discount rate is impacted by current financial market trends and will remain dependent on such trends in the future. After computing a separate business enterprise value under the above approaches, we apply a weighting to them to derive the business enterprise value of the reporting unit. The weightings are evaluated each time a goodwill impairment assessment is performed and give consideration to the relative reliability of each approach at that time. The estimated fair value is then compared to the reporting unit’s carrying value. During the second quarter of 2016, the Department of Health and Human Services issued a proposal to limit the duration of STM to a period of no longer than three months compared to the current period of up to one year. The proposed rule led to a decline in stock price which was deemed to be a triggering event for a goodwill impairment analysis and accordingly the Company performed step one of the two step impairment test under GAAP. Upon completion of the step one analysis as of June 30, 2016, we determined that the fair value of the reporting unit exceeded its carrying value. As such, a step two analysis was not required. The Company also performed its annual impairment as of October 1, 2016 and upon completion of the analysis in step one we determined that the fair value of the reporting unit exceeded its carrying value. As such, a step two analysis was not required. Our goodwill balance arose from our previous acquisitions. See Note 2 for further information on the acquisitions. See Note 5 for further discussion of our goodwill. Other Intangible Assets Our other intangible assets arose primarily from acquisitions. Finite-lived intangible assets are amortized over their useful lives from two to fifteen years. See Note 5 for further discussion of our intangible assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of the asset or asset group is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If the carrying amount of an asset or asset group is not recoverable, we recognize an impairment loss based on the excess of the carrying amount of the long-lived asset or asset group over its respective fair value which is generally determined as the present value of estimated future cash flows or as the appraised value. No impairments on intangible assets were recorded during the year ended December 31, 2016. Related to our restructuring, the Company recognized an impairment of certain intangible assets in the amount of $878,000 for the year ended December 31, 2015. See Notes 5 and 8 for further discussion on the impairment and restructuring activities. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing expenses for the years ended December 31, 2016 and 2015 were $11.1 million and $9.8 million respectively and are classified as selling, general and administrative expense (“S, G & A”). Accounting for Stock-based Compensation Expense for stock-based compensation is recognized based upon estimated grant date fair v |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | 2. Business Acquisitions Acquisition of HP On July 14, 2014, we entered into an agreement to acquire (the “Merger Agreement”) HP from Mr. Bruce Telkamp (“Telkamp”), Dr. Sheldon Wang (“Wang”) and minority equity holders of HP. The closing of the acquisition occurred on July 14, 2014 simultaneous with the signing of the Merger Agreement. Pursuant to the Merger Agreement, at the closing, we paid consideration consisting of approximately $21.9 million in cash and 900,900 shares of Class A common stock, $0.001 par value per share, with such shares of the Class A common stock having a fair value of $6.7 million as of the acquisition date. A portion of the merger consideration consisting of $3.2 million in cash was deposited with an escrow agent to fund payment obligations with respect to post-closing working capital adjustments, post-closing indemnification obligations of HP’s former equity holders, and fees and expenses of the representative of HP’s former equity holders. All vested options and warrants to acquire shares of HP’s capital stock were terminated in connection with the acquisition, and the holders thereof received in cash a portion of the aggregate consideration upon the terms and subject to the conditions set forth in the Merger Agreement. All unvested options to acquire shares of HP’s capital stock were converted into options to acquire shares of our Class A common stock (“Replacement Options”) upon the terms and subject to the conditions set forth in the Merger Agreement. The total number of Replacement Options was 84,909. Pursuant to the Merger Agreement, this amount offset the total number of shares included in the consideration. The Replacement Options are included as a component of stock-based compensation on the accompanying consolidated statements of operations. See Note 9 for information on the Replacement Options. As of December 31, 2015, the net amount of shares of Class A common stock issued as a result of the acquisition was 815,991. Under the terms of the Merger Agreements, the former equity holders of HP may have elected to receive cash or shares of our Class A common stock. Telkamp and Wang have agreed to accept cash and common stock, including 50% each of any of the shares that were issued as part of the aggregate consideration that are not elected to be received as consideration by other former HP equity holders. The goodwill allocated to the purchase price was calculated as the fair value of the consideration less the assets acquired and liabilities assumed. This value is primarily related to the expected results of future operations of HP and the operational and technological synergies we expect to realize as a result of the acquisition. Effective July 14, 2014, our Board of Directors appointed Mr. Telkamp as our Chief Operating Officer and we entered into an employment agreement with Mr. Telkamp where he also agreed to continue to serve as HP’s Chief Executive Officer. Telkamp’s employment agreement provides for, among other things, a noncompetition covenant beginning on July 14, 2014 and ending on the last day of any salary continuation period (as defined in Telkamp’s employment agreement). In addition, the Merger Agreement provides for, among other things, a noncompetition covenant applicable to Telkamp beginning on July 14, 2014 and ending on July 14, 2017. On May 4, 2015, Telkamp’s employment agreement was amended, and he became the Chief Executive Officer of our Consumer Division. Telkamp will continue to serve as Chief Executive Officer of HP. In addition, effective July 14, 2014, HII’s Board of Directors appointed Wang as our Chief Technology Officer and we entered into an employment agreement with Wang in which he also agreed to continue to serve as HP’s President. Wang’s employment agreement provides for, among other things, a noncompetition covenant beginning on July 14, 2014 and ending on the last day of any salary continuation period (as defined in Wang’s employment agreement). In addition, the Merger Agreement provides for, among other things, a noncompetition covenant applicable to Wang beginning on July 14, 2014 and ending on July 14, 2017. Acquisition of ASIA On August 8, 2014, we entered into an agreement (the “Purchase Agreement”) to acquire all of the issued and outstanding membership interests of ASIA, a Texas insurance brokerage, from Mr. Landon Jordan (“Jordan”) for an initial cash payment of $1.8 million, comprised of a prior deposit of $325,000 and a closing payment of $1.5 million, and $2.2 million in contingent consideration, as described below. The closing of the acquisition occurred on August 8, 2014 simultaneous with the signing of the Purchase Agreement. Pursuant to the ASIA Purchase Agreement, Jordan was eligible to receive total contingent consideration of $2.2 million, payable in cash. This amount was payable in two cash payments of $1.2 million and $1.0 million, respectively, if ASIA attained certain amounts of adjusted EBITDA, as defined in the ASIA Purchase Agreement, during each of the periods from September 1, 2014 through August 31, 2015, and September 1, 2015 through August 31, 2016. At December 31, 2014, the fair value of the contingent consideration for both tranches was $1.4 million. During the year ended December 31, 2015, ASIA did not meet the required EBITDA for the first earnout period and it was determined that the likelihood of meeting the second earnout period was not probable. As a result, in 2015, the Company wrote down the remaining contingent liability of $1.4 million with the corresponding reversal recorded as a fair value adjustment of contingent consideration on the consolidated statement of operations. Simultaneously, the Company terminated its employment agreement with Jordan. In connection with Jordan’s termination, the Company recorded $825,000 in severance and settlement related charges which are recorded in the S, G & A expenses line item on the consolidated statement of operations. See Note 8 for details of the restructuring. As of December 31, 2016, the amount of goodwill acquired that we expect to be deductible for income tax purposes is $1.4 million. Acquisition of Secured On July 17, 2013, we consummated a Stock Purchase Agreement (the “Purchase Agreement”) with Joseph Safina, Howard Knaster and Jorge Saavedra (collectively, the “Sellers”), pursuant to which we acquired from the Sellers all of the outstanding equity of each of the Secured entities, which consisted of Sunrise Health Plans, Inc., a licensed insurance broker, Sunrise Group Marketing, Inc., a call center and sales lead management company, and Secured Software Solutions, Inc., an intellectual property holding company, each of which was converted to a limited liability company shortly after closing, for a cash payment of $10.0 million plus approximately $6.6 million of contingent consideration which included contingent stock awards and a note payable. The funding of the $10.0 million cash portion of the purchase price was provided primarily from net proceeds from the IPO. Modifications of Secured Contingent Consideration In November 2013, HPIH and the Sellers reached an agreement to modify the contingent consideration, including the thresholds to earn such contingent consideration, and to terminate the contingent stock awards and note payable. Instead, the contingent consideration was payable in cash only and included a one-time payment of $1.0 million, which was paid in November 2013, and fixed and variable components of $250,000 (up to a maximum of $3.0 million) and $200,000 (up to a maximum of $2.4 million), respectively. In addition, one of the principals severed his employment with Sunrise Health Plans, Inc. and entered into a consulting arrangement with the Company. In May 2015, we entered into an agreement to modify the remaining contingent consideration. Pursuant to this modification, the remaining maximum payout under the existing contingent consideration terms allocable to Safina was paid in a lump-sum of $973,000 on May 7, 2015. The remaining payouts allocable to Knaster and Saavedra, which began on May 29, 2015, continued to be paid ratably and monthly through June 30, 2016. As of December 31, 2016, the Company had no remaining balance of contingent consideration reported on the consolidated balance sheet. The fair value of contingent consideration as of December 31, 2015 was $532,000 and is included in contingent acquisition consideration on the accompanying consolidated balance sheet. During the years ended December 31, 2016 and 2015 we recorded $15,000 and $128,000, respectively, in adjustments to fair value of the contingent consideration, which is included in fair value adjustment of contingent consideration on the accompanying consolidated statement of operation. As of December 31, 2016, we had made total payments of $6.4 million under the contingent consideration agreement, and there is no remaining payments under the agreement. As of December 31, 2015, we had made total payments of $5.9 million under the contingent consideration agreement, and the maximum remaining payments under the agreement total $547,000. As of December 31, 2016, the amount of goodwill acquired that we expect to be deductible for income tax purposes is $10.5 million. As of December 31, 2015, the Company committed to and communicated a plan to restructure its operations at Secured. See Note 8 for additional information. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2016 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entities | 3. Variable Interest Entities As of December 31, 2015, we are the primary beneficiary of one entity that constitutes a VIE pursuant to FASB guidance. HPIH As of December 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 54.0% 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 9 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 December 31, 2016 and 2015, HII holds 100% of the voting power, respectively, and 54.0% and 53.1% of the membership and economic interest in HPIH, respectively. 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. Per the SIL LLC Agreement, 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 and concluded that we were the primary beneficiary of SIL, and therefore, we consolidated 100% of SIL as we had power over and received the benefits of SIL. 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 of December 31, 2016 the note was repaid in full and no outstanding balance is owed the Company. The note is included in advanced commissions in the accompanying consolidated balance sheet as of December 31, 2015. 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, 2016 and 2015, SIL did not report positive EBITDA and therefore, no payment has been made on the contingent receivable. 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 consolidated financial statements through the date of the Unit Purchase Agreement. As of December 31, 2015, we recorded a gain of $189,000 on the sale, representing the difference between the consideration received and the carrying value of SIL’s net assets at the time of the transaction, which is recorded in other expense (income) within the consolidated statements of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment, net, are comprised of the following ($ in thousands): December 31, 2016 2015 Computer equipment $ 373 $ 341 Furniture and fixtures 192 232 Leasehold improvements 246 260 Website development and internal-use software 4,836 1,784 Total property and equipment $ 5,647 $ 2,617 Less accumulated depreciation 1,625 613 Total property and equipment, net $ 4,022 $ 2,004 Depreciation expense, including depreciation related to capitalized website development and internal-use software, was approximately $1.1 million and $329,000, respectively, for the years ended December 31, 2016 and 2015. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill Goodwill has been recorded as a result of previous acquisitions. There were no additions to goodwill during the year ended December 31, 2016. See Note 2 for further discussion of our history of acquisitions. No losses on impairment of goodwill were recorded during the years ended December 31, 2016, or 2015. The carrying amounts as of December 31, 2016 and 2015 were $41.1 million. Other intangible assets Our other intangible assets arose primarily from the acquisitions described above and consist of a brand, the carrier network, distributor relationships, customer relationships, noncompete agreements and capitalized software. Finite-lived intangible assets are amortized over their useful lives from two to fifteen years. Major classes of intangible assets, net as of December 31, 2016 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.1 $ 1,377 $ (311 ) $ 1,066 Carrier network 5.0 40 (40 ) — Distributor relationships 6.8 4,059 (2,831 ) 1,228 Noncompete agreements 4.7 987 (881 ) 106 Customer relationships 5.8 1,484 (1,125 ) 359 Capitalized software 6.7 8,571 (3,423 ) 5,148 Total intangible assets $ 16,518 $ (8,611 ) $ 7,907 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 year ended December 31, 2016, and 2015 was $2.2 million and $2.6 million, respectively. Estimated annual pretax amortization for intangibles assets in each of the next five years and thereafter are as follows ($ in thousands): 2017 $ 1,966 2018 1,725 2019 1,338 2020 1,338 2021 685 Thereafter 855 Total $ 7,907 Reviews of other intangible assets are performed at each reporting period in accordance with GAAP. No impairments were noted during the year ended December 31, 2016. In connection with the 2015 restructuring, intangible assets were reviewed for impairment and as a result we recorded a loss on intangibles related to distributors of $878,000. The associated loss is included in the consolidated statement of operations as S, G & A expense for the year ended December 31, 2015. See Note 8 for further information on the restructuring. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 6. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of December 31, 2016 and 2015 consisted of the following ($ in thousands): December 31, 2016 2015 Carriers and vendors payable $ 11,385 $ 7,364 Commissions payable 5,710 3,830 Accrued wages 4,206 1,140 Accrued refunds 3,238 2,049 Accounts payable 928 670 Accrued professional fees 910 175 Accrued credit card/ACH fees 430 293 Accrued interest — 3 Accrued restructuring 3 1,304 Other accrued expenses 2,870 1,019 Total accounts payable and accrued expenses $ 29,680 $ 17,847 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 7. 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, net. The stated interest rate for the RLOC is 30-day LIBOR, plus 1.95%, which at December 31, 2016 and December 31, 2015 was 2.72% and 2.38%, respectively. As of December 31, 2016 we have no outstanding balance from draws on the RLOC and there is $15 million available to be drawn upon. As of December 31, 2015, we had drawn $7.5 million on the RLOC and had $7.5 million available to be drawn upon. 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 December 31, 2016 and 2015, the Company was in compliance with all covenants of the RLOC agreement. Under the terms of the RLOC, we incurred and capitalized certain costs related to acquiring the RLOC of $23,000. These costs consisted primarily of consulting and legal fees directly related to the bank loan. As of December 31, 2016 there was no balance of deferred financing costs. At December 31, 2015, the capitalized balance of the deferred financing costs of $15,000 were included in Accounts receivable, net, prepaid expenses and other current assets. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 8. 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 year ended December 31, 2016. As of December 31, 2016, the remaining liability associated with the restructuring is $3,000 and is included in the consolidated balance sheet as accounts payable and accrued expenses. The amount of expense incurred as of December 31, 2015 for the restructuring activities was $2.6 million and is included in the consolidated statement of operations as S, G & A expense. The Company had recorded a liability at December 31, 2015 of $1.3 million which is included in the consolidated balance sheet as accounts payable and accrued expenses. In connection with the restructuring, intangible assets were reviewed for impairment and as a result of our assessment, we have recorded a loss on intangibles related to distributors of $878,000. for the year ended December 31, 2015. This loss is included with restructuring expenses in consolidated statement of operations as S, G & A expense. See Note 5 for further information on our intangible assets. 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 | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 9. 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 December 31, 2016, the Class A common stockholders had 54.0% of the voting power in HII and the Class B common stockholders had 46.0% 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. 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. Holders will not have the right to exchange Series B Membership Interests if we determine that such exchange would be prohibited by law or regulation or would violate other agreements to which we may be subject. We may impose additional restrictions on exchanges that we determine necessary or advisable so that HPIH is not treated as a “publicly traded partnership” for U.S. federal income tax purposes. If the Internal Revenue Service were to contend successfully that HPIH should be treated as a “publicly traded partnership” for U.S. federal income tax purposes, HPIH would be treated as a corporation for U.S. federal income tax purposes and thus would be subject to entity-level tax on its taxable income. A holder that exchanges Series B Membership Interests will also be required to deliver an equal number of shares of our Class B common stock. In connection with each exchange, HPIH will cancel the delivered Series B Membership Interests and issue to us Series A Membership Interests on a one-for-one basis. Thus, as holders exchange their Series B Membership Interests for Class A common stock, our interest in HPIH will increase. In accordance with the Exchange Agreement, in March 2013, we received a net amount of $1.4 million in proceeds from the issuance of 100,000 shares of Class A common stock through the over-allotment option. We immediately used the proceeds to acquire Series B Membership Interests, together with an equal number of shares of our Class B common stock, from HPI. These Series B Membership Interests were immediately recapitalized into Series A Membership Interests in HPIH. On February 1, 2014, a registration statement on Form S-3 became effective under which we registered 8,566,667 shares of our Class A common stock for resale from time to time by the selling stockholder, of which all such shares are issuable upon the exchange of an equivalent number of Series B Membership Interests (together with an equal number of shares of our Class B common stock). On August 15, 2014, we entered into an underwriting agreement with Raymond James & Associates, Inc., as the underwriter, and HPI and HPIS, as selling stockholders (the “Selling Stockholders”). Pursuant to the underwriting agreement and an exchange agreement between the Company and Selling Stockholders (the “Exchange Agreement”) under which holders of Series B Membership Interests may exchange 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, we issued 1,725,000 shares of Class A common stock to the Selling Stockholders. We immediately acquired the Series B Membership Interests, together with an equal number of shares of our Class B common stock from the Selling Stockholders. These Series B Membership Interests were immediately recapitalized into Series A Membership Interests in HPIH. The Selling Stockholders agreed to immediately after the exchange sell to the underwriter for resale all 1,725,000 shares of Class A common stock at a public offering price of $12.15 per share ($11.54 per share, net of underwriting discounts), for net proceeds of $19.9 million. No shares were sold by the Company in this offering. The sale by the Selling Stockholders was made pursuant to a registration statement on Form S-3. No other shares of Class A common stock have been sold pursuant to the registration statement on Form S-3. The acquisition of the Series B Membership Interests resulted in a decrease in noncontrolling interests with an offsetting increase in stockholders’ equity as of December 31, 2014 to reflect the decrease in the noncontrolling interest’s investment in HPIH. See Note 15 for further discussion of this transaction’s effects on a tax receivable agreement we entered into with holders of Series B Membership Interests. 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 December 31, 2016 and 2015, we held 119,544 and 150,993 shares of treasury stock, respectively, recorded at a cost of $1.1 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 year ended December 31, 2016 we made no repurchases under the Repurchase Plan. During the year ended December 31, 2015 we repurchased 73,852 shares of our registered Class A common stock under the Repurchase Program at an average price per share of $7.06. 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 year ended December 31, 2016, 21,397 shares were transferred to Treasury as a result of surrendered shares of vested restricted stock awards and exercises of SARs, 43,600 shares were transferred to Treasury as the result of forfeitures of restricted stock awards, and 75,749 shares were granted to certain employees from Treasury as restricted stock awards. During the year ended December 31, 2015, 17,081 shares were transferred to Treasury as a result of surrendered shares of vested restricted stock awards, 164,132 shares were transferred to Treasury as the result of forfeitures of restricted stock awards, and 151,216 shares were granted to certain employees from Treasury as restricted stock awards. See Note 10 for further information on our Long Term Incentive Plan. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 10. 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 2016, the Company’s shareholders approved an increase of 1,000,000 shares of Class A common stock and as of that date, there were 3,250,000 shares of Class A common stock reserved for issuance under the LTIP. As of December 31, 2015, there were 2,250,000 shares of Class A common stock reserved for issuance under the LTIP. Restricted Stock The vesting periods for grant recipients are at the discretion of the Compensation Committee of our Board of Directors and may be vested upon grant in whole or in part but generally have used a four-year period. Restricted stock units are amortized using the accelerated method over the vesting period. The table below summarizes activity regarding unvested restricted stock under the LTIP during the years ended December 31, 2016 and 2015 (all amounts in thousands, except per share data): Number of Shares Outstanding Weighted-Average Grant Date Fair Value (per share) Aggregate Intrinsic Value Restricted stock unvested at January 1, 2015 292 $ 12.25 $ 2,092 Granted 161 5.95 959 Vested (88 ) 10.29 522 Forfeited (164 ) 12.95 1,263 Restricted stock unvested at December 31, 2015 201 $ 7.50 $ 1,348 Granted 284 8.93 2,238 Vested (56 ) 7.39 320 Forfeited (43 ) 7.90 238 Restricted stock unvested at December 31, 2016 386 $ 8.52 $ 6,887 We realized income tax benefits of $57,000 and $100,000 from activity involving restricted shares for the years ended December 31, 2016 and 2015, respectively. The total fair value of restricted stock that vested for the years ended December 31, 2016 and 2015 was $413,000 and $885,000, respectively. Stock Appreciation Rights The SARs activity for the years ended December 31, 2016 and 2015 is as follows (all amounts in thousands, except per share data): SARs Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (a) Outstanding at January 1, 2015 594 $ 12.37 6.1 $ — Granted 1,145 4.69 — — Exercised (b)(c) — — — — Forfeited or expired (317 ) 11.44 — 3 Outstanding at December 31, 2015 1,422 $ 6.40 5.6 $ 2,238 Granted 909 7.34 — — Exercised (b)(c) (35 ) 5.85 — 253 Forfeited or expired (24 ) 4.95 — 26 Outstanding at December 31, 2016 2,272 $ 6.80 5.2 $ 25,105 Exercisable at December 31, 2016 1,570 $ 6.64 4.6 $ 17,605 (a) The intrinsic value of a SAR is the amount by which the market value of the underlying stock as of December 31, 2016, and 2015 exceeds the exercise price of the option multiplied by the number of shares represented by such SAR. (b) Shares issued upon the exercise of SARs are treated as newly issued shares. There were 14,489 shares issued during 2016 related to exercises of SARs. There were no shares issued during 2015 related to exercises of SARs. (c) There was no tax benefit recognized in 2016 or 2015 related to stock-based compensation for SARs. During the year ended December 31, 2016, the weighted-average grant date fair value per share of stock-based compensation granted to employees during the period above was $3.68 per share. The total fair value of SARs that vested for the year ended December 31, 2016 was $3.1 million. During the year ended December 31, 2015, the weighted-average grant date fair value per share of stock-based compensation granted to employees during the period above was $5.95 per share. The total fair value of SARs that vested for the year ended December 31, 2015 was $1.4 million. Stock Options The stock option activity for the years ended December 31, 2016 and 2015 is as follows (all amounts in thousands, except per share data): Stock options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (a) Outstanding at January 1, 2015 84 $ 12.13 8.3 $ 478 Granted — — — — Exercised (b)(c) — — — — Forfeited or expired (5 ) 12.13 — — Outstanding at December 31, 2015 79 $ 1.07 7.3 442 Granted — — — — Exercised (b)(c) (39 ) 1.06 — 330 Forfeited or expired — — — — Outstanding at December 31, 2016 40 $ 1.08 6.5 $ 668 Exercisable at December 31, 2016 31 $ 1.07 6.4 $ 521 (a) The intrinsic value of a stock option is the amount by which the market value of the underlying stock as of December 31, 2016, and 2015, exceeds the exercise price of the option multiplied by the number of shares represented by such stock option. (b) Shares issued upon the exercise of stock options are treated as newly issued shares. There were 35,606 shares issued during 2016 related to exercises of stock options. There were no shares issued during 2015 related to exercises of stock options. (c) There was no tax benefit recognized in 2016 or 2015 related to stock-based compensation for stock options. During the year ended December 31, 2016 and 2015, no stock options were granted. The total fair value of stock options that vested for the years ended December 31, 2016 and 2015 was $269,000 and $508,000, respectively. Accounting for Stock-Based Compensation 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 service conditions, performance conditions, or market conditions. For grants of SARs and stock options, we apply the Black-Scholes option-pricing model, a Monte Carlo Simulation, 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. Since 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. In accordance with GAAP, compensation expense is not recognized for awards with performance vesting conditions until it is deemed probable that the underlying performance events will occur. All stock-based compensation expense is classified within S, G & A expense in the consolidated statements of operations. None of the stock-based compensation was capitalized during the years ended December 31, 2016 or 2015. The Black-Scholes option-pricing model was used with the following weighted average assumptions for the years ended December 31, 2016 and 2015: Year Ended December 31, 2016 2015 Risk-free rate 1.4 % 1.5 % Expected life 4.9 years 4.6 years Expected volatility 58.7 % 44.3 % Expected dividend none none The following table summarizes stock-based compensation expense for the years ended December 31, 2016 and 2015 ($ in thousands): Year Ended December 31, 2016 2015 Restricted shares $ 517 $ 495 SARs 3,174 553 Stock options 101 316 $ 3,792 $ 1,364 The following table summarizes unrecognized stock-based compensation and the remaining period over which such stock-based compensation is expected to be recognized as of December 31, 2016 and 2015 ($ in thousands): 2016 Unrecognized Expense Weighted Average Remaining years Restricted shares $ 2,086 2.1 SARs 1,492 2.0 Stock options 13 0.6 $ 3,591 2015 Restricted shares $ 673 1.8 SARs 1,531 1.8 Stock options 99 1.0 $ 2,303 These amounts do not include the cost of any additional awards that may be granted in future periods nor any changes in our forfeiture rate. There were 35,000 SARs and 35,606 stock options exercised during the year ended December 31, 2016. There were no SARs or stock options exercised during the year ended December 31, 2015. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 11. Income Tax The provision for income tax for the years ended December 31, 2016 and 2015, consisted of the following components ($ in thousands): Year Ended December 31, 2016 2015 Current: Federal $ 3,295 $ (6 ) State 493 26 Total current taxes 3,788 20 Deferred: Federal (7,736 ) (1,265 ) State (803 ) (677 ) Total deferred taxes (8,539 ) (1,942 ) Income taxes $ (4,751 ) $ (1,922 ) The items accounting for differences between the income tax provision computed at the federal statutory rate and the provision for income tax for the years ended December 31, 2016 and 2015, was as follows: 2016 2015 U.S. federal income tax rate 35.0 % 35.0 % State income taxes, net of federal tax benefits (0.1 ) (2.7 ) Valuation allowance (51.6 ) 102.7 Operations of nontaxable subsidiary (40.9 ) 131.0 Stock-based compensation contribution (1.2 ) 38.2 Non-deductible or non-taxable items 2.0 (13.1 ) Change in estimate of state effective tax rates — 83.6 Return to provision adjustments — 45.7 Income taxes (56.8 )% 420.4 % The deferred income tax assets consisted of the following as of December 31, 2016 and 2015 ($ in thousands): Year Ended December 31, 2016 2015 Deferred tax assets: Investment in subsidiary $ 16,715 $ 18,724 Tax receivable agreement 3,789 386 Stock compensation 694 397 Net operating loss carryforwards 2,230 2,206 Allowance for doubtful accounts 4 15 Other 165 82 Total deferred tax assets 23,597 21,810 Less valuation allowances (12,799 ) (19,309 ) Deferred tax assets, net of valuation allowance 10,798 2,501 Deferred tax liabilities: Identifiable intangible assets (2,383 ) (2,847 ) Stock compensation (225 ) (8 ) Other (9 ) (4 ) Deferred tax assets (liabilities), net $ 8,181 $ (358 ) At December 31, 2016, HII had no federal or state net operating loss carryforwards. At December 31, 2015, HII had $500,000 of federal net operating loss carryforwards, with varying amounts of state net operating loss carryforwards. Additionally, at December 31, 2016 and 2015, HP had approximately $5.7 million and $5.1 million, respectively, of federal and state net operating loss carryforwards with varying amounts of state net operating loss carryforwards for both years. These carryforwards are generally available through 2036 and start expiring in 2033. 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 company’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 year ended December 31, 2016 was (56.8%) and the effective tax rate for the year ended December 31, 2015 was 420.4%. For the years ended December 31, 2016 and 2015, the benefit for income taxes were $4.8 million and $1.9 million, 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. Due to the ownership structure of HP, which is a taxable entity, it cannot join in a consolidated tax filing with HII. Consequently, its federal and state tax jurisdictions are separate from those of HII, which prevents deferred tax assets and liabilities of HII and HP from offsetting one another. The 2016 tax rate for HII was mainly impacted by the partial release of the deferred tax asset valuation allowance. HP’s 2016 book loss generates a deferred tax benefit which is a major portion of the total tax benefit for HP. As a result, due to the offsetting effect of HP’s pretax book loss and HII’s pretax book income when the two are combined, the deferred tax benefit from HP along with the release of HII’s valuation allowance results in a total combined effective tax rate of (56.8%). On a standalone basis, the effective tax rate for the year ended December 31, 2016 for HII was (39.2%), while the effective tax rate for the year ended December 31, 2016 for HP was 12.5%. We evaluate quarterly the positive and negative evidence regarding the expected realization of net deferred tax assets. The carrying value of our net deferred tax assets is based on our assessment as to whether it is more likely than not that we will generate sufficient future taxable income to realize these deferred tax assets. We had recorded a valuation allowance against all of the deferred tax assets of HII as of December 31, 2015. We maintained a full valuation allowance on all of deferred tax assets of HII until December 31, 2016 when there was sufficient evidence to support the reversal of the eligible allowance. When we determined that we would be able to realize our remaining deferred income tax assets in the foreseeable future, a release of the related valuation allowance resulted in the recognition of $8.1 million of deferred tax assets at December 31, 2016. Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur. We considered 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 the valuation allowance was required. The timing of the release had been under more frequent review beginning with the first quarter of 2016 as the Company was emerging from a period of cumulative losses. However, in light of the pending HHS ruling, among other things, the Company did not have adequate positive evidence to support a release until the fourth quarter of 2016 when, among other things, the HHS rule became final. In addition, our assessments required us to schedule future taxable income in accordance with the applicable tax accounting guidance to assess the appropriateness of a valuation allowance which further required the exercise of significant management judgment. The release of the valuation allowance also resulted in the recognition of a $9.1 million tax receivable agreement obligation. See Note 15 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. As of December 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. For the year ended December 31, 2016 and 2015, respectively, there was no change to our total gross unrecognized tax benefit. 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 Company’s financial statements as there are no uncertain tax positions outstanding as of December 31, 2016 and 2015, respectively. The Company’s 2013 through 2016 tax years remain subject to examination by tax authorities. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Per share data: | |
Net Income Per Share | 12. Net Income per Share The computations of basic and diluted net income per share attributable to HII for the years ended December 31, 2016 and 2015 were as follows ($ in thousands, except share and per share data): Year Ended December 31, 2016 2015 Basic net income attributable to Health Insurance Innovations, Inc. $ 4,513 $ 601 Weighted average shares—basic 7,599,533 7,524,566 Effect of dilutive securities: Restricted shares 89,126 57,261 SARs 176,801 1,795 Stock options 43,775 18,167 Weighted average shares—diluted 7,909,235 7,601,789 Basic net income per share attributable to Health Insurance Innovations, Inc. $ 0.59 $ 0.08 Diluted net income per share attributable to Health Insurance Innovations, Inc. $ 0.57 $ 0.08 Potential common shares are included in the diluted net loss per share calculation when dilutive. Potential common shares consist of Class A common stock issuable through restricted stock grants, stock options, and SARs and are calculated using the treasury stock method. The following securities were not included in the calculation of diluted net income per share for the respective periods because such inclusion would be anti-dilutive (in thousands): Year Ended December 31, 2016 2015 Restricted shares 284 156 SARs 1,179 1,422 Stock options — 3 Additionally, potential common stock totaling 6,841,667 shares at December 31, 2016 and 2015 issuable under an exchange agreement were not included in diluted shares because such inclusion would be antidilutive. See Note 9 for further details on the exchange agreement. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. 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. 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 December 31, 2016 and 2015, respectively, approximate fair value because of the short-term duration of these instruments. We recognize transfers between levels within the fair value hierarchy on the date of the change in circumstances that requires such transfer. We classify all of our contingent acquisition consideration as Level 3. As of December 31, 2016, our liabilities measured at fair value were as follows ($ in thousands): Fair Value Measurement as of December 31, 2016 Carrying Value as of December 31, 2016 Level 1 Level 2 Level 3 Liabilities: Noncompete obligation $ 110 $ — $ 110 $ — $ 110 $ — $ 110 $ — As of December 31, 2015, our liabilities measured at fair value were as follows ($ in thousands): Fair Value Measurement as of December 31, 2015 Carrying Value as of 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 Payments and settlements, net (2,603 ) Realized gain included in income (1,265 ) Balance as of December 31, 2015 $ 532 Payments and settlements, net (532 ) Realized gain included in income — Balance as of December 31, 2016 $ — Realized and unrealized loss on the contingent acquisition consideration are included in fair value adjustment of contingent consideration on the accompanying consolidated statements of operations. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 14. 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 December 31, 2016 and December 31, 2015, we had one reportable operating and geographic segment. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Leases We lease office space to conduct our operations which expire between 2017 and 2019. The office space operating lease agreements contain rent holidays and rent escalation provisions. Rent holidays and rent escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. The difference between cash rent payments and straight-line rent expense was $34,000 and $56,000 as of December 31, 2016 and 2015, respectively. Total rent expense under all operating leases, which includes equipment, was $504,000 and $684,000 for the years ended December 31, 2016 and 2015, respectively, and is included in S, G & A expenses in the accompanying consolidated statements of operations. As of December 31, 2016, the future minimum lease payments under noncancellable operating leases were as follows ($ in thousands): 2017 $ 470 2018 294 2019 81 2020 — 2021 — Total minimum lease payments $ 845 BimSym Agreements On August 1, 2012, the Company 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 five 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 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 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 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 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 December 31, 2016, Series B Membership Interests, together with an equal number of shares of Class B common stock have been exchanged for a total of 1,825,000 shares of Class A common stock subsequent to the IPO. See Note 9 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 $10.0 million pursuant to the TRA as of December 31, 2016. We have determined that this amount is probable of being paid, because a portion of the deductions and other tax benefits noted above has been utilized based on our estimated taxable income for 2016 and future periods. This liability represents the share of tax benefits payable to the entities beneficially owned by Mr. Kosloske, if we generate sufficient taxable income in the future. Therefore we have also reversed the valuation allowance on our deferred tax assets related to the TRA. The exchange transactions created a tax benefit to be shared by the Company and the entities beneficially owned by Mr. Kosloske. As of December 31, 2016, we have made $672,000 of payments under the TRA. See Note 11 for further information on the income tax implications of the tax receivable agreement. As of December 31, 2016, management decided to reverse the valuation allowance relating to the TRA agreement. This decision was based on 2015 and 2016 earnings, and the outlook of future earnings. The deferred tax asset relating to this agreement is expected to be fully realized in the future. 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, net 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. 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 provided 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 secured 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. As of December 31, 2015, the outstanding balance was $1.0 million. Under the May 2015 Note, HBO was 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 would be applied based on qualifying sales during each calendar quarter of 2016. Any such production credits earned during calendar year 2016 would 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 would be payable by us to HBO. As of December 31 2016, there was no remaining balance under the May 2015 Note. Legal Proceedings The Company is subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business. The Company accrues losses associated with legal claims when such losses are probable and reasonably estimable. If the Company determines that a loss is probable and cannot estimate a specific amount for that loss, but can estimate a range of loss, the best estimate within the range is accrued. If no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. Estimates are adjusted as additional information becomes available or circumstances change. Legal defense costs associated with loss contingencies are expensed in the period incurred. State Regulatory Examinations Indiana Multistate Market Conduct Examination The Company received notification in April 2016 from the Indiana Department of Insurance that a multistate examination had been commenced providing for the review of HCC Life Insurance Company’s (“HCC”) short-term medical plans, Affordable Care Act compliance, marketing, and rate and form filing for all products. In May 2016, the Company received notice that the Market Actions Working Group of the National Association of Insurance Commissioners determined that the examination would become a multistate examination. As the Company was a distributor of HCC products at that time, the notification indicated that the multistate examination will include a review of the activities of the Company and a review of whether the Company’s practices are in compliance with Indiana insurance law and the similar laws of other states participating in the examination. The Indiana Department of Insurance is serving as the managing participant of the multistate examination, and the examination includes, among other things, a review of whether HCC (and the Company) has engaged in any unfair or deceptive acts or insurance business practices. At present, forty-two states have joined the multistate examination. On June 1, 2016, we responded to an initial document production request in this matter. In addition to the multistate examination led by Indiana, we are aware that several other states, including Florida, Ohio, and South Dakota are reviewing the sales practices and potential unlicensed sale of insurance by third-party distributor call centers utilized by the Company. The Company is not aware of any examination into the sales practices of the Company-owned call center, although the Company cannot be certain that no such investigation is occurring or will occur, and the Company is aware of and managing additional claims and inquiries that it does not believe are material at this time. Except as otherwise described below, it is too early to determine whether any of these regulatory examinations will have a material impact on the Company. The Company is proactively communicating and cooperating with all applicable regulatory agencies, and has provided a detailed action plan to regulators that summarizes the Company’s newly developed and enhanced compliance and control mechanisms. Montana Regulatory Action The Company also received notification from the Office of the Montana State Auditor, Commissioner of Securities and Insurance (“CSI”) that an administrative action has been initiated against it. The Company was among more than two dozen separate parties named by the CSI in a Notice of Proposed Agency Action on May 12, 2016, that alleges potential violations of the Montana Insurance Code. The Notice, directed to the Company as well as a large pool of third-party respondents ranging from very large companies to individual insurance agents, indicated that the CSI was concerned with the possibility of unfair trade practices, potentially unlicensed insurance practices, or agents that were not properly appointed to the insurance carriers for whom products were being offered. Seventeen of the named parties, including the Company, requested a hearing before the CSI to contest the state’s allegations and, in addition to reviewing its own data, the Company has requested certain materials, data, and information from the CSI in order to do so. Pending the resolution of the matter, the CSI summarily suspended our license to conduct business in Montana. The state formally granted the Company’s request to be heard on the issues, and a neutral Hearing Officer, experienced in the insurance industry, has been appointed to hear the matter. The Company has been cooperative with the CSI, and both parties have begun the routine exchange of information attendant to the hearing process so that the Company and the CSI can properly measure and gauge the potential of the allegations. Additional requests for information are ongoing as the Company works to understand the CSI’s concerns. While it is too early to assess whether the CSI’s notice and the investigation of these organizations and individuals will have a material impact on us, based on the nature of the allegations and evidence provided by the CSI during the third and fourth quarters of 2016 and settlement discussions with the CSI in early 2017, we believe that a loss arising from the future assessment of a civil penalty against us in the range of $100,000 to $315,000 is probable but may vary based on the early stages of this matter. The Company and the CSI are in the process of attempting to reach a negotiated resolution and the Company will accrue funds for any settlement offers that it makes to the state. Both the Company and the CSI have expressed a willingness to explore amicable resolution options. To that end, the Company continues to regularly communicate, exchange information, and work closely with the CSI in furtherance of bringing the matter towards a mutually satisfactory resolution. Massachusetts Regulatory Action The Company also received notification of a civil investigative demand from the Massachusetts Attorney General’s Office (“MAG”) on June 16, 2016. As part of the MAG’s regulatory oversight of the Massachusetts health care system and its corresponding authority to request documents from market participants, the MAG has requested certain information and documents from the Company. The information requested will be used to review the Company’s sales and marketing practices, and ensure the Company is in compliance with Massachusetts laws and regulations. Additionally, the Company’s materials and sales and marketing practices will be evaluated in order to ensure that they are neither deceptive nor do they constitute unfair trade practices. The Company has provided all requested documents and materials and continues to cooperate with the MAG in order to bring the matter to an agreeable conclusion. Based on the nature of the allegations raised by the MAG and based on discussions with them, the Company believes a loss arising from the future assessment of a civil penalty is possible however, the Company has not received any formal settlement offer from the state. The Company has begun preliminary discussions with the MAG concerning resolution options to avoid the need and cost of a continuing inquiry, and the MAG has indicated it is willing to discuss such options; however, there is no guarantee that the parties will reach a mutually agreeable resolution. Any formal settlement proposal would need to be approved by the management of the MAG before it is presented to the Company and as such, the MAG will likely want to engage in additional discovery prior to doing so, and it is too early in the process to estimate a potential range of loss. The Company will accrue funds for any settlement offers it makes to the state. Texas Regulatory Action In September 2016, the Texas Department of Insurance (“TDI”) notified the Company that it has instituted an enforcement action to investigate alleged violations of advertising rules and third-party administrator license requirements in connection with the sale of the Company’s products. In connection with the investigation, the TDI requested certain information, records, and explanations and the Company delivered a response and the requested information and records in November 2016. Following such date, the TDI has not taken any action, and the TDI has only communicated that it is continuing to review the matter. The Company’s position is that there have been no violations of the advertising or third-party administrator statutes in Texas, although there is no assurance that the TDI will agree with position. We are proactively communicating and cooperating with all regulatory agencies involved in the above-described examinations and actions and we have recently developed and enhanced our compliance and control mechanisms. However, it is too early to determine whether any of these regulatory matters will have a material impact on our business. Any adverse finding could result in significant penalties or other liabilities and/or a requirement to modify our marketing or business practices and the practices of our third-party distributors, which could harm our business, results of operations or financial condition. Moreover, an adverse regulatory action in one jurisdiction could result in penalties and adversely affect our license status or reputation in other jurisdictions due to the requirement that adverse regulatory actions in one jurisdiction be reported to other jurisdictions. Miscellaneous The Company has also received a number of private-party claims relating to alleged violations by its distributors of the federal Telephone Consumer Protection Act, alleging that their marketing activities were potentially unlawful. The Company is presently reviewing these matters and reviewing distributor compliance, and enhancing existing compliance. While these types of claims have previously settled or resolved without any material effect on the business, there is a possibility in the future that one or more could have a material effect. The Company requires that its distributors reimburse or indemnify it for any such settlements. The Company has previously received inquiries but no claims, litigation, or findings of violation relating to alleged data loss and/or privacy breaches relating to affiliated companies. Each allegation is investigated upon receipt and handled promptly to resolution. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 16. Employee Benefit Plan We sponsor a benefit plan to provide retirement benefits for our employees, known as the Health Plan Int Holdings LLC 401(k) Profit Sharing Plan & Trust (the “Plan”). Participants may make voluntary contributions to the Plan from their annual base pre-tax compensation, cash bonuses, and commissions in an amount not to exceed the federally determined maximum allowable contribution amounts. For the years ended December 31, 2016, and 2015, the base maximum allowable contribution amount was $18,000, respectively. The Plan also permits for discretionary Company contributions. During the year ended December 31, 2016 the Company began offering discretionary contributions to participants for which the Company accrued $56,000. We made no discretionary contributions during the year ended December 31, 2015. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. 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 years ended December 31, 2016, and 2015, HPIH paid cash distributions of $2.0 million and $872,000, respectively, to these entities related to estimated federal and state income taxes, pursuant to the operating agreement entered into by HPIH and HPI. At December 31, 2016, the Company has accrued $2.8 million in distributions owed but not yet paid under the operating agreement. The distribution made during the year ended December 31, 2016 included no amount that was accrued as of December 31, 2015. The distribution made during the year ended December 31, 2015 included $229,000 that was accrued as of December 31, 2014. Distributions by HPIH to its members Pursuant to the operating agreement of HPIH, we determine when distributions will be made to the members of HPIH and the amount of any such distributions, except that HPIH is required by the operating agreement to make certain pro rata distributions to each member of HPIH quarterly on the basis of the assumed tax liabilities of the members. Members of HPIH, including HII, incur U.S. federal and state income taxes on their allocable share of any net taxable income of HPIH. Net profits and net losses of HPIH are generally allocated to its members pro rata in accordance with the percentage interest of the units they hold. In accordance with the operating agreement of HPIH, we cause HPIH to make cash distributions to its members for purposes of funding their tax obligations in respect of the income of HPIH that is allocated to them. Generally, these tax distributions are computed based on our estimate of the net taxable income of HPIH allocable to the member multiplied by an assumed tax rate equal to the highest marginal effective federal, state and local income tax rate applicable for an individual or corporation taking into account any allowable deductions. Additional amounts may be distributed to us if needed to meet our tax obligations and our obligations pursuant to the TRA. As of December 31, 2016, $2.8 million of distributions to its members was declared but unpaid and reported in due to member on the consolidated balance sheet. Tax Receivable Agreement As discussed in Note 15, on February 13, 2013, we entered into a tax receivable agreement with the holders of HPIH Series B Membership Interests, which are beneficially owned by Mr. Kosloske. As of December 31, 2016, we are obligated to pay $10.0 million pursuant to the TRA, of which $521,000 is included in current liabilities and $9.5 million is included in long-term liabilities on the accompanying consolidated balance sheets. As of December 31, 2016, we have made payments under the TRA of $672,000. 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 consolidated balance sheets. 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. See Note 3 for more information on this joint venture. HBO was a related party by virtue of its 50% ownership of membership interests in SIL. In March 2015, HPIH sold its interest in SIL to HBO, and HBO ceased being a related party. While HBO was considered a related party, during the three months ended March 31, 2015, we made net advanced commission payments of $907,000 and recognized $3.0 million of commission expense related to HBO. As of December 31, 2015, the advanced commissions balance related to HBO included in the accompanying consolidated balance sheets was $15.4 million. |
Concentrations of Credit Risk a
Concentrations of Credit Risk and Significant Customers | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk and Significant Customers | 18. Concentrations of Credit Risk and Significant Customers Accounts receivable, net were $882,000 and $853,000 as of December 31, 2016 and 2015, respectively as is included as a component of accounts receivable, net, prepaid expenses, and other current assets in the accompanying consolidated balance sheets. As of December 31, 2016 we had two customers who made up approximately 43% of the net accounts receivable balance. As of December 31, 2015 we had four customers who made up approximately 54% of the accounts receivable, net balance. Advanced commissions were $37.0 million and $24.5 million as of December 31, 2016, and 2015, respectively. For the year ended December 31, 2016, two distributors accounted for 65% and 16%, respectively, of our advanced commissions balance compared to 67% and 10%, respectively, for the year ended December 31, 2015. Revenues consist of commissions earned for health insurance policies and discount benefit plans issued to members, enrollment fees paid by members, referral fees, and monthly administration fees paid by members as a direct result of enrollment services provided by us. None of our members individually accounted for 10% or more of the Company’s revenue for the years ended December 31, 2016 or 2015. For the year ended December 31, 2016, three carriers accounted for 60% of our premium equivalents and for the year ended December 31, 2015, two carriers accounted for 70% of our premium equivalents. For the year, HCC Life Insurance Company accounted for 22% of our premium equivalents, Unified Life Insurance Company accounted for 20%, and Companion Life Insurance Company accounted for 18%. The Company anticipates that its premium equivalents in 2017 will continue to be concentrated among a small number of carriers, although as a part of the Company’s strategy of improving and increasing its product mix by seeking to add innovative new products, the Company anticipates that its carrier concentration may decrease. The Company maintains its cash and cash equivalents at various financial institutions where we are insured by the Federal Deposit Insurance Corporation up to $250,000. The balances of these accounts from time to time exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On February 1, 2017, the Company came to mutual agreement with HCC Life Insurance Company, one of the Company’s largest carriers, to terminate the terms of our carrier contract. The Company no longer sells HCC products through any of our distribution channels. The Company has strong carrier relations and the shift away from HCC is congruent with our strategy of driving continuous product innovation by diversifying our product portfolio and developing relationships with new carriers to improve and increase our product mix. We do not expect this contract termination to have a material impact on our Company revenues although we can make no assurances that the replacement of HCC with new carriers will fully offset any revenue losses, if any, associated with the termination. For more information on our strategy, see Part I, Item 1 of this Annual Report on Form 10-K. On February 9, 2017, the Company’s former Chief Executive Officer, Patrick R. McNamee exercised 1.0 million SARs at the then NASDAQ Global Market close price of $19.75 resulting in the issuance of 753,197 shares of the Company’s Class A common stock. The transaction accounts for a 9.2% increase in total issued Class A common stock from the December 31, 2016 reported balance. As of March 1, 2017 the Company had 8,914,717 shares issued and 8,795,173 shares outstanding. |
Organization, Basis of Presen27
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Health Insurance Innovations, Inc., its wholly owned subsidiaries, one of which is a Variable Interest Entity (“VIE”), of which the Company is the primary beneficiary. See Note 3 for further information on the VIE. 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. 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 we record $1 billion in total annual gross revenue before that time or 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 cloud-based administrator of affordable 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 months, eleven months, or 364 days of health insurance coverage with a wide range of deductible and copay levels however, beginning April 1, 2017, new limits set STM duration to periods of less than three months but allows for re-applications with the same or different health insurance carrier. STM plans generally offer qualifying individuals insurance benefits for fixed short-term durations. STM plans feature a streamlined underwriting process offering immediate coverage options. Generally, our IFP premiums are substantially more affordable than the premiums of individual major medical (“IMM”) plans which offer lifetime renewable coverage. Included in IFP are hospital indemnity plans which are guaranteed-issue and underwritten plans that pay fixed cash benefits for covered procedures and services for individuals under the age of 65. These highly customizable products are on an open provider network without copayments or deductibles and do not have defined policy term lengths. 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 discount benefit providers and market them to individuals through our internal and external distribution network. We manage customer 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. Our scalable, proprietary, and web-based technology platform provides customers, whom we refer to as members, immediate access to the products we sell through our internal and third-party distribution channels. The health insurance products we develop are underwritten by insurance carriers, and we assume no underwriting, insurance or reimbursement risk. Members can tailor product selections to meet their personal insurance and budget needs, buy policies and print policy documents and identification cards in real-time. Our technology platform uses abbreviated online applications, some with health questionnaires, to provide an immediate accept or reject decision for products that we offer. Once an application is accepted, individuals can use our automated payment system to complete the enrollment process and obtain instant electronic access to their policy fulfillment documents, including the insurance policy, benefits schedule and identification cards. We receive credit card and Automated Clearing House (“ACH”) payments directly from members at the time of sale. Our technology platform provides scalability as we add members and on a per-policy-basis, reduces the costs associated with marketing, selling, underwriting and administering policies. Our sales of IFP and supplemental products focus on the large and under-penetrated segment of the U.S. population who are uninsured or underinsured. These respective classes include individuals not covered by employer-sponsored insurance plans, such as the self-employed, small business owners and their employees, individuals who are unable to afford the rising cost of IMM premiums, underserved “gap populations” that require insurance due to changes caused by life events: new graduates, divorcees, early retirees, military discharges, the unemployed, part-time and seasonal employees and customers seeking health insurance between the open enrollment periods created under the Patient Protection and Affordable Care Act (“PPACA”). As the managing general underwriter of our IFP 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), our enrollment fees 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 agreements. 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 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 website that allows consumers to research health insurance trends, comparison shop, and purchase IFP under the AgileHealthInsurance® brand. AgileHealthInsurance.com is one of the few internet sites dedicated to helping consumers understand the benefits of Term Health Insurance. We use the term “Term Health Insurance” to refer to health insurance products of less than one year in duration, such as STM. These new plans are the culmination of extensive research on health insurance needs in the PPACA era, and we believe consumers will easily be able to find affordable prices for these plans on AgileHealthInsurance.com. AgileHealthInsurance.com utilizes plan comparison and online enrollment tool, to accompany these new plans. The underlying technology was developed by engineers with decades of experience working on top-tier e-Commerce websites known for their ease-of-use. 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 9 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 December 31, 2016, Mr. Kosloske, our Chief of Product Innovation, beneficially owns 46.0% 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 December 31, 2016, and 2015, (i) the Series A Membership Interests held by HII represent 54.0% and 53.1%, respectively, of the outstanding membership interests, 54.0% 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 46.0% and 46.9%, respectively, of the outstanding membership interests, 46.0% and 46.9%, respectively, of the economic interests and no voting interest in HPIH. |
Use of Estimates | Use of Estimates The preparation of the consolidated 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 consolidated financial statements. These estimates also affect the reported amounts of revenue and expenses during the reporting periods. Actual results could differ materially from those estimates. |
Revenue Recognition | Revenue Recognition Our revenues primarily consist of commissions and fees earned for IFP and supplemental products issued to members, enrollment fees paid by members, referral fees, fees for discount benefit plans, and administration fees paid by members as a direct result of our enrollment services, brokerage services or referral sales. Revenues reported by the Company are net of risk premiums remitted to insurance carriers and fees paid for discount benefit plans. Revenues are net of an allowance for policies expected to be cancelled by members during a limited cancellation period. We establish an allowance for estimated policy cancellations through a charge to revenues. The allowance is estimated using historical data to project future experience. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported. We periodically review the adequacy of the allowance and record adjustments as necessary. The net allowance for estimated policy cancellations as of December 31, 2016 and 2015 was $641,000 and $352,000, respectively. Commission rates for our products are agreed to in advance with the relevant insurance carrier and vary by carrier and policy type. Under our carrier compensation agreements, the commission rate schedule that is in effect on the policy effective date governs the commissions over the life of the policy. Commission revenues are earned based on commission rates contracted with insurance carriers or supplemental insurance product vendors, net of an estimate for forfeited amounts payable for future policy cancellations. In addition, we earn enrollment and administration fees on policies issued. All amounts due to insurance carriers and discount benefit vendors are reported and paid to them according to the procedures provided for in the contractual agreements between the individual carrier or vendor and us. Risk premiums are typically reported and remitted to insurance carriers on the 15th of the month following the end of the month in which they are collected. In concluding that revenues should be reported on a net basis, we considered Financial Accounting Standards Board (“FASB”) requirements and whether we have the responsibility to provide the goods or services to the customer or if we rely on a supplier to provide the goods or services to the customer. We are not the ultimate party responsible for providing the insurance coverage or discount benefits to the member and, therefore, we are not the primary obligor in the arrangement. The supplier, or insurance carrier, bears the risk for that insurance coverage. We therefore report our revenues net of amounts paid to the contracted insurance carrier companies and discount benefit vendors. |
Third Party Commissions and Advanced Commissions | Third-Party Commissions and Advanced Commissions We utilize a broad network of licensed third-party distributors, in addition to our internal distributors to sell the plans that we develop. We pay commissions to these distributors based on a percentage of the policy premium that varies by type of policy. We also pay fees to the distributors for discount benefit plans issued. Advanced commissions outstanding as of December 31, 2016 and 2015 totaled $37.0 million and $24.5 million, respectively. Advanced commissions consist of amounts advanced to certain third-party distributors. We perform ongoing credit evaluations of our distributors, all of which are located in the United States. We recover the advanced commissions by withholding future commissions earned on premiums collected over the period in which policies renew. While we have not experienced any significant write offs from commission advances, we have recognized a provision for bad debt expense of $454,000 and $327,000 for the years ended December 31, 2016 and 2015, respectively. In addition, from time to time, certain of these advanced commissions arrangements include a loan agreement for the purposes of securing the advanced payments we make. Generally, these loans will be repaid by withholding payments on future commissions earned by the distributor, as described in the respective agreements. A fee for the advance commission of up to 2% of the insurance premium sold is charged to the distributors and recognized as a reduction of the related commissions expense over the period of advance. The reductions of commission expense related to this practice for the years ended December 31, 2016 and 2015 were $2.6 million and $614,000, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents We account for cash on hand and demand deposits with banks and other financial institutions as cash. Short-term, highly liquid investments with original maturities of three months or less, when purchased, are considered cash equivalents. Investments in cash equivalents include, but are not limited to, demand deposit accounts, money market accounts and certificates of deposit with original maturities of three months or less. |
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 risk 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 consolidated balance sheets with the related liabilities reported in accounts payable and accrued expenses. The Company previously referred to such restricted cash as cash held on behalf of others at December 31, 2015. Restricted cash at December 31, 2016 and 2015 was $11.9 million and $7.9 million, respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts due to us for premiums collected by a third-party and are generally considered delinquent 15 days after the due date. The underlying insurance contracts are cancelled retroactively if the payment remains delinquent. We have not experienced any material credit losses from accounts receivable and have not recognized a significant provision for uncollectible accounts receivable. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation, in the accompanying consolidated balance sheets. Depreciation expense for property and equipment is computed using the straight-line method over the following estimated useful lives: Website development and internal-use software (1) 3 – 5 years Computer equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of the lease term or estimated useful life (1) Included in property and equipment, net are certain website development and internally developed software costs. These costs incurred in the development of websites and internal-use software are either expensed as incurred or capitalized depending on the nature of the cost and the stage of development of the project under which a website or internal-use software are developed. The capitalization policies for website development and internal-use software vary as described below. Website development Generally, the costs incurred during the planning stage are expensed as incurred; costs incurred for activities during the website application and infrastructure development stage are capitalized; costs incurred during the graphics development stage are capitalized if such costs are for the creation of initial graphics for the website; subsequent updates to the initial graphics are expensed as incurred, unless they provide additional functionality; costs incurred during the content development stage are expensed as incurred unless they are for the integration of a database with the website, which are capitalized; and the costs incurred during the operating stage are expensed as incurred. Upon reaching the operating phase of the website application and infrastructure phase, the capitalized costs are amortized over the estimated useful life of the asset, which we generally expect to be five years. During the year ended December 31, 2015, we capitalized $895,000 of costs incurred, consisting primarily of direct labor, in the development of a website for which the software underlying the website will not be marketed externally. The operating phase of the development of this website commenced on July 1, 2015. No additional costs have since been capitalized. As of December 31, 2016 and 2015, $179,000 and $90,000, respectively, of amortization has been recorded related to the capitalized website development costs. Internal-use software Generally, the costs incurred during the preliminary project stage are expensed as incurred; costs incurred for activities during the application development stage are capitalized; and costs incurred during the post-implementation/operation stage are expensed as incurred. Upon reaching the post-implementation/operation stage of the development of internal-use software, the capitalized costs are amortized over the estimated useful life of the asset, which we generally expect to be three years. As of December 31, 2016 and 2015, we capitalized $3.1 million and $889,000, respectively, of costs incurred, consisting primarily of direct labor, in the application development stage of the internal-use software. Substantially all of the costs incurred during the period were part of the application development phase. As of December 31, 2016 and 2015, $774,000 and $45,000, respectively, of amortization has been recorded for projects in the post-implementation/operation phase of development. The Company’s management periodically reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. No impairment losses were recognized for the periods presented. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill As a result of our various acquisitions, we have recorded goodwill which represents the excess of the consideration paid over the fair value of the identifiable net assets acquired in a transaction accounted for as a business combination. An impairment test is performed by us at least annually as of October 1st of each year, or whenever events or circumstances indicate a potential for impairment. Under FASB guidance, we have the option of performing a qualitative assessment to determine whether based on the facts and circumstances it is more likely than not that the fair value of the reporting unit exceeds the carrying value of its net assets. A qualitative assessment requires judgments involving relevant factors, including but not limited to, changes in the general economic environment, industry and regulatory considerations, current economic performance compared to historical economic performance and other relevant company-specific events such as changes in management, key personnel or business strategy, where applicable. If we elect to bypass the qualitative assessment, or if we determine, based upon our assessment of those qualitative factors that it is more likely than not that the fair value of the unit is less than its carrying value, a quantitative assessment for impairment is required. The quantitative assessment for evaluating the potential impairment of goodwill involves a two-step assessment process which requires significant estimates and judgments by us to be used during the analysis. In step one we determine if there is an indication of goodwill impairment by determining the fair value of the reporting unit’s net assets and comparing that value to the reporting unit’s carrying value including the goodwill. If the carrying value of the net assets exceed the fair value, then the second step of the impairment assessment is required. The step two assessment determines if an impairment exists, and if so, the magnitude of the impairment by comparing the estimated fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The excess of the carrying value over the estimated fair value of the goodwill determines the amount of impairment which would then be recorded as a loss on our statement of operations in the year the impairment occurred. See Note 14 for further information on our change in reporting units that occurred in the first quarter of 2015. While performing an impairment assessment we use a combination of valuation approaches including the market approach and the income approach. The market approach uses a guideline company methodology, which is based upon a comparison of the reporting unit to similar publicly-traded companies within our industry. We derive a market value of invested capital or business enterprise value for each comparable company by multiplying the price per share of common stock of the publicly traded companies by their total common shares outstanding and adding each company’s current level of debt. We calculate a business enterprise multiple based on revenue and earnings from each company, then apply those multiples to our revenue and earnings to calculate a business enterprise value. Assumptions regarding the selection of comparable companies are made based on, among other factors, capital structure, operating environment and industry. As the comparable companies were typically larger and more diversified than our business, multiples were adjusted prior to application to our revenues and earnings to reflect differences in margins, long-term growth prospects and market capitalization. The income approach uses a discounted debt-free cash flow analysis to measure fair value by estimating the present value of future economic benefits. To perform the discounted debt-free cash flow analysis, we develop a pro forma analysis of the reporting unit to estimate future available debt-free cash flow and discounting estimated debt-free cash flow by an estimated industry weighted average cost of capital based on the same comparable companies used in the market approach. Per FASB guidance, the weighted average cost of capital is based on inputs (e.g., capital structure, risk, etc.) from a market participant’s perspective and not necessarily from the reporting unit’s perspective. Future cash flow is projected based on assumptions for our economic growth, industry expansion, future operations and the discount rate, all of which require significant judgments by management. We establish our assumptions and arrive at the estimates used in these calculations based upon our historical experience, knowledge of our industry and by incorporating third-party data, which we believe results in a reasonably accurate approximation of fair value. Nevertheless, changes in the assumptions used could have an impact on our assessment of recoverability. We believe our projected sales are reasonable based on, among other things, available information regarding our industry. We also believe the discount rate is appropriate. The weighted average discount rate is impacted by current financial market trends and will remain dependent on such trends in the future. After computing a separate business enterprise value under the above approaches, we apply a weighting to them to derive the business enterprise value of the reporting unit. The weightings are evaluated each time a goodwill impairment assessment is performed and give consideration to the relative reliability of each approach at that time. The estimated fair value is then compared to the reporting unit’s carrying value. During the second quarter of 2016, the Department of Health and Human Services issued a proposal to limit the duration of STM to a period of no longer than three months compared to the current period of up to one year. The proposed rule led to a decline in stock price which was deemed to be a triggering event for a goodwill impairment analysis and accordingly the Company performed step one of the two step impairment test under GAAP. Upon completion of the step one analysis as of June 30, 2016, we determined that the fair value of the reporting unit exceeded its carrying value. As such, a step two analysis was not required. The Company also performed its annual impairment as of October 1, 2016 and upon completion of the analysis in step one we determined that the fair value of the reporting unit exceeded its carrying value. As such, a step two analysis was not required. Our goodwill balance arose from our previous acquisitions. See Note 2 for further information on the acquisitions. See Note 5 for further discussion of our goodwill. Other Intangible Assets Our other intangible assets arose primarily from acquisitions. Finite-lived intangible assets are amortized over their useful lives from two to fifteen years. See Note 5 for further discussion of our intangible assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of the asset or asset group is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If the carrying amount of an asset or asset group is not recoverable, we recognize an impairment loss based on the excess of the carrying amount of the long-lived asset or asset group over its respective fair value which is generally determined as the present value of estimated future cash flows or as the appraised value. No impairments on intangible assets were recorded during the year ended December 31, 2016. Related to our restructuring, the Company recognized an impairment of certain intangible assets in the amount of $878,000 for the year ended December 31, 2015. See Notes 5 and 8 for further discussion on the impairment and restructuring activities. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing expenses for the years ended December 31, 2016 and 2015 were $11.1 million and $9.8 million respectively and are classified as selling, general and administrative expense (“S, G & A”). |
Accounting for Stock-based Compensation | Accounting for Stock-based Compensation 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 service conditions, performance conditions, or market conditions. For grants of SARs and stock options, we apply the Black-Scholes option-pricing model, a Monte Carlo Simulation, 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. Since December 2015, volatility is calculated using the Company’s trading history. The expected term of awards granted is based on the Company’s best estimate and the use of the simplified method for “plain vanilla” awards under GAAP, where applicable. The resulting compensation expense is recognized over the requisite service period. The requisite service period is the period during which an employee is required to provide service in exchange for an award, which often is the vesting period. Compensation expense is recognized only for those awards expected to vest. All stock-based compensation expense is classified within S, G & A expense in the consolidated statements of operations. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions we use to determine stock-based compensation expense. See Note 10 for further discussion of stock-based compensation. |
Accounting for Income Taxes | Accounting for Income Taxes HPIH is taxed as a partnership for federal 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 company’s respective net taxable income. We are subject to U.S. corporate federal, state and local income taxes that are attributable to HII as reflected in our consolidated financial statements. We use the liability method of accounting for income taxes. Significant management judgment is required in determining the provision for income taxes and, in particular, any valuation allowance that is recorded or released against our deferred tax assets. We evaluate quarterly the positive and negative evidence regarding the realization of net deferred tax assets. The carrying value of our net deferred tax assets is based on our belief that it is more likely than not that we will generate sufficient future taxable income to realize these deferred tax assets. 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. The Company accounts for interest and penalties associated with uncertain tax positions as a component of tax expense, and none were included in the Company’s financial statements as there are not uncertain tax positions outstanding as of December 31, 2016 and 2015, respectively. See Note 11 for further discussion of income taxes. |
Basic and Diluted Earnings per Share | Basic and Diluted Earnings per Share Basic earnings per share is determined by dividing the net earnings attributable to Class A common stockholders by the weighted average number of Class A common shares and participating securities outstanding during the period. Participating securities are included in the basic earnings per share calculation when dilutive. Diluted earnings per share is determined by dividing the net income attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding during the period. Potential common shares are included in the diluted earnings per share calculation when dilutive. Potential common shares consisting of common stock issuable upon exercise of outstanding SARs and options are computed using the treasury stock method. See Note 12 for further discussion of earnings per share. The Company has two classes of common stock: Class A common stock and Class B common stock. Holders of each of Class A common stock and Class B common stock are entitled to one vote per share on all matters to be voted upon by the shareholders, and holders of each class will vote together as a single class on matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. For more information on our classes of stock, see Note 9. |
Fair Value Measurements | 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. See Note 13 for a description of our valuation methods.s |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In the following summary of recent accounting pronouncements, all references to effective dates of FASB guidance relate to nonpublic entities. As noted above, we have elected to delay the adoption of new and revised accounting standards until those standards would otherwise apply to nonpublic companies under provisions of the JOBS Act. Recently adopted accounting pronouncements 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. For public business entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, this update is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted and companies may elect retrospective or prospective application. This 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. Adoption of this update did not materially impact the Company’s consolidated financial statements. Recently issued accounting pronouncements In January 2017, the FASB issued a new accounting standard update on simplifying the accounting for goodwill impairment. The new guidance eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. This guidance will be effective for interim or annual goodwill impairment tests in fiscal years beginning after December 15, 2019 and will be applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017. We are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures. In November 2016, the FASB issued an update which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. We are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures. In August 2016, the FASB issued an update to the presentation of certain cash receipts and cash payments as presented and classified in the statement of cash flows. The update provides amendments to the codification for eight specific cash flow issues such as the classification of debt prepayment or debt extinguishment costs to the classification of the proceeds from the settlement of insurance claims. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. We will adopt this guidance in reporting periods beginning after December 15, 2018. We are currently evaluating the impact of this guidance on our consolidated financial statements. 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. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period. We will adopt this guidance in reporting periods beginning after December 15, 2017. We are currently evaluating the impact of this guidance on our 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. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We will adopt this guidance in reporting periods beginning after December 15, 2018. While a full analysis has not been completed at this time, the Company does not believe that the impact of adopting this pronouncement will be material to our consolidated financial statements. See Note 15 for further information on our leases. 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. For a public entity, the amendments in this update and the related deferral guidance are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. For all other entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2018. Early adoption is not permitted. We will adopt this guidance in reporting periods beginning after December 15, 2018. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method nor have we determined the impact of the new standard on our consolidated financial statements. We have not determined the effect of the update on our internal control over financial reporting or other changes in business practices and processes but will do so in the design and implementation phase which is to occur throughout the next year. |
Organization, Basis of Presen28
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Estimated Useful Lives | Depreciation expense for property and equipment is computed using the straight-line method over the following estimated useful lives: Website development and internal-use software (1) 3 – 5 years Computer equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of the lease term or estimated useful life (1) Included in property and equipment, net are certain website development and internally developed software costs. These costs incurred in the development of websites and internal-use software are either expensed as incurred or capitalized depending on the nature of the cost and the stage of development of the project under which a website or internal-use software are developed. The capitalization policies for website development and internal-use software vary as described below. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property and equipment, net, are comprised of the following ($ in thousands): December 31, 2016 2015 Computer equipment $ 373 $ 341 Furniture and fixtures 192 232 Leasehold improvements 246 260 Website development and internal-use software 4,836 1,784 Total property and equipment $ 5,647 $ 2,617 Less accumulated depreciation 1,625 613 Total property and equipment, net $ 4,022 $ 2,004 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Major Classes of Intangible Assets | Major classes of intangible assets, net as of December 31, 2016 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.1 $ 1,377 $ (311 ) $ 1,066 Carrier network 5.0 40 (40 ) — Distributor relationships 6.8 4,059 (2,831 ) 1,228 Noncompete agreements 4.7 987 (881 ) 106 Customer relationships 5.8 1,484 (1,125 ) 359 Capitalized software 6.7 8,571 (3,423 ) 5,148 Total intangible assets $ 16,518 $ (8,611 ) $ 7,907 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 for intangibles assets in each of the next five years and thereafter are as follows ($ in thousands): 2017 $ 1,966 2018 1,725 2019 1,338 2020 1,338 2021 685 Thereafter 855 Total $ 7,907 |
Accounts Payable and Accrued 31
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of December 31, 2016 and 2015 consisted of the following ($ in thousands): December 31, 2016 2015 Carriers and vendors payable $ 11,385 $ 7,364 Commissions payable 5,710 3,830 Accrued wages 4,206 1,140 Accrued refunds 3,238 2,049 Accounts payable 928 670 Accrued professional fees 910 175 Accrued credit card/ACH fees 430 293 Accrued interest — 3 Accrued restructuring 3 1,304 Other accrued expenses 2,870 1,019 Total accounts payable and accrued expenses $ 29,680 $ 17,847 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Stock Option Activity | The stock option activity for the years ended December 31, 2016 and 2015 is as follows (all amounts in thousands, except per share data): Stock options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (a) Outstanding at January 1, 2015 84 $ 12.13 8.3 $ 478 Granted — — — — Exercised (b)(c) — — — — Forfeited or expired (5 ) 12.13 — — Outstanding at December 31, 2015 79 $ 1.07 7.3 442 Granted — — — — Exercised (b)(c) (39 ) 1.06 — 330 Forfeited or expired — — — — Outstanding at December 31, 2016 40 $ 1.08 6.5 $ 668 Exercisable at December 31, 2016 31 $ 1.07 6.4 $ 521 (a) The intrinsic value of a stock option is the amount by which the market value of the underlying stock as of December 31, 2016, and 2015, exceeds the exercise price of the option multiplied by the number of shares represented by such stock option. (b) Shares issued upon the exercise of stock options are treated as newly issued shares. There were 35,606 shares issued during 2016 related to exercises of stock options. There were no shares issued during 2015 related to exercises of stock options. (c) There was no tax benefit recognized in 2016 or 2015 related to stock-based compensation for stock options. |
Summary of Weighted Average Assumptions | The Black-Scholes option-pricing model was used with the following weighted average assumptions for the years ended December 31, 2016 and 2015: Year Ended December 31, 2016 2015 Risk-free rate 1.4 % 1.5 % Expected life 4.9 years 4.6 years Expected volatility 58.7 % 44.3 % Expected dividend none none |
Summary of Stock-based Compensation Expenses | The following table summarizes stock-based compensation expense for the years ended December 31, 2016 and 2015 ($ in thousands): Year Ended December 31, 2016 2015 Restricted shares $ 517 $ 495 SARs 3,174 553 Stock options 101 316 $ 3,792 $ 1,364 |
Summary of Unrecognized Stock-based Compensation | The following table summarizes unrecognized stock-based compensation and the remaining period over which such stock-based compensation is expected to be recognized as of December 31, 2016 and 2015 ($ in thousands): 2016 Unrecognized Expense Weighted Average Remaining years Restricted shares $ 2,086 2.1 SARs 1,492 2.0 Stock options 13 0.6 $ 3,591 2015 Restricted shares $ 673 1.8 SARs 1,531 1.8 Stock options 99 1.0 $ 2,303 |
Stock Appreciation Rights (SARs) [Member] | |
Schedule of Stock Option Activity | The SARs activity for the years ended December 31, 2016 and 2015 is as follows (all amounts in thousands, except per share data): SARs Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (a) Outstanding at January 1, 2015 594 $ 12.37 6.1 $ — Granted 1,145 4.69 — — Exercised (b)(c) — — — — Forfeited or expired (317 ) 11.44 — 3 Outstanding at December 31, 2015 1,422 $ 6.40 5.6 $ 2,238 Granted 909 7.34 — — Exercised (b)(c) (35 ) 5.85 — 253 Forfeited or expired (24 ) 4.95 — 26 Outstanding at December 31, 2016 2,272 $ 6.80 5.2 $ 25,105 Exercisable at December 31, 2016 1,570 $ 6.64 4.6 $ 17,605 (a) The intrinsic value of a SAR is the amount by which the market value of the underlying stock as of December 31, 2016, and 2015 exceeds the exercise price of the option multiplied by the number of shares represented by such SAR. (b) Shares issued upon the exercise of SARs are treated as newly issued shares. There were 14,489 shares issued during 2016 related to exercises of SARs. There were no shares issued during 2015 related to exercises of SARs. (c) There was no tax benefit recognized in 2016 or 2015 related to stock-based compensation for SARs. |
Long Term Incentive Plan [Member] | |
Summary of Unvested Restricted Stock Units Activity Under LTIP | The table below summarizes activity regarding unvested restricted stock under the LTIP during the years ended December 31, 2016 and 2015 (all amounts in thousands, except per share data): Number of Shares Outstanding Weighted-Average Grant Date Fair Value (per share) Aggregate Intrinsic Value Restricted stock unvested at January 1, 2015 292 $ 12.25 $ 2,092 Granted 161 5.95 959 Vested (88 ) 10.29 522 Forfeited (164 ) 12.95 1,263 Restricted stock unvested at December 31, 2015 201 $ 7.50 $ 1,348 Granted 284 8.93 2,238 Vested (56 ) 7.39 320 Forfeited (43 ) 7.90 238 Restricted stock unvested at December 31, 2016 386 $ 8.52 $ 6,887 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (benefit) | The provision for income tax for the years ended December 31, 2016 and 2015, consisted of the following components ($ in thousands): Year Ended December 31, 2016 2015 Current: Federal $ 3,295 $ (6 ) State 493 26 Total current taxes 3,788 20 Deferred: Federal (7,736 ) (1,265 ) State (803 ) (677 ) Total deferred taxes (8,539 ) (1,942 ) Income taxes $ (4,751 ) $ (1,922 ) |
Schedule of Income Tax Expense (benefit) at the U.s. Federal Statutory Income Tax Rate and the Provision for Income Taxes | The items accounting for differences between the income tax provision computed at the federal statutory rate and the provision for income tax for the years ended December 31, 2016 and 2015, was as follows: 2016 2015 U.S. federal income tax rate 35.0 % 35.0 % State income taxes, net of federal tax benefits (0.1 ) (2.7 ) Valuation allowance (51.6 ) 102.7 Operations of nontaxable subsidiary (40.9 ) 131.0 Stock-based compensation contribution (1.2 ) 38.2 Non-deductible or non-taxable items 2.0 (13.1 ) Change in estimate of state effective tax rates — 83.6 Return to provision adjustments — 45.7 Income taxes (56.8 )% 420.4 % |
Schedule of Deferred Tax Assets and Liabilities | The deferred income tax assets consisted of the following as of December 31, 2016 and 2015 ($ in thousands): Year Ended December 31, 2016 2015 Deferred tax assets: Investment in subsidiary $ 16,715 $ 18,724 Tax receivable agreement 3,789 386 Stock compensation 694 397 Net operating loss carryforwards 2,230 2,206 Allowance for doubtful accounts 4 15 Other 165 82 Total deferred tax assets 23,597 21,810 Less valuation allowances (12,799 ) (19,309 ) Deferred tax assets, net of valuation allowance 10,798 2,501 Deferred tax liabilities: Identifiable intangible assets (2,383 ) (2,847 ) Stock compensation (225 ) (8 ) Other (9 ) (4 ) Deferred tax assets (liabilities), net $ 8,181 $ (358 ) |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 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 per share attributable to HII for the years ended December 31, 2016 and 2015 were as follows ($ in thousands, except share and per share data): Year Ended December 31, 2016 2015 Basic net income attributable to Health Insurance Innovations, Inc. $ 4,513 $ 601 Weighted average shares—basic 7,599,533 7,524,566 Effect of dilutive securities: Restricted shares 89,126 57,261 SARs 176,801 1,795 Stock options 43,775 18,167 Weighted average shares—diluted 7,909,235 7,601,789 Basic net income per share attributable to Health Insurance Innovations, Inc. $ 0.59 $ 0.08 Diluted net income per share attributable to Health Insurance Innovations, Inc. $ 0.57 $ 0.08 |
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 per share for the respective periods because such inclusion would be anti-dilutive (in thousands): Year Ended December 31, 2016 2015 Restricted shares 284 156 SARs 1,179 1,422 Stock options — 3 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | As of December 31, 2016, our liabilities measured at fair value were as follows ($ in thousands): Fair Value Measurement as of December 31, 2016 Carrying Value as of December 31, 2016 Level 1 Level 2 Level 3 Liabilities: Noncompete obligation $ 110 $ — $ 110 $ — $ 110 $ — $ 110 $ — As of December 31, 2015, our liabilities measured at fair value were as follows ($ in thousands): Fair Value Measurement as of December 31, 2015 Carrying Value as of December 31, 2015 Level 1 Level 2 Level 3 Liabilities: Noncompete obligation $ 291 $ — $ 291 $ — Contingent acquisition consideration 532 — — 532 $ 823 $ — $ 291 $ 532 |
Summary of Changes in 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 Payments and settlements, net (2,603 ) Realized gain included in income (1,265 ) Balance as of December 31, 2015 $ 532 Payments and settlements, net (532 ) Realized gain included in income — Balance as of December 31, 2016 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Operating Lease Payments | As of December 31, 2016, the future minimum lease payments under noncancellable operating leases were as follows ($ in thousands): 2017 $ 470 2018 294 2019 81 2020 — 2021 — Total minimum lease payments $ 845 |
Organization, Basis of Presen37
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2013 | Dec. 31, 2016 | Dec. 31, 2015 |
Period of exemptions under JOBS Act | 5 years | ||
Annual gross revenue | $ 1,000,000 | ||
Market value of common stock held by non-affiliates | 700 | ||
Restricted cash | 11,900 | $ 7,900 | |
Allowance for estimated policy cancellations, net | 641 | 352 | |
Advanced commissions outstanding | 37,000 | 24,500 | |
Provision for bad debt expense | $ 454 | 327 | |
Fee for the advanced commission | 2.00% | ||
Reduction of commission expense | $ 2,600 | 614 | |
Capitalized development costs | 895 | ||
Depreciation and amortization of capitalized development costs | 179 | 90 | |
Impairments on intangible assets | 878 | ||
Advertising and marketing expense | 11,100 | 9,800 | |
Software Development [Member] | |||
Capitalized development costs | 3,100 | 889 | |
Depreciation and amortization of capitalized development costs | $ 774 | $ 45 | |
Finite lived intangible asset useful life | 3 years | ||
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 | 54.00% | 53.10% | |
Outstanding ownership percentage | 54.00% | 53.10% | |
HII [Member] | Beneficial Owner [Member] | |||
Beneficial ownership percentage | 46.00% | ||
HII [Member] | Voting Rights [Member] | |||
Beneficial ownership percentage | 100.00% | ||
HII [Member] | Economic Rights [Member] | |||
Beneficial ownership percentage | 100.00% | ||
HII [Member] | Voting Interest [Member] | Series A Membership Interests [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 | 46.00% | 46.90% | |
Outstanding ownership percentage | 46.00% | 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% |
Organization, Basis of Presen38
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Summary of Estimated Useful Lives (Details) | 12 Months Ended | |
Dec. 31, 2016 | ||
Website Development and Internal-Use Software [Member] | Minimum [Member] | ||
Estimated useful life | 3 years | [1] |
Website Development and Internal-Use Software [Member] | Maximum [Member] | ||
Estimated useful life | 5 years | [1] |
Computer Equipment [Member] | ||
Estimated useful life | 5 years | |
Furniture and Fixtures [Member] | ||
Estimated useful life | 7 years | |
Leasehold Improvements [Member] | ||
Estimated useful life description | Shorter of the lease term or estimated useful life | |
[1] | Included in property and equipment, net are certain website development and internally developed software costs. These costs incurred in the development of websites and internal-use software are either expensed as incurred or capitalized depending on the nature of the cost and the stage of development of the project under which a website or internal-use software are developed. The capitalization policies for website development and internal-use software vary as described below. |
Business Acquisitions (Details
Business Acquisitions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 08, 2014 | Jul. 14, 2014 | Jul. 17, 2013 | Nov. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||
Contingent acquisition consideration | $ 532 | |||||||
Fair value adjustments to contingent acquisition consideration | $ (15) | 1,265 | ||||||
Goodwill acquired | 10,500 | |||||||
Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent acquisition consideration | 547 | |||||||
Contingent Consideration Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent acquisition consideration | 6,400 | $ 5,900 | ||||||
Safina [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent acquisition consideration | $ 973 | |||||||
Carrying Reported Amount Fair Value Disclosure [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent acquisition consideration | $ 532 | |||||||
Common Class A [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Class A common stock issued as acquisition consideration, shares | 815,991 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Health Pocket, Inc [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of merger agreement with HealthPocket, Inc | Jul. 14, 2014 | |||||||
Cash paid at closing of Merger Agreement | $ 21,900 | |||||||
Merger consideration deposited as escrow deposit | $ 3,200 | |||||||
Total number of replacement Options | 84,909 | |||||||
Percentage of shares former equity holders will take in cash or stock | 50.00% | |||||||
Date of employment agreement with Telkamp | May 4, 2015 | |||||||
Noncompetition covenant expiration date | Jul. 14, 2017 | |||||||
Health Pocket, Inc [Member] | Common Class A [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Class A common stock issued as acquisition consideration, shares | 900,900 | |||||||
Common stock, par value | $ 0.001 | |||||||
Health Pocket, Inc [Member] | Common Class A [Member] | Portion At Fair Value Fair Value Disclosure [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Class A common stock, at fair value | $ 6,700 | |||||||
American Service Insurance Agency LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent acquisition consideration | $ 2,200 | $ 1,400 | ||||||
Fair value adjustments to contingent acquisition consideration | $ 1,400 | |||||||
Severance cost and settlement | 825 | |||||||
Goodwill acquired | $ 1,400 | |||||||
American Service Insurance Agency LLC [Member] | Initial Payment [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid at closing of Merger Agreement | 1,800 | |||||||
American Service Insurance Agency LLC [Member] | Paid At Closing [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid at closing of Merger Agreement | 1,500 | |||||||
Merger consideration prior deposit amount | 325 | |||||||
American Service Insurance Agency LLC [Member] | First Potential Cash Payment [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent acquisition consideration | 1,200 | |||||||
American Service Insurance Agency LLC [Member] | Second Potential Cash Payment [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent acquisition consideration | $ 1,000 | |||||||
Sunrise Health Plans Inc And Affiliates [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid at closing of Merger Agreement | $ 10,000 | |||||||
Potential total contingent consideration, maximum | 6,600 | |||||||
Business acquisition consideration cash payment | $ 10,000 | |||||||
Fixed component contingent consideration | $ 250 | |||||||
Sunrise Health Plans Inc And Affiliates [Member] | Quarterly Variable Payment [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent acquisition consideration | 200 | |||||||
Sunrise Health Plans Inc And Affiliates [Member] | Maximum Potential Variable Payment [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent acquisition consideration | 2,400 | |||||||
Fixed component contingent consideration | 3,000 | |||||||
Sunrise Health Plans Inc And Affiliates [Member] | One Time Payment [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition consideration cash payment | $ 1,000 | |||||||
Sunrise Health Plans Inc And Affiliates [Member] | Change During Period Fair Value Disclosure [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Fair value adjustments to contingent acquisition consideration | $ 15 | $ 128 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 15, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 23, 2015 | Oct. 07, 2013 |
Variable Interest Entity [Line Items] | |||||||
Advanced commissions | $ 37,000 | $ 24,500 | $ 37,000 | $ 24,500 | |||
Gain on deconsolidation of variable interest entity | $ 189 | ||||||
HPIH [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Percentage of voting interests | 100.00% | 100.00% | |||||
Total membership interest without voting right | 54.00% | 53.10% | 54.00% | 53.10% | |||
Simple Insurance Leads LLC [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Variable interest entity maximum loss exposure of operating income, percentage | 100.00% | ||||||
Common Class B [Member] | HPIH [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Units exchanged | 1,725,000 | ||||||
Health Benefits One, LLC [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Contingent consideration receivable, percentage | 10.00% | 10.00% | |||||
Variable interest entity maximum loss exposure of operating income, percentage | 10.00% | ||||||
Advanced commissions | $ 246 | ||||||
Contingent Payment Received | $ 0 | ||||||
Health Benefits One, LLC [Member] | Scenario Forecast [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Contingent consideration receivable, percentage | 10.00% | 10.00% | |||||
Unit Purchase Agreement [Member] | Simple Insurance Leads LLC [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Gain on deconsolidation of variable interest entity | $ 189 | ||||||
Minimum [Member] | HPIH [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Percentage of voting interests | 50.00% |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,100 | $ 329 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 5,647 | $ 2,617 |
Less accumulated depreciation | 1,625 | 613 |
Total property and equipment, net | 4,022 | 2,004 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 373 | 341 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 192 | 232 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 246 | 260 |
Website Development and Internal-Use Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 4,836 | $ 1,784 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill | $ 41,076 | $ 41,076 |
Amortization expense | 2,200 | 2,600 |
Impairments on intangible assets | $ 878 | |
Minimum [Member] | ||
Finite lived intangible asset useful life | 2 years | |
Maximum [Member] | ||
Finite lived intangible asset useful life | 15 years |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets - Schedule of Major Classes of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Gross Carrying Amount | $ 16,518 | $ 16,518 |
Accumulated Amortization | (8,611) | (6,457) |
Intangible Asset, net | $ 7,907 | $ 10,061 |
Brand [Member] | ||
Weighted-average Amortization (years) | 14 years 1 month 6 days | 14 years |
Gross Carrying Amount | $ 1,377 | $ 1,377 |
Accumulated Amortization | (311) | (219) |
Intangible Asset, net | $ 1,066 | $ 1,158 |
Carrier Network [Member] | ||
Weighted-average Amortization (years) | 5 years | 5 years |
Gross Carrying Amount | $ 40 | $ 40 |
Accumulated Amortization | (40) | (35) |
Intangible Asset, net | $ 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 | (2,831) | (2,234) |
Intangible Asset, net | $ 1,228 | $ 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 | (881) | (679) |
Intangible Asset, net | $ 106 | $ 308 |
Customer Relationships [Member] | ||
Weighted-average Amortization (years) | 5 years 9 months 18 days | 4 years 8 months 12 days |
Gross Carrying Amount | $ 1,484 | $ 1,484 |
Accumulated Amortization | (1,125) | (1,019) |
Intangible Asset, net | $ 359 | 465 |
Capitalized Software [Member] | ||
Weighted-average Amortization (years) | 6 years 8 months 12 days | |
Gross Carrying Amount | $ 8,571 | 8,571 |
Accumulated Amortization | (3,423) | (2,271) |
Intangible Asset, net | $ 5,148 | $ 6,300 |
Technology and Capitalized Software [Member] | ||
Weighted-average Amortization (years) | 6 years 7 months 6 days |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 1,966 | |
2,018 | 1,725 | |
2,019 | 1,338 | |
2,020 | 1,338 | |
2,021 | 685 | |
Thereafter | 855 | |
Total | $ 7,907 | $ 10,061 |
Accounts Payable and Accrued 46
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Carriers and vendors payable | $ 11,385 | $ 7,364 |
Commissions payable | 5,710 | 3,830 |
Accrued wages | 4,206 | 1,140 |
Accrued refunds | 3,238 | 2,049 |
Accounts payable | 928 | 670 |
Accrued professional fees | 910 | 175 |
Accrued credit card/ACH fees | 430 | 293 |
Accrued interest | 3 | |
Accrued restructuring | 3 | 1,304 |
Other accrued expenses | 2,870 | 1,019 |
Total accounts payable and accrued expenses | $ 29,680 | $ 17,847 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 15, 2014 | |
Line of credit | $ 7,500 | ||
Revolving Line of Credit [Member] | |||
Line of credit | $ 15,000 | ||
Drew on revolving line of credit | $ 15,000 | 7,500 | |
Line of credit facility, available to borrowing | 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 | $ 0 | $ 15 | |
Revolving Line of Credit [Member] | LIBOR, Plus [Member] | |||
Line of credit interest rate | 2.72% | 2.38% | 1.95% |
Restructuring (Details Narrativ
Restructuring (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring expenses | ||
Accounts payable and accrued expenses | 29,680 | $ 17,847 |
Impairments on intangible assets | 878 | |
Restructuring [Member] | ||
Restructuring expenses | 2,600 | |
Accounts payable and accrued expenses | $ 3 | $ 1,300 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 15, 2014 | Feb. 13, 2013 | Mar. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 17, 2014 | Feb. 01, 2014 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||
Treasury stock, shares | 119,544 | 150,993 | |||||
Treasury stock, carrying cost | $ 1,122 | $ 1,542 | |||||
Number of shares transferred to treasury | 21,397 | 17,081 | |||||
Treasury Stock [Member] | |||||||
Issuance of common stock, shares | (20,697) | ||||||
Number of shares transferred to treasury | 21,397 | 17,081 | |||||
Treasury Stock [Member] | Forfeitures of Restricted Stock Awards [Member] | |||||||
Issuance of restricted shares from treasury, shares | 164,132 | ||||||
Treasury Stock [Member] | Vested Restricted Stock Awards [Member] | |||||||
Number of shares transferred to treasury | 43,600 | ||||||
Treasury Stock [Member] | Employees Granted From Treasury [Member] | |||||||
Number of shares transferred to treasury | 75,749 | ||||||
Treasury Stock [Member] | Restricted Stock [Member] | |||||||
Treasury stock, granted | 151,216 | ||||||
HII [Member] | |||||||
Common stock, par value | $ 14 | ||||||
Class A Common Stock [Member] | |||||||
Issuance of common stock, shares | 1,725,000 | 100,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Share price | $ 12.15 | ||||||
Common stock, shares authorized | 1,725,000 | 100,000,000 | 100,000,000 | 8,566,667 | |||
Proceeds from issuance of stock | $ 19,900 | $ 1,400 | |||||
Share price net of underwriting discount | $ 11.54 | ||||||
Stock repurchased, shares | 0 | 73,852 | |||||
Treasury stock acquired, average cost per share | $ 7.06 | ||||||
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 | 54.00% | ||||||
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 | 46.00% | ||||||
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 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 07, 2013 | ||
Income tax benefits from stock-based activity | $ 0 | $ 0 | |||
Total fair value of stock vested | $ 269 | $ 508 | |||
Number of stock option granted | 0 | 0 | |||
Number of stock option exercised | [1],[2] | (39,000) | |||
Long Term Incentive Plan [Member] | |||||
Common stock reserved for issuance | 3,250,000 | 2,250,000 | 1,250,000 | ||
Increase in number of shares of common stock | 1,000,000 | ||||
Restricted Stock [Member] | |||||
Income tax benefits from stock-based activity | $ 57 | $ 100 | |||
Weighted average grant date fair value per share | $ 3.68 | $ 5.95 | |||
Total fair value of stock vested | $ 413 | $ 885 | |||
Stock Appreciation Rights (SARs) [Member] | |||||
Income tax benefits from stock-based activity | 0 | 0 | |||
Total fair value of stock vested | $ 3,100 | $ 1,400 | |||
Number of stock option exercised | [3],[4] | (35,000) | |||
[1] | Shares issued upon the exercise of stock options are treated as newly issued shares. There were 35,606 shares issued during 2016 related to exercises of stock options. There were no shares issued during 2015 related to exercises of stock options. | ||||
[2] | There was no tax benefit recognized in 2016 or 2015 related to stock-based compensation for stock options. | ||||
[3] | Shares issued upon the exercise of SARs are treated as newly issued shares. There were 14,489 shares issued during 2016 related to exercises of SARs. There were no shares issued during 2015 related to exercises of SARs. | ||||
[4] | There was no tax benefit recognized in 2016 or 2015 related to stock-based compensation for SARs. |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Unvested Restricted Stock Units Activity Under LTIP (Details) - Restricted Stock [Member] - Long Term Incentive Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance, Unvested | 201,000 | 292,000 |
Granted | 284,000 | 161,000 |
Vested | (56,000) | (88,000) |
Forfeited | (43,000) | (164,000) |
Ending Balance, Unvested | 386,000 | 201,000 |
Beginning Balance, Unvested, Weighted-Average Grant Date Fair Value (per share) | $ 7.50 | $ 12.25 |
Granted, Weighted-Average Grant Date Fair Value (per share) | 8.93 | 5.95 |
Vested, Weighted-Average Grant Date Fair Value (per share) | 7.39 | 10.29 |
Forfeited, Weighted-Average Grant Date Fair Value (per share) | 7.90 | 12.95 |
Ending Balance, Unvested, Weighted-Average Grant Date Fair Value (per share) | $ 8.52 | $ 7.50 |
Beginning Balance, Unvested, Aggregate Intrinsic Value | $ 1,348 | $ 2,092 |
Granted, Unvested, Aggregate Intrinsic Value | 2,238 | 959 |
Vested, Unvested, Aggregate Intrinsic Value | 320 | 522 |
Forfeited, Unvested, Aggregate Intrinsic Value | 238 | 1,263 |
Ending Balance, Unvested, Aggregate Intrinsic Value | $ 6,887 | $ 1,348 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Outstanding, Beginning Balance | 79,000 | 84,000 | |
Options, Granted | |||
Options, Exercised | [1],[2] | (39,000) | |
Options, Forfeited or expired | (5,000) | ||
Options, Outstanding, Ending Balance | 40,000 | 79,000 | |
Options, Exercisable, Ending Balance | 31,000 | ||
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 1.07 | $ 12.13 | |
Weighted-Average Exercise Price, Granted | |||
Weighted-Average Exercise Price, Exercised | [1],[2] | 1.06 | |
Weighted-Average Exercise Price, Forfeited or expired | 12.13 | ||
Weighted-Average Exercise Price, Outstanding, Ending Balance | 1.08 | $ 1.07 | |
Weighted-Average Exercise Price, Exercisable, Ending Balance | $ 1.07 | ||
Weighted-Average Remaining Contractual Term (in years), Outstanding, Beginning Balance | 7 years 3 months 18 days | 8 years 3 months 18 days | |
Weighted-Average Remaining Contractual Term (in years), Outstanding, Ending Balance | 6 years 6 months | 7 years 3 months 18 days | |
Weighted-Average Remaining Contractual Term (in years), Exercisable, Ending Balance | 6 years 4 months 24 days | ||
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ 442 | $ 478 | |
Aggregate Intrinsic Value, Exercised | [1],[2] | 330 | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | 668 | $ 442 | |
Aggregate Intrinsic Value, Exercisable, Ending Balance | $ 521 | ||
Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Outstanding, Beginning Balance | 1,422,000 | 594,000 | |
Options, Granted | 909,000 | 1,145,000 | |
Options, Exercised | [3],[4] | (35,000) | |
Options, Forfeited or expired | (24,000) | (317,000) | |
Options, Outstanding, Ending Balance | 2,272,000 | 1,422,000 | |
Options, Exercisable, Ending Balance | 1,570,000 | ||
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 6.40 | $ 12.37 | |
Weighted-Average Exercise Price, Granted | 7.34 | 4.69 | |
Weighted-Average Exercise Price, Exercised | [3],[4] | 5.85 | |
Weighted-Average Exercise Price, Forfeited or expired | 4.95 | 11.44 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance | 6.80 | $ 6.40 | |
Weighted-Average Exercise Price, Exercisable, Ending Balance | $ 6.64 | ||
Weighted-Average Remaining Contractual Term (in years), Outstanding, Beginning Balance | 5 years 7 months 6 days | 6 years 1 month 6 days | |
Weighted-Average Remaining Contractual Term (in years), Outstanding, Ending Balance | 5 years 2 months 12 days | 5 years 7 months 6 days | |
Weighted-Average Remaining Contractual Term (in years), Exercisable, Ending Balance | 4 years 7 months 6 days | ||
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ 2,238 | ||
Aggregate Intrinsic Value, Exercised | [3],[4] | $ 253 | |
Aggregate Intrinsic Value, Forfeited or expired | $ 26 | $ 3 | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $ 25,105 | $ 2,238 | |
Aggregate Intrinsic Value, Exercisable, Ending Balance | $ 17,605 | ||
[1] | Shares issued upon the exercise of stock options are treated as newly issued shares. There were 35,606 shares issued during 2016 related to exercises of stock options. There were no shares issued during 2015 related to exercises of stock options. | ||
[2] | There was no tax benefit recognized in 2016 or 2015 related to stock-based compensation for stock options. | ||
[3] | Shares issued upon the exercise of SARs are treated as newly issued shares. There were 14,489 shares issued during 2016 related to exercises of SARs. There were no shares issued during 2015 related to exercises of SARs. | ||
[4] | There was no tax benefit recognized in 2016 or 2015 related to stock-based compensation for SARs. |
Stock-based Compensation - Sc53
Stock-based Compensation - Schedule of Stock Option Activity (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares issued upon the exercise of SARs/stock options | 35,606 | |
Tax benefit related to stock-based compensation | $ 0 | $ 0 |
Stock Appreciation Rights (SARs) [Member] | ||
Shares issued upon the exercise of SARs/stock options | 14,489 | |
Tax benefit related to stock-based compensation | $ 0 | $ 0 |
Stock-based Compensation - Su54
Stock-based Compensation - Summary of Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk-free rate | 1.40% | 1.50% |
Expected life | 4 years 10 months 24 days | 4 years 7 months 6 days |
Expected volatility | 58.70% | 44.30% |
Expected dividend |
Stock-based Compensation - Su55
Stock-based Compensation - Summary of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based compensation expense | $ 3,792 | $ 1,364 |
Restricted Shares [Member] | ||
Stock-based compensation expense | 517 | 495 |
Stock Appreciation Rights (SARs) [Member] | ||
Stock-based compensation expense | 3,174 | 553 |
Stock Option [Member] | ||
Stock-based compensation expense | $ 101 | $ 316 |
Stock-based Compensation - Su56
Stock-based Compensation - Summary of Unrecognized Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Unrecognized stock-based compensation amount | $ 3,591 | $ 2,303 |
Restricted Shares [Member] | ||
Unrecognized stock-based compensation amount | $ 2,086 | $ 673 |
Stock-based compensation expense amount expected to be recognized | 2 years 1 month 6 days | 1 year 9 months 18 days |
Stock Appreciation Rights (SARs) [Member] | ||
Unrecognized stock-based compensation amount | $ 1,492 | $ 1,531 |
Stock-based compensation expense amount expected to be recognized | 2 years | 1 year 9 months 18 days |
Stock Option [Member] | ||
Unrecognized stock-based compensation amount | $ 13 | $ 99 |
Stock-based compensation expense amount expected to be recognized | 7 months 6 days | 1 year |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards | $ 500 | |
Effective tax rate | (56.80%) | 420.40% |
Provision for income taxes | $ 4,751 | $ 1,922 |
Deferred tax assets valuation allowance | $ 8,100 | |
Minimum percentage of tax benefit settled for uncertain tax position | 50.00% | 50.00% |
Change in gross unrecognized tax benefit | ||
Tax Receivable Agreement [Member] | ||
Deferred tax assets valuation allowance | $ 9,100 | |
HII [Member] | ||
Effective tax rate | 39.20% | |
Earliest Tax Year [Member] | ||
Operating loss carryforwards, expiration year | 2,033 | |
Health Pocket, Inc [Member] | ||
Operating Loss Carryforwards | $ 5,700 | $ 5,100 |
Operating loss carryforwards, expiration year | 2,036 | |
Effective tax rate | 12.50% |
Income Tax - Schedule of Compon
Income Tax - Schedule of Components of Income Tax Expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 3,295 | $ (6) |
State | 493 | 26 |
Total current taxes | 3,788 | 20 |
Federal | (7,736) | (1,265) |
State | (803) | (677) |
Total deferred taxes | (8,539) | (1,942) |
Income taxes | $ (4,751) | $ (1,922) |
Income Tax - Income Tax Expense
Income Tax - Income Tax Expense (Benefit) at the U.S. Federal Statutory Income Tax Rate and the Provision for Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal income tax rate | 35.00% | 35.00% |
State income taxes, net of federal tax benefits | (0.10%) | (2.70%) |
Valuation allowance | (51.60%) | 102.70% |
Operations of nontaxable subsidiary | (40.90%) | 131.00% |
Stock-based compensation contribution | (1.20%) | 38.20% |
Non-deductible or non-taxable items | (2.00%) | (13.10%) |
Change in estimate of state effective tax rates | 83.60% | |
Return to provision adjustments | 45.70% | |
Income taxes | (56.80%) | 420.40% |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Investment in subsidiary | $ 16,715 | $ 18,724 |
Tax receivable agreement | 3,789 | 386 |
Stock compensation | 694 | 397 |
Net operating loss carryforwards | 2,230 | 2,206 |
Allowance for doubtful accounts | 4 | 15 |
Other | 165 | 82 |
Total deferred tax assets | 23,597 | 21,810 |
Less valuation allowances | (12,799) | (19,309) |
Deferred tax assets, net of valuation allowance | 10,798 | 2,501 |
Identifiable intangible assets | (2,383) | (2,847) |
Stock compensation | (225) | (8) |
Other | (9) | (4) |
Deferred tax liabilities, net | $ 8,181 | $ (358) |
Net Income Per Share (Details N
Net Income Per Share (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Per share data: | ||
Anti-dilutive securities | 6,841,667 | 6,841,667 |
Net Income per Share - Summary
Net Income per Share - Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Basic net income attributable to Health Insurance Innovations, Inc. | $ 4,513 | $ 601 |
Average shares-basic | 7,599,533 | 7,524,566 |
Average shares-diluted | 7,909,235 | 7,601,789 |
Basic net income per share attributable to Health Insurance Innovations, Inc. | $ 0.59 | $ 0.08 |
Diluted net income per share attributable to Health Insurance Innovations, Inc. | $ 0.57 | $ 0.08 |
Restricted Shares [Member] | ||
Dilutive securities | 89,126 | 57,261 |
Stock Appreciation Rights (SARs) [Member] | ||
Dilutive securities | 176,801 | 1,795 |
Stock Option [Member] | ||
Dilutive securities | 43,775 | 18,167 |
Net Income per Share - Summar63
Net Income per Share - Summary of Securities Not Included in Calculation of Diluted Net (Loss) Income (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Anti-dilutive securities | 6,841,667 | 6,841,667 |
Restricted Shares [Member] | ||
Anti-dilutive securities | 284,000 | 156,000 |
Stock Appreciation Rights (SARs) [Member] | ||
Anti-dilutive securities | 1,179,000 | 1,422,000 |
Stock Option [Member] | ||
Anti-dilutive securities | 3,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Noncompete obligation | $ 110 | $ 291 |
Contingent acquisition consideration | 532 | |
Liabilities | 110 | 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 | 110 | 291 |
Contingent acquisition consideration | ||
Liabilities | 110 | 291 |
Estimate of Fair Value Measurement [Member] | Level 3 [Member] | ||
Noncompete obligation | ||
Contingent acquisition consideration | 532 | |
Liabilities | $ 532 |
Fair Value Measurements - Sum65
Fair Value Measurements - Summary of Changes in Fair Value of Liabilities Carried at Fair Value (Details) - Level 3 [Member] - Contingent Consideration Classified As Equity [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Beginning Balance | $ 532 | $ 4,400 |
Payments and settlements, net | (532) | (2,603) |
Realized gain included in income | (1,265) | |
Ending Balance | $ 532 |
Segment Information (Details Na
Segment Information (Details Narrative) - Segment | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | |||
Number of reportable segments | 2 | 1 | 1 |
Commitments and Contingencies67
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Aug. 15, 2014 | Feb. 13, 2013 | Aug. 01, 2012 | Mar. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Notes payable | $ 1,000 | ||||||
Tax Receivable Agreement [Member] | |||||||
Recorded liability | $ 10,000 | $ 10,000 | |||||
Payments under tax receivable agreement | $ 672 | ||||||
May 2015 [Member] | |||||||
Repayment of related party debt | $ 1,000 | ||||||
Note maturity date | Jan. 31, 2017 | ||||||
May 2015 [Member] | Advance One [Member] | |||||||
Variable secured promissory note , advance amount | $ 500 | ||||||
May 2015 [Member] | Advance Two [Member] | |||||||
Variable secured promissory note , advance amount | 500 | ||||||
Class A Common Stock [Member] | |||||||
Issuance of common stock, shares | 1,725,000 | 100,000 | |||||
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% | ||||||
Minimum [Member] | |||||||
Civil penalty amount | 100 | ||||||
Maximum [Member] | |||||||
Civil penalty amount | 315 | ||||||
Operating Lease Agreements [Member] | |||||||
Difference between cash rent payments and straight-line rent expense | $ 34 | $ 34 | 56 | ||||
Operating Lease Agreements [Member] | Selling, General and Administrative [Member] | |||||||
Operating lease rental expense | $ 504 | $ 684 | |||||
Operating Lease Agreements [Member] | Health Plan Intermediaries Holdings, LLC [Member] | Minimum [Member] | |||||||
Lease agreement expires | 2,017 | ||||||
Operating Lease Agreements [Member] | Health Plan Intermediaries Holdings, LLC [Member] | Maximum [Member] | |||||||
Lease agreement expires | 2,019 | ||||||
Software Assignment Agreement [Member] | Vendor Contracts [Member] | |||||||
System purchase amount | $ 45 | ||||||
Master Service Agreement [Member] | Vendor Contracts [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 | ||||||
Term of service agreement unless notice given | 5 years | ||||||
Required notice period to terminate service agreement | 60 days | ||||||
Exclusive option agreement maturity term | 1 year | ||||||
Exclusive Option Agreement [Member] | |||||||
Monthly payment for services agreement for the technology | $ 16 | ||||||
Service agreement term | 5 years |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 470 |
2,018 | 294 |
2,019 | 81 |
2,020 | |
2,021 | |
Total minimum lease payments | $ 845 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Maximum allowable contribution amount | $ 18 | $ 18 |
Accrued employee benefit plan | $ 56 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2013 | |
Amount of distributions paid | $ (4,757) | $ (872) | ||
Other tax benefits recorded as liability, current | 3,282 | 342 | ||
Other tax benefits recorded as liability, noncurrent | 9,460 | 406 | ||
Commissions payable | 5,710 | 3,830 | ||
Health Plan Intermediaries, LLC [Member] | ||||
Amount of distributions paid | 2,000 | 872 | ||
Accrued on distributions owed | 2,800 | |||
Distribution made on accrued amount | 229 | |||
Health Plan Intermediaries Holdings, LLC [Member] | ||||
Distributions declared but unpaid amount | 2,800 | |||
Tax Receivable Agreement [Member] | ||||
Payable under tax receivable agreement | 10,000 | 748 | ||
Other tax benefits recorded as liability, current | 521 | 342 | ||
Other tax benefits recorded as liability, noncurrent | 9,500 | 406 | ||
Amount paid under agreement | $ 672 | |||
Health Benefits One, LLC [Member] | ||||
Advanced commissions payments, net | $ 907 | |||
Commission expense, recognized | $ 3,000 | |||
Commissions payable | $ 15,400 | |||
Health Benefits One, LLC [Member] | Simple Insurance Leads LLC [Member] | ||||
Ownership of membership interests | 50.00% |
Concentrations of Credit Risk71
Concentrations of Credit Risk and Significant Customers (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts receivable, net | $ 882 | $ 853 |
Advanced commissions | 37,000 | $ 24,500 |
Cash insured by FDIC | $ 250 | |
Accounts Receivable [Member] | Customer Two [Member] | ||
Cencentration of credit risk, percentage | 43.00% | |
Accounts Receivable [Member] | Customer Four [Member] | ||
Cencentration of credit risk, percentage | 54.00% | |
Advanced Commissions [Member] | Distributor One [Member] | ||
Cencentration of credit risk, percentage | 65.00% | 67.00% |
Advanced Commissions [Member] | Distributor Two [Member] | ||
Cencentration of credit risk, percentage | 16.00% | 10.00% |
Sales Revenue, Net [Member] | Minimum [Member] | ||
Cencentration of credit risk, percentage | 10.00% | 10.00% |
Premium Equivalents [Member] | Three Carrier [Member] | ||
Cencentration of credit risk, percentage | 60.00% | |
Premium Equivalents [Member] | Two Carrier [Member] | ||
Cencentration of credit risk, percentage | 70.00% | |
Premium Equivalents [Member] | HCC Life Insurance Company [Member] | ||
Cencentration of credit risk, percentage | 22.00% | |
Premium Equivalents [Member] | United Life Insurance Company [Member] | ||
Cencentration of credit risk, percentage | 20.00% | |
Premium Equivalents [Member] | Companion Life Insurance Company [Member] | ||
Cencentration of credit risk, percentage | 18.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | Feb. 09, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 01, 2017 | |
Number of stock options exercised during the period | [1],[2] | (39,000) | |||
Stock Appreciation Rights (SARs) [Member] | |||||
Number of stock options exercised during the period | [3],[4] | (35,000) | |||
Subsequent Event [Member] | |||||
Common stock shares issued | 8,914,717 | ||||
Common stock shares outstanding | 8,795,173 | ||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||
Number of common stock issued during the period | 753,197 | ||||
Percentage of issued common stock increased during the period | 9.20% | ||||
Subsequent Event [Member] | Patrick R. McNamee [Member] | Stock Appreciation Rights (SARs) [Member] | |||||
Number of stock options exercised during the period | 1,000,000 | ||||
Stock options closing price per share | $ 19.75 | ||||
[1] | Shares issued upon the exercise of stock options are treated as newly issued shares. There were 35,606 shares issued during 2016 related to exercises of stock options. There were no shares issued during 2015 related to exercises of stock options. | ||||
[2] | There was no tax benefit recognized in 2016 or 2015 related to stock-based compensation for stock options. | ||||
[3] | Shares issued upon the exercise of SARs are treated as newly issued shares. There were 14,489 shares issued during 2016 related to exercises of SARs. There were no shares issued during 2015 related to exercises of SARs. | ||||
[4] | There was no tax benefit recognized in 2016 or 2015 related to stock-based compensation for SARs. |