Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Feb. 28, 2020 | Feb. 24, 2020 | Jun. 30, 2019 | |
Entity Information [Line Items] | ||||
Entity Registrant Name | Health Insurance Innovations, Inc. | |||
Entity Central Index Key | 0001561387 | |||
Document Type | 10-K | |||
Document Period End Date | Dec. 31, 2019 | |||
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 | Accelerated Filer | |||
Entity Emerging Growth | false | |||
Entity Small Business | false | |||
Entity Shell | false | |||
Entity Public Float | $ 276.4 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2019 | |||
Class A Common Stock | ||||
Entity Information [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 12,238,049 | |||
Class B Common Stock | ||||
Entity Information [Line Items] | ||||
Entity Common Stock, Shares Outstanding | 1,016,667 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 3,771 | $ 9,321 |
Restricted cash | 17,788 | 16,678 |
Accounts receivable, net, prepaid expenses and other current assets | 2,911 | 2,108 |
Income taxes receivable | 18,210 | 0 |
Advanced commissions, net | 45,250 | 29,867 |
Contract asset | 184,474 | 165,494 |
Total current assets | 272,404 | 223,468 |
Long-term contract asset | 209,239 | 132,566 |
Property and equipment, net | 5,415 | 5,134 |
Goodwill | 135,182 | 41,076 |
Intangible assets, net | 28,963 | 4,217 |
Deferred tax assets, net | 0 | 25,967 |
Other assets | 655 | 61 |
Total assets | 651,858 | 432,489 |
Current liabilities: | ||
Accounts payable and accrued expenses | 51,477 | 32,397 |
Commissions payable | 97,785 | 106,608 |
Income taxes payable, net | 0 | 15,586 |
Short-term debt | 10,684 | 0 |
Due to member | 0 | 7,978 |
Other current liabilities | 794 | 422 |
Total current liabilities | 160,740 | 162,991 |
Long-term commissions payable | 82,369 | 84,716 |
Long-term contingent consideration | 65,171 | 0 |
Long-term debt, net | 167,947 | 15,000 |
Due to member | 29,121 | 25,693 |
Deferred tax liability, net | 5,722 | 0 |
Other liabilities | 814 | 621 |
Total liabilities | 511,884 | 289,021 |
Stockholders' equity: | ||
Preferred stock (par value $0.001 per share, 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2019 and 2018, respectively) | 0 | 0 |
Additional paid-in capital | 118,465 | 94,194 |
Treasury stock, at cost (3,945,587 and 2,038,475 shares as of December 31, 2019 and 2018, respectively) | (127,400) | (67,185) |
Retained earnings | 110,418 | 80,804 |
Total Health Insurance Innovations, Inc. stockholders' equity | 101,501 | 107,830 |
Noncontrolling interests | 38,473 | 35,638 |
Total stockholders' equity | 139,974 | 143,468 |
Total liabilities and stockholders' equity | 651,858 | 432,489 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 16 | 14 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 2 | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 3,945,587 | 2,038,475 |
Class A Common Stock | ||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 16,219,217 | 14,425,824 |
Common stock, shares outstanding (in shares) | 12,273,630 | 12,387,349 |
Class B Common Stock | ||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 1,916,667 | 2,541,667 |
Common stock, shares outstanding (in shares) | 1,916,667 | 2,541,667 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenues | $ 381,808 | $ 351,097 | $ 250,476 |
Operating expenses: | |||
Third-party commissions | 188,742 | 234,777 | 145,300 |
Selling, general and administrative | 88,393 | 68,043 | 55,994 |
Marketing and advertising | 37,896 | 6,307 | 8,452 |
Credit card and ACH fees | 6,150 | 5,909 | 5,127 |
Depreciation and amortization | 11,842 | 4,799 | 4,044 |
Total operating expenses | 333,023 | 319,835 | 218,917 |
Income from operations | 48,785 | 31,262 | 31,559 |
Other expense (income): | |||
Interest expense (income) | 5,646 | 25 | (19) |
Fair value adjustment to contingent acquisition consideration | (3,472) | 0 | 0 |
TRA (income) expense | (212) | 1,471 | (11,835) |
Other expense | 0 | 130 | 104 |
Net income before income taxes | 46,823 | 29,636 | 43,309 |
Provision for income taxes | 10,093 | 10,672 | 16,818 |
Net income | 36,730 | 18,964 | 26,491 |
Net income attributable to noncontrolling interests | 7,116 | 5,970 | 8,606 |
Net income attributable to Health Insurance Innovations, Inc. | $ 29,614 | $ 12,994 | $ 17,885 |
Net income per share attributable to Health Insurance Innovations, Inc. | |||
Basic (in USD per share) | $ 2.67 | $ 1.07 | $ 1.63 |
Diluted (in USD per share) | $ 2.47 | $ 0.97 | $ 1.50 |
Weighted average Class A common shares outstanding | |||
Basic (in shares) | 11,084,356 | 12,200,654 | 10,970,995 |
Diluted (in shares) | 11,966,542 | 13,376,265 | 11,937,725 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Noncontrolling Interests | Class A Common Stock | Class A Common StockCommon Stock | Class B Common StockCommon Stock |
Beginning balance (in shares) at Dec. 31, 2016 | 119,544 | 8,036,705 | 6,841,667 | |||||
Beginning balance at Dec. 31, 2016 | $ 80,078 | $ 47,849 | $ (1,122) | $ 1,420 | $ 31,916 | $ 8 | $ 7 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 26,491 | 17,885 | 8,606 | |||||
Issuance of Class A common stock in private offering (in shares) | 3,000,000 | |||||||
Issuance of Class A common stock in private offering | 16,487 | 16,484 | $ 3 | |||||
Exchange of Series B Membership interest and exchange and cancellation of Class B common stock (in shares) | (3,000,000) | |||||||
Exchange of Series B Membership interest and exchange and cancellation of Class B common stock | (14,374) | (14,371) | $ (3) | |||||
Repurchases of Class A common stock (in shares) | 222,184 | 222,184 | ||||||
Repurchases of Class A common stock | (4,923) | $ (4,923) | ||||||
Issuance of Class A common stock under equity compensation plans (in shares) | 1,575,509 | |||||||
Issuance of Class A common stock under equity compensation plans | 33 | 31 | $ 2 | |||||
Class A common stock withheld in treasury from restricted share vesting (in shares) | 39,049 | 39,049 | ||||||
Class A common stock withheld in treasury from restricted share vesting | (842) | $ (842) | ||||||
Stock-based compensation | 7,404 | 7,404 | ||||||
Contributions (distributions) | (3,353) | 2 | (3,355) | |||||
Ending balance (in shares) at Dec. 31, 2017 | 380,777 | 12,350,981 | 3,841,667 | |||||
Ending balance at Dec. 31, 2017 | 107,001 | 71,770 | $ (6,887) | 19,305 | 22,796 | $ 13 | $ 4 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 18,964 | 12,994 | 5,970 | |||||
Issuance of Class A common stock in private offering (in shares) | 1,300,000 | |||||||
Issuance of Class A common stock in private offering | 9,232 | 9,231 | $ 1 | |||||
Exchange of Series B Membership interest and exchange and cancellation of Class B common stock (in shares) | (1,300,000) | |||||||
Exchange of Series B Membership interest and exchange and cancellation of Class B common stock | (8,048) | (8,047) | $ (1) | |||||
Repurchases of Class A common stock (in shares) | 1,550,136 | 1,550,136 | 1,550,136 | |||||
Repurchases of Class A common stock | (55,883) | $ (55,883) | $ 0 | |||||
Issuance of Class A common stock under equity compensation plans (in shares) | 394,066 | |||||||
Issuance of Class A common stock under equity compensation plans | $ 6 | 6 | ||||||
Class A common stock withheld in treasury from restricted share vesting (in shares) | 107,562 | 107,562 | 107,562 | |||||
Class A common stock withheld in treasury from restricted share vesting | $ (4,415) | $ (4,415) | ||||||
Stock-based compensation | 13,170 | 13,170 | ||||||
Contributions (distributions) | (8,930) | 17 | (8,947) | |||||
Ending balance (in shares) at Dec. 31, 2018 | 2,038,475 | 12,387,349 | 2,541,667 | |||||
Ending balance at Dec. 31, 2018 | 143,468 | 94,194 | $ (67,185) | 80,804 | 35,638 | $ 14 | $ 3 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 36,730 | 29,614 | 7,116 | |||||
Issuance of Class A common stock in private offering (in shares) | 625,000 | |||||||
Issuance of Class A common stock in private offering | 7,981 | 7,980 | $ 1 | |||||
Exchange of Series B Membership interest and exchange and cancellation of Class B common stock (in shares) | (625,000) | |||||||
Exchange of Series B Membership interest and exchange and cancellation of Class B common stock | (8,616) | (8,615) | $ (1) | |||||
Issuance of Class A common stock for acquisition consideration (in shares) | 630,000 | |||||||
Issuance of Class A common stock for acquisition consideration | 11,784 | 11,783 | $ 1 | |||||
Repurchases of Class A common stock (in shares) | 1,981,241 | 1,981,241 | 1,981,241 | |||||
Repurchases of Class A common stock | (63,916) | $ (63,916) | ||||||
Issuance of Class A common stock under equity compensation plans (in shares) | 538,393 | |||||||
Issuance of Class A common stock under equity compensation plans | $ 0 | 0 | ||||||
Class A common stock withheld in treasury from restricted share vesting (in shares) | 113,078 | 113,078 | 113,078 | |||||
Class A common stock withheld in treasury from restricted share vesting | $ (2,820) | $ (2,820) | ||||||
Forfeiture of restricted stock held in treasury (in shares) | 43,439 | 43,439 | ||||||
Forfeiture of restricted stock held in treasury | 0 | 1,068 | $ (1,068) | |||||
Issuances of restricted shares from treasury (in shares) | (219,500) | (219,500) | ||||||
Issuances of restricted shares from treasury | 0 | (7,222) | $ 7,222 | |||||
Issuances of Class A common stock from treasury (in shares) | (11,146) | (11,146) | ||||||
Issuances of Class A common stock from treasury | 0 | (367) | $ 367 | |||||
Stock-based compensation | 11,029 | 11,029 | ||||||
Contributions (distributions) | 4,334 | 4,334 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 3,945,587 | 12,273,630 | 1,916,667 | |||||
Ending balance at Dec. 31, 2019 | $ 139,974 | $ 118,465 | $ (127,400) | $ 110,418 | $ 38,473 | $ 16 | $ 2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net income | $ 36,730 | $ 18,964 | $ 26,491 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Stock-based compensation | 10,595 | 12,583 | 7,404 |
Fair value adjustment to contingent acquisition consideration | (3,472) | 0 | 0 |
Provision for allowance for doubtful accounts | 1,200 | 137 | 0 |
Depreciation and amortization | 11,842 | 4,799 | 4,044 |
Deferred financing costs | 307 | 0 | 0 |
Deferred income taxes | 34,665 | (14,135) | 1,343 |
Deferred income taxes related to the Tax Act | 0 | (250) | 12,610 |
Changes in operating assets and liabilities: | |||
(Increase) decrease in accounts receivable, prepaid expenses and other assets | (1,565) | 171 | (533) |
(Increase) decrease in advanced commissions | (17,427) | 6,288 | (2,548) |
Increase in income taxes receivable | (18,210) | 0 | 0 |
Increase in contract asset | (82,147) | (59,989) | 0 |
Increase in accounts payable, accrued expenses and other liabilities | 16,818 | 3,078 | 7,015 |
(Decrease) increase in commission payable | (10,148) | 33,856 | 3,101 |
(Decrease) increase in income taxes payable, net | (15,586) | 14,799 | (1,334) |
(Decrease) increase in due to member pursuant to tax receivable agreement | (1,259) | 1,471 | (531) |
Decrease in due to member related to the Tax Act | 0 | 0 | (11,835) |
Net cash (used in) provided by operating activities | (37,657) | 21,772 | 45,227 |
Investing activities: | |||
Business acquisitions, net of cash acquired | (49,895) | 0 | 0 |
Acquisition of domain name | (8,133) | 0 | 0 |
Capitalized internal-use software and website development costs | (1,616) | (1,601) | (2,956) |
Purchases of property and equipment | (1,160) | (613) | (509) |
Net cash used in investing activities | (60,804) | (2,214) | (3,465) |
Financing activities: | |||
Proceeds from borrowings under credit agreement | 234,000 | 15,000 | 0 |
Payments on borrowings under credit agreement | (70,676) | 0 | 0 |
Payments for noncompete obligation | 0 | 0 | (96) |
Payments related to tax withholding for share-based compensation | (2,820) | (4,415) | (842) |
Issuances of Class A common stock under equity compensation plans | 0 | 6 | 33 |
Purchases of Class A common stock pursuant to share repurchase plan | (63,916) | (55,883) | (4,923) |
Distributions to member | (2,567) | (4,094) | (5,477) |
Net cash provided by (used in) financing activities | 94,021 | (49,386) | (11,305) |
Net (decrease) increase in cash and cash equivalents, and restricted cash | (4,440) | (29,828) | 30,457 |
Cash and cash equivalents, and restricted cash at beginning of period | 25,999 | 55,827 | 25,370 |
Cash and cash equivalents, and restricted cash at end of period | 21,559 | 25,999 | 55,827 |
Cash paid during the period for: | |||
Income taxes, net | 9,230 | 10,299 | 5,310 |
Interest | 4,721 | 1 | 2 |
Non-cash investing activities: | |||
Business acquisition - equity consideration | 11,784 | 0 | 0 |
Business acquisition - contingent consideration | 65,171 | 0 | 0 |
Business acquisition - cash withheld by HIIQ to fund post-closing adjustments | 2,305 | 0 | 0 |
Capitalized stock-based compensation | 434 | 587 | 0 |
Non-cash financing activities: | |||
Change in due to member related to Exchange Agreement | 3,610 | 10,476 | 18,618 |
Change in deferred tax asset related to Exchange Agreement | (2,976) | (11,661) | (20,732) |
Issuance of Class A common stock in a private offering related to Exchange Agreement | 7,981 | 9,232 | 16,487 |
Exchange of Class B membership interests related to Exchange Agreement | (8,616) | (8,048) | (14,374) |
Declared but unpaid distribution to member of Health Plan Intermediaries Holdings, LLC | 0 | 6,666 | 638 |
Reversal of accrued distribution to member of Health Plan Intermediaries Holdings, LLC due to adoption of Sec. 451 (b) proposed regulations | $ (6,901) | $ 0 | $ 0 |
Organization, Basis of Presenta
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies Health Insurance Innovations, Inc. ("HIIQ") is a Delaware corporation incorporated on October 26, 2012. 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 Health Plan Intermediaries Sub, LLC ("HPIS"), its consolidated subsidiary, and (2) after the IPO and related transactions, to Health Insurance Innovations, Inc. and its consolidated subsidiaries. The term "HPIH" refers to the stand-alone entity Health Plan Intermediaries Holdings, LLC. The terms "HealthPocket" or "HP" refer to HealthPocket, Inc., which was acquired by HPIH on July 14, 2014 (and is now wholly owned by Health Insurance Innovations Holdings, LLC, or "HIIH," a wholly owned subsidiary of HPIH formed on December 17, 2018). The term "Benefytt Reinsurance" refers to Benefytt, LLC, a wholly owned subsidiary of HIIH which was formed on May 1, 2019. The term "TogetherHealth" collectively refers to the three subsidiaries TogetherHealth PAP, LLC, TogetherHealth Insurance, LLC, and Rx Helpline, LLC, which were acquired by HPIH on June 5, 2019, and are all wholly owned subsidiaries of HPIH. The term "TIB" refers to Total Insurance Brokers, LLC which was acquired on August 5, 2019 and is wholly owned by HPIH. The term "ASIA" refers to American Service Insurance Agency LLC, a wholly owned subsidiary which was acquired by HPIH on August 8, 2014. HP, HIIH, Benefytt Reinsurance, TogetherHealth, TIB, and ASIA are consolidated subsidiaries of HPIH, which is a consolidated subsidiary of HIIQ. Business Description We are a technology driven distributor of Medicare, health and life insurance products that meet the demands and needs of our consumers. Our business is comprised of two operating segments: Medicare Segment, which includes our offering of Medicare-related health insurance plans, and IFP Segment which includes individual and family health insurance plans ("IFP"), short-term medical ("STM") insurance plans, health benefit insurance plans ("HBIP") and supplemental products which include a variety of additional insurance and non-insurance products. We actively market products to individuals through televised commercials, e-commerce platforms and digital marketing campaigns, strategic marketing partner relationships, and other licensed-agent distribution channels, consisting of both our internal distribution network, and an external distribution network of independently owned and operated distributors. In May 2019, the Company formed Benefytt Reinsurance, a captive reinsurance company which engages in the reinsurance of certain insurers' IFP business that was provided and administered by HIIQ. The current operations of Benefytt Reinsurance are not material to the Company's financial statements. The health insurance products we sell are underwritten by third-party insurance carriers with whom we have no affiliation apart from our contractual relationships. Other than with respect to the activities of Benefytt, we are not an insurer, we assume no underwriting, insurance or reimbursement risk. 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 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. 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. Reclassifications Prior period marketing and advertising expenses included within the consolidated statements of income have been reclassified to conform to the current period presentation. The Company previously reported marketing and advertising expense as a component of selling, general and administrative expenses but now reports these expenses as a separate line item in the consolidated statements of income. Additionally, the Company previously presented deferred revenue as a separate line item in the consolidated balance sheets however, the Company now presents deferred revenue as a component of other current liabilities. Summary of Significant Accounting Policies 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 managing general underwriter, we collect premiums from members and distributors and, after deducting our earned commission and fees, we remit the net funds to our contracted insurance carriers and discount benefit vendors. Where contractually obligated, we hold the unremitted funds in a fiduciary capacity until they are disbursed, and the use of such funds is restricted. 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. Restricted cash at December 31, 2019 and 2018 , was $17.8 million and $16.7 million , respectively. Accounts Receivable Accounts receivable generally represent amounts due to us for either lead sales to vendors or premiums collected by a third-party and are generally considered delinquent 15 days after the due date. If a member payment remains delinquent, the underlying insurance contracts are canceled retroactively. We have not experienced any material credit losses from accounts receivable and have not recognized a significant provision for uncollectible accounts. 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 we offer. For IFP, 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 some distributors for discount benefit plans issued. As a result of adopting ASC 606, Revenue from Contracts with Customers ("ASC 606"), and the related guidance under ASC 340-40, Other Assets and Deferred Costs ("ASC 340"), upon execution of a member's policy, the Company recognizes the expected lifetime commissions to be paid to third-party distributors as an incurred cost to fulfill a contract. The resultant expected lifetime commission, not yet paid, is reported as a liability on the consolidated balance sheet. As members remit their monthly premium to the Company, contractual payments are made to third-party distributors, reducing the associated liability. Advanced commissions, net outstanding as of December 31, 2019 and 2018 , totaled $45.3 million and $29.9 million , respectively. We perform ongoing credit evaluations of our distributors, all of which are located in the United States. We recover the advanced commissions by contractually 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 an allowance for bad debt of $1.2 million and $137,000 as of December 31, 2019 and 2018 , respectively. Generally, commissions earned by third-party distributors on related advances are reduced by 2% of the insurance premium sold which is recognized as a reduction of commissions expense within the consolidated statements of income. The reduction of commission expense related to this practice for the years ended December 31, 2019 , 2018 , and 2017 were $1.4 million , $1.9 million , and $2.3 million , respectively. See Note 4 for additional information relating to advanced commissions. 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 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 . Internal-Use Software 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 3 years . For the years ended December 31, 2019 , 2018 , and 2017 , we capitalized $2.1 million , $2.2 million , and $3.0 million respectively, of costs incurred, consisting primarily of direct labor, in the application development stage of the internal-use software. For the years ended December 31, 2019 , 2018 , and 2017 , there was $2.6 million , $2.6 million and $1.7 million , respectively, of amortization expense 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. Business Combinations Business combinations are accounted for under the acquisition method of accounting. Determining what constitutes a business to qualify as a business combination requires some judgment. The Company determines whether a transaction qualifies as a business combination by applying the definition of a business, which requires the assets acquired and liabilities assumed to be inputs and processes that have the ability to contribute to the creation of outputs. The Company accounts for business combinations under the acquisition method of accounting, which requires the following steps: (i) identifying the acquirer, (ii) determining the acquisition date, (iii) recognizing and measuring the identifiable assets acquired and the liabilities assumed, and (iv) recognizing and measuring goodwill. Management is responsible for determining the appropriate valuation model and estimated fair values, and in doing so, considers a number of factors, including information provided by an outside valuation advisor. Management primarily establishes fair value of acquired intangible assets using the income approach based upon a discounted cash flow model. The income approach requires the use of many assumptions and estimates including future revenues and expenses, as well as discount factors. Contingent consideration liabilities are reported at their estimated fair values based upon probability-weighted present values of the consideration expected to be paid, using significant inputs and estimates. Key assumptions used in these estimates include probability assessments with respect to the likelihood of achieving certain milestones and discount rates consistent with the level of risk of achievement. The fair value of these contingent consideration liabilities are remeasured each reporting period, with changes in the fair value recorded in other expense (income) on the consolidated statements of income. The remeasured liability amount could be significantly different from the amount at the acquisition date, resulting in material charges or credits in future reporting periods. Transaction costs are expensed as incurred. Lease Accounting The Company adopted ASC 842 on January 1, 2019 the date in which the standard became applicable to us. The Company determines if an arrangement contains a lease at inception, by assessing whether there is an identified asset and whether the arrangement contains the right to control the use of the identified asset for a period of time in exchange for consideration. The Company has control of the asset if it has the right to direct the use of the asset and obtains substantially all of the economic benefits from the use of the asset throughout the period of use. The Company classifies a lease as a finance lease when it meets any of the following criteria at the lease commencement date: (i) the lease transfers ownership of the underlying asset to the Company by the end of the lease term; (ii) the lease grants the Company an option to purchase the underlying asset that the Company is reasonably certain to exercise; (iii) the lease term is for the major part of the remaining economic life of the underlying asset (the Company considers a major part to be 75% or more of the remaining economic life of the underlying asset); (iv) the present value of the sum of the lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset (the Company considers substantially all the fair value to be 90% or more of the fair value of the underlying asset amount); or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. When none of the criteria above are met, the Company classifies the lease as an operating lease. On lease commencement date, the Company records a lease asset and lease liability. The lease asset consists of: (i) the amount of the initial lease liability; (ii) any lease payments made to the lessor at or before the lease commencement date, minus any lease incentives received; and (iii) any initial direct cost incurred by the Company. Initial direct costs are incremental costs of a lease that would not have been incurred if the lease had not been obtained and are capitalized as part of the lease asset. The lease liability equals the present value of the future cash payments discounted using the Company's incremental borrowing rate. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company's leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company applied the transition method retrospectively at the beginning of the period of adoption however there was no cumulative-effect adjustment to retained earnings. For arrangements where the Company is the lessee, operating lease assets are included in other assets and operating lease liabilities are included in, other current liabilities, and other liabilities on the consolidated balance sheet as of December 31, 2019. The Company currently does not have any finance leases. Practical expedients The Company has lease arrangements with lease and non-lease components. Upon adoption of the new standard, the Company elected the practical expedient not to separate non-lease components from lease components for the Company’s operating leases. Additionally, the Company applied the package of practical expedients to forgo reassessing certain conclusions reached under legacy GAAP. The Company elected to apply the short-term lease measurement and recognition exemption in which right-of-use assets and lease liabilities are not recognized for short-term leases. Goodwill and Other Intangible Assets Goodwill 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, or whenever events or circumstances indicate a potential for impairment. We evaluate goodwill for impairment annually or more frequently when an event occurs, or when circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, we are then required to perform the quantitative impairment test; otherwise, no further analysis is required. Under the qualitative assessment, we consider various qualitative factors, including macroeconomic conditions, relevant industry and market trends, cost factors, overall financial performance, other entity-specific events and events affecting the reporting unit that could indicate a potential change in the fair value of our reporting unit or the composition of its carrying value. We may also elect to not perform the qualitative assessment, and instead, proceed directly to the quantitative test. The quantitative assessment utilizes both market and income approaches (comparative company and discounted cash flow, respectively) to estimate the fair value of our reporting unit. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected Company growth, pricing, market share, and general economic conditions. If the estimated fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying value exceeds the estimated fair value, a non-cash impairment loss is recognized in the amount of that excess. The Company performed its annual impairment analysis as of October 1, 2019 and 2018 , respectively, and upon completion of the analysis we determined that there was no impairment in either year. See Note 7 for further information on 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 7 for further discussion of our intangible assets. Definite-lived 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 years ended December 31, 2019 and 2018 . Revenue Recognition On December 31, 2018, we adopted ASC 606, the date at which the Company lost its emerging growth company status and the requirements of ASC 606 became effective for us, applied retrospectively to January 1, 2018. We adopted ASC 606 using the modified retrospective transition method applied to contracts that were not completed as of January 1, 2018. Under this transition method, prior period impacts from the adoption of ASC 606 are adjusted to the opening retained earnings balance. Accordingly, results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with ASC 605. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company has identified our customers as the insurance carriers and discount benefit providers with whom we contract. We determine revenue recognition through the following steps: 1. identification of the contract, or contracts, with a customer; 2. identification of the performance obligations in the contract; 3. determination of the transaction price; 4. allocation of the transaction price to the performance obligations in the contract; and 5. recognition of revenue when, or as, we satisfy a performance obligation. The Company has identified one performance obligation, sales and marketing services, as its only obligation for both consumer engagement revenue and the sale of a Medicare insurance policy to a member. Once satisfied, revenue recognition for the sales and marketing services performance obligation is complete and revenue is recorded based on 1) price times quantity of the leads transferred for consumer engagement, or 2) the estimated lifetime commissions of the Medicare policy based on estimated persistency rates for Medicare insurance products. Revenue recorded for this performance obligation is constrained to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. For both Medicare Advantage and Medicare Part D prescription drug plans, we receive a fixed annual payment from our customer once the plan is approved by the carrier and generally a fixed monthly payment beginning with the second plan year. In the first plan year of a Medicare Advantage and Medicare Part D prescription drug plan, after the health insurance carrier approves the application but during the effective year of the plan, we are paid a fixed commission that is prorated for the number of months remaining in the calendar year. Additionally, if the plan is the first Medicare Advantage or Medicare Part D plan issued to the member, we may receive a higher commission rate that covers a full twelve-month period, regardless of the month the plan was effective. We earn commission revenue for Medicare Advantage and Medicare Part D prescription drug plans for which we, or our business process outsourcing partners ("BPO), are the broker of record, typically until either the policy is canceled. We have determined that there are two performance obligations associated with our IFP revenue streams. For the first performance obligation, sales and marketing, the services performed are combined. The Company recognizes revenue for sales and marketing at a point-in-time for the total estimated future collections associated with this performance obligation. The second performance obligation, member management, includes the promises of billing, collecting, and member support services which are combined as a series and recognized over time. As the managing general underwriter and/or broker of IFP, we generally receive all amounts due in connection with the plans we sell and service on behalf of the carriers and discount benefit providers. We collect payment 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 their respective compensation arrangements. Commission rates earned by us for the products we sell are agreed to in advance with the relevant insurance carrier and vary by carrier and policy type. Under our carrier compensation arrangements, the commission rate schedule that is in effect on the policy effective date governs the commissions over the life of the policy. All amounts due to insurance carriers and discount benefit vendors are reported and paid to them in accordance with contractual agreements. See Note 11 for additional disclosures surrounding revenue recognition. Prior to the adoption of ASC 606, we recognized revenue under ASC 605, when persuasive evidence of an arrangement existed, delivery of services had occurred, the sales price was fixed or determinable, and collectibility was reasonably assured. For our Company, this generally meant that we recognized revenue monthly, over the period that policies were in force. Revenue reported for the year ended December 31, 2017 is presented under ASC 605. 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 15 for a description of our valuation methods. The Company’s financial instruments include restricted cash, accounts payable, accrued liabilities, contingent consideration, and long-term debt. The carrying amount of restricted cash, accounts payable and accrued liabilities approximate fair value because of the short-term nature of these instruments. Further, based on the borrowing rates currently available to the Company for loans with similar terms, the Company believes the carrying amount of our borrowings against our credit facility approximates its fair value. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing expenses consist of expenditures related to the procurement of Medicare and IFP sales and the procurement of consumer engagement leads. Advertising and marketing costs include celebrity endorsements, online and televised commercial advertising. 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 stock appreciation rights ("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. 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. 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 selling, general and administrative expense ("SG&A") in the consolidated statements of income. It is possible that a change in the future estimates or assumptions used to determine stock-based compensation expense could have a material impact on the consolidated financial statements. See Note 12 for further discussion of stock-based compensation. 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 HIIQ 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 d |
Business Combinations (Notes)
Business Combinations (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination | Business Combinations TogetherHealth On June 5, 2019, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with RxHelpline, LLC ("RXH"), TogetherHealth PAP, LLC ("THP"), TogetherHealth Insurance, LLC ("THI" and, collectively with RXH and THP, "TogetherHealth"), TogetherHealth Soup, L.P. ("Seller") and certain principals of TogetherHealth, pursuant to which HPIH purchased 100% of the outstanding limited liability company interests of TogetherHealth (the "Interests"). The closing of the transactions contemplated by the Purchase Agreement occurred on June 5, 2019, simultaneous with the signing of the Purchase Agreement. The purchase price for the Interests under the Purchase Agreement was approximately $50.0 million in cash, subject to certain closing and post-closing adjustments (the "Cash Consideration"), the issuance of 630,000 shares of the Company's Class A common stock, and an earn-out agreement pursuant to which the Seller will receive payments over a five -year post-closing period equal to a percentage of the TogetherHealth's gross margin above specified thresholds. Pursuant to the Purchase Agreement, a portion of the cash consideration consisting of $2.5 million was held back by HPIH in order to fund payment of post-closing adjustments to the cash consideration and post-closing indemnification obligations of the parties of which, $500,000 has since been released. The shares issued pursuant to the Purchase Agreement are subject to lock-up agreements pursuant to which the holders thereof are restricted from selling or transferring such shares for a three-year period, subject to a release from the lock-up of one-third of the subject shares on each of the first three anniversary dates of the Purchase Agreement and subject to other release-acceleration provisions and customary exceptions. During the year ended December 31, 2019, we recognized $736,000 in transaction costs related to the acquisition of TogetherHealth. Transaction costs were expensed as incurred and are included in selling, general and administrative expenses in the accompanying consolidated statements of income. This transaction is expected to provide us with additional benefits such as increased and ongoing sales referrals that we will use to convert to policies, or sell externally, which will help facilitate our entry into new markets and revenue streams, such as the market for the distribution of Medicare insurance products to individuals 65 years of age or older. The following table summarizes the fair value of the consideration paid for the acquisition as of June 5, 2019 ($ in thousands): Cash consideration (1) $ 49,852 Class A common stock, at fair value (2) 11,784 Earnout consideration, at fair value (3) 49,298 Settlement of intercompany balances (560 ) Total consideration $ 110,374 (1) Cash consideration was $50.0 million , of which $2.5 million was withheld by HPIH for the payment of post-closing adjustments. Measurement period adjustments resulted in $148,000 for working capital adjustments. (2) The fair value of the Class A common stock derived from the market price of the stock, adjusted to include a discount for lack of marketability due to the trading restrictions pursuant to the Purchase Agreement. (3) Represents the fair value estimate of income-based contingent consideration, which may be realized by the sellers incrementally over five years after the closing date of the acquisition. The fair value of the contingent consideration arrangement as of the acquisition date was estimated using a risk-adjusted probability analysis. As of June 5th, 2019, management estimated the payments to be approximately $97.6 million over the five years however the maximum cash payout is unlimited. For the year ended December 31, 2019, the Company updated its preliminary allocation of the purchase price of the assets and liabilities assumed. The assets and liabilities in the purchase price allocation are stated at fair value based on estimates of fair value using information and assumptions available which management believes are reasonable. The following table summarizes the allocation of the total purchase price for the acquisition: ($ in thousands): Cash $ 179 Accounts receivable and other assets (1) 333 Contract asset (1) 13,506 Property, plant and equipment (1) 34 Intangible asset - brand 430 Intangible asset - BPO relationship 24,700 Goodwill 71,952 Accounts payable, accrued expenses, and other liabilities (1) (760 ) Total $ 110,374 (1) The carrying value of accounts receivable, contract asset, property, plant and equipment, accounts payable and accrued expenses approximated fair value; as such, no adjustments to the accounts were recorded in association with the acquisition. 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 of goodwill is primarily related to the expected results of future operations of TogetherHealth, its existing operational processes, and the experience of the acquired executives. The amount of goodwill that is expected to be deductible for tax purposes is $47.8 million . As a result of acquiring TogetherHealth, our consolidated results of income include the results of TogetherHealth since the acquisition date. TogetherHealth's revenues for the year ended December 31, 2019 were $ 58.2 million . For the year ended December 31, 2019 pre-tax net income was $27.0 million . Pre-tax net income for the year ended December 31, 2019 includes $7.0 million of amortization expense associated with the valuations of the acquired intangible assets noted above. The following unaudited pro forma financial information represents the consolidated financial information as if the acquisition had been included in our consolidated results beginning on the first day of the fiscal year prior to the acquisition date. The pro forma results have been calculated after adjusting the results of the acquired entities to remove intercompany transactions and transaction costs incurred and to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on the first day of the fiscal year prior to the acquisition, together with the consequential tax effects. The pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisitions; the costs to combine the companies' operations; or the costs necessary to achieve these costs savings, operating synergies and revenue enhancements. The pro forma results do not necessarily reflect the actual results of operations of the combined companies under our ownership and operation. ($ in thousands, except per share data) Unaudited Year Ended December 31, 2019 2018 Revenue $ 401,493 $ 393,698 Net income before income taxes 50,412 37,993 Net income 40,717 25,315 Net income attributable to Health Insurance Innovations, Inc. 32,208 17,182 Net income per share - basic 2.84 1.34 Net income per share - diluted 2.63 1.23 Weighted average Class A common shares outstanding Basic 11,351,890 12,830,654 Diluted 12,234,076 14,006,265 Other Acquisitions On July 29, 2019, the Company entered into a Stock Purchase Agreement to acquire the interests of a corporation, which owned and operated a domain name in the insurance industry. The acquisition was accounted for as a purchase of an asset and classified as an intangible asset on the balance sheet. On August 5, 2019, the Company entered into a Membership Interest Purchase Agreement with TIB Florida Holdco, Inc. to acquire 100% of the outstanding limited liability company interests of TIB, a distribution company, to complement our entrance into the business of distributing Medicare. The $22.3 million purchase price of TIB was allocated to the identifiable assets acquired and liabilities assumed based on estimates of their fair value with the excess purchase price of $22.2 million recorded as goodwill. This value of goodwill is primarily related to the expected results of future operations of TIB. The purchase price included an earnout with an estimated fair value of $19.3 million , estimated using a risk-based probability analysis. The earnout agreement stipulates payments of $1.0 million per year for the first three years , if certain gross margin thresholds are met, plus a percentage of the acquired company's gross margin above specified thresholds to be paid over five years . Management estimates the payments to be approximately $72.5 million if all conditions are satisfied however the maximum payout is unlimited. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities As of December 31, 2019 , 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 86.5% 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. As of December 31, 2019 and 2018 , HIIQ holds 100% of the voting power, respectively, and 86.5% and 83.0% of the membership and economic interest in HPIH, respectively. See Note 10 for further information on our ownership structure. |
Advanced Commissions, net
Advanced Commissions, net | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Advanced Commissions, net | Advanced Commissions, net The Company enters into advanced commissions agreements with some of its distributors. Advanced commissions, net as of December 31, 2019 and 2018 were $45.3 million and $29.9 million , respectively. Allowances for uncollectible advanced commissions as of December 31, 2019 and 2018 were $1.2 million and $137,000 , respectively. Certain advances are paid to distributors in amounts equal to the total estimated lifetime commissions expected to be paid. We refer to these agreements as "prepaid commissions." Under ASC 340, at the point of a distributor's sale, the Company is required to record the estimated lifetime commissions expense incurred and payable to the distributor. Consequently, the amounts advanced under these prepaid commission agreements concurrently satisfy the required payable and accordingly there are no outstanding balances related to these prepaid commissions on the consolidated balance sheets. For more information on ASC 606, and the related guidance under ASC 340, see Notes 1 and 11. Revenue Medicare TogetherHealth operates in two aspects of the Medicare insurance business: consumer engagement and Medicare insurance distribution. The consumer engagement business is through a direct-to-consumer platform which connects individuals with licensed insurance distributors serving the Medicare insurance market through inbound live telephone calls via a telephony platform which transfers inbound calls in real time. The Company typically receives a fixed rate for each inbound call that meets agreed upon standards. For Medicare insurance distribution, THP routes inbound calls to HIIQ’s captive distribution and to THI's BPO, who sell Medicare-related health insurance plans on our behalf. The products sold include Medicare Advantage, Medicare Supplement, and Medicare Part D prescription drug plans. The Company recognizes revenue for Medicare insurance and consumer engagement sales up front, at the point in-time in which the performance obligations are satisfied. One of THP’s BPO partners is also the same entity for which we have an agency producer agreement, and therefore the BPO labor costs of $8.5 million are classified as a reduction from revenue in the consolidated statement of income for the year ended December 31, 2019. IFP As the managing general underwriter and/or broker of IFP, we generally receive all amounts due in connection with the plans we sell and service on behalf of the carriers and discount benefit providers. We collect payment 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 their respective compensation arrangements. Commission rates earned by us for the products we sell are agreed to in advance with the relevant insurance carrier and vary by carrier and policy type. Under our carrier compensation arrangements, the commission rate schedule that is in effect on the policy effective date governs the commissions over the life of the policy. All amounts due to insurance carriers and discount benefit vendors are reported and paid to them in accordance with contractual agreements. Disaggregated Revenue The following table presents our revenue, disaggregated by major product type and timing of revenue recognition (in thousands): December 31, 2019 December 31, 2018 Sales and marketing services Member management Total Sales and marketing services Member management Total Revenue by Source Commission revenue (1) STM (2) $ 111,239 $ 3,934 $ 115,173 $ 87,489 $ 2,824 $ 90,313 HBIP 92,343 6,619 98,962 149,986 8,202 158,188 Supplemental (2) 90,592 4,434 95,026 92,523 4,568 97,091 Medicare 57,087 — 57,087 — — — Other — — — — 74 74 Services revenue — 3,715 3,715 — 4,762 4,762 Consumer engagement revenue 11,306 — 11,306 669 — 669 Other revenues 539 — 539 — — — Total revenue $ 363,106 $ 18,702 $ 381,808 $ 330,667 $ 20,430 $ 351,097 Timing of Revenue Recognition Transferred at a point in time $ 363,106 $ — $ 363,106 $ 330,667 $ — $ 330,667 Transferred over time — 18,702 18,702 — 20,430 20,430 Total revenue $ 363,106 $ 18,702 $ 381,808 $ 330,667 $ 20,430 $ 351,097 (1) For the purposes of disaggregated revenue presentation, when additional Discount Benefit products are sold with an STM, HBIP, or supplemental product, the associated revenue for the Discount Benefit products are reported within the STM, HBIP, or supplemental product category depicted within the table. (2) The Company changed its presentation of brokerage revenue during the fourth quarter of 2019. Previously brokerage revenue was reported as a separate line item with the disaggregated revenue table however the Company has reclassified the revenue into the respective STM or supplemental category that the brokerage sales were associated with. Performance Obligations Medicare The Company has identified one performance obligation, sales and marketing services, as its only obligation for both consumer engagement revenue and the distribution of a Medicare insurance policy to a member. Once satisfied, revenue recognition for the sales and marketing services performance obligation is complete and revenue is recorded based on (i) price times quantity of the leads transferred for consumer engagement, or (ii) the expected commissions to be received estimated using the lifetime duration of the Medicare policy which is based on estimated persistency rates for Medicare insurance products. Revenue recorded for this performance obligation is constrained to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. IFP We have identified our customers as insurance carriers and non-insurance plan providers. The Company has identified that it has two performance obligations with respect to the IFP products that it sells. The first performance obligation relates to the sales and marketing services associated with selling a policy to a member, which entails marketing products to prospective members and the sales function. These activities have been combined under one performance obligation as the Company has determined that they are highly interrelated and not-distinct within the context of the contract with the customer. This performance obligation to the customer is deemed complete upon the member's acceptance and signing of all documentation and submitting payment. Once satisfied, revenue recognition for the sales and marketing services performance obligation is complete and revenue is recorded based on the estimated lifetime commissions of the policy based on historical persistency rates. Members generally have the right to refund within the first 30 days of enrolling in a policy. Revenue recorded for this performance obligation is constrained to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The second performance obligation identified for the sale of IFP products relates to the billing, collection, and member support component of a policy, which comprises processing enrollment forms for the member's insurance or discount benefit plan, verifying eligibility for coverage, providing fulfillment documents to members, member support calls, and other support activities. We refer to this performance obligation as "member management." These activities are combined into one performance obligation, as a series, as they are deemed highly interrelated and not-distinct within the context of the contract with the customer. This performance obligation is satisfied over time as the member continues with the policy. Payment is generally collected monthly over the life of the policy. Members generally have the right to cancel their policy at any time. Other Revenues (Over-time) - The Company recognizes services revenues for activities related to contracts solely for billing, collection, and member support, and fees for products which are usage based (e.g. prescription cards), over-time based on a portfolio of products with similar member consumption patterns. Other Revenues (Point-in-time) - The Company recognizes commissions revenue for sales relating to brokerage activities (sales only component) at the point in time in which the performance obligation is satisfied. Other revenue is constrained to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Contract Asset Balances The timing of revenue recognition may differ from the collection of premium from members. For Medicare and IFP products, we recognize revenue for the sales and marketing performance obligation at the point when a member signs up for a policy. For IFP, members are generally required to make monthly payments over the life of the policy, resulting in a contract asset at point of sale for the uncollected premiums (excluding amounts attributed to our customer) but not yet collected from the member. As monthly premiums are received from the member, the contract asset is reduced. Reassessment of Variable Consideration After our initial estimate and constraint of variable consideration is made, in accordance with ASC 606 the Company reassesses its estimate and constraint at the end of each reporting period. As more information about the underlying uncertainties becomes known the Company will make adjustments as required. For IFP product sales, the Company recognizes approximately 95% of the estimated constrained lifetime value of the product at the point-in-time that the sales and marketing services performance obligation is completed. During the year ended December 31, 2019, we recognized a $7.8 million decrease in revenue primarily as a result of a decrease in durations related to the reassessment of variable consideration and changes in estimate due to the cancellations of a portion of the in-force policies sold by Simple Health. The total decrease in revenue was partially offset by increases in durations for all product categories for the rest of the IFP business. To date, there have been no reassessments of variable consideration required for Medicare. Commissions Expense - In connection with the reassessment of variable consideration, the Company also had a change in estimate for the year ended December 31, 2019 which decreased previously recorded commissions expense by $31.6 million . The change in estimate primarily related to distribution and product mix within the supplemental category, a favorable negotiation of a distributor's contract, and a reassessment of certain long-term commission arrangements. The total decrease also includes the associated reduction of commission expense from the decrease in durations for Simple Health as noted above. Remaining Performance Obligations As of December 31, 2019, approximately $16.8 million of member management revenue is expected to be recognized over the next 60 months from the remaining performance obligations for IFP and supplemental contracts. Significant Judgments and Changes in Judgments The most significant inputs involved in the Company's revenue recognition policies are: The (i) stand-alone selling prices ("SSP") of the Company's two performance obligations, and (ii) the average duration that a Medicare or IFP product will remain in force, referred to as persistency, which relates to estimating the transaction price. Judgment is required to determine the SSP for each distinct performance obligation. The Company rarely offers the individual performance obligations identified on a stand-alone basis, so the Company is required to estimate the range of SSP for each performance obligation. The Company determines the SSP using information principally based on a cost-plus-margin approach that includes the consideration of market conditions and other observable inputs. Based on these results, the estimated SSP is set for each performance obligation to our customer. The Company has determined that control passes to the customer for the sales and marketing performance obligation when the member completes the enrollment process and all required deliverables from the Company transfer to the member and initial payment is received. Based on a cost-plus-margin analysis, the Company has determined that approximately 95% of IFP product revenue is attributable to the sales and marketing performance obligation which is recognized at point of enrollment. The Company believes that this allocation faithfully depicts the satisfaction of the sales and marketing performance obligation given historical experience and our understanding of the proportionate level of effort required to perform the sales and marketing performance obligation relative to the member management performance obligation. The Company has determined that control passes to the customer over time for the member management performance obligation. The Company performs the activities required to satisfy this performance obligation on a daily basis, throughout the life of a portfolio of policies in force, and therefore faithfully depicts the transfer of service. To determine the duration of a product, the Company generally uses historical persistency rates to estimate the lifetime duration of a product. In instances where historical persistency is not available, for example, in the case of new product offerings, the Company uses judgment based on the characteristics of similar products sold or management's best estimate based on a combination of market factors or other consumer patterns. Duration estimates include estimates for non-renewals, cancellations, and policy rescissions. The Company applies a discount factor to calculated durations so that it is probable that no significant reversals of revenue will occur. The Company reviews its persistency rates on a quarterly basis to ensure the pattern of recognition reflects actual member retention. The Company will adjust persistency rates as required such that it is probable that no significant reversals of revenue would occur, however management judgment is required in determining the timing of such changes. Contract Costs The Company does not have a material amount of costs to obtain a contract capitalized at any balance sheet date. In general, we incur few direct incremental costs of obtaining new customer contracts. We rarely incur incremental costs to review or otherwise enter into contractual arrangements with customers. In addition, our sales personnel receive fees that we refer to as commissions, but that are based on more than simply signing up new customers. Our sales personnel are required to perform additional duties beyond new customer contract inception, including fulfillment duties and collections efforts. Costs to fulfill a contract include commissions owed to licensed third-party independent distributors. Upon execution of a member's policy, the sales and marketing performance obligation is satisfied and the resultant estimated lifetime commissions costs incurred are expensed and a corresponding commissions payable is recorded on the consolidated balance sheet. As members continue their policy and remit the required monthly premium payments to the Company, the commissions owed to the distributor are paid and the corresponding payable reduced. The Company also periodically enters into contracts with distributors to pay the estimated lifetime value up front and the payment directly offsets the commissions payable. Management judgment is required to estimate total expected lifetime commissions. Similar judgments that drive policy duration generally drive the amount of commissions expense recorded. Management determined that commission costs to fulfill a contract should be expensed concurrently with the satisfaction of the sales and marketing performance obligation. Practical Expedients and Exemptions As part of the adoption of ASC 606, we have elected to utilize practical expedients and exemptions allowable under the guidance. We applied ASC 606 to a portfolio of contracts (or performance obligations) with similar characteristics as we reasonably expected that the effects on the financial statements of applying this guidance to the portfolio would not differ significantly from applying this guidance to the individual contracts (or performance obligations) within that portfolio. Modified Retrospective Transition Adjustments The Company elected to apply the new guidance only to contracts that were not completed as of January 1, 2018, the date of initial application of ASC 606. Impact of ASC 606 Adoption The impact of the adoption of ASC 606 on our consolidated income statement for the year ended December 31, 2018 was as follows ($ in thousands): As Reported Adjustments Balance Without ASC 606 Adoption Revenues (1) $ 351,097 $ 59,988 $ 291,109 Third-party commissions (2) 234,777 50,110 184,667 Income from operations 31,262 9,878 21,384 Net income before income taxes 29,636 9,878 19,758 Provision for income taxes 10,672 9,615 1,057 Net income 18,964 263 18,701 Net income attributable to noncontrolling interests 5,970 83 5,887 Net income attributable to Health Insurance Innovations, Inc. 12,994 180 12,814 Explanation of Changes (1) Adjustments to revenue were significantly driven by the point-in-time recognition of the sales and marketing performance obligation to our customer which represents 95% of the estimated lifetime value of policies sold. Prior to the adoption of ASC 606, revenues were generally recognized monthly over the life of a policy. (2) As a result of adopting ASC 606 and the related guidance under ASC 340, upon execution of a member's policy, the Company recognizes the total expected lifetime commissions to be paid to third-party distributors as an incurred cost to fulfill a contract with our customer. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net, are comprised of the following ($ in thousands): December 31, 2019 2018 Computer equipment $ 1,879 $ 1,218 Furniture and fixtures 734 231 Leasehold improvements 686 482 Website development and internal-use software 12,028 9,978 Total property and equipment 15,327 11,909 Less: Accumulated depreciation 9,912 6,775 Total property and equipment, net $ 5,415 $ 5,134 Depreciation expense, including depreciation related to capitalized website development and internal-use software, was approximately $3.1 million , $3.1 million , and 2.1 million , for the years ended December 31, 2019 , 2018 , and 2017 , respectively. |
Leases (Notes)
Leases (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for real estate and certain equipment. Our leases have remaining lease terms of one to seven years, some of which includes options to extend the lease for up to five years, and some of which include options to terminate the lease within one year. The Company has lease assets of approximately $500,000 reported within other assets on the consolidated balance sheet as of December 31, 2019 . Current lease liabilities of approximately $237,000 are reported within other current liabilities and non-current lease liabilities of approximately $224,000 are reported in other liabilities on the consolidated balance sheet as of December 31, 2019 . Operating lease expense was $680,000 as of December 31, 2019 . The difference between the undiscounted cash flows and the operating lease liabilities recorded on the consolidated balance sheet as of December 31, 2019 is approximately $30,000 . Supplemental cash flow information, as of December 31, 2019 , related to operating leases was as follows ($ in thousands): Cash paid within operating cash flows $ 907 The following table summarizes the future remaining minimum lease payments as of December 31, 2019 ($ in thousands): 2020 $ 252 2021 87 2022 89 2023 50 2024 16 Thereafter — Total minimum lease payments $ 494 The weighted-average remaining lease term and discount rates as of December 31, 2019 are as follows: Weighted-average remaining lease term 2.9 years Weighted-average discount rate 4.31 % The Company had two new operating leases for additional corporate office space that commenced during the first quarter of fiscal year 2020. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table discloses the changes in the carrying amounts of goodwill for each segment for the years ended December 31, 2018 and 2019 ($ in thousands): IFP Medicare Total Balance as of December 31, 2018 $ 41,076 $ — $ 41,076 Goodwill acquired — 94,106 94,106 Balance as of December 31, 2019 $ 41,076 $ 94,106 $ 135,182 There were no additions to goodwill during the year ended December 31, 2018 . No losses on impairment of goodwill were recorded during the years ended December 31, 2019 or 2018 . Goodwill of $83.4 million is deductible for tax purposes. The remaining $51.8 million is not deductible in accordance with federal income tax guidelines. Other Intangible Assets Our other intangible assets arose primarily from the acquisitions described above and consist of a brand, the carrier network, distributor relationships, customer relationships, noncompete agreements, a domain name, and capitalized software. Finite-lived intangible assets are amortized over their useful lives from two to fifteen years. Major classes of intangible assets, net consisted of the following ($ in thousands): Weighted-Average Useful Lives Amortization (years) December 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Intangible Assets, net Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 10.8 $ 1,919 $ (652 ) $ 1,267 $ 1,377 $ (481 ) $ 896 Carrier network — — — — 40 (40 ) — Distributor relationships 0.6 4,059 (3,978 ) 81 4,059 (3,896 ) 163 Noncompete agreements — 45 (45 ) — 987 (987 ) — Customer relationships 2.2 25,396 (7,628 ) 17,768 1,484 (1,183 ) 301 Capitalized software 7.0 8,000 (6,286 ) 1,714 8,571 (5,714 ) 2,857 Total definite lived intangible assets 3.4 39,419 (18,589 ) 20,830 16,518 (12,301 ) 4,217 Domain name 8,133 — 8,133 — — — Total intangible assets $ 47,552 $ (18,589 ) $ 28,963 $ 16,518 $ (12,301 ) $ 4,217 Amortization expense for years ended December 31, 2019 , 2018 , and 2017 , was $8.7 million , $1.7 million , and $2.0 million , respectively. For the year ended December 31, 2019 the weighted average amortization period for the intangibles recorded from the TogetherHealth and TIB acquisitions were 2.0 years and 1.0 year, respectively. Estimated annual pretax amortization for intangibles assets in each of the next five years and thereafter are as follows ($ in thousands): 2020 $ 13,941 2021 5,974 2022 174 2023 114 2024 114 Thereafter 513 Total $ 20,830 Reviews of other intangible assets are performed at each reporting period in accordance with GAAP. No impairments were noted during the years ended December 31, 2019 , 2018 , or 2017 . |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following ($ in thousands): December 31, 2019 2018 Carriers and vendors payable $ 17,876 $ 17,352 Marketing and advertising costs 11,732 2,184 Professional fees 6,064 1,676 Customer care and enrollment costs 4,501 — Legal contingencies 1,469 3,400 Compensation and benefits 5,905 5,045 Acquisition costs 1,305 — Other 2,625 2,740 Total accounts payable and accrued expenses $ 51,477 $ 32,397 Accounts payable and accrued expenses increased significantly due to the Company's expansion into the Medicare business. Other accrued expenses include amounts for general accounts payable, employee leasing and other miscellaneous accruals. The Company updated the categorization of accounts payable and accrued expenses for enhance clarity of the composition of accounts payable and accrued expenses. Amounts reported as of December 31, 2018 have been reclassified to conform with the current year presentation. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt On June 5, 2019 (the "Closing Date"), the Company, through its subsidiary, HPIH, entered into a Credit Agreement (the "Credit Agreement") among HPIH, as the Borrower, the Company and certain of the Company's affiliates as guarantors (the "Guarantors"), Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (the "Administrative Agent"), SunTrust Bank, as Syndication Agent, Royal Bank of Canada, as Co-Documentation Agent, and the other parties identified therein as Lenders (the "Lenders"). The Credit Agreement provides for an aggregate principal amount of up to $215.0 million , which consists of: (i) a $65.0 million , three-year revolving credit facility (the "Revolving Credit Facility"), which includes a $10 million sublimit for the issuance of standby letters of credit (each, a "Letter of Credit") and a $5.0 million sublimit for swingline loans (each, a "Swingline Loan"), and (ii) a $150.0 million term loan facility, all of which was drawn on the Closing Date (the "Term Loan Facility" and, together with the Revolving Credit Facility, the "Senior Credit Facility"). The proceeds of the Senior Credit Facility shall be used for: (i) general corporate purposes, including to fund ongoing working capital needs, capital expenditures, and other lawful corporate purposes, (ii) to refinance the Company's previous Credit Agreement, dated as of July 17, 2017, and (iii) to finance permitted acquisitions. On June 5, 2019, the Company used approximately $65.0 million of the proceeds to refinance the prior credit facility with SunTrust and approximately $50.0 million to fund the cash portion of the purchase price under the TogetherHealth acquisition as detailed in Note 2. The Revolving Credit Facility matures on the third anniversary of the Closing Date, June 5, 2022 (the "Maturity Date"), and the Term Loan Facility is subject to quarterly amortization of principal, with 5% of the initial aggregate term loan to be payable in the first year, 7.5% of the initial aggregate term loan to be payable in the second year, 10% of the initial aggregate term loan to be payable in the final year, and final payment of all amounts outstanding, plus accrued interest, due on the Maturity Date. Borrowings under the Senior Credit Facility (other than for Swingline Loans) can either be, at HPIH's election: (i) at the Base Rate (which is the highest of the Bank of America prime rate, the federal funds rate plus 0.50% , and LIBOR index rate plus 1.00% ) plus the Applicable Margin, or (ii) at LIBOR (as defined in the Credit Agreement) plus the Applicable Margin. The "Applicable Margin" as defined under the Credit Agreement means, (a) until receipt by the Administrative Agent of the compliance certificate for the fiscal quarter ending September 30, 2019, 2.00% per annum, in the case of LIBOR loans, and 1.00% per annum, in the case of Base Rate loans, and (b) thereafter, a percentage determined based upon HPIH's Consolidated Total Leverage Ratio (as defined in the Credit Agreement) ranging from 1.50% to 2.00% , in the case of LIBOR loans, and . 50% to 1.00% , in the case of Base Rate loans. Interest accrued on each Base Rate Loan (as defined in the Credit Agreement) is payable in arrears on the last day of each calendar quarter and on the Maturity Date. Interest accrued on each LIBOR Loan (as defined in the Credit Agreement) is payable on the last day of the applicable interest period, or every three months, whichever comes sooner, and on the Maturity Date. Interest accrued on the unused Revolving Credit Facility is 0.30% per annum. The Senior Credit Facility is secured by a valid and perfected first priority lien and security interest in each of the following: (i) all present and future shares of capital stock of (or other ownership or profits interests in) each of HPIHs' present and future subsidiaries (subject to certain exceptions), (ii) all present and future intercompany debt of HPIH and each Guarantor, (iii) all of the present and future personal property and assets of HPIH and each Guarantor, and (iv) all proceeds and products of the property and assets described in clauses (i), (ii) and (iii) above. The Credit Agreement contains customary covenants, including, but not limited to, (i) a minimum consolidated interest coverage ratio and a maximum consolidated leverage ratio and (ii) restrictions on the incurrence of debt, investments, fundamental changes, sale and leaseback transactions, transactions with affiliates, hedging transactions, restrictive agreements, mergers, consolidations, and sales of assets. The Credit Agreement also includes customary representations and warranties and events of default. The Company was in compliance with all covenants for all periods. The debt maturity schedule for our long-term debt is as follows ($ in thousands): As of Issuance Date Maturity Date December 31, 2019 December 31, 2018 Rate Non-current portion of line of credit June 2019 2022 $ 32,000 $ 15,000 3.94 % Non-current portion of term loan June 2019 2020 - 2022 136,875 — 3.94 % Non-current portion of unamortized debt issuance costs (928 ) — 167,947 15,000 Current portion of term loan June 2019 2020 9,375 — 3.94 % Current portion of line of credit June 2019 2020 2,000 — 5.75 % Current portion of unamortized debt issuance costs (691 ) — $ 178,631 $ 15,000 The aggregate contractual maturities of debt for each of the five fiscal years are as follows ($ in thousands): 2020 2021 2022 2023 2024 Debt repayments $ 11,375 $ 13,125 $ 155,750 $ — $ — As of December 31, 2019 , we had a $180.3 million outstanding balance from borrowings against the Senior Credit Facility and $31.0 million was available to be drawn upon. At December 31, 2018 , we had a $15.0 million outstanding balance from draws on the previous credit facility. As of December 31, 2019 , and 2018, there was $246,000 and $28,000 of accrued interest included in accounts payable and accrued expenses on the consolidated balance sheet related to the Senior Credit Facility and the previous credit facility, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 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 HPIS, of which HPI is the managing member. 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, except as otherwise required by applicable law. As of December 31, 2019 , the Class A common stockholders and Class B common stockholders held 86.5% and 13.5% , respectively, of the voting power in HIIQ. Holders of shares of our Class A common stock have 100% of the economic interest in HIIQ. Holders of Class B common stock do no t have an economic interest in HIIQ. 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 HIIQ, 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, defined below) 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. In connection with each exchange, HPIH cancels the delivered Series B Membership Interests and issues 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 increases. 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. 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 and exchange agreement with Raymond James & Associates, Inc., as the underwriter, and HPI and HPIS, as selling stockholders (the "Selling Stockholders") to exchange Series B Membership Interests and an equal number of shares of our Class B common stock for 1,725,000 shares of Class A common stock to the Selling Stockholders. 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. No shares were sold by the Company in this offering. On March 13, 2017, the Selling Stockholders completed a secondary underwritten public offering of 3,000,000 shares of our Class A common stock under the above-described Form S-3 registration statement. In connection with the offering, on March 8, 2017, we entered into an underwriting agreement with Canaccord Genuity Inc., Cantor Fitzgerald & Co., Northland Securities, Inc., and Lake Street Capital Markets, LLC, collectively as the underwriters, and the Selling Stockholders. Immediately prior to the completion of the offering, we issued 3,000,000 shares of Class A common stock to the Selling Stockholders. In exchange for the issuance of the shares, we immediately acquired 3,000,000 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, immediately after the exchange sold to the underwriter for resale all 3,000,000 shares of Class A common stock. No shares were sold by the Company in this offering. On June 6, 2018, under the Exchange Agreement, HPI exchanged 1,287,000 shares of Class B common stock of HIIQ and 1,287,000 membership interests of HPIH for 1,287,000 shares of Class A common stock of HIIQ. On that same date, HPIS exchanged 13,000 shares of Class B common stock of HIIQ and 13,000 membership interests of HPIH for 13,000 shares of Class A common stock of HIIQ. Following those exchanges, on June 7, 2018, HPI and HPIS initiated a sale for 1,287,000 and 13,000 shares, respectively, of HIIQ's Class A Common stock and sold such shares of Class A common stock in a transaction under Rule 144 for a price of $31.01 per share, with the sale settling on June 11, 2018. On March 22, 2019, under the Exchange Agreement, HPI exchanged 123,750 shares of Class B common stock of HIIQ and 123,750 membership interests of HPIH for 123,750 shares of Class A common stock of HIIQ. On that same date, HPIS exchanged 1,250 shares of Class B common stock of HIIQ and 1,250 membership interests of HPIH for 1,250 shares of Class A common stock of HIIQ. On July 3, 2019, under the Exchange Agreement, HPI exchanged 495,000 shares of Class B common stock and 495,000 membership interests of HPIH for 495,000 shares of Class A common stock. On the same date, HPIS exchanged 5,000 shares of Class B common stock and 5,000 membership interests of HPIH for 5,000 shares of Class A common stock. See Note 17 for further information on the Exchange Agreement and discussion of transaction effects on the tax receivable agreement we previously 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 HIIQ 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, 2019 , and 2018 , we held 3,945,587 and 2,038,475 shares of treasury stock, respectively, recorded at a cost of $127.4 million and $67.2 million , respectively. Share Repurchase Program On October 13, 2017, the Company's Board of Directors authorized a share repurchase program for up to $50 million of the Company's outstanding Class A common stock, subsequently increased by an additional $200 million under the Board of Directors authority on March 14, 2019. The share repurchase authorization permits the Company to periodically repurchase shares for cash through October 2020 in open market purchases, block transactions and privately negotiated transactions in accordance with applicable federal securities laws. The actual timing, number and value of shares repurchased under the program will be determined by the Company's management at its discretion and will depend on a number of factors, including the market price of the Company's Class A common stock, general market and economic conditions, regulatory requirements, capital availability and compliance with the terms of the Credit Agreement. Repurchases under the program will be funded from one or a combination of existing cash balances, future free cash flow, and indebtedness. There is no guarantee as to the number of shares that will be repurchased, and the repurchase program may be extended, suspended or discontinued at any time without notice at the Company's discretion. Under the stock repurchase program, the Company has elected to adopt a Rule 10b5-1 share repurchase plan under the Securities Exchange Act of 1934, as amended (a "10b5-1 Plan"). A 10b5-1 Plan allows the Company to repurchase its shares at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. Because repurchases under a 10b5-1 Plan are expected to be subject to certain pricing parameters, there is no guarantee as to the exact number of shares that would be repurchased under a 10b5-1 Plan. During the year ended December 31, 2019 , we repurchased, in open-market transactions (including sales under a 10b5-1 plan), 1,981,241 shares of our registered Class A common stock under our Repurchase Plan at an average price per share of $32.23 . During the year ended December 31, 2018 , there were 1,550,136 shares of Class A common stock repurchased at an average price per share of $36.05 . Registration Statement on Form S-3 On May 5, 2017, the Company filed a registration statement on Form S-3, which was declared effective by the SEC on May 19, 2017, to offer and sell, from time to time, up to $150.0 million of any combination of debt securities, Class A common stock, preferred stock, warrants, subscription rights, units, or purchase contracts as described in the related prospectus. Securities may be sold in one or more classes or series and in amounts, at prices and on terms that we will determine at the times of the offerings and we may offer the securities independently or together in any combination for sale directly to purchasers or through underwriters, dealers or agents to be designated at a future date. We intend to use the net proceeds from the sale of the securities for general corporate purposes, including potentially expanding existing businesses, acquiring businesses and investing in other business opportunities. At December 31, 2019 the Company had not sold any securities under this registration statement. 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 years ended December 31, 2019 and 2018 , there were 113,078 and 107,562 respective shares transferred to Treasury as a result of surrendered shares for tax obligations of participants under our Long Term Incentive Plan. During the year ended December 31, 2019 , there were 43,439 shares transferred to Treasury as the result of forfeitures of restricted stock awards. There were no forfeitures during the year ended December 31, 2018. See Note 12 for further information on our Long Term Incentive Plan. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Advanced Commissions, net The Company enters into advanced commissions agreements with some of its distributors. Advanced commissions, net as of December 31, 2019 and 2018 were $45.3 million and $29.9 million , respectively. Allowances for uncollectible advanced commissions as of December 31, 2019 and 2018 were $1.2 million and $137,000 , respectively. Certain advances are paid to distributors in amounts equal to the total estimated lifetime commissions expected to be paid. We refer to these agreements as "prepaid commissions." Under ASC 340, at the point of a distributor's sale, the Company is required to record the estimated lifetime commissions expense incurred and payable to the distributor. Consequently, the amounts advanced under these prepaid commission agreements concurrently satisfy the required payable and accordingly there are no outstanding balances related to these prepaid commissions on the consolidated balance sheets. For more information on ASC 606, and the related guidance under ASC 340, see Notes 1 and 11. Revenue Medicare TogetherHealth operates in two aspects of the Medicare insurance business: consumer engagement and Medicare insurance distribution. The consumer engagement business is through a direct-to-consumer platform which connects individuals with licensed insurance distributors serving the Medicare insurance market through inbound live telephone calls via a telephony platform which transfers inbound calls in real time. The Company typically receives a fixed rate for each inbound call that meets agreed upon standards. For Medicare insurance distribution, THP routes inbound calls to HIIQ’s captive distribution and to THI's BPO, who sell Medicare-related health insurance plans on our behalf. The products sold include Medicare Advantage, Medicare Supplement, and Medicare Part D prescription drug plans. The Company recognizes revenue for Medicare insurance and consumer engagement sales up front, at the point in-time in which the performance obligations are satisfied. One of THP’s BPO partners is also the same entity for which we have an agency producer agreement, and therefore the BPO labor costs of $8.5 million are classified as a reduction from revenue in the consolidated statement of income for the year ended December 31, 2019. IFP As the managing general underwriter and/or broker of IFP, we generally receive all amounts due in connection with the plans we sell and service on behalf of the carriers and discount benefit providers. We collect payment 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 their respective compensation arrangements. Commission rates earned by us for the products we sell are agreed to in advance with the relevant insurance carrier and vary by carrier and policy type. Under our carrier compensation arrangements, the commission rate schedule that is in effect on the policy effective date governs the commissions over the life of the policy. All amounts due to insurance carriers and discount benefit vendors are reported and paid to them in accordance with contractual agreements. Disaggregated Revenue The following table presents our revenue, disaggregated by major product type and timing of revenue recognition (in thousands): December 31, 2019 December 31, 2018 Sales and marketing services Member management Total Sales and marketing services Member management Total Revenue by Source Commission revenue (1) STM (2) $ 111,239 $ 3,934 $ 115,173 $ 87,489 $ 2,824 $ 90,313 HBIP 92,343 6,619 98,962 149,986 8,202 158,188 Supplemental (2) 90,592 4,434 95,026 92,523 4,568 97,091 Medicare 57,087 — 57,087 — — — Other — — — — 74 74 Services revenue — 3,715 3,715 — 4,762 4,762 Consumer engagement revenue 11,306 — 11,306 669 — 669 Other revenues 539 — 539 — — — Total revenue $ 363,106 $ 18,702 $ 381,808 $ 330,667 $ 20,430 $ 351,097 Timing of Revenue Recognition Transferred at a point in time $ 363,106 $ — $ 363,106 $ 330,667 $ — $ 330,667 Transferred over time — 18,702 18,702 — 20,430 20,430 Total revenue $ 363,106 $ 18,702 $ 381,808 $ 330,667 $ 20,430 $ 351,097 (1) For the purposes of disaggregated revenue presentation, when additional Discount Benefit products are sold with an STM, HBIP, or supplemental product, the associated revenue for the Discount Benefit products are reported within the STM, HBIP, or supplemental product category depicted within the table. (2) The Company changed its presentation of brokerage revenue during the fourth quarter of 2019. Previously brokerage revenue was reported as a separate line item with the disaggregated revenue table however the Company has reclassified the revenue into the respective STM or supplemental category that the brokerage sales were associated with. Performance Obligations Medicare The Company has identified one performance obligation, sales and marketing services, as its only obligation for both consumer engagement revenue and the distribution of a Medicare insurance policy to a member. Once satisfied, revenue recognition for the sales and marketing services performance obligation is complete and revenue is recorded based on (i) price times quantity of the leads transferred for consumer engagement, or (ii) the expected commissions to be received estimated using the lifetime duration of the Medicare policy which is based on estimated persistency rates for Medicare insurance products. Revenue recorded for this performance obligation is constrained to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. IFP We have identified our customers as insurance carriers and non-insurance plan providers. The Company has identified that it has two performance obligations with respect to the IFP products that it sells. The first performance obligation relates to the sales and marketing services associated with selling a policy to a member, which entails marketing products to prospective members and the sales function. These activities have been combined under one performance obligation as the Company has determined that they are highly interrelated and not-distinct within the context of the contract with the customer. This performance obligation to the customer is deemed complete upon the member's acceptance and signing of all documentation and submitting payment. Once satisfied, revenue recognition for the sales and marketing services performance obligation is complete and revenue is recorded based on the estimated lifetime commissions of the policy based on historical persistency rates. Members generally have the right to refund within the first 30 days of enrolling in a policy. Revenue recorded for this performance obligation is constrained to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The second performance obligation identified for the sale of IFP products relates to the billing, collection, and member support component of a policy, which comprises processing enrollment forms for the member's insurance or discount benefit plan, verifying eligibility for coverage, providing fulfillment documents to members, member support calls, and other support activities. We refer to this performance obligation as "member management." These activities are combined into one performance obligation, as a series, as they are deemed highly interrelated and not-distinct within the context of the contract with the customer. This performance obligation is satisfied over time as the member continues with the policy. Payment is generally collected monthly over the life of the policy. Members generally have the right to cancel their policy at any time. Other Revenues (Over-time) - The Company recognizes services revenues for activities related to contracts solely for billing, collection, and member support, and fees for products which are usage based (e.g. prescription cards), over-time based on a portfolio of products with similar member consumption patterns. Other Revenues (Point-in-time) - The Company recognizes commissions revenue for sales relating to brokerage activities (sales only component) at the point in time in which the performance obligation is satisfied. Other revenue is constrained to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Contract Asset Balances The timing of revenue recognition may differ from the collection of premium from members. For Medicare and IFP products, we recognize revenue for the sales and marketing performance obligation at the point when a member signs up for a policy. For IFP, members are generally required to make monthly payments over the life of the policy, resulting in a contract asset at point of sale for the uncollected premiums (excluding amounts attributed to our customer) but not yet collected from the member. As monthly premiums are received from the member, the contract asset is reduced. Reassessment of Variable Consideration After our initial estimate and constraint of variable consideration is made, in accordance with ASC 606 the Company reassesses its estimate and constraint at the end of each reporting period. As more information about the underlying uncertainties becomes known the Company will make adjustments as required. For IFP product sales, the Company recognizes approximately 95% of the estimated constrained lifetime value of the product at the point-in-time that the sales and marketing services performance obligation is completed. During the year ended December 31, 2019, we recognized a $7.8 million decrease in revenue primarily as a result of a decrease in durations related to the reassessment of variable consideration and changes in estimate due to the cancellations of a portion of the in-force policies sold by Simple Health. The total decrease in revenue was partially offset by increases in durations for all product categories for the rest of the IFP business. To date, there have been no reassessments of variable consideration required for Medicare. Commissions Expense - In connection with the reassessment of variable consideration, the Company also had a change in estimate for the year ended December 31, 2019 which decreased previously recorded commissions expense by $31.6 million . The change in estimate primarily related to distribution and product mix within the supplemental category, a favorable negotiation of a distributor's contract, and a reassessment of certain long-term commission arrangements. The total decrease also includes the associated reduction of commission expense from the decrease in durations for Simple Health as noted above. Remaining Performance Obligations As of December 31, 2019, approximately $16.8 million of member management revenue is expected to be recognized over the next 60 months from the remaining performance obligations for IFP and supplemental contracts. Significant Judgments and Changes in Judgments The most significant inputs involved in the Company's revenue recognition policies are: The (i) stand-alone selling prices ("SSP") of the Company's two performance obligations, and (ii) the average duration that a Medicare or IFP product will remain in force, referred to as persistency, which relates to estimating the transaction price. Judgment is required to determine the SSP for each distinct performance obligation. The Company rarely offers the individual performance obligations identified on a stand-alone basis, so the Company is required to estimate the range of SSP for each performance obligation. The Company determines the SSP using information principally based on a cost-plus-margin approach that includes the consideration of market conditions and other observable inputs. Based on these results, the estimated SSP is set for each performance obligation to our customer. The Company has determined that control passes to the customer for the sales and marketing performance obligation when the member completes the enrollment process and all required deliverables from the Company transfer to the member and initial payment is received. Based on a cost-plus-margin analysis, the Company has determined that approximately 95% of IFP product revenue is attributable to the sales and marketing performance obligation which is recognized at point of enrollment. The Company believes that this allocation faithfully depicts the satisfaction of the sales and marketing performance obligation given historical experience and our understanding of the proportionate level of effort required to perform the sales and marketing performance obligation relative to the member management performance obligation. The Company has determined that control passes to the customer over time for the member management performance obligation. The Company performs the activities required to satisfy this performance obligation on a daily basis, throughout the life of a portfolio of policies in force, and therefore faithfully depicts the transfer of service. To determine the duration of a product, the Company generally uses historical persistency rates to estimate the lifetime duration of a product. In instances where historical persistency is not available, for example, in the case of new product offerings, the Company uses judgment based on the characteristics of similar products sold or management's best estimate based on a combination of market factors or other consumer patterns. Duration estimates include estimates for non-renewals, cancellations, and policy rescissions. The Company applies a discount factor to calculated durations so that it is probable that no significant reversals of revenue will occur. The Company reviews its persistency rates on a quarterly basis to ensure the pattern of recognition reflects actual member retention. The Company will adjust persistency rates as required such that it is probable that no significant reversals of revenue would occur, however management judgment is required in determining the timing of such changes. Contract Costs The Company does not have a material amount of costs to obtain a contract capitalized at any balance sheet date. In general, we incur few direct incremental costs of obtaining new customer contracts. We rarely incur incremental costs to review or otherwise enter into contractual arrangements with customers. In addition, our sales personnel receive fees that we refer to as commissions, but that are based on more than simply signing up new customers. Our sales personnel are required to perform additional duties beyond new customer contract inception, including fulfillment duties and collections efforts. Costs to fulfill a contract include commissions owed to licensed third-party independent distributors. Upon execution of a member's policy, the sales and marketing performance obligation is satisfied and the resultant estimated lifetime commissions costs incurred are expensed and a corresponding commissions payable is recorded on the consolidated balance sheet. As members continue their policy and remit the required monthly premium payments to the Company, the commissions owed to the distributor are paid and the corresponding payable reduced. The Company also periodically enters into contracts with distributors to pay the estimated lifetime value up front and the payment directly offsets the commissions payable. Management judgment is required to estimate total expected lifetime commissions. Similar judgments that drive policy duration generally drive the amount of commissions expense recorded. Management determined that commission costs to fulfill a contract should be expensed concurrently with the satisfaction of the sales and marketing performance obligation. Practical Expedients and Exemptions As part of the adoption of ASC 606, we have elected to utilize practical expedients and exemptions allowable under the guidance. We applied ASC 606 to a portfolio of contracts (or performance obligations) with similar characteristics as we reasonably expected that the effects on the financial statements of applying this guidance to the portfolio would not differ significantly from applying this guidance to the individual contracts (or performance obligations) within that portfolio. Modified Retrospective Transition Adjustments The Company elected to apply the new guidance only to contracts that were not completed as of January 1, 2018, the date of initial application of ASC 606. Impact of ASC 606 Adoption The impact of the adoption of ASC 606 on our consolidated income statement for the year ended December 31, 2018 was as follows ($ in thousands): As Reported Adjustments Balance Without ASC 606 Adoption Revenues (1) $ 351,097 $ 59,988 $ 291,109 Third-party commissions (2) 234,777 50,110 184,667 Income from operations 31,262 9,878 21,384 Net income before income taxes 29,636 9,878 19,758 Provision for income taxes 10,672 9,615 1,057 Net income 18,964 263 18,701 Net income attributable to noncontrolling interests 5,970 83 5,887 Net income attributable to Health Insurance Innovations, Inc. 12,994 180 12,814 Explanation of Changes (1) Adjustments to revenue were significantly driven by the point-in-time recognition of the sales and marketing performance obligation to our customer which represents 95% of the estimated lifetime value of policies sold. Prior to the adoption of ASC 606, revenues were generally recognized monthly over the life of a policy. (2) As a result of adopting ASC 606 and the related guidance under ASC 340, upon execution of a member's policy, the Company recognizes the total expected lifetime commissions to be paid to third-party distributors as an incurred cost to fulfill a contract with our customer. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | 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 the LTIP. The LTIP reserves 5,250,000 shares of Class A common stock for issuance of which at December 31, 2019 , there were approximately 725,000 remaining shares available for grant. Restricted Stock Awards 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 vest over a three - or four -year period. The fair value of restricted stock awards is measured based on the grant date closing price of our Class A common stock. The table below summarizes activity regarding unvested restricted stock under the LTIP (all amounts in thousands, except per share data): Number of Shares Outstanding Weighted-Average Grant Date Fair Value ($ per share) Restricted stock unvested at January 1, 2017 386 $ 8.52 Granted 880 22.02 Vested (139 ) 8.68 Forfeited (3 ) 21.95 Restricted stock unvested at December 31, 2017 1,124 19.04 Granted 83 42.92 Vested (316 ) 22.25 Forfeited (35 ) 21.95 Restricted stock unvested at December 31, 2018 856 22.12 Granted 547 28.66 Vested (318 ) 19.82 Forfeited (43 ) 25.31 Restricted stock unvested at December 31, 2019 1,042 25.97 We realized income tax benefits of $306,000 , $993,000 and $437,000 from activity involving restricted shares for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The total grant date fair value of restricted stock that vested for the years ended December 31, 2019 , 2018 , and 2017 was $6.3 million , $7.0 million and $1.2 million , respectively. Stock Appreciation Rights The table below summarizes SARs activity under the LTIP (all amounts in thousands, except per share data): SARs Weighted-Average Exercise Price ($) Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (a) ($) Outstanding at January 1, 2017 2,229 $ 6.80 5.0 $ 24,640 Granted 251 26.16 — — Exercised (b)(c) (1,412 ) 5.56 — 21,524 Forfeited (20 ) 11.17 — 112 Outstanding at December 31, 2017 1,048 13.02 5.2 13,104 Granted — — — — Exercised (b)(c) (163 ) 9.85 — 5,420 Forfeited (8 ) 31.00 — 193 Outstanding at December 31, 2018 877 13.46 3.1 11,984 Granted 50 23.40 — — Exercised (b)(c) (153 ) 13.49 — — Forfeited (13 ) 31.00 — — Outstanding at December 31, 2019 761 13.70 2.9 5,624 Exercisable at December 31, 2019 602 11.23 2.3 5,361 (a) The intrinsic value of a SAR is the amount by which the market value of the underlying stock exceeds the exercise price of the SAR 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 74,334 , 125,868 , and 1,028,767 shares issued during 2019 , 2018 , and 2017 , respectively, related to the exercise of SARs. (c) There was $162,000 , $78,000 and $3.8 million of tax benefit recognized in 2019 , 2018 and 2017 respectively, related to stock-based compensation for SARs. During the year ended December 31, 2019 , the weighted-average grant date fair value per share of stock-based compensation granted to employees during the period was $23.40 per share. During the year ended December 31, 2017 , the weighted-average grant date fair value per share of stock-based compensation granted to employees during the period was $14.08 per share. The total fair value of SARs that vested for the year ended December 31, 2017 was $1.1 million . Stock Options The table below summarizes stock option activity under the LTIP (all amounts in thousands, except per share data): Stock options Weighted-Average Exercise Price ($) Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (a) ($) Outstanding at January 1, 2017 40 $ 1.08 6.5 $ 668 Granted — — — — Exercised (b)(c) (30 ) 1.08 — 694 Forfeited or expired — — — — Outstanding at December 31, 2017 10 1.09 5.5 223 Granted — — — — Exercised (b)(c) (6 ) 1.10 — 220 Forfeited or expired — — — — Outstanding at December 31, 2018 4 1.07 4.2 91 Granted — — — — Exercised (b)(c) — — — — Forfeited or expired — — — — Outstanding at December 31, 2019 4 12.13 3.3 25 Exercisable at December 31, 2019 4 12.13 3.3 25 (a) The intrinsic value of a stock option is the amount by which the market value of the underlying stock 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 no shares issued in 2019 for the exercise of options. During 2018 and 2017 respectively, 5,782 , and 30,498 shares were issued related to exercises of stock options. (c) There was no tax benefit recognized in 2019 , 2018 , or 2017 related to stock-based compensation for stock options. All stock options were fully vested for the year ended December 31, 2019 . The total fair value of stock options that vested for the years ended December 31, 2018 and 2017 was $6,000 , and $92,000 respectively. Accounting for Stock-Based Compensation The Black-Scholes option-pricing model was used for SARs granted or modified with the following weighted-average assumptions: Year Ended December 31, 2019 2018 2017 Risk-free rate 1.6 % 2.3 % 1.8 % Expected life 4.8 years 0.3 years 4.7 years Expected volatility 72.8 % 44.6 % 64.8 % Expected dividend none none none The following table summarizes stock-based compensation expense ($ in thousands): Year Ended December 31, 2019 2018 2017 Restricted shares $ 10,351 $ 10,925 $ 5,760 SARs 678 2,245 1,628 Stock options — — 16 Less: amounts capitalized for internal-use software (434 ) (587 ) — Total $ 10,595 $ 12,583 $ 7,404 As of December 31, 2019 , there was $12.2 million of total unrecognized stock-based compensation expense related to unvested awards granted under the Company's LTIP; that cost is expected to be recognized over a weighted-average period of 2.1 years . This amount does not include the cost of any additional awards that may be granted in future periods nor any changes in our forfeiture rate. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax We are the sole managing member of HPIH. HPIH is treated as a partnership for U.S. federal, and most applicable state and local income tax purposes. As a partnership, HPIH is not subject to entity-level federal or state income taxation. Any taxable income or loss generated by HPIH is passed through to, and included in, the taxable income or loss of its members, including us, on a pro rata basis. We are subject to U.S. federal, state and local income taxes on our allocable share of net taxable income or loss of HPIH, as well as any stand-alone income or loss generated by HIIQ. HIIQ's subsidiaries HP and Benefytt, which consolidate with our wholly-owned holding company HIIH, are subject to U.S. federal, state and local income taxes separately from HIIQ due to the ownership structure. The provision (benefit) for income tax consisted of the following components ($ in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ (19,058 ) $ 19,429 $ 2,473 State (5,514 ) 5,619 385 Total current taxes (24,572 ) 25,048 2,858 Deferred: Federal 26,887 (10,726 ) 13,264 State 7,778 (3,650 ) 696 Total deferred taxes 34,665 (14,376 ) 13,960 Income taxes $ 10,093 $ 10,672 $ 16,818 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. As previously disclosed, the adoption of ASC 606 in 2018 triggered a deferred tax liability for the additional revenue to be recorded for tax starting in 2018. The Company intended to recognize this adjustment for tax purposes over the four years as allowed under IRC Section 481(a). On September 9, 2019, the IRS and Treasury released Section 451(b) proposed regulations that provide guidance for taxpayers on the timing of recognizing income for tax purposes. The Company currently records GAAP revenue based on members’ expected lifetime collections, not solely current period collections. However, under the proposed Section 451 tax regulations, these forecasted revenues should not be considered for U.S. federal income tax purposes as these forecasted revenues are contingent on the occurrence or nonoccurrence of a future event. While these proposed regulations are not authoritative and are subject to change in the regulatory review process, they can be indicative of current IRS and Treasury views. The Company elected to adopt these proposed regulations during the third quarter of 2019, resulting in a change in estimate and the reversal of the IRC Section 481(a) adjustment and other adjustments related to the deferral of revenue for tax purposes during the three months ended September 30, 2019. This change resulted in the release of the previously established valuation allowance on its investment in HPIH. For the year ended December 31, 2019, the change in the valuation allowance decreased HIIQ’s tax provision by $1.8 million . The items accounting for differences between the federal statutory income tax rate and our effective tax rate are as follows (in %): Year Ended December 31, 2019 2018 2017 U.S. federal income tax rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal tax benefits 4.1 % 3.2 % 3.1 % Tax Act — % (0.8 )% 18.7 % Valuation allowance (2.6 )% 19.4 % (10.6 )% Operations of nontaxable subsidiary (3.2 )% (4.0 )% (8.0 )% Stock-based compensation 0.9 % (3.6 )% — % Non-deductible or non-taxable items 1.1 % 0.7 % 0.1 % Other 0.3 % 0.1 % 0.5 % Total 21.6 % 36.0 % 38.8 % On a standalone basis, the effective tax rate for the year ended December 31, 2019 for HIIQ and HIIH was 20.1% and 0.0% , respectively. Deferred income taxes consisted of the following as of December 31, 2019 and 2018 ($ in thousands): Year Ended December 31, 2019 2018 Deferred tax assets: Investment in subsidiary $ (21,596 ) $ 20,922 Tax receivable agreement 7,428 6,891 Stock compensation 1,862 1,551 Net operating loss carryforwards 15,242 6,335 Allowance for doubtful accounts — 4 Other 23 106 Total deferred tax assets 2,959 35,809 Less valuation allowances (6,580 ) (7,651 ) Deferred tax (liability) asset, net of valuation allowance (3,621 ) 28,158 Deferred tax liabilities: Identifiable intangible assets (631 ) (914 ) Stock compensation (1,444 ) (1,274 ) Other (26 ) (3 ) Deferred tax (liability) asset, net $ (5,722 ) $ 25,967 As of December 31, 2019 , the Company had a net deferred tax liability totaling approximately $5.7 million . Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. 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. At December 31, 2019 , HIIQ had approximately $33.2 million of federal and state net operating loss carryforwards. As of December 31, 2018, HIIQ had no federal or state net operating loss carryforwards. At December 31, 2019 and 2018 , HP had approximately $30.1 million and $28.1 million , respectively, of federal and state net operating loss carryforwards. These carryforwards are generally available through 2037 and start expiring in 2033. The 20-year limitation was eliminated for losses generated after December 31, 2017, giving the Company the ability to carry forward losses indefinitely. However, net operating loss carryforwards arising after December 31, 2017, will now be limited to 80 percent of taxable income. All of HIIQ's net operating losses were generated after December 31, 2017. The Tax Act On December 22, 2017, prior to the end of the Company's 2017 fiscal year, the President of the United States signed into law H.R. 1, referred to as the "Tax Act." The Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 118 ("SAB 118") on December 22, 2017. We completed our analysis of the impacts of U.S. tax reform in the fourth quarter of 2018 and recognized an approximate $250,000 reduction to the provisional tax amounts recorded in the fourth quarter of 2017, which is included as a component of income tax expense from continuing operations. The reduction of the U.S. federal tax rate from 35% to 21% resulted in tax expense of $12.6 million recognized in 2017 due to the re-measurement of our deferred tax assets. The reduction of the federal tax rate also resulted in a one-time increase to income of $11.8 million in 2017 due to the reduction of the Tax Receivable Agreement ("TRA") liability. The overall net impact of these amounts reduced earnings by $775,000 . The reduction in the tax rate also impacts the Company's tax expense in periods beginning in 2018. See Note 17 for information on the TRA. Uncertain Tax Positions 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, 2019 , and 2018 , respectively, we did no t 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. 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, 2019 and 2018 , respectively. The Company's 2015 through 2018 tax years remain subject to examination by tax authorities. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income per Share The computations of basic and diluted net income per share attributable to HIIQ were as follows ($ in thousands, except share and per share data): Year Ended December 31, 2019 2018 2017 Basic net income attributable to Health Insurance Innovations, Inc. $ 29,614 $ 12,994 $ 17,885 Weighted average shares—basic 11,084,356 12,200,654 10,970,995 Effect of dilutive securities: Restricted shares 496,157 606,066 340,141 SARs 384,198 563,891 606,029 Stock options 1,831 5,654 20,560 Weighted average shares—diluted 11,966,542 13,376,265 11,937,725 Basic net income per share attributable to Health Insurance Innovations, Inc. $ 2.67 $ 1.07 $ 1.63 Diluted net income per share attributable to Health Insurance Innovations, Inc. $ 2.47 $ 0.97 $ 1.50 Potential common shares are included in the diluted net income 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, 2019 2018 2017 Restricted shares 41 50 860 SARs 4 80 251 Additionally, potential common stock totaling 1,916,667 shares at December 31, 2019 , 2,541,667 shares at December 31, 2018 , and 3,841,667 shares at December 31, 2017 , were issuable under the Exchange Agreement and were not included in diluted shares because such inclusion would be antidilutive. See Note 10 for further details on the Exchange Agreement. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
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. Below is a description of our valuation methods. Contingent consideration for business acquisition. Contingent consideration is related to the acquisitions of TogetherHealth and our captive distribution company as described in Note 2. These acquisitions include periodic cash payments and are valued using external valuation specialists. The inputs include discount rates reflecting the credit risk, and the probability of the underlying outcome of the results required by TogetherHealth and the captive, for us to make payments and the nature of such payments. The underlying outcomes are subject to the target results in the respective instruments or agreement. These liabilities are included in Level 3 of the fair value hierarchy. The fair values of our contingent consideration arrangements are sensitive to changes in forecasts and discount rates. 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, accounts payable and accrued expenses, and debt as of December 31, 2019 and 2018 , 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, 2019 , our liabilities measured at fair value were as follows ($ in thousands): Fair Value Measurement as of December 31, 2019 Carrying Value as of Level 1 Level 2 Level 3 Liabilities: Contingent consideration $ 65,171 $ — $ — $ 65,171 $ 65,171 $ — $ — $ 65,171 As of December 31, 2018 , there were no liabilities measured at fair value. A summary of the changes in the fair value of liabilities that have been classified in Level 3 of the fair value hierarchy was as follows ($ in thousands): Contingent Acquisition Consideration Balance as of December 31, 2018 $ — Increase in contingent consideration liability from business acquisitions 68,643 Change in fair value of contingent consideration recognized in earnings (3,472 ) Balance as of December 31, 2019 $ 65,171 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Reporting 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") in deciding how to allocate resources and in assessing performance. Our President and Chief Executive Officer is our named CODM. The CODM reviews our Company information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. As of December 31, 2019 , we have two reportable operating segments within our operating platform: Medicare and IFP. To determine the Company's reportable operating segments, we consider the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information used by the CODM to evaluate the results of operations. Components with similar economic characteristics, products and services, customers, distribution methods and operational processes that operate in a similar regulatory environment are combined. The accounting policies of the segments are the same as those described in Note 1, “Summary of Significant Accounting Policies.” The Company evaluates the performance of its reportable segments based on segment sales and segment operating income. Operating income for each segment includes sales to third parties and related operating expenses directly attributable to the segment. SG&A expenses are included in the segment in which the expenditures are incurred. Operating income for each segment excludes certain expenses managed outside the reportable segments which include various expenses such as corporate expenses, certain share-based compensation expenses, income taxes, various nonrecurring charges and other separately managed general and administrative costs. The Company does not include intercompany transfers between segments for management reporting purposes. The following table presents a summary of our operating results by segment for the year ended December 31, 2019 ($ in thousands): Year Ended December 31, 2019 Revenue Medicare revenue $ 67,770 IFP revenue 314,038 Total revenue $ 381,808 Segment profit Medicare profit $ 32,078 IFP profit 66,784 Total segment profit 98,862 Corporate $ (16,754 ) Interest expense (5,646 ) Depreciation and amortization (11,842 ) Provision for income taxes (10,093 ) Stock-based compensation and related costs (10,731 ) Fair value adjustment to contingent consideration 3,472 Transaction costs (1,986 ) Tax receivable agreement liability adjustment 212 Indemnity and other related legal costs (7,721 ) Severance, restructuring and other (1,043 ) Net income $ 36,730 There are no material internal revenue transactions between our operating segments. Our CODM does not separately evaluate assets by segment, and therefore assets by segment are not presented. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company has operating leases for real estate and certain equipment. Our leases have remaining lease terms of one to seven years, some of which includes options to extend the lease for up to five years, and some of which include options to terminate the lease within one year. The Company has two new operating leases for additional corporate office space that commenced during the first quarter of fiscal year 2020. See Note 6 for further disclosures surrounding our lease commitments. Health Plan Intermediaries, LLC HPI and its subsidiary HPIS, which are beneficially owned by Mr. Kosloske, a former director and former executive officer of the Company, are deemed to be related parties of the Company by virtue of their Series B Membership Interests in HPIH, of which we are the managing member. Members of HPIH, including HIIQ, 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. During the year ended December 31, 2019 , HPIH paid cash distributions of $2.3 million for these entities related to estimated federal and state income taxes, pursuant to the operating agreement entered into by HPIH and HPI. On September 9, 2019 the IRS and Treasury released Section 451 (b) proposed regulations that impacted the recorded tax liability of the Company and obligations to HPI and HPIS under this operating agreement. Accordingly, we reversed $6.9 million of the remaining accrued distributions within the due to member account as it was no longer probable that the tax liability had been incurred. The reversal is reflected as a contribution from noncontrolling interest as of December 31, 2019 on the consolidated statement of stockholders' equity. See Note 11 for additional information on income taxes and the Section 451(b) proposed regulations. Tax Receivable Agreement On February 13, 2013, we entered into a TRA with the holders of the HPIH Series B Membership Interests, which holders are beneficially owned by Michael W. Kosloske, our founder. 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 HIIQ's obligation and not an obligation of HPIH. HIIQ 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 (i) HIIQ exercises its right to terminate the TRA for an amount based on the agreed payments remaining to be made under the agreement or (ii) HIIQ breaches any of its material obligations under the TRA, in which case all obligations will generally be accelerated and due as if HIIQ had exercised its right to terminate the agreement. Any potential future payments will be calculated using the market value of our Class A common stock at the time of the relevant exchange and prevailing tax rates in future years and will be dependent on us generating sufficient future taxable income to realize the benefit. Payments are generally due under the TRA within a specified period of time following the filing of our tax return for the taxable year with respect to which payment of the obligation arises. Exchanges of Series B Membership Interests, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock, are expected to increase our tax basis in our share of HPIH's tangible and intangible assets. These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that we would otherwise be required to pay in the future. As of December 31, 2019 , Series B Membership Interests, together with an equal number of shares of Class B common stock have been exchanged for a total of 6,750,000 shares of Class A common stock subsequent to the IPO. See Note 10 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 $29.1 million pursuant to the TRA as of December 31, 2019 , which was included in due to member within long-term liabilities on the accompanying consolidated balance sheet. As of December 31, 2018, there was $27.0 million payable pursuant to the TRA, of which $1.3 million was included in current liabilities and $25.7 million was included in long-term liabilities on the accompanying consolidated balance sheet. See Note 13 for discussion surrounding the impact of the Tax Act on the TRA. As of December 31, 2019 , we have made $3.7 million of cumulative payments under the TRA. 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. In addition to ordinary-course litigation that the Company does not believe to be material, the Company is a party to the proceedings and matters described below: State Regulatory Examinations Massachusetts Regulatory Inquiry The Company received notification of a civil investigative demand from the Massachusetts Attorney General's Office ("MAG") on June 16, 2016. The MAG requested certain information and documents from the Company to review the Company's practices relating to its compliance with Massachusetts laws and regulations to ensure that they are neither deceptive nor constitute unfair trade practices. The Company has made various personnel available for depositions with the MAG. The MAG asked the Company to certify the completeness of the discovery responses provided to the MAG, and while the Company believes it has complied, the MAG nevertheless moved to compel additional documents and testimony from the Company. The court agreed with the MAG and ordered the Company to produce additional documents and provide further depositions. The Company has appealed this decision, and the appeal remains pending. The Company otherwise continues to cooperate with the MAG in the interest of bringing the matter to an agreeable conclusion. It is still too early to assess whether the MAG's investigation will result in a material impact on the Company. The Company believes that resolution discussions with the MAG will occur in the near term. The Company believes that based on the nature of the allegations raised by the MAG, a loss arising from the future assessment of a civil penalty against the Company is probable. Notwithstanding, due to the procedural stage of the investigative process, the settlement of another party (a carrier) for the same set of allegations, and the fact that the Company has not received evidentiary material from the MAG, the Company is currently unable to estimate the amount of any potential civil penalty or determine a range of potential loss under the MAG's investigation of the Company. California Regulatory Action On August 29, 2018, the Company received an Order to Show Cause and Notice of Hearing from the California Department of Insurance (the "Department") and following proactive engagement by the Company, the Department withdrew its order and issued a subpoena to the Company and certain insurers to allow it to gather more information. The subpoenas relate to whether certain policyholders were eligible to purchase hospital benefit plans. The Company has provided data and documents and continues to cooperate with the Department's inquiry. Washington Regulatory Action On November 8, 2018, the Company received notice of an investigation by the Washington State Office of the Insurance Commissioner alleging that the Company may have sold unauthorized products to Washington residents and/or allowed unaffiliated producers to solicit the sale of insurance products. The investigation also alleged that independent sales agents misrepresented the products sold. The Company was provided with findings and in consideration of the Company's desire to resolve the matter without further administrative or judicial proceedings, on December 24, 2019, the Company agreed to a $1.5 million to settlement with Washington. Payment was remitted to Washington on December 27, 2019 and is included in SG&A on the consolidated statements of income. Although we seek to proactively communicate and cooperate with all regulatory agencies involved in the above-described actions, and we continue to develop and enhance our compliance and control mechanisms, 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 independent 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. Claims by individuals that involve independently licensed third-party insurance agencies and their agents, and independent insurance carriers, in which the Company is named as a co-defendant In a case styled as Charles M. Butler, III and Chole Butler v. Unified Life Ins. Co., et al., Case No. 17-cv-00050-SPW-TJC, U.S. District Court for the District of Montana (Billings Div.) ("Butler case"), in which allegations of misrepresentation and claims handling were made against an independent third-party insurance agency and an insurance carrier, the plaintiff also named the Company as a party. The Company was served on May 11, 2017 and is vigorously asserting defenses against the claims. In a case styled as Carter v. Companion Life Insurance Company et al., Case No. 18-cv-350, U.S. District Court for the District of Alabama ("Carter complaint"), in which allegations were made against an insurance carrier relating to the handling of claims where the plaintiff also named the Company as a party. The Carter complaint was received on March 20, 2018 and an amended complaint was subsequently filed on July 6, 2018. The Company is vigorously asserting defenses against the claims. In a case styled as David Diaz, et al. v. Health Plan Intermediaries Holdings, LLC, et al., Case No. 18-cv-04240, U.S. District Court for the District of Arizona, filed on August 21, 2018, the two plaintiffs allege misrepresentation relating to the sale of an insurance policy that later allegedly did not cover hospital bills. The insurance agent who sold the policy was an employee of the Company's wholly-owned subsidiary, ASIA and that agent is also named as a co-defendant. The Company and the individual defendant have answered a subsequently amended complaint and rejected the substantive allegations. Discovery is expected to continue through April 2020. The Company is vigorously asserting defenses against the claims. In a case styled as Aiello v. Lifeshield National Insurance Company, et al., Case No. 19-020396, in the Circuit Court of the 17th Judicial Circuit, Broward County, Florida, dated October 10, 2019, the plaintiff alleges that needed medical care was declined, requiring him to pay out-of-pocket medical bills, and seeks reimbursement for the alleged unpaid bills and unspecified damages. The Company is vigorously asserting defenses against the claims. The Company has also received claims from insureds relating to lack of carrier coverage, claims handling, and alleged deceptive sales practices relating to carriers with which we do business. In each of these individual insureds' claims, the Company attempts to dismiss, challenge, or resolve the claims as quickly as possible. While it is reasonably possible that a loss may arise from any of the above matters, the amount of such loss is not known or estimable at this time. Other Purported Securities Class Action Lawsuits In September 2017, three putative securities class action lawsuits were filed against the Company and certain of its current and former executive officers. The cases were styled Cioe Investments Inc. v. Health Insurance Innovations, Inc., Gavin Southwell, and Michael Hershberger, Case No. 1:17-cv-05316-NG-ST, filed in the U.S. District Court for the Eastern District of New York on September 11, 2017; Michael Vigorito v. Health Insurance Innovations, Inc., Gavin Southwell, and Michael Hershberger, Case No. 1:17-cv-06962, filed in the U.S. District Court for the Southern District of New York on September 13, 2017; and Shilpi Kavra v. Health Insurance Innovations, Inc., Patrick McNamee, Gavin Southwell, and Michael Hershberger, Case No. 8:17-cv-02186-EAK-MAP, filed in the U.S. District Court for the Middle District of Florida on September 21, 2017. All three of the foregoing actions (the "Securities Actions") were filed after a decline in the trading price of the Company's common stock following the release of a report authored by a short-seller of the Company's common stock raising questions about, among other things, the Company's public disclosures relating to the Company's regulatory examinations and regulatory compliance. All three of the Securities Actions contained substantially similar allegations to those raised in the short-seller report alleging that the Company made materially false or misleading statements or omissions relating to regulatory compliance matters, particularly regarding the Company's application for a third-party administrator license in the State of Florida, which was issued by the State on February 14, 2018. In November and December 2017, the Cioe Investments and Vigorito cases were transferred to the U.S. District Court for the Middle District of Florida, and on December 28, 2017, they were consolidated with the Kavra matter under the case caption, In re Health Insurance Innovations Securities Litigation, Case No. 8:17-cv-02186-EAK-MAP (M.D. Fla.). On February 6, 2018, the court appointed Robert Rector as lead plaintiff and appointed lead counsel, and lead plaintiff filed a consolidated complaint on March 23, 2018. The consolidated complaint, which dropped Patrick McNamee as a defendant and added Michael Kosloske as a defendant, largely sets forth the same factual allegations as the initially filed Securities Actions filed in September 2017 and added allegations relating to alleged materially false statements and omissions relating to the regulatory proceeding previously initiated against the Company by the Montana State Auditor, Commissioner of Securities and Insurance (the "CSI") which proceeding was dismissed on October 31, 2017. The complaint also adds allegations regarding insider stock sales by Messrs. Kosloske and Hershberger. The consolidated complaint alleges violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), SEC Rule 10b-5, and Section 20(a) of the Exchange Act. According to the consolidated complaint, the lead plaintiff in the action is seeking an undetermined amount of damages, interest, attorneys' fees and costs on behalf of a putative class of individuals and entities that acquired shares of the Company's common stock during a period ending September 11, 2017. On May 7, 2018, the Company and co-defendants filed a motion to dismiss all claims. On March 29, 2019, the court sua sponte ordered mandatory mediation before United States Magistrate Judge Christopher Tuite, which did not result in a settlement. On June 28, 2019, the court granted in part, and denied in part, the motion to dismiss, and dismissed all claims against Messrs. Southwell and Kosloske. Discovery is ongoing. The Company has opposed Plaintiff's motion to certify the putative class and intends to vigorously defend against the remaining claims. On February 18, 2019, a putative class action lawsuit styled Julian Keippel v. Health Insurance Innovations, Inc., Gavin Southwell, and Michael D. Hershberger, Case No. 8:19-cv-00421, was filed against the Company, its chief executive officer, and chief financial officer in the U.S. District Court for the Middle District of Florida. According to the complaint, the plaintiff in the action is seeking an undetermined amount of damages, interest, attorneys' fees, and costs on behalf of a putative class of individuals and entities that acquired shares of the Company's common stock during the period February 28, 2018 through November 27, 2018. The complaint alleges that the Company made materially false and/or misleading statements and/or material omissions during the purported class period relating to the Company's relationship with third parties, particularly Health Benefits One LLC/Simple Health Plans and affiliates. The complaint alleges that, among other things, the Company failed to disclose to investors that a substantial portion of the Company's revenues were derived from third parties who allegedly used deceptive tactics to sell the Company's products and that regulatory scrutiny of such third parties would materially impact the Company's operations. The complaint alleges violations of Section 10(b) and Section 20(a) of the Securities Exchange Act and Rule 10b-5 promulgated under the Securities Exchange Act. On May 13, 2019, the court appointed lead plaintiff Oklahoma Municipal Retirement Fund and City of Birmingham Retirement and Relief System and lead counsel Saxena White P.A. The lead plaintiff filed a consolidated amended complaint on July 19, 2019. The consolidated complaint incorporated the allegations from the first complaint and added allegations of alleged materially false or misleading statements or material omissions relating to alleged deficiencies in the Company's compliance and customer service programs and the number of complaints the Company received from consumers relating to third parties, particularly Health Benefits One LLC/Simple Health and affiliates. The complaint also adds allegations regarding insider stock sales by Messrs. Southwell and Hershberger. The plaintiffs are seeking an undetermined amount of damages, interest, attorneys' fees and costs on behalf of putative classes of individuals and entities that acquired shares of the Company's common stock during a purported class period of September 25, 2017 through April 11, 2019. On August 28, 2019, the Company moved to dismiss the action, which the court denied on November 4, 2019, and the case is currently in discovery. The Company intends to vigorously defend against these claims. Putative Derivative Action Lawsuits and Stockholder Matters Two individuals, Ian DiFalco and Dayle Daniels, filed separate but similar derivative action complaints on April 5 and April 6, 2018, respectively, in the U.S. District Court for the District of Delaware (Case No. Case No. 1:18-cv-00519) naming most of the Company's directors and executive officers at such time as defendants. The derivative complaints assert alleged violations of Section 14(a) of the Exchange Act, Section 10(b) of the Exchange Act and Rule 10b-5, and Section 20(a) of the Exchange Act, and claims for alleged breach of fiduciary duties, alleged unjust enrichment, alleged abuse of control, alleged gross mismanagement, and alleged waste of corporate assets. The factual allegations in the complaints are based largely on the allegations in the above-described In re Health Insurance Innovations Securities Litigation. The plaintiffs are seeking declaratory relief, direction to reform and improve corporate governance and internal procedures, and an undetermined amount of damages, restitution, interest, and attorneys' fees and costs. On June 5, 2018, the court entered an order staying the litigation pending resolution of the above-described securities litigation (In re Health Insurance Innovations Securities Litigation). Defendants intend to vigorously defend against these claims. An individual stockholder, Melvyn Klein, filed a derivative action complaint on June 26, 2019, in the U.S. District Court for the District of Delaware naming as defendants Gavin T. Southwell, former director Michael W. Kosloske, director Paul E. Avery, director Anthony J. Barkett, director Paul Gabos, director Robert Murley, former director Bruce Telkamp, former director Sheldon Wang, and officer Michael D. Hershberger (Case No. 1:19-cv-01206). The derivative complaint asserts alleged violations of Section 14(a) of the Securities Exchange Act, Section 10(b) of the Exchange Act and Rule 10b-5, and Section 20(a) of the Exchange Act, and claims for alleged breach of fiduciary duties, alleged unjust enrichment, and alleged waste of corporate assets. The factual allegations in the complaint are largely the same as the allegations in the above-described DiFalco and Daniels derivative action. The Plaintiff is seeking declaratory relief, direction to reform and improve corporate governance and internal procedures, and an undetermined amount of damages, interest, and attorneys' fees and costs. This action has been consolidated with the above-described DiFalco and Daniels actions and is subject to the stay entered into on June 5, 2018, and the Company intends to vigorously defend against these claims. In November 2019, the Company received a demand letter on behalf of stockholder Rebecca Leary demanding under Section 220 of the Delaware General Corporation Law that the Company allow Ms. Leary the right to inspect certain Company documents. The letter states that Ms. Leary is making the demand to, inter alia, investigate whether the members of the Company’s Board of Directors breached their fiduciary duties in connection with an alleged failure to ensure that the Company’s sales practices complied with applicable laws and regulations. On December 6, 2019, counsel to the Company responded to the demand by, inter alia, denying that the stockholder had demonstrated a proper purpose for the inspection but agreeing to produce a limited set of documents, which were delivered to counsel to the stockholder in February 2020. Telephone Consumer Protection Act The Company has received a number of private-party claims relating to telephonic-sales calls allegedly conducted by independent third-party distributors. Generally, these claims assert that the Company violated the Telephone Consumer Protection Act ("TCPA"), although the Company does not engage in the alleged activities. In fact, the Company maintains internal and external compliance staff and processes to monitor independent third-party distributor compliance. Historically, the Company has been successful at obtaining dismissals or settling the claims for immaterial amounts. The Company continues to vigorously defend itself in pending cases, some styled as purported class-actions, filed by what has been determined to be serial-professional plaintiffs such as those cases filed by Kenneth Moser, Robert Hossfeld, Mary Bilek, Chrisopher Bilek, and Ken Johansen. On August 7, 2019, the U.S. District Court for the Southern District of California (Case No. 17-CV-1127) certified two classes in the Moser case, and the Company timely appealed the Court’s Order on the Motion for Class Certification. The parties are awaiting a ruling on such. The Company has received other complaints for alleged TCPA violations from other claimants, the majority of which are not lawsuits. The Company believes many of these individuals to be professional plaintiffs and not common consumers. The Company maintains an internal legal department that, among other things, reviews these claims as they arise, coordinates the Company’s response to such, and supports outside counsel when litigation defense is required. While these types of claims have previously settled, been dismissed, or resolved without any material effect on the Company, there is a possibility in the future that one or more of the above cases could have a material effect. The Company commonly uses outside legal counsel to defend against such claims and requires that the independent third-party distributors who are related to any such claims provide indemnification and reimbursement to the Company for the costs associated with these Claims. Health Benefits One, LLC (Simple Health) On November 1, 2018, the Company received notice that a lawsuit styled as Federal Trade Commission v. Simple Health Plans, et al. was filed against an independent third-party distributor and its principal, along with their related companies. The Company is not a party to this case. A temporary restraining order ("TRO") was granted by the United States District Court, Southern District of Florida, against Simple Health Plans, LLC and certain of its affiliates, appointing a receiver (the "Receiver") and imposing other restrictions against the defendants in this case. On November 1, 2018, the Company terminated its relationship with all of the defendants, has been in communication and working cooperatively with the appointed Receiver and the FTC. In coordination with the FTC and the appointed Receiver, the Company continues to transfer funds to the Receiver that would otherwise be due to Simple Health, and the Company and FTC successfully notified all consumers of their ongoing insurance options. Separate from the FTC case against Simple Health, a proposed class action, but not yet certified, styled as Belin et. al. v. Health Insurance Innovations, Inc., et. al., Case No. 19-cv-61430, was filed in the U.S. District Court for the Southern District of Florida on June 7, 2019. The case alleges that the Company conspired with Simple Health using a theory of the Racketeer Influenced and Corrupt Organizations Act along with other claims and seeks unspecified damages. The Company's Motion to Dismiss was partially denied and the Company intends to vigorously defend against the claims. Other matters We enter into agreements in the ordinary course of business that may require us to indemnify other parties for claims brought by a third-party. From time to time, we have received requests for indemnification. Presently the Company is managing and responding to both formal demands and informal requests for indemnification from a number of carriers related to the Company's settled market conduct examination, states' investigations into carriers relating to agent licensing, private party lawsuits, and the TCPA claims identified above. Management cannot reasonably estimate any potential losses, but these claims could result in a material liability for us. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 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 each of the years ended December 31, 2019 and 2018 , the base maximum allowable contribution amount was $19,000 and $18,500 , respectively. The Plan also permits for discretionary Company contributions. For each of the years ended December 31, 2019 and 2018 , the Company accrued $82,000 and $59,000 , respectively for discretionary matching contributions to participants. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transaction 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. See Note 17 for further details regarding the Exchange Agreement. Tax Receivable Agreement On February 13, 2013, we entered into the TRA with the holders of HPIH Series B Membership Interests, which are beneficially owned by Mr. Kosloske. See Note 17 for further details regarding the TRA. |
Concentrations of Credit Risk a
Concentrations of Credit Risk and Significant Customers | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers Accounts receivable, net were $1.4 million and $828,500 as of December 31, 2019 and 2018 , respectively and are included as a component of accounts receivable, net, prepaid expenses, and other current assets in the accompanying consolidated balance sheets. As of December 31, 2019 , we had one customer that made up approximately 56.0% of the accounts receivable, net balance. As of December 31, 2018 , we had two customers who made up approximately 40.0% of the accounts receivable, net balance. Advanced commissions were $45.3 million and $29.9 million as of December 31, 2019 and 2018 , respectively. For the year ended December 31, 2019 , one distributor accounted for 42.7% of our advanced commissions balance compared to two distributors who accounted for 31.0% of our advanced commissions for the year ended December 31, 2018 . For the year ended December 31, 2019 three customers accounted for 43.2% of our total revenue, whereas two customers accounted for 42.7% of our total revenue for the year ended December 31, 2018 . The Company anticipates that its total revenue in 2020 will continue to be concentrated among a small number of carriers. 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, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Exchange of Remaining Class B Common Stock On January 15, 2020, the holders of our Class B common exchanged a total of 900,000 shares of Class B common stock and an equal number of Series B membership interests for 900,000 shares of Class A common stock. This transaction contributed to a 6.3% decrease in HPI and HPIS' collective economic interest in HPIH since December 31, 2019. On February 12, 2020, the holders of our Class B common stock notified the Company that have elected to exchange all remaining shares of Class B common stock, together with an equal number of Series B Membership Interests in HPIH, into an aggregate of 1,016,667 shares of our Class A common stock (the “Final Class B Exchange”) pursuant to the Exchange Agreement, dated February 13, 2013, among the Company, HPIH, and the holders of the Class B common stock (the “Exchange Agreement”). Under the terms of the Exchange Agreement, the closing of the Final Class B Exchange is scheduled to occur on April 7, 2020 unless the Company elects to effectuate the Final Class B Exchange on an earlier date. Upon the closing of the Final Class B Exchange, the Company will cease to have any shares of Class B common stock outstanding and will own 100% of the equity interest in HPIH. See Note 10 for further information on the Exchange Agreement. Corporate Name Change and Ticker Symbol Change On March 3, 2020, the Company announced that the Company will file a Certificate of Amendment to its Certificate of Incorporation to change the Company’s name to “Benefytt Technologies, Inc.” effective as of March 6, 2020, and the Company’s trading symbol on the Nasdaq Global Market will also be changed from “HIIQ” to “BFYT” effective as of March 6, 2020. |
Organization, Basis of Presen_2
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description | Business Description We are a technology driven distributor of Medicare, health and life insurance products that meet the demands and needs of our consumers. Our business is comprised of two operating segments: Medicare Segment, which includes our offering of Medicare-related health insurance plans, and IFP Segment which includes individual and family health insurance plans ("IFP"), short-term medical ("STM") insurance plans, health benefit insurance plans ("HBIP") and supplemental products which include a variety of additional insurance and non-insurance products. We actively market products to individuals through televised commercials, e-commerce platforms and digital marketing campaigns, strategic marketing partner relationships, and other licensed-agent distribution channels, consisting of both our internal distribution network, and an external distribution network of independently owned and operated distributors. In May 2019, the Company formed Benefytt Reinsurance, a captive reinsurance company which engages in the reinsurance of certain insurers' IFP business that was provided and administered by HIIQ. The current operations of Benefytt Reinsurance are not material to the Company's financial statements. The health insurance products we sell are underwritten by third-party insurance carriers with whom we have no affiliation apart from our contractual relationships. Other than with respect to the activities of Benefytt, we are not an insurer, we assume no underwriting, insurance or reimbursement risk. |
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 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. |
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. |
Reclassification | Reclassifications Prior period marketing and advertising expenses included within the consolidated statements of income have been reclassified to conform to the current period presentation. The Company previously reported marketing and advertising expense as a component of selling, general and administrative expenses but now reports these expenses as a separate line item in the consolidated statements of income. Additionally, the Company previously presented deferred revenue as a separate line item in the consolidated balance sheets however, the Company now presents deferred revenue as a component of other current liabilities. |
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 managing general underwriter, we collect premiums from members and distributors and, after deducting our earned commission and fees, we remit the net funds to our contracted insurance carriers and discount benefit vendors. Where contractually obligated, we hold the unremitted funds in a fiduciary capacity until they are disbursed, and the use of such funds is restricted. 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. |
Accounts Receivable | Accounts Receivable Accounts receivable generally represent amounts due to us for either lead sales to vendors or premiums collected by a third-party and are generally considered delinquent 15 days after the due date. If a member payment remains delinquent, the underlying insurance contracts are canceled retroactively. We have not experienced any material credit losses from accounts receivable and have not recognized a significant provision for uncollectible accounts. |
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 we offer. For IFP, 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 some distributors for discount benefit plans issued. As a result of adopting ASC 606, Revenue from Contracts with Customers ("ASC 606"), and the related guidance under ASC 340-40, Other Assets and Deferred Costs ("ASC 340"), upon execution of a member's policy, the Company recognizes the expected lifetime commissions to be paid to third-party distributors as an incurred cost to fulfill a contract. The resultant expected lifetime commission, not yet paid, is reported as a liability on the consolidated balance sheet. As members remit their monthly premium to the Company, contractual payments are made to third-party distributors, reducing the associated liability. Advanced commissions, net outstanding as of December 31, 2019 and 2018 , totaled $45.3 million and $29.9 million , respectively. We perform ongoing credit evaluations of our distributors, all of which are located in the United States. We recover the advanced commissions by contractually 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 an allowance for bad debt of $1.2 million and $137,000 as of December 31, 2019 and 2018 , respectively. Generally, commissions earned by third-party distributors on related advances are reduced by 2% of the insurance premium sold which is recognized as a reduction of commissions expense within the consolidated statements of income. |
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 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 . Internal-Use Software 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 3 years . For the years ended December 31, 2019 , 2018 , and 2017 , we capitalized $2.1 million , $2.2 million , and $3.0 million respectively, of costs incurred, consisting primarily of direct labor, in the application development stage of the internal-use software. For the years ended December 31, 2019 , 2018 , and 2017 , there was $2.6 million , $2.6 million and $1.7 million , respectively, of amortization expense 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. |
Business Combinations | Business Combinations Business combinations are accounted for under the acquisition method of accounting. Determining what constitutes a business to qualify as a business combination requires some judgment. The Company determines whether a transaction qualifies as a business combination by applying the definition of a business, which requires the assets acquired and liabilities assumed to be inputs and processes that have the ability to contribute to the creation of outputs. The Company accounts for business combinations under the acquisition method of accounting, which requires the following steps: (i) identifying the acquirer, (ii) determining the acquisition date, (iii) recognizing and measuring the identifiable assets acquired and the liabilities assumed, and (iv) recognizing and measuring goodwill. Management is responsible for determining the appropriate valuation model and estimated fair values, and in doing so, considers a number of factors, including information provided by an outside valuation advisor. Management primarily establishes fair value of acquired intangible assets using the income approach based upon a discounted cash flow model. The income approach requires the use of many assumptions and estimates including future revenues and expenses, as well as discount factors. Contingent consideration liabilities are reported at their estimated fair values based upon probability-weighted present values of the consideration expected to be paid, using significant inputs and estimates. Key assumptions used in these estimates include probability assessments with respect to the likelihood of achieving certain milestones and discount rates consistent with the level of risk of achievement. The fair value of these contingent consideration liabilities are remeasured each reporting period, with changes in the fair value recorded in other expense (income) on the consolidated statements of income. The remeasured liability amount could be significantly different from the amount at the acquisition date, resulting in material charges or credits in future reporting periods. Transaction costs are expensed as incurred. |
Lease Accounting | Lease Accounting The Company adopted ASC 842 on January 1, 2019 the date in which the standard became applicable to us. The Company determines if an arrangement contains a lease at inception, by assessing whether there is an identified asset and whether the arrangement contains the right to control the use of the identified asset for a period of time in exchange for consideration. The Company has control of the asset if it has the right to direct the use of the asset and obtains substantially all of the economic benefits from the use of the asset throughout the period of use. The Company classifies a lease as a finance lease when it meets any of the following criteria at the lease commencement date: (i) the lease transfers ownership of the underlying asset to the Company by the end of the lease term; (ii) the lease grants the Company an option to purchase the underlying asset that the Company is reasonably certain to exercise; (iii) the lease term is for the major part of the remaining economic life of the underlying asset (the Company considers a major part to be 75% or more of the remaining economic life of the underlying asset); (iv) the present value of the sum of the lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset (the Company considers substantially all the fair value to be 90% or more of the fair value of the underlying asset amount); or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. When none of the criteria above are met, the Company classifies the lease as an operating lease. On lease commencement date, the Company records a lease asset and lease liability. The lease asset consists of: (i) the amount of the initial lease liability; (ii) any lease payments made to the lessor at or before the lease commencement date, minus any lease incentives received; and (iii) any initial direct cost incurred by the Company. Initial direct costs are incremental costs of a lease that would not have been incurred if the lease had not been obtained and are capitalized as part of the lease asset. The lease liability equals the present value of the future cash payments discounted using the Company's incremental borrowing rate. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company's leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company applied the transition method retrospectively at the beginning of the period of adoption however there was no cumulative-effect adjustment to retained earnings. For arrangements where the Company is the lessee, operating lease assets are included in other assets and operating lease liabilities are included in, other current liabilities, and other liabilities on the consolidated balance sheet as of December 31, 2019. The Company currently does not have any finance leases. Practical expedients The Company has lease arrangements with lease and non-lease components. Upon adoption of the new standard, the Company elected the practical expedient not to separate non-lease components from lease components for the Company’s operating leases. Additionally, the Company applied the package of practical expedients to forgo reassessing certain conclusions reached under legacy GAAP. The Company elected to apply the short-term lease measurement and recognition exemption in which right-of-use assets and lease liabilities are not recognized for short-term leases. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill 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, or whenever events or circumstances indicate a potential for impairment. We evaluate goodwill for impairment annually or more frequently when an event occurs, or when circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, we are then required to perform the quantitative impairment test; otherwise, no further analysis is required. Under the qualitative assessment, we consider various qualitative factors, including macroeconomic conditions, relevant industry and market trends, cost factors, overall financial performance, other entity-specific events and events affecting the reporting unit that could indicate a potential change in the fair value of our reporting unit or the composition of its carrying value. We may also elect to not perform the qualitative assessment, and instead, proceed directly to the quantitative test. The quantitative assessment utilizes both market and income approaches (comparative company and discounted cash flow, respectively) to estimate the fair value of our reporting unit. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected Company growth, pricing, market share, and general economic conditions. If the estimated fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying value exceeds the estimated fair value, a non-cash impairment loss is recognized in the amount of that excess. The Company performed its annual impairment analysis as of October 1, 2019 and 2018 , respectively, and upon completion of the analysis we determined that there was no impairment in either year. See Note 7 for further information on 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 7 for further discussion of our intangible assets. Definite-lived 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 years ended December 31, 2019 and 2018 . |
Revenue Recognition | Revenue Recognition On December 31, 2018, we adopted ASC 606, the date at which the Company lost its emerging growth company status and the requirements of ASC 606 became effective for us, applied retrospectively to January 1, 2018. We adopted ASC 606 using the modified retrospective transition method applied to contracts that were not completed as of January 1, 2018. Under this transition method, prior period impacts from the adoption of ASC 606 are adjusted to the opening retained earnings balance. Accordingly, results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts have not been adjusted and continue to be reported in accordance with ASC 605. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company has identified our customers as the insurance carriers and discount benefit providers with whom we contract. We determine revenue recognition through the following steps: 1. identification of the contract, or contracts, with a customer; 2. identification of the performance obligations in the contract; 3. determination of the transaction price; 4. allocation of the transaction price to the performance obligations in the contract; and 5. recognition of revenue when, or as, we satisfy a performance obligation. The Company has identified one performance obligation, sales and marketing services, as its only obligation for both consumer engagement revenue and the sale of a Medicare insurance policy to a member. Once satisfied, revenue recognition for the sales and marketing services performance obligation is complete and revenue is recorded based on 1) price times quantity of the leads transferred for consumer engagement, or 2) the estimated lifetime commissions of the Medicare policy based on estimated persistency rates for Medicare insurance products. Revenue recorded for this performance obligation is constrained to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. For both Medicare Advantage and Medicare Part D prescription drug plans, we receive a fixed annual payment from our customer once the plan is approved by the carrier and generally a fixed monthly payment beginning with the second plan year. In the first plan year of a Medicare Advantage and Medicare Part D prescription drug plan, after the health insurance carrier approves the application but during the effective year of the plan, we are paid a fixed commission that is prorated for the number of months remaining in the calendar year. Additionally, if the plan is the first Medicare Advantage or Medicare Part D plan issued to the member, we may receive a higher commission rate that covers a full twelve-month period, regardless of the month the plan was effective. We earn commission revenue for Medicare Advantage and Medicare Part D prescription drug plans for which we, or our business process outsourcing partners ("BPO), are the broker of record, typically until either the policy is canceled. We have determined that there are two performance obligations associated with our IFP revenue streams. For the first performance obligation, sales and marketing, the services performed are combined. The Company recognizes revenue for sales and marketing at a point-in-time for the total estimated future collections associated with this performance obligation. The second performance obligation, member management, includes the promises of billing, collecting, and member support services which are combined as a series and recognized over time. As the managing general underwriter and/or broker of IFP, we generally receive all amounts due in connection with the plans we sell and service on behalf of the carriers and discount benefit providers. We collect payment 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 their respective compensation arrangements. Commission rates earned by us for the products we sell are agreed to in advance with the relevant insurance carrier and vary by carrier and policy type. Under our carrier compensation arrangements, the commission rate schedule that is in effect on the policy effective date governs the commissions over the life of the policy. All amounts due to insurance carriers and discount benefit vendors are reported and paid to them in accordance with contractual agreements. See Note 11 for additional disclosures surrounding revenue recognition. |
Fair Value Measurement | 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 15 for a description of our valuation methods. The Company’s financial instruments include restricted cash, accounts payable, accrued liabilities, contingent consideration, and long-term debt. The carrying amount of restricted cash, accounts payable and accrued liabilities approximate fair value because of the short-term nature of these instruments. Further, based on the borrowing rates currently available to the Company for loans with similar terms, the Company believes the carrying amount of our borrowings against our credit facility approximates its fair value. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing expenses consist of expenditures related to the procurement of Medicare and IFP sales and the procurement of consumer engagement leads. Advertising and marketing costs include celebrity endorsements, online and televised commercial advertising. |
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 stock appreciation rights ("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. 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. 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 selling, general and administrative expense ("SG&A") in the consolidated statements of income. It is possible that a change in the future estimates or assumptions used to determine stock-based compensation expense could have a material impact on the consolidated financial statements. See Note 12 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 HIIQ 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 no uncertain tax positions outstanding as of December 31, 2019 and 2018 , respectively. See Note 13 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 14 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 10. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), further updated by ASU No. 2018-10, which modifies lease accounting for lessees 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. We adopted this guidance on January 1, 2019. See the preceding section within this Note 1 titled "Lease Accounting" and Note 6 for additional details regarding the adoption of this standard. Accounting pronouncements not yet adopted The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
(Tables)
(Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of the Consideration Paid | The following table summarizes the fair value of the consideration paid for the acquisition as of June 5, 2019 ($ in thousands): Cash consideration (1) $ 49,852 Class A common stock, at fair value (2) 11,784 Earnout consideration, at fair value (3) 49,298 Settlement of intercompany balances (560 ) Total consideration $ 110,374 (1) Cash consideration was $50.0 million , of which $2.5 million was withheld by HPIH for the payment of post-closing adjustments. Measurement period adjustments resulted in $148,000 for working capital adjustments. (2) The fair value of the Class A common stock derived from the market price of the stock, adjusted to include a discount for lack of marketability due to the trading restrictions pursuant to the Purchase Agreement. (3) Represents the fair value estimate of income-based contingent consideration, which may be realized by the sellers incrementally over five years after the closing date of the acquisition. The fair value of the contingent consideration arrangement as of the acquisition date was estimated using a risk-adjusted probability analysis. As of June 5th, 2019, management estimated the payments to be approximately $97.6 million over the five years however the maximum cash payout is unlimited. |
Schedule of Purchase Price Allocation | The following table summarizes the allocation of the total purchase price for the acquisition: ($ in thousands): Cash $ 179 Accounts receivable and other assets (1) 333 Contract asset (1) 13,506 Property, plant and equipment (1) 34 Intangible asset - brand 430 Intangible asset - BPO relationship 24,700 Goodwill 71,952 Accounts payable, accrued expenses, and other liabilities (1) (760 ) Total $ 110,374 (1) The carrying value of accounts receivable, contract asset, property, plant and equipment, accounts payable and accrued expenses approximated fair value; as such, no adjustments to the accounts were recorded in association with the acquisition. |
Pro Forma Information | The pro forma results do not necessarily reflect the actual results of operations of the combined companies under our ownership and operation. ($ in thousands, except per share data) Unaudited Year Ended December 31, 2019 2018 Revenue $ 401,493 $ 393,698 Net income before income taxes 50,412 37,993 Net income 40,717 25,315 Net income attributable to Health Insurance Innovations, Inc. 32,208 17,182 Net income per share - basic 2.84 1.34 Net income per share - diluted 2.63 1.23 Weighted average Class A common shares outstanding Basic 11,351,890 12,830,654 Diluted 12,234,076 14,006,265 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property and equipment, net, are comprised of the following ($ in thousands): December 31, 2019 2018 Computer equipment $ 1,879 $ 1,218 Furniture and fixtures 734 231 Leasehold improvements 686 482 Website development and internal-use software 12,028 9,978 Total property and equipment 15,327 11,909 Less: Accumulated depreciation 9,912 6,775 Total property and equipment, net $ 5,415 $ 5,134 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Supplemental Cash Flow Information | Supplemental cash flow information, as of December 31, 2019 , related to operating leases was as follows ($ in thousands): Cash paid within operating cash flows $ 907 The weighted-average remaining lease term and discount rates as of December 31, 2019 are as follows: Weighted-average remaining lease term 2.9 years Weighted-average discount rate 4.31 % |
Schedule of Future Minimum Lease Payments | The following table summarizes the future remaining minimum lease payments as of December 31, 2019 ($ in thousands): 2020 $ 252 2021 87 2022 89 2023 50 2024 16 Thereafter — Total minimum lease payments $ 494 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Goodwill | The following table discloses the changes in the carrying amounts of goodwill for each segment for the years ended December 31, 2018 and 2019 ($ in thousands): IFP Medicare Total Balance as of December 31, 2018 $ 41,076 $ — $ 41,076 Goodwill acquired — 94,106 94,106 Balance as of December 31, 2019 $ 41,076 $ 94,106 $ 135,182 | |
Schedule of Major Classes of Intangible Assets | Major classes of intangible assets, net consisted of the following ($ in thousands): Weighted-Average Useful Lives Amortization (years) December 31, 2019 December 31, 2018 Gross Carrying Amount Accumulated Amortization Intangible Assets, net Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 10.8 $ 1,919 $ (652 ) $ 1,267 $ 1,377 $ (481 ) $ 896 Carrier network — — — — 40 (40 ) — Distributor relationships 0.6 4,059 (3,978 ) 81 4,059 (3,896 ) 163 Noncompete agreements — 45 (45 ) — 987 (987 ) — Customer relationships 2.2 25,396 (7,628 ) 17,768 1,484 (1,183 ) 301 Capitalized software 7.0 8,000 (6,286 ) 1,714 8,571 (5,714 ) 2,857 Total definite lived intangible assets 3.4 39,419 (18,589 ) 20,830 16,518 (12,301 ) 4,217 Domain name 8,133 — 8,133 — — — Total intangible assets $ 47,552 $ (18,589 ) $ 28,963 $ 16,518 $ (12,301 ) $ 4,217 | |
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): 2020 $ 13,941 2021 5,974 2022 174 2023 114 2024 114 Thereafter 513 Total $ 20,830 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following ($ in thousands): December 31, 2019 2018 Carriers and vendors payable $ 17,876 $ 17,352 Marketing and advertising costs 11,732 2,184 Professional fees 6,064 1,676 Customer care and enrollment costs 4,501 — Legal contingencies 1,469 3,400 Compensation and benefits 5,905 5,045 Acquisition costs 1,305 — Other 2,625 2,740 Total accounts payable and accrued expenses $ 51,477 $ 32,397 |
Debt - (Tables)
Debt - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The debt maturity schedule for our long-term debt is as follows ($ in thousands): As of Issuance Date Maturity Date December 31, 2019 December 31, 2018 Rate Non-current portion of line of credit June 2019 2022 $ 32,000 $ 15,000 3.94 % Non-current portion of term loan June 2019 2020 - 2022 136,875 — 3.94 % Non-current portion of unamortized debt issuance costs (928 ) — 167,947 15,000 Current portion of term loan June 2019 2020 9,375 — 3.94 % Current portion of line of credit June 2019 2020 2,000 — 5.75 % Current portion of unamortized debt issuance costs (691 ) — $ 178,631 $ 15,000 |
Schedule of Maturities of Long-term Debt | The aggregate contractual maturities of debt for each of the five fiscal years are as follows ($ in thousands): 2020 2021 2022 2023 2024 Debt repayments $ 11,375 $ 13,125 $ 155,750 $ — $ — |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents our revenue, disaggregated by major product type and timing of revenue recognition (in thousands): December 31, 2019 December 31, 2018 Sales and marketing services Member management Total Sales and marketing services Member management Total Revenue by Source Commission revenue (1) STM (2) $ 111,239 $ 3,934 $ 115,173 $ 87,489 $ 2,824 $ 90,313 HBIP 92,343 6,619 98,962 149,986 8,202 158,188 Supplemental (2) 90,592 4,434 95,026 92,523 4,568 97,091 Medicare 57,087 — 57,087 — — — Other — — — — 74 74 Services revenue — 3,715 3,715 — 4,762 4,762 Consumer engagement revenue 11,306 — 11,306 669 — 669 Other revenues 539 — 539 — — — Total revenue $ 363,106 $ 18,702 $ 381,808 $ 330,667 $ 20,430 $ 351,097 Timing of Revenue Recognition Transferred at a point in time $ 363,106 $ — $ 363,106 $ 330,667 $ — $ 330,667 Transferred over time — 18,702 18,702 — 20,430 20,430 Total revenue $ 363,106 $ 18,702 $ 381,808 $ 330,667 $ 20,430 $ 351,097 (1) For the purposes of disaggregated revenue presentation, when additional Discount Benefit products are sold with an STM, HBIP, or supplemental product, the associated revenue for the Discount Benefit products are reported within the STM, HBIP, or supplemental product category depicted within the table. (2) The Company changed its presentation of brokerage revenue during the fourth quarter of 2019. Previously brokerage revenue was reported as a separate line item with the disaggregated revenue table however the Company has reclassified the revenue into the respective STM or supplemental category that the brokerage sales were associated with. |
Impact of ASC 606 Adoption | The impact of the adoption of ASC 606 on our consolidated income statement for the year ended December 31, 2018 was as follows ($ in thousands): As Reported Adjustments Balance Without ASC 606 Adoption Revenues (1) $ 351,097 $ 59,988 $ 291,109 Third-party commissions (2) 234,777 50,110 184,667 Income from operations 31,262 9,878 21,384 Net income before income taxes 29,636 9,878 19,758 Provision for income taxes 10,672 9,615 1,057 Net income 18,964 263 18,701 Net income attributable to noncontrolling interests 5,970 83 5,887 Net income attributable to Health Insurance Innovations, Inc. 12,994 180 12,814 Explanation of Changes (1) Adjustments to revenue were significantly driven by the point-in-time recognition of the sales and marketing performance obligation to our customer which represents 95% of the estimated lifetime value of policies sold. Prior to the adoption of ASC 606, revenues were generally recognized monthly over the life of a policy. (2) As a result of adopting ASC 606 and the related guidance under ASC 340, upon execution of a member's policy, the Company recognizes the total expected lifetime commissions to be paid to third-party distributors as an incurred cost to fulfill a contract with our customer. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Unvested Restricted Stock Units Activity Under LTIP | The table below summarizes activity regarding unvested restricted stock under the LTIP (all amounts in thousands, except per share data): Number of Shares Outstanding Weighted-Average Grant Date Fair Value ($ per share) Restricted stock unvested at January 1, 2017 386 $ 8.52 Granted 880 22.02 Vested (139 ) 8.68 Forfeited (3 ) 21.95 Restricted stock unvested at December 31, 2017 1,124 19.04 Granted 83 42.92 Vested (316 ) 22.25 Forfeited (35 ) 21.95 Restricted stock unvested at December 31, 2018 856 22.12 Granted 547 28.66 Vested (318 ) 19.82 Forfeited (43 ) 25.31 Restricted stock unvested at December 31, 2019 1,042 25.97 |
Schedule of Stock Option Activity | The table below summarizes stock option activity under the LTIP (all amounts in thousands, except per share data): Stock options Weighted-Average Exercise Price ($) Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (a) ($) Outstanding at January 1, 2017 40 $ 1.08 6.5 $ 668 Granted — — — — Exercised (b)(c) (30 ) 1.08 — 694 Forfeited or expired — — — — Outstanding at December 31, 2017 10 1.09 5.5 223 Granted — — — — Exercised (b)(c) (6 ) 1.10 — 220 Forfeited or expired — — — — Outstanding at December 31, 2018 4 1.07 4.2 91 Granted — — — — Exercised (b)(c) — — — — Forfeited or expired — — — — Outstanding at December 31, 2019 4 12.13 3.3 25 Exercisable at December 31, 2019 4 12.13 3.3 25 (a) The intrinsic value of a stock option is the amount by which the market value of the underlying stock 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 no shares issued in 2019 for the exercise of options. During 2018 and 2017 respectively, 5,782 , and 30,498 shares were issued related to exercises of stock options. (c) There was no tax benefit recognized in 2019 , 2018 , or 2017 related to stock-based compensation for stock options. The table below summarizes SARs activity under the LTIP (all amounts in thousands, except per share data): SARs Weighted-Average Exercise Price ($) Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (a) ($) Outstanding at January 1, 2017 2,229 $ 6.80 5.0 $ 24,640 Granted 251 26.16 — — Exercised (b)(c) (1,412 ) 5.56 — 21,524 Forfeited (20 ) 11.17 — 112 Outstanding at December 31, 2017 1,048 13.02 5.2 13,104 Granted — — — — Exercised (b)(c) (163 ) 9.85 — 5,420 Forfeited (8 ) 31.00 — 193 Outstanding at December 31, 2018 877 13.46 3.1 11,984 Granted 50 23.40 — — Exercised (b)(c) (153 ) 13.49 — — Forfeited (13 ) 31.00 — — Outstanding at December 31, 2019 761 13.70 2.9 5,624 Exercisable at December 31, 2019 602 11.23 2.3 5,361 (a) The intrinsic value of a SAR is the amount by which the market value of the underlying stock exceeds the exercise price of the SAR 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 74,334 , 125,868 , and 1,028,767 shares issued during 2019 , 2018 , and 2017 , respectively, related to the exercise of SARs. (c) There was $162,000 , $78,000 and $3.8 million of tax benefit recognized in 2019 , 2018 and 2017 respectively, related to stock-based compensation for SARs. |
Summary of Weighted Average Assumptions | The Black-Scholes option-pricing model was used for SARs granted or modified with the following weighted-average assumptions: Year Ended December 31, 2019 2018 2017 Risk-free rate 1.6 % 2.3 % 1.8 % Expected life 4.8 years 0.3 years 4.7 years Expected volatility 72.8 % 44.6 % 64.8 % Expected dividend none none none |
Summary of Stock-based Compensation Expenses | The following table summarizes stock-based compensation expense ($ in thousands): Year Ended December 31, 2019 2018 2017 Restricted shares $ 10,351 $ 10,925 $ 5,760 SARs 678 2,245 1,628 Stock options — — 16 Less: amounts capitalized for internal-use software (434 ) (587 ) — Total $ 10,595 $ 12,583 $ 7,404 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The provision (benefit) for income tax consisted of the following components ($ in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ (19,058 ) $ 19,429 $ 2,473 State (5,514 ) 5,619 385 Total current taxes (24,572 ) 25,048 2,858 Deferred: Federal 26,887 (10,726 ) 13,264 State 7,778 (3,650 ) 696 Total deferred taxes 34,665 (14,376 ) 13,960 Income taxes $ 10,093 $ 10,672 $ 16,818 |
Schedule of Differences Between the Income Tax Provision at the US Federal Statutory Rate and the Provision for Income Tax | The items accounting for differences between the federal statutory income tax rate and our effective tax rate are as follows (in %): Year Ended December 31, 2019 2018 2017 U.S. federal income tax rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal tax benefits 4.1 % 3.2 % 3.1 % Tax Act — % (0.8 )% 18.7 % Valuation allowance (2.6 )% 19.4 % (10.6 )% Operations of nontaxable subsidiary (3.2 )% (4.0 )% (8.0 )% Stock-based compensation 0.9 % (3.6 )% — % Non-deductible or non-taxable items 1.1 % 0.7 % 0.1 % Other 0.3 % 0.1 % 0.5 % Total 21.6 % 36.0 % 38.8 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes consisted of the following as of December 31, 2019 and 2018 ($ in thousands): Year Ended December 31, 2019 2018 Deferred tax assets: Investment in subsidiary $ (21,596 ) $ 20,922 Tax receivable agreement 7,428 6,891 Stock compensation 1,862 1,551 Net operating loss carryforwards 15,242 6,335 Allowance for doubtful accounts — 4 Other 23 106 Total deferred tax assets 2,959 35,809 Less valuation allowances (6,580 ) (7,651 ) Deferred tax (liability) asset, net of valuation allowance (3,621 ) 28,158 Deferred tax liabilities: Identifiable intangible assets (631 ) (914 ) Stock compensation (1,444 ) (1,274 ) Other (26 ) (3 ) Deferred tax (liability) asset, net $ (5,722 ) $ 25,967 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income | The computations of basic and diluted net income per share attributable to HIIQ were as follows ($ in thousands, except share and per share data): Year Ended December 31, 2019 2018 2017 Basic net income attributable to Health Insurance Innovations, Inc. $ 29,614 $ 12,994 $ 17,885 Weighted average shares—basic 11,084,356 12,200,654 10,970,995 Effect of dilutive securities: Restricted shares 496,157 606,066 340,141 SARs 384,198 563,891 606,029 Stock options 1,831 5,654 20,560 Weighted average shares—diluted 11,966,542 13,376,265 11,937,725 Basic net income per share attributable to Health Insurance Innovations, Inc. $ 2.67 $ 1.07 $ 1.63 Diluted net income per share attributable to Health Insurance Innovations, Inc. $ 2.47 $ 0.97 $ 1.50 |
Summary of Securities Not Included in Calculation of Diluted Net 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, 2019 2018 2017 Restricted shares 41 50 860 SARs 4 80 251 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Liabilities Measured at Fair Value | As of December 31, 2019 , our liabilities measured at fair value were as follows ($ in thousands): Fair Value Measurement as of December 31, 2019 Carrying Value as of Level 1 Level 2 Level 3 Liabilities: Contingent consideration $ 65,171 $ — $ — $ 65,171 $ 65,171 $ — $ — $ 65,171 |
Summary of Changes in Fair Value of Liabilities Carried at Fair Value | A summary of the changes in the fair value of liabilities that have been classified in Level 3 of the fair value hierarchy was as follows ($ in thousands): Contingent Acquisition Consideration Balance as of December 31, 2018 $ — Increase in contingent consideration liability from business acquisitions 68,643 Change in fair value of contingent consideration recognized in earnings (3,472 ) Balance as of December 31, 2019 $ 65,171 |
Segment Information - (Tables)
Segment Information - (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents a summary of our operating results by segment for the year ended December 31, 2019 ($ in thousands): Year Ended December 31, 2019 Revenue Medicare revenue $ 67,770 IFP revenue 314,038 Total revenue $ 381,808 Segment profit Medicare profit $ 32,078 IFP profit 66,784 Total segment profit 98,862 Corporate $ (16,754 ) Interest expense (5,646 ) Depreciation and amortization (11,842 ) Provision for income taxes (10,093 ) Stock-based compensation and related costs (10,731 ) Fair value adjustment to contingent consideration 3,472 Transaction costs (1,986 ) Tax receivable agreement liability adjustment 212 Indemnity and other related legal costs (7,721 ) Severance, restructuring and other (1,043 ) Net income $ 36,730 |
Organization, Basis of Presen_3
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Number of operating segments | Segment | 2 | ||
Restricted cash | $ 16,700,000 | ||
Advanced commissions | $ 45,250,000 | 29,867,000 | |
Provision for allowance for doubtful accounts | $ 1,200,000 | 137,000 | $ 0 |
Fee for the advanced commission | 2.00% | ||
Reduction of commission expense | $ 1,400,000 | 1,900,000 | 2,300,000 |
Depreciation and amortization of capitalized development costs | 179,000 | ||
Impairment of long-lived assets | 0 | 0 | 0 |
Impairments on intangible assets | 0 | 0 | 0 |
Goodwill, impairment loss | $ 0 | 0 | |
Minimum | |||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Finite lived intangible asset useful life | 2 years | ||
Maximum | |||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Finite lived intangible asset useful life | 15 years | ||
Website Development | |||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Finite lived intangible asset useful life | 5 years | ||
Software Development | |||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Finite lived intangible asset useful life | 3 years | ||
Capitalized development costs | $ 2,100,000 | 2,200,000 | 3,000,000 |
Depreciation and amortization of capitalized development costs | 2,600,000 | 2,600,000 | $ 1,700,000 |
Sales commissions | |||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Advanced commissions | $ 45,300,000 | $ 29,900,000 |
Organization, Basis of Presen_4
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Summary of Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Website development and internal-use software | Minimum | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful life | 3 years |
Website development and internal-use software | Maximum | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Computer equipment | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful life | 7 years |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | Aug. 05, 2019 | Jun. 05, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Transaction costs | $ 1,986 | |||
Goodwill, expected tax deductible amount | 83,400 | |||
Goodwill | 135,182 | $ 41,076 | ||
Business combination maximum payment | $ 72,500 | |||
Together Health | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 50,000 | |||
Issuances of number of shares (in shares) | 630,000 | |||
Consideration earn out agreement period | 5 years | |||
Cash consideration held back | $ 2,500 | |||
Cash consideration held back and released | 500 | |||
Transaction costs | 736 | |||
Goodwill, expected tax deductible amount | 47,800 | |||
Revenue | 58,200 | |||
Pre-tax net income | 27,000 | |||
Amortization expenses | 7,000 | |||
Purchase price | $ 110,374 | |||
Goodwill | $ 71,952 | |||
TIB Florida Holdco, Inc. | ||||
Business Acquisition [Line Items] | ||||
Acquired percentage | 100.00% | |||
Purchase price | $ 22,300 | |||
Goodwill | 22,200 | |||
Consideration earn out amount fair value | 19,300 | |||
Consideration earn out payment amount per year | $ 1,000 | |||
TIB Florida Holdco, Inc. | Tranche One | ||||
Business Acquisition [Line Items] | ||||
Consideration earn out payment period | 3 years | |||
TIB Florida Holdco, Inc. | Tranche Two | ||||
Business Acquisition [Line Items] | ||||
Consideration earn out payment period | 5 years |
Business Combinations - Conside
Business Combinations - Consideration Paid (Details) - USD ($) $ in Thousands | Jun. 05, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Class A common stock, at fair value | $ 11,784 | $ 0 | $ 0 | |
Contingent acquisition consideration | $ 65,171 | |||
Together Health | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 49,852 | |||
Class A common stock, at fair value | 11,784 | |||
Earnout consideration, at fair value | 49,298 | |||
Settlement of intercompany balances | (560) | |||
Total consideration | 110,374 | |||
Purchase price | 50,000 | |||
Cash consideration held back | 2,500 | |||
Working capital adjustments | 148 | |||
Contingent acquisition consideration | $ 97,600 | |||
Business combination cash payout period | 5 years |
Business Combinations - Purchas
Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Goodwill | $ 135,182 | $ 41,076 |
Together Health | ||
Business Acquisition [Line Items] | ||
Cash | 179 | |
Accounts receivable and other assets | 333 | |
Contract asset | 13,506 | |
Property, plant and equipment | 34 | |
Goodwill | 71,952 | |
Accounts payable, accrued expenses, and other liabilities | (760) | |
Total | 110,374 | |
Together Health | Brand | ||
Business Acquisition [Line Items] | ||
Intangible assets | 430 | |
Together Health | BPO Relationship | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 24,700 |
Business Combinations - Pro For
Business Combinations - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||
Basic (in shares) | 11,084,356 | 12,200,654 | 10,970,995 |
Diluted (in shares) | 11,966,542 | 13,376,265 | 11,937,725 |
Together Health | |||
Business Acquisition [Line Items] | |||
Revenue | $ 401,493 | $ 393,698 | |
Net income before income taxes | 50,412 | 37,993 | |
Net income | 40,717 | 25,315 | |
Net income attributable to Health Insurance Innovations, Inc. | $ 32,208 | $ 17,182 | |
Net income per share - basic (in USD per share) | $ 2.84 | $ 1.34 | |
Net income per share - diluted (in USD per share) | $ 2.63 | $ 1.23 | |
Together Health | Pro Forma | |||
Business Acquisition [Line Items] | |||
Basic (in shares) | 11,351,890 | 12,830,654 | |
Diluted (in shares) | 12,234,076 | 14,006,265 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - HPIH | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Variable Interest Entity [Line Items] | ||
Percentage of voting interests | 100.00% | 100.00% |
Total membership interest without voting right | 86.50% | 83.00% |
Advanced Commissions, net (Deta
Advanced Commissions, net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Advanced commissions, net | $ 45,250 | $ 29,867 |
Allowances for uncollectible advanced commissions | $ 1,200 | $ 137 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 15,327 | $ 11,909 |
Less: Accumulated depreciation | 9,912 | 6,775 |
Total property and equipment, net | 5,415 | 5,134 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,879 | 1,218 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 734 | 231 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 686 | 482 |
Website development and internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 12,028 | $ 9,978 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 3.1 | $ 3.1 | $ 2.1 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 2 Months Ended | 12 Months Ended |
Mar. 04, 2020lease | Dec. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Right-of-use asset | $ 500 | |
Operating lease, liability, current | 237 | |
Operating lease, liability, Noncurrent | 224 | |
Operating lease expense | 680 | |
Difference between undiscounted cash flows and operating lease liabilities | $ 30 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term | 1 year | |
Operating lease extend term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, term | 7 years | |
Operating lease extend term | 5 years | |
Subsequent event | ||
Lessee, Lease, Description [Line Items] | ||
Number of operating leases | lease | 2 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid within operating cash flows | $ 907 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 252 |
2021 | 87 |
2022 | 89 |
2023 | 50 |
2024 | 16 |
Thereafter | 0 |
Total minimum lease payments | $ 494 |
Leases - Weighted-Average Lease
Leases - Weighted-Average Lease Term and Discount Rates (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term | 2 years 10 months 19 days |
Weighted-average discount rate | 4.31% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Carrying Amounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Balance as of December 31, 2018 | $ 41,076,000 | |
Goodwill acquired | 94,106,000 | $ 0 |
Balance as of December 31, 2019 | 135,182,000 | 41,076,000 |
IFP | ||
Goodwill [Roll Forward] | ||
Balance as of December 31, 2018 | 41,076,000 | |
Goodwill acquired | 0 | |
Balance as of December 31, 2019 | 41,076,000 | 41,076,000 |
Medicare | ||
Goodwill [Roll Forward] | ||
Balance as of December 31, 2018 | 0 | |
Goodwill acquired | 94,106,000 | |
Balance as of December 31, 2019 | $ 94,106,000 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | |||
Goodwill acquired | $ 94,106,000 | $ 0 | |
Goodwill, impairment loss | 0 | 0 | |
Goodwill, tax deductible | 83,400,000 | ||
Goodwill, nondeductible | 51,800,000 | ||
Amortization expense | 8,700,000 | 1,700,000 | $ 2,000,000 |
Impairments on intangible assets | $ 0 | $ 0 | $ 0 |
Minimum | |||
Goodwill [Line Items] | |||
Finite lived intangible asset useful life | 2 years | ||
Maximum | |||
Goodwill [Line Items] | |||
Finite lived intangible asset useful life | 15 years | ||
Together Health | |||
Goodwill [Line Items] | |||
Weighted average amortization period | 2 years | ||
TIB | |||
Goodwill [Line Items] | |||
Weighted average amortization period | 1 year |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Major Classes of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization (years) | 3 years 5 months 2 days | |
Gross Carrying Amount | $ 39,419 | $ 16,518 |
Accumulated Amortization | (18,589) | (12,301) |
Intangible Assets, net | 20,830 | 4,217 |
Total intangible assets, gross | 47,552 | 16,518 |
Total intangible assets, net | $ 28,963 | 4,217 |
Brand | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization (years) | 10 years 9 months 19 days | |
Gross Carrying Amount | $ 1,919 | 1,377 |
Accumulated Amortization | (652) | (481) |
Intangible Assets, net | 1,267 | 896 |
Carrier network | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0 | 40 |
Accumulated Amortization | 0 | (40) |
Intangible Assets, net | $ 0 | 0 |
Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization (years) | 7 months 7 days | |
Gross Carrying Amount | $ 4,059 | 4,059 |
Accumulated Amortization | (3,978) | (3,896) |
Intangible Assets, net | 81 | 163 |
Noncompete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 45 | 987 |
Accumulated Amortization | (45) | (987) |
Intangible Assets, net | $ 0 | 0 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization (years) | 2 years 2 months 13 days | |
Gross Carrying Amount | $ 25,396 | 1,484 |
Accumulated Amortization | (7,628) | (1,183) |
Intangible Assets, net | $ 17,768 | 301 |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization (years) | 7 years 2 days | |
Gross Carrying Amount | $ 8,000 | 8,571 |
Accumulated Amortization | (6,286) | (5,714) |
Intangible Assets, net | 1,714 | 2,857 |
Domain name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 8,133 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 13,941 | |
2021 | 5,974 | |
2022 | 174 | |
2023 | 114 | |
2024 | 114 | |
Thereafter | 513 | |
Intangible Assets, net | $ 20,830 | $ 4,217 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Carriers and vendors payable | $ 17,876 | $ 17,352 |
Marketing and advertising costs | 11,732 | 2,184 |
Professional fees | 6,064 | 1,676 |
Customer care and enrollment costs | 4,501 | 0 |
Legal contingencies | 1,469 | 3,400 |
Compensation and benefits | 5,905 | 5,045 |
Acquisition costs | 1,305 | 0 |
Other | 2,625 | 2,740 |
Total accounts payable and accrued expenses | $ 51,477 | $ 32,397 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | Jun. 05, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Line of Credit Facility [Line Items] | |||
Debt interest accrued per annum on unused credit facility | 0.30% | ||
Together Health | |||
Line of Credit Facility [Line Items] | |||
Payment to acquire business | $ 50,000 | ||
Revolving Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Revolving line of credit | 65,000 | ||
Term Loan Facility | |||
Line of Credit Facility [Line Items] | |||
Revolving line of credit | $ 150,000 | ||
Debt instrument payable in first year percent | 0.05 | ||
Debt instrument payable in second year percent | 0.075 | ||
Debt instrument payable in third year percent | 0.10 | ||
Outstanding balance | $ 15,000 | ||
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Revolving line of credit | $ 10,000 | ||
Swing line Loan | |||
Line of Credit Facility [Line Items] | |||
Revolving line of credit | 5,000 | ||
Previous credit agreement | |||
Line of Credit Facility [Line Items] | |||
Proceeds from debt | 65,000 | ||
Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Revolving line of credit | $ 215,000 | ||
Credit Agreement | Revolving Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Revolving line of credit | $ 31,000 | ||
Outstanding balance | 180,300 | ||
Accrued Interest | $ 246 | $ 28 | |
Credit Agreement | Senior Credit Facility | Federal funds rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on Credit Agreement | 0.50% | ||
Credit Agreement | Senior Credit Facility | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Debt instrument payable in first year percent | 0.02 | ||
Basis spread on Credit Agreement | 1.00% | ||
Credit Agreement | Senior Credit Facility | Base rate | |||
Line of Credit Facility [Line Items] | |||
Debt instrument payable in first year percent | 0.01 | ||
Credit Agreement | Senior Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Debt payment term, percentage based upon consolidated total leverage ratio | 1.50% | ||
Credit Agreement | Senior Credit Facility | Minimum | Base rate | |||
Line of Credit Facility [Line Items] | |||
Debt payment term, percentage based upon consolidated total leverage ratio | 1.00% | ||
Credit Agreement | Senior Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Debt payment term, percentage based upon consolidated total leverage ratio | 2.00% | ||
Credit Agreement | Senior Credit Facility | Maximum | Base rate | |||
Line of Credit Facility [Line Items] | |||
Debt payment term, percentage based upon consolidated total leverage ratio | 50.00% |
Debt - Debt Maturities Schedule
Debt - Debt Maturities Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Non-current portion of unamortized debt issuance costs | $ (928) | $ 0 |
Non-current portion of long term debt | 167,947 | 15,000 |
Current portion of term loan | 9,375 | 0 |
Current portion of line of credit | 2,000 | 0 |
Current portion of unamortized debt issuance costs | (691) | 0 |
Total | 178,631 | 15,000 |
Line of credit | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | $ 32,000 | 15,000 |
Interest rate | 3.94% | |
Non-current portion of term loan | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | $ 136,875 | $ 0 |
Interest rate | 3.94% | |
Current portion of term loan | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 3.94% | |
Current portion of line of credit | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 5.75% |
Debt - Debt Aggregate Contractu
Debt - Debt Aggregate Contractual Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 11,375 |
2021 | 13,125 |
2022 | 155,750 |
2023 | 0 |
2024 | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Jul. 03, 2019shares | Mar. 22, 2019shares | Jun. 07, 2018$ / sharesshares | Jun. 06, 2018shares | Mar. 13, 2017shares | Mar. 08, 2017shares | Aug. 15, 2014shares | Feb. 13, 2013$ / sharesshares | Dec. 31, 2019USD ($)Vote$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017shares | Mar. 14, 2019USD ($) | Oct. 13, 2017USD ($) | May 19, 2017USD ($) | Feb. 01, 2014shares |
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |||||||||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||
Treasury stock, shares (in shares) | 3,945,587 | 2,038,475 | |||||||||||||
Treasury stock, carrying cost | $ | $ 127,400,000 | $ 67,185,000 | |||||||||||||
Maximum authorized under registration statement | $ | $ 150,000,000 | ||||||||||||||
Number of shares transferred to treasury (in shares) | 113,078 | 107,562 | |||||||||||||
Treasury Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock (in shares) | 11,146 | ||||||||||||||
Shares repurchased (in shares) | 1,981,241 | 1,550,136 | 222,184 | ||||||||||||
Number of shares transferred to treasury (in shares) | 113,078 | 107,562 | 39,049 | ||||||||||||
Treasury Stock | Forfeitures of Restricted Stock Awards | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of restricted shares from treasury (in shares) | 43,439 | 0 | |||||||||||||
Health Plan Intermediaries, LLC | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock (in shares) | 13,000 | ||||||||||||||
Class A Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock (in shares) | 1,287,000 | 3,000,000 | 3,000,000 | 1,725,000 | |||||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, shares authorized (in shares) | 3,000,000 | 1,725,000 | 100,000,000 | 100,000,000 | 8,566,667 | ||||||||||
Sale of stock (in USD per share) | $ / shares | $ 31.01 | ||||||||||||||
Authorized amount of share repurchase program | $ | $ 50,000,000 | ||||||||||||||
Stock Repurchase Program, Authorized Amount Increase | $ | $ 200,000,000 | ||||||||||||||
Shares repurchased (in shares) | 1,981,241 | 1,550,136 | |||||||||||||
Shares repurchased, average cost per share (in USD per share) | $ / shares | $ 32.23 | $ 36.05 | |||||||||||||
Class A Common Stock | Health Plan Intermediaries, LLC | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of stock (in shares) | 1,287,000 | ||||||||||||||
Class A Common Stock | HPIS | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of stock (in shares) | 13,000 | ||||||||||||||
Class A Common Stock | HIIQ | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock votes per share | Vote | 1 | ||||||||||||||
Common stock voting rights percentage | 86.50% | ||||||||||||||
Percentage of voting interests | 100.00% | ||||||||||||||
Class B Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||||||||||||
Class B Common Stock | Health Plan Intermediaries, LLC | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exchange of stock (in shares) | 495,000 | 123,750 | 1,287,000 | ||||||||||||
Class B Common Stock | HPIS | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exchange of stock (in shares) | 5,000 | 1,250 | 13,000 | ||||||||||||
Class B Common Stock | HIIQ | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock voting rights percentage | 13.50% | ||||||||||||||
Economic interest | 0.00% | ||||||||||||||
Series B Membership Interests | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares acquired during the period (in shares) | 3,000,000 | ||||||||||||||
Series B Membership Interests | Health Plan Intermediaries, LLC | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exchange of stock (in shares) | 1,287,000 | ||||||||||||||
Series B Membership Interests | HPIS | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exchange of stock (in shares) | 13,000 | ||||||||||||||
IPO | Class A Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock (in shares) | 4,666,667 | ||||||||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | ||||||||||||||
Share price (in USD per share) | $ / shares | $ 14 | ||||||||||||||
IPO | Class B Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock (in shares) | 8,666,667 | ||||||||||||||
IPO | Class B Common Stock | Health Plan Intermediaries, LLC | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock (in shares) | 8,580,000 | ||||||||||||||
IPO | Class B Common Stock | HPIS | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock (in shares) | 86,667 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Revenue from Contract with Customer [Abstract] | |
BPO labor costs | $ 8.5 |
Constrained life time value recognized | 95.00% |
Increase decrease of revenue due to increase of duration for majority of product categories | $ 7.8 |
Decrease of commissions expense related to reassessment of variable consideration | $ 31.6 |
Revenue attributable to performance obligations, percent | 95.00% |
Estimated lifetime value of policies sold, percent | 95.00% |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation amount | $ 16.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation recognition period | 60 months |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 381,808 | $ 351,097 | $ 250,476 |
Transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 363,106 | 330,667 | |
Transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 18,702 | 20,430 | |
Commission Revenue, STM | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 115,173 | 90,313 | |
Commission Revenue, HBIP | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 98,962 | 158,188 | |
Commission Revenue, Supplemental | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 95,026 | 97,091 | |
Medicare | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 57,087 | 0 | |
Commission Revenue, Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 74 | |
Services revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 3,715 | 4,762 | |
Consumer engagement revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 11,306 | 669 | |
Other revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 539 | 0 | |
Sales and Marketing Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 363,106 | 330,667 | |
Sales and Marketing Services | Transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 363,106 | 330,667 | |
Sales and Marketing Services | Transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Sales and Marketing Services | Commission Revenue, STM | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 111,239 | 87,489 | |
Sales and Marketing Services | Commission Revenue, HBIP | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 92,343 | 149,986 | |
Sales and Marketing Services | Commission Revenue, Supplemental | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 90,592 | 92,523 | |
Sales and Marketing Services | Medicare | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 57,087 | 0 | |
Sales and Marketing Services | Commission Revenue, Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Sales and Marketing Services | Services revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Sales and Marketing Services | Consumer engagement revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 11,306 | 669 | |
Sales and Marketing Services | Other revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 539 | 0 | |
Member Management | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 18,702 | 20,430 | |
Member Management | Transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Member Management | Transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 18,702 | 20,430 | |
Member Management | Commission Revenue, STM | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 3,934 | 2,824 | |
Member Management | Commission Revenue, HBIP | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 6,619 | 8,202 | |
Member Management | Commission Revenue, Supplemental | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 4,434 | 4,568 | |
Member Management | Medicare | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Member Management | Commission Revenue, Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 74 | |
Member Management | Services revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 3,715 | 4,762 | |
Member Management | Consumer engagement revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Member Management | Other revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 0 | $ 0 |
Revenue - Income Statement Impa
Revenue - Income Statement Impact of ASC 606 Adoption (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenues | $ 381,808 | $ 351,097 | $ 250,476 |
Third-party commissions | 188,742 | 234,777 | 145,300 |
Income from operations | 48,785 | 31,262 | 31,559 |
Net income before income taxes | 46,823 | 29,636 | 43,309 |
Provision for income taxes | 10,093 | 10,672 | 16,818 |
Net income | 36,730 | 18,964 | 26,491 |
Net income attributable to noncontrolling interests | 7,116 | 5,970 | 8,606 |
Net income attributable to Health Insurance Innovations, Inc. | $ 29,614 | 12,994 | $ 17,885 |
Adjustments | Accounting Standards Update 2014-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenues | 59,988 | ||
Third-party commissions | 50,110 | ||
Income from operations | 9,878 | ||
Net income before income taxes | 9,878 | ||
Provision for income taxes | 9,615 | ||
Net income | 263 | ||
Net income attributable to noncontrolling interests | 83 | ||
Net income attributable to Health Insurance Innovations, Inc. | 180 | ||
Balance Without ASC 606 Adoption | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Revenues | 291,109 | ||
Third-party commissions | 184,667 | ||
Income from operations | 21,384 | ||
Net income before income taxes | 19,758 | ||
Provision for income taxes | 1,057 | ||
Net income | 18,701 | ||
Net income attributable to noncontrolling interests | 5,887 | ||
Net income attributable to Health Insurance Innovations, Inc. | $ 12,814 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)plan$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stock-based incentive plan | plan | 1 | ||
Income tax benefits from stock-based activity | $ 0 | $ 0 | $ 0 |
Awards granted (in shares) | shares | 0 | 0 | 0 |
Total fair value of stock vested | $ 6,000 | $ 92,000 | |
Unrecognized stock-based compensation amount | $ 12,200,000 | ||
Unvested awared granted, period vested | 2 years 1 month 3 days | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Income tax benefits from stock-based activity | $ 306,000 | 993,000 | 437,000 |
Fair value of awards vested | 6,300,000 | 7,000,000 | 1,200,000 |
SARs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Income tax benefits from stock-based activity | $ 162,000 | 78,000 | $ 3,800,000 |
Vested (in USD per share) | $ / shares | $ 23.40 | $ 14.08 | |
Fair value of awards vested | $ 1,900,000 | $ 2,400,000 | $ 1,100,000 |
Awards granted (in shares) | shares | 50,000 | 0 | 251,000 |
Minimum | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Maximum | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based incentive plan expiration period | 10 years | ||
Common stock reserved for issuance (in shares) | shares | 5,250,000 | ||
Remaining shares available for grant (in shares) | shares | 725,000 | ||
Long Term Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (in USD per share) | $ / shares | $ 19.82 | $ 22.25 | $ 8.68 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Unvested Restricted Stock Units Activity Under LTIP (Details) - Restricted Stock - Long Term Incentive Plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares Outstanding | |||
Beginning Balance, Unvested (in shares) | 856,000 | 1,124,000 | 386,000 |
Granted (in shares) | 547,000 | 83,000 | 880,000 |
Vested (in shares) | (318,000) | (316,000) | (139,000) |
Forfeited (in shares) | (43,000) | (35,000) | (3,000) |
Ending Balance, Unvested (in shares) | 1,042,000 | 856,000 | 1,124,000 |
Weighted-Average Grant Date Fair Value | |||
Beginning Balance, Unvested, (in USD per share) | $ 22.12 | $ 19.04 | $ 8.52 |
Granted (in USD per share) | 28.66 | 42.92 | 22.02 |
Vested (in USD per share) | 19.82 | 22.25 | 8.68 |
Forfeited (in USD per share) | 25.31 | 21.95 | 21.95 |
Ending Balance, Unvested, (in USD per share) | $ 25.97 | $ 22.12 | $ 19.04 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | ||||
Outstanding, beginning balance (in shares) | 4,000 | 10,000 | 40,000 | |
Granted (in shares) | 0 | 0 | 0 | |
Exercised (in shares) | 0 | (6,000) | (30,000) | |
Forfeited or expired (in shares) | 0 | 0 | 0 | |
Outstanding, ending balance (in shares) | 4,000 | 4,000 | 10,000 | 40,000 |
Exercisable, ending balance (in shares) | 4,000 | |||
Weighted-Average Exercise Price | ||||
Outstanding, beginning balance (in USD per share) | $ 1.07 | $ 1.09 | $ 1.08 | |
Granted (in USD per share) | 0 | 0 | 0 | |
Exercised (in USD per share) | 0 | 1.10 | 1.08 | |
Forfeited or expired (in USD per share) | 0 | 0 | 0 | |
Outstanding, ending balance (in USD per share) | 12.13 | $ 1.07 | $ 1.09 | $ 1.08 |
Exercisable, ending balance (in USD per share) | $ 12.13 | |||
Weighted-Average Remaining Contractual Term (years) | ||||
Outstanding | 3 years 3 months | 4 years 2 months 12 days | 5 years 6 months | 6 years 6 months |
Exercisable | 3 years 3 months | |||
Aggregate Intrinsic Value | ||||
Outstanding, beginning balance | $ 91,000 | $ 223,000 | $ 668,000 | |
Granted | 0 | 0 | 0 | |
Vested | 0 | 220,000 | 694,000 | |
Forfeited | 0 | 0 | 0 | |
Outstanding, ending balance | 25,000 | $ 91,000 | $ 223,000 | $ 668,000 |
Exercisable, ending balance | $ 25,000 | |||
Shares issued upon the exercise of SARs/stock options (in shares) | 0 | 5,782 | 30,498 | |
Tax benefit related to stock-based compensation | $ 0 | $ 0 | $ 0 | |
SARs | ||||
Shares | ||||
Outstanding, beginning balance (in shares) | 877,000 | 1,048,000 | 2,229,000 | |
Granted (in shares) | 50,000 | 0 | 251,000 | |
Exercised (in shares) | (153,000) | (163,000) | (1,412,000) | |
Forfeited or expired (in shares) | (13,000) | (8,000) | (20,000) | |
Outstanding, ending balance (in shares) | 761,000 | 877,000 | 1,048,000 | 2,229,000 |
Exercisable, ending balance (in shares) | 602,000 | |||
Weighted-Average Exercise Price | ||||
Outstanding, beginning balance (in USD per share) | $ 13.46 | $ 13.02 | $ 6.80 | |
Granted (in USD per share) | 23.40 | 0 | 26.16 | |
Exercised (in USD per share) | 13.49 | 9.85 | 5.56 | |
Forfeited or expired (in USD per share) | 31 | 31 | 11.17 | |
Outstanding, ending balance (in USD per share) | 13.70 | $ 13.46 | $ 13.02 | $ 6.80 |
Exercisable, ending balance (in USD per share) | $ 11.23 | |||
Weighted-Average Remaining Contractual Term (years) | ||||
Outstanding | 2 years 11 months 10 days | 3 years 1 month 24 days | 5 years 2 months 23 days | 5 years |
Exercisable | 2 years 4 months | |||
Aggregate Intrinsic Value | ||||
Outstanding, beginning balance | $ 11,984,000 | $ 13,104,000 | $ 24,640,000 | |
Granted | 0 | 0 | 0 | |
Vested | 0 | 5,420,000 | 21,524,000 | |
Forfeited | 0 | 193,000 | 112,000 | |
Outstanding, ending balance | 5,624,000 | $ 11,984,000 | $ 13,104,000 | $ 24,640,000 |
Exercisable, ending balance | $ 5,361,000 | |||
Shares issued upon the exercise of SARs/stock options (in shares) | 74,334 | 125,868 | 1,028,767 | |
Tax benefit related to stock-based compensation | $ 162,000 | $ 78,000 | $ 3,800,000 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Weighted Average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Risk-free rate | 1.60% | 2.30% | 1.80% |
Expected life | 4 years 9 months | 3 months 23 days | 4 years 8 months 23 days |
Expected volatility | 72.80% | 44.60% | 64.80% |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 10,595 | $ 12,583 | $ 7,404 |
Less: amounts capitalized for internal-use software | (434) | (587) | 0 |
Restricted shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 10,351 | 10,925 | 5,760 |
SARs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 678 | 2,245 | 1,628 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0 | $ 0 | $ 16 |
Income Tax - Schedule of Compon
Income Tax - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ (19,058) | $ 19,429 | $ 2,473 |
State | (5,514) | 5,619 | 385 |
Total current taxes | (24,572) | 25,048 | 2,858 |
Deferred: | |||
Federal | 26,887 | (10,726) | 13,264 |
State | 7,778 | (3,650) | 696 |
Total deferred taxes | 34,665 | (14,376) | 13,960 |
Income taxes | $ 10,093 | $ 10,672 | $ 16,818 |
Income Tax - Schedule of Differ
Income Tax - Schedule of Differences Between the Income Tax Provision at the US Federal Statutory Rate and the Provision for Income Tax (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal income tax rate | 21.00% | 21.00% | 35.00% |
State income taxes, net of federal tax benefits | 4.10% | 3.20% | 3.10% |
Tax Act | 0 | (0.008) | 0.187 |
Valuation allowance | (2.60%) | 19.40% | (10.60%) |
Operations of nontaxable subsidiary | (3.20%) | (4.00%) | (8.00%) |
Stock-based compensation | 0.90% | (3.60%) | 0.00% |
Non-deductible or non-taxable items | 1.10% | 0.70% | 0.10% |
Other | 0.30% | 0.10% | 0.50% |
Total | 21.60% | 36.00% | 38.80% |
Income Tax - Narrative (Details
Income Tax - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||||
Decrease in deferred tax asset valuation allowance | $ 1,800,000 | |||
Effective tax rate | 21.60% | 36.00% | 38.80% | |
Deferred tax liabilities, net | $ (5,722,000) | |||
Reduction to provisional taxes related to the Tax Act | $ 250,000 | |||
Deferred income taxes related to the Tax Act | $ 12,600,000 | |||
Decrease in TRA liability | 0 | $ 0 | $ 11,835,000 | |
Net negative impact to earnings due to Tax Act | 775,000 | |||
Unrecognized tax benefits | 0 | $ 0 | 0 | |
HIIQ | ||||
Income Taxes [Line Items] | ||||
Effective tax rate | 20.10% | |||
Operating loss carryforward | $ 33,200,000 | |||
HP | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | $ 28,100,000 | $ 30,100,000 | $ 28,100,000 | |
HIIH | ||||
Income Taxes [Line Items] | ||||
Effective tax rate | 0.00% |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Liabilities, Investment in Noncontrolled Affiliates | $ (21,596) | |
Deferred tax assets: | ||
Investment in subsidiary | $ 20,922 | |
Tax receivable agreement | 7,428 | 6,891 |
Stock compensation | 1,862 | 1,551 |
Net operating loss carryforwards | 15,242 | 6,335 |
Allowance for doubtful accounts | 0 | 4 |
Other | 23 | 106 |
Total deferred tax assets | 2,959 | 35,809 |
Less valuation allowances | (6,580) | (7,651) |
Deferred Tax Liability, Net Of Valuation Allowance | (3,621) | |
Deferred tax (liability) asset, net of valuation allowance | 28,158 | |
Deferred tax liabilities: | ||
Identifiable intangible assets | (631) | (914) |
Stock compensation | (1,444) | (1,274) |
Other | (26) | (3) |
Deferred tax liability, net | $ 5,722 | |
Deferred tax asset, net | $ 25,967 |
Net Income per Share - Summary
Net Income per Share - Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Basic securities | |||
Basic net income attributable to Health Insurance Innovations, Inc. | $ 29,614 | $ 12,994 | $ 17,885 |
Weighted average shares—basic (in shares) | 11,084,356 | 12,200,654 | 10,970,995 |
Earnings Per Share, Diluted [Abstract] | |||
Weighted average shares—diluted (in shares) | 11,966,542 | 13,376,265 | 11,937,725 |
Basic net income per share attributable to Health Insurance Innovations, Inc. (in USD per share) | $ 2.67 | $ 1.07 | $ 1.63 |
Diluted net income per share attributable to Health Insurance Innovations, Inc. (in USD per share) | $ 2.47 | $ 0.97 | $ 1.50 |
Restricted shares | |||
Earnings Per Share, Diluted [Abstract] | |||
Dilutive securities (in shares) | 496,157 | 606,066 | 340,141 |
SARs | |||
Earnings Per Share, Diluted [Abstract] | |||
Dilutive securities (in shares) | 384,198 | 563,891 | 606,029 |
Stock options | |||
Earnings Per Share, Diluted [Abstract] | |||
Dilutive securities (in shares) | 1,831 | 5,654 | 20,560 |
Net Income per Share - Summar_2
Net Income per Share - Summary of Securities Not Included in Calculation of Diluted Net Income (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 1,916,667 | 2,541,667 | 3,841,667 |
Restricted shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 41,000 | 50,000 | 860,000 |
SARs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 4,000 | 80,000 | 251,000 |
Net Income Per Share - Narrativ
Net Income Per Share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Anti-dilutive securities (in shares) | 1,916,667 | 2,541,667 | 3,841,667 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Contingent consideration | $ 65,171 |
Liabilities | 65,171 |
Estimate of Fair Value Measurement | Level 1 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Contingent consideration | 0 |
Liabilities | 0 |
Estimate of Fair Value Measurement | Level 2 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Contingent consideration | 0 |
Liabilities | 0 |
Estimate of Fair Value Measurement | Level 3 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Contingent consideration | 65,171 |
Liabilities | $ 65,171 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Fair Value of Liabilities Carried at Fair Value (Details) - Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 0 |
Increase in contingent consideration liability from business acquisitions | 68,643 |
Change in fair value of contingent consideration recognized in earnings | (3,472) |
Ending Balance | $ 65,171 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 2 |
Segment Information - Operating
Segment Information - Operating Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 381,808 | $ 351,097 | $ 250,476 |
Profit | 98,862 | ||
Corporate | (16,754) | ||
Interest expense | (5,646) | (25) | 19 |
Depreciation and amortization | (11,842) | (4,799) | (4,044) |
Provision for income taxes | (10,093) | (10,672) | (16,818) |
Stock-based compensation and related costs | (10,731) | ||
Fair value adjustment to contingent consideration | 3,472 | 0 | 0 |
Transaction costs | (1,986) | ||
Tax receivable agreement liability adjustment | 212 | (1,471) | 11,835 |
Indemnity and other related legal costs | (7,721) | ||
Severance, restructuring and other | (1,043) | ||
Net income | 36,730 | $ 18,964 | $ 26,491 |
Medicare | |||
Segment Reporting Information [Line Items] | |||
Revenue | 67,770 | ||
Profit | 32,078 | ||
IFP | |||
Segment Reporting Information [Line Items] | |||
Revenue | 314,038 | ||
Profit | $ 66,784 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Dec. 27, 2019USD ($) | Sep. 09, 2019USD ($) | Aug. 21, 2018plaintiff | Jun. 06, 2018shares | Mar. 13, 2017shares | Mar. 08, 2017shares | Aug. 15, 2014shares | Feb. 13, 2013 | Sep. 30, 2017lawsuit | Mar. 04, 2020lease | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Other Commitments [Line Items] | ||||||||||||
TRA liability, current | $ 0 | $ 7,978 | ||||||||||
TRA liability, non-current | 29,121 | 25,693 | ||||||||||
Washington Regulatory Action | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Payments for legal settlements | $ 1,500 | |||||||||||
David Diaz, et al. v. Health Plan Intermediaries Holdings, LLC [Member] | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Loss contingency, number of plaintiffs | plaintiff | 2 | |||||||||||
Purported Securities Class Action Lawsuits | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Loss contingency, new claims filed, number | lawsuit | 3 | |||||||||||
Health Plan Intermediaries | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Cash distribution paid | $ 6,900 | |||||||||||
Tax Receivable Agreement | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Payments under tax receivable agreement | $ 3,700 | |||||||||||
Class A Common Stock | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Issuance of common stock (in shares) | shares | 1,287,000 | 3,000,000 | 3,000,000 | 1,725,000 | ||||||||
Class A Common Stock | Common Stock Issuance Over Allotment Option | Underwriters Over Allotment Option | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Issuance of common stock (in shares) | shares | 6,750,000 | |||||||||||
Series B Membership Interests | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Tax benefit payment, percentage | 85.00% | |||||||||||
Tax benefit saving, percentage | 15.00% | |||||||||||
Health Plan Intermediaries, LLC | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Cash distribution paid | $ 2,300 | |||||||||||
Tax Receivable Agreement | Tax Receivable Agreement | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
TRA liability | $ 29,100 | 27,000 | ||||||||||
TRA liability, current | 1,300 | |||||||||||
TRA liability, non-current | $ 25,700 | |||||||||||
Minimum | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Operating lease, term | 1 year | |||||||||||
Operating lease extend term | 1 year | |||||||||||
Maximum | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Operating lease, term | 7 years | |||||||||||
Operating lease extend term | 5 years | |||||||||||
Subsequent event | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Number of operating leases | lease | 2 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Maximum allowable contribution amount | $ 19,000 | $ 18,500 |
Accrued employee benefit plan | $ 82,000 | $ 59,000 |
Concentrations of Credit Risk_2
Concentrations of Credit Risk and Significant Customers (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | ||
Accounts receivable, net | $ 1,400,000 | $ 828,541 |
Cash insured by FDIC | 250,000 | |
Sales commissions | ||
Concentration Risk [Line Items] | ||
Advanced commissions outstanding | $ 45,300,000 | $ 29,900,000 |
Accounts receivable | Two customers | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 56.00% | 40.00% |
Advanced commissions | Two distributors | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 42.70% | 31.00% |
Premium equivalents | Three carriers | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 43.20% | 42.70% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - shares | Feb. 12, 2020 | Jan. 15, 2020 |
Subsequent Event [Line Items] | ||
Economic interest, increase (decrease) | 6.30% | |
Class B Common Stock | ||
Subsequent Event [Line Items] | ||
Exchange of stock (in shares) | (900,000) | |
Class A Common Stock | ||
Subsequent Event [Line Items] | ||
Exchange of stock (in shares) | 1,016,667 | (900,000) |
HPIH | ||
Subsequent Event [Line Items] | ||
Ownership percentage | 100.00% |
Uncategorized Items - hiiq-2019
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 72,371,000 |
Noncontrolling Interest [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 23,866,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 48,505,000 |