Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | ||
Jun. 30, 2014 | Aug. 07, 2014 | Aug. 07, 2014 | |
Class A common stock | Class B common stock | ||
Entity Information [Line Items] | ' | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Jun-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q2 | ' | ' |
Trading Symbol | 'HIIQ | ' | ' |
Entity Registrant Name | 'Health Insurance Innovations, Inc. | ' | ' |
Entity Central Index Key | '0001561387 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 6,069,869 | 8,566,667 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $32,935,000 | $17,054,000 |
Cash held on behalf of others | 6,915,000 | 4,591,000 |
Investment proceeds receivable | ' | 15,000,000 |
Short-term investments | 2,535,000 | 6,877,000 |
Accounts receivable, prepaid expenses and other current assets | 3,102,000 | 963,000 |
Advanced commissions | 4,730,000 | 2,596,000 |
Income taxes receivable | 273,000 | 395,000 |
Total current assets | 50,490,000 | 47,476,000 |
Property and equipment, net | 502,000 | 389,000 |
Goodwill | 18,014,000 | 18,014,000 |
Intangible assets, net | 4,531,000 | 5,281,000 |
Other assets | 81,000 | 489,000 |
Total assets | 73,618,000 | 71,649,000 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 9,509,000 | 7,074,000 |
Deferred revenue | 148,000 | 882,000 |
Due to member | ' | 916,000 |
Other current liabilities | 183,000 | 187,000 |
Total current liabilities | 12,114,000 | 11,004,000 |
Due to member pursuant to tax receivable agreement | 423,000 | 423,000 |
Other liabilities | 426,000 | 514,000 |
Total liabilities | 14,474,000 | 13,872,000 |
Commitments and contingencies (Note 10) | ' | ' |
Stockholdersb equity: | ' | ' |
Preferred stock (par value $0.001 per share, 5,000,000 shares authorized; no shares issued and outstanding) | ' | ' |
Additional paid-in capital | 29,552,000 | 28,787,000 |
Treasury stock, at cost (140,625 and 129,881 shares, respectively) | -1,688,000 | -1,563,000 |
Accumulated deficit | -3,156,000 | -3,355,000 |
Total Health Insurance Innovations, Inc. stockholders' equity | 24,722,000 | 23,883,000 |
Noncontrolling interests | 34,422,000 | 33,894,000 |
Total stockholders' equity | 59,144,000 | 57,777,000 |
Total liabilities and stockholders' equity | 73,618,000 | 71,649,000 |
Current | ' | ' |
Current liabilities: | ' | ' |
Contingent acquisition consideration | 2,274,000 | 1,945,000 |
Contingent acquisition consideration | 2,274,000 | 1,945,000 |
Noncurrent | ' | ' |
Current liabilities: | ' | ' |
Contingent acquisition consideration | 1,511,000 | 1,931,000 |
Contingent acquisition consideration | 1,511,000 | 1,931,000 |
Class A common stock | ' | ' |
Stockholdersb equity: | ' | ' |
Common stock | 5,000 | 5,000 |
Total stockholders' equity | 5,000 | 5,000 |
Class B common stock | ' | ' |
Stockholdersb equity: | ' | ' |
Common stock | 9,000 | 9,000 |
Total stockholders' equity | $9,000 | $9,000 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 140,625 | 129,881 |
Class A common stock | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,309,594 | 5,309,594 |
Common stock, shares outstanding | 5,168,969 | 5,179,713 |
Class B common stock | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 8,566,667 | 8,566,667 |
Common stock, shares outstanding | 8,566,667 | 8,566,667 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues (premium equivalents of $37,184 and $24,194 for the three months ended June 30, 2014 and 2013, respectively and $68,135 and $46,279 for the six months ended June 30, 2014 and 2013, respectively) | $20,937 | $13,598 | $38,864 | $26,069 |
Operating expenses: | ' | ' | ' | ' |
Third-party commissions | 10,318 | 8,473 | 19,200 | 16,510 |
Credit cards and ACH fees | 474 | 283 | 833 | 548 |
Contract termination | ' | ' | ' | 5,500 |
Selling, general and administrative | 8,574 | 5,354 | 16,488 | 9,662 |
Depreciation and amortization | 411 | 246 | 816 | 490 |
Total operating expenses | 19,777 | 14,356 | 37,337 | 32,710 |
Income (loss) from operations | 1,160 | -758 | 1,527 | -6,641 |
Other expense (income): | ' | ' | ' | ' |
Interest (income) expense | -2 | -17 | -17 | 21 |
Other expense (income) | 20 | -44 | 682 | 384 |
Net income (loss) before income taxes | 1,142 | -697 | 862 | -7,046 |
Provision for income taxes | 159 | 128 | 127 | 1,295 |
Net income (loss) | 983 | -825 | 735 | -8,341 |
Net income (loss) attributable to noncontrolling interests | 710 | -421 | 536 | -4,249 |
Net income (loss) attributable to Health Insurance Innovations, Inc. | $273 | ($404) | $199 | ($4,092) |
Net income (loss) per share attributable to Health Insurance Innovations, Inc. | ' | ' | ' | ' |
Basic | $0.05 | ($0.08) | $0.04 | ($0.86) |
Diluted | $0.05 | ($0.08) | $0.04 | ($0.86) |
Weighted average Class A shares outstanding | ' | ' | ' | ' |
Basic | 5,040,883 | 4,766,667 | 5,033,318 | 4,750,000 |
Diluted | 5,088,390 | 4,766,667 | 5,085,498 | 4,750,000 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Operations (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Premium equivalent amount | $37,184 | $24,194 | $68,135 | $46,279 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Stockholders' Equity (USD $) | Total | Class A common stock | Class B common stock | Noncontrolling Interests | Additional Paid-in Capital | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Initial public offering | Initial public offering | Initial public offering | Initial public offering | Initial public offering | Initial public offering | Underwriters exercise of over-allotment options | Underwriters exercise of over-allotment options | Underwriters exercise of over-allotment options | Pre IPO | Pre IPO |
In Thousands, except Share data | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Class A common stock | USD ($) | USD ($) | USD ($) | Class A common stock | Class B common stock | Noncontrolling Interests | Additional Paid-in Capital | Additional Paid-in Capital | USD ($) | Class A common stock | Additional Paid-in Capital | Health Plan Intermediaries, LLC and Subsidiaries | Noncontrolling Interests |
USD ($) | USD ($) | USD ($) | USD ($) | Class A common stock | Class B common stock | Class A common stock | USD ($) | USD ($) | |||||||||||
USD ($) | USD ($) | USD ($) | |||||||||||||||||
Beginning balance at Dec. 31, 2012 | $6,338 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,335 | $3 |
Net (loss) income | -259 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -248 | -11 |
Contributions | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 |
Distributions | -171 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -171 | ' |
Ending balance at Feb. 11, 2013 | 5,918 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,916 | 2 |
Effects of initial public offering and reorganization | ' | ' | ' | 5,918 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,916 | -2 |
Ending balance at Feb. 13, 2013 | 5,918 | ' | ' | 5,918 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | -8,160 | ' | ' | -4,805 | ' | ' | ' | -3,355 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions | 6 | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions | -2,217 | ' | ' | -2,217 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | 57,755 | 5 | 9 | 36,444 | 57,750 | -36,453 | 1,400 | ' | 1,400 | ' | ' |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,666,667 | 8,666,667 | ' | ' | ' | ' | 100,000 | ' | ' | ' |
Purchase of Series B Membership interests and exchange and cancellation of Class B common stock | -1,400 | ' | ' | -1,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of Series B Membership interests and exchange and cancellation of Class B common stock, shares | ' | ' | -100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of Class A common stock under equity compensation plans | 6,296 | ' | ' | ' | ' | 6,296 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of Class A common stock under equity compensation plans, shares | ' | 542,927 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of restricted shares from treasury | ' | ' | ' | ' | -2,408 | ' | 2,408 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of restricted shares from treasury, shares | ' | ' | ' | ' | ' | ' | -182,964 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A common stock transferred to treasury | -1,731 | ' | ' | ' | ' | ' | -1,731 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A common stock transferred to treasury, shares | ' | -129,881 | ' | ' | ' | ' | 152,845 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeiture of restricted stock held in treasury | ' | ' | ' | ' | 2,240 | ' | -2,240 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeiture of restricted stock held in treasury, shares | ' | ' | ' | ' | ' | ' | 160,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of noncontrolling interest in consolidated subsidiary | -90 | ' | ' | -52 | -38 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance at Dec. 31, 2013 | 57,777 | 5 | 9 | 33,894 | 28,787 | ' | -1,563 | -3,355 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance, Shares at Dec. 31, 2013 | ' | 5,179,713 | 8,566,667 | ' | ' | ' | 129,881 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | 735 | ' | ' | 536 | ' | ' | ' | 199 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions | -8 | ' | ' | -8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, shares | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of Class A common stock under equity compensation plans | 765 | ' | ' | ' | ' | 765 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A common stock transferred to treasury | -125 | ' | ' | ' | ' | ' | -125 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A common stock transferred to treasury, shares | ' | -10,744 | ' | ' | ' | ' | 10,744 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance at Jun. 30, 2014 | $59,144 | $5 | $9 | $34,422 | $29,552 | ' | ($1,688) | ($3,156) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance, Shares at Jun. 30, 2014 | ' | 5,168,969 | 8,566,667 | ' | ' | ' | 140,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Operating activities: | ' | ' |
Net income (loss) | $735,000 | ($8,341,000) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' |
Stock-based compensation | 765,000 | 2,701,000 |
Depreciation and amortization | 816,000 | 490,000 |
Loss on extinguishment of debt and amortization of deferred financing costs | ' | 78,000 |
Fair value adjustments to contingent acquisition consideration | 809,000 | ' |
Gain on sale of available-for-sale securities | -20,000 | ' |
Changes in operating assets and liabilities: | ' | ' |
Increase in cash held on behalf of others | -2,324,000 | -374,000 |
Increase in accounts receivable, prepaid expenses and other assets | -1,216,000 | -694,000 |
Decrease in income taxes receivable | 122,000 | ' |
Increase in advanced commissions | -2,134,000 | -2,294,000 |
Increase in accounts payable, accrued expenses and other liabilities | 2,424,000 | 358,000 |
(Decrease) increase in deferred revenue | -734,000 | 182,000 |
Increase in income taxes payable | ' | 1,295,000 |
Increase in due to member pursuant to tax receivable agreement | ' | 359,000 |
Net cash used in operating activities | -757,000 | -6,240,000 |
Investing activities: | ' | ' |
Proceeds from sale of available-for sale securities | 33,020,000 | ' |
Acquisition of available-for-sale securities | -18,000,000 | -15,000,000 |
Proceeds from maturities of held-to-maturity securities | 4,802,000 | ' |
Acquisitions of held-to-maturity securities | ' | -5,521,000 |
Payments for deposits | -975,000 | -7,000 |
Purchases of property and equipment | -179,000 | -94,000 |
Net cash provided by (used in) investing activities | 18,668,000 | -20,622,000 |
Financing activities: | ' | ' |
Distributions to member | -924,000 | -1,542,000 |
Payment of contingent acquisition consideration | -900,000 | ' |
Class A common stock withheld in treasury from restricted share vesting | -125,000 | 0 |
Payments for long-term debt and noncompete obligation | -81,000 | -3,410,000 |
Payments for equity issuance | ' | -1,643,000 |
Acquisition of noncontrolling interest in subsidiary | ' | -90,000 |
Contributions from noncontrolling interests | ' | 16,000 |
Net cash (used in) provided by financing activities | -2,030,000 | 54,091,000 |
Net increase in cash and cash equivalents | 15,881,000 | 27,229,000 |
Cash and cash equivalents at beginning of period | 17,054,000 | 750,000 |
Cash and cash equivalents at end of period | 32,935,000 | 27,979,000 |
Class A common stock | ' | ' |
Financing activities: | ' | ' |
Issuance of common stock in initial public offering | ' | 60,760,000 |
Common Stock Issuance Over Allotment Option | Class A common stock | ' | ' |
Financing activities: | ' | ' |
Issuance of common stock in initial public offering | ' | 1,302,000 |
Series B Membership Interests | ' | ' |
Financing activities: | ' | ' |
Purchase of Series B Membership interests | ' | ($1,302,000) |
Organization_Basis_of_Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies | ' |
1. Organization, Basis of Presentation and Summary of Significant Accounting Policies | |
In this quarterly report, unless the context suggests otherwise, references to the “Company,” “we,” “us” and “our” refer (1) prior to the February 13, 2013 initial public offering (“IPO”) of the Class A common stock of Health Insurance Innovations, Inc. and related transactions, to Health Plan Intermediaries, LLC (“HPI”) and its consolidated subsidiaries and (2) after our IPO and related transactions, to Health Insurance Innovations, Inc. and its consolidated subsidiaries. The terms “HII”, “HPIH” and “ICE” refer to the stand-alone entities Health Insurance Innovations, Inc., Health Plan Intermediaries Holdings, LLC, and Insurance Center for Excellence, LLC, respectively. The term “Secured” refers to (a) prior to or at the time of their July 17, 2013 acquisition by us, Sunrise Health Plans, Inc., Sunrise Group Marketing, Inc. and Secured Software Solutions, Inc., collectively, and (b) following our July 17, 2013 acquisition, the entities described in (a) and the limited liability companies into which such entities were converted shortly following such acquisition. The term “SIL” refers to Simple Insurance Leads, LLC, a partially owned venture we formed on October 7, 2013. HPIH, ICE, Secured and SIL are consolidated subsidiaries of HII. | |
Business Description and Organizational Structure of the Company | |
Our Business | |
We are a developer and administrator of affordable individual health insurance and discount benefit plans that are sold throughout the United States. The main product we sell, Short Term Medical (“STM”) insurance, is an alternative to Patient Protection and Affordable Care Act (“PPACA”)-qualified individual major medical plans and generally offers comparable benefits for qualifying individuals. We also offer guaranteed-issue hospital indemnity plans for individuals under the age of 65 and a variety of ancillary products that are frequently purchased together with the STM and hospital indemnity plans as supplements. We design and structure insurance products on behalf of our contracted insurance carrier companies, market them to individuals through a network of distributors, and manage the member relationship through customer service agents. Our sales are primarily executed online and offer real-time fulfillment through a proprietary web-based technology platform, through which we receive credit card and automated clearing house (“ACH”) payments directly from the purchasing customers, whom are referred to as “members,” at the time of sale. The plans are underwritten by contracted insurance carrier companies, and we assume no underwriting or insurance risk. | |
Our History | |
Our business began operations in 2008, and historically we operated through HPI. HII was incorporated in the State of Delaware in October 2012 to facilitate the IPO. Further, through a series of transactions, HPI assigned the operating assets of our business to HPIH, and HPIH assumed the operating liabilities of HPI. Since November 2012, we have operated our business through HPIH and its consolidated subsidiaries. See Note 6 for more information about the IPO. | |
Upon completion of the IPO, HII became a holding company, the principal asset of which is its interest in HPIH. All of HII’s business is conducted through HPIH and its subsidiaries. HII is the sole managing member and has 100% of the voting rights and control of HPIH. | |
Basis of Presentation | |
The condensed consolidated financial statements reflect the results of operations of HPI through the closing of the IPO on February 13, 2013, and the Company subsequent to the IPO. Intercompany accounts and transactions have been eliminated in consolidation. | |
Noncontrolling interests are included in the consolidated balance sheets as a component of stockholders’ equity that is not attributable to the equity of the Company. We report separately the amounts of consolidated net loss or income attributable to us and noncontrolling interests. | |
As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have also elected to delay the adoption of new and revised accounting standards until those standards would otherwise apply to nonpublic entities. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. These exemptions will apply for a period of five years following the completion of our IPO. However, if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an emerging growth company as of the following December 31. | |
The information included in this Quarterly Report on Form 10-Q, including the interim condensed consolidated financial statements and the accompanying notes, should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |
Reclassifications | |
Certain amounts in the prior period’s consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications include short-term loans receivable into advanced commissions; carriers and vendors payable and commissions payable into accounts payable and accrued expenses; and the long-term portion of the noncompete obligation into other liabilities in the accompanying consolidated balance sheets. | |
Use of Estimates | |
The accompanying unaudited interim condensed consolidated financial statements of the Company include all normal recurring accruals and adjustments considered necessary by management for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The consolidated results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of results that may be expected for the year ending December 31, 2014 or any future interim period. | |
Summary of Significant Accounting Policies | |
Our significant accounting policies are described in Note 1, Organization, Basis of Presentation, and Summary of Significant Accounting Policies, in our audited consolidated financial statements for the year ended December 31, 2013 in our Form 10-K. | |
Recent Accounting Pronouncements | |
In the following summary of recent accounting pronouncements, all references to effective dates of Financial Accounting Standards Board (“FASB”) guidance relate to nonpublic entities. As noted above, we have elected to delay the adoption of new and revised accounting standards until those standards would otherwise apply to nonpublic companies under provisions of the JOBS Act. | |
In May 2014, the FASB issued an amendment to its accounting guidance related to revenue recognition. The amendment clarifies the principles for recognizing revenue. The guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in the judgments and assets recognized from costs incurred to obtain or fulfill a contract. We will adopt this guidance in reporting periods beginning after December 15, 2017. We are currently evaluating the impact of adopting this pronouncement on our consolidated financial statements. | |
In July 2013, the FASB issued guidance which states that a liability for uncertain tax positions, or a portion of a liability for uncertain tax provisions, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, liability for uncertain tax positions should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the uncertain tax position and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014, with early adoption permitted. We plan to adopt this guidance during the quarter ended March 31, 2015, but we do not anticipate that it will have a significant impact on our consolidated financial statements. | |
Business_Acquisitions
Business Acquisitions | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Business Acquisitions | ' | |||||||
2. Business Acquisitions | ||||||||
Acquisition of Sunrise Health Plans, Inc. and Affiliates | ||||||||
On July 17, 2013, we consummated a Stock Purchase Agreement (the “Purchase Agreement”) with Joseph Safina, Howard Knaster and Jorge Saavedra (collectively, the “Sellers”), pursuant to which we acquired from the Sellers all of the outstanding equity of Sunrise Health Plans, Inc., a licensed insurance broker, Sunrise Group Marketing, Inc., a call center and sales lead management company, and Secured Software Solutions, Inc., an intellectual property holding company (collectively “Secured”), each of which was converted to a limited liability company shortly after closing, for a cash payment of $10.0 million plus $6.6 million of contingent consideration, which included contingent stock awards and a note payable. The Company also entered into employment agreements with the Sellers. The funding of the $10.0 million cash portion of the purchase price was provided primarily from net proceeds from the IPO. | ||||||||
In November 2013, HPIH and the Sellers reached an agreement to modify the contingent consideration, including the thresholds to earn such contingent consideration, and to terminate the contingent stock awards and note payable. Instead, the contingent consideration is payable in cash only. The contingent consideration included a one-time payment of $1.0 million, which was paid in November 2013. A fixed component in the aggregate of $250,000 will be paid quarterly if certain levels of policies in force, as defined by the amendment, are achieved, up to a maximum of $3.0 million. A variable component of no more than $200,000 per quarter will be paid if certain levels of growth in policies in force are achieved, up to a maximum of $2.4 million. In addition, one of the Sellers who severed his employment with Sunrise Health Plans, Inc. entered into a consulting arrangement with the Company. Contingent consideration also includes a potential payment of $150,000 to compensate the Sellers for personal income tax liability triggered by the acquisition. As of June 30, 2014, we had made total payments of $2.4 million under the contingent consideration agreement, and the maximum remaining payments under the agreement is $4.2 million. The estimated range of potential total contingent consideration is approximately $2.4 million to $6.6 million. | ||||||||
The fair value of contingent consideration is $3.8 million as of June 30, 2014 and is included in contingent acquisition consideration on the accompanying consolidated balance sheets. During the three and six months ended June 30, 2014, we recorded $87,000 and $809,000, respectively, in adjustments to fair value of the contingent consideration, which is included in other expense on the accompanying consolidated statements of operations. The increase in the fair value of the contingent consideration during the three months ended June 30, 2014 was primarily due to the discounting of the future payments. The increase for the six months ended June 30, 2014 was primarily due to an increase in the estimated probability of the Sellers’ continuing to achieve the policies in force thresholds to earn the contingent consideration that will result in maximum payout under the agreement. | ||||||||
The following table summarizes the fair value of the consideration for the acquisition as of July 17, 2013 ($ in thousands). The fair values are derived using discount rates related to the probability of the Sellers’ meeting the thresholds for payment and other risk factors including credit risk. | ||||||||
Cash paid at closing | $ | 10,000 | ||||||
Contingent consideration | 4,872 | |||||||
Total consideration | $ | 14,872 | ||||||
The following table summarizes the allocation of the total purchase prices for the acquisition as of July 17, 2013 ($ in thousands): | ||||||||
Cash | $ | 91 | ||||||
Accounts receivable and other assets (1) | 332 | |||||||
Property and equipment (1) | 128 | |||||||
Accounts payable and accrued expenses (1) | (326 | ) | ||||||
Intangible asset – brand | 76 | |||||||
Intangible asset – noncompete agreements | 99 | |||||||
Intangible asset – customer relationships-distributors | 1,050 | |||||||
Intangible asset – customer relationships-direct | 788 | |||||||
Intangible asset – capitalized software | 526 | |||||||
Goodwill (2) | 12,108 | |||||||
$ | 14,872 | |||||||
-1 | The carrying value of accounts receivable, property and equipment and accounts payable and accrued expenses acquired approximated fair value; as such, no adjustments to these accounts were recorded in association with the acquisition. | |||||||
-2 | As of June 30, 2014, the amount of goodwill acquired that we expect to be deductible for income tax purposes is $8.4 million. | |||||||
The goodwill allocated to the purchase price was calculated as the fair value of the consideration less the assets acquired and liabilities assumed. This value is primarily related to expected results of future operations of Secured and the operational and technological synergies we expect to realize as a result of the acquisition. | ||||||||
The following table ($ in thousands) presents unaudited pro forma information for the Company assuming the acquisition of Secured had occurred as of January 1, 2013. This pro forma information does not purport to represent what our actual results would have been if the acquisition had occurred as of the date indicated or what such results would be for any future periods. | ||||||||
Three months ended June 30, 2013 | Six months ended June 30, 2013 | |||||||
Revenues | $ | 14,431 | $ | 28,221 | ||||
Net income (loss) before income taxes | 1,052 | (5,282 | ) | |||||
Net income (loss) | 1,852 | (5,659 | ) | |||||
Net income (loss) attributable to Health Insurance Innovations, Inc. | 2,694 | (1,126 | ) | |||||
Income (loss) per share – basic | 0.57 | (0.24 | ) | |||||
Income (loss) per share – diluted | 0.57 | (0.24 | ) | |||||
Acquisition of Insurance Center for Excellence, LLC | ||||||||
On June 1, 2012, HPI and TSG Agency, LLC (“TSG”) acquired ICE. ICE is a licensed call center and a call center training facility for our distributors. In connection with the transaction, HPI received an 80% controlling interest in ICE and TSG received a 20% noncontrolling interest in ICE. On June 30, 2013, we purchased TSG’s 20% interest in ICE for $90,000 and, as a result, ICE is our wholly-owned subsidiary. |
Variable_Interest_Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2014 | |
Variable Interest Entities | ' |
3. Variable Interest Entities | |
As of June 30, 2014, we are the primary beneficiary of two entities that each constitute a variable interest entity (“VIE”) pursuant to FASB guidance. | |
HPIH | |
As of June 30, 2014, we had a variable interest in HPIH. 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 own less than 50% of the total membership and economic interest, and the other members of HPIH hold no voting rights in HPIH, but own more than 50% of the membership and economic interest. 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 minority 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 minority interest. | |
Simple Insurance Leads, LLC | |
On October 7, 2013, HPIH entered into a Limited Liability Company Operating Agreement (the “SIL LLC Agreement”) with Health Benefits One, LLC (“HBO”) to form Simple Insurance Leads, LLC (“SIL”), a venture intended to procure sales leads for us and our distributors. We had made $402,000 in contributions to SIL as of June 30, 2014, and may be required to make total contributions of $492,000 under the SIL LLC Agreement. HBO had no obligations to make any initial capital contributions. | |
Per the SIL LLC Agreement, so long as HPIH’s unreturned capital contributions have not been reduced to zero, HPIH may, without the consent of HBO, cause SIL to take any significant actions affecting SIL’s day-to-day operations, including the sale or disposition of SIL assets and entrance into voluntary liquidation or receivership of SIL. As such, we determined that we have the power to control the day-to-day activities of SIL. | |
We have concluded that we are the primary beneficiary of SIL, and therefore, should consolidate SIL since we have power over and receive the benefits of SIL. We have the power to direct the activities of SIL that most significantly impact its economic performance. Per terms of the SIL LLC Agreement, we have determined that 100% of the operating income or loss of the VIE should be allocated to us. As of June 30, 2014, our maximum exposure to loss as a result of our involvement in this VIE is 100% of our capital contributions to SIL, or $402,000, plus 100% of the operating income or loss of the VIE, as noted above. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||
4. Goodwill and Intangible Assets | ||||||||||||||||
Goodwill | ||||||||||||||||
Our goodwill balance at June 30, 2014 arose from previous acquisitions, and was $18.0 million as of June 30, 2014 and December 31, 2013. No goodwill was acquired or impaired during the six months ended June 30, 2014. | ||||||||||||||||
Other Intangible Assets | ||||||||||||||||
Our other intangible assets arose primarily from the acquisitions described above and consist of a brand, the carrier network, distributor relationships, customer relationships, noncompete agreements and capitalized software. Finite-lived intangible assets are amortized over their useful lives from two to fifteen years. | ||||||||||||||||
Major classes of intangible assets as of June 30, 2014 consisted of the following ($ in thousands): | ||||||||||||||||
Weighted-average Amortization (years) | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, net | |||||||||||||
Brand | 2 | $ | 76 | $ | (36 | ) | $ | 40 | ||||||||
Carrier network | 5 | 40 | (22 | ) | 18 | |||||||||||
Distributor relationships | 8.8 | 4,660 | (1,485 | ) | 3,175 | |||||||||||
Noncompete agreements | 4.8 | 942 | (356 | ) | 586 | |||||||||||
Customer relationships | 2 | 788 | (378 | ) | 410 | |||||||||||
Capitalized software | 2.2 | 571 | (269 | ) | 302 | |||||||||||
Total intangible assets | 6.9 | $ | 7,077 | $ | (2,546 | ) | $ | 4,531 | ||||||||
Major classes of intangible assets as of December 31, 2013 consisted of the following ($ in thousands): | ||||||||||||||||
Weighted-average Amortization (years) | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, net | |||||||||||||
Brand | 2 | $ | 76 | $ | (17 | ) | $ | 59 | ||||||||
Carrier network | 5 | 40 | (18 | ) | 22 | |||||||||||
Distributor relationships | 8.8 | 4,660 | (1,192 | ) | 3,468 | |||||||||||
Noncompete agreement | 4.8 | 942 | (254 | ) | 688 | |||||||||||
Customer relationship | 2 | 788 | (181 | ) | 607 | |||||||||||
Capitalized Software | 2.2 | 571 | (134 | ) | 437 | |||||||||||
Total intangible assets | 6.9 | $ | 7,077 | $ | (1,796 | ) | $ | 5,281 | ||||||||
Amortization expense for the three months ended June 30, 2014 and 2013 was $375,000 and $226,000, respectively, and for the six months ended June 30, 2014 and 2013 was $750,000 and $451,000, respectively. | ||||||||||||||||
Estimated annual pretax amortization of intangible assets for the remainder of 2014 and in each of the next five years are as follows ($ in thousands): | ||||||||||||||||
Remainder of 2014 | $ | 749 | ||||||||||||||
2015 | 1,181 | |||||||||||||||
2016 | 787 | |||||||||||||||
2017 | 689 | |||||||||||||||
2018 | 457 | |||||||||||||||
2019 | 70 | |||||||||||||||
Thereafter | 598 | |||||||||||||||
Total | $ | 4,531 | ||||||||||||||
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Accounts Payable and Accrued Expenses | ' | |||||||
5. Accounts payable and other liabilities | ||||||||
Accounts payable and accrued expenses consisted of the following as of ($ in thousands): | ||||||||
30-Jun-14 | 31-Dec-13 | |||||||
Accounts payable | $ | 582 | $ | 588 | ||||
Carriers and vendors payable | 5,137 | 3,310 | ||||||
Commissions payable | 1,727 | 1,453 | ||||||
Accrued wages | 927 | 793 | ||||||
Accrued refunds | 712 | 715 | ||||||
Accrued credit card/ACH fees | 124 | 80 | ||||||
Accrued interest | 1 | 35 | ||||||
Accrued professional fees | 76 | 34 | ||||||
Other accruals | 223 | 66 | ||||||
Total accounts payable and accrued expenses | $ | 9,509 | $ | 7,074 | ||||
Stockholders_Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders' Equity | ' |
6. 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 common stock. In addition, we issued 8,666,667 shares of our Class B common stock, of which 8,580,000 shares of Class B common stock were obtained by HPI and 86,667 shares of Class B common stock were obtained by Health Plan Intermediaries Sub, LLC (“HPIS”), of which HPI is the managing member. In addition, we granted the underwriters of the IPO the right to purchase additional shares of Class A common stock to cover over-allotments (the “over-allotment option”). | |
Our authorized capital stock consists of 100,000,000 shares of Class A common stock, par value $0.001 per share, 20,000,000 shares of Class B common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. | |
Class A Common Stock and Class B Common Stock | |
Each share of Class A common stock and Class B common stock entitles its holders to one vote per share on all matters to be voted upon by the stockholders, and holders of each class will vote together as a single class on all such matters. Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, expect as otherwise required by applicable law. As of June 30, 2014, the Class A common stockholders had 37.6% of the voting power in HII and the Class B common stockholders had 62.4% of the voting power in HII. Holders of shares of our Class A common stock have 100% of the economic interest in HII. Holders of Class B common stock do not have an economic interest in HII. | |
The determination to pay dividends, if any, to our Class A common stockholders will be made by our board of directors. We do not, however, expect to declare or pay any cash or other dividends in the foreseeable future on our Class A common stock, as we intend to reinvest any cash flow generated by operations in our business. We may enter into credit agreements or other borrowing arrangements in the future that prohibit or restrict our ability to declare or pay dividends on our Class A common stock. In the event of liquidation, dissolution, or winding up of HII, the holders of Class A common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The holders of our Class A common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A common stock. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future. | |
Class B common stockholders will not be entitled to any dividend payments. In the event of any dissolution, liquidation, or winding up of our affairs, whether voluntary or involuntary, after payment of our debts and other liabilities and making provision for any holders of our preferred stock that have a liquidation preference, our Class B common stockholders will not be entitled to receive any of our assets. In the event of our merger or consolidation with or into another company in connection with which shares of Class A common stock and Class B common stock (together with the related membership interests) are converted into, or become exchangeable for, shares of stock, other securities or property (including cash), each Class B common stockholder will be entitled to receive the same number of shares of stock as is received by Class A common stockholders for each share of Class A common stock, and will not be entitled, for each share of Class B common stock, to receive other securities or property (including cash). No holders of Class B common stock will have preemptive rights to purchase additional shares of Class B common stock. | |
Exchange Agreement | |
On February 13, 2013, we entered into an exchange agreement (the “Exchange Agreement”) with the holders of the Series B Membership Interests of HPIH. Pursuant to and subject to the terms of the Exchange Agreement and the amended and restated limited liability company agreement of HPIH, holders of Series B Membership Interests, at any time and from time to time, may exchange one or more Series B Membership Interests, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. See Note 1 from our December 31, 2013 annual consolidated financial statements included in our Form 10-K for the year ended December 31, 2013 for further information on the Exchange Agreement. | |
In accordance with the Exchange Agreement, in March 2013, we received $1.4 million in proceeds from the issuance of 100,000 shares of Class A common stock through the underwriter’s exercise of its over-allotment option in connection with our IPO. We immediately used the proceeds to acquire Series B Membership Interests, together with an equal number of shares of our Class B common stock from HPI. These Series B Membership Interests were immediately recapitalized into Series A Membership Interests in HPIH. | |
On February 1, 2014, a registration statement on Form S-3 became effective under which we registered 8,566,667 shares of our Class A common stock for resale from time to time by the selling stockholder, of which all such shares are issuable upon the exchange of an equivalent number of Series B Membership Interests in HPIH (together with an equal number of shares of our Class B common stock). | |
As of August 7, 2014, no shares of Class A common stock have been resold pursuant to this registration statement. | |
Preferred Stock | |
Our board of directors has the authority to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders. | |
The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of HII without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. At present, we have no plans to issue any preferred stock. | |
Treasury Stock | |
Treasury stock is recorded at cost and arises pursuant to the surrender of shares by certain employees to satisfy statutory tax withholding obligations on vested restricted stock awards. In addition, certain restricted stock awards have been granted from shares in Treasury. During the three and six months ended June 30, 2014, 857 and 10,744 shares, respectively, were transferred to Treasury as a result of surrendered shares of vested restricted stock awards, but no shares were granted to employees from Treasury as restricted stock awards. As of June 30, 2014, we had 140,625 shares of treasury stock, carried at an aggregate cost of $1.7 million. During the six months ended June 30, 2013, no activity related to treasury stock took place. | |
Stockbased_Compensation
Stock-based Compensation | 6 Months Ended | ||||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||||
Stock-based Compensation | ' | ||||||||||||||||||||||||||||||
7. 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 restricted shares, stock appreciation rights (“SARs”), stock options and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. The LTIP expires after ten years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our board of directors terminates this plan. There are 1,250,000 shares of Class A common stock reserved for issuance under the LTIP. | |||||||||||||||||||||||||||||||
Expense for stock-based compensation is recognized based upon estimated grant date fair value and is amortized over the service period of the awards using the accelerated method. For grants of SARS or options, we apply the Black-Scholes option-pricing model in determining the fair value of share-based payments to employees. The resulting compensation expense is recognized over the period. Compensation expense is recognized only for those awards expected to vest. All stock-based compensation expense is classified within selling, general and administrative expense in the consolidated statements of operations. None of the stock-based compensation was capitalized during the three and six months ended June 30, 2014 and 2013. | |||||||||||||||||||||||||||||||
During the three and six months ended June 30, 2014, 55,000 SARs were granted. The expected term of the awards represents the estimated period of time until exercise, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. For the three and six months ended June 30, 2014 and 2013, the expected stock price volatility was determined using a peer group of public companies within our industry as we believe this method better approximates the long-term volatility of our stock. In the short time since our IPO, our stock has been subject to large fluctuations due to a small percentage of shares available for trading, resulting in a low trading volume. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with an equivalent remaining term. We have not paid dividends in the past and do not currently plan to pay any dividends in the foreseeable future. | |||||||||||||||||||||||||||||||
The Black-Scholes option-pricing model was used with the following weighted average assumptions: | |||||||||||||||||||||||||||||||
Six months ended | |||||||||||||||||||||||||||||||
June 30, | |||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 1.5 | % | 0.9 | % | |||||||||||||||||||||||||||
Expected option life | 4.9 years | 4.5 years | |||||||||||||||||||||||||||||
Expected volatility | 40.5 | % | 45.5 | % | |||||||||||||||||||||||||||
Expected dividend yield | none | none | |||||||||||||||||||||||||||||
The following table summarizes SARs and restricted shares granted during the three and six months ended June 30, 2014 and 2013 (in thousands): | |||||||||||||||||||||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||
SARs Issued | Restricted Shares Issued | SARs Issued | Restricted Shares Issued | SARs Issued | Restricted Shares Issued | SARs Issued | Restricted Shares Issued | ||||||||||||||||||||||||
55 | — | — | 14 | 55 | — | 150 | 543 | ||||||||||||||||||||||||
There were no forfeitures and no SARS were exercised during the six months ended June 30, 2014 and 2013. | |||||||||||||||||||||||||||||||
The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2014 and 2013 ($ in thousands): | |||||||||||||||||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||
SARs | $ | 195 | $ | 252 | $ | 398 | $ | 294 | |||||||||||||||||||||||
Restricted shares | 165 | 1,675 | 367 | 2,407 | |||||||||||||||||||||||||||
$ | 360 | $ | 1,927 | $ | 765 | $ | 2,701 | ||||||||||||||||||||||||
The following table summarizes unrecognized stock-based compensation and the remaining period over which such stock-based compensation is expected to be recognized as of June 30, 2014 ($ in thousands): | |||||||||||||||||||||||||||||||
Remaining years | |||||||||||||||||||||||||||||||
SARs | $ | 1,120 | 2.4 | ||||||||||||||||||||||||||||
Restricted shares | 872 | 2.1 | |||||||||||||||||||||||||||||
$ | 1,992 | ||||||||||||||||||||||||||||||
The amounts in the table above do not include the cost of any additional awards that may be granted in future periods. |
Net_Income_Loss_per_Share
Net Income (Loss) per Share | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Net Income (Loss) per Share | ' | |||||||||||||||
8. Net income (loss) per Share | ||||||||||||||||
The computations of basic and diluted net income (loss) per share attributable to Health Insurance Innovations, Inc. for the three and six months ended June 30, 2014 and 2013 were as follows ($ in thousands, except share and per share data): | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic net income (loss) attributable to Health Insurance Innovations, Inc. | $ | 273 | $ | (404 | ) | $ | 199 | $ | (4,092 | ) | ||||||
Average shares—basic | 5,040,883 | 4,766,667 | 5,033,318 | 4,750,000 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
Restricted shares | 47,507 | — | 52,180 | — | ||||||||||||
Average shares—diluted | 5,088,390 | 4,766,667 | 5,085,498 | 4,750,000 | ||||||||||||
Basic net income (loss) per share attributable to Health Insurance Innovations, Inc. | $ | 0.05 | $ | (0.08 | ) | $ | 0.04 | $ | (0.86 | ) | ||||||
Diluted net income (loss) per share attributable to Health Insurance Innovations, Inc. | $ | 0.05 | $ | (0.08 | ) | $ | 0.04 | $ | (0.86 | ) | ||||||
Potential common shares are included in the diluted per share calculation when dilutive. Potential common shares consist of Class A common stock issuable through unvested restricted stock grants and stock appreciation rights and are calculated using the treasury stock method. There is no effect on our restricted stock and SARs in the computation of diluted earnings per share for the three and six months ended June 30, 2013 due to a net loss in the first two quarters of 2013. | ||||||||||||||||
The following securities were not included in the calculation of diluted net income (loss) per share because such inclusion would be anti-dilutive (in thousands): | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Restricted shares | 80 | 502 | 75 | 498 | ||||||||||||
SARs | 404 | 150 | 404 | 150 | ||||||||||||
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Taxes | ' |
9. Income Taxes | |
Our subsidiary, HPIH, operates in the United States as a partnership for U.S. federal and state income tax purposes, where taxation is the responsibility of its partners. As a partner in HPIH, we are subject to U.S. corporate federal, state and local income taxes that are reflected in our consolidated financial statements. The effective tax rate for the three and six months ended June 30, 2014 was 13.9% and 14.7%, respectively. The effective tax rate for the three and six months ended June 30, 2013 was (18.4%). The effective tax rate for the three and six months ended June 30, 2013 was significantly impacted by expenses for stock compensation that were not yet forecasted to be deductible for tax purposes, whereas the effective tax rate for the three and six months ended June 30, 2014 was not impacted to this same extent. Provision for income taxes was $159,000 and $128,000 for the three months ended June 30, 2014 and 2013, respectively. Provision for income taxes was $127,000 and $1.3 million for the six months ended June 30, 2014 and 2013, respectively. | |
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 likely than not 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. | |
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 be unable to realize these deferred tax assets. | |
Our effective tax rate is reduced because certain of our subsidiaries operate as limited liability companies which are not subject to federal or state income tax. Accordingly, a portion of our earnings or losses attributable to noncontrolling interests are not subject to corporate level taxes. Additionally, our effective tax rate includes a valuation allowance placed on all of our deferred tax assets, as we believe it is more likely than not that our deferred tax assets will not be realized to offset future taxable income. | |
We project to have a current tax liability for the year resulting from our forecasted results from operations. We do not project that the current tax liability will enable any portion of our deferred tax assets to be realized, and as such, the tax benefit that ordinarily accompanies a deferred tax asset is not available to offset the tax expense from our projected current tax liability. | |
For the three and six months ended June 30, 2014 and 2013, there was no change to our total gross unrecognized tax benefit. We believe that there will not be a significant increase or decrease to the uncertain tax positions within 12 months of the reporting date. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies | ' |
10. Commitments and Contingencies | |
Leases | |
We lease office spaces to conduct the operations of HPIH, ICE and Secured which expire in 2017, 2015 and 2016, respectively. We also lease certain equipment under operating leases, which expire in 2015. The office space operating lease agreements contain rent holidays and rent escalation provisions. Rent holidays and rent escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. The difference between cash rent payments and straight-line rent expense was $74,000 and $70,000 as of June 30, 2014 and December 31, 2013, respectively. Total rent expense under all operating leases, which includes equipment, was $116,000 and $61,000 for the three month ended June 30, 2014 and 2013, respectively, and $189,000 and $114,000 for the six months ended June 30, 2014 and 2013, respectively, and is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. | |
BimSym Agreements | |
On August 1, 2012, we entered into a software assignment agreement with BimSym eBusiness Solutions, Inc. (“BimSym”) for our exclusive ownership of all rights, title and interest in the technology platform (“A.R.I.E.S. System”) developed by BimSym and utilized by us. As a result of the agreement, we purchased the A.R.I.E.S. System, our proprietary sales and member administration platforms, for $45,000 and this purchase was capitalized and recorded as an intangible asset. In connection with this agreement, we simultaneously entered into a master services agreement for the technology, under which we are required to make monthly payments of $26,000 for 5 years. After the five-year term, this agreement automatically renews for one-year terms unless we give 60 days’ notice. | |
Additionally, we also entered into an exclusivity agreement with BimSym whereby neither BimSym nor any of its affiliates will create, market or sell a software, system or service with the same or similar functionality as that of A.R.I.E.S. System under which we are required to make monthly payments of $16,000 for five years. The present value of these payments was capitalized and recorded as an intangible asset with a corresponding liability on the accompanying consolidated balance sheets. | |
Legal Proceedings | |
As of June 30, 2014, we had no significant pending legal proceedings. We are subject to certain legal proceedings and claims that may arise in the ordinary course of business. In the opinion of management, we do not have a potential liability related to any current legal proceedings and claims that would individually, or in the aggregate, have a material adverse effect on our financial condition, liquidity, results of operations, or cash flows. |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
11. Fair Value Measurements | ||||||||||||||||
We measure and report financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (referred to as an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value of our financial assets and liabilities is determined by using three levels of input, which are defined as follows: | ||||||||||||||||
Level 1: | Quoted prices in active markets for identical assets or liabilities | |||||||||||||||
Level 2: | Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability | |||||||||||||||
Level 3: | Unobservable inputs for the asset or liability | |||||||||||||||
The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | ||||||||||||||||
We utilize the market approach to measure the fair value of our financial assets. As subjectivity exists with respect to many of the valuation techniques, the fair value estimates we have disclosed may not equal prices that we may ultimately realize if the assets are sold or the liabilities are settled with third parties. Below is a description of our valuation methods. | ||||||||||||||||
Investments. Our short-term investments include certificates of deposit. The certificates of deposit have maturities ranging from three months to twelve months. The short-term investments are classified within Level 1 of the fair value hierarchy. Because the carrying values of the investments approximate the fair values, there are no holding gains or losses on these securities. | ||||||||||||||||
Contingent consideration for business acquisition. The contingent consideration related to the acquisition of Secured includes periodic cash payments, as described in Note 2, and is 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 Secured to receive payment and the nature of such payments. The underlying outcomes are subject to actual revenues and earnings relative to the target results in the respective instruments or agreement. These liabilities are included in Level 3 of the fair value hierarchy. | ||||||||||||||||
Noncompete obligation. Our noncompete obligation, an exclusivity agreement with the developer of the A.R.I.E.S System as described in Note 10 is primarily valued using nonbinding market prices as stated in the agreement that are corroborated by observable market data. The inputs and fair value are reviewed for reasonableness and may be further validated by comparison to publicly available information or compared to multiple independent valuation sources. The noncompete obligation is classified within Level 2 of the fair value hierarchy. | ||||||||||||||||
The carrying amounts of financial assets and liabilities reported in the accompanying consolidated balance sheets for cash and cash equivalents, cash held on behalf of others, credit card transactions receivable, accounts receivable, advanced commissions, carriers and vendors payable, commissions payable, and accounts payable and accrued expenses as of June 30, 2014 approximate fair value because of the short-term duration of these instruments. | ||||||||||||||||
As of June 30, 2014, our assets and liabilities measured at fair value were as follows ($ in thousands): | ||||||||||||||||
Fair Value Measurement as of June 30, 2014 | ||||||||||||||||
Carrying Value as of June 30, 2014 | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | ||||||||||||||||
Certificates of deposit | $ | 2,535 | $ | 2,535 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Noncompete obligation | $ | 545 | $ | — | $ | 537 | $ | — | ||||||||
Contingent acquisition consideration | 3,785 | — | — | 3,785 | ||||||||||||
$ | 4,330 | $ | — | $ | 537 | $ | 3,785 | |||||||||
As of December 31, 2013, our assets and liabilities measured at fair value were as follows ($ in thousands): | ||||||||||||||||
Fair Value Measurement as of December 31, 2013 | ||||||||||||||||
Carrying Value as of December 31, 2013 | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | ||||||||||||||||
Certificates of deposit | $ | 7,337 | $ | 7,337 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Noncompete obligation | $ | 626 | $ | — | $ | 613 | $ | — | ||||||||
Contingent acquisition consideration | 3,876 | — | — | 3,876 | ||||||||||||
$ | 4,502 | $ | — | $ | 613 | $ | 3,876 | |||||||||
A summary of the changes in the fair value of liabilities carried at fair value that have been classified in Level 3 of the fair value hierarchy was as follows ($ in thousands): | ||||||||||||||||
Contingent Acquisition Consideration | ||||||||||||||||
Balance as of January 1, 2014 | $ | 3,876 | ||||||||||||||
Payments | (900 | ) | ||||||||||||||
Realized loss included in income | 58 | |||||||||||||||
Unrealized loss included in income | 751 | |||||||||||||||
Total realized and unrealized loss | 809 | |||||||||||||||
Balance as of June 30, 2014 | $ | 3,785 | ||||||||||||||
Realized and unrealized loss on the contingent acquisition are included in other expense (income) on the accompanying consolidated statements of operations. | ||||||||||||||||
Segments
Segments | 6 Months Ended |
Jun. 30, 2014 | |
Segments | ' |
12. Segments | |
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing our performance. Our chief operating decision-maker is considered to be the chief executive officer (“CEO”). The CEO reviews our financial information in a manner substantially similar to the accompanying consolidated financial statements. In addition, our operations, revenues, and decision-making functions are based solely in the United States. Therefore, management has concluded that we operate in one operating and geographic segment. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions | ' |
13. Related Party Transactions | |
Health Plan Intermediaries, LLC | |
HPI and its subsidiary HPIS, which are beneficially owned by Mr. Kosloske (our Chairman, CEO and President), are related parties by virtue of their Series B Membership Interests in HPIH, of which we are managing member. During the six months ended June 30, 2014 and 2013, HPIH paid cash distributions of $924,000 and $944,000, respectively, to these entities related to estimated federal and state income taxes, pursuant to the operating agreement entered into by HPIH and HPI. The distribution made during the six months ended June 30, 2014 included $916,000 that was accrued as of December 31, 2013. The distribution made during the six months ended June 30, 2013 consisted of an accrual of $773,000 which was made during the year ended December 31, 2012 and an additional accrual of $171,000 which was made prior to the IPO. | |
Tax Receivable Agreement | |
On February 13, 2013, we entered into a tax receivable agreement with the holders of the HPIH Series B Membership Interests, which holders are beneficially owned by Mr. Kosloske. The agreement 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 tax receivable agreement) as a result of any possible future increases in tax basis and of certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement itself. This is HII’s obligation and not an obligation of HPIH. HII will benefit from the remaining 15% of any realized cash savings. For purposes of the tax receivable agreement, 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 tax receivable agreement itself. The tax receivable agreement became effective upon completion of the IPO and will remain in effect until all such tax benefits have been used or expired, unless HII exercises its right to terminate the tax receivable agreement for an amount based on the agreed payments remaining to be made under the agreement or HII breaches any of its material obligations under the tax receivable agreement in which case all obligations will generally be accelerated and due as if HII had exercised its right to terminate the agreement. Any potential future payments will be calculated using the market value of our Class A common stock at the time of the relevant exchange and prevailing tax rates in future years and will be dependent on us generating sufficient future taxable income to realize the benefit. Payments are generally due under the tax receivable agreement 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 June 30, 2014, we had made no such payments under the tax receivable agreement. As of June 30, 2014, we would be obligated to pay Mr. Kosloske $423,000 if our taxes payable on our subsequent annual tax return filings are shown to be reduced as result of an increase in our tax basis due to the issuance of 100,000 shares of Class A common stock subsequent to the IPO pursuant to the IPO underwriters’ over-allotment option. See Note 6 for further information on this issuance of Class A common stock. | |
TSG Agency, LLC | |
TSG is a related party by virtue of its involvement in ICE, as described in Note 2. On March 14, 2013, we terminated our contract rights with TSG for an aggregate cash price of $5.5 million. In conjunction with the transaction, Ivan Spinner, TSG’s principal, joined HII as an employee. | |
On June 30, 2013, we purchased TSG’s interest in ICE for a cash payment to TSG of $90,000. See Note 2 for further information on this transaction. | |
On March 15, 2014, Mr. Spinner’s employment agreement with HII was terminated. | |
Health Benefits One, LLC | |
In October 2013, HPIH formed SIL with HBO, one of our distributors. See Note 3 for more information on this joint venture. HBO is a related party by virtue of its 50% ownership of membership interests in SIL. During the three months ended June 30, 2014 and 2013, we made net advanced commissions payments of $74,000 and $80,000, respectively, and recognized $1.2 million and $125,000, respectively, of commission expense related to HBO. During the six months ended June 30, 2014 and 2013, we made net advanced commissions payments of $528,000 and $101,000, respectively, and recognized $2.0 million and $176,000, respectively, of commission expense related to HBO. As of June 30, 2014 and December 31, 2013, the advanced commissions balances related to HBO included in the accompanying consolidated balance sheets were $985,000 and $101,000, respectively. |
Subsequent_Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Event | ' |
14. Subsequent Events | |
Acquisition of HealthPocket, Inc. | |
On July 14, 2014, we entered into an agreement to acquire (the “Merger Agreement”) HealthPocket, Inc., a Delaware corporation (“HealthPocket”) from Mr. Bruce Telkamp (“Mr. Telkamp”), Dr. Sheldon Wang, (“Dr. Wang”) and minority equity holders of HealthPocket. The closing of the acquisition occurred on July 14, 2014 simultaneous with the signing of the Merger Agreement. | |
Pursuant to the Merger Agreement, at the Closing, we paid consideration consisting of approximately $21.9 million in cash and 900,900 shares of Class A common stock, $0.001 par value per share, with such shares of the Class A common stock having an agreed upon aggregate value of $10.0 million, or $11.10 per share. A portion of the merger consideration consisting of $3,200,000 in cash was deposited with an escrow agent to fund payment obligations with respect to post-closing working capital adjustments, post-closing indemnification obligations of HealthPocket’s former equity holders, and fees and expenses of the representative of HealthPocket’s former equity holders. | |
All vested options and warrants to acquire shares of HealthPocket’s capital stock were terminated in connection with the acquisition, and the holders thereof will be paid a portion of the aggregate consideration upon the terms and subject to the conditions set forth in the Merger Agreement. All unvested options to acquire shares of HealthPocket’s capital stock were converted into options to acquire shares of our Class A Common Stock upon the terms and subject to the conditions set forth in the Merger Agreement. | |
Under the terms of the Merger Agreements, the former equity holders of HealthPocket may elect to receive cash or shares of our Class A common stock. Mr. Telkamp and Dr. Wang have agreed to accept cash and common stock, including 50% each of any shares not elected by other former HealthPocket equity holders. | |
Effective July 14, 2014, HII's Board of Directors appointed Mr. Telkamp as our Chief Operating Officer and the continuing Chief Executive Officer of HealthPocket, and we entered into an employment agreement and a three-year noncompete contract with Mr. Telkamp. Mr. Telkamp was also appointed as a member of HII’s Board of Directors. In addition, effective July 14, 2014, HII’s Board of Directors appointed Dr. Wang as our Chief Technology Officer and the continuing President of HealthPocket, and we entered into an employment agreement and a three-year noncompete contract with Dr. Wang. | |
Related to the acquisition of HealthPocket, during the three and six months ended June 30, 2014, we recognized $86,000 in transaction costs. There were no integration costs incurred during the three and six months ended June 30, 2014. Transaction costs were expensed as incurred and are included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. We expect to incur additional acquisition related costs in the third quarter of 2014. | |
As a result of the acquisition of HealthPocket, beginning in the third quarter of 2014, our consolidated results of operations will include the results of HealthPocket. We have not completed a detailed valuation analysis necessary to determine the final fair market values of the acquired net assets of HealthPocket’s, and any related income tax effects and the initial accounting for the business combination is incomplete at this time. We expect to finalize the acquisition accounting related to the transaction during the third quarter of 2014. Pro forma financial information for HealthPocket as of June 30, 2014 and March 31, 2014 and for the periods ended March 31, 2014 and 2013 is currently unavailable. We will furnish such pro forma information pursuant to FASB and SEC guidelines when it becomes available. | |
This transaction is expected to provide us with additional benefits such as increased and ongoing sales referrals that we will own, broad consumer and industry data to facilitate our entry into new markets and revenue streams, advanced health information technology to position us to better assist our stakeholders, including customers, insurance brokers and insurance carriers, and other technological and operational synergies. | |
Acquisition of American Service Insurance Agency, LLC | |
On August 8, 2014, we entered into an agreement (the “Purchase Agreement”) to acquire all of the issued and outstanding membership interests of American Service Insurance Agency, LLC, a Texas insurance brokerage (“ASIA”), from Mr. Landon Jordan (“Mr. Jordan”) for an initial cash payment of $1.8 million and, comprised of a prior deposit of $325,000 and a closing payment of $1.5 million, and $2.2 million in contingent consideration, as described below. The closing of the acquisition occurred on August 8, 2014 simultaneous with the signing of the Purchase Agreement. | |
Pursuant to the Purchase Agreement, Mr. Jordan may receive total contingent consideration of $2.2 million, payable in cash. This amount is payable in two cash payments of $1.2 million and $1.0, million, respectively, if ASIA attains certain amounts of adjusted EBITDA, as defined by the Purchase Agreement, during each of the periods from September 1, 2014 through August 31, 2015, and September 1, 2015 through August 31, 2016. | |
Effective August 8, 2014, we also entered into an employment agreement with Mr. Jordan which provides for, among other things, a noncompetition covenant beginning on August 8, 2014 and ending on the later of August 8, 2017 and one year following the date on which Mr. Jordan’s employment with us is terminated. | |
As a result of the acquisition of ASIA, beginning in the third quarter of 2014, our consolidated results of operations will include the results of ASIA. We have not completed a detailed valuation analysis necessary to determine the final fair market values of the acquired net assets of ASIA, and any related income tax effects and the initial accounting for the business combination is incomplete at this time. We expect to finalize the acquisition accounting related to the transaction during the third quarter of 2014. | |
Organization_Basis_of_Presenta1
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation | ' |
Basis of Presentation | |
The condensed consolidated financial statements reflect the results of operations of HPI through the closing of the IPO on February 13, 2013, and the Company subsequent to the IPO. Intercompany accounts and transactions have been eliminated in consolidation. | |
Noncontrolling interests are included in the consolidated balance sheets as a component of stockholders’ equity that is not attributable to the equity of the Company. We report separately the amounts of consolidated net loss or income attributable to us and noncontrolling interests. | |
As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we take advantage of certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have also elected to delay the adoption of new and revised accounting standards until those standards would otherwise apply to nonpublic entities. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. These exemptions will apply for a period of five years following the completion of our IPO. However, if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an emerging growth company as of the following December 31. | |
The information included in this Quarterly Report on Form 10-Q, including the interim condensed consolidated financial statements and the accompanying notes, should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | |
Reclassifications | ' |
Reclassifications | |
Certain amounts in the prior period’s consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications include short-term loans receivable into advanced commissions; carriers and vendors payable and commissions payable into accounts payable and accrued expenses; and the long-term portion of the noncompete obligation into other liabilities in the accompanying consolidated balance sheets. | |
Use of Estimates | ' |
Use of Estimates | |
The accompanying unaudited interim condensed consolidated financial statements of the Company include all normal recurring accruals and adjustments considered necessary by management for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The consolidated results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of results that may be expected for the year ending December 31, 2014 or any future interim period. | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
Our significant accounting policies are described in Note 1, Organization, Basis of Presentation, and Summary of Significant Accounting Policies, in our audited consolidated financial statements for the year ended December 31, 2013 in our Form 10-K. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In the following summary of recent accounting pronouncements, all references to effective dates of Financial Accounting Standards Board (“FASB”) guidance relate to nonpublic entities. As noted above, we have elected to delay the adoption of new and revised accounting standards until those standards would otherwise apply to nonpublic companies under provisions of the JOBS Act. | |
In May 2014, the FASB issued an amendment to its accounting guidance related to revenue recognition. The amendment clarifies the principles for recognizing revenue. The guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in the judgments and assets recognized from costs incurred to obtain or fulfill a contract. We will adopt this guidance in reporting periods beginning after December 15, 2017. We are currently evaluating the impact of adopting this pronouncement on our consolidated financial statements. | |
In July 2013, the FASB issued guidance which states that a liability for uncertain tax positions, or a portion of a liability for uncertain tax provisions, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, liability for uncertain tax positions should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the uncertain tax position and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014, with early adoption permitted. We plan to adopt this guidance during the quarter ended March 31, 2015, but we do not anticipate that it will have a significant impact on our consolidated financial statements. | |
Business_Acquisitions_Tables
Business Acquisitions (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Summary of Fair Value of Consideration for Acquisition | ' | |||||||
The following table summarizes the fair value of the consideration for the acquisition as of July 17, 2013 ($ in thousands). The fair values are derived using discount rates related to the probability of the Sellers’ meeting the thresholds for payment and other risk factors including credit risk. | ||||||||
Cash paid at closing | $ | 10,000 | ||||||
Contingent consideration | 4,872 | |||||||
Total consideration | $ | 14,872 | ||||||
Summary of Allocation of Total Purchase Prices of Acquisition | ' | |||||||
The following table summarizes the allocation of the total purchase prices for the acquisition as of July 17, 2013 ($ in thousands): | ||||||||
Cash | $ | 91 | ||||||
Accounts receivable and other assets (1) | 332 | |||||||
Property and equipment (1) | 128 | |||||||
Accounts payable and accrued expenses (1) | (326 | ) | ||||||
Intangible asset – brand | 76 | |||||||
Intangible asset – noncompete agreements | 99 | |||||||
Intangible asset – customer relationships-distributors | 1,050 | |||||||
Intangible asset – customer relationships-direct | 788 | |||||||
Intangible asset – capitalized software | 526 | |||||||
Goodwill (2) | 12,108 | |||||||
$ | 14,872 | |||||||
-1 | The carrying value of accounts receivable, property and equipment and accounts payable and accrued expenses acquired approximated fair value; as such, no adjustments to these accounts were recorded in association with the acquisition. | |||||||
-2 | As of June 30, 2014, the amount of goodwill acquired that we expect to be deductible for income tax purposes is $8.4 million. | |||||||
Unaudited Pro Forma Information for Company Assuming Acquisition | ' | |||||||
The following table ($ in thousands) presents unaudited pro forma information for the Company assuming the acquisition of Secured had occurred as of January 1, 2013. This pro forma information does not purport to represent what our actual results would have been if the acquisition had occurred as of the date indicated or what such results would be for any future periods. | ||||||||
Three months ended June 30, 2013 | Six months ended June 30, 2013 | |||||||
Revenues | $ | 14,431 | $ | 28,221 | ||||
Net income (loss) before income taxes | 1,052 | (5,282 | ) | |||||
Net income (loss) | 1,852 | (5,659 | ) | |||||
Net income (loss) attributable to Health Insurance Innovations, Inc. | 2,694 | (1,126 | ) | |||||
Income (loss) per share – basic | 0.57 | (0.24 | ) | |||||
Income (loss) per share – diluted | 0.57 | (0.24 | ) | |||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Schedule of Major Classes of Intangible Assets | ' | |||||||||||||||
Major classes of intangible assets as of June 30, 2014 consisted of the following ($ in thousands): | ||||||||||||||||
Weighted-average Amortization (years) | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, net | |||||||||||||
Brand | 2 | $ | 76 | $ | (36 | ) | $ | 40 | ||||||||
Carrier network | 5 | 40 | (22 | ) | 18 | |||||||||||
Distributor relationships | 8.8 | 4,660 | (1,485 | ) | 3,175 | |||||||||||
Noncompete agreements | 4.8 | 942 | (356 | ) | 586 | |||||||||||
Customer relationships | 2 | 788 | (378 | ) | 410 | |||||||||||
Capitalized software | 2.2 | 571 | (269 | ) | 302 | |||||||||||
Total intangible assets | 6.9 | $ | 7,077 | $ | (2,546 | ) | $ | 4,531 | ||||||||
Major classes of intangible assets as of December 31, 2013 consisted of the following ($ in thousands): | ||||||||||||||||
Weighted-average Amortization (years) | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, net | |||||||||||||
Brand | 2 | $ | 76 | $ | (17 | ) | $ | 59 | ||||||||
Carrier network | 5 | 40 | (18 | ) | 22 | |||||||||||
Distributor relationships | 8.8 | 4,660 | (1,192 | ) | 3,468 | |||||||||||
Noncompete agreement | 4.8 | 942 | (254 | ) | 688 | |||||||||||
Customer relationship | 2 | 788 | (181 | ) | 607 | |||||||||||
Capitalized Software | 2.2 | 571 | (134 | ) | 437 | |||||||||||
Total intangible assets | 6.9 | $ | 7,077 | $ | (1,796 | ) | $ | 5,281 | ||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | ' | |||||||||||||||
Estimated annual pretax amortization of intangible assets for the remainder of 2014 and in each of the next five years are as follows ($ in thousands): | ||||||||||||||||
Remainder of 2014 | $ | 749 | ||||||||||||||
2015 | 1,181 | |||||||||||||||
2016 | 787 | |||||||||||||||
2017 | 689 | |||||||||||||||
2018 | 457 | |||||||||||||||
2019 | 70 | |||||||||||||||
Thereafter | 598 | |||||||||||||||
Total | $ | 4,531 | ||||||||||||||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Summary of Accounts Payable and Accrued Expenses | ' | |||||||
Accounts payable and accrued expenses consisted of the following as of ($ in thousands): | ||||||||
30-Jun-14 | 31-Dec-13 | |||||||
Accounts payable | $ | 582 | $ | 588 | ||||
Carriers and vendors payable | 5,137 | 3,310 | ||||||
Commissions payable | 1,727 | 1,453 | ||||||
Accrued wages | 927 | 793 | ||||||
Accrued refunds | 712 | 715 | ||||||
Accrued credit card/ACH fees | 124 | 80 | ||||||
Accrued interest | 1 | 35 | ||||||
Accrued professional fees | 76 | 34 | ||||||
Other accruals | 223 | 66 | ||||||
Total accounts payable and accrued expenses | $ | 9,509 | $ | 7,074 | ||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||||
Summary of Weighted Average Assumptions | ' | ||||||||||||||||||||||||||||||
The Black-Scholes option-pricing model was used with the following weighted average assumptions: | |||||||||||||||||||||||||||||||
Six months ended | |||||||||||||||||||||||||||||||
June 30, | |||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 1.5 | % | 0.9 | % | |||||||||||||||||||||||||||
Expected option life | 4.9 years | 4.5 years | |||||||||||||||||||||||||||||
Expected volatility | 40.5 | % | 45.5 | % | |||||||||||||||||||||||||||
Expected dividend yield | none | none | |||||||||||||||||||||||||||||
Summary of SARs and Restricted Shares Granted | ' | ||||||||||||||||||||||||||||||
The following table summarizes SARs and restricted shares granted during the three and six months ended June 30, 2014 and 2013 (in thousands): | |||||||||||||||||||||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||
SARs Issued | Restricted Shares Issued | SARs Issued | Restricted Shares Issued | SARs Issued | Restricted Shares Issued | SARs Issued | Restricted Shares Issued | ||||||||||||||||||||||||
55 | — | — | 14 | 55 | — | 150 | 543 | ||||||||||||||||||||||||
Summary of Stock Based Compensation Expense | ' | ||||||||||||||||||||||||||||||
The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2014 and 2013 ($ in thousands): | |||||||||||||||||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||
SARs | $ | 195 | $ | 252 | $ | 398 | $ | 294 | |||||||||||||||||||||||
Restricted shares | 165 | 1,675 | 367 | 2,407 | |||||||||||||||||||||||||||
$ | 360 | $ | 1,927 | $ | 765 | $ | 2,701 | ||||||||||||||||||||||||
Summary of Unrecognized Stock Based Compensation | ' | ||||||||||||||||||||||||||||||
The following table summarizes unrecognized stock-based compensation and the remaining period over which such stock-based compensation is expected to be recognized as of June 30, 2014 ($ in thousands): | |||||||||||||||||||||||||||||||
Remaining years | |||||||||||||||||||||||||||||||
SARs | $ | 1,120 | 2.4 | ||||||||||||||||||||||||||||
Restricted shares | 872 | 2.1 | |||||||||||||||||||||||||||||
$ | 1,992 | ||||||||||||||||||||||||||||||
Net_Income_Loss_per_Share_Tabl
Net Income (Loss) per Share (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income (Loss) | ' | |||||||||||||||
The computations of basic and diluted net income (loss) per share attributable to Health Insurance Innovations, Inc. for the three and six months ended June 30, 2014 and 2013 were as follows ($ in thousands, except share and per share data): | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Basic net income (loss) attributable to Health Insurance Innovations, Inc. | $ | 273 | $ | (404 | ) | $ | 199 | $ | (4,092 | ) | ||||||
Average shares—basic | 5,040,883 | 4,766,667 | 5,033,318 | 4,750,000 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
Restricted shares | 47,507 | — | 52,180 | — | ||||||||||||
Average shares—diluted | 5,088,390 | 4,766,667 | 5,085,498 | 4,750,000 | ||||||||||||
Basic net income (loss) per share attributable to Health Insurance Innovations, Inc. | $ | 0.05 | $ | (0.08 | ) | $ | 0.04 | $ | (0.86 | ) | ||||||
Diluted net income (loss) per share attributable to Health Insurance Innovations, Inc. | $ | 0.05 | $ | (0.08 | ) | $ | 0.04 | $ | (0.86 | ) | ||||||
Summary of Securities Not Included in Calculation of Diluted Net Income (Loss) | ' | |||||||||||||||
The following securities were not included in the calculation of diluted net income (loss) per share because such inclusion would be anti-dilutive (in thousands): | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Restricted shares | 80 | 502 | 75 | 498 | ||||||||||||
SARs | 404 | 150 | 404 | 150 | ||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Summary of Assets and Liabilities Measured at Fair Value | ' | |||||||||||||||
As of June 30, 2014, our assets and liabilities measured at fair value were as follows ($ in thousands): | ||||||||||||||||
Fair Value Measurement as of June 30, 2014 | ||||||||||||||||
Carrying Value as of June 30, 2014 | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | ||||||||||||||||
Certificates of deposit | $ | 2,535 | $ | 2,535 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Noncompete obligation | $ | 545 | $ | — | $ | 537 | $ | — | ||||||||
Contingent acquisition consideration | 3,785 | — | — | 3,785 | ||||||||||||
$ | 4,330 | $ | — | $ | 537 | $ | 3,785 | |||||||||
As of December 31, 2013, our assets and liabilities measured at fair value were as follows ($ in thousands): | ||||||||||||||||
Fair Value Measurement as of December 31, 2013 | ||||||||||||||||
Carrying Value as of December 31, 2013 | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | ||||||||||||||||
Certificates of deposit | $ | 7,337 | $ | 7,337 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Noncompete obligation | $ | 626 | $ | — | $ | 613 | $ | — | ||||||||
Contingent acquisition consideration | 3,876 | — | — | 3,876 | ||||||||||||
$ | 4,502 | $ | — | $ | 613 | $ | 3,876 | |||||||||
Summary of the Changes in the Fair Value of Liabilities Carried at Fair Value | ' | |||||||||||||||
A summary of the changes in the fair value of liabilities carried at fair value that have been classified in Level 3 of the fair value hierarchy was as follows ($ in thousands): | ||||||||||||||||
Contingent Acquisition Consideration | ||||||||||||||||
Balance as of January 1, 2014 | $ | 3,876 | ||||||||||||||
Payments | (900 | ) | ||||||||||||||
Realized loss included in income | 58 | |||||||||||||||
Unrealized loss included in income | 751 | |||||||||||||||
Total realized and unrealized loss | 809 | |||||||||||||||
Balance as of June 30, 2014 | $ | 3,785 | ||||||||||||||
Organization_Basis_of_Presenta2
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ' |
Period of exemptions under JOBS Act | '5 years |
Market value of common stock held by non-affiliates | $700 |
Health Plan Intermediaries Holdings, LLC | ' |
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ' |
Percentage of voting interests | 100.00% |
Business_Acquisitions_Addition
Business Acquisitions - Additional Information (Detail) (USD $) | 1 Months Ended | 6 Months Ended | 1 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 01, 2012 | Jun. 01, 2012 | Jul. 17, 2013 | Jun. 30, 2014 | Nov. 30, 2013 | Jul. 17, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Nov. 30, 2013 | Jul. 17, 2013 | Nov. 30, 2013 | Jun. 30, 2014 | |
ICE | HPI | TSG | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | |||
ICE | ICE | Fair Value | Fair Value | Fair Value Adjustments | Fair Value Adjustments | Maximum | Stock Awards and Note Payable | One Time Payment | Compensation To Income Tax Liability | |||||||
Controlling Interest | Noncontrolling Interests | |||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid at closing | ' | ' | ' | ' | ' | $10,000,000 | ' | ' | $10,000,000 | ' | ' | ' | ' | ' | ' | ' |
Contingent acquisition consideration | ' | ' | ' | ' | ' | ' | 4,200,000 | ' | ' | 3,800,000 | ' | ' | ' | 6,600,000 | ' | ' |
Business acquisition consideration cash payment | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 150,000 |
Fixed component contingent consideration | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | 3,000,000 | ' | ' | ' |
Variable component contingent consideration | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | 2,400,000 | ' | ' | ' |
Potential total contingent consideration, minimum | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Potential total contingent consideration, maximum | ' | ' | ' | ' | ' | ' | ' | 6,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination contingent consideration adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 87,000 | 809,000 | ' | ' | ' | ' |
Ownership percentage | ' | ' | 20.00% | 80.00% | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of outstanding membership units from TSG | $90,000 | $90,000 | $90,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business_Acquisitions_Summary_
Business Acquisitions - Summary of Fair Value of Consideration for Acquisition (Detail) (Sunrise Health Plans, Inc. and Affiliates, USD $) | 1 Months Ended |
In Thousands, unless otherwise specified | Jul. 17, 2013 |
Business Acquisition [Line Items] | ' |
Cash paid at closing | $10,000 |
Fair Value | ' |
Business Acquisition [Line Items] | ' |
Cash paid at closing | 10,000 |
Contingent consideration | 4,872 |
Total consideration | $14,872 |
Business_Acquisitions_Summary_1
Business Acquisitions - Summary of Allocation of Total Purchase Prices for Acquisition (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | Jul. 17, 2013 | |
In Thousands, unless otherwise specified | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | Sunrise Health Plans, Inc. and Affiliates | |||
Brand | Noncompete Agreements | Customer Relationships-Distributors | Customer Relationships-Direct | Capitalized software | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | |
Cash | ' | ' | $91 | ' | ' | ' | ' | ' | |
Accounts receivable and other assets | ' | ' | 332 | [1] | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | 128 | [1] | ' | ' | ' | ' | ' |
Accounts payable and accrued expenses | ' | ' | -326 | [1] | ' | ' | ' | ' | ' |
Intangible asset | ' | ' | ' | 76 | 99 | 1,050 | 788 | 526 | |
Goodwill | 18,014 | 18,014 | 12,108 | [2] | ' | ' | ' | ' | ' |
Total consideration | ' | ' | $14,872 | ' | ' | ' | ' | ' | |
[1] | The carrying value of accounts receivable, property and equipment and accounts payable and accrued expenses acquired approximated fair value; as such, no adjustments to these accounts were recorded in association with the acquisition. | ||||||||
[2] | As of JuneB 30, 2014, the amount of goodwill acquired that we expect to be deductible for income tax purposes is $8.4 million. |
Business_Acquisitions_Summary_2
Business Acquisitions - Summary of Allocation of Total Purchase Prices for Acquisition (Parenthetical) (Detail) (Sunrise Health Plans, Inc. and Affiliates, USD $) | Jun. 30, 2014 |
In Millions, unless otherwise specified | |
Sunrise Health Plans, Inc. and Affiliates | ' |
Business Acquisition [Line Items] | ' |
Business acquisition, goodwill, expected tax deductible amount | $8.40 |
Business_Acquisitions_Unaudite
Business Acquisitions - Unaudited Pro Forma Information for Company Assuming Acquisition (Detail) (Sunrise Health Plans, Inc. and Affiliates, USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2013 |
Sunrise Health Plans, Inc. and Affiliates | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenues | $14,431 | $28,221 |
Net income (loss) before income taxes | 1,052 | -5,282 |
Net income (loss) | 1,852 | -5,659 |
Net income (loss) attributable to Health Insurance Innovations, Inc. | $2,694 | ($1,126) |
Income (loss) per share b basic | $0.57 | ($0.24) |
Income (loss) per share b diluted | $0.57 | ($0.24) |
Variable_Interest_Entities_Add
Variable Interest Entities - Additional Information (Detail) (USD $) | 6 Months Ended | 6 Months Ended | 1 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Oct. 07, 2013 | |
Health Plan Intermediaries Holdings, LLC | Health Plan Intermediaries Holdings, LLC | Health Plan Intermediaries Holdings, LLC | Health Plan Intermediaries Holdings, LLC | Simple Insurance Leads L L C | Simple Insurance Leads L L C | ||
Variable Interest Entity | Maximum | Minimum | Maximum | ||||
Variable Interest Entity | Variable Interest Entity | ||||||
Variable Interest Entity [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Percentage of voting interests | ' | 100.00% | 100.00% | ' | ' | ' | ' |
Total membership interest with voting right | ' | ' | ' | 50.00% | ' | ' | ' |
Total membership interest without voting right | ' | ' | ' | ' | 50.00% | ' | ' |
Capital contribution | ' | ' | ' | ' | ' | $402,000 | $492,000 |
Capital contribution percentage to SIL | 100.00% | ' | ' | ' | ' | ' | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ' | ' | ' | ' | ' |
Goodwill | $18,014,000 | ' | $18,014,000 | ' | $18,014,000 |
Goodwill, Acquired During Period | ' | ' | 0 | ' | ' |
Goodwill, Impairment Loss | ' | ' | 0 | ' | ' |
Amortization expense | $375,000 | $226,000 | $750,000 | $451,000 | ' |
Minimum | ' | ' | ' | ' | ' |
Goodwill And Intangible Assets Disclosure [Line Items] | ' | ' | ' | ' | ' |
Finite lived intangible asset useful life | ' | ' | '2 years | ' | ' |
Maximum | ' | ' | ' | ' | ' |
Goodwill And Intangible Assets Disclosure [Line Items] | ' | ' | ' | ' | ' |
Finite lived intangible asset useful life | ' | ' | '15 years | ' | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Schedule of Major Classes of Intangible Assets (Detail) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Acquired Finite Lived Intangible Assets [Line Items] | ' | ' |
Weighted-average Amortization | '6 years 10 months 24 days | '6 years 10 months 24 days |
Gross Carrying Amount | $7,077 | $7,077 |
Accumulated Amortization | -2,546 | -1,796 |
Intangible Asset, net | 4,531 | 5,281 |
Brand | ' | ' |
Acquired Finite Lived Intangible Assets [Line Items] | ' | ' |
Weighted-average Amortization | '2 years | '2 years |
Gross Carrying Amount | 76 | 76 |
Accumulated Amortization | -36 | -17 |
Intangible Asset, net | 40 | 59 |
Carrier network | ' | ' |
Acquired Finite Lived Intangible Assets [Line Items] | ' | ' |
Weighted-average Amortization | '5 years | '5 years |
Gross Carrying Amount | 40 | 40 |
Accumulated Amortization | -22 | -18 |
Intangible Asset, net | 18 | 22 |
Distributor relationships | ' | ' |
Acquired Finite Lived Intangible Assets [Line Items] | ' | ' |
Weighted-average Amortization | '8 years 9 months 18 days | '8 years 9 months 18 days |
Gross Carrying Amount | 4,660 | 4,660 |
Accumulated Amortization | -1,485 | -1,192 |
Intangible Asset, net | 3,175 | 3,468 |
Noncompete Agreements | ' | ' |
Acquired Finite Lived Intangible Assets [Line Items] | ' | ' |
Weighted-average Amortization | '4 years 9 months 18 days | '4 years 9 months 18 days |
Gross Carrying Amount | 942 | 942 |
Accumulated Amortization | -356 | -254 |
Intangible Asset, net | 586 | 688 |
Customer Relationships-Direct | ' | ' |
Acquired Finite Lived Intangible Assets [Line Items] | ' | ' |
Weighted-average Amortization | '2 years | '2 years |
Gross Carrying Amount | 788 | 788 |
Accumulated Amortization | -378 | -181 |
Intangible Asset, net | 410 | 607 |
Capitalized software | ' | ' |
Acquired Finite Lived Intangible Assets [Line Items] | ' | ' |
Weighted-average Amortization | '2 years 2 months 12 days | '2 years 2 months 12 days |
Gross Carrying Amount | 571 | 571 |
Accumulated Amortization | -269 | -134 |
Intangible Asset, net | $302 | $437 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Finite Lived Intangible Assets [Line Items] | ' | ' |
Remainder of 2014 | $749 | ' |
2015 | 1,181 | ' |
2016 | 787 | ' |
2017 | 689 | ' |
2018 | 457 | ' |
2019 | 70 | ' |
Thereafter | 598 | ' |
Intangible Asset, net | $4,531 | $5,281 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts payable and accrued expenses | ' | ' |
Accounts payable | $582 | $588 |
Carriers and vendors payable | 5,137 | 3,310 |
Commissions payable | 1,727 | 1,453 |
Accrued wages | 927 | 793 |
Accrued refunds | 712 | 715 |
Accrued credit card/ACH fees | 124 | 80 |
Accrued interest | 1 | 35 |
Accrued professional fees | 76 | 34 |
Other accruals | 223 | 66 |
Total accounts payable and accrued expenses | $9,509 | $7,074 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 6 Months Ended | 3 Months Ended | 6 Months Ended | 11 Months Ended | 6 Months Ended | |||||||||||
Jun. 30, 2014 | Dec. 31, 2013 | Feb. 13, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 01, 2014 | Feb. 13, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 13, 2013 | Feb. 13, 2013 | Feb. 13, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | |
Restricted Stock | Restricted Stock | Class A common stock | Class A common stock | Class A common stock | Class A common stock | Class B common stock | Class B common stock | Class B common stock | HPI | HPIS | HII | HII | ||||
Class A common stock | Class B common stock | |||||||||||||||
Class Of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | ' | ' | ' | 5,309,594 | 5,309,594 | 8,566,667 | 4,666,667 | 8,566,667 | 8,566,667 | 8,666,667 | 8,580,000 | 86,667 | ' | ' |
Common stock, par value | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' |
Common stock price | ' | ' | $14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | ' | ' | 100,000,000 | 100,000,000 | ' | ' | 20,000,000 | 20,000,000 | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock voting rights percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37.60% | 62.40% |
Economic interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' |
Proceeds from the issuance Class A common stock, amount | $1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from the issuance Class A common stock, shares | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares transferred to Treasury | ' | ' | ' | 857 | 10,744 | -10,744 | -129,881 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted from Treasury as restricted stock awards | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury stock, shares | 140,625 | 129,881 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury stock, at cost | $1,688,000 | $1,563,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockbased_Compensation_Additi
Stock-based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Stock Based Compensation [Line Items] | ' | ' | ' |
Income tax benefits from stock based activity | $4,000 | $51,000 | ' |
Shares redeemed to cover recipient tax obligations | ' | $125,000 | $0 |
Stock Appreciation Rights (SARs) | ' | ' | ' |
Stock Based Compensation [Line Items] | ' | ' | ' |
SARs restricted shares granted | 55,000 | 55,000 | 150,000 |
Long Term Incentive Plan | ' | ' | ' |
Stock Based Compensation [Line Items] | ' | ' | ' |
Common stock reserved for issuance | 1,250,000 | 1,250,000 | ' |
Stockbased_Compensation_Summar
Stock-based Compensation - Summary of Weighted Average Assumptions (Detail) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award Weighted Average Assumption [Line Items] | ' | ' |
Risk-free interest rate | 1.50% | 0.90% |
Expected option life | '4 years 10 months 24 days | '4 years 6 months |
Expected volatility | 40.50% | 45.50% |
Expected dividend yield | 0.00% | 0.00% |
Stockbased_Compensation_Summar1
Stock-based Compensation - Summary of SARs and Restricted Shares Granted (Detail) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | |
Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Restricted Shares | Restricted Shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' |
SARs restricted shares granted | 55,000 | 55,000 | 150,000 | 14,000 | 543,000 |
Stockbased_Compensation_Summar2
Stock-based Compensation - Summary of Stock-based Compensation Expenses (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $360 | $1,927 | $765 | $2,701 |
Stock Appreciation Rights (SARs) | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 195 | 252 | 398 | 294 |
Restricted Shares | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $165 | $1,675 | $367 | $2,407 |
Stockbased_Compensation_Summar3
Stock-based Compensation - Summary of Unrecognized Stock-based Compensation (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Unrecognized Stock Based Compensation Expense [Line Items] | ' |
Unrecognized stock-based compensation amount | $1,992 |
Stock Appreciation Rights (SARs) | ' |
Unrecognized Stock Based Compensation Expense [Line Items] | ' |
Unrecognized stock-based compensation amount | 1,120 |
Stock-based compensation expense amount expected to be recognized | '2 years 4 months 24 days |
Restricted Shares | ' |
Unrecognized Stock Based Compensation Expense [Line Items] | ' |
Unrecognized stock-based compensation amount | $872 |
Stock-based compensation expense amount expected to be recognized | '2 years 1 month 6 days |
Net_Income_Loss_per_Share_Comp
Net Income (Loss) per Share - Computations of Basic and Diluted Net Income (Loss) Per Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings Loss Per Share [Line Items] | ' | ' | ' | ' |
Basic net income (loss) attributable to Health Insurance Innovations, Inc. | $273 | ($404) | $199 | ($4,092) |
Average sharesbbasic | 5,040,883 | 4,766,667 | 5,033,318 | 4,750,000 |
Effect of dilutive securities: | ' | ' | ' | ' |
Average sharesbdiluted | 5,088,390 | 4,766,667 | 5,085,498 | 4,750,000 |
Basic net income (loss) per share attributable to Health Insurance Innovations, Inc. | $0.05 | ($0.08) | $0.04 | ($0.86) |
Diluted net income (loss) per share attributable to Health Insurance Innovations, Inc. | $0.05 | ($0.08) | $0.04 | ($0.86) |
Restricted Shares | ' | ' | ' | ' |
Effect of dilutive securities: | ' | ' | ' | ' |
Dilutive securities | 47,507 | ' | 52,180 | ' |
Diluted net income (loss) per share attributable to Health Insurance Innovations, Inc. | ' | $0 | ' | $0 |
Net_Income_Loss_per_Share_Addi
Net Income (Loss) per Share - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Earnings Loss Per Share [Line Items] | ' | ' | ' | ' |
Diluted | $0.05 | ($0.08) | $0.04 | ($0.86) |
Restricted Shares | ' | ' | ' | ' |
Earnings Loss Per Share [Line Items] | ' | ' | ' | ' |
Diluted | ' | $0 | ' | $0 |
Stock Appreciation Rights (SARs) | ' | ' | ' | ' |
Earnings Loss Per Share [Line Items] | ' | ' | ' | ' |
Diluted | ' | $0 | ' | $0 |
Net_Income_Loss_per_Share_Secu
Net Income (Loss) per Share - Securities Not Included in Diluted Net Income (Loss) per Share (Detail) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Restricted Shares | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities | 80 | 502 | 75 | 498 |
Stock Appreciation Rights (SARs) | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities | 404 | 150 | 404 | 150 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Effective tax rate | 13.90% | -18.40% | 14.70% | -18.40% |
Provision for income taxes | $159,000 | $128,000 | $127,000 | $1,295,000 |
Change in gross unrecognized tax benefit | $0 | $0 | $0 | $0 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Exclusive Option Agreement | ' | ' | ' | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' | ' | ' | ' |
Monthly payment for services agreement for the technology | ' | ' | $16,000 | ' | ' |
Exclusive option agreement maturity term | ' | ' | '5 years | ' | ' |
Vendor Contracts | Software Assignment Agreement | ' | ' | ' | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' | ' | ' | ' |
System purchase amount | ' | ' | 45,000 | ' | ' |
Vendor Contracts | Master Service Agreements | ' | ' | ' | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' | ' | ' | ' |
Monthly payment for services agreement for the technology | ' | ' | 26,000 | ' | ' |
Service agreement term | ' | ' | '5 years | ' | ' |
Agreement renewal | ' | ' | 'one-year terms unless we give 60 daysb | ' | ' |
Operating Lease Agreements | ' | ' | ' | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' | ' | ' | ' |
Operating lease expires | ' | ' | '2015 | ' | ' |
Difference between cash rent payments and straight-line rent expense | ' | ' | 74,000 | ' | 70,000 |
Operating lease rental expense | $116,000 | $61,000 | $189,000 | $114,000 | ' |
Health Plan Intermediaries Holdings, LLC | ' | ' | ' | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' | ' | ' | ' |
Lease agreement expires | ' | ' | '2017 | ' | ' |
ICE | ' | ' | ' | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' | ' | ' | ' |
Lease agreement expires | ' | ' | '2015 | ' | ' |
Secured | Sunrise Health Plans, Inc. and Affiliates | ' | ' | ' | ' | ' |
Commitment And Contingencies [Line Items] | ' | ' | ' | ' | ' |
Lease agreement expires | ' | ' | '2016 | ' | ' |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Measurement Level 1 | ' | ' |
Assets | ' | ' |
Certificates of deposit | $2,535 | $7,337 |
Fair Value Measurement Level 2 | ' | ' |
Liabilities: | ' | ' |
Noncompete obligation | 537 | 613 |
Liabilities | 537 | 613 |
Fair Value Measurement Level 3 | ' | ' |
Liabilities: | ' | ' |
Contingent acquisition consideration | 3,785 | 3,876 |
Liabilities | 3,785 | 3,876 |
Carrying Value | ' | ' |
Assets | ' | ' |
Certificates of deposit | 2,535 | 7,337 |
Liabilities: | ' | ' |
Noncompete obligation | 545 | 626 |
Contingent acquisition consideration | 3,785 | 3,876 |
Liabilities | $4,330 | $4,502 |
Fair_Value_Measurements_Summar1
Fair Value Measurements - Summary of the Changes in the Fair Value of Liabilities Carried at Fair Value (Detail) (USD $) | 6 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Fair Value Measurement Level 3 | Fair Value Measurement Level 3 | Fair Value Measurement Level 3 | ||
Contingent Acquisition Consideration | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Balance as of January 1, 2014 | ' | $3,785,000 | $3,876,000 | $3,876,000 |
Payment of contingent acquisition consideration | -900,000 | ' | ' | -900,000 |
Realized loss included in income | ' | ' | ' | 58,000 |
Unrealized loss included in income | ' | ' | ' | 751,000 |
Total realized and unrealized loss | ' | ' | ' | 809,000 |
Balance as of June 30, 2014 | ' | $3,785,000 | $3,876,000 | $3,785,000 |
Segments_Additional_Informatio
Segments - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of Operating Segments | 1 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | ||||||||
Mar. 14, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 13, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | |
IPO Underwriters' Option | Tax Receivable Agreement | Series B Membership Interests | Health Plan Intermediaries Holdings, LLC | Health Plan Intermediaries Holdings, LLC | Health Plan Intermediaries Holdings, LLC | Health Plan Intermediaries Holdings, LLC | Health Benefits One, LLC | Health Benefits One, LLC | Health Benefits One, LLC | Health Benefits One, LLC | |||||||
Tax Receivable Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of distributions paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | $924,000 | $944,000 | ' | ' | ' | ' | ' | ' |
Accrued distribution recorded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 773,000 | 171,000 | ' | ' | ' | ' | ' |
Related Party Accrued Distribution | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 916,000 | ' | ' | ' | ' |
Tax benefit payment, percentage | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefit saving, percentage | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Amount paid under agreement | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to member pursuant to tax receivable agreement | ' | ' | 423,000 | ' | ' | 423,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contract termination | 5,500,000 | ' | ' | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of outstanding membership units from TSG | ' | 90,000 | ' | ' | 90,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total membership interest without voting right | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Advanced commissions payments, net | ' | ' | 74,000 | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 528,000 | 101,000 | ' | ' |
Commission expense, recognized | ' | ' | 1,200,000 | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 176,000 | ' | ' |
Advanced commissions | ' | ' | $4,730,000 | ' | ' | $2,596,000 | ' | ' | ' | ' | ' | ' | ' | $985,000 | ' | $101,000 | ' |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 13, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jul. 14, 2014 | Jul. 14, 2014 | Aug. 08, 2014 | Aug. 08, 2014 | Aug. 08, 2014 |
Class A common stock | Class A common stock | Class A common stock | Acquisition of HealthPocket, Inc | Acquisition of HealthPocket, Inc | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |
Acquisition of HealthPocket, Inc | Acquisition of HealthPocket, Inc | A S I A | A S I A | A S I A | ||||||
Class A common stock | Business Combination First Payment | Business Combination Second Payment | ||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Date of merger agreement with HealthPocket, Inc | ' | ' | ' | ' | ' | 14-Jul-14 | ' | 8-Aug-14 | ' | ' |
Effective date of merger agreement | ' | ' | ' | ' | ' | 14-Jul-14 | ' | ' | ' | ' |
Consideration paid | ' | ' | ' | ' | ' | $21,900,000 | ' | $1,800,000 | ' | ' |
Consideration paid, in shares | ' | ' | ' | ' | ' | ' | 900,900 | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | $0.00 | ' | ' | ' | $0.00 | ' | ' | ' |
Common stock aggregate value | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' |
Business Acquisition, Share Price | ' | ' | ' | ' | ' | $11.10 | ' | ' | ' | ' |
Cash deposited with an escrow agent | ' | ' | ' | ' | ' | 3,200,000 | ' | ' | ' | ' |
Transaction costs related to acquisition | ' | ' | ' | 86,000 | 86,000 | ' | ' | ' | ' | ' |
Integration costs related to acquisition | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' |
Deposit to acquire business | ' | ' | ' | ' | ' | ' | ' | 325,000 | ' | ' |
Closing Payment to Acquire Business | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' |
Contingent acquisition consideration | ' | ' | ' | ' | ' | ' | ' | $2,200,000 | $1,200,000 | $1,000,000 |