Business Acquisitions | 2. Business Acquisitions Acquisition of HealthPocket, Inc. On July 14, 2014, we entered into an agreement to acquire (the “Merger Agreement”) HP from Mr. Bruce Telkamp (“Telkamp”), Dr. Sheldon Wang (“Wang”) and minority equity holders of HP. The closing of the acquisition occurred on July 14, 2014 simultaneously 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 Class A common stock having an agreed upon aggregate value of $10.0 million, or $11.10 per share, which had a fair value of approximately $6.7 million as of the acquisition date. A portion of the merger consideration consisting of $3.2 million in cash was deposited with an escrow agent to fund payment obligations with respect to post-closing working capital adjustments, post-closing indemnification obligations of HP’s former equity holders, and fees and expenses of the representative of HP’s former equity holders. All vested options and warrants to acquire shares of HP’s capital stock were terminated in connection with the acquisition, and the holders thereof received in cash a portion of the aggregate consideration upon the terms and subject to the conditions set forth in the Merger Agreement. All unvested options to acquire shares of HP’s capital stock were converted into options to acquire shares of our Class A common stock (“Replacement Options”) upon the terms and subject to the conditions set forth in the Merger Agreement. The total number of Replacement Options was 84,909. Pursuant to the Merger Agreement, this amount offset the total number of shares included in the consolidation. If any Replacement Options are terminated or expire, the value of those options will be classified as an adjustment to the purchase price for the acquisition. The Replacement Options are included as a component of stock-based compensation on the accompanying condensed consolidated statements of operations. See Note 7 for future information on the Replacement Options. As of June 30, 2015, the net amount of shares of Class A common stock issued as a result of the acquisition was 815,991. Under the terms of the Merger Agreement, the former equity holders of HP had the right to elect to receive cash or shares of our Class A common stock. Telkamp and Wang agreed to accept cash and common stock, including 50% each of any of the shares that were issued as part of the aggregate consideration that were not elected to be received as consideration by other former HP equity holders. Effective July 14, 2014, HII's Board of Directors appointed Telkamp as our Chief Operating Officer and we entered into an employment agreement with Telkamp in which he also agreed to continue to serve as HP’s Chief Executive Officer. Telkamp’s employment agreement provides for, among other things, a noncompetition covenant beginning on July 14, 2014 and ending on the last day of any salary continuation period (as defined in Telkamp’s employment agreement). In addition, the Merger Agreement provides for, among other things, a noncompetition covenant applicable to Telkamp beginning on July 14, 2014 and ending on July 14, 2017. On May 4, 2015, Telkamp’s employment agreement was amended, and he became the Chief Executive Officer of our Consumer Division. Telkamp will continue to serve as Chief Executive Officer of HP. In addition, effective July 14, 2014, HII’s Board of Directors appointed Wang as our Chief Technology Officer and we entered into an employment agreement with Wang in which he also agreed to continue to serve as HP’s President. Wang’s employment agreement provides for, among other things, a noncompetition covenant beginning on July 14, 2014 and ending on the last day of any salary continuation period (as defined in Wang’s employment agreement). In addition, the Merger Agreement provides for, among other things, a noncompetition covenant applicable to Wang beginning on July 14, 2014 and ending on July 14, 2017. Telkamp was also appointed as a member of HII’s Board of Directors on July 14, 2014 and will rotate being appointed to the Board of Directors annually with Wang pursuant to the Merger Agreement. Telkamp’s term on the Board of Directors expired on May 19, 2015, at which time Wang was elected to the Board of Directors. 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. In addition, significant resources from HP have been utilized in the development of AHI, a website that allows consumers to shop, apply for and purchase our products directly through an internet interface. AHI represents an expansion of our internal distribution network. The following table summarizes the fair value of the consideration for the acquisition as of July 14, 2014 ($ in thousands): Cash paid at closing (1) $ 21,901 Class A common stock, at fair value (2) 6,734 Total consideration $ 28,635 (1) Cash paid at closing includes $17.0 million in cash, $3.2 million in cash held in escrow, as noted above, $1.2 million for the payoff of outstanding bank debt held by HP, $54,000 for the payoff of HP loans payable to Telkamp and Wang, and $482,000 in estimated acquisition-related expenses incurred by HP. (2) The fair value of the Class A common stock derived from the market price of the stock, adjusted to include a discount for a lack of marketability, due to trading restrictions pursuant to the Merger Agreement and other factors. The following table summarizes the allocation of the total purchase price for the acquisition as of July 14, 2014 ($ in thousands): Cash $ 1,294 Accounts receivable and other assets (1) 104 Property and equipment (1) 6 Accounts payable, accrued expenses and other liabilities (1) (480 ) Deferred tax liability – long-term (2,967 ) Intangible asset – technology 8,000 Intangible asset – brand 1,280 Intangible asset – customer relationships 430 Intangible asset – noncompete agreements 27 Goodwill (2) 20,941 $ 28,635 (1) The carrying value of accounts receivable, accounts payable, accrued expenses and property and equipment approximated fair value; as such, no adjustments to the accounts were recorded in association with the acquisition. (2) As of June 30, 2015, we expect none of the goodwill acquired in this transaction to be deductible for income tax purposes. The goodwill allocated to the purchase price was calculated as the fair value of the consideration less the assets acquired and liabilities assumed. This value is primarily related to the expected results of future operations of HP and the operational and technological synergies we expect to realize as a result of the acquisition. As a result of acquiring HP, our consolidated results of operations include the results of HP since the acquisition date as follows ($ in thousands): Three months ended June 30, 2015 Six months ended June 30, 2015 Revenues $ 341 $ 1,005 Net loss before income taxes $ 1,046 $ 2,007 Amortization recorded as a result of the acquisition $ 316 $ 633 Acquisition of ASIA On August 8, 2014, we entered into an agreement (the “ASIA Purchase Agreement”) to acquire all of the issued and outstanding membership interests of ASIA, a Texas insurance brokerage, from Mr. Landon Jordan (“Jordan”) for an initial cash payment of $1.8 million, comprised of a prior deposit of $325,000, 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 simultaneously with the signing of the ASIA Purchase Agreement. Pursuant to the ASIA Purchase Agreement, 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 in the ASIA Purchase Agreement, during each of the periods from September 1, 2014 through August 31, 2015, and September 1, 2015 through August 31, 2016. During the three months ended March 31, 2015, we determined that it was not probable that ASIA will attain the required amounts of adjusted EBITDA during the period from September 1, 2014 through August 31, 2015 for Jordan to earn the contingent consideration payment of $1.2 million noted above. However, we believe that it is probable we will make a contingent consideration payment of $500,000 related to ASIA’s results for the year ended December 31, 2015 in lieu of the existing contingent consideration terms under the ASIA Purchase Agreement. We believe it is probable that Jordan will earn the payment of the contingent consideration of $1.0 million related to the period from September 1, 2015 through August 31, 2016. As of June 30, 2015, the fair value of the contingent consideration was $900,000 which is included in contingent acquisition consideration on the accompanying condensed consolidated balance sheets. During the three months ended June 30, 2015, we recorded a $27,000 increase related to updates to discount rates for the amount payable in 2016. During the six months ended June 30, 2015, we recorded a $502,000 reduction to the fair value of the contingent consideration, primarily due to a decrease in the estimated probability that ASIA will achieve the adjusted EBITDA thresholds necessary to require payment of the amount payable in 2015. The estimated range of potential total contingent consideration is zero to approximately $1.5 million. Effective August 8, 2014, we also entered into an employment agreement with Jordan which provides for, among other things, a noncompetition covenant beginning on August 8, 2014 and ending on the later of August 8, 2017 and one year following the date on which Jordan’s employment with us is terminated. The following table summarizes the fair value of the consideration for the acquisition as of August 8, 2014 ($ in thousands): Cash paid at closing $ 1,825 Contingent consideration, at fair value 1,263 Total consideration $ 3,088 The following table summarizes the allocation of the total purchase price for the acquisition as of August 8, 2014 ($ in thousands): Cash $ 105 Accounts receivable and other assets (1) 271 Accounts payable, accrued expenses and other liabilities (1) (163 ) Intangible asset – customer relationships – distributors 449 Intangible asset – customer relationships – direct 266 Intangible asset – brand 21 Intangible asset – noncompete agreements 18 Goodwill (2) 2,121 $ 3,088 (1) The carrying value of accounts receivable, accounts payable, accrued expenses and other liabilities approximated fair value; as such, no adjustments to the accounts were recorded in association with the acquisition. (2) As of June 30, 2015, the amount of goodwill acquired that we expect to be deductible for income tax purposes is $840,000. The goodwill allocated to the purchase price was calculated as the fair value of the consideration less the assets acquired and liabilities assumed. This value is primarily related to expected results of future operations of ASIA and the operational and technological synergies we expect to realize as a result of the acquisition. As a result of acquiring ASIA, our consolidated results of operations include the results of ASIA since the acquisition date as follows ($ in thousands): Three months ended June 30, 2015 Six months ended June 30, 2015 Revenues $ 905 $ 1,826 Net loss before income taxes $ 96 $ 381 Amortization expense related to identified intangible assets recorded as a result of the acquisition $ 45 $ 90 Acquisition of Secured On July 17, 2013, we consummated a Stock Purchase Agreement (the “Purchase Agreement”) with Joseph Safina (“Safina”), Howard Knaster (“Knaster”) and Jorge Saavedra (“Saavedra”) (collectively, the “Sellers”), pursuant to which we acquired from the Sellers all of the outstanding equity of each of the Secured entities, which consisted of Sunrise Health Plans, Inc., a licensed insurance broker, Sunrise Group Marketing, Inc., a call center and sales lead management company, and Secured Software Solutions, Inc., an intellectual property holding company, each of which was converted to a limited liability company shortly after closing, for a cash payment of $10.0 million plus approximately $6.6 million of contingent consideration which included contingent stock awards and a note payable. Modifications of Secured Contingent Consideration In November 2013, HPIH and the Sellers reached an agreement to modify the contingent consideration, including the thresholds to earn such contingent consideration, and to terminate the contingent stock awards and note payable. Instead, the contingent consideration was payable in cash only, and included a one-time payment of $1.0 million, which was paid in November 2013, and fixed and variable components of $250,000 (up to a maximum of $3.0 million) and $200,000 (up to a maximum of $2.4 million), respectively. Each of the fixed and variable components was to be paid quarterly if certain levels of policies in force, as defined by the modification, were achieved. In addition, one of the principals severed his employment with Sunrise Health Plans, Inc. and entered into a consulting arrangement with the Company. In May 2015, we entered into an agreement to modify the remaining contingent consideration. Pursuant to this modification, the remaining maximum payout under the existing contingent consideration terms allocable to Safina, was paid in a lump-sum of $973,000 on May 7, 2015. The remaining payouts allocable to Knaster and Saavedra, which began on May 29, 2015, will continue to be paid ratably and monthly through June 30, 2016. The fair value of the contingent consideration related to Secured is $1.1 million and $3.0 million as of June 30, 2015 and December 31, 2014, respectively, and is included in contingent acquisition consideration on the accompanying condensed consolidated balance sheets. During the three and six months ended June 30, 2015, we recorded increases to the fair value of the contingent consideration of $78,000 and $116,000, respectively. During the three and six months ended June 30, 2014, we recorded increases to the fair value of the consideration of $87,000 and $809,000, respectively. As of June 30, 2015, we had made total payments of $5.3 million under the contingent consideration agreement, and the maximum remaining payments under the agreement total $1.1 million. The estimated range of potential total contingent consideration is approximately $5.3 million to $6.4 million. |