Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | HIIQ | |
Entity Registrant Name | Health Insurance Innovations, Inc. | |
Entity Central Index Key | 1,561,387 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Class A common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,760,383 | |
Class B common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,841,667 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 7,929 | $ 16,154 |
Cash held on behalf of others | 5,459 | 5,744 |
Short-term investments | 461 | |
Accounts receivable, net, prepaid expenses and other current assets | 1,690 | 2,332 |
Advanced commissions | 14,510 | 5,973 |
Note receivable | 1,014 | |
Income taxes receivable | 568 | 12 |
Total current assets | 31,170 | 30,676 |
Property and equipment, net | 1,722 | 526 |
Goodwill | 41,076 | 41,076 |
Intangible assets, net | 11,502 | 13,565 |
Other assets | 782 | 329 |
Total assets | 86,252 | 86,172 |
Current liabilities: | ||
Accounts payable and accrued expenses | 11,823 | 11,397 |
Deferred revenue | 153 | 64 |
Current portion of contingent acquisition consideration | 1,246 | 2,647 |
Deferred tax liability | 13 | 13 |
Due to member | 229 | 229 |
Other current liabilities | 199 | 189 |
Total current liabilities | 13,663 | 14,539 |
Revolving line of credit | 2,500 | |
Contingent acquisition consideration | 1,753 | |
Deferred tax liability | 1,589 | 2,287 |
Due to member | 733 | 387 |
Other liabilities | 241 | 494 |
Total liabilities | $ 18,726 | $ 19,460 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock (par value $0.001 per share, 5,000,000 shares authorized; no shares issued and outstanding) | ||
Additional paid-in capital | $ 44,228 | $ 42,647 |
Treasury stock, at cost (149,702 and 47,144 shares, respectively) | (1,536) | (347) |
Accumulated deficit | (3,236) | (3,694) |
Total Health Insurance Innovations, Inc. stockholders’ equity | 39,471 | 38,621 |
Noncontrolling interests | 28,055 | 28,091 |
Total stockholders’ equity | 67,526 | 66,712 |
Total liabilities and stockholders' equity | 86,252 | 86,172 |
Class A common stock | ||
Stockholders’ equity: | ||
Common stock | 8 | 8 |
Total stockholders’ equity | 8 | 8 |
Class B common stock | ||
Stockholders’ equity: | ||
Common stock | 7 | 7 |
Total stockholders’ equity | $ 7 | $ 7 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 149,702 | 47,144 |
Class A common stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 7,910,085 | 7,900,085 |
Common stock, shares outstanding | 7,760,383 | 7,852,941 |
Class B common stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,841,667 | 6,841,667 |
Common stock, shares outstanding | 6,841,667 | 6,841,667 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues (premium equivalents of $43,404 and $42,240 for the three months ended September 30, 2015 and 2014, respectively and $120,216 and $110,375 for the nine months ended September 30, 2015 and 2014, respectively) | $ 25,799 | $ 23,364 | $ 71,087 | $ 62,228 |
Operating expenses: | ||||
Third-party commissions | 13,243 | 11,377 | 35,337 | 30,577 |
Credit card and ACH fees | 569 | 534 | 1,581 | 1,367 |
Selling, general and administrative | 10,845 | 11,387 | 32,360 | 27,875 |
Depreciation and amortization | 687 | 907 | 2,255 | 1,723 |
Total operating expenses | 25,344 | 24,205 | 71,533 | 61,542 |
Income (loss) from operations | 455 | (841) | (446) | 686 |
Other (income) expense: | ||||
Interest income | (8) | (25) | (17) | |
Fair value adjustment to contingent acquisition consideration | (438) | 131 | (824) | 939 |
Other expense (income) | 83 | 144 | (170) | 18 |
Net income (loss) before income taxes | 818 | (1,116) | 573 | (254) |
Benefit for income taxes | (701) | (332) | (664) | (205) |
Net income (loss) | 1,519 | (784) | 1,237 | (49) |
Net income (loss) attributable to noncontrolling interests | 788 | (172) | 779 | 364 |
Net income (loss) attributable to Health Insurance Innovations, Inc. | $ 731 | $ (612) | $ 458 | $ (413) |
Net income (loss) per share attributable to Health Insurance Innovations, Inc. | ||||
Basic | $ 0.10 | $ (0.09) | $ 0.06 | $ (0.07) |
Diluted | $ 0.10 | $ (0.09) | $ 0.06 | $ (0.07) |
Weighted average Class A common shares outstanding | ||||
Basic | 7,531,827 | 6,532,161 | 7,521,124 | 5,538,422 |
Diluted | 7,571,464 | 6,532,161 | 7,613,433 | 5,538,422 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Premium equivalents | $ 43,404 | $ 42,240 | $ 120,216 | $ 110,375 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Noncontrolling Interests | Private Placement | Private PlacementAdditional Paid-in Capital | Class A common stock | Class A common stockPrivate Placement | Class B common stock |
Beginning balance at Dec. 31, 2013 | $ 57,777 | $ 28,787 | $ (1,563) | $ (3,355) | $ 33,894 | $ 5 | $ 9 | |||
Beginning balance, shares at Dec. 31, 2013 | 5,179,713 | 8,566,667 | ||||||||
Beginning balance, shares at Dec. 31, 2013 | 129,881 | |||||||||
Net (loss) income | 423 | (339) | 762 | |||||||
Class A common stock issued as acquisition consideration | 6,734 | 6,733 | $ 1 | |||||||
Class A common stock issued as acquisition consideration, shares | 815,991 | |||||||||
Issuance of Class A common stock in private offering | $ 20,959 | $ 20,957 | $ 2 | |||||||
Issuance of Class A common stock in private offering, shares | 1,725,000 | |||||||||
Purchase of Series B Membership interest and exchange and cancellation of Class B common stock | (20,925) | (14,622) | (6,301) | $ (2) | ||||||
Purchase of Series B Membership interests and exchange and cancellation of Class B common stock, shares | (1,725,000) | |||||||||
Repurchases of Class A common stock | (304) | $ (304) | ||||||||
Repurchases of Class A common stock, shares | 43,318 | (43,318) | ||||||||
Issuances of Class A common stock under equity compensation plans, shares | 49,500 | |||||||||
Class A common stock withheld in treasury from restricted share vesting | (142) | $ (142) | ||||||||
Class A common stock withheld in treasury from restricted share vesting, shares | 12,403 | (12,403) | ||||||||
Forfeitures of restricted shares held in treasury | 131 | $ (131) | ||||||||
Forfeitures of restricted shares held in treasury, shares | 11,542 | (11,542) | ||||||||
Issuances of restricted shares from treasury | (1,793) | $ 1,793 | ||||||||
Issuances of restricted shares from treasury, shares | (150,000) | 150,000 | ||||||||
Stock compensation expense | 2,454 | 2,454 | ||||||||
Distributions | (264) | (264) | ||||||||
Ending balance at Dec. 31, 2014 | 66,712 | 42,647 | $ (347) | (3,694) | 28,091 | $ 8 | $ 7 | |||
Ending balance, shares at Dec. 31, 2014 | 7,852,941 | 6,841,667 | ||||||||
Ending balance, shares at Dec. 31, 2014 | 47,144 | |||||||||
Net (loss) income | 1,237 | 458 | 779 | |||||||
Repurchases of Class A common stock | $ (520) | $ (520) | ||||||||
Repurchases of Class A common stock, shares | 73,852 | 73,852 | (73,852) | |||||||
Issuances of Class A common stock under equity compensation plans, shares | (151,216) | 10,000 | ||||||||
Class A common stock withheld in treasury from restricted share vesting | $ (89) | $ (89) | ||||||||
Class A common stock withheld in treasury from restricted share vesting, shares | 15,790 | (15,790) | ||||||||
Forfeitures of restricted shares held in treasury | 2,125 | $ (2,125) | ||||||||
Forfeitures of restricted shares held in treasury, shares | (164,132) | 164,132 | (164,132) | |||||||
Issuances of restricted shares from treasury | (1,545) | $ 1,545 | ||||||||
Issuances of restricted shares from treasury, shares | (151,216) | 151,216 | ||||||||
Stock compensation expense | $ 1,001 | 1,001 | ||||||||
Distributions | (815) | (815) | ||||||||
Ending balance at Sep. 30, 2015 | $ 67,526 | $ 44,228 | $ (1,536) | $ (3,236) | $ 28,055 | $ 8 | $ 7 | |||
Ending balance, shares at Sep. 30, 2015 | 7,760,383 | 6,841,667 | ||||||||
Ending balance, shares at Sep. 30, 2015 | 149,702 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities: | ||
Net income (loss) | $ 1,237 | $ (49) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Stock-based compensation | 1,001 | 1,608 |
Depreciation and amortization | 2,255 | 1,723 |
Fair value adjustment to contingent acquisition consideration | (824) | 939 |
Deferred income taxes | (698) | (74) |
Gain on sale of available-for-sale securities | (20) | |
Changes in operating assets and liabilities: | ||
Decrease (increase) in cash held on behalf of others | 285 | (1,194) |
Decrease (increase) in accounts receivable, prepaid expenses and other assets | 1,002 | (575) |
Increase in advanced commissions | (9,162) | (3,012) |
Increase in income taxes receivable | (556) | (137) |
Increase in accounts payable, accrued expenses and other liabilities | 277 | 4,419 |
Increase (decrease) in deferred revenue | 89 | (902) |
Increase in due to related parties pursuant to tax receivable agreement | 346 | 193 |
Net cash (used in) provided by operating activities | (4,937) | 2,919 |
Investing activities: | ||
Capitalized internal-use software and website development costs | (1,214) | |
Issuance of note receivable | (1,044) | |
Proceeds from repayment of note receivable | 30 | |
Proceeds from sale of available-for sale securities | 461 | 33,020 |
Purchases of property and equipment | (123) | (210) |
Business acquisition, net of cash acquired | (21,978) | |
Acquisition of available-for-sale securities | (18,000) | |
Proceeds from maturities of held-to-maturity securities | 5,494 | |
Payments for deposits | (500) | |
Net cash used in investing activities | (1,890) | (2,174) |
Financing activities: | ||
Proceeds from borrowings under revolving line of credit | 2,500 | |
Payments for contingent acquisition consideration | (2,330) | (1,350) |
Payments for noncompete obligation | (144) | (121) |
Purchases of treasury stock | (520) | |
Distributions to member | (815) | (1,138) |
Purchase of Series B Membership interests | (20,959) | |
Net cash used in financing activities | (1,398) | (2,735) |
Net decrease in cash and cash equivalents | (8,225) | (1,990) |
Cash and cash equivalents at beginning of period | 16,154 | 17,054 |
Cash and cash equivalents at end of period | 7,929 | 15,064 |
Supplemental disclosure of non-cash investing activities: | ||
Capitalized website development costs included in accounts payable | 50 | |
Class A common stock issued as consideration for business acquisition | 6,734 | |
Contingent consideration for business acquisition | 1,270 | |
Consideration for business acquisition included in accrued expenses | 217 | |
Adjustment to consideration for business acquisition included in accounts receivable | 12 | |
Class A common stock | ||
Financing activities: | ||
Class A common stock withheld in treasury from restricted share vesting | (89) | (126) |
Issuance of Class A common stock in private offering | $ 20,959 | |
Variable interest entity | ||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Gain on deconsolidation of variable interest entity | $ (189) |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 1. Organization, Basis of Presentation and Summary of Significant Accounting Policies In this quarterly report, unless the context suggests otherwise, references to the “Company,” “we,” “us” and “our” refer 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 Sunrise Health Plans, LLC, Sunrise Group Marketing LLC, and Secured Software Solutions LLC, collectively. The term “SIL” refers to Simple Insurance Leads LLC, a venture that was formed by us and our third-party joint venture partner in June 2013; and with respect to which we sold our interest to our joint venture partner on March 23, 2015. The term “HP” refers to HealthPocket, Inc., a wholly-owned subsidiary which was acquired by HPIH on July 14, 2014. The term “ASIA” refers to American Service Insurance Agency, LLC, a wholly-owned subsidiary which was acquired by HPIH on August 8, 2014. HPIH, ICE, Secured, HP and ASIA are consolidated subsidiaries of HII, and SIL was a consolidated subsidiary of HII until March 23, 2015. Business Description and Organizational Structure of the Company Our Business We are a developer, distributor and virtual administrator of affordable, cloud-based individual health insurance plans and supplemental products. Our subsidiary HP operates a comprehensive consumer comparison shopping website for health insurance plans, HealthPocket.com. We are a developer and distributor of individual and family medical insurance plans (“IFP”), which include short-term medical (“STM”) insurance plans and guaranteed-issue and underwritten hospital indemnity plans. STM plans provide up to six, eleven or twelve months of health insurance coverage with a wide range of deductible and copay levels. STM plans generally offer qualifying individuals comparable benefits for fixed short-term durations with premiums that are substantially less than the premiums of individual major medical (“IMM”) plans which offer lifetime renewable coverage. STM plans feature a streamlined underwriting process offering immediate coverage options. Hospital indemnity plans pay fixed cash benefits for covered procedures and services for individuals under the age of 65. Our sales of STM products are supplemented with additional product offerings, including a variety of supplemental products such as pharmacy benefit cards, dental plans, vision plans, cancer/critical illness plans, and life insurance policies that are frequently purchased as supplements to IFP plans. We also offer supplemental deductible and gap protection plans for consumers whose IMM plans may not cover certain medical expenses until high deductibles are met. We design and structure these products on behalf of insurance carriers and market them to individuals through our internal and external distribution network. We manage member relations via our online member portal, which is available 24 hours a day, seven days a week. Our online enrollment process allows us to aggregate and analyze consumer data and purchasing habits to track market trends and drive product innovation. 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 also referred to as members, at the time of sale. The plans are underwritten by contracted insurance carriers, and we assume no underwriting or insurance risk. Our sales of IFP and supplemental products focus on the large and under-penetrated segment of the U.S. population who are uninsured or underinsured. These respective classes include individuals not covered by employer-sponsored insurance plans, such as the self-employed as well as small business owners and their employees, individuals who are unable to afford IMM premiums, underserved “gap populations” that require insurance due to changes caused by life events: new graduates, divorcees, early retirees, military discharges, the unemployed, part-time and seasonal employees and customers seeking health insurance between the open enrollment periods held each year by the health insurance exchanges created under the Patient Protection and Affordable Care Act (“PPACA”). We acquired HP in July 2014. HP provides consumers with access to its leading health insurance information search and comparison technology through its website, HealthPocket.com. This free website allows consumers to easily and clearly compare and rank health insurance plans available for an individual, family, or small business, empowering consumers to make health plan decisions and reduce their out of pocket costs. HP also enhances our consolidated business operations by aggregating high-quality product sales referrals for IFP and other health insurance products and supplemental products. In addition, the data aggregated by HP is used to research consumer needs and to measure product demand to help us design and manufacture high-demand insurance products. During the six months ended June 30, 2015, we developed a new website, www.agilehealthinsurance.com (“AHI”), through which consumers can shop for, apply for and purchase IFP products directly via the internet. We intend for AHI to be a significant direct-to-consumer distribution channel in the future and a strategic complement to our traditional distribution channels. AHI, as a distribution channel, is operated by the consumer division of HPIH; however, AHI was developed primarily by HP employees, the majority of whose time was allocated to the development of AHI during the three and nine months ended September 30, 2015. Our History Our business began operations in 2008, and historically we operated through Health Plan Intermediaries, LLC (“HPI”). HII was incorporated in the State of Delaware in October 2012 to facilitate the initial public offering (“IPO”) of our common stock. In November 2012, through a series of transactions, HPI assigned the operating assets of our business to HPIH, and HPIH assumed the operating liabilities of HPI. Since November 2012, we have operated our business through HPIH and its consolidated subsidiaries. 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 HPIH’s subsidiaries. HII is the sole managing member and has 100% of the voting rights and control of HPIH. See Note 7 for more information about the IPO. Basis of Presentation The condensed consolidated financial statements reflect the accounts of the Company. Intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests are included in the condensed 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 income or loss attributable to us and noncontrolling interests. As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we benefit from certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have also elected under the JOBS Act to delay the adoption of new and revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. These exemptions will apply for a period of five years following the completion of our IPO. 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, 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, 2014. Reclassifications Certain amounts in the prior period’s consolidated financial statements have been reclassified to conform to the current period presentation. Such reclassifications include excluding amounts payable for third-party commission expense from cash held on behalf of others and including such amounts in cash and cash equivalents in the accompanying condensed consolidated statements of cash flows, reclassifying certain expenses of HP from cost of goods sold to selling, general and administrative, and including the fair value adjustment for contingent consideration as a separate component in the accompanying condensed consolidated statements of operations, as compared to a component of other income (expense) in the prior period. 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 in accordance with GAAP requires management to make estimates, judgments 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 condensed consolidated results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, 2015 or any future interim period. Summary of Significant Accounting Policies The following is an update to our significant accounting policies described in Note 1, Organization, Basis of Presentation, and Summary of Significant Accounting Policies, in our audited consolidated financial statements for the year ended December 31, 2014 included in our Annual Report on Form 10-K. Property and equipment, net Included in property and equipment, net are certain website development and internally developed software costs. These costs incurred in the development of websites and internal-use software are either expensed as incurred or capitalized depending on the nature of the cost and the stage of development of the project under which a website or internal-use software are developed. The capitalization policies for website development and internal-use software vary as described below. Website development Generally, the costs incurred during the planning stage are expensed as incurred; costs incurred for activities during the website application and infrastructure development stage are capitalized; costs incurred during the graphics development stage are capitalized if such costs are for the creation of initial graphics for the website; subsequent updates to the initial graphics are expensed as incurred, unless they provide additional functionality; costs incurred during the content development stage are expensed as incurred unless they are for the integration of a database with the website, which are capitalized; and the costs incurred during the operating stage are expensed as incurred. Upon reaching the operating phase of the website application and infrastructure phase, the capitalized costs are amortized over the estimated useful life of the asset, which we generally expect to be five years. During the three and nine months ended September 30, 2015, we capitalized $0 and $895,000, respectively, of costs incurred in the development of a website for which the software underlying the website will not be marketed externally. This balance is included in property and equipment, net on the accompanying condensed consolidated balance sheets. The operating phase of the development of this website commenced on July 1, 2015. During the three months ended September 30, 2015, all of the website development costs incurred were part of the operating phase. As of September 30, 2015, $45,000 of amortization has been recorded related to the capitalized website development costs. Internal-use software Generally, the costs incurred during the preliminary project stage are expensed as incurred; costs incurred for activities during the application development stage are capitalized; and costs incurred during the post-implementation/operation stage are expensed as incurred. Upon reaching the post-implementation/operation stage of the development of internal-use software, the capitalized costs are amortized over the estimated useful life of the asset, which we generally expect to be three years. During each of the three and nine months ended September 30, 2015, we capitalized $369,000 of costs incurred in the application development stage of the internal-use software. This balance is included in property and equipment, net on the accompanying condensed consolidated balance sheets. Substantially all of the costs incurred during the period were part of the application development phase and, as of September 30, 2015, the post-implementation/operation phase of development had not commenced. As such, no amortization has been recorded on the capitalized internal-use software costs. Goodwill and Other Intangible Assets Goodwill As a result of our various acquisitions, we have recorded goodwill which represents the excess of the consideration paid over the fair value of the identifiable net assets acquired in a transaction accounted for as a business combination. An impairment test is performed by us at least annually as of October 1st of each year, or whenever events or circumstances indicate a potential for impairment exists. As of our last valuation date of October 1, 2014, we had two reporting units, which were our reportable operating segments, Insurance Plan Development and Distribution (“IPD”) and HP. During the three months ended June 30, 2015, due to a change in the structure of our internal organization, we determined that we have a single reportable operating segment, which includes HII and all its consolidated subsidiaries. We have determined that, in addition to aggregating HP into our single operating segment, HP has similar economic characteristics, and all consolidated entities should be aggregated for the purposes of goodwill impairment testing. As of September 30, 2015, we had one reporting segment. Recent Accounting Pronouncements In the following summary of recent accounting pronouncements, all references to effective dates of Financial Accounting Standards Board (“FASB”) guidance relate to nonpublic entities. As noted above, we have elected to delay the adoption of new and revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies under provisions of the JOBS Act. In April 2015, the FASB issued an update to its accounting guidance related to debt issuance costs as a part of its initiative to reduce complexity in accounting standards. To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements. In February 2015, the FASB issued an amendment to its accounting guidance related to financial statement consolidation. This guidance affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, it modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved with certain VIEs. This guidance is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements. In May 2014, the FASB issued an amendment to its accounting guidance related to revenue recognition. The amendment clarifies the principles for recognizing revenue. The guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in the judgments and assets recognized from costs incurred to obtain or fulfill a contract. We will adopt this guidance in reporting periods beginning after December 15, 2018. We are currently evaluating the impact of adopting this pronouncement on our condensed consolidated financial statements. In April 2014, the FASB issued guidance related to discontinued operations reporting. The new guidance changes the definition and reporting of discontinued operations to include only those disposals that represent a strategic shift and that have a major effect on an entity's operations and financial results. The new guidance, which also requires additional disclosures, becomes effective for annual periods beginning on or after December 15, 2015 and interim periods within those years and allows for early adoption. We adopted this guidance as of January 1, 2015, and as a result determined that our disposition of our interest in SIL, which is described in Note 3, was not a strategic shift in, nor did it have a major effect on our operations or financial results. As such, we did not treat SIL as a discontinued operation in our condensed consolidated financial statements. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
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 8 for further information on the Replacement Options. As of September 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. 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, an e-commerce platform 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 September 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. HP’s revenues and pre-tax net loss included in our results of operations since the acquisition were $241,000 and $865,000, respectively, for the three months ended September 30, 2015 and $1.2 million and $2.9 million, respectively, for the nine months ended September 30, 2015. HP’s revenues and pre-tax net loss included in our results of operations since the acquisition were $370,000 and $1.4 million, respectively, for each of the three and nine months ended September 30, 2014. For the three and nine months ended September 30, 2015, net loss before taxes included $316,000 and $949,000, respectively, of amortization expense related to the identified intangible assets recorded as a result of the acquisition. For each of the three and nine months ended September 30, 2014, $459,000 of amortization expense related to identified intangible assets was included in net loss before taxes. 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. 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 would 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. During the six months ended June 30, 2015, we believed that it was probable that we would 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. However, during the three months ended September 30, 2015, we revised our assessed probability for the contractual period ended August 31, 2015, and consequently have made no payment as the required adjusted EBITDA was not obtained. Accordingly, we reversed the associated liability and expense which resulted in a $424,000 increase in income. 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 September 30, 2015, based on our assessed probability of payout, the fair value of the contingent consideration was $440,000 which is included in contingent acquisition consideration on the accompanying condensed consolidated balance sheets. During the three months ended September 30, 2015, we recorded a $40,000 increase related to updates to discount rates for the amount payable in 2016. During the three and nine months ended September 30, 2015, we recorded a $424,000 and $926,000 respective reduction to the fair value of the contingent consideration, due to ASIA failing to achieve the adjusted EBITDA thresholds necessary to require payment of the amount payable in 2015. The estimated range of potential total contingent consideration still payable is zero to $1.0 million. Effective August 8, 2014, we also entered into an employment agreement with Jordan which provides for, among other things, a noncompetition covenant beginning on August 8, 2014 and ending on the later of August 8, 2017 and one year following the date on which Jordan’s employment with us is terminated. The following table summarizes the fair value of the consideration for the acquisition as of August 8, 2014 ($ 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 September 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. ASIA’s revenues and pre-tax net loss included in our results of operations since the acquisition were $962,000 and $140,000, respectively, for the three months ended September 30, 2015 and $2.8 million and $521,000, respectively, for the nine months ended September 30, 2015. ASIA’s revenues and pre-tax net loss included in our results of operations since the acquisition were $292,000 and $300,000, respectively, for each of the three and nine months ended September 30, 2014. For the three and nine months ended September 30, 2015, net loss before taxes included $45,000 and $135,000, respectively, of amortization expense related to the identified intangible assets recorded as a result of the acquisition. For the each of three and nine months ended September 30, 2014, $29,000 of amortization expense related to identified intangible assets was included in net loss before taxes. 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 was $806,000 and $3.0 million as of September 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 nine months ended September 30, 2015, we recorded respective decreases and increases to the fair value of the contingent consideration of $15,000 and $101,000, respectively. During the three and nine months ended September 30, 2014, we recorded increases to the fair value of the consideration of $81,000 and $890,000, respectively. As of September 30, 2015, we had made total payments of $5.6 million under the contingent consideration agreement, and the maximum remaining payments under the agreement total $821,000. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2015 | |
Variable Interest Entity Measure Of Activity [Abstract] | |
Variable Interest Entities | 3. Variable Interest Entities As of September 30, 2015, we were the primary beneficiary of one entity that constitutes a VIE pursuant to FASB guidance. HPIH As of September 30, 2015, 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 53.1% of the total membership and economic interest, and the other members of HPIH hold no voting rights in HPIH. Further, substantially all of the activities of HPIH are conducted on behalf of a membership with disproportionately few voting rights. We have concluded that we are the primary beneficiary of HPIH and, therefore, should consolidate HPIH since we have power over and receive the benefits of HPIH. We have the power to direct the activities of HPIH that most significantly impact its economic performance. Our equity interest in HPIH obligates us to absorb losses of HPIH and gives us the right to receive benefits from HPIH related to the day-to-day operations of the entity, both of which could potentially be significant to HPIH. As such, our maximum exposure to loss as a result of our involvement in this VIE is the net income or loss allocated to us based on our interest. SIL On October 7, 2013, HPIH entered into a Limited Liability Company Operating Agreement (the “SIL LLC Agreement”) with Health Benefits One, LLC (“HBO”) in connection with the formation of SIL, a venture that was intended to procure sales leads for us and our distributors. We made $492,000 in contributions to SIL during the years ended December 31, 2014 and 2013. In addition, we entered into an agreement to loan $185,000 to SIL, which could be repaid via offset of earned commissions of HBO otherwise payable by us. HBO had no obligations to make any initial capital contributions. Per the SIL LLC Agreement, so long as HPIH’s unreturned capital contributions had not been reduced to zero, HPIH could, without the consent of HBO, cause SIL to take any significant actions affecting SIL’s day-to-day operations, including the sale or disposition of SIL assets and entrance into voluntary liquidation or receivership of SIL. As such, we determined that we had the power to control the day-to-day activities of SIL. We concluded that we were the primary beneficiary of SIL, and therefore, we consolidated SIL because we had power over and received the benefits of SIL. We had the power to direct the activities of SIL that most significantly impacted its economic performance. Per the terms of the SIL LLC Agreement, we determined that 100% of the operating income or loss of the VIE should be allocated to us. On March 23, 2015, we entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) to sell our interests in SIL to HBO in exchange for a note receivable from HBO with a face amount of $246,000 and the right to receive certain contingent consideration. The parties agreed that this note will be payable with credits against sales commissions due to HBO, and any such commissions earned during the term of the note will be applied against the outstanding balance payable to us under the note. As such, the note is included in advanced commissions in the accompanying condensed consolidated balance sheets. In addition, we may receive contingent consideration equal to 10.0% of SIL’s earnings before interest, taxes, depreciation and amortization, as defined in the Unit Purchase Agreement for each of the fiscal years ended December 31, 2015 and 2016. The amounts receivable as contingent consideration are not estimable nor reasonably assured; as such, we have not recorded the contingent consideration on our condensed consolidated balance sheets. As a result of the sale of our interest, we no longer have any ownership interest in SIL and have deconsolidated SIL from our condensed consolidated financial statements. The results of operations of SIL are included in the accompanying condensed consolidated financial statements through the date of the Unit Purchase Agreement. For the three and nine months ended September 30, 2015, we recorded a respective gain of $0 and $189,000 on the sale, representing the difference between the consideration received and the carrying value of SIL’s net assets at the time of the transaction. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Goodwill Our goodwill balance as of September 30, 2015 and December 31, 2014 arose from acquisitions as described in Note 2 as well as our goodwill balance existing prior to such acquisitions. The changes in the carrying amounts of goodwill are as follows ($ in thousands): Balance as of January 1, 2014 $ 18,014 Goodwill acquired 23,062 Impairment of goodwill — Balance as of December 31, 2014 41,076 Goodwill acquired — Impairment of goodwill — Balance as of September 30, 2015 $ 41,076 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 September 30, 2015 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.1 $ 1,377 $ (195 ) $ 1,182 Carrier network 5.0 40 (32 ) 8 Distributor relationships 9.3 5,109 (2,252 ) 2,857 Noncompete agreements 4.7 987 (625 ) 362 Customer relationships 5.8 1,484 (979 ) 505 Capitalized software 6.7 8,571 (1,983 ) 6,588 Total intangible assets 7.8 $ 17,568 $ (6,066 ) $ 11,502 Major classes of intangible assets as of December 31, 2014 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.1 $ 1,377 $ (103 ) $ 1,274 Carrier network 5.0 40 (26 ) 14 Distributor relationships 9.3 5,109 (1,791 ) 3,318 Noncompete agreements 4.7 987 (462 ) 525 Customer relationship 5.8 1,484 (644 ) 840 Capitalized software 6.7 8,571 (977 ) 7,594 Total intangible assets 7.8 $ 17,568 $ (4,003 ) $ 13,565 Amortization expense for the three months ended September 30, 2015 and 2014 was $564,000 and $862,000, respectively, and for the nine months ended September 30, 2015 and 2014 was $1.5 million and $1.6 million, respectively. Estimated annual pretax amortization of intangible assets for the remainder of 2015 and in each of the next five years and thereafter is as follows ($ in thousands): Remainder of 2015 $ 562 2016 2,173 2017 1,984 2018 1,744 2019 1,357 2020 1,357 Thereafter 2,325 Total $ 11,502 |
Accounts Payable and Other Liab
Accounts Payable and Other Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Other Liabilities | 5. Accounts Payable and Other Liabilities Accounts payable and accrued expenses consisted of the following as of ($ in thousands): September 30, 2015 December 31, 2014 Carriers and vendors payable $ 5,409 $ 5,830 Commissions payable 2,614 2,009 Accrued wages 1,024 1,062 Accrued refunds 856 815 Accounts payable 504 906 Accrued professional fees 253 144 Accrued credit card/ACH fees 197 198 Accrued interest 1 1 Other accrued expenses 965 432 Total accounts payable and accrued expenses $ 11,823 $ 11,397 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Revolving Line of Credit On December 15, 2014, HPIH entered into a three-year revolving line of credit (“RLOC”) for $15.0 million with a bank. The purpose of the RLOC is to provide regular draws for working capital to support our general corporate expenses and to help us maintain adequate liquidity. Borrowings under this facility are secured by all of our and our subsidiaries’ assets, including, but not limited to, cash, accounts receivable, and property and equipment. The stated interest rate for the RLOC is 30-day LIBOR, plus 1.95%. In September 2015, we drew $2.5 million on the RLOC. As there were no other draws on the RLOC prior to the draw in September 2015, the outstanding balance on the RLOC as of September 30, 2015 was $2.5 million. The RLOC is subject to customary covenants and restrictions which, among other things, require us to maintain minimum working capital equal to 1.50 times the outstanding balance, and require that our maximum funded debt to tangible net worth ratio not exceed 1.50 at any time during the term of the RLOC. The RLOC also imposes certain nonfinancial covenants on us that would require immediate payment if we, among other things, reorganize, merge, consolidate, or otherwise change ownership or business structure without the bank’s prior written consent. The RLOC agreements also contain customary representations and warranties and events of default. The payment of outstanding principal under the RLOC and accrued interest thereon may be accelerated and become immediately due and payable upon default of payment or other performance obligations or failure to comply with financial or other covenants in the RLOC agreements, subject to applicable notice requirements and cure periods as provided in the RLOC agreements. HII and each of the wholly-owned subsidiaries of HPIH are guarantors of the RLOC and would be required to pay any outstanding debt under the RLOC upon the occurrence of an event of default by HPIH. Under the terms of the RLOC, we incurred certain costs related to acquiring the RLOC of $23,000. These costs have been capitalized and are included in accounts receivable, net, prepaid expenses and other current assets and other-long term assets on the accompanying condensed consolidated balance sheets. As of September 30, 2015 and December 31, 2014, the balance of the deferred financing costs was $17,000 and $23,000, respectively. The deferred financing costs consist primarily of consulting and legal fees directly related to the bank loan. These amounts are amortized over the life of the RLOC. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity On February 13, 2013, we completed our IPO by issuing 4,666,667 shares of our Class A common stock, par value $0.001 per share, at a price to the public of $14.00 per share of Class A common stock. In addition, we issued 8,666,667 shares of our Class B common stock, of which 8,580,000 shares of Class B common stock were obtained by HPI, and 86,667 shares of Class B common stock were obtained by Health Plan Intermediaries Sub, LLC (“HPIS”), of which HPI is the managing member. In addition, we granted the underwriters of the IPO the right to purchase additional shares of Class A common stock to cover over-allotments (the “over-allotment option”). Our authorized capital stock consists of 100,000,000 shares of Class A common stock, par value $0.001 per share, 20,000,000 shares of Class B common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. Class A Common Stock and Class B Common Stock Each share of Class A common stock and Class B common stock entitles its holder to one vote per share on all matters to be voted upon by the stockholders, and holders of each class will vote together as a single class on all such matters. Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. As of September 30, 2015, the Class A common stockholders had 53.1% of the voting power in HII and the Class B common stockholders had 46.9% of the voting power in HII. Holders of shares of our Class A common stock have 100% of the economic interest in HII. Holders of Class B common stock do not have an economic interest in HII. The determination to pay dividends, if any, to our Class A common stockholders will be made by our Board of Directors. We do not, however, expect to declare or pay any cash or other dividends in the foreseeable future on our Class A common stock, as we intend to reinvest any cash flow generated by operations in our business. We may enter into credit agreements or other borrowing arrangements in the future that prohibit or restrict our ability to declare or pay dividends on our Class A common stock. In the event of liquidation, dissolution, or winding up of HII, the holders of Class A common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The holders of our Class A common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A common stock. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future. Class B common stockholders will not be entitled to any dividend payments. In the event of any dissolution, liquidation, or winding up of our affairs, whether voluntary or involuntary, after payment of our debts and other liabilities and making provision for any holders of our preferred stock that have a liquidation preference, our Class B common stockholders will not be entitled to receive any of our assets. In the event of our merger or consolidation with or into another company in connection with which shares of Class A common stock and Class B common stock (together with the related membership interests) are converted into, or become exchangeable for, shares of stock, other securities or property (including cash), each Class B common stockholder will be entitled to receive the same number of shares of stock as is received by Class A common stockholders for each share of Class A common stock, and will not be entitled, for each share of Class B common stock, to receive other securities or property (including cash). No holders of Class B common stock will have preemptive rights to purchase additional shares of Class B common stock. The following table presents the effects of changes in HII’s ownership interests in HPIH and its consolidated subsidiaries on its equity ($ in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net (loss) income attributable to Health Insurance Innovations, Inc. $ 731 $ (612 ) $ 458 $ (413 ) Distributions (157 ) (214 ) (815 ) (222 ) Total $ 574 $ (826 ) $ (357 ) $ (635 ) Exchange Agreement On February 13, 2013, we entered into an exchange agreement (the “Exchange Agreement”) with the holders of the Series B Membership Interests of HPIH (“Series B Membership Interests”). Pursuant to and subject to the terms of the Exchange Agreement and the amended and restated limited liability company agreement of HPIH, holders of Series B Membership Interests, at any time and from time to time, may exchange one or more Series B Membership Interests, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. See Note 8 from our December 31, 2014 audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2014 for further information on the Exchange Agreement. Holders will not have the right to exchange Series B Membership Interests if we determine that such exchange would be prohibited by law or regulation or would violate other agreements to which we may be subject. We may impose additional restrictions on exchanges that we determine necessary or advisable so that HPIH is not treated as a “publicly traded partnership” for U.S. federal income tax purposes. If the Internal Revenue Service were to contend successfully that HPIH should be treated as a “publicly traded partnership” for U.S. federal income tax purposes, HPIH would be treated as a corporation for U.S. federal income tax purposes and thus would be subject to entity-level tax on its taxable income. A holder that exchanges Series B Membership Interests will also be required to deliver an equal number of shares of our Class B common stock. In connection with each exchange, HPIH will cancel the delivered Series B Membership Interests and issue to us Series A Membership Interests on a one-for-one basis. Thus, as holders exchange their Series B Membership Interests for Class A common stock, our interest in HPIH will increase. In accordance with the Exchange Agreement, in March 2013, we received a net amount of $1.4 million in proceeds from the issuance of 100,000 shares of Class A common stock through the 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 stockholders, of which all such shares are issuable upon the exchange of an equivalent number of Series B Membership Interests (together with an equal number of shares of our Class B common stock). On August 15, 2014, we entered into an underwriting agreement with Raymond James & Associates, Inc., as the underwriter, and HPI and HPIS, as selling stockholders (the “Selling Stockholders”). Pursuant to the underwriting agreement and the Exchange Agreement, we issued 1,725,000 shares of Class A common stock, at a public offering price of $12.15 per share ($11.54 per share, net of underwriting discounts), for net proceeds of $19.9 million. We immediately used these proceeds to acquire Series B Membership Interests, together with an equal number of shares of our Class B common stock from the Selling Stockholders. These Series B Membership Interests were immediately recapitalized into Series A Membership Interests in HPIH. The Selling Stockholders agreed to sell to the underwriter for resale all 1,725,000 shares of Class A common stock. No shares were sold by the Company in this offering, and the Company did not receive any of the proceeds from the sale by the Selling Stockholders. The sale by the Selling Stockholders was made pursuant to the registration statement on Form S-3 described above. No other shares of Class A common stock have been issued or sold pursuant to the registration statement on Form S-3. Preferred Stock Our board of directors has the authority to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of HII without further action by the stockholders and may adversely affect the voting and other rights of the holders of Class A common stock. At present, we have no plans to issue any preferred stock. Treasury Stock Treasury stock is recorded at cost. As of September 30, 2015 and December 31, 2014, we held 149,702 and 47,144 shares of treasury stock, respectively, recorded at a cost of $1.5 million and $347,000, respectively. Share Repurchase Program On December 17, 2014, our Board of Directors authorized us to purchase up to 800,000 shares of our registered Class A common stock under a repurchase program which could remain in place until December 31, 2016. We have adopted a plan (the “Repurchase Plan”) under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with this authorization. The Repurchase Plan allowed us to repurchase our shares of Class A common stock at times when we otherwise may have been prevented from doing so under the insider trading laws or self-imposed trading blackout periods. We discontinued the Repurchase Plan in May 2015 but reserve the ability to adopt a new repurchase plan in the future under the repurchase program. We made no repurchases during the three months ended September 30, 2015. During the nine months ended September 30, 2015, we repurchased 73,852 shares of our registered Class A common stock under the Repurchase Plan at an average price per share of $7.05. Treasury Stock Transactions Related to Stock-based Compensation Awards Treasury stock is recorded pursuant to the surrender of shares by certain employees to satisfy statutory tax withholding obligations on vested restricted stock awards. In addition, certain forfeited stock-based awards are transferred to and recorded as treasury stock, and certain restricted stock awards have been granted from shares in Treasury. During the three and nine months ended September 30, 2015, zero and 15,790 shares, respectively, were transferred to Treasury as a result of surrendered shares of vested restricted stock awards, and during the three and nine months ended September 30, 2014, 11,542 and 22,286 shares, respectively, were transferred to Treasury as a result of surrendered shares of vested restricted stock awards. During the three and nine months ended September 30, 2015, 70,000 and 151,216 Treasury shares were granted under restricted stock awards, respectively. During the three and nine months ended September 30, 2015, 7,500 and 164,132 shares, respectively, were transferred to Treasury as the result of forfeitures of restricted stock awards. During the three and nine months ended September 30, 2014, 150,000 shares were granted under restricted stock awards, respectively. During the three and nine months ended September 30, 2014, 11,542 restricted stock awards were forfeited to Treasury, respectively. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 8. Stock-based Compensation We maintain one stock-based incentive plan, the Health Insurance Innovations, Inc. Long Term Incentive Plan (the “LTIP”), which became effective February 7, 2013. Under the LTIP, restricted stock, 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 LTIP have been issued or our Board of Directors terminates the LTIP. At the inception of the LTIP, 1,250,000 shares of Class A common stock were reserved for issuance under the LTIP. In May 2015, the Company’s shareholders approved an increase of 1,000,000 shares of Class A common stock available under the LTIP, and, as of September 30, 2015, there were 2,250,000 shares of Class A common stock reserved for issuance under the LTIP. Expense for stock-based compensation is recognized based upon estimated grant date fair value and is amortized over the requisite service period of the awards using the accelerated method. For grants of SARs and 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 requisite service period. The requisite service period is the period during which an employee is required to provide service in exchange for an award, which often is the vesting period. Compensation expense is recognized only for those awards expected to vest, with forfeitures estimated based on our historical experience and future expectations. All stock-based compensation expense is classified within selling, general and administrative (“S, G & A”) expense in the condensed consolidated statements of operations. None of the stock-based compensation was capitalized during the three and nine months ended September 30, 2015 and 2014. 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 nine months ended September 30, 2015 and 2014, 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: Nine Months Ended September 30, 2015 2014 Risk-free interest rate 1.5 % 1.6 % Expected option life 4.6 years 4.9 years Expected volatility 44.3 % 40.7 % Expected dividend yield none none The following table summarizes restricted shares, SARs, and stock options granted during the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Restricted shares 70 150 161 150 SARs 325 218 720 273 Stock options — 85 — 85 During the three and nine months ended September 30, 2015, 75,000 and 301,000 SARs, respectively, and 7,500 and 164,132 restricted share awards, respectively, were forfeited. All of these awards were unvested. No SARs were exercised during the three and nine months ended September 30, 2015. During the three and nine months ended September 30, 2014, there were 28,000 outstanding awards forfeited. There were no SARs exercised during the three and nine months ended September 30, 2014. The following table summarizes stock-based compensation expense for the three and nine months ended September 30, 2015 and 2014 ($ in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Restricted shares $ 85 $ 166 $ 349 $ 533 SARs 188 408 384 806 Stock options 41 269 268 269 $ 314 $ 843 $ 1,001 $ 1,608 The following table summarizes unrecognized stock-based compensation and the remaining weighted average period over which such stock-based compensation is expected to be recognized as of September 30, 2015 ($ in thousands): Weighted Average Remaining years Restricted shares $ 889 1.9 SARs 1,085 2.0 Stock options 153 1.1 $ 2,127 The amounts in the table above do not include the cost of any additional awards that may be granted in future periods. For the three and nine months ended September 30, 2015, the settlement of stock based incentive awards resulted in a cash outflow of $0 and $89,000, respectively, with respect to shares redeemed to cover the recipient’s tax obligations. For the three and nine months ended September 30, 2014, these settlements resulted in a cash outflow of $0 and $257,000, respectively. We recognized an income tax benefit of $0 and $91,000 from stock-based activity for the three and nine months ended September 30, 2015, respectively, and $33,000 and $84,000 for the three and nine months ended September 30, 2014, respectively. |
Net (Loss) Income per Share
Net (Loss) Income per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income per Share | 9. Net Income (Loss) per Share The computations of basic and diluted net income (loss) per share attributable to HII for the three and nine months ended September 30, 2015 and 2014 were as follows ($ in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Basic net income (loss) attributable to Health Insurance Innovations, Inc. $ 731 $ (612 ) $ 458 $ (413 ) Average shares—basic 7,531,827 6,532,161 7,521,124 5,538,422 Effect of dilutive securities: Restricted shares 19,413 — 72,815 — SARs — — 2,931 — Stock options 20,224 — 16,563 — Average shares—diluted 7,571,464 6,532,161 7,613,433 5,538,422 Basic net income (loss) per share attributable to Health Insurance Innovations, Inc. $ 0.10 $ (0.09 ) $ 0.06 $ (0.07 ) Diluted net income (loss) per share attributable to Health Insurance Innovations, Inc. $ 0.10 $ (0.09 ) $ 0.06 $ (0.07 ) 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, options, and SARs and are calculated using the treasury stock method. There is no dilutive effect of our restricted stock, options, or SARs in the computation of diluted earnings per share for the three and nine months ended September 30, 2014 due to a net loss in those periods. 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Restricted shares 44 282 70 282 SARs 113 559 129 559 Stock options — 84 — 84 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. 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 nine months ended September 30, 2015 was (85.7%) and (115.9%), respectively. The effective tax rate for the three and nine months ended September 30, 2014 was 29.7% and 80.7%, respectively. The benefit for income taxes was $701,000 and $664,000 for the three and nine months ended September 30, 2015, respectively. The benefit for income taxes was $332,000 and $205,000 for the three and nine months ended September 30, 2014, respectively. The effective tax rate for the three and nine months ended September 30, 2015 and 2014 was significantly impacted by a change in the valuation allowance provided against our deferred tax assets, as we believe it is more likely than not that some of our deferred tax assets will not be realized to offset future taxable income. During any period, our effective tax rate also 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. 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 some of these deferred tax assets. As of September 30, 2015, we determined that it is more likely than not that some of our deferred tax assets will not be realized due to the presence of losses in the only two fiscal years in which we have measured deferred tax assets. As such, we have provided a valuation allowance against some of our deferred tax assets as of September 30, 2015. We project to have a current tax liability for the year resulting from our forecasted results of operations. We do not project that the current tax liability will enable a significant 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. 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. During the six months ended June 30, 2015, we adopted FASB guidance which states that a liability for uncertain tax positions 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. If the net operating loss carryforward, similar tax loss or tax credit carryforward is unavailable as of the reporting date, then the liability for uncertain tax positions should be presented as a deferred tax liability and not combined with deferred tax assets. This guidance did not have an impact on our financial statements as we had no uncertain tax positions as of September 30, 2015. For the three and nine months ended September 30, 2015 and 2014, we had no 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 | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Leases We lease office spaces to conduct the operations of HPIH and subsidiaries which expire between 2015 and 2019. The office space operating lease agreements contain rent holidays and rent escalation provisions. Rent holidays and rent escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. The difference between cash rent payments and straight-line rent expense was $55,000 and $67,000 as of September 30, 2015 and December 31, 2014, respectively. Total rent expense under all operating leases, which includes equipment, was $176,000 and $154,000 for the three months ended September 30, 2015 and 2014, respectively, and $518,000 and $343,000 for the nine months ended September 30, 2015 and 2014, respectively, and is included in S, G & A expenses in the accompanying condensed 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 the A.R.I.E.S. System under which we are required to make monthly payments of $16,000 for five years. The present value of these payments was capitalized and recorded as an intangible asset with a corresponding liability on the accompanying condensed consolidated balance sheets. Tax Receivable Agreement On February 13, 2013, we entered into a Tax Receivable Agreement (“TRA”) with the holders of the HPIH Series B Membership Interests, which holders are beneficially owned by Mr. Michael W. Kosloske (“Kosloske”), our founder, Chairman of the Board and Chief Executive Officer. The TRA requires us to pay to such holders 85% of the cash savings, if any, in U.S. federal, state and local income tax we realize (or are deemed to realize in the case of an early termination payment, a change in control or a material breach by us of our obligations under the TRA) as a result of any possible future increases in tax basis and of certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA itself. This is HII’s obligation and not an obligation of HPIH. HII will benefit from the remaining 15% of any realized cash savings. For purposes of the TRA, cash savings in income tax is computed by comparing our actual income tax liability with our hypothetical liability had we not been able to utilize the tax benefits subject to the TRA itself. The TRA became effective upon completion of the IPO and will remain in effect until all such tax benefits have been used or expired, unless HII exercises its right to terminate the TRA for an amount based on the agreed payments remaining to be made under the agreement or HII breaches any of its material obligations under the TRA in which case all obligations will generally be accelerated and due as if HII had exercised its right to terminate the agreement. Any potential future payments will be calculated using the market value of our Class A common stock at the time of the relevant exchange and prevailing tax rates in future years and will be dependent on us generating sufficient future taxable income to realize the benefit. Payments are generally due under the TRA within a specified period of time following the filing of our tax return for the taxable year with respect to which payment of the obligation arises. Exchanges of Series B Membership Interests, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock, are expected to increase our tax basis in our share of HPIH’s tangible and intangible assets. These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that we would otherwise be required to pay in the future. As of September 30, 2015, Series B Membership Interests, together with an equal number of shares of Class B common stock have been exchanged for Distributor Commission Advances From time to time, we enter into agreements with our distributors to make advanced commission payments to them. Certain of these agreements include a loan agreement for the purposes of securing the advanced payments we make. Generally, these loans will be paid by commissions earned by the distributor, as described in the respective agreements. In September 2014, we entered into an agreement with one of our distributors, and certain individuals and entities related to this distributor (collectively, the “Distributor”), to make advances via a variable secured promissory note. The variable secured promissory note executed by the Distributor (the “September 2014 Note”) provides for advances up to an aggregate amount of $4.8 million, payable in three installments of $1.5 million, $1.5 million, and $1.8 million, respectively. The first advance installment of $1.5 million was made in September 2014 and is included in advanced commissions on the accompanying condensed consolidated balance sheets as of September 30, 2015. The September 2014 Note, which secures the advances, matures on April 26, 2017 and bears interest only upon the occurrence of an event of default, as defined in the September 2014 Note. All amounts outstanding, including interest, are due within thirty days of the maturity date, subject to acceleration upon the occurrence of an event of default. Under the September 2014 Note, the Distributor is eligible to earn bonus commissions for each qualifying sale of our products, as defined in the September 2014 Note. Any such bonus commissions earned during the term of the September 2014 Note will be applied against the outstanding balance payable to us under the September 2014 Note, in lieu of a cash payment to us, and the net amount, if any, will be payable to the Distributor. In January 2015, we entered into agreements with the Distributor to make advances via two additional variable secured promissory notes, which we refer to as the “January 2015 Production Note” and the “January 2015 MDF Note,” and collectively as the “January 2015 Variable Notes.” The January 2015 Variable Notes provide for advances of up to $2.0 million each. The first installments, $1.5 million under the January 2015 Production Note and $1.0 million under the January 2015 MDF Note, were made in January 2015. Both January 2015 Variable Notes provide for second installments of $500,000 each, and the January 2015 MDF Note provides for a third installment of $500,000. The January 2015 Variable Notes, which secure the advances, mature on December 31, 2017 and bear interest only upon the occurrence of an event of default, as defined in each of the January 2015 Variable Notes. All amounts outstanding, including interest, are due on the maturity date, subject to acceleration upon the occurrence of an event of default. Under the January 2015 Production Note, the Distributor is eligible to earn bonus commissions for each qualifying sale of our products, as defined in the January 2015 Production Note. Any such bonus commissions earned during the term of the January 2015 Production Note will be applied against the outstanding balance payable to us under the January 2015 Production Note, in lieu of a cash payment to us, and the net amount, if any, will be payable to the Distributor. Under the January 2015 MDF Note, the Distributor is eligible to earn production credits for achieving certain sales targets of our products, as defined in the January 2015 MDF Note. Any such production credits earned during the term of the January 2015 MDF Note will be applied against the outstanding balance payable to us under the January 2015 MDF Note, in lieu of a cash payment to us, but no amount will be payable to us by the Distributor. As of September 30, 2015, both the Company and the Distributor agreed that other than the initial advance installments, no further advance installments will be made under the September 2014 Note or either of the January 2015 Variable Notes. Of these advances, balances that will be realized within twelve months are included in advanced commissions, and the portions not realizable within twelve months are included in other long-term assets on the accompanying condensed consolidated balance sheets. The balances in the current and other long-term assets were $1.9 million and $625,000, respectively, as of September 30, 2015. In addition, in January 2015 we entered into a revolving secured promissory note (the “January 2015 Revolver”) with the Distributor. Pursuant to the January 2015 Revolver, we may make loans, from time to time, to the Distributor. The maximum aggregate principal amount loaned by us under the January 2015 Revolver is capped at the lesser of what we refer to as the available amount and $1.0 million. The January 2015 Revolver bears interest at an annual rate of 6.0%. Pursuant to the January 2015 Revolver, on each of December 31, 2015 and 2016, the Distributor shall make a payment to us in an amount that will reduce the amount outstanding under the January 2015 Revolver to $300,000 or less plus accrued interest on the principal amounts so repaid. The January 2015 Revolver matures on December 31, 2017. All amounts outstanding, including interest, are due on the maturity date, subject to acceleration upon the occurrence of an event of default. In January 2015, we loaned $1.0 million to the Distributor under the January 2015 Revolver. During the three and nine months ended September 30, 2015, we accrued $18,000 and $44,000 in interest on the note. The January 2015 Revolver is included in notes receivable on the accompanying condensed consolidated balance sheet. As of June 30, 2015, both the Company and the Distributor agreed that other than the initial amount drawn on the January 2015 Revolver, no further loans will be made under the January 2015 Revolver. During the three and nine months ended September 30, 2015, the Distributor repaid $30,000 of the outstanding balance. As of September 30, 2015, the outstanding principal balance of the January 2015 Revolver is $970,000, plus accrued interest of $44,000. On May 1, 2015, we entered into an agreement with HBO, and certain individuals and entities related to HBO to make advances via a variable secured promissory note (the “May 2015 Note”). The May 2015 Note provides for two advances of $500,000 each, the first of which was paid in May 2015. The May 2015 Note, which secures the advances, matures on January 31, 2017 and bears interest only upon the occurrence of an event of default, as defined in the May 2015 Note. All amounts outstanding, including interest, are due within thirty days of the maturity date, subject to acceleration upon the occurrence of an event of default. Under the May 2015 Note, HBO is eligible to earn production credits, beginning in January 2016, for each qualifying sale of our products, as defined in the May 2015 Note. Such production credits will be applied based on qualifying sales during each calendar quarter of 2016. Any such production credits earned during calendar year 2016 will be applied against the outstanding balance payable to us under the May 2015 Note, in lieu of a cash payment to us, but no amount will be payable by us to HBO. Legal Proceedings As of September 30, 2015, we had no significant outstanding legal proceedings. From time to time, 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 | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. Fair Value Measurements We measure and report certain 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 included certificates of deposit. The certificates of deposit had maturities ranging from greater than three to fifteen months. The investments were 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 and ASIA 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 and ASIA for us to make payment and the nature of such payments. The underlying outcomes are subject to the target results in the respective instruments or agreement. These liabilities are included in Level 3 of the fair value hierarchy. Noncompete obligation. Our noncompete obligation, an exclusivity agreement with the developer of the A.R.I.E.S System, as described in Note 11, 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 condensed 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 September 30, 2015 and December 31, 2014, respectively, approximate fair value because of the short-term duration of these instruments. As of September 30, 2015, our liabilities measured at fair value were as follows ($ in thousands): Fair Value Measurement as of September 30, 2015 Carrying Value as of September 30, 2015 Level 1 Level 2 Level 3 Liabilities: Noncompete obligation $ 335 $ — $ 335 $ — Contingent acquisition consideration 1,246 — — 1,246 $ 1,581 $ — $ 335 $ 1,246 As of December 31, 2014, our assets and liabilities measured at fair value were as follows ($ in thousands): Fair Value Measurement as of December 31, 2014 Carrying Value as of December 31, 2014 Level 1 Level 2 Level 3 Assets: Certificates of deposit $ 461 $ 461 $ — $ — Liabilities: Noncompete obligation $ 463 $ — $ 457 $ — Contingent acquisition consideration 4,400 — — 4,400 $ 4,863 $ — $ 457 $ 4,400 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 Issuance and settlements, net (579 ) Loss included in income 1,103 Balance as of January 1, 2015 $ 4,400 Issuance and settlements, net (2,330 ) Gain included in income (824 ) Balance as of September 30, 2015 $ 1,246 Gain or loss on the contingent acquisition consideration are included in fair value adjustments to contingent consideration on the accompanying condensed consolidated statements of operations. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segments | 13. 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 (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing our performance. As of June 30, 2015 and September 30, 2015, our CODM is considered to be our President. The Chief Executive Officer and Chief Financial Officer, jointly, were the CODM, prior to the President being named CODM. For the year ended December 31, 2014 and during the three months ended March 31, 2015, we had two reportable segments: IPD and HP. During the three months ended June 30, 2015, the structure of our internal organization changed such that HP is a component of the operations comprising the IPD segment. The CODM reviews our financial information in a manner substantially similar to the accompanying condensed consolidated financial statements. In addition, our operations, revenues, and decision-making functions are based solely in the United States. As such, as of September 30, 2015, and for the nine months ended September 30, 2015, we had one reportable operating and geographic segment. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions Health Plan Intermediaries, LLC HPI and its subsidiary HPIS, which are beneficially owned by Kosloske, are related parties by virtue of their Series B Membership Interests in HPIH, of which we are managing member. During the nine months ended September 30, 2015 and 2014, HPIH paid cash distributions of $815,000 and $1.1 million, respectively, to these entities related to estimated federal and state income taxes, pursuant to the operating agreement entered into by HPIH and HPI. Tax Receivable Agreement As discussed in Note 11, on February 13, 2013, we entered into a TRA with the holders of the HPIH Series B Membership Interests, which holders are beneficially owned by Kosloske. As of September 30, 2015, we have made no payments under the TRA but expect to make payments of $229,000 during the year ended December 31, 2015. As of September 30, 2015, we are obligated to pay $962,000 pursuant to the TRA, of which $229,000 is included in current liabilities and $733,000 is included in long-term liabilities on the accompanying condensed consolidated balance sheets. As of December 31, 2014, $616,000 was payable pursuant to the TRA, and $229,000 and $387,000 were included in short-term liabilities and long-term liabilities, respectively, in our accompanying condensed consolidated balance sheets. Our total liability pursuant to the TRA for exchange transactions completed through September 30, 2015 would be $11.3 million if we generate sufficient taxable income in the future. Reinsurance Insurance carriers with which we do business often reinsure a portion of their risk. From time to time, entities owned or affiliated with Michael Kosloske, serve as reinsurers for insurance carriers that offer products sold by HPIH. Health Benefits One, LLC In October 2013, HPIH formed SIL with HBO, one of our distributors. HBO was a related party by virtue of its 50% ownership of membership interests in SIL. In March 2015, HPIH sold its interest in SIL to HBO, and HBO ceased being a related party. See Note 3 for more information on this joint venture. While HBO was considered a related party, during the three months ended March 31, 2015, we made net advanced commission payments of $1.1 million and recognized $3.0 million of commission expense related to HBO. During the three months ended March 31, 2014, we made net advanced commission payments of $454,000 and recognized $867,000 of commission expense. As of December 31, 2014, the advanced commissions balances related to HBO included in the accompanying condensed consolidated balance sheets was $2.3 million. |
Organization, Basis of Presen22
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements reflect the accounts of the Company. Intercompany accounts and transactions have been eliminated in consolidation. Noncontrolling interests are included in the condensed 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 income or loss attributable to us and noncontrolling interests. As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we benefit from certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have also elected under the JOBS Act to delay the adoption of new and revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. These exemptions will apply for a period of five years following the completion of our IPO. 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, 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, 2014. |
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 excluding amounts payable for third-party commission expense from cash held on behalf of others and including such amounts in cash and cash equivalents in the accompanying condensed consolidated statements of cash flows, reclassifying certain expenses of HP from cost of goods sold to selling, general and administrative, and including the fair value adjustment for contingent consideration as a separate component in the accompanying condensed consolidated statements of operations, as compared to a component of other income (expense) in the prior period. |
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 in accordance with GAAP requires management to make estimates, judgments 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 condensed consolidated results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, 2015 or any future interim period. |
Property and equipment, net | Property and equipment, net Included in property and equipment, net are certain website development and internally developed software costs. These costs incurred in the development of websites and internal-use software are either expensed as incurred or capitalized depending on the nature of the cost and the stage of development of the project under which a website or internal-use software are developed. The capitalization policies for website development and internal-use software vary as described below. Website development Generally, the costs incurred during the planning stage are expensed as incurred; costs incurred for activities during the website application and infrastructure development stage are capitalized; costs incurred during the graphics development stage are capitalized if such costs are for the creation of initial graphics for the website; subsequent updates to the initial graphics are expensed as incurred, unless they provide additional functionality; costs incurred during the content development stage are expensed as incurred unless they are for the integration of a database with the website, which are capitalized; and the costs incurred during the operating stage are expensed as incurred. Upon reaching the operating phase of the website application and infrastructure phase, the capitalized costs are amortized over the estimated useful life of the asset, which we generally expect to be five years. During the three and nine months ended September 30, 2015, we capitalized $0 and $895,000, respectively, of costs incurred in the development of a website for which the software underlying the website will not be marketed externally. This balance is included in property and equipment, net on the accompanying condensed consolidated balance sheets. The operating phase of the development of this website commenced on July 1, 2015. During the three months ended September 30, 2015, all of the website development costs incurred were part of the operating phase. As of September 30, 2015, $45,000 of amortization has been recorded related to the capitalized website development costs. Internal-use software Generally, the costs incurred during the preliminary project stage are expensed as incurred; costs incurred for activities during the application development stage are capitalized; and costs incurred during the post-implementation/operation stage are expensed as incurred. Upon reaching the post-implementation/operation stage of the development of internal-use software, the capitalized costs are amortized over the estimated useful life of the asset, which we generally expect to be three years. During each of the three and nine months ended September 30, 2015, we capitalized $369,000 of costs incurred in the application development stage of the internal-use software. This balance is included in property and equipment, net on the accompanying condensed consolidated balance sheets. Substantially all of the costs incurred during the period were part of the application development phase and, as of September 30, 2015, the post-implementation/operation phase of development had not commenced. As such, no amortization has been recorded on the capitalized internal-use software costs. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill As a result of our various acquisitions, we have recorded goodwill which represents the excess of the consideration paid over the fair value of the identifiable net assets acquired in a transaction accounted for as a business combination. An impairment test is performed by us at least annually as of October 1st of each year, or whenever events or circumstances indicate a potential for impairment exists. As of our last valuation date of October 1, 2014, we had two reporting units, which were our reportable operating segments, Insurance Plan Development and Distribution (“IPD”) and HP. During the three months ended June 30, 2015, due to a change in the structure of our internal organization, we determined that we have a single reportable operating segment, which includes HII and all its consolidated subsidiaries. We have determined that, in addition to aggregating HP into our single operating segment, HP has similar economic characteristics, and all consolidated entities should be aggregated for the purposes of goodwill impairment testing. As of September 30, 2015, we had one reporting segment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In the following summary of recent accounting pronouncements, all references to effective dates of Financial Accounting Standards Board (“FASB”) guidance relate to nonpublic entities. As noted above, we have elected to delay the adoption of new and revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies under provisions of the JOBS Act. In April 2015, the FASB issued an update to its accounting guidance related to debt issuance costs as a part of its initiative to reduce complexity in accounting standards. To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements. In February 2015, the FASB issued an amendment to its accounting guidance related to financial statement consolidation. This guidance affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, it modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved with certain VIEs. This guidance is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements. In May 2014, the FASB issued an amendment to its accounting guidance related to revenue recognition. The amendment clarifies the principles for recognizing revenue. The guidance is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in the judgments and assets recognized from costs incurred to obtain or fulfill a contract. We will adopt this guidance in reporting periods beginning after December 15, 2018. We are currently evaluating the impact of adopting this pronouncement on our condensed consolidated financial statements. In April 2014, the FASB issued guidance related to discontinued operations reporting. The new guidance changes the definition and reporting of discontinued operations to include only those disposals that represent a strategic shift and that have a major effect on an entity's operations and financial results. The new guidance, which also requires additional disclosures, becomes effective for annual periods beginning on or after December 15, 2015 and interim periods within those years and allows for early adoption. We adopted this guidance as of January 1, 2015, and as a result determined that our disposition of our interest in SIL, which is described in Note 3, was not a strategic shift in, nor did it have a major effect on our operations or financial results. As such, we did not treat SIL as a discontinued operation in our condensed consolidated financial statements. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
HealthPocket, Inc | |
Summary of Fair Value of Consideration for Acquisition | 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 $482,000 in estimated acquisition-related expenses incurred by HP. (2) The fair value of the Class A common stock derived from the market price of the stock, adjusted to include a discount for a lack of marketability, due to trading restrictions pursuant to the Merger Agreement and other factors. |
Summary of Allocation of Total Purchase Prices of Acquisition | The following table summarizes the allocation of the total purchase price for the acquisition as of July 14, 2014 ($ 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 September 30, 2015, we expect none of the goodwill acquired in this transaction to be deductible for income tax purposes. |
American Service Insurance Agency, LLC | |
Summary of Fair Value of Consideration for Acquisition | 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 |
Summary of Allocation of Total Purchase Prices of Acquisition | 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 September 30, 2015, the amount of goodwill acquired that we expect to be deductible for income tax purposes is $840,000. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amounts of Goodwill | The changes in the carrying amounts of goodwill are as follows ($ in thousands): Balance as of January 1, 2014 $ 18,014 Goodwill acquired 23,062 Impairment of goodwill — Balance as of December 31, 2014 41,076 Goodwill acquired — Impairment of goodwill — Balance as of September 30, 2015 $ 41,076 |
Schedule of Major Classes of Intangible Assets | Major classes of intangible assets as of September 30, 2015 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.1 $ 1,377 $ (195 ) $ 1,182 Carrier network 5.0 40 (32 ) 8 Distributor relationships 9.3 5,109 (2,252 ) 2,857 Noncompete agreements 4.7 987 (625 ) 362 Customer relationships 5.8 1,484 (979 ) 505 Capitalized software 6.7 8,571 (1,983 ) 6,588 Total intangible assets 7.8 $ 17,568 $ (6,066 ) $ 11,502 Major classes of intangible assets as of December 31, 2014 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.1 $ 1,377 $ (103 ) $ 1,274 Carrier network 5.0 40 (26 ) 14 Distributor relationships 9.3 5,109 (1,791 ) 3,318 Noncompete agreements 4.7 987 (462 ) 525 Customer relationship 5.8 1,484 (644 ) 840 Capitalized software 6.7 8,571 (977 ) 7,594 Total intangible assets 7.8 $ 17,568 $ (4,003 ) $ 13,565 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated annual pretax amortization of intangible assets for the remainder of 2015 and in each of the next five years and thereafter is as follows ($ in thousands): Remainder of 2015 $ 562 2016 2,173 2017 1,984 2018 1,744 2019 1,357 2020 1,357 Thereafter 2,325 Total $ 11,502 |
Accounts Payable and Other Li25
Accounts Payable and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of ($ in thousands): September 30, 2015 December 31, 2014 Carriers and vendors payable $ 5,409 $ 5,830 Commissions payable 2,614 2,009 Accrued wages 1,024 1,062 Accrued refunds 856 815 Accounts payable 504 906 Accrued professional fees 253 144 Accrued credit card/ACH fees 197 198 Accrued interest 1 1 Other accrued expenses 965 432 Total accounts payable and accrued expenses $ 11,823 $ 11,397 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders Equity Note [Abstract] | |
Effects of Changes in Ownership Interests in Equity | The following table presents the effects of changes in HII’s ownership interests in HPIH and its consolidated subsidiaries on its equity ($ in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net (loss) income attributable to Health Insurance Innovations, Inc. $ 731 $ (612 ) $ 458 $ (413 ) Distributions (157 ) (214 ) (815 ) (222 ) Total $ 574 $ (826 ) $ (357 ) $ (635 ) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Weighted Average Assumptions | The Black-Scholes option-pricing model was used with the following weighted average assumptions: Nine Months Ended September 30, 2015 2014 Risk-free interest rate 1.5 % 1.6 % Expected option life 4.6 years 4.9 years Expected volatility 44.3 % 40.7 % Expected dividend yield none none |
Summary of SARs and Restricted Shares Granted | The following table summarizes restricted shares, SARs, and stock options granted during the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Restricted shares 70 150 161 150 SARs 325 218 720 273 Stock options — 85 — 85 |
Summary of Stock-based Compensation Expense | The following table summarizes stock-based compensation expense for the three and nine months ended September 30, 2015 and 2014 ($ in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Restricted shares $ 85 $ 166 $ 349 $ 533 SARs 188 408 384 806 Stock options 41 269 268 269 $ 314 $ 843 $ 1,001 $ 1,608 |
Summary of Unrecognized Stock-based Compensation | The following table summarizes unrecognized stock-based compensation and the remaining weighted average period over which such stock-based compensation is expected to be recognized as of September 30, 2015 ($ in thousands): Weighted Average Remaining years Restricted shares $ 889 1.9 SARs 1,085 2.0 Stock options 153 1.1 $ 2,127 |
Net (Loss) Income per Share (Ta
Net (Loss) Income per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income (Loss) | The computations of basic and diluted net income (loss) per share attributable to HII for the three and nine months ended September 30, 2015 and 2014 were as follows ($ in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Basic net income (loss) attributable to Health Insurance Innovations, Inc. $ 731 $ (612 ) $ 458 $ (413 ) Average shares—basic 7,531,827 6,532,161 7,521,124 5,538,422 Effect of dilutive securities: Restricted shares 19,413 — 72,815 — SARs — — 2,931 — Stock options 20,224 — 16,563 — Average shares—diluted 7,571,464 6,532,161 7,613,433 5,538,422 Basic net income (loss) per share attributable to Health Insurance Innovations, Inc. $ 0.10 $ (0.09 ) $ 0.06 $ (0.07 ) Diluted net income (loss) per share attributable to Health Insurance Innovations, Inc. $ 0.10 $ (0.09 ) $ 0.06 $ (0.07 ) |
Summary of Securities Not Included in Calculation of Diluted Net (Loss) Income | The following securities were not included in the calculation of diluted net income (loss) per share because such inclusion would be anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Restricted shares 44 282 70 282 SARs 113 559 129 559 Stock options — 84 — 84 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | As of September 30, 2015, our liabilities measured at fair value were as follows ($ in thousands): Fair Value Measurement as of September 30, 2015 Carrying Value as of September 30, 2015 Level 1 Level 2 Level 3 Liabilities: Noncompete obligation $ 335 $ — $ 335 $ — Contingent acquisition consideration 1,246 — — 1,246 $ 1,581 $ — $ 335 $ 1,246 As of December 31, 2014, our assets and liabilities measured at fair value were as follows ($ in thousands): Fair Value Measurement as of December 31, 2014 Carrying Value as of December 31, 2014 Level 1 Level 2 Level 3 Assets: Certificates of deposit $ 461 $ 461 $ — $ — Liabilities: Noncompete obligation $ 463 $ — $ 457 $ — Contingent acquisition consideration 4,400 — — 4,400 $ 4,863 $ — $ 457 $ 4,400 |
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 Issuance and settlements, net (579 ) Loss included in income 1,103 Balance as of January 1, 2015 $ 4,400 Issuance and settlements, net (2,330 ) Gain included in income (824 ) Balance as of September 30, 2015 $ 1,246 |
Organization, Basis of Presen30
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 30, 2015 | Oct. 01, 2014Segment | Sep. 30, 2015USD ($) | Mar. 31, 2015Segment | Sep. 30, 2015USD ($)Segment | Dec. 31, 2014Segment |
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 | $ 700,000,000 | |||||
Number of reportable segments | Segment | 2 | 2 | 1 | 2 | ||
Website | ||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful life | 5 years | |||||
Website Development | ||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||
Capitalized development costs | $ 0 | $ 895,000 | ||||
Depreciation and amortization of capitalized development costs | $ 45,000 | |||||
Internal-Use Software | ||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful life | 3 years | |||||
Capitalized development costs | $ 369,000 | $ 369,000 | ||||
Depreciation and amortization of capitalized development costs | $ 0 | |||||
Health Plan Intermediaries Holdings, LLC | ||||||
Organization Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of voting interests | 100.00% | |||||
Variable interest entity | 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 - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) | May. 07, 2015 | Aug. 08, 2014 | Jul. 14, 2014 | Jul. 17, 2013 | Nov. 30, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | ||||||||||||
Common stock issued as acquisition consideration | $ 6,734,000 | |||||||||||
Class A common stock, at fair value | $ 6,734,000 | |||||||||||
Revenues | $ 25,799,000 | $ 23,364,000 | $ 71,087,000 | 62,228,000 | ||||||||
Pre-tax net loss | 455,000 | (841,000) | (446,000) | 686,000 | ||||||||
Amortization expense related to identified intangible assets recorded as a result of the acquisition | 564,000 | 862,000 | 1,500,000 | 1,600,000 | ||||||||
Fair value adjustment to contingent acquisition consideration | $ (438,000) | 131,000 | $ (824,000) | 939,000 | ||||||||
Class A common stock | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Common stock issued as acquisition consideration, shares | 815,991 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common stock issued as acquisition consideration | $ 1,000 | |||||||||||
HealthPocket, Inc | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Date of merger agreement with HealthPocket, Inc | Jul. 14, 2014 | |||||||||||
Cash paid at closing | [1] | $ 21,901,000 | ||||||||||
Merger consideration deposited as escrow deposit | $ 3,200,000 | |||||||||||
Percentage of shares former equity holders will take in cash or stock | 50.00% | |||||||||||
Revenues | $ 241,000 | 370,000 | $ 1,200,000 | 370,000 | ||||||||
Pre-tax net loss | (865,000) | (1,400,000) | (2,900,000) | (1,400,000) | ||||||||
Amortization expense related to identified intangible assets recorded as a result of the acquisition | 316,000 | 459,000 | $ 949,000 | 459,000 | ||||||||
Noncompetition covenant expiration date | Jul. 14, 2017 | |||||||||||
Business acquisition consideration cash payment | $ 17,000,000 | |||||||||||
HealthPocket, Inc | Replacement Options | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total number of replacement Options | 84,909 | |||||||||||
HealthPocket, Inc | Class A common stock | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Common stock issued as acquisition consideration, shares | 900,900 | 815,991 | ||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Common stock issued as acquisition consideration | $ 10,000,000 | |||||||||||
Price per share of shares issued for acquisition | $ 11.10 | |||||||||||
HealthPocket, Inc | Fair Value | Class A common stock | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Class A common stock, at fair value | [2] | $ 6,734,000 | ||||||||||
American Service Insurance Agency, LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid at closing | $ 1,825,000 | |||||||||||
Revenues | 962,000 | 292,000 | $ 2,800,000 | 292,000 | ||||||||
Pre-tax net loss | (140,000) | (300,000) | (521,000) | (300,000) | ||||||||
Amortization expense related to identified intangible assets recorded as a result of the acquisition | 45,000 | 29,000 | 135,000 | 29,000 | ||||||||
Contingent acquisition consideration | $ 2,200,000 | 424,000 | $ 424,000 | $ 500,000 | ||||||||
Date of employment agreement with Jordan | Aug. 8, 2014 | |||||||||||
Expiration date of Agreement | Aug. 8, 2017 | |||||||||||
Employment contract termination period | 1 year | |||||||||||
American Service Insurance Agency, LLC | Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent acquisition consideration | 0 | $ 0 | ||||||||||
American Service Insurance Agency, LLC | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent acquisition consideration | 1,000,000 | 1,000,000 | ||||||||||
American Service Insurance Agency, LLC | Initial payment | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid at closing | $ 1,800,000 | |||||||||||
American Service Insurance Agency, LLC | Paid at closing | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid at closing | 1,500,000 | |||||||||||
Merger consideration prior deposit amount | 325,000 | |||||||||||
American Service Insurance Agency, LLC | First Potential Cash Payment | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent acquisition consideration | 1,200,000 | |||||||||||
American Service Insurance Agency, LLC | Second Potential Cash Payment | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent acquisition consideration | $ 1,000,000 | |||||||||||
American Service Insurance Agency, LLC | Related to Payments | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value adjustment to contingent acquisition consideration | 0 | |||||||||||
American Service Insurance Agency, LLC | Related to Updates to Discount Rates | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value adjustment to contingent acquisition consideration | 40,000 | |||||||||||
American Service Insurance Agency, LLC | Due to Failing to Achieve Adjusted EBITDA Thresholds | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value adjustment to contingent acquisition consideration | (424,000) | (926,000) | ||||||||||
American Service Insurance Agency, LLC | Fair Value | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent acquisition consideration | 440,000 | 440,000 | ||||||||||
Sunrise Health Plans, Inc. and Affiliates | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid at closing | $ 10,000,000 | |||||||||||
Contingent acquisition consideration | 821,000 | 821,000 | ||||||||||
Potential total contingent consideration, maximum | $ 6,600,000 | |||||||||||
Business acquisition consideration cash payment | 5,600,000 | |||||||||||
Fixed component contingent consideration | $ 250,000 | |||||||||||
Sunrise Health Plans, Inc. and Affiliates | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fixed component contingent consideration | 3,000,000 | |||||||||||
Sunrise Health Plans, Inc. and Affiliates | One Time Payment | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition consideration cash payment | 1,000,000 | |||||||||||
Sunrise Health Plans, Inc. and Affiliates | Quarterly Variable Payment | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent acquisition consideration | 200,000 | |||||||||||
Sunrise Health Plans, Inc. and Affiliates | Maximum Potential Variable Payment | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent acquisition consideration | $ 2,400,000 | |||||||||||
Sunrise Health Plans, Inc. and Affiliates | Safina | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent Consideration Payment Payout | $ 973,000 | |||||||||||
Sunrise Health Plans, Inc. and Affiliates | Fair Value | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent acquisition consideration | 806,000 | 806,000 | $ 3,000,000 | |||||||||
Sunrise Health Plans, Inc. and Affiliates | Fair Value Adjustments | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Fair value adjustment to contingent acquisition consideration | $ (15,000) | $ 81,000 | $ 101,000 | $ 890,000 | ||||||||
[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 $482,000 in estimated acquisition-related expenses incurred by HP. | |||||||||||
[2] | The fair value of the Class A common stock derived from the market price of the stock, adjusted to include a discount for a lack of marketability, due to trading restrictions pursuant to the Merger Agreement and other factors. |
Business Acquisitions - Summary
Business Acquisitions - Summary of Fair Value of Consideration for Acquisition (Detail) - USD ($) $ in Thousands | Aug. 08, 2014 | Jul. 14, 2014 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Class A common stock, at fair value | $ 6,734 | |||
HealthPocket, Inc | ||||
Business Acquisition [Line Items] | ||||
Cash paid at closing | [1] | $ 21,901 | ||
Total consideration | 28,635 | |||
HealthPocket, Inc | Fair Value | Class A common stock | ||||
Business Acquisition [Line Items] | ||||
Class A common stock, at fair value | [2] | $ 6,734 | ||
American Service Insurance Agency, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash paid at closing | $ 1,825 | |||
Total consideration | 3,088 | |||
American Service Insurance Agency, LLC | Fair Value | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 1,263 | |||
[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. |
Business Acquisitions - Summa33
Business Acquisitions - Summary of Fair Value of Consideration for Acquisition (Parenthetical) (Detail) - HealthPocket, Inc $ in Thousands | Jul. 14, 2014USD ($) |
Business Acquisition [Line Items] | |
Business acquisition consideration cash payment | $ 17,000 |
Merger consideration deposited as escrow deposit | 3,200 |
Acquisition related expenses | 482 |
Loans payable to Telkamp and Wang | |
Business Acquisition [Line Items] | |
Payoff of seller loans | 54 |
Outstanding bank debt | |
Business Acquisition [Line Items] | |
Payoff of seller loans | $ 1,200 |
Business Acquisitions - Summa34
Business Acquisitions - Summary of Allocation of Total Purchase Prices for Acquisition (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Aug. 08, 2014 | Jul. 14, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 41,076 | $ 41,076 | $ 18,014 | |||
HealthPocket, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 1,294 | |||||
Accounts receivable and other assets | [1] | 104 | ||||
Property and equipment | [1] | 6 | ||||
Accounts payable and accrued expenses | [1] | (480) | ||||
Deferred tax liability – long-term | (2,967) | |||||
Goodwill | [2] | 20,941 | ||||
Total consideration | 28,635 | |||||
HealthPocket, Inc | Technology | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | 8,000 | |||||
HealthPocket, Inc | Brand | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | 1,280 | |||||
HealthPocket, Inc | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | 430 | |||||
HealthPocket, Inc | Noncompete agreements | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | $ 27 | |||||
American Service Insurance Agency, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 105 | |||||
Accounts receivable and other assets | [3] | 271 | ||||
Goodwill | [4] | 2,121 | ||||
Total consideration | 3,088 | |||||
Accounts payable, accrued expenses and other liabilities | [3] | (163) | ||||
American Service Insurance Agency, LLC | Brand | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | 21 | |||||
American Service Insurance Agency, LLC | Noncompete agreements | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | 18 | |||||
American Service Insurance Agency, LLC | Customer Relationships-Distributors | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | 449 | |||||
American Service Insurance Agency, LLC | Customer Relationships-Direct | ||||||
Business Acquisition [Line Items] | ||||||
Intangible asset | $ 266 | |||||
[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 September 30, 2015, we expect none of the goodwill acquired in this transaction to be deductible for income tax purposes. | |||||
[3] | 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. | |||||
[4] | As of September 30, 2015, the amount of goodwill acquired that we expect to be deductible for income tax purposes is $840,000. |
Business Acquisitions - Summa35
Business Acquisitions - Summary of Allocation of Total Purchase Prices for Acquisition (Parenthetical) (Detail) | Sep. 30, 2015USD ($) |
HealthPocket, Inc | |
Business Acquisition [Line Items] | |
Business acquisition, goodwill, expected tax deductible amount | $ 0 |
American Service Insurance Agency, LLC | |
Business Acquisition [Line Items] | |
Business acquisition, goodwill, expected tax deductible amount | $ 840,000 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 23, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 07, 2013 |
Variable Interest Entity [Line Items] | |||||||||
Advanced commissions | $ 14,510 | $ 14,510 | $ 14,510 | $ 5,973 | |||||
Health Benefits One L L C | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Advanced commissions | $ 246 | ||||||||
Health Benefits One L L C | Scenario, Forecast | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Contingent consideration receivable, percentage | 10.00% | 10.00% | |||||||
Health Plan Intermediaries Holdings, LLC | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Percentage of voting interests | 100.00% | ||||||||
Total membership interest without voting right | 53.10% | 53.10% | 53.10% | ||||||
Simple Insurance Leads LLC | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Capital contribution | $ 492 | $ 492 | |||||||
Variable interest entity beneficiary agreement loan | $ 185 | ||||||||
Variable interest entity maximum loss exposure of contributed capital, percentage | 100.00% | ||||||||
Simple Insurance Leads LLC | Unit Purchase Agreement | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Gain on deconsolidation of variable interest entity | $ 0 | $ 189 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Summary of Changes in Carrying Amounts of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill Beginning Balance | $ 18,014 |
Goodwill acquired | 23,062 |
Goodwill Ending Balance | $ 41,076 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 564,000 | $ 862,000 | $ 1,500,000 | $ 1,600,000 |
Minimum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset useful life | 2 years | |||
Maximum | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset useful life | 15 years |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Schedule of Major Classes of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization | 7 years 9 months 18 days | 7 years 9 months 18 days |
Gross Carrying Amount | $ 17,568 | $ 17,568 |
Accumulated Amortization | (6,066) | (4,003) |
Intangible Assets, net | $ 11,502 | $ 13,565 |
Brand | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization | 14 years 1 month 6 days | 14 years 1 month 6 days |
Gross Carrying Amount | $ 1,377 | $ 1,377 |
Accumulated Amortization | (195) | (103) |
Intangible Assets, net | $ 1,182 | $ 1,274 |
Carrier network | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization | 5 years | 5 years |
Gross Carrying Amount | $ 40 | $ 40 |
Accumulated Amortization | (32) | (26) |
Intangible Assets, net | $ 8 | $ 14 |
Distributor relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization | 9 years 3 months 18 days | 9 years 3 months 18 days |
Gross Carrying Amount | $ 5,109 | $ 5,109 |
Accumulated Amortization | (2,252) | (1,791) |
Intangible Assets, net | $ 2,857 | $ 3,318 |
Noncompete agreements | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization | 4 years 8 months 12 days | 4 years 8 months 12 days |
Gross Carrying Amount | $ 987 | $ 987 |
Accumulated Amortization | (625) | (462) |
Intangible Assets, net | $ 362 | $ 525 |
Customer relationships | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization | 5 years 9 months 18 days | 5 years 9 months 18 days |
Gross Carrying Amount | $ 1,484 | $ 1,484 |
Accumulated Amortization | (979) | (644) |
Intangible Assets, net | $ 505 | $ 840 |
Capitalized software | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization | 6 years 8 months 12 days | 6 years 8 months 12 days |
Gross Carrying Amount | $ 8,571 | $ 8,571 |
Accumulated Amortization | (1,983) | (977) |
Intangible Assets, net | $ 6,588 | $ 7,594 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2015 | $ 562 | |
2,016 | 2,173 | |
2,017 | 1,984 | |
2,018 | 1,744 | |
2,019 | 1,357 | |
2,020 | 1,357 | |
Thereafter | 2,325 | |
Intangible Assets, net | $ 11,502 | $ 13,565 |
Accounts Payable and Other Li41
Accounts Payable and Other Liabilities - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts payable and accrued expenses | ||
Carriers and vendors payable | $ 5,409 | $ 5,830 |
Commissions payable | 2,614 | 2,009 |
Accrued wages | 1,024 | 1,062 |
Accrued refunds | 856 | 815 |
Accounts payable | 504 | 906 |
Accrued professional fees | 253 | 144 |
Accrued credit card/ACH fees | 197 | 198 |
Accrued interest | 1 | 1 |
Other accrued expenses | 965 | 432 |
Total accounts payable and accrued expenses | $ 11,823 | $ 11,397 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Dec. 15, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Revolving line of credit | $ 2,500,000 | ||
Revolving Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit facility, term | 3 years | ||
Borrowing capacity | $ 15,000,000 | ||
Debt instrument description of variable rate | 30-day LIBOR | ||
Revolving line of credit | $ 2,500,000 | $ 0 | |
Description of covenants under the Facility | The RLOC is subject to customary covenants and restrictions which, among other things, require us to maintain minimum working capital equal to 1.50 times the outstanding balance, and require that our maximum funded debt to tangible net worth ratio not exceed 1.50 at any time during the term of the RLOC. The RLOC also imposes certain nonfinancial covenants on us that would require immediate payment if we, among other things, reorganize, merge, consolidate, or otherwise change ownership or business structure without the bank’s prior written consent. | ||
Deferred financing costs capitalized | $ 17,000 | $ 23,000 | |
Revolving Line of Credit | LIBOR | |||
Debt Instrument [Line Items] | |||
Debt instrument basis spread on variable rate | 1.95% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 17, 2014 | Aug. 15, 2014 | Feb. 01, 2014 | Feb. 13, 2013 | Mar. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Class Of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Treasury stock, shares | 149,702 | 149,702 | 47,144 | |||||||
Treasury Stock, Carrying Cost | $ 1,536 | $ 1,536 | $ 347 | |||||||
Repurchases of Class A common stock, shares | 0 | 73,852 | ||||||||
Treasury Stock Acquired, Average Cost Per Share | $ 7.05 | |||||||||
Treasury Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Repurchases of Class A common stock, shares | 73,852 | 43,318 | ||||||||
Number of shares transferred to Treasury | 15,790 | 12,403 | ||||||||
Issuance of restricted shares from treasury, shares | 70,000 | 150,000 | 151,216 | 150,000 | ||||||
Treasury Stock | Vested restricted stock awards | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares transferred to Treasury | 0 | 11,542 | 15,790 | 22,286 | ||||||
Treasury Stock | Forfeitures of restricted stock awards | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares transferred to Treasury | 7,500 | 11,542 | 164,132 | 11,542 | ||||||
Exchange Agreement | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance of common stock, shares | 100,000 | |||||||||
Issuance of common stock | $ 1,400 | |||||||||
Class A common stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Stock Repurchase Program Expiration Date | Dec. 31, 2016 | |||||||||
Repurchases of Class A common stock, shares | (73,852) | (43,318) | ||||||||
Number of shares transferred to Treasury | (15,790) | (12,403) | ||||||||
Class A common stock | Maximum | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 800,000 | |||||||||
Class A common stock | Underwriting Agreement | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance of common stock, shares | 1,725,000 | |||||||||
Share price | $ 11.54 | |||||||||
Issuance of common stock | $ 19,900 | |||||||||
Common stock price | $ 12.15 | |||||||||
Class A common stock | HII | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common Stock, Voting Rights | one vote per share | |||||||||
Common stock voting rights percentage | 53.10% | |||||||||
Economic interest | 100.00% | |||||||||
Class A common stock | Initial public offering | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance of common stock, shares | 8,566,667 | 4,666,667 | ||||||||
Common stock, par value | $ 0.001 | |||||||||
Share price | $ 14 | |||||||||
Class B common stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Class B common stock | HII | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common Stock, Voting Rights | one vote per share | |||||||||
Common stock voting rights percentage | 46.90% | |||||||||
Economic interest | 0.00% | |||||||||
Class B common stock | Initial public offering | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance of common stock, shares | 8,666,667 | |||||||||
Class B common stock | HPI | Initial public offering | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance of common stock, shares | 8,580,000 | |||||||||
Class B common stock | HPIS | Initial public offering | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance of common stock, shares | 86,667 |
Stockholders' Equity - Effects
Stockholders' Equity - Effects of Changes in Ownership Interests in Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Equity [Abstract] | ||||
Net (loss) income attributable to Health Insurance Innovations, Inc. | $ 731 | $ (612) | $ 458 | $ (413) |
Distributions | (157) | (214) | (815) | (222) |
Total | $ 574 | $ (826) | $ (357) | $ (635) |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Feb. 07, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation cost, capitalized | $ 0 | $ 0 | $ 0 | $ 0 | |||
Forfeitures of unvested restricted shares during the period | 7,500 | 164,132 | |||||
Cash outflows resulting from settlement of stock based incentive awards | $ 0 | 0 | $ 89,000 | 257,000 | $ 142,000 | ||
Income tax benefits from stock-based activity | $ 0 | $ 33,000 | $ 91,000 | $ 84,000 | |||
Stock Appreciation Rights (SAR) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Forfeitures of unvested stock appreciation rights share during the period | 75,000 | 28,000 | 301,000 | 28,000 | |||
Stock appreciation rights shares exercises during the period | 0 | 0 | 0 | 0 | |||
Long Term Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock reserved for issuance | 2,250,000 | 2,250,000 | 1,250,000 | ||||
Increase in number of shares of common stock | 1,000,000 | ||||||
Long Term Incentive Plan, Expiration Period | 10 years |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Weighted Average Assumptions (Detail) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-free interest rate | 1.50% | 1.60% |
Expected option life | 4 years 7 months 6 days | 4 years 10 months 24 days |
Expected volatility | 44.30% | 40.70% |
Expected dividend yield | 0.00% | 0.00% |
Stock-based Compensation - Su47
Stock-based Compensation - Summary of Restricted Shares, SARs, and Stock Options Granted (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted | 85 | 85 | ||
Restricted shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Other than option granted | 70 | 150 | 161 | 150 |
Stock Appreciation Rights (SAR) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Other than option granted | 325 | 218 | 720 | 273 |
Stock-based Compensation - Su48
Stock-based Compensation - Summary of Stock-based Compensation Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 314 | $ 843 | $ 1,001 | $ 1,608 |
Restricted shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 85 | 166 | 349 | 533 |
Stock Appreciation Rights (SAR) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 188 | 408 | 384 | 806 |
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 41 | $ 269 | $ 268 | $ 269 |
Stock-based Compensation - Su49
Stock-based Compensation - Summary of Unrecognized Stock-based Compensation (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation amount | $ 2,127 |
Restricted shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation amount | $ 889 |
Stock-based compensation expense amount expected to be recognized | 1 year 10 months 24 days |
Stock Appreciation Rights (SAR) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation amount | $ 1,085 |
Stock-based compensation expense amount expected to be recognized | 2 years |
Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation amount | $ 153 |
Stock-based compensation expense amount expected to be recognized | 1 year 1 month 6 days |
Net (Loss) Income per Share - C
Net (Loss) Income per Share - Computations of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Loss Per Share [Line Items] | ||||
Net (loss) income attributable to Health Insurance Innovations, Inc. | $ 731 | $ (612) | $ 458 | $ (413) |
Average shares—basic | 7,531,827 | 6,532,161 | 7,521,124 | 5,538,422 |
Effect of dilutive securities: | ||||
Average shares—diluted | 7,571,464 | 6,532,161 | 7,613,433 | 5,538,422 |
Basic net income (loss) per share attributable to Health Insurance Innovations, Inc. | $ 0.10 | $ (0.09) | $ 0.06 | $ (0.07) |
Diluted net income (loss) per share attributable to Health Insurance Innovations, Inc. | $ 0.10 | $ (0.09) | $ 0.06 | $ (0.07) |
Restricted shares | ||||
Effect of dilutive securities: | ||||
Dilutive securities | 19,413 | 0 | 72,815 | 0 |
Stock Appreciation Rights (SAR) | ||||
Effect of dilutive securities: | ||||
Dilutive securities | 0 | 2,931 | 0 | |
Stock Options | ||||
Effect of dilutive securities: | ||||
Dilutive securities | 20,224 | 0 | 16,563 | 0 |
Net (Loss) Income per Share - A
Net (Loss) Income per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restricted shares | ||||
Earnings Loss Per Share [Line Items] | ||||
Dilutive securities | 19,413 | 0 | 72,815 | 0 |
Stock Appreciation Rights (SAR) | ||||
Earnings Loss Per Share [Line Items] | ||||
Dilutive securities | 0 | 2,931 | 0 | |
Stock Options | ||||
Earnings Loss Per Share [Line Items] | ||||
Dilutive securities | 20,224 | 0 | 16,563 | 0 |
Net (Loss) Income per Share - S
Net (Loss) Income per Share - Securities Not Included in Diluted Net (Loss) Income per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restricted shares | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 44 | 282 | 70 | 282 |
Stock Appreciation Rights (SAR) | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 113 | 559 | 129 | 559 |
Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 84 | 84 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (85.70%) | 29.70% | (115.90%) | 80.70% |
Benefit for income taxes | $ (701,000) | $ (332,000) | $ (664,000) | $ (205,000) |
Change in gross unrecognized tax benefit | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) shares in Thousands | Sep. 30, 2015USD ($) | Apr. 30, 2015 | Sep. 30, 2014USD ($) | Feb. 13, 2013 | Jan. 31, 2015USD ($)Note | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Dec. 31, 2015USD ($) | May. 01, 2015USD ($) | Dec. 31, 2014USD ($) |
Commitment And Contingencies [Line Items] | ||||||||||||
Exclusive option agreement maturity term | 5 years | |||||||||||
Total tax receivable agreement liability | $ 11,300,000 | $ 11,300,000 | $ 11,300,000 | |||||||||
Advanced commissions | 14,510,000 | 14,510,000 | 14,510,000 | $ 5,973,000 | ||||||||
Payable by the Distributor | $ 0 | |||||||||||
Outstanding balance repaid by Distributor | 30,000 | |||||||||||
Note receivable | 1,014,000 | 1,014,000 | 1,014,000 | |||||||||
May 2015 Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Note maturity date | Jan. 31, 2017 | |||||||||||
January 2015 Production Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Further advance installments | 0 | |||||||||||
January 2015 MDF Note | Other current assets | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Advanced commissions | 1,900,000 | 1,900,000 | 1,900,000 | |||||||||
January 2015 MDF Note | Other long-term assets | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Advanced commissions | 625,000 | 625,000 | $ 625,000 | |||||||||
September Two Thousand And Fourteen Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Further advance installments | 0 | |||||||||||
January 2015 Revolver | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Further advance installments | 0 | |||||||||||
Distributor Promissory Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Variable secured promissory note, advance amount | $ 4,800,000 | $ 4,800,000 | $ 4,800,000 | |||||||||
Advanced commissions | $ 1,500,000 | 1,500,000 | 1,500,000 | |||||||||
Note maturity date | Apr. 26, 2017 | |||||||||||
Number of additional variable secured promissory notes | Note | 2 | |||||||||||
Distributor Promissory Note | January 2015 Production Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Note maturity date | Dec. 31, 2017 | |||||||||||
Distributor Promissory Note | January 2015 MDF Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Note maturity date | Dec. 31, 2017 | |||||||||||
Distributor Promissory Note | January 2015 Revolver | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Annual interest rate | 6.00% | |||||||||||
Repayment of loan | Pursuant to the January 2015 Revolver, on each of December 31, 2015 and 2016, the Distributor shall make a payment to us in an amount that will reduce the amount outstanding under the January 2015 Revolver to $300,000 or less plus accrued interest on the principal amounts so repaid. | |||||||||||
Maximum loan outstanding to revolver | $ 300,000 | |||||||||||
Date of maturity | Dec. 31, 2017 | |||||||||||
Loaned amount during the period | $ 1,000,000 | |||||||||||
Accrued interest on notes receivable | 44,000 | 18,000 | 44,000 | $ 44,000 | ||||||||
Outstanding balance repaid by Distributor | 30,000 | 30,000 | ||||||||||
Note receivable | 970,000 | 970,000 | 970,000 | |||||||||
Tax Receivable Agreement | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Tax receivable agreement liability | 962,000 | 962,000 | 962,000 | 616,000 | ||||||||
Amount paid under agreement | $ 0 | |||||||||||
Scenario, Forecast | Tax Receivable Agreement | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Amount paid under agreement | $ 229,000 | |||||||||||
Advance One | May 2015 Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Variable secured promissory note, advance amount | $ 500,000 | |||||||||||
Advance Two | May 2015 Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Variable secured promissory note, advance amount | $ 500,000 | |||||||||||
First Installment | Distributor Promissory Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Contingent note installment payment | $ 1,500,000 | 1,500,000 | 1,500,000 | |||||||||
First Installment | Distributor Promissory Note | January 2015 Production Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Amount already advanced to Distributor under promissory note agreement | 1,500,000 | |||||||||||
First Installment | Distributor Promissory Note | January 2015 MDF Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Amount already advanced to Distributor under promissory note agreement | $ 1,000,000 | |||||||||||
First Installment | Distributor Promissory Note | January 2015 Revolver | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Date of installment | Dec. 31, 2015 | |||||||||||
Second Installment | Distributor Promissory Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Contingent note installment payment | 1,500,000 | 1,500,000 | 1,500,000 | |||||||||
Second Installment | Distributor Promissory Note | January 2015 Production Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Promissory note, maximum amount of loans and advances to be provided | $ 500,000 | |||||||||||
Second Installment | Distributor Promissory Note | January 2015 MDF Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Promissory note, maximum amount of loans and advances to be provided | $ 500,000 | |||||||||||
Second Installment | Distributor Promissory Note | January 2015 Revolver | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Date of installment | Dec. 31, 2016 | |||||||||||
Third Installment | Distributor Promissory Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Contingent note installment payment | $ 1,800,000 | 1,800,000 | 1,800,000 | |||||||||
Third Installment | Distributor Promissory Note | January 2015 MDF Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Promissory note, maximum amount of loans and advances to be provided | $ 500,000 | |||||||||||
Series B Membership Interests | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Tax benefit payment, percentage | 85.00% | |||||||||||
Tax benefit saving, percentage | 15.00% | |||||||||||
Common Stock Issuance Over Allotment Option | Shares Issued Under Exchange Agreement | Class A common stock | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Issuance of common stock, shares | shares | 1,825 | |||||||||||
Exclusive Option Agreement | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Monthly payment for services agreement for the technology | $ 16,000 | |||||||||||
Vendor Contracts | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Term of service agreement unless notice given | 1 year | |||||||||||
Required notice period to terminate service agreement | 60 days | |||||||||||
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 days’ | |||||||||||
Maximum | Distributor Promissory Note | January 2015 Production Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Promissory note, maximum amount of loans and advances to be provided | 2,000,000 | |||||||||||
Maximum | Distributor Promissory Note | January 2015 MDF Note | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Promissory note, maximum amount of loans and advances to be provided | 2,000,000 | |||||||||||
Maximum | Distributor Promissory Note | January 2015 Revolver | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Promissory note, maximum amount of loans and advances to be provided | $ 1,000,000 | |||||||||||
Operating Lease Agreements | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Difference between cash rent payments and straight-line rent expense | $ 55,000 | 55,000 | $ 55,000 | $ 67,000 | ||||||||
Operating Lease Agreements | Health Plan Intermediaries Holdings, LLC | Minimum | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Lease agreement expires | 2,015 | |||||||||||
Operating Lease Agreements | Health Plan Intermediaries Holdings, LLC | Maximum | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Lease agreement expires | 2,019 | |||||||||||
Operating Lease Agreements | S, General & A Expenses | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Operating lease rental expense | $ 176,000 | $ 154,000 | $ 518,000 | $ 343,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Carrying Value | ||
Liabilities: | ||
Noncompete obligation | $ 335 | $ 463 |
Contingent acquisition consideration | 1,246 | 4,400 |
Liabilities | 1,581 | 4,863 |
Assets | ||
Certificates of deposit | 461 | |
Estimate of Fair Value Measurement | Fair Value Measurement Level 1 | ||
Assets | ||
Certificates of deposit | 461 | |
Estimate of Fair Value Measurement | Fair Value Measurement Level 2 | ||
Liabilities: | ||
Noncompete obligation | 335 | 457 |
Liabilities | 335 | 457 |
Estimate of Fair Value Measurement | Fair Value Measurement Level 3 | ||
Liabilities: | ||
Contingent acquisition consideration | 1,246 | 4,400 |
Liabilities | $ 1,246 | $ 4,400 |
Fair Value Measurements - Sum56
Fair Value Measurements - Summary of the Changes in the Fair Value of Liabilities Carried at Fair Value (Detail) - Fair Value Measurement Level 3 - Contingent Acquisition Consideration - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 4,400 | $ 3,876 |
Issuance and settlements, net | (2,330) | (579) |
(Gain) Loss included in income | (824) | 1,103 |
Ending Balance | $ 1,246 | $ 4,400 |
Segments - Additional Informati
Segments - Additional Information (Detail) - Segment | Oct. 01, 2014 | Mar. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Segment Reporting [Abstract] | ||||
Number of reportable segments | 2 | 2 | 1 | 2 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2013 | |
Related Party Transaction [Line Items] | |||||||
Amount of distributions paid | $ 815,000 | $ 264,000 | |||||
Other tax benefits recorded as liability, noncurrent | 733,000 | 387,000 | |||||
Total tax receivable agreement liability | 11,300,000 | ||||||
Commissions payable | 2,614,000 | 2,009,000 | |||||
Tax Receivable Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Amount paid under agreement | 0 | ||||||
Tax receivable agreement liability | 962,000 | 616,000 | |||||
Other tax benefits recorded as liability, current | 229,000 | 229,000 | |||||
Other tax benefits recorded as liability, noncurrent | 733,000 | 387,000 | |||||
Tax Receivable Agreement | Scenario, Forecast | |||||||
Related Party Transaction [Line Items] | |||||||
Amount paid under agreement | $ 229,000 | ||||||
Health Plan Intermediaries Holdings, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Amount of distributions paid | $ 815,000 | $ 1,100,000 | |||||
Health Benefits One L L C | |||||||
Related Party Transaction [Line Items] | |||||||
Advanced commissions payments, net | $ 1,100,000 | $ 454,000 | |||||
Commission expense, recognized | $ 3,000,000 | $ 867,000 | |||||
Commissions payable | $ 2,300,000 | ||||||
Health Benefits One L L C | Simple Insurance Leads LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership of membership interests | 50.00% |