Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 26, 2018 | Jun. 30, 2017 | |
Entity Registrant Name | Health Insurance Innovations, Inc. | ||
Entity Central Index Key | 1,561,387 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Accelerated Filer | ||
Entity Public Float | $ 271.2 | ||
Trading Symbol | HIIQ | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 12,731,758 | ||
Class B Common Stock | |||
Entity Common Stock, Shares Outstanding | 3,841,667 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 39,345 | $ 12,214 |
Restricted cash | 14,920 | 11,938 |
Accounts receivable, net, prepaid expenses and other current assets | 3,789 | 2,815 |
Advanced commissions, net | 39,549 | 37,001 |
Total current assets | 97,603 | 63,968 |
Property and equipment, net | 5,408 | 4,022 |
Goodwill | 41,076 | 41,076 |
Intangible assets, net | 5,942 | 7,907 |
Deferred tax assets, net | 14,960 | 8,181 |
Other assets | 96 | 193 |
Total assets | 165,085 | 125,347 |
Current liabilities: | ||
Accounts payable and accrued expenses | 39,725 | 29,680 |
Deferred revenue | 662 | 430 |
Income taxes payable | 787 | 2,121 |
Due to member | 1,775 | 3,282 |
Other current liabilities | 5 | 126 |
Total current liabilities | 42,954 | 35,639 |
Due to member | 15,096 | 9,460 |
Other liabilities | 34 | 170 |
Total liabilities | 58,084 | 45,269 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock (par value $0.001 per share, 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2017 and 2016, respectively) | 0 | 0 |
Additional paid-in capital | 71,770 | 47,849 |
Treasury stock, at cost (380,777 and 119,544 shares as of December 31, 2017 and 2016, respectively) | (6,887) | (1,122) |
Retained earnings | 19,305 | 1,420 |
Total Health Insurance Innovations, Inc. stockholders’ equity | 84,205 | 48,162 |
Noncontrolling interests | 22,796 | 31,916 |
Total stockholders’ equity | 107,001 | 80,078 |
Total liabilities and stockholders’ equity | 165,085 | 125,347 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 13 | 8 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 4 | $ 7 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 380,777 | 119,544 |
Class A Common Stock | ||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 12,731,758 | 8,156,249 |
Common stock, shares outstanding (in shares) | 12,350,981 | 8,036,705 |
Class B Common Stock | ||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 3,841,667 | 6,841,667 |
Common stock, shares outstanding (in shares) | 3,841,667 | 6,841,667 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues (premium equivalents of $395,552 and $311,590 for the years ended December 31, 2017 and 2016, respectively) | $ 250,476 | $ 184,516 |
Operating expenses: | ||
Third-party commissions | 145,300 | 107,663 |
Credit card and ACH fees | 5,127 | 3,960 |
Selling, general and administrative | 64,446 | 51,527 |
Depreciation and amortization | 4,044 | 3,249 |
Total operating expenses | 218,917 | 166,399 |
Income from operations | 31,559 | 18,117 |
Other (income) expense: | ||
Interest (income) expense | (19) | 61 |
Fair value adjustment to contingent acquisition consideration | 0 | 15 |
TRA (income) expense | (11,835) | 9,678 |
Other expense | 104 | 5 |
Net income before income taxes | 43,309 | 8,358 |
Provision (benefit) for income taxes | 16,818 | (4,751) |
Net income | 26,491 | 13,109 |
Net income attributable to noncontrolling interests | 8,606 | 8,596 |
Net income attributable to Health Insurance Innovations, Inc. | $ 17,885 | $ 4,513 |
Net income per share attributable to Health Insurance Innovations, Inc. | ||
Basic (in USD per share) | $ 1.63 | $ 0.59 |
Diluted (in USD per share) | $ 1.50 | $ 0.57 |
Weighted average Class A common shares outstanding | ||
Basic (in shares) | 10,970,995 | 7,599,533 |
Diluted (in shares) | 11,937,725 | 7,909,235 |
Consolidated Statements of Inc5
Consolidated Statements of Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Premium equivalent amount | $ 395,552 | $ 311,590 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Treasury Stock | (Accumulated Deficit) Retained Earnings | Noncontrolling Interests | Class A Common Stock | Class A Common StockCommon Stock | Class B Common StockCommon Stock |
Beginning balance at Dec. 31, 2015 | $ 68,054 | $ 44,591 | $ (1,542) | $ (3,093) | $ 28,083 | $ 8 | $ 7 | |
Beginning balance (in shares) at Dec. 31, 2015 | (150,993) | 7,759,092 | 6,841,667 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 13,109 | 4,513 | 8,596 | |||||
Issuance of Class A common stock under equity compensation plans | 19 | 19 | ||||||
Issuance of Class A common stock under equity compensation plans (in shares) | 246,164 | |||||||
Class A common stock withheld in Treasury from restricted share vesting | $ (160) | $ (160) | ||||||
Class A common stock withheld in Treasury from restricted share vesting (in shares) | (21,397) | 21,397 | (21,397) | |||||
Forfeiture of restricted stock held in Treasury | $ 0 | 345 | $ (345) | |||||
Forfeiture of restricted stock held in Treasury (in shares) | 43,600 | (43,600) | ||||||
Issuances of restricted shares from Treasury | 0 | (721) | $ 721 | |||||
Issuances of restricted shares from Treasury (in shares) | (75,749) | 75,749 | ||||||
Issuances of Class A common stock from Treasury | 21 | (183) | $ 204 | |||||
Issuances of Class A common stock from Treasury (in shares) | (20,697) | 20,697 | ||||||
Stock compensation expense | 3,792 | 3,792 | ||||||
Contributions (distributions) | (4,757) | 6 | (4,763) | |||||
Repurchases of Class A common stock (in shares) | 0 | |||||||
Ending balance at Dec. 31, 2016 | 80,078 | 47,849 | $ (1,122) | 1,420 | 31,916 | $ 8 | $ 7 | |
Ending balance (in shares) at Dec. 31, 2016 | 119,544 | 8,036,705 | 6,841,667 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 26,491 | 17,885 | 8,606 | |||||
Issuance of Class A common stock under equity compensation plans | 33 | 31 | $ 2 | |||||
Issuance of Class A common stock under equity compensation plans (in shares) | 1,575,509 | |||||||
Class A common stock withheld in Treasury from restricted share vesting | $ (842) | $ (842) | ||||||
Class A common stock withheld in Treasury from restricted share vesting (in shares) | (39,049) | 39,049 | (39,049) | |||||
Stock compensation expense | $ 7,404 | 7,404 | ||||||
Contributions (distributions) | (3,353) | 2 | (3,355) | |||||
Issuance of Class A common stock in private offering | 16,487 | 16,484 | $ 3 | |||||
Issuance of Class A common stock in private offering (in shares) | 3,000,000 | |||||||
Exchange of Series B Membership interest and exchange and cancellation of Class B common stock | (14,374) | (14,371) | $ (3) | |||||
Exchange of Series B Membership interest and exchange and cancellation of Class B common stock (in shares) | (3,000,000) | |||||||
Repurchases of Class A common stock | (4,923) | $ (4,923) | ||||||
Repurchases of Class A common stock (in shares) | 222,184 | (222,184) | (222,184) | |||||
Ending balance at Dec. 31, 2017 | $ 107,001 | $ 71,770 | $ (6,887) | $ 19,305 | $ 22,796 | $ 13 | $ 4 | |
Ending balance (in shares) at Dec. 31, 2017 | (380,777) | 12,350,981 | 3,841,667 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | ||
Net income | $ 26,491,000 | $ 13,109,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | 7,404,000 | 3,792,000 |
Depreciation and amortization | 4,044,000 | 3,249,000 |
Fair value adjustment to contingent acquisition consideration | 0 | 15,000 |
Deferred income taxes | 1,343,000 | (8,539,000) |
Deferred income taxes related to the Tax Act | 12,610,000 | 0 |
Changes in operating assets and liabilities: | ||
Increase in restricted cash | (2,982,000) | (4,032,000) |
Increase in accounts receivable, prepaid expenses and other assets | (877,000) | (1,088,000) |
Increase in advanced commissions | (2,548,000) | (12,470,000) |
Decrease in income taxes receivable | 0 | 591,000 |
(Decrease) increase in income taxes payable | (1,334,000) | 2,121,000 |
Increase in accounts payable, accrued expenses and other liabilities | 9,884,000 | 11,960,000 |
Increase in deferred revenue | 232,000 | 46,000 |
(Decrease) increase in due to member pursuant to tax receivable agreement | (531,000) | 9,233,000 |
Decrease in due to member related to the Tax Act | (11,835,000) | 0 |
Net cash provided by operating activities | 41,901,000 | 17,987,000 |
Investing activities: | ||
Capitalized internal-use software and website development costs | (2,956,000) | (3,052,000) |
Purchases of property and equipment | (509,000) | (61,000) |
Net cash used in investing activities | (3,465,000) | (3,113,000) |
Financing activities: | ||
Proceeds from borrowings under revolving line of credit | 0 | 7,500,000 |
Payments on borrowings under revolving line of credit | 0 | (15,000,000) |
Payments for contingent acquisition consideration | 0 | (547,000) |
Payments for noncompete obligation | (96,000) | (192,000) |
Class A common stock withheld in treasury from restricted share vesting | (842,000) | (160,000) |
Issuances of Class A common stock under equity compensation plans | 33,000 | 19,000 |
Issuances of Class A common stock from treasury | 0 | 21,000 |
Purchases of Cass A common stock pursuant to share repurchase plan | (4,923,000) | 0 |
Distributions to member | (5,477,000) | (1,996,000) |
Net cash used in financing activities | (11,305,000) | (10,355,000) |
Net increase in cash and cash equivalents | 27,131,000 | 4,519,000 |
Cash and cash equivalents at beginning of period | 12,214,000 | 7,695,000 |
Cash and cash equivalents at end of period | 39,345,000 | 12,214,000 |
Supplemental disclosure of non-cash financing activities: | ||
Change in due to member related to Exchange Agreement | 18,618,000 | 0 |
Change in deferred tax asset related to Exchange Agreement | (20,732,000) | 0 |
Issuance of Class A common stock in a private offering related to Exchange Agreement | 16,487,000 | 0 |
Exchange of Class B membership interests related to Exchange Agreement | (14,374,000) | 0 |
Declared but unpaid distribution to member of Health Plan Intermediaries Holdings, LLC | $ 638,000 | $ 2,761,000 |
Organization, Basis of Presenta
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | Organization, Basis of Presentation, and Summary of Significant Accounting Policies Health Insurance Innovations, Inc. is a Delaware corporation incorporated on October 26, 2012. In this annual report, unless the context suggests otherwise, references to the “Company,” “we,” “us” and “our” refer (1) prior to the February 13, 2013 closing of an initial public offering (“IPO”) of the Class A common stock of Health Insurance Innovations, Inc., to Health Plan Intermediaries, LLC (“HPI”) and Health Plan Intermediaries Sub, LLC (“HPIS”), its consolidated subsidiary, and (2) after the IPO, to Health Insurance Innovations, Inc. and its consolidated subsidiaries. The terms “HIIQ” and “HPIH” refer to the stand-alone entities Health Insurance Innovations, Inc., and Health Plan Intermediaries Holdings, LLC, respectively. The terms “HealthPocket” or “HP” refer to HealthPocket, Inc., our wholly owned subsidiary which was acquired by HPIH on July 14, 2014. The term “ASIA” refers to American Service Insurance Agency LLC, a wholly owned subsidiary which was acquired by HPIH on August 8, 2014. HPIH, HP and ASIA are consolidated subsidiaries of HIIQ. Business Description and Organizational Structure of the Company Our Business We are a cloud-based technology platform and distributor of affordable individual and family health insurance plans (“IFP”) which include short-term medical (“STM”) insurance plans, and guaranteed-issue and underwritten health benefit insurance plans ("HBIP"), previously referred to as hospital indemnity plans. Through our technology platform, we also offer supplemental products which include a variety of additional insurance and non-insurance products that are frequently purchased as supplements to IFPs. We work in concert with carriers to help them develop products for our target markets. We are not an insurer and do not process or pay claims. The health insurance products we help develop are underwritten by third-party insurance carriers with whom we have no affiliation apart from our contractual relationships. We assume no underwriting, insurance or reimbursement risk. We help design and structure IFPs and supplemental products in concert with insurance carriers and discount benefit providers. We market products to individuals through our internal distribution network, and we also use an external distribution network consisting of independently owned and operated licensed-agent call centers to market to individuals. For both our internal distribution network and our external distribution network, we collect money and manage the member's non-claims related experience for the IFPs and supplemental products. STM plans feature a streamlined underwriting process offering immediate coverage options. STM plans generally offer qualifying individuals insurance benefits for fixed short-term durations. STM plans provide up to three months of health insurance coverage with a wide range of deductible and copay levels. In 2016, the Internal Revenue Service, the Employee Benefits Security Administration, and the U.S Department of Health and Human Services, collectively “HHS,” published Internal Revenue Bulletin 2016-47, which provided that, effective January 1, 2017, all STM plans submitted before April 1, 2017 must terminate no later than December 31, 2017, and effective April 1, 2017, new limits were set on STM duration to periods of less than three months but allowing for re-applications with the same or different health insurance carrier. On February 20, 2018, the Departments of Health and Human Services, Labor, and Treasury, proposed a new rule that would change the way that short-term, limited duration insurance coverage (or short-term plans) is regulated. The proposed rule was developed in response to President Trump's executive order from October 2017 that directed the federal government to expand access to short-term plans, association health plans, and health reimbursement arrangements. The new rule would extend the maximum duration of these plans from three months to "less than 12 months" (which could be as long as 364 days). The new rule also includes updated notice requirements. The proposed rule specifies that these new requirements would go into effect 60 days after publication of the final rule in the Federal Register. Comments from stakeholders regarding the proposed rule will be accepted until late April 2018. The Departments of Health and Human Services, Labor, and Treasury, will then need to consider these comments, draft a final rule, undergo inter-agency review, and then obtain approval by the Office for Management and Budget before releasing the final rule. HBIPs are insurance products which include both guaranteed-issue and underwritten plans that pay fixed cash benefits, and additional benefits for certain plans, for covered procedures and services for individuals under the age of 65. These highly customizable products are generally on an open-provider network without copayments or deductibles and do not have defined policy term lengths. We provide numerous low-cost supplemental insurance and discount benefit products, including pharmacy benefit cards, dental plans, vision plans, cancer/critical illness plans, deductible and gap protection plans, and life insurance policies that are frequently purchased as supplements to IFPs. These are typically monthly programs with automatic renewal that are not affected by the changes to rules relating to the maximum duration or renewal of STM products. We manage member relations via email, through our online member portal, which is available 24 hours a day, seven days a week, and via telephone. Our online enrollment process allows us to aggregate and analyze consumer data and purchasing habits to track market trends and drive product innovation. Our scalable, proprietary, and web-based technology platform provides members immediate access to the products we sell through our internal and third-party distribution channels. Members can tailor product selections to meet their personal insurance and budget needs, buy policies and print policy documents and identification cards in real-time. Our technology platform uses abbreviated online applications, some with health questionnaires, to provide an immediate "accept or reject" decision using rules and criteria determined by the carriers for the products we offer. Once an application is accepted, individuals can use our automated payment system to complete the enrollment process and obtain instant electronic access to their policy fulfillment documents, including the insurance policy, benefits schedule and identification cards. We receive credit card and Automated Clearing House (“ACH”) payments directly from members at the time of sale. Our technology platform provides scalability and, on a per-policy-basis, reduces the costs associated with marketing, selling, and administering policies. Our sales of IFP and supplemental products focus on the under-penetrated segment of the U.S. population who are uninsured or underinsured. These respective classes include individuals not covered by employer-sponsored insurance plans, such as the self-employed, small business owners and their employees, individuals who are unable to afford the rising cost of IMM premiums, underserved “gap populations” that require insurance due to changes caused by life events, such as new graduates, divorcees, early retirees, military discharges, the unemployed, part-time and seasonal employees and potential members seeking health insurance between the open enrollment periods created under the Patient Protection and Affordable Care Act (“PPACA”). As the managing general underwriter and/or broker of IFP and supplemental products, we receive all amounts due in connection with the plans we sell and administer on behalf of the service providers. We refer to these total collections as "premium equivalents," which typically represent a combination of premiums, fees for discount benefit plans, enrollment fees, and direct commission payments. From premium equivalents, we remit risk premiums to carriers and amounts earned by discount benefit plan providers, who we refer to as third-party obligors, as such carriers and third-party obligors are the ultimate parties responsible for providing the insurance coverage or discount benefits to the member. Our revenues consist of the net balance of the premium equivalents. We collect premium equivalents upon the initial sale of the plan and then monthly upon each subsequent periodic payment under such plan. We receive most premium equivalents through online credit card or ACH processing. As a result, we have limited accounts receivable. We generally remit the risk premium to the applicable carriers and the amounts earned by third-party obligors on a monthly basis based on their respective compensation arrangements. We also provide consumers with access to health insurance information search and comparison technology through our website, HealthPocket.com. This website allows consumers to easily and clearly compare and rank health insurance plans available for an individual, family or small business, empowering consumers to make health plan decisions and reduce their out-of-pocket costs. In 2015, we launched a direct-to-consumer insurance website that allows consumers to research health insurance trends, comparison shop, and purchase IFP under the AgileHealthInsurance® brand. AgileHealthInsurance.com (“Agile”) is one of the few internet sites dedicated to helping consumers understand the benefits of Term Health Insurance and HBIP. We use the term “Term Health Insurance” to refer to fixed-term health insurance products of less than one year in duration, such as STM plans. These IFP plans are the culmination of extensive research on health insurance needs in the PPACA era, and we believe consumers will be able to find affordable prices for these plans on Agile. Agile utilizes what we believe is a best-in-class plan comparison and online enrollment tool for STM and HBIP. Our History Our business began operations as HPI in 2008. To facilitate the IPO, HIIQ was incorporated in the State of Delaware in October 2012. In November 2012, through a series of transactions, HPI assigned the operating assets of our business to HPIH, and HPIH assumed the operating liabilities of HPI. Since November 2012, we have operated our business through HPIH and its subsidiaries. Our Reorganization and IPO HIIQ sold 4,666,667 shares of common stock for $14.00 per share in the IPO on February 13, 2013. Simultaneous with the offering, HIIQ obtained a 35% membership interest, 35% economic interest and 100% of the voting interest in HPIH. Upon completion of the offering, HIIQ became a holding company the principal asset of which is its interest in HPIH. All of HIIQ’s business is conducted through HPIH and its subsidiaries. HIIQ is the sole managing member of HPIH and has 100% of the voting rights and control. HIIQ has two classes of outstanding capital stock: Class A common stock and Class B common stock. Class A shares represent 100% of the economic rights of the holders of all classes of our common stock to share in our distributions. Class B shares do not entitle their holders to any dividends paid by, or rights upon liquidation of, HIIQ. Shares of our Class A common stock vote together with shares of our Class B common stock as a single class, except as otherwise required by law. Each share of our Class A common stock and our Class B common stock entitles its holder to one vote. As of December 31, 2017 , Mr. Kosloske, our Chief of Product Innovation, beneficially owns 23.7% of our outstanding Class A common stock and Class B common stock on a combined basis, which equals his combined economic interest in the Company. HPIH has two series of outstanding equity: Series A Membership Interests, which may only be issued to HIIQ, as sole managing member, and Series B Membership Interests. The Series B Membership Interests are held by HPI and HPIS, entities beneficially owned by Mr. Kosloske. As of December 31, 2017 , and 2016 , (i) the Series A Membership Interests held by HIIQ represent 76.3% and 54.0% , respectively, of the outstanding membership interests, 76.3% and 54.0% , respectively, of the economic interests and 100% of the voting interests in HPIH and (ii) the Series B Membership Interests held by the entities beneficially owned by Mr. Kosloske represent 23.7% and 46.0% , respectively, of the outstanding membership interests, as well as 23.7% and 46.0% , respectively, of the economic interests and no voting interest in HPIH. Business Acquisitions Acquisition of HP On July 14, 2014, we entered into an agreement to acquire HP from Mr. Bruce Telkamp (“Telkamp”), Dr. Sheldon Wang (“Wang”) and minority equity holders of HP. The closing of the acquisition occurred on July 14, 2014 simultaneous with the signing of the agreement. Acquisition of ASIA On August 8, 2014, we entered into an agreement to acquire all of the issued and outstanding membership interests of ASIA, a Texas insurance brokerage. The closing of the acquisition occurred on August 8, 2014 simultaneous with the signing of the agreement. Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Health Insurance Innovations, Inc., its wholly owned subsidiaries, one of which is a Variable Interest Entity (“VIE”), of which the Company is the primary beneficiary. See Note 2 for further information on the VIE. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. The results of operations for business combinations are included from their respective dates of acquisition. Noncontrolling interests are included in the consolidated balance sheets as a component of stockholders’ equity that is not attributable to the equity of the Company. We report separately the amounts of consolidated net loss or income attributable to us and noncontrolling interests. As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we benefit from certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have also elected under the JOBS Act to delay the adoption of new and revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. These exemptions will apply for a period of five years following the completion of our IPO which closed on February 13, 2013. The Company will cease to be an emerging growth company as of December 31, 2018. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements. These estimates also affect the reported amounts of revenue and expenses during the reporting periods. Actual results could differ materially from those estimates. Summary of Significant Accounting Policies Revenue Recognition Our revenues primarily consist of commissions and fees earned for health insurance policies and supplemental products issued to members, referral fees, and fees for discount benefit plans paid by members as a direct result of our enrollment services, brokerage services or referral sales. Revenues reported by the Company are net of risk premiums remitted to insurance carriers and fees paid for discount benefit plans. Revenues are net of an allowance for policies expected to be canceled by members during a limited cancellation period. We establish an allowance for estimated policy cancellations through a charge to revenues. The allowance is estimated using historical data to project future experience. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported. We periodically review the adequacy of the allowance and record adjustments as necessary. The net allowance for estimated policy cancellations as of December 31, 2017 and 2016 was $471,000 and $641,000 , respectively. Commission rates for our products are agreed to in advance with the relevant insurance carrier and vary by carrier and policy type. Under our carrier compensation arrangements, the commission rate schedule that is in effect on the policy effective date governs the commissions over the life of the policy. All amounts due to insurance carriers and discount benefit vendors are reported and paid to them in accordance with contractual agreements. In addition, we earn enrollment and administration fees on policies issued. All amounts due to insurance carriers and discount benefit vendors are reported and paid to them according to the procedures provided for in the contractual agreements between the individual carrier or vendor and us. Risk premiums are typically reported and remitted to insurance carriers on the 15th of the month following the end of the month in which they are collected. Revenue related to enrollment and administration fees are recognized upon collection from the member. In concluding that revenues should be reported on a net basis, we considered Financial Accounting Standards Board (“FASB”) requirements and whether we have the responsibility to provide the goods or services to the customer or if we rely on a supplier to provide the goods or services to the customer. We are not the ultimate party responsible for providing the insurance coverage or discount benefits to the member and, therefore, we are not the primary obligor in the arrangement. The supplier, or insurance carrier, bears the risk for that insurance coverage. We therefore report our revenues net of amounts paid to the contracted insurance carrier companies and discount benefit vendors. Third-Party Commissions and Advanced Commissions We utilize a broad network of licensed third-party distributors, in addition to our internal distributors to sell the plans that we help develop. We pay commissions to these distributors based on a percentage of the policy premium that varies by type of policy. We also pay fees to some distributors for discount benefit plans issued. Advanced commissions outstanding as of December 31, 2017 and 2016 totaled $39.5 million and $37.0 million , respectively. Advanced commissions consist of amounts advanced to certain third-party distributors. We perform ongoing credit evaluations of our distributors, all of which are located in the United States. We recover the advanced commissions by withholding future commissions earned on premiums collected over the period in which policies renew. While we have not experienced any significant write-offs from commission advances, we have recognized an allowance for bad debt expense of $180,000 and $454,000 as of December 31, 2017 and 2016 , respectively. In addition, from time to time, certain of these advanced commissions arrangements include a loan agreement for the purposes of securing the advanced payments we make. Generally, these advances will be repaid by withholding payments on future commissions earned by the distributor, as described in the respective agreements. A fee for the advance commission of up to 2% of the insurance premium sold is charged to the distributors and recognized as a reduction of the related commissions expense over the period of advance. The reductions of commission expense related to this practice for the years ended December 31, 2017 and 2016 were $2.3 million and $2.6 million , respectively. Cash and Cash Equivalents We account for cash on hand and demand deposits with banks and other financial institutions as cash. Short-term, highly liquid investments with original maturities of three months or less, when purchased, are considered cash equivalents. Investments in cash equivalents include, but are not limited to, demand deposit accounts, money market accounts and certificates of deposit with original maturities of three months or less. Restricted Cash In our capacity as the managing general underwriter, we collect premiums from members and distributors and, after deducting our earned commission and fees, remit these risk premiums to our contracted insurance carriers, discount benefit vendors and distributors. Where contractually obligated, we hold the unremitted funds in a fiduciary capacity until they are disbursed, and the use of such funds is restricted. We hold these funds in bank accounts. These unremitted amounts are reported as restricted cash in the accompanying consolidated balance sheets with the related liabilities reported in accounts payable and accrued expenses. The Company previously referred to such restricted cash as cash held on behalf of others at December 31, 2016 . Restricted cash at December 31, 2017 and 2016 was $14.9 million and $11.9 million , respectively. Accounts Receivable Accounts receivable represent amounts due to us for premiums collected by a third-party and are generally considered delinquent 15 days after the due date. The underlying insurance contracts are canceled retroactively if the payment remains delinquent. We have not experienced any material credit losses from accounts receivable and have not recognized a significant provision for uncollectible accounts receivable. Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation, in the accompanying consolidated balance sheets. Depreciation expense for property and equipment is computed using the straight-line method over the following estimated useful lives: Website development and internal-use software (1) 3 – 5 years Computer equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of the lease term or estimated useful life (1) Included in property and equipment, net are certain website development and internally developed software costs. These costs incurred in the development of websites and internal-use software are either expensed as incurred or capitalized depending on the nature of the cost and the stage of development of the project under which a website or internal-use software are developed. The capitalization policies for website development and internal-use software vary as described below. Website development Generally, the costs incurred during the planning stage are expensed as incurred; costs incurred for activities during the website application and infrastructure development stage are capitalized; costs incurred during the graphics development stage are capitalized if such costs are for the creation of initial graphics for the website; subsequent updates to the initial graphics are expensed as incurred, unless they provide additional functionality; costs incurred during the content development stage are expensed as incurred unless they are for the integration of a database with the website, which are capitalized; and the costs incurred during the operating stage are expensed as incurred. Upon reaching the operating phase of the website application and infrastructure phase, the capitalized costs are amortized over the estimated useful life of the asset, which we generally expect to be five years. During the year ended December 31, 2015, we capitalized $895,000 of costs incurred, consisting primarily of direct labor, in the development of a website for which the software underlying the website will not be marketed externally. The operating phase of the development of this website commenced on July 1, 2015. No additional costs have since been capitalized. During each of the years ended December 31, 2017 and 2016 , approximately $179,000 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 3 years . For the year ended December 31, 2017 and 2016 , we capitalized $3.0 million and $3.1 million , respectively, of costs incurred, consisting primarily of direct labor, in the application development stage of the internal-use software. Substantially all of the costs incurred during the period were part of the application development phase. For the year ended December 31, 2017 and 2016 , there was $1.7 million and $774,000 , respectively, of amortization expense recorded for projects in the post-implementation/operation phase of development. The Company’s management periodically reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. No impairment losses were recognized for the periods presented. Goodwill and Other Intangible Assets Goodwill As a result of our various acquisitions, we have recorded goodwill which represents the excess of the consideration paid over the fair value of the identifiable net assets acquired in a transaction accounted for as a business combination. An impairment test is performed by us at least annually as of October 1st of each year, or whenever events or circumstances indicate a potential for impairment. Under FASB guidance, we have the option of performing a qualitative assessment to determine whether based on the facts and circumstances it is more likely than not that the fair value of the reporting unit exceeds the carrying value of its net assets. A qualitative assessment requires judgments involving relevant factors, including but not limited to, changes in the general economic environment, industry and regulatory considerations, current economic performance compared to historical economic performance and other relevant company-specific events such as changes in management, key personnel or business strategy, where applicable. If we elect to bypass the qualitative assessment, or if we determine, based upon our assessment of those qualitative factors that it is more likely than not that the fair value of the unit is less than its carrying value, a quantitative assessment for impairment is required. The quantitative assessment for evaluating the potential impairment of goodwill involves a two-step assessment process which requires significant estimates and judgments by us to be used during the analysis. In step one we determine if there is an indication of goodwill impairment by determining the fair value of the reporting unit’s net assets and comparing that value to the reporting unit’s carrying value including the goodwill. If the carrying value of the net assets exceed the fair value, then the second step of the impairment assessment is required. The step two assessment determines if an impairment exists, and if so, the magnitude of the impairment by comparing the estimated fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The excess of the carrying value over the estimated fair value of the goodwill determines the amount of impairment which would then be recorded as a loss on our statement of income in the year the impairment occurred. See Note 11 for further information on our reporting unit. While performing an impairment assessment we use a combination of valuation approaches including the market approach and the income approach. The market approach uses a guideline company methodology, which is based upon a comparison of the reporting unit to similar publicly-traded companies within our industry. We derive a market value of invested capital or business enterprise value for each comparable company by multiplying the price per share of common stock of the publicly traded companies by their total common shares outstanding and adding each company’s current level of debt. We calculate a business enterprise multiple based on revenue and earnings from each company, then apply those multiples to our revenue and earnings to calculate a business enterprise value. Assumptions regarding the selection of comparable companies are made based on, among other factors, capital structure, operating environment and industry. As the comparable companies were typically larger and more diversified than our business, multiples were adjusted prior to application to our revenues and earnings to reflect differences in margins, long-term growth prospects and market capitalization. The income approach uses a discounted debt-free cash flow analysis to measure fair value by estimating the present value of future economic benefits. To perform the discounted debt-free cash flow analysis, we develop a pro forma analysis of the reporting unit to estimate future available debt-free cash flow and discounting estimated debt-free cash flow by an estimated industry weighted average cost of capital based on the same comparable companies used in the market approach. Per FASB guidance, the weighted average cost of capital is based on inputs (e.g., capital structure, risk, etc.) from a market participant’s perspective and not necessarily from the reporting unit’s perspective. Future cash flow is projected based on assumptions for our economic growth, industry expansion, future operations and the discount rate, all of which require significant judgments by management. We establish our assumptions and arrive at the estimates used in these calculations based upon our historical experience, knowledge of our industry and by incorporating third-party data, which we believe results in a reasonably accurate approximation of fair value. Nevertheless, changes in the assumptions used could have an impact on our assessment of recoverability. We believe our projected sales are reasonable based on, among other things, available information regarding our industry. We also believe the discount rate is appropriate. The weighted average discount rate is impacted by current financial market trends and will remain dependent on such trends in the future. After computing a separate business enterprise value under the above approaches, we apply a weighting to them to derive the business enterprise value of the reporting unit. The weightings are evaluated each time a goodwill impairment assessment is performed and give consideration to the relative reliability of each approach at that time. The estimated fair value is then compared to the reporting unit’s carrying value. The Company performed its annual impairment analysis as of October 1, 2017 and 2016, respectively, and upon completion of the analysis in step one we determined that the fair value of the reporting unit exceeded its carrying value, each year. As such, a step two analysis was not required. Our goodwill balance arose from our previous acquisitions. See above for details on historic acquisitions and Note 4 for further discussion of our goodwill. Other Intangible Assets Our other intangible assets arose primarily from acquisitions. Finite-lived intangible assets are amortized over their useful lives from two to fifteen years. See Note 4 for further discussion of our intangible assets. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of the asset or asset group is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If the carrying amount of an asset or asset group is not recoverable, we recognize an impairment loss based on the excess of the carrying amount of the long-lived asset or asset group over its respective fair value which is generally determined as the present value of estimated future cash flows or as the |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities As of December 31, 2017 , we are the primary beneficiary of one entity, HPIH, that constitutes a VIE pursuant to FASB guidance. HPIH is a VIE as the voting rights of the investors are not proportional to their obligations to absorb the expected losses of HPIH. We hold 100% of the voting power in HPIH, but 76.3% of the total membership and economic interest, and the other members of HPIH hold no voting rights in HPIH. Further, substantially all of the activities of HPIH are conducted on behalf of a membership with disproportionately few voting rights. We have concluded that we are the primary beneficiary of HPIH, and, therefore, should consolidate HPIH since we have power over and receive the benefits of HPIH. We have the power to direct the activities of HPIH that most significantly impact its economic performance. Our equity interest in HPIH obligates us to absorb losses of HPIH and gives us the right to receive benefits from HPIH related to the day-to-day operations of the entity, both of which could potentially be significant to HPIH. As such, our maximum exposure to loss as a result of our involvement in this VIE is the net income or loss allocated to us based on our interest. As of December 31, 2017 and 2016 , HIIQ holds 100% of the voting power, respectively, and 76.3% and 54.0% of the membership and economic interest in HPIH, respectively. See Note 7 for further information on our ownership structure. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net, are comprised of the following ($ in thousands): December 31, 2017 2016 Computer equipment $ 686 $ 373 Furniture and fixtures 211 192 Leasehold improvements 417 246 Website development and internal-use software 7,798 4,836 Total property and equipment $ 9,112 $ 5,647 Less accumulated depreciation 3,704 1,625 Total property and equipment, net $ 5,408 $ 4,022 Depreciation expense, including depreciation related to capitalized website development and internal-use software, was approximately $2.1 million and $1.1 million , respectively, for the years ended December 31, 2017 and 2016 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Goodwill has been recorded as a result of previous acquisitions. There were no additions to goodwill during the year ended December 31, 2017 . See Note 1 for further discussion of our history of acquisitions. No losses on impairment of goodwill were recorded during the years ended December 31, 2017 , or 2016 . The carrying amounts as of December 31, 2017 and 2016 were $41.1 million . Other intangible assets Our other intangible assets arose primarily from the acquisitions described above and consist of a brand, the carrier network, distributor relationships, customer relationships, noncompete agreements and capitalized software. Finite-lived intangible assets are amortized over their useful lives from two to fifteen years. Major classes of intangible assets, net as of December 31, 2017 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.1 $ 1,377 $ (396 ) $ 981 Carrier network 5.0 40 (40 ) — Distributor relationships 6.8 4,059 (3,428 ) 631 Noncompete agreements 4.7 987 (987 ) — Customer relationships 5.8 1,484 (1,154 ) 330 Capitalized software 6.7 8,571 (4,571 ) 4,000 Total intangible assets $ 16,518 $ (10,576 ) $ 5,942 Major classes of intangible assets as of December 31, 2016 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.1 $ 1,377 $ (311 ) $ 1,066 Carrier network 5.0 40 (40 ) — Distributor relationships 6.8 4,059 (2,831 ) 1,228 Noncompete agreements 4.7 987 (881 ) 106 Customer relationships 5.8 1,484 (1,125 ) 359 Capitalized software 6.7 8,571 (3,423 ) 5,148 Total intangible assets $ 16,518 $ (8,611 ) $ 7,907 Amortization expense for year ended December 31, 2017 , and 2016 was $2.0 million and $2.2 million , respectively. Estimated annual pretax amortization for intangibles assets in each of the next five years and thereafter are as follows ($ in thousands): 2018 $ 1,725 2019 1,338 2020 1,338 2021 685 2022 114 Thereafter 742 Total $ 5,942 Reviews of other intangible assets are performed at each reporting period in accordance with GAAP. No impairments were noted during the years ended December 31, 2017 or 2016 . |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of December 31, 2017 and 2016 consisted of the following ($ in thousands): December 31, 2017 2016 Carriers and vendors payable $ 14,726 $ 11,385 Commissions payable 8,811 5,710 Accrued wages 7,116 4,206 Accrued refunds 1,940 3,238 Accounts payable 3,725 928 Accrued professional fees 820 910 Accrued credit card/ACH fees 483 430 Accrued restructuring — 3 Other accrued expenses 2,104 2,870 Total accounts payable and accrued expenses $ 39,725 $ 29,680 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt On July 17, 2017, the Company, through HPIH, entered into a Credit Agreement (the “Credit Agreement”) among HPIH, and certain of its affiliates as guarantors, and SunTrust Bank, as lender (the “Lender”). The Credit Agreement provides for a $30.0 million revolving credit facility (the “Credit Facility”) pursuant to which the Lender has agreed to make revolving loans and issue letters of credit. The Credit Facility will be used for general corporate purposes, including funding of ongoing working capital needs, capital expenditures, and permitted acquisitions. The Credit Facility also provides HPIH with the right to request additional incremental term loans thereunder up to an aggregate additional amount of $20.0 million , subject to the satisfaction of certain additional conditions provided therein. The Credit Facility matures on July 17, 2020 (the “Termination Date”) and borrowings under the Credit Agreement can either be, at HPIH’s election: (i) at the Base Rate (which is the highest of the prime rate, the federal funds rate plus 0.50% , the one-month LIBOR index rate plus 1.00% , and zero ) plus a spread ranging from 0.75% to 1.25% or (ii) at Adjusted LIBOR (as defined in the Credit Agreement) plus a spread ranging from 1.75% to 2.25% . The applicable spread is dependent upon HPIH’s Consolidated Total Leverage Ratio (as defined in the Credit Agreement). Interest accrued on each Base Rate Loan (as defined in the Credit Agreement) is payable in arrears on the last day of each calendar quarter and on the Termination Date. Interest accrued on each Eurodollar Loan (as defined in the Credit Agreement) is payable on the last day of the applicable interest period, or every three months, whichever comes sooner, and on the Termination Date. The Credit Facility is secured by: (i) a first priority lien on substantially all of the assets (subject to certain excluded assets) of HPIH and certain of its affiliates (including the Company) and (ii) pledges of equity interests in the subsidiaries of the Company. The Credit Agreement contains customary covenants including, but not limited to, (i) a minimum interest coverage ratio and a maximum Consolidated Total Leverage Ratio and (ii) limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback transactions, transactions with affiliates, mergers, consolidations and sales of assets. The Company was in compliance with all covenants as of December 31, 2017 . The Credit Agreement also includes customary events of default, conditions, representations and warranties, and indemnification provisions. As of December 31, 2017 , we had no outstanding balance from draws on the Credit Facility and $30.0 million was available to be drawn upon. Concurrent with the execution of the above Credit Agreement, the Company terminated its previous revolving line of credit established on December 15, 2014. As of December 31, 2016 we had no outstanding balance from draws on the previous revolving line of credit and was in compliance with all covenants. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity On February 13, 2013, we completed our IPO by issuing 4,666,667 shares of our Class A common stock, par value $0.001 per share, at a price to the public of $14.00 per share of Class A common stock. In addition, we issued 8,666,667 shares of our Class B common stock, of which 8,580,000 shares of Class B common stock were obtained by HPI and 86,667 shares of Class B common stock were obtained by HPIS, of which HPI is the managing member. In addition, we granted the underwriters of the IPO the right to purchase additional shares of Class A common stock to cover over-allotments (the “over-allotment option”). Our authorized capital stock consists of 100,000,000 shares of Class A common stock, par value $0.001 per share, 20,000,000 shares of Class B common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. Class A Common Stock and Class B Common Stock Each share of Class A common stock and Class B common stock entitles its holders to one vote per share on all matters to be voted upon by the stockholders, and holders of each class will vote together as a single class on all such matters. Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. As of December 31, 2017 , the Class A common stockholders had 76.3% of the voting power in HIIQ and the Class B common stockholders had 23.7% of the voting power in HIIQ. Holders of shares of our Class A common stock have 100% of the economic interest in HIIQ. Holders of Class B common stock do no t have an economic interest in HIIQ. The determination to pay dividends, if any, to our Class A common stockholders will be made by our Board of Directors. We do not, however, expect to declare or pay any cash or other dividends in the foreseeable future on our Class A common stock, as we intend to reinvest any cash flow generated by operations in our business. We may enter into credit agreements or other borrowing arrangements in the future that prohibit or restrict our ability to declare or pay dividends on our Class A common stock. In the event of liquidation, dissolution or winding up of HIIQ, the holders of Class A common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The holders of our Class A common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A common stock. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future. Class B common stockholders will not be entitled to any dividend payments. In the event of any dissolution, liquidation, or winding up of our affairs, whether voluntary or involuntary, after payment of our debts and other liabilities and making provision for any holders of our preferred stock that have a liquidation preference, our Class B common stockholders will not be entitled to receive any of our assets. In the event of our merger or consolidation with or into another company in connection with which shares of Class A common stock and Class B common stock (together with the related membership interests) are converted into, or become exchangeable for, shares of stock, other securities or property (including cash), each Class B common stockholder will be entitled to receive the same number of shares of stock as is received by Class A common stockholders for each share of Class A common stock, and will not be entitled, for each share of Class B common stock, to receive other securities or property (including cash). No holders of Class B common stock will have preemptive rights to purchase additional shares of Class B common stock. Exchange Agreement On February 13, 2013, we entered into an exchange agreement (the “Exchange Agreement”) with the holders of the Series B Membership Interests of HPIH (“Series B Membership Interests”). Pursuant to and subject to the terms of the Exchange Agreement and the amended and restated limited liability company agreement of HPIH, holders of Series B Membership Interests, at any time and from time to time, may exchange one or more Series B Membership Interests, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. In connection with each exchange, HPIH cancels the delivered Series B Membership Interests and issues to us Series A Membership Interests on a one-for-one basis. Thus, as holders exchange their Series B Membership Interests for Class A common stock, our interest in HPIH increases. Holders will not have the right to exchange Series B Membership Interests if we determine that such exchange would be prohibited by law or regulation or would violate other agreements to which we may be subject. We may impose additional restrictions on exchanges that we determine necessary or advisable so that HPIH is not treated as a “publicly traded partnership” for U.S. federal income tax purposes. If the Internal Revenue Service were to contend successfully that HPIH should be treated as a “publicly traded partnership” for U.S. federal income tax purposes, HPIH would be treated as a corporation for U.S. federal income tax purposes and thus would be subject to entity-level tax on its taxable income. In accordance with the Exchange Agreement, in March 2013, we received a net amount of $1.4 million in proceeds from the issuance of 100,000 shares of Class A common stock through the over-allotment option. We immediately used the proceeds to acquire Series B Membership Interests, together with an equal number of shares of our Class B common stock, from HPI. These Series B Membership Interests were immediately recapitalized into Series A Membership Interests in HPIH. On February 1, 2014, a registration statement on Form S-3 became effective under which we registered 8,566,667 shares of our Class A common stock for resale from time to time by the selling stockholder, of which all such shares are issuable upon the exchange of an equivalent number of Series B Membership Interests (together with an equal number of shares of our Class B common stock). On August 15, 2014, we entered into an underwriting agreement and exchange agreement with Raymond James & Associates, Inc., as the underwriter, and HPI and HPIS, as selling stockholders (the “Selling Stockholders”) to exchange Series B Membership Interests and an equal number of shares of our Class B common stock for 1,725,000 shares of Class A common stock to the Selling Stockholders. The Selling Stockholders agreed to immediately after the exchange sell to the underwriter for resale all 1,725,000 shares of Class A common stock at a public offering price of $12.15 per share ( $11.54 per share, net of underwriting discounts), for net proceeds of $19.9 million . No shares were sold by the Company in this offering. The sale by the Selling Stockholders was made pursuant to a registration statement on Form S-3. At the time of exchange, the acquisition of the Series B Membership Interests resulted in a decrease in noncontrolling interests with an offsetting increase in stockholders’ equity to reflect the decrease in the noncontrolling interest’s investment in HPIH. On March 13, 2017, the Selling Stockholders completed a secondary underwritten public offering of 3,000,000 shares of our Class A common stock under the above-described Form S-3 registration statement. In connection with the offering, on March 8, 2017, we entered into an underwriting agreement with Canaccord Genuity Inc., Cantor Fitzgerald & Co., Northland Securities, Inc., and Lake Street Capital Markets, LLC, collectively as the underwriters, and the Selling Stockholders. Immediately prior to the completion of the offering, we issued 3,000,000 shares of Class A common stock to the Selling Stockholders. In exchange for the issuance of the shares, we immediately acquired 3,000,000 Series B Membership Interests, together with an equal number of shares of our Class B common stock from the Selling Stockholders. These Series B Membership Interests were immediately recapitalized into Series A Membership Interests in HPIH. The Selling Stockholders agreed to immediately after the exchange sell to the underwriter for resale all 3,000,000 shares of Class A common stock at a public offering price of $14.00 per share ( $13.16 per share, net of underwriting discounts), for net proceeds of $39.5 million . No shares were sold by the Company in this offering. The acquisition of the Series B Membership Interests resulted in a decrease in noncontrolling interests with an offsetting increase in stockholders’ equity to reflect the decrease in the noncontrolling interest’s investment in HPIH. See Note 12 for further discussion of this transaction’s effects on a tax receivable agreement we previously entered into with holders of Series B Membership Interests. Preferred Stock Our board of directors has the authority to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of HIIQ without further action by the stockholders and may adversely affect the voting and other rights of the holders of Class A common stock. At present, we have no plans to issue any preferred stock. Treasury Stock Treasury stock is recorded at cost. As of December 31, 2017 and 2016 , we held 380,777 and 119,544 shares of treasury stock, respectively, recorded at a cost of $6.9 million and $1.1 million , respectively. Registration Statement on Form S-3 On May 5, 2017, the Company filed a registration statement on Form S-3, which was declared effective by the SEC on May 19, 2017, to offer and sell, from time to time, up to $150.0 million of any combination of debt securities, Class A Common Stock, preferred stock, warrants, subscription rights, units, or purchase contracts as described in the related prospectus. Securities may be sold in one or more classes or series and in amounts, at prices and on terms that we will determine at the times of the offerings and we may offer the securities independently or together in any combination for sale directly to purchasers or through underwriters, dealers or agents to be designated at a future date. We intend to use the net proceeds from the sale of the securities for general corporate purposes, including potentially expanding existing businesses, acquiring businesses and investing in other business opportunities. At December 31, 2017 the Company had not sold any securities under this registration statement. Share Repurchase Program On October 13, 2017, the Company’s Board of Directors authorized a share repurchase program for up to $50.0 million of the Company’s outstanding Class A Common Stock. The share repurchase authorization permits the Company to periodically repurchase shares for cash for a period of 24 months in open market purchases, block transactions and privately negotiated transactions in accordance with applicable federal securities laws. The actual timing, number and value of shares repurchased under the program will be determined by the Company’s management at its discretion and will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, regulatory requirements, capital availability and compliance with the terms of the Company’s credit facility. Repurchases under the program will be funded from one or a combination of existing cash balances, future free cash flow, and indebtedness. There is no guarantee as to the number of shares that will be repurchased, and the repurchase program may be extended, suspended or discontinued at any time without notice at the Company’s discretion. Under the stock repurchase program, the Company may elect to adopt a Rule 10b5-1 share repurchase plan under the Securities Exchange Act of 1934, as amended (a “10b5-1 Plan”). A 10b5-1 Pan, if adopted, would allow the Company to repurchase its shares at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. Because repurchases under a 10b5-1 Plan, if one is adopted, are expected to be subject to certain pricing parameters, there is no guarantee as to the exact number of shares that would be repurchased under a 10b5-1 Plan. During the year ended December 31, 2017 , we repurchased 222,184 shares of our registered Class A common stock under our Repurchase Plan at an average price per share of $ 22.15 . During the year ended December 31, 2016 , there were no repurchases made under the previously authorized plan established on December 17, 2014. The previous plan remained in place until December 31, 2016 . Tax Obligation Settlements and Treasury Stock Transactions Treasury stock is recorded pursuant to the surrender of shares by certain employees to satisfy statutory tax withholding obligations on vested restricted stock awards. In addition, certain forfeited stock based awards are transferred to and recorded as treasury stock, and certain restricted stock awards have been granted from shares in Treasury, and certain forfeited awards. During the year ended December 31, 2017 , there were 39,049 shares transferred to Treasury as a result of surrendered shares of vested stock awards for the settlement of participant tax obligations. During the year ended December 31, 2016 , there were 21,397 shares transferred to Treasury as a result of surrendered shares of vested restricted stock awards for participant tax obligations. During the year ended December 31, 2016 , there were 43,600 shares transferred to Treasury as the result of forfeitures of restricted stock awards, and 75,749 shares were granted to certain employees from Treasury as restricted stock awards. See Note 8 for further information on our Long Term Incentive Plan. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation We maintain one stock-based incentive plan, the Health Insurance Innovations, Inc. Long Term Incentive Plan (the “LTIP”), which became effective February 7, 2013, under which SARs, restricted stock, restricted stock units and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. The LTIP expires after ten years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our Board of Directors terminates this plan. At its inception, 1,250,000 shares of Class A common stock were reserved for issuance under the LTIP. In May 2017 , the Company’s shareholders approved an increase of 2,000,000 shares of Class A common stock and as of that date to December 31, 2017 , there were 5,250,000 shares of Class A common stock reserved for issuance under the LTIP. As of December 31, 2016 , there were 3,250,000 shares of Class A common stock reserved for issuance under the LTIP. At December 31, 2017, there were approximately 1.1 million remaining shares available for grant under the LTIP. Restricted Stock The vesting periods for grant recipients are at the discretion of the Compensation Committee of our Board of Directors and may be vested upon grant, in whole, or in part, but generally vest over a three or four year period. Restricted stock awards are amortized using the accelerated method over the vesting period. The table below summarizes activity regarding unvested restricted stock under the LTIP during the years ended December 31, 2017 and 2016 (all amounts in thousands, except per share data): Number of Shares Outstanding Weighted-Average Grant Date Fair Value (per share) Restricted stock unvested at January 1, 2016 201 $ 7.50 Granted 284 $ 8.93 Vested (56 ) $ 7.39 Forfeited (43 ) $ 7.90 Restricted stock unvested at December 31, 2016 386 $ 8.52 Granted 880 $ 22.02 Vested (139 ) $ 8.68 Forfeited (3 ) $ 21.95 Restricted stock unvested at December 31, 2017 1,124 $ 19.04 We realized income tax benefits of $437,000 and $57,000 from activity involving restricted shares for the years ended December 31, 2017 and 2016 , respectively. The total grant date fair value of restricted stock that vested for the years ended December 31, 2017 and 2016 was $1.2 million and $413,000 , respectively. Stock Appreciation Rights The SARs activity for the years ended December 31, 2017 and 2016 is as follows (all amounts in thousands, except per share data): SARs Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (a) Outstanding at January 1, 2016 1,422 $ 6.40 5.6 $ 2,238 Granted 909 $ 7.34 — $ — Exercised (b)(c) (35 ) $ 5.85 — $ 253 Forfeited or expired (67 ) $ 4.95 — $ 26 Outstanding at December 31, 2016 2,229 $ 6.80 5.0 $ 24,640 Granted 251 $ 26.16 — $ — Exercised (b)(c) (1,412 ) $ 5.56 — $ 21,524 Forfeited or expired (20 ) $ 11.17 — $ 112 Outstanding at December 31, 2017 1,048 $ 13.02 5.2 $ 13,104 Exercisable at December 31, 2017 399 $ 10.39 3.8 $ 5,803 (a) The intrinsic value of a SAR is the amount by which the market value of the underlying stock as of December 31, 2017 , and 2016 exceeds the exercise price of the option multiplied by the number of shares represented by such SAR. (b) Shares issued upon the exercise of SARs are treated as newly issued shares. There were 1,028,767 shares issued during 2017 related to exercises of SARs. There were 14,489 shares issued during 2016 related to exercises of SARs. (c) There was a $3.8 million tax benefit recognized in 2017 related to the adoption of ASU 2016-09 in the first quarter of 2017. There was no tax benefit recognized in 2016 related to stock-based compensation for SARs. During the year ended December 31, 2017 , the weighted-average grant date fair value per share of stock-based compensation granted to employees during the period was $14.08 per share. The total fair value of SARs that vested for the year ended December 31, 2017 was $1.1 million . During the year ended December 31, 2016 , the weighted-average grant date fair value per share of stock-based compensation granted to employees during the period was $3.68 per share. The total fair value of SARs that vested for the year ended December 31, 2016 was $3.1 million . On February 9, 2017, the Company’s former Chief Executive Officer exercised 1.0 million SARs at the then NASDAQ Global Market close price of $19.75 resulting in the issuance of 753,197 shares of the Company’s Class A common stock. The transaction resulted in a 9.2% increase in total issued Class A common stock from the December 31, 2016 reported balance. Stock Options The stock option activity for the years ended December 31, 2017 and 2016 is as follows (all amounts in thousands, except per share data): Stock options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (a) Outstanding at January 1, 2016 79 $ 1.07 7.3 $ 442 Granted — $ — — $ — Exercised (b)(c) (39 ) $ 1.06 — $ 330 Forfeited or expired — $ — — $ — Outstanding at December 31, 2016 40 $ 1.08 6.5 $ 668 Granted — $ — — $ — Exercised (b)(c) (30 ) $ 1.08 — $ 694 Forfeited or expired — $ — — $ — Outstanding at December 31, 2017 10 $ 1.09 5.5 $ 223 Exercisable at December 31, 2017 9 $ 1.09 5.5 $ 209 (a) The intrinsic value of a stock option is the amount by which the market value of the underlying stock as of December 31, 2017 , and 2016 , exceeds the exercise price of the option multiplied by the number of shares represented by such stock option. (b) Shares issued upon the exercise of stock options are treated as newly issued shares. There were 30,498 shares issued during 2017 related to exercises of stock options. There were 35,606 shares issued during 2016 related to exercises of stock options. (c) There was no tax benefit recognized in 2017 or 2016 related to stock-based compensation for stock options. During the year ended December 31, 2017 and 2016 , no stock options were granted. The total fair value of stock options that vested for the years ended December 31, 2017 and 2016 was $92,000 and $269,000 , respectively. Accounting for Stock-Based Compensation Expense for stock-based compensation is recognized based upon estimated grant date fair value and is amortized over the requisite service period of the awards using the accelerated method. We offer awards which vest based on service conditions, performance conditions, or market conditions. For grants of SARs and stock options, we apply the Black-Scholes option-pricing model, a Monte Carlo Simulation, or a lattice model, depending on the vesting conditions, in determining the fair value of share-based payments to employees. These models incorporate various assumptions, including expected volatility and expected term. Through November of 2015, expected stock price volatilities were estimated using implied volatilities of comparable publicly-traded companies, given our limited trading history. Since December 2016, volatility has been calculated using the Company’s trading history. The expected term of the awards represents the estimated period of time until exercise, giving consideration to the contractual terms, vesting schedules and expectations of future employee behavior. The Company uses its best estimate and the simplified method for “plain vanilla” awards under GAAP for calculating the expected term, where applicable. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant with an equivalent remaining term. Compensation expense is recognized only for those awards expected to vest, with forfeitures estimated based on our historical experience and future expectations. In accordance with GAAP, compensation expense is not recognized for awards with performance vesting conditions until it is deemed probable that the underlying performance events will occur. All stock-based compensation expense is classified within SG&A expense in the consolidated statements of income. During the first quarter of 2017, the Company elected to early adopt ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, and as a result of this adoption, excess tax benefits of $4.2 million related to vested and exercised share-based compensation awards were recorded as a decrease in income tax expense in the consolidated statement of income. The Company has elected to continue its policy of estimating forfeitures in accordance with the update. None of the stock-based compensation was capitalized during the years ended December 31, 2017 or 2016 . The Black-Scholes option-pricing model was used with the following weighted average assumptions for the years ended December 31, 2017 and 2016 : Year Ended December 31, 2017 2016 Risk-free rate 1.8 % 1.4 % Expected life 4.7 years 4.9 years Expected volatility 64.8 % 58.7 % Expected dividend none none The following table summarizes stock-based compensation expense for the years ended December 31, 2017 and 2016 ($ in thousands): Year Ended December 31, 2017 2016 Restricted shares $ 5,760 $ 517 SARs 1,628 3,174 Stock options 16 101 $ 7,404 $ 3,792 The following table summarizes unrecognized stock-based compensation and the remaining period over which such stock-based compensation is expected to be recognized as of December 31, 2017 and 2016 ($ in thousands): 2017: Unrecognized Expense Weighted Average Remaining years Restricted shares $ 12,978 2.1 SARs 3,037 2.1 $ 16,015 2016: Restricted shares $ 2,086 2.1 SARs 1,492 2.0 Stock options 13 0.6 $ 3,591 These amounts do not include the cost of any additional awards that may be granted in future periods nor any changes in our forfeiture rate. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax We are the sole managing member of HPIH. HPIH is treated as a partnership for U.S. federal, and most applicable state and local income tax purposes. As a partnership, HPIH is not subject to entity-level federal or state income taxation. Any taxable income or loss generated by HPIH is passed through to, and included in, the taxable income or loss of its members, including us, on a pro rata basis. We are subject to U.S. federal, state and local income taxes on our allocable share of net taxable income or loss of HPIH, as well as any stand-alone income or loss generated by HIIQ. HIIQ’s subsidiary HP is subject to U.S. federal, state and local income taxes separately from HIIQ due to the ownership structure. The provision for income tax for the years ended December 31, 2017 and 2016 , consisted of the following components ($ in thousands): Year Ended December 31, 2017 2016 Current: Federal $ 2,473 $ 3,295 State 385 493 Total current taxes 2,858 3,788 Deferred: Federal 13,264 (7,736 ) State 696 (803 ) Total deferred taxes 13,960 (8,539 ) Income taxes $ 16,818 $ (4,751 ) For the year ended December 31, 2017 the provision for income taxes was $16.8 million . For the year ended December 31, 2016 the benefit for income taxes was $4.8 million . Deferred taxes on our investment in HPIH are measured on the difference between the carrying amount of our investment in HPIH and the corresponding tax basis of this investment. We do not measure deferred taxes on differences within HPIH, as those differences inherently comprise our deferred taxes on our external investment in HPIH. The items accounting for differences between the federal statutory income tax rate and our effective tax rate for the years ended December 31, 2017 and 2016 , are as follows: 2017 2016 U.S. federal income tax rate 35.0 % 35.0 % State income taxes, net of federal tax benefits 3.1 % (0.1 )% Tax Act 18.7 % — % Valuation allowance (10.6 )% (51.6 )% Operations of nontaxable subsidiary (8.0 )% (40.9 )% Stock-based compensation contribution — % (1.2 )% Non-deductible or non-taxable items 0.1 % 2.0 % Other 0.5 % — % Total 38.8 % (56.8 )% The effective tax rate for the year ended December 31, 2017 was 38.8% and the effective tax rate for the year ended December 31, 2016 was (56.8)% . The difference was mainly driven by the Tax Act, the change in the valuation allowance on the investment in HPIH that is deemed permanent in nature, and the non-controlling interest income. HP’s 2017 book loss generates a deferred tax benefit which is offset by a valuation allowance. On a standalone basis, the effective tax rate for the year ended December 31, 2017 for HIIQ and HP was 33.4% and 0.0% , respectively. The deferred income tax assets consisted of the following as of December 31, 2017 and 2016 ($ in thousands): Year Ended December 31, 2017 2016 Deferred tax assets: Investment in subsidiary $ 17,980 $ 16,715 Tax receivable agreement 3,991 3,789 Stock compensation 694 694 Net operating loss carryforwards 3,165 2,230 Allowance for doubtful accounts 5 4 Other 2 165 Total deferred tax assets 25,837 23,597 Less valuation allowances (9,250 ) (12,799 ) Deferred tax assets, net of valuation allowance 16,587 10,798 Deferred tax liabilities: Identifiable intangible assets (1,197 ) (2,383 ) Stock compensation (423 ) (225 ) Other (7 ) (9 ) Deferred tax assets, net $ 14,960 $ 8,181 As of December 31, 2017 , the Company had net deferred tax assets totaling approximately $15.0 million . Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. At December 31, 2017 and 2016 , HIIQ had no federal or state net operating loss carryforwards. Additionally, at December 31, 2017 and 2016 , HP had approximately $14.0 million and $5.7 million , respectively, of federal and state net operating loss carryforwards. These carryforwards are generally available through 2037 and start expiring in 2033. As of December 31, 2017, the Company determined that a valuation allowance of $9.3 million was necessary to reduce the HPIH outside basis deferred tax asset that is permanent in nature by $7.0 million and HP’s deferred tax assets by $2.3 million . We evaluate quarterly the positive and negative evidence regarding the expected realization of net deferred tax assets. The carrying value of our net deferred tax assets is based on our assessment as to whether it is more likely than not that we will generate sufficient future taxable income to realize these deferred tax assets. We had recorded a valuation allowance against all of the deferred tax assets of HIIQ and maintained a full valuation allowance on all of these deferred tax assets until December 31, 2016. When we determined that we would be able to realize our remaining deferred income tax assets in the foreseeable future, a release of the related valuation allowance resulted in the recognition of $8.1 million of deferred tax assets at December 31, 2016. Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur. The Tax Act On December 22, 2017, prior to the end of the Company’s fiscal year, the President of the United States signed into law H.R. 1, referred to as the “Tax Act.” The Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 118 (“SAB 118”) on December 22, 2017. SAB 118 provides up to a one-year measurement period from a registrant’s reporting period that includes the Tax Act’s enactment date to allow the registrant sufficient time to obtain, prepare and analyze information to complete the accounting required under ASC 740. The reduction of the U.S. federal tax rate from 35% to 21% resulted in tax expense of $12.6 million due to the re-measurement of our deferred tax assets. The reduction of the federal tax rate also resulted in a one-time increase to income of $11.8 million due to the reduction of the TRA liability. The overall net impact of these amounts reduced earnings by $775,000 . The reduction in the tax rate will also impact the company’s tax expense in future periods beginning in 2018. The Company is evaluating the other provisions of the Act and does not believe that the other provisions will have a material impact on the consolidated financial statements, if any. Uncertain Tax Positions We account for uncertainty in income taxes using a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Such amounts are subjective, as a determination must be made on the probability of various possible outcomes. We reevaluate uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Such a change in recognition and measurement could result in recognition of a tax benefit or an additional tax provision. As of December 31, 2017 and 2016 , respectively, we did no t have a balance of gross unrecognized tax benefits, and as such, no amount would favorably affect the effective income tax rate in any future periods. The Company accounts for interest and penalties associated with uncertain tax positions as a component of tax expense, and none were included in the Company’s financial statements as there are no uncertain tax positions outstanding as of December 31, 2017 and 2016 , respectively. The Company’s 2013 through 2016 tax years remain subject to examination by tax authorities. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income per Share The computations of basic and diluted net income per share attributable to HIIQ for the years ended December 31, 2017 and 2016 were as follows ($ in thousands, except share and per share data): Year Ended December 31, 2017 2016 Basic net income attributable to Health Insurance Innovations, Inc. $ 17,885 $ 4,513 Weighted average shares—basic 10,970,995 7,599,533 Effect of dilutive securities: Restricted shares 340,141 89,126 SARs 606,029 176,801 Stock options 20,560 43,775 Weighted average shares—diluted 11,937,725 7,909,235 Basic net income per share attributable to Health Insurance Innovations, Inc. $ 1.63 $ 0.59 Diluted net income per share attributable to Health Insurance Innovations, Inc. $ 1.50 $ 0.57 Potential common shares are included in the diluted net loss per share calculation when dilutive. Potential common shares consist of Class A common stock issuable through restricted stock grants, stock options, and SARs and are calculated using the treasury stock method. The following securities were not included in the calculation of diluted net income per share for the respective periods because such inclusion would be anti-dilutive (in thousands): Year Ended December 31, 2017 2016 Restricted shares 860 284 SARs 251 1,179 Stock options — — Additionally, potential common stock totaling 3,841,667 shares at December 31, 2017 and 6,841,667 shares at December 31, 2016 issuable under an exchange agreement were not included in diluted shares because such inclusion would be antidilutive. See Note 12 for further details on the exchange agreement. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. Our President and Chief Executive Officer is our named CODM. The CODM reviews our financial information in a manner substantially similar to the accompanying consolidated financial statements. As such, at December 31, 2017 and 2016 , we had one reportable operating and geographic segment. The Company periodically reviews the structure of our organization and CODM communications to assess the continued appropriateness of our segment reporting. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases We lease office space to conduct our operations which expire between 2017 and 2019 . The office space operating lease agreements contain rent holidays and rent escalation provisions. Rent holidays and rent escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. The difference between cash rent payments and straight-line rent expense was $15,000 and $34,000 as of December 31, 2017 and 2016 , respectively. Total rent expense under all operating leases, which includes equipment, was $618,000 and $504,000 for the years ended December 31, 2017 and 2016 , respectively, and is included in SG&A expenses in the accompanying consolidated statements of income. As of December 31, 2017 , the future minimum lease payments under noncancellable operating leases were as follows ($ in thousands): 2018 $ 569 2019 371 2020 — 2021 — 2022 — Total minimum lease payments $ 940 BimSym Agreements On August 1, 2012, the Company entered into a software assignment agreement with BimSym eBusiness Solutions, Inc. (“BimSym”) for our exclusive ownership of all rights, title and interest in the technology platform (“A.R.I.E.S. System”) developed by BimSym and utilized by us. As a result of the agreement, we purchased the A.R.I.E.S. System, our proprietary sales and member administration platforms, for $45,000 and this purchase was capitalized and recorded as an intangible asset. In connection with this agreement, we simultaneously entered into a master services agreement for the technology, under which we are required to make monthly payments of $26,000 for five years. After the five -year term, this agreement automatically renews for one -year terms unless we give 60 days’ notice. As of August 1, 2017, the Company had fulfilled its commitment under the agreement and had not provided notice of cancellation to BimSym thereby automatically renewing the agreement for an additional one-year term. Additionally, on August 1, 2012, the Company also entered into an exclusivity agreement with BimSym whereby neither BimSym nor any of its affiliates would create, market or sell a software, system or service with the same or similar functionality as that of A.R.I.E.S. System under which we were required to make monthly payments of $16,000 for five years . The present value of these payments was capitalized and recorded as an intangible asset with a corresponding liability on the accompanying consolidated balance sheets. As of August 1, 2017, both parties to the agreement had fulfilled their commitment. Tax Receivable Agreement On February 13, 2013, we entered into a TRA with the holders of the HPIH Series B Membership Interests, which holders are beneficially owned by Michael W. Kosloske, our founder and Chief of Product Innovation. The TRA requires us to pay to such holders 85% of the cash savings, if any, in U.S. federal, state and local income tax we realize (or are deemed to realize in the case of an early termination payment, a change in control or a material breach by us of our obligations under the TRA) as a result of any possible future increases in tax basis and of certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA itself. This is HIIQ’s obligation and not an obligation of HPIH. HIIQ will benefit from the remaining 15% of any realized cash savings. For purposes of the TRA, cash savings in income tax is computed by comparing our actual income tax liability with our hypothetical liability had we not been able to utilize the tax benefits subject to the TRA itself. The TRA became effective upon completion of the IPO and will remain in effect until all such tax benefits have been used or expired, unless HIIQ exercises its right to terminate the TRA for an amount based on the agreed payments remaining to be made under the agreement or HIIQ breaches any of its material obligations under the TRA in which case all obligations will generally be accelerated and due as if HIIQ had exercised its right to terminate the agreement. Any potential future payments will be calculated using the market value of our Class A common stock at the time of the relevant exchange and prevailing tax rates in future years and will be dependent on us generating sufficient future taxable income to realize the benefit. Payments are generally due under TRA within a specified period of time following the filing of our tax return for the taxable year with respect to which payment of the obligation arises. Exchanges of Series B Membership Interests, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock, are expected to increase our tax basis in our share of HPIH’s tangible and intangible assets. These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that we would otherwise be required to pay in the future. As of December 31, 2017 , Series B Membership Interests, together with an equal number of shares of Class B common stock have been exchanged for a total of 4,825,000 shares of Class A common stock subsequent to the IPO. See Note 7 for further information on these issuances of Class A common stock. As a result of the exchanges noted above, we have recorded a liability of $16.2 million pursuant to the TRA as of December 31, 2017 . The TRA liability was significantly impacted by the Tax Act which resulted in an $11.8 million decrease in the liability as a result of revaluing the related deferred tax asset at the lower enacted corporate tax rates expected to be in effect at time of realization. We have determined that this TRA amount is probable of being paid based on our estimates of future taxable income. This liability represents the share of tax benefits payable to the entities beneficially owned by Mr. Kosloske, if we generate sufficient taxable income in the future. As of December 31, 2016, management reversed the deferred tax asset valuation allowance relating to the TRA. This decision was based on historical earnings, and the outlook of future earnings. The exchange transactions created a tax benefit to be shared by the Company and the entities beneficially owned by Mr. Kosloske. As of December 31, 2017 , we have made $1.2 million of cumulative payments under the TRA. See Note 9 for further information on the income tax implications of the TRA. Legal Proceedings The Company is subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business. The Company accrues losses associated with legal claims when such losses are probable and reasonably estimable. If the Company determines that a loss is probable and cannot estimate a specific amount for that loss, but can estimate a range of loss, the best estimate within the range is accrued. If no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. Estimates are adjusted as additional information becomes available or circumstances change. Legal defense costs associated with loss contingencies are expensed in the period incurred. State Regulatory Examinations Indiana Multistate Market Conduct Examination The Company received notification in April 2016 from the Indiana Department of Insurance that a multistate examination had been commenced providing for the review of HCC Life Insurance Company’s (“HCC”) short-term medical plans, Affordable Care Act compliance, marketing, and rate and form filing for all products. In May 2016, the Company received notice that the Market Actions Working Group of the National Association of Insurance Commissioners determined that the examination would become a multistate examination of the Company, which included forty-three (43) states. As the Company was a program manager of HCC products at that time, the notification indicated that the multistate examination would include a review of the activities of the Company and a review of whether the Company’s practices are in compliance with Indiana insurance law and the similar laws of other states participating in the examination. The Company received additional requests on March 16, 2017 in the form of an Expanded Warrant “subpoena” expanding the scope and time period of the examination to include a review of the Company’s marketing, sales, and administration of insurance products for all parties with whom the Company conducted business. The Company has provided the information requested by the expanded warrant. On February 1, 2018, revised February 8, 2018, a letter request was provided to the Company requesting the same information covered by the previously issued warrant, but for carriers other than HCC, for a limited number of categories of previously requested information. The Company is currently providing the information sought in the letter request. The Company is now and has been cooperating fully with the examiners. To date, there have been no reported findings of any sort, no breaches and specifically, no findings of wrong doing against the Company. In addition to the multistate examination led by Indiana, we are aware that several other states, including Florida and South Dakota are reviewing the sales practices and potential unlicensed sale of insurance by independently owned and operated third-party licensed-agent call centers utilized by the Company. The Company is aware of and managing additional claims and inquiries in other states that, except for the inquiries described below, the Company does not believe are material at this time. Except as otherwise described below, it is too early to determine whether any of these regulatory examinations will have a material impact on the Company. The Company is proactively communicating and cooperating with all applicable regulatory agencies, and has provided a detailed action plan to regulators that summarizes the Company’s enhanced compliance and control mechanisms. Montana Regulatory Action In May 2016, the Company received notification from the Office of the Montana State Auditor, Commissioner of Securities and Insurance (“CSI”) that an administrative action had been initiated against it. On October 31, 2017, the Company was dismissed from the action. As a result, the Company’s exposure related to this matter, if any, is solely tied to Montana’s involvement in the multistate examination. Massachusetts Regulatory Action The Company received notification of a civil investigative demand from the Massachusetts Attorney General’s Office (“MAG”) on June 16, 2016. The MAG has requested certain information and documents from the Company which will be used to review the Company’s sales and marketing practices to ensure the Company is in compliance with Massachusetts laws and regulations. Additionally, the Company’s materials and sales and marketing practices are being evaluated in order to ensure that they are neither deceptive nor do they constitute unfair trade practices. The Company continues to provide all requested documents and materials requested by the MAG. The Company continues to cooperate with the MAG in the interest of bringing the matter to an agreeable conclusion. While the MAG has indicated it is amenable to exploring all available options, it is still too early to assess whether the MAG’s investigation will result in a material impact on the Company. The Company believes that based on the nature of the allegations raised by the MAG, a loss arising from the future assessment of a civil penalty against the Company is probable. Notwithstanding, due to the relatively procedural stage of the investigative process, the settlement of another party (a carrier) for the same set of allegations, and the fact that the Company has neither requested nor received evidentiary material from the MAG, the Company is currently unable to estimate the amount of any potential civil penalty or determine a range of potential loss under the MAG’s investigation of the Company. It is possible there may be no financial loss, a nominal or minimal loss, or some other mutually satisfactory resolution reached with the MAG in connection with the MAG’s investigation of the Company. Texas Regulatory Action In September 2016, the Texas Department of Insurance (“TDI”) notified the Company that it has instituted an enforcement action to investigate alleged violations of advertising rules and third-party administrator license requirements in connection with the sale of the Company’s products. In connection with the investigation, the TDI requested certain information, records, and explanations, to which the Company responded. On February 8, 2018, the TDI notified the Company that it had closed the investigation effective February 2, 2018. The TDI verbally indicated that the inquiry has been coded as an “internal inquiry and review that resulted in a finding of ‘no violation’ with no disciplinary action taken.” The matter is considered resolved without penalty or fine from the TDI. We are proactively communicating and cooperating with all regulatory agencies involved in the above-described examinations and actions and we have recently developed and enhanced our compliance and control mechanisms. However, it is too early to determine whether any of these regulatory matters will have a material impact on our business (except Texas, as described above). Any adverse finding could result in significant penalties or other liabilities and/or a requirement to modify our marketing or business practices and the practices of our third-party independent distributors, which could harm our business, results of operations or financial condition. Moreover, an adverse regulatory action in one jurisdiction could result in penalties and adversely affect our license status or reputation in other jurisdictions due to the requirement that adverse regulatory actions in one jurisdiction be reported to other jurisdictions. Claims that involve independently licensed third-party insurance agencies and their agents, and independent insurance carriers, in which the Company is named as a co-defendant The Company has received claims from insureds relating to lack of carrier coverage, claims handling, and alleged deceptive sales practices relating to independent insurance carriers. In some situations, those claims also include third-party independent sales agencies with allegations relating to deceptive sales practices. In each of these individual insureds’ claims, the Company attempts to dismiss, challenge or resolve the claims as quickly as possible. Recently, in the Azad, et al. v. Tokio Marine HCC, et al. , Case No. Case 3:17-cv-00618, U.S. District Court for the Northern District of California, (“Azad case”), the Company received a non-certified class action complaint alleging that an independent third-party agent and the independent insurance carrier misrepresented the type and availability of coverage and also was deficient in claims intake, handling, processing and payouts. The Company was named as an additional defendant in the case. The federal court dismissed the Company ruling that the alleged violations were issues for the independent agent and carrier to address, and not correctly pled against the Company. The Azad case dismissal on September 22, 2017 was with prejudice so the Company was relieved of liability in that regard. The Company independently filed its own lawsuit against that same carrier, HCC, seeking that the Court ascertain and declare the rights and obligations between the parties. That declaratory action was filed in Hillsborough County, Florida and is styled as Health Insurance Innovations, Inc., et al. v. HCC Medical Insurance Services, LLC, et al. , Case No. 17-CA-6679. This declaratory action was filed in response to indemnity demands that the Company received from HCC. No lawsuit has been filed against the Company by HCC, and on August 18, 2017, HCC sent a letter to the Company limiting the scope of its indemnification demand to the Montana administrative matter discussed above (that the Company has been dismissed from), the multistate review discussed above, and the Azad case. Following the Company’s dismissal from the Azad case, on September 29, 2017 HCC sent an additional letter to the Company further limiting the scope of its indemnification demand by removing the Azad case. In January 2018, the Company was named as a defendant in a non-certified class action complaint styled as Aliquo, et al. v. HCC Medical Insurance Services, LLC, et al ., Case No. 18-cv-18, U. S. District Court for the Southern District of Indiana ("Aliquo case"). While the matter is still in its earliest stages of being evaluated, similar to other cases involving the conduct of independent insurance carriers and independent sales agencies, the allegations revolve largely around the conduct of independent insurance carriers related to the claims handling, processing, and resolution process, though the complaint also alleges that potentially deceptive sales practices and unfair trade practices or misrepresentations may also have occurred. The Aliquo case, which largely attempts to bring claims under the RICO Act, seeks to link the Company’s marketing efforts to the independent carriers’ conduct of alleged improper claims handling, post-claims underwriting, and denials despite the Company being uninvolved in either the claims-handling aspect of the process. An additional claim for breach of contract is alleged solely against the independent insurance carriers. Similar to the Azad case described above, the Company will continue to assert that it doesn’t engage in post- claims underwriting or claims handling as complained of in the case. While it is possible that a loss may arise from this case, the amount of such loss is not known or estimable at this time. Similarly, in the Sean McMaster and Kim McMaster v. Companion Life Ins. Co., et al. , Case No. CV2017-006414, Superior Court for the State of Arizona in the County of Maricopa, there are allegations of denied and deficient claims handling relating to another insurance carrier in which the Company was also named as a defendant. The Company is asserting defenses against the claims not limited to that it doesn’t adjudicate claims and made no misrepresentations to McMaster. While it is possible that a loss may arise from this case, the amount of such loss is not known or estimable at this time. Similar again, is the Charles M. Butler, III and Chole Butler v. Unified Life Ins. Co., et al. , Case No. 17-cv-00050-SPW-TJC, U.S. District Court for the District of Montana (Billings Div.) (“Butler case”), in which allegations of misrepresentation and claims handling were made against the independent insurance agency and a carrier, and the plaintiff also named the Company as a party. The Butler case is in the procedural stage of discovery and motion practice. The Company is asserting defenses against the claims not limited to that it doesn’t adjudicate claims and made no misrepresentations to Butler. While it is possible that a loss may arise from this case, the amount of such loss is not known or estimable at this time. Other Purported Securities Class Action Lawsuits In September 2017, three putative securities class action lawsuits were filed against the Company and certain of its current and former executive officers. The cases are styled Cioe Investments Inc. v. Health Insurance Innovations, Inc., Gavin Southwell, and Michael Hershberger , Case No. 1:17-cv-05316-NG-ST, filed in the U.S. District Court for the Eastern District of New York on September 11, 2017; Michael Vigorito v. Health Insurance Innovations, Inc., Gavin Southwell, and Michael Hershberger , Case No. 1:17-cv-06962, filed in the U.S. District Court for the Southern District of New York on September 13, 2017; and Shilpi Kavra v. Health Insurance Innovations, Inc., Patrick McNamee, Gavin Southwell, and Michael Hershberger , Case No. 8:17-cv-02186-EAK-MAP, filed in the U.S. District Court for the Middle District of Florida on September 21, 2017. All three of the foregoing actions (the “Securities Actions”) were filed after a decline in the trading price of the Company’s common stock following the release of a report authored by a short-seller of the Company’s common stock raising questions about, among other things, the Company’s public disclosures relating to the Company’s regulatory examinations and regulatory compliance. All three of the Securities Actions, which are based substantially on the allegations raised in the short-seller report, contain substantially the same allegations and allege that the Company made materially false or misleading statements or omissions relating to regulatory compliance matters, particularly regarding to the Company’s application for a third-party administrator license in the State of Florida. The Securities Actions allege violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SEC Rule 10b-5, and Section 20(a) of the Exchange Act. According to the filed complaints, the p laintiffs in the Securities Actions are seeking an undetermined amount of damages, interest, attorneys’ fees and costs on behalf of putative classes of individuals and entities that acquired shares of the Company’s common stock on periods ending September 11, 2017. The Cioe Investments and Vigorito cases have been transferred to the U.S. District Court for the Middle District of Florida, and on December 28, 2017, they were consolidated with the Kavra matter under the case caption, In re Health Insurance Innovations Securities Litigation , Case No. 8:17-cv-2186-EAK-MAP (M.D. Fla.). On February 6, 2018, the court appointed a lead plaintiff and lead counsel and ordered that lead plaintiff shall file and serve a consolidated complaint no later than 45 days after the order, that is, by March 23, 2018. The Company intends to vigorously defend against the claims. It is possible that similar lawsuits may yet be filed in the same or other courts that name the same or additional defendants. TPA Licensure On February 14, 2018, the OIR executed a consent order granting a Certificate of Authority to conduct business as a third-party insurance administrator in the State of Florida to HPIH. The consent order and Certificate of Authority were granted pursuant to an application submitted to the OIR by HPIH in October 2017. In the consent order, which sets forth terms and conditions associated with the license, the OIR assessed a fine of $140,000 as a result of a finding by the OIR (which HPIH did not contest) that HPIH conducted business as an insurance administrator in the State of Florida prior to HPIH’s submission of the application. Telephone Consumer Protection Act The Company has received a number of private-party claims relating to alleged violations of the federal Telephone Consumer Protection Act ("TCPA") by its independently owned and operated licensed-agent distributors, alleging that their marketing activities were potentially unlawful. Additionally, the Company has been named as a defendant in multiple lawsuits relating to alleged TCPA matters, including claims styled, but not yet certified, as class actions. There are three primary cases filed in the courts by Plaintiffs Craig Cunningham, Kenneth Moser, and Amandra Hicks, each styled as a class action but not yet certified, and each Plaintiff alleging or seeking damages ranging from $160,000 to over $5,000,000 . The Company is defending these claims and has filed motions to dismiss or the equivalent in each matter. On February 13, 2018, the Company successfully obtained a dismissal from the Cunningham case. The Company is presently reviewing the remaining matters and reviewing distributor compliance, and enhancing existing compliance. While these types of claims have previously settled, been dismissed, or resolved without any material effect on the Company, there is a possibility in the future that one or more could have a material effect. While it is possible that a loss may arise from these cases, the amount of such loss is not known or estimable at this time. The Company requires that its independently owned and operated licensed-agent distributors reimburse or indemnify it for any such settlements. Data and Privacy The Company has previously received inquiries but no claims, litigation, or findings of violation relating to alleged data loss and/or privacy breaches relating to affiliated companies. Each allegation is investigated upon receipt and handled promptly to resolution. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan We sponsor a benefit plan to provide retirement benefits for our employees, known as the Health Plan Int Holdings LLC 401(k) Profit Sharing Plan & Trust (the “Plan”). Participants may make voluntary contributions to the Plan from their annual base pre-tax compensation, cash bonuses, and commissions in an amount not to exceed the federally determined maximum allowable contribution amounts. For each of the years ended December 31, 2017 , and 2016 , the base maximum allowable contribution amount was $18,000 . The Plan also permits for discretionary Company contributions. For each of the years ended December 31, 2017 and 2016 , the Company accrued $56,000 for discretionary matching contributions to participants. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related-Party Transaction Health Plan Intermediaries, LLC HPI and its subsidiary HPIS, which are beneficially owned by Mr. Kosloske, are related parties by virtue of their Series B Membership interests in HPIH, of which we are managing member. During the years ended December 31, 2017 , and 2016 , HPIH paid cash distributions of 5.5 million and $2.0 million , respectively, to these entities related to estimated federal and state income taxes, pursuant to the operating agreement entered into by HPIH and HPI. At December 31, 2017 , the Company has accrued $638,000 in distributions owed but not yet paid under the operating agreement. The distribution made during the year ended December 31, 2017 included $2.8 million that was accrued as of December 31, 2016 . Distributions by HPIH to its members Pursuant to the operating agreement of HPIH, we determine when distributions will be made to the members of HPIH and the amount of any such distributions, except that HPIH is required by the operating agreement to make certain pro rata distributions to each member of HPIH quarterly on the basis of the assumed tax liabilities of the members. Members of HPIH, including HIIQ, incur U.S. federal and state income taxes on their allocable share of any net taxable income of HPIH. Net profits and net losses of HPIH are generally allocated to its members pro rata in accordance with the percentage interest of the units they hold. In accordance with the operating agreement of HPIH, we cause HPIH to make cash distributions to its members for purposes of funding their tax obligations in respect of the income of HPIH that is allocated to them. Generally, these tax distributions are computed based on our estimate of the net taxable income of HPIH allocable to the member multiplied by an assumed tax rate equal to the highest marginal effective federal, state and local income tax rate applicable for an individual or corporation taking into account any allowable deductions. Additional amounts may be distributed to us if needed to meet our tax obligations and our obligations pursuant to the TRA. As of December 31, 2017 , there were $638,000 of distributions to its members declared but unpaid and reported in due to member on the consolidated balance sheet. Tax Receivable Agreement As discussed in Note 12, on February 13, 2013, we entered into a tax receivable agreement with the holders of HPIH Series B Membership Interests, which are beneficially owned by Mr. Kosloske. As of December 31, 2017 , re-measurement of the TRA liability as a result of the Tax Act reduced our obligation by $11.8 million . We are obligated to pay $16.2 million pursuant to the TRA, of which $1.1 million was included in current liabilities and $15.1 million was included in long-term liabilities on the accompanying consolidated balance sheet. As of December 31, 2017 , we have made cumulative payments under the TRA of $1.2 million . As of December 31, 2016 , there was $10.0 million payable pursuant to the TRA, of which $521,000 was included in current liabilities and $9.5 million was included in long-term liabilities on the accompanying consolidated balance sheets. Reinsurance Insurance carriers with which we do business often reinsure a portion of their risk. From time to time, entities owned or affiliated with Michael Kosloske, serve as reinsurers for insurance carriers that offer products sold by HPIH. |
Concentrations of Credit Risk a
Concentrations of Credit Risk and Significant Customers | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers Accounts receivable, net were $2.9 million and $882,000 as of December 31, 2017 and 2016 , respectively and is included as a component of accounts receivable, net, prepaid expenses, and other current assets in the accompanying consolidated balance sheets. As of December 31, 2017 we had two customers who made up approximately 26% of the net accounts receivable balance. As of December 31, 2016 we had two customers who made up approximately 43% of the accounts receivable, net balance. Advanced commissions were $39.5 million and $37.0 million as of December 31, 2017 , and 2016 , respectively. For the year ended December 31, 2017 , two distributors accounted for 60% of our advanced commissions balance compared to the two distributors who accounted for 81% for the year ended December 31, 2016 . Revenues primarily consist of commissions and fees earned for health insurance policies and supplemental products issued to members, referral fees, and fees for discount benefit plans paid by members as a direct result of our enrollment services, brokerage services or referral sales. No members individually accounted for 10% or more of the Company’s revenue for the years ended December 31, 2017 or 2016 . For the year ended December 31, 2017 , three carriers accounted for 54% of our premium equivalents and for the year ended December 31, 2016 , three carriers accounted for 60% of our premium equivalents. For the year ended December 31, 2017 , Federal Insurance Company ("CHUBB") accounted for 26% , Everest Reinsurance Company accounted for 17% , and Companion Life Insurance Company accounted for 11% , of our premium equivalents. The Company anticipates that its premium equivalents in 2018 will continue to be concentrated among a small number of carriers, although as a part of the Company’s strategy of improving and increasing its product mix by seeking to add innovative new products, the Company anticipates that its carrier concentration may decrease. The Company maintains its cash and cash equivalents at various financial institutions where we are insured by the Federal Deposit Insurance Corporation up to $250,000 . The balances of these accounts from time to time exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Organization, Basis of Presen23
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Organizational Structure of the Company | Business Description and Organizational Structure of the Company Our Business We are a cloud-based technology platform and distributor of affordable individual and family health insurance plans (“IFP”) which include short-term medical (“STM”) insurance plans, and guaranteed-issue and underwritten health benefit insurance plans ("HBIP"), previously referred to as hospital indemnity plans. Through our technology platform, we also offer supplemental products which include a variety of additional insurance and non-insurance products that are frequently purchased as supplements to IFPs. We work in concert with carriers to help them develop products for our target markets. We are not an insurer and do not process or pay claims. The health insurance products we help develop are underwritten by third-party insurance carriers with whom we have no affiliation apart from our contractual relationships. We assume no underwriting, insurance or reimbursement risk. We help design and structure IFPs and supplemental products in concert with insurance carriers and discount benefit providers. We market products to individuals through our internal distribution network, and we also use an external distribution network consisting of independently owned and operated licensed-agent call centers to market to individuals. For both our internal distribution network and our external distribution network, we collect money and manage the member's non-claims related experience for the IFPs and supplemental products. STM plans feature a streamlined underwriting process offering immediate coverage options. STM plans generally offer qualifying individuals insurance benefits for fixed short-term durations. STM plans provide up to three months of health insurance coverage with a wide range of deductible and copay levels. In 2016, the Internal Revenue Service, the Employee Benefits Security Administration, and the U.S Department of Health and Human Services, collectively “HHS,” published Internal Revenue Bulletin 2016-47, which provided that, effective January 1, 2017, all STM plans submitted before April 1, 2017 must terminate no later than December 31, 2017, and effective April 1, 2017, new limits were set on STM duration to periods of less than three months but allowing for re-applications with the same or different health insurance carrier. On February 20, 2018, the Departments of Health and Human Services, Labor, and Treasury, proposed a new rule that would change the way that short-term, limited duration insurance coverage (or short-term plans) is regulated. The proposed rule was developed in response to President Trump's executive order from October 2017 that directed the federal government to expand access to short-term plans, association health plans, and health reimbursement arrangements. The new rule would extend the maximum duration of these plans from three months to "less than 12 months" (which could be as long as 364 days). The new rule also includes updated notice requirements. The proposed rule specifies that these new requirements would go into effect 60 days after publication of the final rule in the Federal Register. Comments from stakeholders regarding the proposed rule will be accepted until late April 2018. The Departments of Health and Human Services, Labor, and Treasury, will then need to consider these comments, draft a final rule, undergo inter-agency review, and then obtain approval by the Office for Management and Budget before releasing the final rule. HBIPs are insurance products which include both guaranteed-issue and underwritten plans that pay fixed cash benefits, and additional benefits for certain plans, for covered procedures and services for individuals under the age of 65. These highly customizable products are generally on an open-provider network without copayments or deductibles and do not have defined policy term lengths. We provide numerous low-cost supplemental insurance and discount benefit products, including pharmacy benefit cards, dental plans, vision plans, cancer/critical illness plans, deductible and gap protection plans, and life insurance policies that are frequently purchased as supplements to IFPs. These are typically monthly programs with automatic renewal that are not affected by the changes to rules relating to the maximum duration or renewal of STM products. We manage member relations via email, through our online member portal, which is available 24 hours a day, seven days a week, and via telephone. Our online enrollment process allows us to aggregate and analyze consumer data and purchasing habits to track market trends and drive product innovation. Our scalable, proprietary, and web-based technology platform provides members immediate access to the products we sell through our internal and third-party distribution channels. Members can tailor product selections to meet their personal insurance and budget needs, buy policies and print policy documents and identification cards in real-time. Our technology platform uses abbreviated online applications, some with health questionnaires, to provide an immediate "accept or reject" decision using rules and criteria determined by the carriers for the products we offer. Once an application is accepted, individuals can use our automated payment system to complete the enrollment process and obtain instant electronic access to their policy fulfillment documents, including the insurance policy, benefits schedule and identification cards. We receive credit card and Automated Clearing House (“ACH”) payments directly from members at the time of sale. Our technology platform provides scalability and, on a per-policy-basis, reduces the costs associated with marketing, selling, and administering policies. Our sales of IFP and supplemental products focus on the under-penetrated segment of the U.S. population who are uninsured or underinsured. These respective classes include individuals not covered by employer-sponsored insurance plans, such as the self-employed, small business owners and their employees, individuals who are unable to afford the rising cost of IMM premiums, underserved “gap populations” that require insurance due to changes caused by life events, such as new graduates, divorcees, early retirees, military discharges, the unemployed, part-time and seasonal employees and potential members seeking health insurance between the open enrollment periods created under the Patient Protection and Affordable Care Act (“PPACA”). As the managing general underwriter and/or broker of IFP and supplemental products, we receive all amounts due in connection with the plans we sell and administer on behalf of the service providers. We refer to these total collections as "premium equivalents," which typically represent a combination of premiums, fees for discount benefit plans, enrollment fees, and direct commission payments. From premium equivalents, we remit risk premiums to carriers and amounts earned by discount benefit plan providers, who we refer to as third-party obligors, as such carriers and third-party obligors are the ultimate parties responsible for providing the insurance coverage or discount benefits to the member. Our revenues consist of the net balance of the premium equivalents. We collect premium equivalents upon the initial sale of the plan and then monthly upon each subsequent periodic payment under such plan. We receive most premium equivalents through online credit card or ACH processing. As a result, we have limited accounts receivable. We generally remit the risk premium to the applicable carriers and the amounts earned by third-party obligors on a monthly basis based on their respective compensation arrangements. We also provide consumers with access to health insurance information search and comparison technology through our website, HealthPocket.com. This website allows consumers to easily and clearly compare and rank health insurance plans available for an individual, family or small business, empowering consumers to make health plan decisions and reduce their out-of-pocket costs. In 2015, we launched a direct-to-consumer insurance website that allows consumers to research health insurance trends, comparison shop, and purchase IFP under the AgileHealthInsurance® brand. AgileHealthInsurance.com (“Agile”) is one of the few internet sites dedicated to helping consumers understand the benefits of Term Health Insurance and HBIP. We use the term “Term Health Insurance” to refer to fixed-term health insurance products of less than one year in duration, such as STM plans. These IFP plans are the culmination of extensive research on health insurance needs in the PPACA era, and we believe consumers will be able to find affordable prices for these plans on Agile. Agile utilizes what we believe is a best-in-class plan comparison and online enrollment tool for STM and HBIP. Our History Our business began operations as HPI in 2008. To facilitate the IPO, HIIQ was incorporated in the State of Delaware in October 2012. In November 2012, through a series of transactions, HPI assigned the operating assets of our business to HPIH, and HPIH assumed the operating liabilities of HPI. Since November 2012, we have operated our business through HPIH and its subsidiaries. Our Reorganization and IPO HIIQ sold 4,666,667 shares of common stock for $14.00 per share in the IPO on February 13, 2013. Simultaneous with the offering, HIIQ obtained a 35% membership interest, 35% economic interest and 100% of the voting interest in HPIH. Upon completion of the offering, HIIQ became a holding company the principal asset of which is its interest in HPIH. All of HIIQ’s business is conducted through HPIH and its subsidiaries. HIIQ is the sole managing member of HPIH and has 100% of the voting rights and control. HIIQ has two classes of outstanding capital stock: Class A common stock and Class B common stock. Class A shares represent 100% of the economic rights of the holders of all classes of our common stock to share in our distributions. Class B shares do not entitle their holders to any dividends paid by, or rights upon liquidation of, HIIQ. Shares of our Class A common stock vote together with shares of our Class B common stock as a single class, except as otherwise required by law. Each share of our Class A common stock and our Class B common stock entitles its holder to one vote. As of December 31, 2017 , Mr. Kosloske, our Chief of Product Innovation, beneficially owns 23.7% of our outstanding Class A common stock and Class B common stock on a combined basis, which equals his combined economic interest in the Company. HPIH has two series of outstanding equity: Series A Membership Interests, which may only be issued to HIIQ, as sole managing member, and Series B Membership Interests. The Series B Membership Interests are held by HPI and HPIS, entities beneficially owned by Mr. Kosloske. As of December 31, 2017 , and 2016 , (i) the Series A Membership Interests held by HIIQ represent 76.3% and 54.0% , respectively, of the outstanding membership interests, 76.3% and 54.0% , respectively, of the economic interests and 100% of the voting interests in HPIH and (ii) the Series B Membership Interests held by the entities beneficially owned by Mr. Kosloske represent 23.7% and 46.0% , respectively, of the outstanding membership interests, as well as 23.7% and 46.0% , respectively, of the economic interests and no voting interest in HPIH. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The consolidated financial statements include the accounts of Health Insurance Innovations, Inc., its wholly owned subsidiaries, one of which is a Variable Interest Entity (“VIE”), of which the Company is the primary beneficiary. See Note 2 for further information on the VIE. All significant intercompany balances and transactions have been eliminated in preparing the consolidated financial statements. The results of operations for business combinations are included from their respective dates of acquisition. Noncontrolling interests are included in the consolidated balance sheets as a component of stockholders’ equity that is not attributable to the equity of the Company. We report separately the amounts of consolidated net loss or income attributable to us and noncontrolling interests. As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we benefit from certain temporary exemptions from various reporting requirements, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have also elected under the JOBS Act to delay the adoption of new and revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. These exemptions will apply for a period of five years following the completion of our IPO which closed on February 13, 2013. The Company will cease to be an emerging growth company as of December 31, 2018. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements. These estimates also affect the reported amounts of revenue and expenses during the reporting periods. Actual results could differ materially from those estimates. |
Revenue Recognition | Revenue Recognition Our revenues primarily consist of commissions and fees earned for health insurance policies and supplemental products issued to members, referral fees, and fees for discount benefit plans paid by members as a direct result of our enrollment services, brokerage services or referral sales. Revenues reported by the Company are net of risk premiums remitted to insurance carriers and fees paid for discount benefit plans. Revenues are net of an allowance for policies expected to be canceled by members during a limited cancellation period. We establish an allowance for estimated policy cancellations through a charge to revenues. The allowance is estimated using historical data to project future experience. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported. We periodically review the adequacy of the allowance and record adjustments as necessary. The net allowance for estimated policy cancellations as of December 31, 2017 and 2016 was $471,000 and $641,000 , respectively. Commission rates for our products are agreed to in advance with the relevant insurance carrier and vary by carrier and policy type. Under our carrier compensation arrangements, the commission rate schedule that is in effect on the policy effective date governs the commissions over the life of the policy. All amounts due to insurance carriers and discount benefit vendors are reported and paid to them in accordance with contractual agreements. In addition, we earn enrollment and administration fees on policies issued. All amounts due to insurance carriers and discount benefit vendors are reported and paid to them according to the procedures provided for in the contractual agreements between the individual carrier or vendor and us. Risk premiums are typically reported and remitted to insurance carriers on the 15th of the month following the end of the month in which they are collected. Revenue related to enrollment and administration fees are recognized upon collection from the member. In concluding that revenues should be reported on a net basis, we considered Financial Accounting Standards Board (“FASB”) requirements and whether we have the responsibility to provide the goods or services to the customer or if we rely on a supplier to provide the goods or services to the customer. We are not the ultimate party responsible for providing the insurance coverage or discount benefits to the member and, therefore, we are not the primary obligor in the arrangement. The supplier, or insurance carrier, bears the risk for that insurance coverage. We therefore report our revenues net of amounts paid to the contracted insurance carrier companies and discount benefit vendors. |
Third Party Commissions and Advanced Commissions | Third-Party Commissions and Advanced Commissions We utilize a broad network of licensed third-party distributors, in addition to our internal distributors to sell the plans that we help develop. We pay commissions to these distributors based on a percentage of the policy premium that varies by type of policy. We also pay fees to some distributors for discount benefit plans issued. Advanced commissions outstanding as of December 31, 2017 and 2016 totaled $39.5 million and $37.0 million , respectively. Advanced commissions consist of amounts advanced to certain third-party distributors. We perform ongoing credit evaluations of our distributors, all of which are located in the United States. We recover the advanced commissions by withholding future commissions earned on premiums collected over the period in which policies renew. While we have not experienced any significant write-offs from commission advances, we have recognized an allowance for bad debt expense of $180,000 and $454,000 as of December 31, 2017 and 2016 , respectively. In addition, from time to time, certain of these advanced commissions arrangements include a loan agreement for the purposes of securing the advanced payments we make. Generally, these advances will be repaid by withholding payments on future commissions earned by the distributor, as described in the respective agreements. A fee for the advance commission of up to 2% of the insurance premium sold is charged to the distributors and recognized as a reduction of the related commissions expense over the period of advance. The reductions of commission expense related to this practice for the years ended December 31, 2017 and 2016 were $2.3 million and $2.6 million , respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents We account for cash on hand and demand deposits with banks and other financial institutions as cash. Short-term, highly liquid investments with original maturities of three months or less, when purchased, are considered cash equivalents. Investments in cash equivalents include, but are not limited to, demand deposit accounts, money market accounts and certificates of deposit with original maturities of three months or less. |
Restricted Cash | Restricted Cash In our capacity as the managing general underwriter, we collect premiums from members and distributors and, after deducting our earned commission and fees, remit these risk premiums to our contracted insurance carriers, discount benefit vendors and distributors. Where contractually obligated, we hold the unremitted funds in a fiduciary capacity until they are disbursed, and the use of such funds is restricted. We hold these funds in bank accounts. These unremitted amounts are reported as restricted cash in the accompanying consolidated balance sheets with the related liabilities reported in accounts payable and accrued expenses. The Company previously referred to such restricted cash as cash held on behalf of others at December 31, 2016 . Restricted cash at December 31, 2017 and 2016 was $14.9 million and $11.9 million , respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts due to us for premiums collected by a third-party and are generally considered delinquent 15 days after the due date. The underlying insurance contracts are canceled retroactively if the payment remains delinquent. We have not experienced any material credit losses from accounts receivable and have not recognized a significant provision for uncollectible accounts receivable. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation, in the accompanying consolidated balance sheets. Depreciation expense for property and equipment is computed using the straight-line method over the following estimated useful lives: Website development and internal-use software (1) 3 – 5 years Computer equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of the lease term or estimated useful life (1) Included in property and equipment, net are certain website development and internally developed software costs. These costs incurred in the development of websites and internal-use software are either expensed as incurred or capitalized depending on the nature of the cost and the stage of development of the project under which a website or internal-use software are developed. The capitalization policies for website development and internal-use software vary as described below. Website development Generally, the costs incurred during the planning stage are expensed as incurred; costs incurred for activities during the website application and infrastructure development stage are capitalized; costs incurred during the graphics development stage are capitalized if such costs are for the creation of initial graphics for the website; subsequent updates to the initial graphics are expensed as incurred, unless they provide additional functionality; costs incurred during the content development stage are expensed as incurred unless they are for the integration of a database with the website, which are capitalized; and the costs incurred during the operating stage are expensed as incurred. Upon reaching the operating phase of the website application and infrastructure phase, the capitalized costs are amortized over the estimated useful life of the asset, which we generally expect to be five years. During the year ended December 31, 2015, we capitalized $895,000 of costs incurred, consisting primarily of direct labor, in the development of a website for which the software underlying the website will not be marketed externally. The operating phase of the development of this website commenced on July 1, 2015. No additional costs have since been capitalized. During each of the years ended December 31, 2017 and 2016 , approximately $179,000 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 3 years . For the year ended December 31, 2017 and 2016 , we capitalized $3.0 million and $3.1 million , respectively, of costs incurred, consisting primarily of direct labor, in the application development stage of the internal-use software. Substantially all of the costs incurred during the period were part of the application development phase. For the year ended December 31, 2017 and 2016 , there was $1.7 million and $774,000 , respectively, of amortization expense recorded for projects in the post-implementation/operation phase of development. The Company’s management periodically reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. No impairment losses were recognized for the periods presented. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill As a result of our various acquisitions, we have recorded goodwill which represents the excess of the consideration paid over the fair value of the identifiable net assets acquired in a transaction accounted for as a business combination. An impairment test is performed by us at least annually as of October 1st of each year, or whenever events or circumstances indicate a potential for impairment. Under FASB guidance, we have the option of performing a qualitative assessment to determine whether based on the facts and circumstances it is more likely than not that the fair value of the reporting unit exceeds the carrying value of its net assets. A qualitative assessment requires judgments involving relevant factors, including but not limited to, changes in the general economic environment, industry and regulatory considerations, current economic performance compared to historical economic performance and other relevant company-specific events such as changes in management, key personnel or business strategy, where applicable. If we elect to bypass the qualitative assessment, or if we determine, based upon our assessment of those qualitative factors that it is more likely than not that the fair value of the unit is less than its carrying value, a quantitative assessment for impairment is required. The quantitative assessment for evaluating the potential impairment of goodwill involves a two-step assessment process which requires significant estimates and judgments by us to be used during the analysis. In step one we determine if there is an indication of goodwill impairment by determining the fair value of the reporting unit’s net assets and comparing that value to the reporting unit’s carrying value including the goodwill. If the carrying value of the net assets exceed the fair value, then the second step of the impairment assessment is required. The step two assessment determines if an impairment exists, and if so, the magnitude of the impairment by comparing the estimated fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The excess of the carrying value over the estimated fair value of the goodwill determines the amount of impairment which would then be recorded as a loss on our statement of income in the year the impairment occurred. See Note 11 for further information on our reporting unit. While performing an impairment assessment we use a combination of valuation approaches including the market approach and the income approach. The market approach uses a guideline company methodology, which is based upon a comparison of the reporting unit to similar publicly-traded companies within our industry. We derive a market value of invested capital or business enterprise value for each comparable company by multiplying the price per share of common stock of the publicly traded companies by their total common shares outstanding and adding each company’s current level of debt. We calculate a business enterprise multiple based on revenue and earnings from each company, then apply those multiples to our revenue and earnings to calculate a business enterprise value. Assumptions regarding the selection of comparable companies are made based on, among other factors, capital structure, operating environment and industry. As the comparable companies were typically larger and more diversified than our business, multiples were adjusted prior to application to our revenues and earnings to reflect differences in margins, long-term growth prospects and market capitalization. The income approach uses a discounted debt-free cash flow analysis to measure fair value by estimating the present value of future economic benefits. To perform the discounted debt-free cash flow analysis, we develop a pro forma analysis of the reporting unit to estimate future available debt-free cash flow and discounting estimated debt-free cash flow by an estimated industry weighted average cost of capital based on the same comparable companies used in the market approach. Per FASB guidance, the weighted average cost of capital is based on inputs (e.g., capital structure, risk, etc.) from a market participant’s perspective and not necessarily from the reporting unit’s perspective. Future cash flow is projected based on assumptions for our economic growth, industry expansion, future operations and the discount rate, all of which require significant judgments by management. We establish our assumptions and arrive at the estimates used in these calculations based upon our historical experience, knowledge of our industry and by incorporating third-party data, which we believe results in a reasonably accurate approximation of fair value. Nevertheless, changes in the assumptions used could have an impact on our assessment of recoverability. We believe our projected sales are reasonable based on, among other things, available information regarding our industry. We also believe the discount rate is appropriate. The weighted average discount rate is impacted by current financial market trends and will remain dependent on such trends in the future. After computing a separate business enterprise value under the above approaches, we apply a weighting to them to derive the business enterprise value of the reporting unit. The weightings are evaluated each time a goodwill impairment assessment is performed and give consideration to the relative reliability of each approach at that time. The estimated fair value is then compared to the reporting unit’s carrying value. The Company performed its annual impairment analysis as of October 1, 2017 and 2016, respectively, and upon completion of the analysis in step one we determined that the fair value of the reporting unit exceeded its carrying value, each year. As such, a step two analysis was not required. Our goodwill balance arose from our previous acquisitions. See above for details on historic acquisitions and Note 4 for further discussion of our goodwill. Other Intangible Assets Our other intangible assets arose primarily from acquisitions. Finite-lived intangible assets are amortized over their useful lives from two to fifteen years. See Note 4 for further discussion of our intangible assets. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of the asset or asset group is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If the carrying amount of an asset or asset group is not recoverable, we recognize an impairment loss based on the excess of the carrying amount of the long-lived asset or asset group over its respective fair value which is generally determined as the present value of estimated future cash flows or as the appraised value. No impairments on intangible assets were recorded during the year ended December 31, 2017 and 2016 . |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. Advertising and marketing expenses for the years ended December 31, 2017 and 2016 were $11.5 million and $11.1 million respectively and are classified as selling, general and administrative expense (“SG&A”). |
Accounting for Stock-based Compensation | Accounting for Stock-based Compensation Expense for stock-based compensation is recognized based upon estimated grant date fair value and is amortized over the requisite service period of the awards using the accelerated method. We offer awards which vest based on service conditions, performance conditions, or market conditions. For grants of stock appreciation rights ("SARs") and stock options, we apply the Black-Scholes option-pricing model, a Monte Carlo Simulation, or a lattice model, depending on the vesting conditions, in determining the fair value of share-based payments to employees. These models incorporate various assumptions, including expected volatility and expected term. Volatility is calculated using the Company’s trading history. The expected term of awards granted is based on the Company’s best estimate and the use of the simplified method for “plain vanilla” awards under GAAP, where applicable. The resulting compensation expense is recognized over the requisite service period. The requisite service period is the period during which an employee is required to provide service in exchange for an award, which often is the vesting period. Compensation expense is recognized only for those awards expected to vest. In accordance with GAAP, compensation expense is not recognized for awards with performance vesting conditions until it is deemed probable that the underlying performance events will occur. All stock-based compensation expense is classified within SG&A expense in the consolidated statements of income. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions we use to determine stock-based compensation expense. See Note 8 for further discussion of stock-based compensation. |
Accounting for Income Taxes | Accounting for Income Taxes HPIH is taxed as a partnership for federal income tax purposes; as a result, it is not subject to entity-level federal or state income taxation but its members are liable for taxes with respect to their allocable shares of each company’s respective net taxable income. We are subject to U.S. corporate federal, state and local income taxes that are attributable to HIIQ as reflected in our consolidated financial statements. We use the liability method of accounting for income taxes. Significant management judgment is required in determining the provision for income taxes and, in particular, any valuation allowance that is recorded or released against our deferred tax assets. We evaluate quarterly the positive and negative evidence regarding the realization of net deferred tax assets. The carrying value of our net deferred tax assets is based on our belief that it is more likely than not that we will generate sufficient future taxable income to realize these deferred tax assets. We account for uncertainty in income taxes using a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Such amounts are subjective, as a determination must be made on the probability of various possible outcomes. We reevaluate uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition and measurement could result in recognition of a tax benefit or an additional tax provision. The Company accounts for interest and penalties associated with uncertain tax positions as a component of tax expense, and none were included in the Company’s financial statements as there are not uncertain tax positions outstanding as of December 31, 2017 and 2016 , respectively. See Note 9 for further discussion of income taxes. |
Basic and Diluted Earnings per Share | Basic and Diluted Earnings per Share Basic earnings per share is determined by dividing the net earnings attributable to Class A common stockholders by the weighted average number of Class A common shares and participating securities outstanding during the period. Participating securities are included in the basic earnings per share calculation when dilutive. Diluted earnings per share is determined by dividing the net income attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding during the period. Potential common shares are included in the diluted earnings per share calculation when dilutive. Potential common shares consisting of common stock issuable upon exercise of outstanding SARs and options are computed using the treasury stock method. See Note 10 for further discussion of earnings per share. The Company has two classes of common stock: Class A common stock and Class B common stock. Holders of each of Class A common stock and Class B common stock are entitled to one vote per share on all matters to be voted upon by the shareholders, and holders of each class will vote together as a single class on matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. For more information on our classes of stock, see Note 7. |
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 the provisions of the JOBS Act. Recently adopted accounting pronouncements In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, as part of the FASB’s simplification initiative. The amendment affects all entities that issue share-based payment awards to their employees. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period. The Company elected to early adopt this update during the quarter ended March 31, 2017. The Company’s former Chief Executive Officer exercised 1.0 million Stock Appreciation Rights in February 2017. Early adoption of this update was favorable in light of the material exercise and as a result of this adoption, during the three months ended March 31, 2017, excess tax benefits of $3.3 million related to vested and exercised share-based compensation awards were recorded as a decrease in income tax expense and resulted in a $0.38 increase in our first-quarter basic earnings per share. For the year ended December 31, 2017, total excess tax benefits realized was $4.2 million . Recently issued accounting pronouncements In May 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The amendments are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. We are currently evaluating the impact of adopting this standard, and will adopt this guidance on December 31, 2018, the date our emerging growth company status expires. We do not expect it to have a significant impact on our consolidated financial statements and disclosures. We will adopt this standard prospectively as required by the standard. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. This guidance will be effective for interim or annual goodwill impairment tests in fiscal years beginning after December 15, 2019 and will be applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company does not believe that this guidance will have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We are required to adopt this guidance on December 31, 2018, the date our emerging growth company status expires however early adoption is permitted, including adoption in an interim period. The Company will adopt this standard in its first quarter of 2018 utilizing the retrospective adoption method. This update will change the presentation of the cash flow statement since the Company has a material amount of restricted cash. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides amendments to the codification for eight specific cash flow issues such as the classification of debt prepayment or debt extinguishment costs to the classification of the proceeds from the settlement of insurance claims. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company will adopt this guidance on December 31, 2018, the date our emerging growth company status expires. The standard will be implemented using a retrospective transition method to each period presented, except where it is impracticable, and the amendments for those issues will be applied prospectively. We are currently evaluating the impact of this guidance on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which modifies lease accounting for lessees to increase transparency and comparability by requiring organizations to recognize lease assets and lease liabilities on the balance sheet and increasing disclosures about key leasing arrangements. The amendment updates the critical determinant from capital versus operating to whether a contract is or contains a lease because lessees are required to recognize lease assets and lease liabilities for all leases - financing and operating - other than short term. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We will adopt this guidance in reporting periods beginning after December 15, 2018. The adoption of this standard will impact the Company’s consolidated balance sheet, but the Company is still assessing any other impacts this standard will have on its consolidated financial statements. The Company does not believe that the impact of adopting this standard will be material to the consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) which amends the existing revenue recognition standards. The standard is based on the principle that an entity should recognize revenue 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. In addition, new and enhanced disclosures will be required. For a public entity, the standard becomes effective for annual and interim reporting periods beginning after December 15, 2017. For all other entities, the amendments in this update are effective for reporting periods beginning after December 15, 2018. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of its application recognized at the date of initial application. We have not yet selected a transition method. We are managing the implementation of this new standard in close consultation with our Audit Committee. We have established a cross functional project steering committee and implementation team to identify potential differences that would result from applying the requirements of the new standard to our revenue contracts and related expense line items. We have identified the various revenue streams, including product revenues and service revenues that could be impacted by the new standard and have reviewed individual customer contracts related to these revenue streams to determine if any material differences exist between the current and new revenue standards. We have not completed our assessment of the new revenue recognition standard and have not yet determined the impact of adoption on our consolidated financial statements. We anticipate that we will complete our assessment of the new standard and the potential financial impact by the end of the second quarter of fiscal year 2018. We will adopt this guidance on December 31, 2018, the date our emerging growth company status expires. The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
Organization, Basis of Presen24
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Estimated Useful Lives | Depreciation expense for property and equipment is computed using the straight-line method over the following estimated useful lives: Website development and internal-use software (1) 3 – 5 years Computer equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of the lease term or estimated useful life (1) Included in property and equipment, net are certain website development and internally developed software costs. These costs incurred in the development of websites and internal-use software are either expensed as incurred or capitalized depending on the nature of the cost and the stage of development of the project under which a website or internal-use software are developed. The capitalization policies for website development and internal-use software vary as described below. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property and equipment, net, are comprised of the following ($ in thousands): December 31, 2017 2016 Computer equipment $ 686 $ 373 Furniture and fixtures 211 192 Leasehold improvements 417 246 Website development and internal-use software 7,798 4,836 Total property and equipment $ 9,112 $ 5,647 Less accumulated depreciation 3,704 1,625 Total property and equipment, net $ 5,408 $ 4,022 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Major Classes of Intangible Assets | Major classes of intangible assets, net as of December 31, 2017 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.1 $ 1,377 $ (396 ) $ 981 Carrier network 5.0 40 (40 ) — Distributor relationships 6.8 4,059 (3,428 ) 631 Noncompete agreements 4.7 987 (987 ) — Customer relationships 5.8 1,484 (1,154 ) 330 Capitalized software 6.7 8,571 (4,571 ) 4,000 Total intangible assets $ 16,518 $ (10,576 ) $ 5,942 Major classes of intangible assets as of December 31, 2016 consisted of the following ($ in thousands): Weighted-average Amortization (years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Brand 14.1 $ 1,377 $ (311 ) $ 1,066 Carrier network 5.0 40 (40 ) — Distributor relationships 6.8 4,059 (2,831 ) 1,228 Noncompete agreements 4.7 987 (881 ) 106 Customer relationships 5.8 1,484 (1,125 ) 359 Capitalized software 6.7 8,571 (3,423 ) 5,148 Total intangible assets $ 16,518 $ (8,611 ) $ 7,907 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated annual pretax amortization for intangibles assets in each of the next five years and thereafter are as follows ($ in thousands): 2018 $ 1,725 2019 1,338 2020 1,338 2021 685 2022 114 Thereafter 742 Total $ 5,942 |
Accounts Payable and Accrued 27
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of December 31, 2017 and 2016 consisted of the following ($ in thousands): December 31, 2017 2016 Carriers and vendors payable $ 14,726 $ 11,385 Commissions payable 8,811 5,710 Accrued wages 7,116 4,206 Accrued refunds 1,940 3,238 Accounts payable 3,725 928 Accrued professional fees 820 910 Accrued credit card/ACH fees 483 430 Accrued restructuring — 3 Other accrued expenses 2,104 2,870 Total accounts payable and accrued expenses $ 39,725 $ 29,680 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Unvested Restricted Stock Units Activity Under LTIP | The table below summarizes activity regarding unvested restricted stock under the LTIP during the years ended December 31, 2017 and 2016 (all amounts in thousands, except per share data): Number of Shares Outstanding Weighted-Average Grant Date Fair Value (per share) Restricted stock unvested at January 1, 2016 201 $ 7.50 Granted 284 $ 8.93 Vested (56 ) $ 7.39 Forfeited (43 ) $ 7.90 Restricted stock unvested at December 31, 2016 386 $ 8.52 Granted 880 $ 22.02 Vested (139 ) $ 8.68 Forfeited (3 ) $ 21.95 Restricted stock unvested at December 31, 2017 1,124 $ 19.04 |
Schedule of Stock Option Activity | The SARs activity for the years ended December 31, 2017 and 2016 is as follows (all amounts in thousands, except per share data): SARs Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (a) Outstanding at January 1, 2016 1,422 $ 6.40 5.6 $ 2,238 Granted 909 $ 7.34 — $ — Exercised (b)(c) (35 ) $ 5.85 — $ 253 Forfeited or expired (67 ) $ 4.95 — $ 26 Outstanding at December 31, 2016 2,229 $ 6.80 5.0 $ 24,640 Granted 251 $ 26.16 — $ — Exercised (b)(c) (1,412 ) $ 5.56 — $ 21,524 Forfeited or expired (20 ) $ 11.17 — $ 112 Outstanding at December 31, 2017 1,048 $ 13.02 5.2 $ 13,104 Exercisable at December 31, 2017 399 $ 10.39 3.8 $ 5,803 (a) The intrinsic value of a SAR is the amount by which the market value of the underlying stock as of December 31, 2017 , and 2016 exceeds the exercise price of the option multiplied by the number of shares represented by such SAR. (b) Shares issued upon the exercise of SARs are treated as newly issued shares. There were 1,028,767 shares issued during 2017 related to exercises of SARs. There were 14,489 shares issued during 2016 related to exercises of SARs. (c) There was a $3.8 million tax benefit recognized in 2017 related to the adoption of ASU 2016-09 in the first quarter of 2017. There was no tax benefit recognized in 2016 related to stock-based compensation for SARs. The stock option activity for the years ended December 31, 2017 and 2016 is as follows (all amounts in thousands, except per share data): Stock options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (a) Outstanding at January 1, 2016 79 $ 1.07 7.3 $ 442 Granted — $ — — $ — Exercised (b)(c) (39 ) $ 1.06 — $ 330 Forfeited or expired — $ — — $ — Outstanding at December 31, 2016 40 $ 1.08 6.5 $ 668 Granted — $ — — $ — Exercised (b)(c) (30 ) $ 1.08 — $ 694 Forfeited or expired — $ — — $ — Outstanding at December 31, 2017 10 $ 1.09 5.5 $ 223 Exercisable at December 31, 2017 9 $ 1.09 5.5 $ 209 (a) The intrinsic value of a stock option is the amount by which the market value of the underlying stock as of December 31, 2017 , and 2016 , exceeds the exercise price of the option multiplied by the number of shares represented by such stock option. (b) Shares issued upon the exercise of stock options are treated as newly issued shares. There were 30,498 shares issued during 2017 related to exercises of stock options. There were 35,606 shares issued during 2016 related to exercises of stock options. (c) There was no tax benefit recognized in 2017 or 2016 related to stock-based compensation for stock options. |
Summary of Weighted Average Assumptions | The Black-Scholes option-pricing model was used with the following weighted average assumptions for the years ended December 31, 2017 and 2016 : Year Ended December 31, 2017 2016 Risk-free rate 1.8 % 1.4 % Expected life 4.7 years 4.9 years Expected volatility 64.8 % 58.7 % Expected dividend none none |
Summary of Stock-based Compensation Expenses | The following table summarizes stock-based compensation expense for the years ended December 31, 2017 and 2016 ($ in thousands): Year Ended December 31, 2017 2016 Restricted shares $ 5,760 $ 517 SARs 1,628 3,174 Stock options 16 101 $ 7,404 $ 3,792 |
Summary of Unrecognized Stock-based Compensation | The following table summarizes unrecognized stock-based compensation and the remaining period over which such stock-based compensation is expected to be recognized as of December 31, 2017 and 2016 ($ in thousands): 2017: Unrecognized Expense Weighted Average Remaining years Restricted shares $ 12,978 2.1 SARs 3,037 2.1 $ 16,015 2016: Restricted shares $ 2,086 2.1 SARs 1,492 2.0 Stock options 13 0.6 $ 3,591 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The provision for income tax for the years ended December 31, 2017 and 2016 , consisted of the following components ($ in thousands): Year Ended December 31, 2017 2016 Current: Federal $ 2,473 $ 3,295 State 385 493 Total current taxes 2,858 3,788 Deferred: Federal 13,264 (7,736 ) State 696 (803 ) Total deferred taxes 13,960 (8,539 ) Income taxes $ 16,818 $ (4,751 ) |
Schedule of Differences Between the Income Tax Provision at the US Federal Statutory Rate and the Provision for Income Tax | The items accounting for differences between the federal statutory income tax rate and our effective tax rate for the years ended December 31, 2017 and 2016 , are as follows: 2017 2016 U.S. federal income tax rate 35.0 % 35.0 % State income taxes, net of federal tax benefits 3.1 % (0.1 )% Tax Act 18.7 % — % Valuation allowance (10.6 )% (51.6 )% Operations of nontaxable subsidiary (8.0 )% (40.9 )% Stock-based compensation contribution — % (1.2 )% Non-deductible or non-taxable items 0.1 % 2.0 % Other 0.5 % — % Total 38.8 % (56.8 )% |
Schedule of Deferred Tax Assets and Liabilities | The deferred income tax assets consisted of the following as of December 31, 2017 and 2016 ($ in thousands): Year Ended December 31, 2017 2016 Deferred tax assets: Investment in subsidiary $ 17,980 $ 16,715 Tax receivable agreement 3,991 3,789 Stock compensation 694 694 Net operating loss carryforwards 3,165 2,230 Allowance for doubtful accounts 5 4 Other 2 165 Total deferred tax assets 25,837 23,597 Less valuation allowances (9,250 ) (12,799 ) Deferred tax assets, net of valuation allowance 16,587 10,798 Deferred tax liabilities: Identifiable intangible assets (1,197 ) (2,383 ) Stock compensation (423 ) (225 ) Other (7 ) (9 ) Deferred tax assets, net $ 14,960 $ 8,181 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income | The computations of basic and diluted net income per share attributable to HIIQ for the years ended December 31, 2017 and 2016 were as follows ($ in thousands, except share and per share data): Year Ended December 31, 2017 2016 Basic net income attributable to Health Insurance Innovations, Inc. $ 17,885 $ 4,513 Weighted average shares—basic 10,970,995 7,599,533 Effect of dilutive securities: Restricted shares 340,141 89,126 SARs 606,029 176,801 Stock options 20,560 43,775 Weighted average shares—diluted 11,937,725 7,909,235 Basic net income per share attributable to Health Insurance Innovations, Inc. $ 1.63 $ 0.59 Diluted net income per share attributable to Health Insurance Innovations, Inc. $ 1.50 $ 0.57 |
Summary of Securities Not Included in Calculation of Diluted Net Income | The following securities were not included in the calculation of diluted net income per share for the respective periods because such inclusion would be anti-dilutive (in thousands): Year Ended December 31, 2017 2016 Restricted shares 860 284 SARs 251 1,179 Stock options — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | As of December 31, 2017 , the future minimum lease payments under noncancellable operating leases were as follows ($ in thousands): 2018 $ 569 2019 371 2020 — 2021 — 2022 — Total minimum lease payments $ 940 |
Organization, Basis of Presen32
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | Feb. 09, 2017 | Feb. 13, 2013 | Feb. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Period of exemptions under JOBS Act | 5 years | ||||||
Allowance for estimated policy cancellations, net | $ 471,000 | $ 641,000 | |||||
Advanced commissions | 39,500,000 | 37,000,000 | |||||
Provision for bad debt expense | $ 180,000 | 454,000 | |||||
Fee for the advanced commission | 2.00% | ||||||
Reduction of commission expense | $ 2,300,000 | 2,600,000 | |||||
Restricted cash | 14,900,000 | 11,900,000 | |||||
Capitalized development costs | 0 | $ 895,000 | |||||
Depreciation and amortization of capitalized development costs | 179,000 | 179,000 | |||||
Impairment of long-lived assets | 0 | 0 | |||||
Impairments on intangible assets | 0 | 0 | |||||
Advertising and marketing expense | $ 11,500,000 | $ 11,100,000 | |||||
Number of stock options exercised (in shares) | 30,000 | 39,000 | |||||
Excess tax benefits related to vested and exercised share-based compensation awards | $ 3,300,000 | $ 4,200,000 | |||||
Increase in basic earnings per share (in USD per share) | $ 0.38 | ||||||
Software Development | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Capitalized development costs | 3,000,000 | $ 3,100,000 | |||||
Depreciation and amortization of capitalized development costs | $ 1,749,000 | $ 774,000 | |||||
Finite lived intangible asset useful life | 3 years | ||||||
HIIQ | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Shares of common stock sold (in shares) | 4,666,667 | ||||||
Common stock par value (in USD per share) | $ 14 | ||||||
HIIQ | Series A Membership Interests | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Beneficial ownership percentage | 76.30% | 54.00% | |||||
Outstanding ownership percentage | 76.30% | 54.00% | |||||
HIIQ | Beneficial Owner | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Beneficial ownership percentage | 23.70% | ||||||
HIIQ | Voting Rights | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Beneficial ownership percentage | 100.00% | ||||||
HIIQ | Economic Rights | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Beneficial ownership percentage | 100.00% | ||||||
Health Plan Intermediaries Holdings, LLC | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Beneficial ownership percentage | 100.00% | ||||||
Health Plan Intermediaries Holdings, LLC | Series B Membership Interests | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Beneficial ownership percentage | 23.70% | 46.00% | |||||
Outstanding ownership percentage | 23.70% | 46.00% | |||||
Health Plan Intermediaries Holdings, LLC | Membership Interest | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Beneficial ownership percentage | 35.00% | ||||||
Health Plan Intermediaries Holdings, LLC | Economic Interest | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Beneficial ownership percentage | 35.00% | ||||||
SARs | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Number of stock options exercised (in shares) | 1,412,000 | 35,000 | |||||
Former CEO | SARs | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Number of stock options exercised (in shares) | 1,000,000 | 1,000,000 | |||||
Minimum | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Finite lived intangible asset useful life | 2 years | ||||||
Maximum | |||||||
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||||||
Finite lived intangible asset useful life | 15 years |
Organization, Basis of Presen33
Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Summary of Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Website development and internal-use software | Minimum | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful life | 3 years |
Website development and internal-use software | Maximum | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Computer equipment | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |
Estimated useful life | 7 years |
Variable Interest Entities (Det
Variable Interest Entities (Details) - HPIH | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Variable Interest Entity [Line Items] | ||
Percentage of voting interests | 100.00% | 100.00% |
Total Membership Interest Without Voting Right | 76.30% | 54.00% |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 9,112 | $ 5,647 |
Less accumulated depreciation | 3,704 | 1,625 |
Total property and equipment, net | 5,408 | 4,022 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 686 | 373 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 211 | 192 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 417 | 246 |
Website development and internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 7,798 | $ 4,836 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2.1 | $ 1.1 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Impairment of goodwill | $ 0 | $ 0 |
Goodwill | 41,076,000 | 41,076,000 |
Amortization expense | 2,000,000 | 2,200,000 |
Impairments on intangible assets | $ 0 | $ 0 |
Minimum | ||
Goodwill [Line Items] | ||
Finite lived intangible asset useful life | 2 years | |
Maximum | ||
Goodwill [Line Items] | ||
Finite lived intangible asset useful life | 15 years |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Schedule of Major Classes of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 16,518 | $ 16,518 |
Accumulated Amortization | (10,576) | (8,611) |
Intangible Assets, net | $ 5,942 | $ 7,907 |
Brand | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization (years) | 14 years 1 month 6 days | 14 years 1 month 6 days |
Gross Carrying Amount | $ 1,377 | $ 1,377 |
Accumulated Amortization | (396) | (311) |
Intangible Assets, net | $ 981 | $ 1,066 |
Carrier network | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization (years) | 5 years | 5 years |
Gross Carrying Amount | $ 40 | $ 40 |
Accumulated Amortization | (40) | (40) |
Intangible Assets, net | $ 0 | $ 0 |
Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization (years) | 6 years 9 months 18 days | 6 years 9 months 18 days |
Gross Carrying Amount | $ 4,059 | $ 4,059 |
Accumulated Amortization | (3,428) | (2,831) |
Intangible Assets, net | $ 631 | $ 1,228 |
Noncompete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization (years) | 4 years 8 months 12 days | 4 years 8 months 12 days |
Gross Carrying Amount | $ 987 | $ 987 |
Accumulated Amortization | (987) | (881) |
Intangible Assets, net | $ 0 | $ 106 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization (years) | 5 years 9 months 18 days | 5 years 9 months 18 days |
Gross Carrying Amount | $ 1,484 | $ 1,484 |
Accumulated Amortization | (1,154) | (1,125) |
Intangible Assets, net | $ 330 | $ 359 |
Capitalized software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average Amortization (years) | 6 years 8 months 12 days | 6 years 8 months 12 days |
Gross Carrying Amount | $ 8,571 | $ 8,571 |
Accumulated Amortization | (4,571) | (3,423) |
Intangible Assets, net | $ 4,000 | $ 5,148 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 1,725 | |
2,019 | 1,338 | |
2,020 | 1,338 | |
2,021 | 685 | |
2,022 | 114 | |
Thereafter | 742 | |
Intangible Assets, net | $ 5,942 | $ 7,907 |
Accounts Payable and Accrued 40
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Carriers and vendors payable | $ 14,726 | $ 11,385 |
Commissions payable | 8,811 | 5,710 |
Accrued wages | 7,116 | 4,206 |
Accrued refunds | 1,940 | 3,238 |
Accounts payable | 3,725 | 928 |
Accrued professional fees | 820 | 910 |
Accrued credit card/ACH fees | 483 | 430 |
Accrued restructuring | 0 | 3 |
Other accrued expenses | 2,104 | 2,870 |
Total accounts payable and accrued expenses | $ 39,725 | $ 29,680 |
Debt (Details)
Debt (Details) - Revolving Line of Credit - USD ($) | Jul. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Revolving line of credit | $ 30,000,000 | $ 30,000,000 | |
Additional incremental term loan amount | $ 20,000,000 | ||
Outstanding balance | $ 0 | ||
Credit Agreement | Federal funds rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on Credit Agreement | 0.50% | ||
Credit Agreement | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on Credit Agreement | 1.00% | ||
Credit Agreement | Base rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on Credit Agreement | 0.00% | ||
Previous credit agreement | |||
Line of Credit Facility [Line Items] | |||
Outstanding balance | $ 0 | ||
Minimum | Credit Agreement | Base rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on Credit Agreement | 0.75% | ||
Minimum | Credit Agreement | Adjusted LIBOR | |||
Line of Credit Facility [Line Items] | |||
Basis spread on Credit Agreement | 1.75% | ||
Maximum | Credit Agreement | Base rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on Credit Agreement | 1.25% | ||
Maximum | Credit Agreement | Adjusted LIBOR | |||
Line of Credit Facility [Line Items] | |||
Basis spread on Credit Agreement | 2.25% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Oct. 13, 2017USD ($) | Mar. 13, 2017shares | Mar. 08, 2017USD ($)$ / sharesshares | Aug. 15, 2014USD ($)$ / sharesshares | Feb. 13, 2013$ / sharesshares | Mar. 31, 2013USD ($)shares | Dec. 31, 2017USD ($)Vote$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | May 19, 2017USD ($) | Feb. 01, 2014shares |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Treasury stock, shares (in shares) | 380,777 | 119,544 | ||||||||
Treasury stock, carrying cost | $ | $ 6,887,000 | $ 1,122,000 | ||||||||
Maximum authorized under registration statement | $ | $ 150,000,000 | |||||||||
Number of shares transferred to treasury (in shares) | 39,049 | 21,397 | ||||||||
Treasury Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | (20,697) | |||||||||
Shares repurchased (in shares) | (222,184) | |||||||||
Number of shares transferred to treasury (in shares) | (39,049) | (21,397) | ||||||||
Treasury Stock | Forfeitures of Restricted Stock Awards | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of restricted shares from treasury (in shares) | 43,600 | |||||||||
Treasury Stock | Restricted Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Treasury stock, granted (in shares) | 75,749 | |||||||||
HIIQ | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in USD per share) | $ / shares | $ 14 | |||||||||
Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 3,000,000 | 3,000,000 | 1,725,000 | 100,000 | ||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Share price (in USD per share) | $ / shares | $ 14 | $ 12.15 | ||||||||
Common stock, shares authorized (in shares) | 3,000,000 | 1,725,000 | 100,000,000 | 100,000,000 | 8,566,667 | |||||
Proceeds from issuance of stock | $ | $ 39,500,000 | $ 19,900,000 | $ 1,400,000 | |||||||
Share price net of underwriting discount (in USD per share) | $ / shares | $ 13.16 | $ 11.54 | ||||||||
Authorized amount of share repurchase program | $ | $ 50,000,000 | |||||||||
Period of share repurchase program | 24 months | |||||||||
Shares repurchased (in shares) | 222,184 | 0 | ||||||||
Shares repurchased, average cost per share (in USD per share) | $ / shares | $ 22.15 | |||||||||
Class A Common Stock | HIIQ | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock votes per share | Vote | 1 | |||||||||
Common stock voting rights percentage | 76.30% | |||||||||
Percentage of voting interests | 100.00% | |||||||||
Class A Common Stock | IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 4,666,667 | |||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | |||||||||
Share price (in USD per share) | $ / shares | $ 14 | |||||||||
Series B Membership Interests | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares acquired during the period (in shares) | 3,000,000 | |||||||||
Class B Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||||||||
Class B Common Stock | HIIQ | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock votes per share | Vote | 1 | |||||||||
Common stock voting rights percentage | 23.70% | |||||||||
Economic interest | 0.00% | |||||||||
Class B Common Stock | IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 8,666,667 | |||||||||
Class B Common Stock | IPO | Health Plan Intermediaries, LLC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 8,580,000 | |||||||||
Class B Common Stock | IPO | HPIS | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 86,667 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) | Feb. 09, 2017 | Feb. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2017 | Feb. 07, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Income tax benefits from stock-based activity | $ 0 | $ 0 | |||||
Total fair value of stock vested | 92,000 | $ 269,000 | |||||
Excess tax benefits related to vested and exercised share-based compensation awards | $ 3,300,000 | $ 4,200,000 | |||||
Number of stock options granted (in shares) | 0 | 0 | |||||
Stock-based compensation capitalized | $ 0 | $ 0 | |||||
Number of stock options exercised (in shares) | 30,000 | 39,000 | |||||
Long Term Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based incentive plan expiration period | 10 years | ||||||
Common stock reserved for issuance (in shares) | 5,250,000 | 3,250,000 | 2,000,000 | 1,250,000 | |||
Remaining shares available for grant | 1,100,000 | ||||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Income tax benefits from stock-based activity | $ 437,000 | $ 57,000 | |||||
Total fair value of stock vested | $ 1,200,000 | $ 413,000 | |||||
Weighted average grant date fair value (in USD per share) | $ 14.08 | $ 3.68 | |||||
SARs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Income tax benefits from stock-based activity | $ 3,800,000 | $ 0 | |||||
Total fair value of stock vested | $ 1,100,000 | $ 3,100,000 | |||||
Number of stock options exercised (in shares) | 1,412,000 | 35,000 | |||||
Former CEO | SARs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of stock options exercised (in shares) | 1,000,000 | 1,000,000 | |||||
Share price (in USD per share) | $ 19.75 | ||||||
Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of common stock (in shares) | 753,197 | ||||||
Percentage of issued common stock increase during the period | 9.20% | ||||||
Minimum | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Maximum | Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Unvested Restricted Stock Units Activity Under LTIP (Details) - Restricted Stock - Long Term Incentive Plan - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning Balance, Unvested (in shares) | 386,000 | 201,000 |
Granted (in shares) | 880,000 | 284,000 |
Vested (in shares) | (139,000) | (56,000) |
Forfeited (in shares) | (3,000) | (43,000) |
Ending Balance, Unvested (in shares) | 1,124,000 | 386,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning Balance, Unvested, Weighted-Average Grant Date Fair Value (in USD per share) | $ 8.52 | $ 7.5 |
Granted, Weighted-Average Grant Date Fair Value (in USD per share) | 22.02 | 8.93 |
Vested, Weighted-Average Grant Date Fair Value (in USD per share) | 8.68 | 7.39 |
Forfeited, Weighted-Average Grant Date Fair Value (in USD per share) | 21.95 | 7.9 |
Ending Balance, Unvested, Weighted-Average Grant Date Fair Value (in USD per share) | $ 19.04 | $ 8.52 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options, Outstanding, Beginning Balance (in shares) | 40,000 | 79,000 | |
Options, Granted (in shares) | 0 | 0 | |
Options, Exercised (in shares) | (30,000) | (39,000) | |
Options, Forfeited or expired (in shares) | 0 | 0 | |
Options, Outstanding, Ending Balance (in shares) | 10,000 | 40,000 | 79,000 |
Options, Exercisable, Ending Balance (in shares) | 9,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted-Average Exercise Price, Outstanding, Beginning Balance (in USD per share) | $ 1.08 | $ 1.07 | |
Weighted-Average Exercise Price, Granted (in USD per share) | 0 | 0 | |
Weighted-Average Exercise Price, Exercised (in USD per share) | 1.08 | 1.06 | |
Weighted-Average Exercise Price, Forfeited or expired (in USD per share) | 0 | 0 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance (in USD per share) | 1.09 | $ 1.08 | $ 1.07 |
Weighted-Average Exercise Price, Exercisable, Ending Balance (in USD per share) | $ 1.09 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted-Average Remaining Contractual Term (in years), Outstanding | 5 years 6 months | 6 years 6 months | 7 years 3 months 18 days |
Weighted-Average Remaining Contractual Term (in years), Exercisable | 5 years 6 months | ||
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ 668,000 | $ 442,000 | |
Aggregate Intrinsic Value, Granted | 0 | 0 | |
Aggregate Intrinsic Value, Vested | 694,000 | 330,000 | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | 223,000 | $ 668,000 | $ 442,000 |
Aggregate Intrinsic Value, Exercisable, Ending Balance | $ 209,000 | ||
Shares issued upon the exercise of SARs/stock options | 30,498 | 35,606 | |
Tax benefit related to stock-based compensation | $ 0 | $ 0 | |
Forfeited, Aggregate Intrinsic Value | $ 0 | $ 0 | |
SARs | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options, Outstanding, Beginning Balance (in shares) | 2,229,000 | 1,422,000 | |
Options, Granted (in shares) | 251,000 | 909,000 | |
Options, Exercised (in shares) | (1,412,000) | (35,000) | |
Options, Forfeited or expired (in shares) | (20,000) | (67,000) | |
Options, Outstanding, Ending Balance (in shares) | 1,048,000 | 2,229,000 | 1,422,000 |
Options, Exercisable, Ending Balance (in shares) | 399,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted-Average Exercise Price, Outstanding, Beginning Balance (in USD per share) | $ 6.8 | $ 6.40 | |
Weighted-Average Exercise Price, Granted (in USD per share) | 26.16 | 7.34 | |
Weighted-Average Exercise Price, Exercised (in USD per share) | 5.56 | 5.85 | |
Weighted-Average Exercise Price, Forfeited or expired (in USD per share) | 11.17 | 4.95 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance (in USD per share) | 13.02 | $ 6.8 | $ 6.40 |
Weighted-Average Exercise Price, Exercisable, Ending Balance (in USD per share) | $ 10.39 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted-Average Remaining Contractual Term (in years), Outstanding | 5 years 2 months 23 days | 5 years | 5 years 7 months 6 days |
Weighted-Average Remaining Contractual Term (in years), Exercisable | 3 years 9 months 18 days | ||
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $ 24,640,000 | $ 2,238,000 | |
Aggregate Intrinsic Value, Granted | 0 | 0 | |
Aggregate Intrinsic Value, Vested | 21,524,000 | 253,000 | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | 13,104,000 | $ 24,640,000 | $ 2,238,000 |
Aggregate Intrinsic Value, Exercisable, Ending Balance | $ 5,803,000 | ||
Shares issued upon the exercise of SARs/stock options | 1,028,767 | 14,489 | |
Tax benefit related to stock-based compensation | $ 3,800,000 | $ 0 | |
Forfeited, Aggregate Intrinsic Value | $ 112,000 | $ 26,000 |
Stock-based Compensation - Su46
Stock-based Compensation - Summary of Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk-free rate | 1.80% | 1.40% |
Expected life | 4 years 8 months 23 days | 4 years 10 months 24 days |
Expected volatility | 64.8329% | 58.70% |
Expected dividend | 0.00% | 0.00% |
Stock-based Compensation - Su47
Stock-based Compensation - Summary of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 7,404 | $ 3,792 |
Restricted shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 5,760 | 517 |
SARs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,628 | 3,174 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 16 | $ 101 |
Stock-based Compensation - Su48
Stock-based Compensation - Summary of Unrecognized Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation amount | $ 16,015 | $ 3,591 |
Restricted shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation amount | $ 12,978 | $ 2,086 |
Stock-based compensation expense amount expected to be recognized | 2 years 1 month | 2 years 1 month |
SARs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation amount | $ 3,037 | $ 1,492 |
Stock-based compensation expense amount expected to be recognized | 2 years 1 month | 2 years |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation amount | $ 13 | |
Stock-based compensation expense amount expected to be recognized | 7 months 6 days |
Income Tax - Narrative (Details
Income Tax - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||
Provision (benefit) for income taxes | $ 16,818,000 | $ (4,751,000) |
Effective tax rate | 38.80% | (56.80%) |
Net deferred tax asset | $ 14,960,000 | $ 8,181,000 |
Deferred tax asset valuation allowance | 9,250,000 | 12,799,000 |
Release of valuation allowance | 8,100,000 | |
Deferred income taxes related to the Tax Act | 12,600,000 | |
Decrease in TRA liability | 11,835,000 | 0 |
Net negative impact to earnings due to Tax Act | 775,000 | |
Change in gross unrecognized tax benefit | $ 0 | 0 |
HIIQ | ||
Income Taxes [Line Items] | ||
Effective tax rate | 33.40% | |
Operating loss carryforward | $ 0 | 0 |
HP | ||
Income Taxes [Line Items] | ||
Effective tax rate | 0.00% | |
Operating loss carryforward | $ 14,000,000 | $ 5,700,000 |
Deferred tax asset valuation allowance | 2,300,000 | |
HPIH | ||
Income Taxes [Line Items] | ||
Deferred tax asset valuation allowance | $ 7,000,000 |
Income Tax - Schedule of Compon
Income Tax - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 2,473 | $ 3,295 |
State | 385 | 493 |
Total current taxes | 2,858 | 3,788 |
Deferred: | ||
Federal | 13,264 | (7,736) |
State | 696 | (803) |
Total deferred taxes | 13,960 | (8,539) |
Income taxes | $ 16,818 | $ (4,751) |
Income Tax - Schedule of Differ
Income Tax - Schedule of Differences Between the Income Tax Provision at the US Federal Statutory Rate and the Provision for Income Tax (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal income tax rate | 35.00% | 35.00% |
State income taxes, net of federal tax benefits | 3.10% | (0.10%) |
Tax Act | 18.70% | 0.00% |
Valuation allowance | (10.60%) | (51.60%) |
Operations of nontaxable subsidiary | (8.00%) | (40.90%) |
Stock-based compensation contribution | 0.00% | (1.20%) |
Non-deductible or non-taxable items | 0.10% | 2.00% |
Other | 0.50% | 0.00% |
Total | 38.80% | (56.80%) |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Investment in subsidiary | $ 17,980 | $ 16,715 |
Tax receivable agreement | 3,991 | 3,789 |
Stock compensation | 694 | 694 |
Net operating loss carryforwards | 3,165 | 2,230 |
Allowance for doubtful accounts | 5 | 4 |
Other | 2 | 165 |
Total deferred tax assets | 25,837 | 23,597 |
Less valuation allowances | (9,250) | (12,799) |
Deferred tax assets, net of valuation allowance | 16,587 | 10,798 |
Deferred tax liabilities: | ||
Identifiable intangible assets | (1,197) | (2,383) |
Stock compensation | (423) | (225) |
Other | (7) | (9) |
Deferred tax assets, net | $ 14,960 | $ 8,181 |
Net Income per Share - Summary
Net Income per Share - Summary of Reconciliation of Numerators and Denominators of Basic and Diluted Net Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Basic securities | ||
Basic net income attributable to Health Insurance Innovations, Inc. | $ 17,885 | $ 4,513 |
Weighted average shares—basic (in shares) | 10,970,995 | 7,599,533 |
Earnings Per Share, Diluted [Abstract] | ||
Weighted average shares—diluted (in shares) | 11,937,725 | 7,909,235 |
Basic net income per share attributable to Health Insurance Innovations, Inc. (in USD per share) | $ 1.63 | $ 0.59 |
Diluted net income per share attributable to Health Insurance Innovations, Inc. (in USD per share) | $ 1.50 | $ 0.57 |
Restricted shares | ||
Earnings Per Share, Diluted [Abstract] | ||
Dilutive securities (in shares) | 340,141 | 89,126 |
SARs | ||
Earnings Per Share, Diluted [Abstract] | ||
Dilutive securities (in shares) | 606,029 | 176,801 |
Stock options | ||
Earnings Per Share, Diluted [Abstract] | ||
Dilutive securities (in shares) | 20,560 | 43,775 |
Net Income per Share - Summar54
Net Income per Share - Summary of Securities Not Included in Calculation of Diluted Net Income (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Anti-dilutive securities (in shares) | 3,841,667 | 6,841,667 |
Restricted shares | ||
Anti-dilutive securities (in shares) | 860,000 | 284,000 |
SARs | ||
Anti-dilutive securities (in shares) | 251,000 | 1,179,000 |
Stock options | ||
Anti-dilutive securities (in shares) | 0 | 0 |
Net Income Per Share - Narrativ
Net Income Per Share - Narrative (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive securities (in shares) | 3,841,667 | 6,841,667 |
Segment Information (Details)
Segment Information (Details) - Segment | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 1 | 1 |
Number of operating segments | 1 | 1 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Feb. 14, 2018 | Mar. 13, 2017 | Mar. 08, 2017 | Aug. 15, 2014 | Feb. 13, 2013 | Aug. 01, 2012 | Mar. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Jul. 17, 2017 |
Other Commitments [Line Items] | |||||||||||
Decrease in TRA liability | $ 11,835,000 | $ 0 | |||||||||
Tax Receivable Agreement | |||||||||||
Other Commitments [Line Items] | |||||||||||
Recorded liability | 16,200,000 | ||||||||||
Payments under tax receivable agreement | $ 1,200,000 | ||||||||||
Class A Common Stock | |||||||||||
Other Commitments [Line Items] | |||||||||||
Issuance of common stock (in shares) | 3,000,000 | 3,000,000 | 1,725,000 | 100,000 | |||||||
Class A Common Stock | Common Stock Issuance Over Allotment Option | Underwriters Over Allotment Option | |||||||||||
Other Commitments [Line Items] | |||||||||||
Issuance of common stock (in shares) | 4,825,000 | ||||||||||
Series B Membership Interests | |||||||||||
Other Commitments [Line Items] | |||||||||||
Tax benefit payment, percentage | 85.00% | ||||||||||
Tax benefit saving, percentage | 15.00% | ||||||||||
Operating Lease Agreements | |||||||||||
Other Commitments [Line Items] | |||||||||||
Difference between cash rent payments and straight-line rent expense | $ 15,000 | 34,000 | |||||||||
Operating Lease Agreements | Selling, General and Administrative | |||||||||||
Other Commitments [Line Items] | |||||||||||
Operating lease rental expense | 618,000 | $ 504,000 | |||||||||
Software Assignment Agreement | Vendor Contracts | |||||||||||
Other Commitments [Line Items] | |||||||||||
System purchase amount | $ 45,000 | ||||||||||
Master Service Agreement | Vendor Contracts | |||||||||||
Other Commitments [Line Items] | |||||||||||
Monthly payment for services agreement for the technology | $ 26,000 | ||||||||||
Service agreement term | 5 years | ||||||||||
Term of service agreement unless notice given | 5 years | ||||||||||
Exclusive option agreement maturity term | 1 year | ||||||||||
Required notice period to terminate service agreement | 60 days | ||||||||||
Exclusive Option Agreement | |||||||||||
Other Commitments [Line Items] | |||||||||||
Monthly payment for services agreement for the technology | $ 16,000 | ||||||||||
Service agreement term | 5 years | ||||||||||
Revolving Line of Credit | Credit Agreement | |||||||||||
Other Commitments [Line Items] | |||||||||||
Revolving line of credit | 30,000,000 | $ 30,000,000 | |||||||||
Additional incremental term loan amount | $ 20,000,000 | ||||||||||
Craig Cunningham, Kenneth Moser, And Amanda Hicks V. Company | Pending litigation | Minimum | |||||||||||
Other Commitments [Line Items] | |||||||||||
Potential damages | $ 160,000 | ||||||||||
Craig Cunningham, Kenneth Moser, And Amanda Hicks V. Company | Pending litigation | Maximum | |||||||||||
Other Commitments [Line Items] | |||||||||||
Potential damages | $ 5,000,000 | ||||||||||
Subsequent event | |||||||||||
Other Commitments [Line Items] | |||||||||||
Payment of fine due to TPA license | $ 140,000 |
Commitments and Contingencies58
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 569 |
2,019 | 371 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Total minimum lease payments | $ 940 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | ||
Maximum allowable contribution amount | $ 18,000 | $ 18,000 |
Accrued employee benefit plan | $ 56,000 | $ 56,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Amount of distributions paid | $ 3,353 | $ 4,757 |
Decrease in TRA liability | 11,835 | 0 |
Other tax benefits recorded as liability, current | 1,775 | 3,282 |
Other tax benefits recorded as liability, noncurrent | 15,096 | 9,460 |
Health Plan Intermediaries, LLC | ||
Related Party Transaction [Line Items] | ||
Amount of distributions paid | 5,477 | 1,996 |
Accrued on distributions owed | 638 | |
Estimated tax liabilities | 2,800 | |
Tax Receivable Agreement | ||
Related Party Transaction [Line Items] | ||
Payable under tax receivable agreement | 16,200 | 10,000 |
Other tax benefits recorded as liability, current | 1,100 | 521 |
Other tax benefits recorded as liability, noncurrent | 15,100 | $ 9,500 |
Amount paid under agreement | $ 1,200 |
Concentrations of Credit Risk61
Concentrations of Credit Risk and Significant Customers (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | ||
Accounts receivable, net | $ 2,900,000 | $ 882,000 |
Advanced commissions outstanding | 39,500,000 | $ 37,000,000 |
Cash insured by FDIC | $ 250,000 | |
Accounts receivable | Two customers | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 26.00% | 43.00% |
Advanced commissions | Two distributors | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 60.00% | 81.00% |
Premium equivalents | Three carriers | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 54.00% | 60.00% |
Premium equivalents | Federal Insurance Company | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 26.00% | |
Premium equivalents | Everest Reinsurance Company | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 17.00% | |
Premium equivalents | Companion Life Insurance Company | ||
Concentration Risk [Line Items] | ||
Concentration of credit risk, percentage | 11.00% |