Benefytt (BFYT) 10-Q 3 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Apr. 30, 2018
Entity Registrant Name	Health Insurance Innovations, Inc.
Entity Central Index Key	1,561,387
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	HIIQ
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018
Class A Common Stock
Entity Common Stock, Shares Outstanding		12,915,760
Class B Common Stock
Entity Common Stock, Shares Outstanding		3,841,667

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 41,926	$ 40,907
Restricted cash	15,385	14,920
Accounts receivable, net, prepaid expenses and other current assets	1,979	2,227
Advanced commissions, net	37,061	39,549
Income taxes receivable	633	0
Total current assets	96,984	97,603
Property and equipment, net	5,578	5,408
Goodwill	41,076	41,076
Intangible assets, net	5,478	5,942
Deferred tax assets	14,698	14,960
Other assets	1,098	96
Total assets	164,912	165,085
Current liabilities:
Accounts payable and accrued expenses	32,822	39,725
Deferred revenue	268	662
Income taxes payable	0	787
Due to member	1,137	1,775
Other current liabilities	7	5
Total current liabilities	34,234	42,954
Due to member	15,096	15,096
Other liabilities	32	34
Total liabilities	49,362	58,084
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 March 31, 2018 and December 31, 2017)	0	0
Additional paid-in capital	74,594	71,770
Treasury stock, at cost (381,886 and 380,777 shares as of March 31, 2018 and December 31, 2017, respectively)	(6,923)	(6,887)
Retained earnings	23,451	19,305
Total Health Insurance Innovations, Inc. stockholders’ equity	91,139	84,205
Noncontrolling interests	24,411	22,796
Total stockholders’ equity	115,550	107,001
Total liabilities and stockholders' equity	164,912	165,085
Class A Common Stock
Stockholders’ equity:
Common stock	13	13
Class B Common Stock
Stockholders’ equity:
Common stock	$ 4	$ 4

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
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)	381,886	380,777
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)	12,915,760	12,731,758
Common stock, shares outstanding (in shares)	12,533,874	12,350,981
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	3,841,667
Common stock, shares outstanding (in shares)	3,841,667	3,841,667

Condensed Consolidated Statemen

Condensed Consolidated Statements of Income (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenues (premium equivalents of $104,976 and $90,940 for the three months ended March 31, 2018 and 2017, respectively)	$ 67,750	$ 55,868
Operating expenses:
Third-party commissions	41,212	31,435
Credit card and ACH fees	1,377	1,183
Selling, general and administrative	16,213	15,257
Depreciation and amortization	1,165	938
Total operating expenses	59,967	48,813
Income from operations	7,783	7,055
Other (income) expense:
Interest income	(26)	(1)
Other expense	28	3
Net income before income taxes	7,781	7,053
Provision (benefit) for income taxes	1,796	(1,469)
Net income	5,985	8,522
Net income attributable to noncontrolling interests	1,839	2,688
Net income attributable to Health Insurance Innovations, Inc.	$ 4,146	$ 5,834
Net income per share attributable to Health Insurance Innovations, Inc.
Basic (in USD per share)	$ 0.36	$ 0.66
Diluted (in USD per share)	$ 0.33	$ 0.58
Weighted average Class A common shares outstanding
Basic (in shares)	11,589,777	8,892,239
Diluted (in shares)	12,658,277	10,051,369

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Income (unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Premium equivalent amount	$ 104,976	$ 90,940

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) $ in Thousands	Total	Additional Paid-in Capital	Treasury Stock	Retained Earnings	Noncontrolling Interests	Class A Common Stock	Class A Common StockCommon Stock	Class B Common StockCommon Stock
Beginning balance (in shares) at Dec. 31, 2016			(119,544)				8,036,705	6,841,667
Beginning balance at Dec. 31, 2016	$ 80,078	$ 47,849	$ (1,122)	$ 1,420	$ 31,916		$ 8	$ 7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	26,491			17,885	8,606
Issuance of Class A common stock in private offering (in shares)							3,000,000
Issuance of Class A common stock in private offering	16,487	16,484					$ 3
Exchange of Series B Membership interest and exchange and cancellation of Class B common stock (in shares)								(3,000,000)
Exchange of Series B Membership interest and exchange and cancellation of Class B common stock	(14,374)				(14,371)			$ (3)
Repurchase of Class A common stock (in shares)	4,923		$ 4,923
Repurchases of Class A common stock			(222,184)			222,184	222,184
Issuance of Class A common stock under equity compensation plans (in shares)							1,575,509
Issuance of Class A common stock under equity compensation plans	33	31					$ 2
Class A common stock withheld in Treasury from restricted share vesting (in shares)			39,049				(39,049)
Class A common stock withheld in Treasury from restricted share vesting	(842)		$ (842)
Stock-based compensation	7,404	7,404
Contributions (distributions)	(3,353)	2			(3,355)
Ending balance (in shares) at Dec. 31, 2017			(380,777)				12,350,981	3,841,667
Ending balance at Dec. 31, 2017	107,001	71,770	$ (6,887)	19,305	22,796		$ 13	$ 4
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	5,985			4,146	1,839
Repurchases of Class A common stock						0
Issuance of Class A common stock under equity compensation plans (in shares)							184,002
Issuance of Class A common stock under equity compensation plans	$ 3	3
Class A common stock withheld in Treasury from restricted share vesting (in shares)	(1,109)		1,109				(1,109)
Class A common stock withheld in Treasury from restricted share vesting	$ (36)		$ (36)
Stock-based compensation	2,821	2,821
Contributions (distributions)	(224)	0			(224)
Ending balance (in shares) at Mar. 31, 2018			(381,886)				12,533,874	3,841,667
Ending balance at Mar. 31, 2018	$ 115,550	$ 74,594	$ (6,923)	$ 23,451	$ 24,411		$ 13	$ 4

Condensed Consolidated Stateme7

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Operating activities:
Net income	$ 5,985,000	$ 8,522,000	$ 26,491,000
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	2,633,000	821,000
Depreciation and amortization	1,165,000	938,000
Deferred income taxes	262,000	309,000
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, prepaid expenses and other assets	261,000	(844,000)
Decrease in advanced commissions	1,473,000	1,287,000
Increase in income taxes receivable	(633,000)	(1,645,000)
Decrease in income taxes payable	(787,000)	(2,121,000)
Decrease in accounts payable, accrued expenses and other liabilities	(6,903,000)	(677,000)
(Decrease) increase in deferred revenue	(394,000)	46,000
Net cash provided by operating activities	3,062,000	6,636,000
Investing activities:
Capitalized internal-use software and website development costs	(570,000)	(669,000)
Purchases of property and equipment	(113,000)	(14,000)
Net cash used in investing activities	(683,000)	(683,000)
Financing activities:
Payments for noncompete obligation	0	(48,000)
Class A common stock withheld in treasury from restricted share vesting	(36,000)	(185,000)
Issuances of Class A common stock under equity compensation plans	3,000	9,000
Distributions to member	(862,000)	(1,197,000)
Net cash used in financing activities	(895,000)	(1,421,000)
Net increase in cash and cash equivalents, and restricted cash	1,484,000	4,532,000
Cash and cash equivalents, and restricted cash at beginning of period	55,827,000	25,370,000	25,370,000
Cash and cash equivalents, and restricted cash at end of period	57,311,000	29,902,000	$ 55,827,000
Supplemental cash flow information:
Income taxes, net	2,969,000	1,986,000
Interest	1,000	4,000
Non-cash investing activities:
Capitalized stock-based compensation	188,135	0
Non-cash financing activities:
Change in due to member related to Exchange Agreement	0	18,619,000
Change in deferred tax asset related to Exchange Agreement	0	(20,732,000)
Issuance of Class A common stock in a private offering related to Exchange Agreement	0	16,484,000
Exchange of Class B membership interests related to Exchange Agreement	0	(14,371,000)
Declared but unpaid distribution to member of Health Plan Intermediaries, LLC	$ 0	$ 2,695,000

Organization, Basis of Presenta

Organization, Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
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 quarterly 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. Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements for the three months ended March 31, 2018 and 2017 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by GAAP for complete financial statements. The information included in this quarterly report, including the interim condensed consolidated financial statements and the accompanying notes, should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which, except as disclosed in the below section titled "Reclassifications," include only normal recurring adjustments, necessary to state fairly the financial position, results of operations, stockholders' equity, and cash flows of the Company. The condensed consolidated results for th e three months ended March 31, 2018 are not necessarily indicative of the results to be expected for any subsequent interim period or for the year ending December 31, 2018 . 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 . Summary of Significant Accounting Policies The following is an update to our significant accounting policies described in Note 1, Organization, Basis of Presentation, and Summary of Significant Accounting Policies, in our audited consolidated financial statements for the year ended December 31, 2017 included in our Annual Report on Form 10-K. Reclassifications The Company reclassified in-transit credit card and ACH receipts previously included in accounts receivable, net, prepaid expenses, and other current assets on the balance sheet to cash and cash equivalents. This change resulted in an increase in cash and cash equivalents, and a corresponding decrease in accounts receivable, net, prepaid expense and other current assets of $2.4 million as of March 31, 2018 on the condensed consolidated balance sheet. As of December 31, 2017, the change resulted in a $1.6 million increase in cash and cash equivalents, and a corresponding decrease in accounts receivable, net, prepaid expense and other current assets. The impact on the condensed consolidated statement of cash flows for the three months ended March 31, 2018 was an increase in cash provided by operating activities of $872,000 . For the three months ended March 31, 2017, the impact of this reclassification on the condensed consolidated statement of cash flows resulted in a decrease in operating cash flows of $1.1 million . The changes described do not effect the condensed consolidated statements of income or stockholders’ equity. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements. These estimates also affect the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates. 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 November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, an update 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. 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. The Company has adopted this update during the first quarter of 2018 and has properly reported restricted cash and restricted cash equivalents in our beginning-of-period and end-of-period total cash and cash equivalents balance. Accounting pronouncements not yet adopted 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 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 third 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 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.

Other Assets

Other Assets	3 Months Ended
	Mar. 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Assets	Other Assets Other assets for the three months ended March 31, 2018 were $1.1 million compared to $96,000 at the year ended December 31, 2017 . This change was primary the result of a $1.0 million increase in advanced commissions that, contractually, are not expected to be collected within 12 months.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets There have been no material changes to Goodwill and Intangible assets from amounts reported in the Company’s Annual Report on Form 10-K at December 31, 2017 except for amortization expense recorded for definite lived intangible assets. Amortization expense for the three months ended March 31, 2018 and 2017 was $464,000 and $511,000 , respectively.

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	3 Months Ended
	Mar. 31, 2018
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following as of ($ in thousands): March 31, 2018 December 31, 2017 Carriers and vendors payable $ 15,942 $ 14,726 Commissions payable 8,482 8,811 Accrued wages 2,118 7,116 Accrued refunds 1,551 1,940 Accounts payable 2,216 3,725 Accrued professional fees 1,032 820 Accrued credit card/ACH fees 474 483 Other accrued expenses 1,007 2,104 Total accounts payable and accrued expenses $ 32,822 $ 39,725

Debt

Debt	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Debt	Debt There have been no changes to Company debt from amounts reported in the Company’s Annual Report on Form 10-K at December 31, 2017. As of March 31, 2018 , we had no outstanding balance from draws on the Credit Facility and $30.0 million was available to be drawn upon. The Company is in compliance with all covenants.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2018
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity There have been no material changes to Stockholders' Equity as reported in the Company’s Annual Report on Form 10-K at December 31, 2017 except for the following items: 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 three months ended March 31, 2018 and 2017 there were 1,109 and 11,627 shares, respectively, transferred to Treasury for statutory tax withholding obligations as a result of vested restricted stock awards. No shares were transferred to Treasury as a result of forfeitures of restricted stock awards during the three months ended March 31, 2018 and 2017 . There was no other Treasury activity during the three months ended March 31, 2018 . 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. During the three months ended March 31, 2018 there were no repurchases made under the current share repurchase program. During the year ended December 31, 2017 , we repurchased 222,184 shares of our registered Class A common stock under the current share repurchase program at an average price per share of $22.15 . During the three months ended March 31, 2017 there were no repurchases made under the previous share repurchase program.

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based Compensation	Stock-based Compensation No restricted shares, SARs, or stock options were granted during the three months ended March 31, 2018 or 2017 . The following table summarizes stock-based compensation expense for the three months ended March 31, 2018 and 2017 ($ in thousands): Three Months Ended March 31, 2018 2017 Restricted shares $ 2,269 $ 380 SARs 552 433 Stock options — 8 Less amounts capitalized for internal-use software (188 ) — Total $ 2,633 $ 821 The following table summarizes unrecognized stock-based compensation and the remaining weighted average period over which such stock-based compensation is expected to be recognized as of March 31, 2018 ($ in thousands): Unrecognized Expense Weighted Average Remaining Years Restricted shares $ 10,713 1.9 SARs 2,564 2.0 Total $ 13,277 The amounts in the table above do not include the cost of any additional awards that may be granted in future periods nor any changes in our forfeiture rate. During the three months ended March 31, 2018 and 2017 , there were 2,400 and 1.1 million SARs exercised, respectively, resulting in an increase of 2,000 and 784,000 issued shares of Class A common stock, respectively. During the three months ended March 31, 2018 and 2017 , there were no SARs forfeited. During the three months ended March 31, 2018 and 2017 , there were 2,600 and 8,000 options exercised, respectively. During the three months ended March 31, 2018 and 2017 , there were no options forfeited. During the three months ended March 31, 2018 , there were 179,400 restricted stock awards issued for performance restricted shares previously granted in which the performance metrics were contractually satisfied during the period. No restricted stock awards were issued in the three months ended March 31, 2017 . During the three months ended March 31, 2018 and 2017 , there were no restricted stock awards forfeited. For the three months ended March 31, 2018 and 2017 , there were cash outflows of $36,000 and $185,000 , respectively, with respect to shares redeemed to cover the tax obligations for the settlement of vested Restricted stock. We recognized no income tax benefits from stock-based activity for the three months ended March 31, 2018 . During the three months ended March 31, 2017, the Company elected to early adopt ASU 2016- 09, Improvements to Employee Share-Based Payment Accounting , and as a result of this adoption, 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 a $0.38 increase in our basic earnings per share in the condensed consolidated statement of income. For the three months ended March 31, 2018 , we capitalized $188,135 of stock-based compensation expense related to the development of internal-use software. See Note 1 and Note 3 of our Annual Report on Form 10-K for the period ended December 31, 2017 for further information on our internal-use software.

Net Income Per Share

Net Income Per Share	3 Months Ended
	Mar. 31, 2018
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 three months ended March 31, 2018 and 2017 were as follows ($ in thousands, except share and per share data): Three Months Ended March 31, 2018 2017 Basic net income attributable to Health Insurance Innovations, Inc. $ 4,146 $ 5,834 Weighted average shares—basic 11,589,777 8,892,239 Effect of dilutive securities: Restricted shares 538,465 251,406 SARs 521,782 872,467 Stock options 8,253 35,257 Weighted average shares—diluted 12,658,277 10,051,369 Basic net income per share attributable to Health Insurance Innovations, Inc. $ 0.36 $ 0.66 Diluted net income per share attributable to Health Insurance Innovations, Inc. $ 0.33 $ 0.58 Potential common shares are included in the diluted per share calculation when dilutive. Potential common shares consist of Class A common stock issuable through unvested restricted stock grants and stock appreciation rights and are calculated using the treasury stock method. The following securities were not included in the calculation of diluted net income per share because such inclusion would be antidilutive (in thousands): Three Months Ended March 31, 2018 2017 SARs 251 — Additionally, potential common stock totaling 3,841,667 shares at March 31, 2018 and 2017 issuable under the exchange agreement were not included in diluted shares because such inclusion would be antidilutive. See Note 7 in our Annual Report on Form 10-K for the year ended December 31, 2017 for further details on the exchange agreement.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes HPIH is taxed as a partnership for 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 on our allocable share of net taxable income that is reflected in our condensed consolidated financial statements. The effective tax rate for the three months ended March 31, 2018 and 2017 was 23.1% and (20.8)% , respectively. For the three months ended March 31, 2018 and 2017 , the provision and benefit for income taxes was $1.8 million and $1.5 million , respectively. 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. Due to the ownership structure of HP, which is a taxable entity, it cannot join in a consolidated tax filing with HIIQ. Consequently, its federal and state tax jurisdictions are separate from those of HIIQ, which prevents deferred tax assets and liabilities of HIIQ and HP from offsetting one another. On a standalone basis, the effective tax rate for the three months ended March 31, 2018 and 2017 for HIIQ was 20.6% and (17.9)% , respectively, while the effective tax rate for each of the three months ended March 31, 2018 for HP was 0.0% and 3.8% , respectively. We account for uncertainty in income taxes using a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more 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. For the three months ended March 31, 2018 and 2017 , 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 March 31, 2018 and 2017 , respectively. The Company’s 2014 through 2017 tax years remain subject to examination by tax authorities.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies 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 the managing member. During the three months ended March 31, 2018 , HPIH paid cash distributions of $862,000 for these entities related to estimated federal and state income taxes, pursuant to the operating agreement entered into by HPIH and HPI. Of these cash distributions, $638,000 was related to amounts accrued for at December 31, 2017 and included in Due to member on the consolidated balance sheet. For the three months ended March 31, 2017 , $38,000 in cash distributions were made for estimated federal and state income taxes. 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. As of March 31, 2018 , we have no accrued payments due to member, other than the TRA liability disclosed below, recorded in the due to member in condensed consolidated balance sheet. Tax Receivable Agreement On February 13, 2013, we entered into a Tax Receivable Agreement (the "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 March 31, 2018, 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. As of March 31, 2018 , as a result of these exchanges, we have recorded a liability of $16.2 million pursuant to the TRA, of which $1.1 million is included in current liabilities and $15.1 million is included in long-term liabilities on the accompanying condensed consolidated balance sheets. We have determined that this 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 March 31, 2018 , we have made $1.2 million of cumulative payments under the TRA. Legal Proceedings The Company is subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business. The Company accrues losses associated with legal claims when such losses are probable and reasonably estimable. If the Company determines that a loss is probable and cannot estimate a specific amount for that loss, but can estimate a range of loss, the best estimate within the range is accrued. If no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. Estimates are adjusted as additional information becomes available or circumstances change. Legal defense costs associated with loss contingencies are expensed in the period incurred. State Regulatory Examinations Indiana Multistate Market Conduct Examination The Company is the subject of a previously disclosed multistate market conduct examination ("MCE") that commenced in April 2016 by the Market Actions Working Group of the National Association of Insurance Commissioners. The MCE, which is led by the Indiana Department of Insurance, comprised of 43 participating state insurance departments, was initially focused on a review of HCC Life Insurance Company’s sales, marketing, and compliance practices relating to short-term medical plans. The MCE was later expanded to include the Company’s marketing, sales, compliance, and administration activities. During the period from May 2016 through February 2018, the Company was served with requests for information in the form of subpoenas, and the Company has responded to the requests and has otherwise been fully cooperating with the examiners. As of May 2, 2018, no findings of any sort (including findings of breaches or wrongdoing) have been formally or informally communicated to the Company by the examiners. On April 10, 2018 the California Department of Insurance published a December 2017 Regulatory Settlement Agreement between HCC and certain states participating in the HCC MCE, although the Company was not included in that reported settlement. In addition to the MCE 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. 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. As of April 30, 2018 there have been no findings of any sort (including findings of breaches or wrongdoing) communicated to the Company by the MAG. We are proactively communicating and cooperating with all regulatory agencies involved in the above-described examinations and actions and we continue to develop and enhance 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. 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 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"). The Company moved to dismiss the complaint on March 9, 2018. Prior to hearing on the Motion to Dismiss the plaintiffs’ counsel amended the complaint substituting in new plaintiffs named Bryant and Delgado. As such, the complaint was restyled as Bryant et. al. v. HCC Medical Insurance Services, LLC, et al . with the same case number. The Company and other defendants will likely respond with motions to dismiss on procedural grounds. 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 Bryant 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 any of these listed activities. In fact, with at least one of the newer plaintiffs (Delgado), it seems that the Company had no relationship. An additional claim for breach of contract is alleged solely against the independent insurance carriers. 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. In the case styled as Charles M. Butler, III and Chole Butler v. Unified Life Ins. Co., et al. , Case No. 17-cv-00050-SPW-TJC, U.S. District Court for the District of Montana (Billings Div.) (“Butler case”), in which allegations of misrepresentation and claims handling were made against the independent insurance agency and a carrier, 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. In the case styled as Carter v. Companion Life Insurance Company et al ., Case No. 18-cv-350, U.S. District Court for the District of Alabama (“Carter case”), in which allegations of claims handling were made against the carrier and the plaintiff also named the Company as a party. The Carter case was recently received on March 20, 2018 and the Company is evaluating the matter. 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 were styled Cioe Investments Inc. v. Health Insurance Innovations, Inc., Gavin Southwell, and Michael Hershberger , Case No. 1:17-cv-05316-NG-ST, filed in the U.S. District Court for the Eastern District of New York on September 11, 2017; Michael Vigorito v. Health Insurance Innovations, Inc., Gavin Southwell, and Michael Hershberger , Case No. 1:17-cv-06962, filed in the U.S. District Court for the Southern District of New York on September 13, 2017; and Shilpi Kavra v. Health Insurance Innovations, Inc., Patrick McNamee, Gavin Southwell, and Michael Hershberger , Case No. 8:17-cv-02186-EAK-MAP, filed in the U.S. District Court for the Middle District of Florida on September 21, 2017. All three of the foregoing actions (the “Securities Actions”) were filed after a decline in the trading price of the Company’s common stock following the release of a report authored by a short-seller of the Company’s common stock raising questions about, among other things, the Company’s public disclosures relating to the Company’s regulatory examinations and regulatory compliance. All three of the Securities Actions, which were based substantially on the allegations raised in the short-seller report, contained substantially the same allegations, and alleged that the Company made materially false or misleading statements or omissions relating to regulatory c ompliance matters, particularly regarding to the Company’s application for a third-party administrator license in the State of Florida. In November and December 2017, the Cioe Investments and Vigorito cases were transferred to the U.S. District Court for the Middle District of Florida, and on December 28, 2017, they were consolidated with the Kavra matter under the case caption, In re Health Insurance Innovations Securities Litigation , Case No. 8:17-cv-2186-EAK-MAP (M.D. Fla.). On February 6, 2018, the court appointed Robert Rector as lead plaintiff and appointed lead counsel, and lead plaintiff filed a consolidated complaint on March 23, 2018. The consolidated complaint, which dropped Patrick McNamee as a defendant and added Michael Kosloske as a defendant, largely sets forth the same factual allegations as the initially filed Securities Actions filed in September 2017 and adds allegations relating to alleged materially false statements and omissions relating to the regulatory proceeding previously initiated against the Company by the Montana State Auditor, Commissioner of Securities and Insurance (the “CSI”), which proceeding was dismissed on October 31, 2017 in light of CSI’s decision to join the Indiana Multistate Examination. The complaint also adds allegations regarding insider stock sales by Messrs. Kosloske and Hershberger. The consolidated complaint alleges violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SEC Rule 10b-5, and Section 20(a) of the Exchange Act. According to the consolidated complaint, the plaintiffs in the action 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 Company’s response to the consolidated complaint is due on May 7, 2018. The Company intends to vigorously defend against the claims. However, at this time, it cannot predict the probable outcome of this action, and, accordingly, no amounts have been accrued in the Company’s condensed consolidated financial statements. Putative Derivative Action Lawsuits Two individuals, Ian DiFalco and Dayle Daniels, filed separate but similar derivative action complaints on April 5 and April 6, 2018, respectively, in the Delaware Court of Chancery naming most of the Company’s directors and executive officers as defendants. The derivative complaints assert alleged violations of Section 14(a) of the Securities Exchange Act, Section 10(b) of the Exchange Act and Rule 10b-5, and Section 20(a) of the Exchange Act, and claims for alleged breach of fiduciary duties, alleged unjust enrichment, alleged abuse of control, alleged gross mismanagement, and alleged waste of corporate assets. The factual allegations in the complaints are based largely on the factual allegations in the above-described consolidated securities class action consolidated complaint and include additional allegations relating to misconduct by third-party call centers utilized by the Company in its operations. To the Company’s knowledge, only the Company has been served with the complaints to date. The plaintiffs are seeking declaratory relief, direction to reform and improve corporate governance and internal procedures, and an undetermined amount of damages, restitution, interest, and attorneys’ fees and costs. Defendants intend to vigorously defend against these claims. However, at this time, the Company cannot predict the probable outcome of these actions, and, accordingly, no amounts have been accrued in the Company’s condensed consolidated financial statements. 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. 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 however, Cunningham refiled his complaint and the second case was dismissed on March 1, 2018. Making a third attempt, Cunningham refiled his complaint on April 16, 2018, in a now-third venue, the Middle District of Florida. In the Moser case, on April 19, 2018, a court-ordered Early Neutral Evaluation occurred with all parties in attendance. Settlement discussions were unproductive and the magistrate judge set the schedule for discovery. In Hicks, the case is proceeding to an initial mediation presently set for June 15, 2018. A similar case, known as Foote, was filed on March 22, 2018, and also styled but not yet certified as class action. The Company is reviewing the matter and its response is not yet due. 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. Other matters The Company has also received claims from insureds relating to lack of carrier coverage, claims handling, and alleged deceptive sales practices relating to carriers with which we do business. In each of these individual insureds’ claims, the Company attempts to dismiss, challenge, or resolve the claims as quickly as possible. We enter agreements in the ordinary course of business that may require us to indemnify the other party for claims brought by a third-party. From time to time, we have received requests for indemnification. Presently the Company is managing and responding to both formal and informal requests for indemnification from a number of carriers related to the multistate action and the TCPA claims identified above. Management cannot reasonably estimate any potential losses, but these claims could result in material liability for us. Closed Matters TPA Licensure On February 14, 2018, the Florida Office of Insurance Regulation ("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. 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.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions There have been no material changes to the Related Party Transactions disclosures made in our Annual Report on Form 10-K for the period ended December 31, 2017, except for those noted in Note 10 above related to required payments under the TRA, and the HPIH and HPI operating Agreement.

Organization, Basis of Presen19

Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements for the three months ended March 31, 2018 and 2017 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by GAAP for complete financial statements. The information included in this quarterly report, including the interim condensed consolidated financial statements and the accompanying notes, should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 . In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which, except as disclosed in the below section titled "Reclassifications," include only normal recurring adjustments, necessary to state fairly the financial position, results of operations, stockholders' equity, and cash flows of the Company. The condensed consolidated results for th e three months ended March 31, 2018 are not necessarily indicative of the results to be expected for any subsequent interim period or for the year ending December 31, 2018 . 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 condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements. These estimates also affect the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.
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 November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, an update 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. 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. The Company has adopted this update during the first quarter of 2018 and has properly reported restricted cash and restricted cash equivalents in our beginning-of-period and end-of-period total cash and cash equivalents balance. Accounting pronouncements not yet adopted 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 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 third 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 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.

Accounts Payable and Accrued 20

Accounts Payable and Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2018
Payables and Accruals [Abstract]
Summary of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consisted of the following as of ($ in thousands): March 31, 2018 December 31, 2017 Carriers and vendors payable $ 15,942 $ 14,726 Commissions payable 8,482 8,811 Accrued wages 2,118 7,116 Accrued refunds 1,551 1,940 Accounts payable 2,216 3,725 Accrued professional fees 1,032 820 Accrued credit card/ACH fees 474 483 Other accrued expenses 1,007 2,104 Total accounts payable and accrued expenses $ 32,822 $ 39,725

Stock-based Compensation (Table

Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of Stock-based Compensation Expenses	The following table summarizes stock-based compensation expense for the three months ended March 31, 2018 and 2017 ($ in thousands): Three Months Ended March 31, 2018 2017 Restricted shares $ 2,269 $ 380 SARs 552 433 Stock options — 8 Less amounts capitalized for internal-use software (188 ) — Total $ 2,633 $ 821
Summary of Unrecognized Stock-based Compensation	The following table summarizes unrecognized stock-based compensation and the remaining weighted average period over which such stock-based compensation is expected to be recognized as of March 31, 2018 ($ in thousands): Unrecognized Expense Weighted Average Remaining Years Restricted shares $ 10,713 1.9 SARs 2,564 2.0 Total $ 13,277

Net Income Per Share (Tables)

Net Income Per Share (Tables)	3 Months Ended
	Mar. 31, 2018
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 three months ended March 31, 2018 and 2017 were as follows ($ in thousands, except share and per share data): Three Months Ended March 31, 2018 2017 Basic net income attributable to Health Insurance Innovations, Inc. $ 4,146 $ 5,834 Weighted average shares—basic 11,589,777 8,892,239 Effect of dilutive securities: Restricted shares 538,465 251,406 SARs 521,782 872,467 Stock options 8,253 35,257 Weighted average shares—diluted 12,658,277 10,051,369 Basic net income per share attributable to Health Insurance Innovations, Inc. $ 0.36 $ 0.66 Diluted net income per share attributable to Health Insurance Innovations, Inc. $ 0.33 $ 0.58
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 because such inclusion would be antidilutive (in thousands): Three Months Ended March 31, 2018 2017 SARs 251 —

Organization, Basis of Presen23

Organization, Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Period of exemptions under JOBS Act	5 years
Cash and cash equivalents	$ 41,926		$ 40,907
Accounts receivable, net, prepaid expenses and other current assets	(1,979)		(2,227)
Net cash provided by (used in) operating activities	3,062	$ 6,636
Reclassification
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash and cash equivalents	2,400		1,600
Accounts receivable, net, prepaid expenses and other current assets	2,400		$ 1,600
Net cash provided by (used in) operating activities	$ 872	$ (1,100)

Other Assets (Details)

Other Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other assets	$ 1,098	$ 96
Increase in advanced commissions not expected to be collected within 12 months	$ 1,000

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 464	$ 511

Accounts Payable and Accrued 26

Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Carriers and vendors payable	$ 15,942	$ 14,726
Commissions payable	8,482	8,811
Accrued wages	2,118	7,116
Accrued refunds	1,551	1,940
Accounts payable	2,216	3,725
Accrued professional fees	1,032	820
Accrued credit card/ACH fees	474	483
Other accrued expenses	1,007	2,104
Total accounts payable and accrued expenses	$ 32,822	$ 39,725

Debt (Details)

Debt (Details) - Credit Agreement - Revolving Credit Facility	Mar. 31, 2018USD ($)
Line of Credit Facility [Line Items]
Outstanding balance	$ 0
Revolving line of credit	$ 30,000,000

Stockholders' Equity - Narrativ

Stockholders' Equity - Narrative (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Oct. 13, 2017
Class of Stock [Line Items]
Number of shares transferred to treasury (in shares)	1,109	11,627
Treasury Stock
Class of Stock [Line Items]
Number of shares transferred to treasury (in shares)	(1,109)		(39,049)
Repurchase of common stock (in shares)			(222,184)
Treasury Stock | Forfeitures of Restricted Stock Awards
Class of Stock [Line Items]
Number of shares acquired during the period (in shares)	0	0
Class A Common Stock
Class of Stock [Line Items]
Authorized amount of share repurchase program				$ 50,000,000
Repurchase of common stock (in shares)	0	0	222,184
Repurchase of common stock, average price per share (in USD per share)			$ 22.15

Stock-based Compensation - Narr

Stock-based Compensation - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
SARs and options granted (in shares)	0	0
Number of stock option exercised (in shares)	2,600	8,000
Number of options outstanding forfeited (in shares)	0	0
Cash outflow from stock based incentive plans	$ 2,633,000	$ 821,000
Income tax benefits from stock-based activity	0
Excess tax benefits related to vested and exercised share-based compensation awards		$ 3,300,000
Increase in basic earnings per share (in USD per share)		$ 0.38
Capitalized stock-based compensation	$ 188,135	$ 0
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock option exercised (in shares)	2,000	784,000
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)	0	0
SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
SARs and options granted (in shares)	0	0
Number of stock option exercised (in shares)	2,400	1,100,000
Number of options outstanding forfeited (in shares)	0	0
Performance restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)	179,400	0
Stock Based Incentive Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash outflow from stock based incentive plans	$ 36,000	$ 185,000

Stock-based Compensation - Summ

Stock-based Compensation - Summary of Stock-based Compensation Expenses (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Less amounts capitalized for internal-use software	$ (188,135)	$ 0
Total	2,633,000	821,000
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	2,269,000	380,000
SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	552,000	433,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 0	$ 8,000

Stock-based Compensation - Su31

Stock-based Compensation - Summary of Unrecognized Stock-based Compensation (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation amount	$ 13,277
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation amount	$ 10,713
Stock-based compensation expense amount expected to be recognized	1 year 11 months 2 days
SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation amount	$ 2,564
Stock-based compensation expense amount expected to be recognized	1 year 11 months 23 days

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	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Basic securities
Basic net income attributable to Health Insurance Innovations, Inc.	$ 4,146	$ 5,834
Weighted average shares—basic (in shares)	11,589,777	8,892,239
Effect of dilutive securities:
Weighted average shares—diluted (in shares)	12,658,277	10,051,369
Basic net income per share attributable to Health Insurance Innovations, Inc. (in USD per share)	$ 0.36	$ 0.66
Diluted net income per share attributable to Health Insurance Innovations, Inc. (in USD per share)	$ 0.33	$ 0.58
Restricted shares
Effect of dilutive securities:
Dilutive securities (in shares)	538,465	251,406
SARs
Effect of dilutive securities:
Dilutive securities (in shares)	521,782	872,467
Stock options
Effect of dilutive securities:
Dilutive securities (in shares)	8,253	35,257

Net Income Per Share Net Income

Net Income Per Share Net Income per Share - Summary of Securities Not Included in Calculation of Diluted Net Income (Details) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	3,841,667	3,841,667
SARs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities (in shares)	251,000	0

Net Income Per Share - Narrativ

Net Income Per Share - Narrative (Details) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Abstract]
Anti-dilutive securities (in shares)	3,841,667	3,841,667

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Taxes [Line Items]
Effective tax rate	23.10%	(20.80%)
Provision (benefit) for income taxes	$ 1,796,000	$ (1,469,000)
Unrecognized tax benefits	$ 0	$ 0
HII
Income Taxes [Line Items]
Effective tax rate	20.60%	(17.90%)
HP
Income Taxes [Line Items]
Effective tax rate	0.00%	3.80%

Commitments and Contingencies -

Commitments and Contingencies - Narrative (Details) - USD ($)	Feb. 14, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Sep. 30, 2017
Other Commitments [Line Items]
Cash distributions		$ 224,000		$ 3,353,000
TRA liability, current		1,137,000		1,775,000
TRA liability, non-current		15,096,000		15,096,000
Assessed fine	$ 140,000
Health Plan Intermediaries, LLC
Other Commitments [Line Items]
Cash distributions		862,000	$ 38,000
Deferred tax liabilities		0		638,000
Tax Receivable Agreement
Other Commitments [Line Items]
Payments under tax receivable agreement		1,200,000
Tax Receivable Agreement | Tax Receivable Agreement
Other Commitments [Line Items]
TRA liability		$ 16,200,000
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
Pending Litigation | Craig Cunningham, Kenneth Moser, And Amanda Hicks V. Company | Minimum
Other Commitments [Line Items]
Range of possible damages from lawsuits					$ 160,000
Pending Litigation | Craig Cunningham, Kenneth Moser, And Amanda Hicks V. Company | Maximum
Other Commitments [Line Items]
Range of possible damages from lawsuits				$ 5,000,000