eHealth, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS EHEALTH, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) March 31, 2021 December 31, 2020 Assets (Unaudited) Current assets: Cash and cash equivalents $ 92,250 $ 43,759 Short-term marketable securities 33,922 49,620 Accounts receivable 1,847 1,799 Contract assets – commissions receivable – current 180,276 219,153 Prepaid expenses and other current assets 12,325 16,661 Total current assets 320,620 330,992 Contract assets – commissions receivable – non-current 561,571 573,252 Property and equipment, net 14,869 14,609 Operating lease right-of-use assets 41,284 42,558 Restricted cash 3,354 3,354 Intangible assets, net 8,393 8,569 Goodwill 40,233 40,233 Other assets 27,471 26,455 Total assets $ 1,017,795 $ 1,040,022 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 10,944 $ 36,921 Accrued compensation and benefits 24,630 20,542 Accrued marketing expenses 11,076 17,788 Lease liabilities – current 5,316 5,192 Deferred revenue 877 308 Other current liabilities 4,270 3,657 Total current liabilities 57,113 84,408 Commitments and contingencies Deferred income taxes – non-current 71,748 72,317 Lease liabilities – non-current 39,984 41,369 Other non-current liabilities 5,025 4,370 Stockholders’ equity: Common stock 38 38 Additional paid-in capital 728,213 721,013 Treasury stock, at cost ( 199,998 ) ( 199,998 ) Retained earnings 315,355 316,155 Accumulated other comprehensive income 317 350 Total stockholders’ equity 843,925 837,558 Total liabilities and stockholders’ equity $ 1,017,795 $ 1,040,022 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 EHEALTH, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands, except per share amounts, unaudited) Three Months Ended March 31, 2021 2020 Revenue: Commission $ 127,052 $ 99,669 Other 7,162 6,739 Total revenue 134,214 106,408 Operating costs and expenses: Cost of revenue 996 1,138 Marketing and advertising 50,874 37,764 Customer care and enrollment 34,162 30,535 Technology and content 23,163 15,740 General and administrative 23,054 19,653 Amortization of intangible assets 176 547 Restructuring charges 2,431 — Total operating costs and expenses 134,856 105,377 Income (loss) from operations ( 642 ) 1,031 Other income, net 150 373 Income (loss) before provision for (benefit from) income taxes ( 492 ) 1,404 Provision for (benefit from) income taxes 308 ( 2,048 ) Net income (loss) $ ( 800 ) $ 3,452 Net income (loss) per share: Basic $ ( 0.03 ) $ 0.14 Diluted $ ( 0.03 ) $ 0.13 Weighted-average number of shares used in per share amounts: Basic 26,620 24,719 Diluted 26,620 26,179 Comprehensive income (loss): Net income (loss) $ ( 800 ) $ 3,452 Unrealized holding gain (loss) for available for sales debt securities, net of tax ( 16 ) 25 Foreign currency translation adjustment ( 17 ) ( 31 ) Comprehensive income (loss) $ ( 833 ) $ 3,446 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 EHEALTH, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, unaudited) Three Months Ended March 31, 2021 Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity Shares Amount Shares Amount Balance as of December 31, 2020 37,755 $ 38 $ 721,013 11,831 $ ( 199,998 ) $ 316,155 $ 350 $ 837,558 Issuance of common stock in connection with equity incentive plans 238 — 285 — — — — 285 Repurchase of shares to satisfy employee tax withholding obligations — — ( 5,037 ) 81 — — — ( 5,037 ) Stock-based compensation — — 11,952 — — — — 11,952 Other comprehensive income, net of tax — — — — — — ( 33 ) ( 33 ) Net loss — — — — — ( 800 ) — ( 800 ) Balance as of March 31, 2021 37,993 $ 38 $ 728,213 11,912 $ ( 199,998 ) $ 315,355 $ 317 $ 843,925 Three Months Ended March 31, 2020 Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity Shares Amount Shares Amount Balance as of December 31, 2019 34,752 $ 35 $ 455,159 11,616 $ ( 199,998 ) $ 271,852 $ 116 $ 527,164 Cumulative effect from the adoption of ASU 2016-13 — — — — — ( 1,147 ) — ( 1,147 ) Issuance of common stock in connection with equity incentive plans 141 — 1,091 — — — — 1,091 Repurchase of shares to satisfy employee tax withholding obligations — — ( 4,375 ) 33 — — — ( 4,375 ) Shares issued in equity offering 2,070 2 228,022 — — — — 228,024 Settlement of earnout liability 295 — 28,521 — — — — 28,521 Stock-based compensation — — 8,962 — — — — 8,962 Other comprehensive income, net of tax — — — — — — ( 6 ) ( 6 ) Net income — — — — — 3,452 — 3,452 Balance as of March 31, 2020 37,258 $ 37 $ 717,380 11,649 $ ( 199,998 ) $ 274,157 $ 110 $ 791,686 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 EHEALTH, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited) Three Months Ended March 31, 2021 2020 Operating activities: Net income (loss) $ ( 800 ) $ 3,452 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,138 823 Amortization of internally developed software 2,806 1,501 Amortization of intangible assets 176 547 Stock-based compensation expense 11,402 8,714 Deferred income taxes ( 570 ) ( 2,141 ) Other non-cash items 420 223 Changes in operating assets and liabilities: Accounts receivable ( 48 ) 1,664 Contract assets – commissions receivable 50,635 26,873 Prepaid expenses and other assets 4,225 ( 159 ) Accounts payable ( 25,826 ) ( 16,279 ) Accrued compensation and benefits 4,088 ( 11,104 ) Accrued marketing expenses ( 6,712 ) ( 7,329 ) Deferred revenue 570 113 Accrued expenses and other liabilities 1,305 2,009 Net cash provided by operating activities 42,809 8,907 Investing activities: Capitalized internal-use software and website development costs ( 3,242 ) ( 3,564 ) Purchases of property and equipment and other assets ( 1,899 ) ( 2,508 ) Purchases of marketable securities ( 7,771 ) ( 58,064 ) Proceeds from redemption and maturities of marketable securities 23,409 — Net cash provided by (used in) investing activities 10,497 ( 64,136 ) Financing activities: Proceeds from issuance of common stock, net of issuance costs — 228,024 Net proceeds from exercise of common stock options 285 1,091 Repurchase of shares to satisfy employee tax withholding obligations ( 5,037 ) ( 4,375 ) Acquisition-related contingent payments — ( 8,751 ) Principal payments in connection with leases ( 38 ) ( 58 ) Net cash provided by (used in) financing activities ( 4,790 ) 215,931 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 25 ) ( 2 ) Net increase in cash, cash equivalents and restricted cash 48,491 160,700 Cash, cash equivalents and restricted cash at beginning of period 47,113 26,820 Cash, cash equivalents and restricted cash at end of period $ 95,604 $ 187,520 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1 – Summary of Business and Significant Accounting Policies Description of Business – eHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is a leading health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to connect every person with the highest quality, most affordable health insurance and Medicare plans for their life circumstances. Our platform integrates proprietary and third-party developed educational content regarding health insurance plans with decision support tools to aid consumers in what has traditionally been a confusing and opaque health insurance purchasing process, and to help them obtain the health insurance products that meet their individual health and economic needs. Our omnichannel consumer engagement platform is designed to meet the consumer wherever they prefer to engage with us, and enables consumers to use our services online, through interactive chat, or by telephone with a licensed insurance agent. We have created a marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual and family, small business and other ancillary health insurance products from over 200 health insurance carriers across all fifty states and the District of Columbia. Basis of Presentation – The accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020 and the condensed consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for the three months ended March 31, 2021 and 2020, respectively, are unaudited. The condensed consolidated balance sheet data as of December 31, 2020 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission on February 26, 2021. The accompanying financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. The condensed consolidated financial statements include the accounts of eHealth, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations. Certain prior period amounts have been reclassified to conform with our current period presentation. However, we believe that the disclosures made are adequate to make the information not misleading. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020 and include all adjustments necessary for the fair presentation of our financial position as of March 31, 2021 and December 31, 2020, and our results of operations for the periods presented. Our financial position as of March 31, 2021 and results of operations and cash flows for the three months ended March 31, 2021 were not materially impacted by the COVID-19 pandemic but the Company is continuously assessing the evolving situation related to the pandemic. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2021 and therefore should not be relied upon as an indicator of future results. Subsequent to the issuance of our consolidated financial statements for the year ended December 31, 2020, we identified certain errors, including a $ 3.0 million under-recognition of stock-based compensation expense and a $ 1.5 million over-recognition of licensing costs for the year ended December 31, 2020. We adjusted for these items in the first quarter of 2021 and the adjustments reduced our net income (loss) by approximately $ 1.5 million in our Condensed Consolidated Statement of Comprehensive Income (Loss) for the three months ended March 31, 2021. We evaluated the effects of these out-of-period adjustments, both qualitatively and quantitatively, and concluded that the errors and the correction thereof were immaterial both individually and in the aggregate to the current reporting period and the periods in which they originated, including quarterly reporting. Significant Accounting Policies, Estimates and Judgments – The preparation of condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates, judgments and 7 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the useful lives of intangible assets, fair value of investments, recoverability of intangible assets, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, provision (benefit) for income taxes and the assumptions used in determining stock-based compensation. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. Actual results may differ from these estimates. There have been no material changes to our significant accounting policies discussed in our Annual Report on Form 10-K for the year ended December 31, 2020. Seasonality – Open enrollment periods drive the seasonality of our business. A greater number of our Medicare-related health insurance plans are sold in our fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. As a result, our Medicare plan-related commission revenue is highest in our fourth quarter. Any changes or additional enrollment periods may change the seasonality of our business. For instance, due to the reintroduction of the Medicare Advantage open enrollment period that takes place in the first quarter of the year, our first quarter is generally the second-highest revenue generating quarter. The majority of our individual and family health insurance plans are sold in the fourth quarter during the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state due to the recent COVID-19 pandemic. Recently Adopted Accounting Pronouncement Income Taxes (Topic 740) – In December 2019, the FASB issued ASU No. 2019-12, Income Tax, Simplifying the Accounting for Income Taxes , which aims to simplify the accounting for income taxes. We adopted this guidance in the first quarter of 2021 and it did not have a material impact on our condensed consolidated financial statements. Codification Improvements – In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements . ASU 2020-10 is intended to facilitate codification updates for technical corrections, such as conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements. It contains amendments that improve the consistency of the codification by including all disclosure guidance in the appropriate disclosure section and other updates that varies in nature. We adopted this guidance in the first quarter of 2021 with no material impact on our condensed consolidated financial statements and disclosures. Debt with Conversion and Other Options (Topic 470) and Contracts in Entity's Own Equity (Topic 815) – In June 2020, the FASB issued ASU No. 2020-06 to simplify the accounting for convertible instruments and improve the usefulness and relevance of information regarding convertible instruments. This ASU reduces the number of accounting models for converting debt instruments and convertible preferred stock. ASU No. 2020-06 is effective for us in 2022, with early adoption permitted. We have early adopted this guidance in the first quarter of 2021 and it did not have a material impact on our condensed consolidated financial statements. 8 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 2 – Revenue Disaggregation of Revenue – The table below depicts the disaggregation of revenue by product and is consistent with how we evaluate our financial performance (in thousands): Three Months Ended March 31, 2021 2020 Medicare Medicare Advantage $ 103,525 $ 68,347 Medicare Supplement 8,222 15,170 Medicare Part D 1,736 5,661 Total Medicare 113,483 89,178 Individual and Family (1) Non-Qualified Health Plans 3,367 1,446 Qualified Health Plans 2,100 1,210 Total Individual and Family 5,467 2,656 Ancillary Short-term 1,756 2,216 Dental 1,728 743 Vision 205 243 Other 35 1,049 Total Ancillary 3,724 4,251 Small Business 3,223 2,971 Commission Bonus 1,155 613 Total Commission Revenue 127,052 99,669 Other Revenue Sponsorship and Advertising Revenue 5,814 5,890 Other 1,348 849 Total Other Revenue 7,162 6,739 Total Revenue $ 134,214 $ 106,408 _____________ (1) We define our individual and family plan offerings as major medical individual and family health insurance plans, which does not include Medicare-related, small business or ancillary plans. Individual and family health insurance plans include both qualified and non-qualified plans. Qualified health plans are individual and family health insurance plans that meet the requirements of the Affordable Care Act and are offered through the government-run health insurance exchange in the relevant jurisdiction. Non-qualified health plans are individual and family health insurance plans that meet the requirements of the Affordable Care Act and are not offered through the exchange in the relevant jurisdiction. Individuals that purchase non-qualified health plans cannot receive a subsidy in connection with the purchase of non-qualified plans. 9 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Commission revenue by segment is presented in the table below (in thousands): Three Months Ended March 31, 2021 2020 Medicare Commission Revenue from Members Approved During the Period (1) $ 114,678 $ 81,125 Net Commission Revenue from Members Approved in Prior Periods (2) 14 8,979 Total Medicare Segment Commission Revenue $ 114,692 $ 90,104 Individual, Family and Small Business Commission Revenue from Members Approved During the Period (1) $ 6,395 $ 5,796 Commission Revenue from Renewals of Small Business Members During the Period (3) 2,687 2,396 Net Commission Revenue from Members Approved in Prior Periods (2) 3,278 1,373 Total IFP/SMB Segment Commission Revenue $ 12,360 $ 9,565 Total Commission Revenue from Members Approved During the Period (1) $ 121,073 $ 86,921 Commission Revenue from Renewals of Small Business Members During the Period (3) 2,687 2,396 Total Net Commission Revenue from Members Approved in Prior Periods (2)(4) 3,292 10,352 Total Commission Revenue $ 127,052 $ 99,669 _____________ (1) These amounts include commission bonus revenue. (2) These amounts reflect our revised estimates of cash collections for certain members approved prior to the relevant reporting period that are recognized as adjustments to revenue within the relevant reporting period. The net adjustment revenue includes both increases in revenue for certain prior period cohorts as well as reductions in revenue for certain prior period cohorts. (3) Commission revenue from renewals of small business members during the period was previously included in net commission revenue from members approved in prior periods. However, starting in the first quarter of 2021, we enhanced our reporting by separately disclosing commission revenue from renewals of small business members during the period in a separate line item. (4) The impacts of total net commission revenue from members approved in prior periods were $ 0.12 and $ 0.42 per basic share, respectively, or $ 0.12 and $ 0.40 per diluted share, respectively, for the three months ended March 31, 2021 and 2020, respectively. The total reductions to revenue from members approved in prior periods were $ 0.9 million for the three months ended March 31, 2021 and immaterial for the three months ended March 31, 2020. These reductions to revenue primarily related to the Individual, Family and Small Business segment. Note 3 – Supplemental Financial Statement Information Cash, Cash Equivalents and Restricted Cash We consider all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents are stated at fair value. We also invest in marketable securities that are measured and recorded at fair value. See Note 4 – Fair Value Measurements for further discussion about our marketable securities. 10 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Our cash, cash equivalent and restricted cash balances are summarized as follows (in thousands): March 31, 2021 December 31, 2020 Cash $ 72,326 $ 39,552 Cash equivalents 19,924 4,207 Cash and cash equivalents 92,250 43,759 Restricted cash 3,354 3,354 Total cash, cash equivalents and restricted cash $ 95,604 $ 47,113 As of March 31, 2021 and December 31, 2020, we had $ 3.4 million of restricted cash which was classified as a non-current asset on our Condensed Consolidated Balance Sheets. This amount collateralizes letters of credit related to certain lease commitments. Contract Assets and Accounts Receivable We do not require collateral or other security for our contract assets and accounts receivable. We believe the potential for collection issues with any of our customers was minimal as of March 31, 2021. We estimate an allowance for credit losses using relevant available information from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. Specifically, for the purpose of measuring the probability of default parameters, we utilize Capital IQ’s, Standard & Poor’s and Moody’s analytics. Our estimates of loss given default are determined by using our historical collections data as well as historical information obtained through our research and review of other insurance related companies. Our estimated exposure at default is determined by applying these internal and external data sources to our commission receivable balances. As such, we apply an immediate reversion method and revert to historical loss information when computing our credit loss exposure. Credit loss expenses are assessed quarterly and included in general and administrative expense on our Condensed Consolidated Statement of Comprehensive Income (Loss). We considered the impact of recent events and global economic conditions when evaluating the appropriate adjustments to our allowance for credit losses as of March 31, 2021. Determining the extent of these adjustments in the three months ended March 31, 2021 was especially challenging because we do not have any historical loss information for a period of similar economic uncertainty. We also considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic. The change in the allowance for credit losses for the three months ended March 31, 2021 is summarized as follows (in thousands): Three Months Ended March 31, 2021 Beginning balance $ 2,026 Change in allowance ( 78 ) Ending balance $ 1,948 11 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Our contract assets – commission receivable activities, net of credit loss allowances are summarized as follows (in thousands): Three Months Ended March 31, 2021 Medicare Segment IFP/SMB Segment Total Beginning balance $ 739,637 $ 52,768 $ 792,405 Commission revenue from members approved during the period 114,678 6,395 121,073 Commission revenue from renewals of small business members during the period (1) — 2,687 2,687 Net commission revenue adjustments from members approved in prior period 14 3,278 3,292 Cash receipts ( 165,520 ) ( 12,012 ) ( 177,532 ) Net change in credit loss allowance ( 72 ) ( 6 ) ( 78 ) Ending balance $ 688,737 $ 53,110 $ 741,847 Three Months Ended March 31, 2020 Medicare Segment IFP/SMB Segment Total Beginning balance $ 550,922 $ 38,300 $ 589,222 Commission revenue from members approved during the period 81,125 5,796 86,921 Commission revenue from renewals of small business members during the period (1) — 2,396 2,396 Net commission revenue adjustments from members approved in prior period 8,979 1,373 10,352 Cash receipts ( 112,731 ) ( 13,811 ) ( 126,542 ) Net change in credit loss allowance ( 1,574 ) ( 58 ) ( 1,632 ) Ending balance $ 526,721 $ 33,996 $ 560,717 _____________ (1) Commission revenue from renewals of small business members during the period was previously included in net commission revenue from members approved in prior periods. However, starting in the first quarter of 2021, we enhanced our reporting by separately disclosing commission revenue from renewals of small business members during the period in a separate line item. Credit Risk Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents, marketable securities, contract assets – commissions receivable, and accounts receivable. We invest our cash and cash equivalents with major banks and financial institutions and, at times, such investments are in excess of federally insured limits. We also have deposits with major banks in China that are denominated in both U.S. dollars and Chinese Yuan Renminbi and are not insured by the U.S. federal government. The deposits in China were $ 3.5 million as of March 31, 2021. See Note 4 – Fair Value Measurements for more information regarding our marketable securities. 12 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) We do not require collateral or other security for either our contract assets or accounts receivable. Carriers that represented 10% or more of our total contract assets and accounts receivable balance are summarized as of the dates presented below: March 31, 2021 December 31, 2020 UnitedHealthCare (1) 21 % 21 % Humana 21 % 21 % Aetna (1) 20 % 20 % Centene (1)(2) 12 % 11 % _____________ (1) Percentages include the carriers' subsidiaries. (2) Centene Corporation acquired WellCare Health Plans, Inc. in 2020, and the contract assets and accounts receivable of WellCare are included in the percentage calculation for March 31, 2021 and December 31, 2020. Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are summarized as of the periods presented as follows (in thousands): March 31, 2021 December 31, 2020 Prepaid maintenance contracts $ 6,583 $ 7,715 Prepaid expenses 4,095 6,628 Prepaid insurance 1,031 1,672 Others 616 646 Prepaid expenses and other current assets $ 12,325 $ 16,661 Note 4 – Fair Value Measurements We define fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques we use to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We classify the inputs used to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability. 13 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Our financial assets measured at fair value on a recurring basis are summarized below by their classification within the fair value hierarchy as of the dates presented below (in thousands): March 31, 2021 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 5,602 $ 5,602 $ — $ — $ 5,602 Commercial paper 14,322 — 14,322 — 14,322 Short-term marketable securities Agency bonds 26,826 — 26,826 — 26,826 Commercial paper 7,096 — 7,096 — 7,096 Total assets measured at fair value $ 53,846 $ 5,602 $ 48,244 $ — $ 53,846 December 31, 2020 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 4,207 $ 4,207 $ — $ — $ 4,207 Short-term marketable securities Agency bonds 35,423 — 35,423 — 35,423 Commercial paper 14,197 — 14,197 — 14,197 Total assets measured at fair value $ 53,827 $ 4,207 $ 49,620 $ — $ 53,827 Our cash equivalents were invested in money market funds and commercial paper with original maturity of 90 days or less were classified as Level 1. We endeavor to utilize the best available information in measuring fair value. We used observable prices in active markets in determining the classification of our money market funds as Level 1. As of March 31, 2021, our Level 2 assets included our available for sale marketable securities, which consisted of commercial paper and agency bonds with maturity less than one year. We classify our marketable debt securities within Level 2 in the fair value hierarchy, because we use quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value. Our portfolio primarily consisted of financial instruments with a credit rating of AA or equivalent by S&P Rating and Moody's Investor Services. There were no transfers between the hierarchy levels during the three months ended March 31, 2021 and year ended December 31, 2020. The following table summarizes our cash equivalents and available-for-sale debt securities by contractual maturity (in thousands): As of March 31, 2021 Amortized Cost Fair Value Due in 1 year $ 53,827 $ 53,846 14 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Unrealized gains and losses on available-for-sale debt securities that are not credit related are included in accumulated other comprehensive income and summarized as follows as of March 31, 2021 (in thousands): Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents Money market funds $ 5,602 $ — $ — $ 5,602 Commercial paper 14,323 — ( 1 ) 14,322 Short-term marketable securities Agency bonds 26,805 21 — 26,826 Commercial paper 7,097 — ( 1 ) 7,096 Total $ 53,827 $ 21 $ ( 2 ) $ 53,846 As of March 31, 2021, there were twelve securities in net loss positions and their unrealized losses were immaterial. We did not record any credit losses regarding our available-for-sales debt securities during the three months ended March 31, 2021. We do not intend to sell these securities and it is more likely than not that we will not be required to sell these securities before the recovery of their amortized cost basis. Note 5 – Equity Public Offering of Common Stock – Pursuant to an effective registration statement that was filed on December 17, 2018, and amended on January 22, 2019 and March 2, 2020, we entered into an underwriting agreement in March 2020 to issue a total of 2.1 million shares of common stock, which included the exercise in full of the underwriters’ option to purchase 0.3 million additional shares of common stock, at a price to the public of $ 115.00 per share in March 2020. Net proceeds from the offering were approximately $ 228.0 million after deducting underwriting discounts, commissions and expenses of the offering. Stock Repurchase Programs – We had no stock repurchase activity during the three months ended March 31, 2021. In addition to 10.7 million shares repurchased under our previous repurchase programs, we have in treasury 1.2 million shares as of March 31, 2021 that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units. As of March 31, 2021 and December 31, 2020, we had a total of 11.9 million shares and 11.8 million shares, respectively, held in treasury. For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. Stock-Based Compensation Expense – Our stock-based compensation expense is summarized as follows by award types (in thousands): Three Months Ended March 31, 2021 2020 Common stock options $ 180 $ 306 Restricted stock units* 10,719 8,408 ESPP 503 — Total stock-based compensation expense $ 11,402 $ 8,714 _________ * Amounts include market-based and performance-based RSUs. 15 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The following table summarizes stock-based compensation expense by operating function for the periods presented below (in thousands): Three Months Ended March 31, 2021 2020 Marketing and advertising $ 2,485 $ 1,730 Customer care and enrollment 469 662 Technology and content 2,743 1,617 General and administrative 5,705 4,705 Total stock-based compensation expense $ 11,402 $ 8,714 Amount capitalized in internal-use software 550 248 Total stock-based compensation $ 11,952 $ 8,962 Note 6 — Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and common equivalent shares outstanding during the period. Diluted net income (loss) per share is computed giving effect to all potential dilutive common stock equivalent shares, including options, restricted stock units and shares to be issued under our ESPP. The dilutive effect of outstanding awards is reflected in diluted net income (loss) per share by application of the treasury stock method. The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Numerator: Net income (loss) $ ( 800 ) $ 3,452 Denominator: Shares used in per share calculation – basic 26,620 24,719 Dilutive effect of common stock — 1,460 Shares used in diluted share calculation 26,620 26,179 Net income (loss) per share – basic $ ( 0.03 ) $ 0.14 Net income (loss) per share – diluted $ ( 0.03 ) $ 0.13 16 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) For each of the three months ended March 31, 2021 and 2020, we had securities outstanding that could potentially dilute per share amounts, but the shares from the assumed conversion or exercise of these securities were excluded in the computation of diluted net income (loss) per share as their effect would have been anti-dilutive. The number of outstanding anti-dilutive shares that were excluded from the computation of diluted net income (loss) per share consisted of the following (in thousands): Three Months Ended March 31, 2021 2020* Common stock options 363 n/a Restricted stock units 1,090 n/a ESPP 7 n/a Total 1,460 n/a _________ * There were no antidilutive shares for this period. Note 7 – Commitments and Contingencies Service and Licensing Obligations We have entered into service and licensing agreements with third party vendors to provide various services, including network access, equipment maintenance, and software licensing. As the benefits of these agreements are experienced uniformly over the applicable contractual periods, we record the related service and licensing expenses on a straight-line basis, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements. Our future minimum payments under non-cancellable contractual service and licensing obligations as of March 31, 2021 (in thousands): For the Years Ending December 31, Remainder of 2021 $ 4,246 2022 3,472 2023 2,745 2024 2,056 2025 1,353 Thereafter 1,353 Total $ 15,225 Operating Leases Refer to Note 9 – Leases for commitments related to our operating leases. Contingencies From time to time, we receive inquiries from governmental bodies and also may be subject to various legal proceedings and claims arising in the ordinary course of business. We assess contingencies to determine the degree of probability and range of possible loss for potential accrual in our condensed consolidated financial statements. An estimated loss contingency is accrued in the condensed consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. There was no material litigation-related accrual during the three months ended March 31, 2021. Legal proceedings or other contingencies could result in material costs, even if we ultimately prevail. 17 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Legal Proceedings Securities Class Action – On April 8, 2020 and April 30, 2020, two purported class action lawsuits were filed against us, our chief executive officer, Scott N. Flanders, our chief financial officer, Derek N. Yung, and our then-chief operating officer, David K. Francis, in the United States District Court for the Northern District of California. The cases are captioned Patel v. eHealth, Inc., et al ., Case No. 5:20-cv-02395 (N.D. Cal.) and Bertrand v. eHealth, Inc. et al., Case No. 4:20-cv-02967 (N.D. Cal.). The complaints allege, among other things, that we and Messrs. Flanders, Yung and Francis made materially false and misleading statements and/or failed to disclose material information regarding our accounting and modeling assumptions, rate of member churn and our profitability during the alleged class period of March 19, 2018 to April 7, 2020. The complaints allege that we and Messrs. Flanders, Yung and Francis violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaints seek compensatory and (in the Patel lawsuit) punitive damages, attorneys’ fees and costs, and such other relief as the court deems proper. On June 24, 2020, the Court consolidated the above-referenced matters under the caption In re eHealth Securities Litig. , Master File No. 4:20-cv-02395-JST (N.D. Cal.). The Court also appointed a lead plaintiff and lead counsel for the consolidated matter. The lead plaintiff filed an amended complaint on August 25, 2020, which Defendants moved to dismiss. The motion to dismiss has been fully briefed. Derivative Actions – On July 7, 2020 and October 13, 2020, two derivative lawsuits were filed against our chief executive officer, Mr. Flanders, our chief financial officer, Mr. Yung, our then-chief operating officer, Mr. Francis, and the members of our Board of Directors (collectively, the “Individual Defendants”), in the United States District Court for the Northern District of California and the Superior Court of California, County of Santa Clara. The cases are captioned Chernet v. Flanders et al ., Case No. 3:20-cv-04477-SK (N.D. Cal.), and Lincolnshire Police Pension Fund v. Flanders et al. , Case No. 20CV371555 (Cal. Super. Ct.), and also name the Company as a nominal defendant. The complaints allege, among other things, that beginning on March 19, 2018, the Individual Defendants made or caused the Company to make materially false and misleading statements and/or failed to disclose material information regarding our accounting and modeling assumptions, rate of member churn, profitability, and internal controls. Both complaints purport to assert claims for breach of fiduciary duty, unjust enrichment and waste of corporate assets. The Chernet lawsuit also alleges that the Individual Defendants violated Sections 14(a), 10(b), and 20(a) of the Securities Exchange Act of 1934, and asserts claims for abuse of control and gross mismanagement. The complaints seek damages, restitution, attorneys’ fees and costs, and certain measures with respect to the Company’s corporate governance and internal procedures, and (in the Lincolnshire lawsuit) equitable and/or injunctive relief. The Chernet and Lincolnshire lawsuits have both been stayed pending the resolution of the motion to dismiss in the Securities Class Action, In re eHealth Securities Litig ., Master File No. 4:20-cv-02395-JST (N.D. Cal.). The Gonzalez and Le ’ Vias Complaints – On April 6, 2018, a former employee, Lupita Gonzalez, filed a complaint against us in the Superior Court of the State of California for the County of Sacramento (the “Gonzalez Complaint”). On July 1, 2019, two other current or former employees, Michael Le’Vias and Ramona Meadows, filed a related complaint against us and eHealth Ins. Serv. Co., in the Superior Court of the State of California for the County of Santa Clara (the “Le’Vias Complaint”). Both complaints asserted claims under the California Private Attorney General Act (“PAGA”) on behalf of all current and former hourly-paid or non-exempt employees who work or have worked for us in California, based on alleged failures to comply with California wage and hour laws. The parties have entered into a court-approved settlement agreement that resolves both matters related to the Gonzalez and Le'Vias Complaints, and Plaintiffs Michael Le’Vias and Ramona Meadows have sought dismissal with prejudice of the Le’Vias Complaint. Upon the completion of the distribution of the settlement funds in accordance with the settlement agreement and the court order approving the settlement agreement, the parties will seek a dismissal with prejudice of the Gonzalez Complaint. Note 8 – Segment and Geographic Information Operating Segments We report segment information based on how our chief executive officer, who is our chief operating decision maker ("CODM"), regularly reviews our operating results, allocates resources and makes decisions regarding our business operations. The performance measures of our segments include total revenue and profit. Our business structure is comprised 18 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) of two operating segments: Medicare and Individual, Family and Small Business. Please refer to Note 1 – Summary of Business and Significant Accounting Policies of the Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2020 for our accounting policies relating to operating segments. The results of our operating segments are summarized for the periods presented below (in thousands): Three Months Ended March 31, 2021 2020 Revenue: Medicare $ 121,021 $ 96,151 Individual, Family and Small Business 13,193 10,257 Total revenue $ 134,214 $ 106,408 Segment profit: Medicare segment profit (1) $ 24,545 $ 23,136 Individual, Family and Small Business segment profit (1) 8,052 2,928 Total segment profit 32,597 26,064 Corporate ( 15,286 ) ( 13,448 ) Stock-based compensation expense ( 11,402 ) ( 8,714 ) Depreciation and amortization (2) ( 3,944 ) ( 2,324 ) Amortization of intangible assets ( 176 ) ( 547 ) Restructuring charges ( 2,431 ) — Other income, net 150 373 Income (loss) before provision for (benefit from) income taxes $ ( 492 ) $ 1,404 _____________ (1) During the first quarter of 2021, we revised the calculation of segment profit by excluding amortization of capitalized software development costs to enhance comparability of our financial metrics with peer companies. The amortization of capitalized software development costs were $ 2.8 million and $ 1.5 million for the first quarter of 2021 and 2020, respectively. (2) Depreciation and amortization has been adjusted to include amortization of software development costs. There were no inter-segment revenue transactions for the periods presented. With the exception of contract assets – commissions receivable, which is presented by segment in Note 3 – Supplemental Financial Statement Information , our CODM does not separately evaluate assets by segment, and therefore, assets by segment are not presented. Geographic Information Our long-lived assets primarily consist of property and equipment and internally-developed software. Our long-lived assets are attributed to the geographic location in which they are located. Long-lived assets by geographical area are summarized as follows (in thousands): March 31, 2021 December 31, 2020 United States $ 41,829 $ 40,500 China 511 565 Total $ 42,340 $ 41,065 19 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Significant Customers Substantially all revenue for the three months ended March 31, 2021 and 2020 was generated from customers located in the United States. Carriers representing 10% or more of our total revenue are summarized as follows: Three Months Ended March 31, 2021 2020 UnitedHealthcare (1) 22 % 22 % Aetna (1) 21 % 15 % Humana 17 % 19 % Centene (2) 12 % 11 % __________ (1) Percentages include the carriers' subsidiaries. (2) Centene Corporation acquired WellCare Health Plans, Inc. in 2020, and the revenue of WellCare is included in the percentage calculation for March 31, 2021 and 2020. Note 9 – Leases Our leases have remaining lease terms of 3 to 9 years. Certain of these leases have free or escalating rent payment provisions. We recognize lease expense on a straight-line basis over the terms of the leases, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements. Most leases include options to renew, and the exercise of these options is at our discretion. Total operating lease expenses were $ 2.0 million and $ 2.1 million for the three months ended March 31, 2021 and 2020, respectively and sublease income was immaterial for both periods. The following table summarizes the lease-related assets and liabilities recorded on the Condensed Consolidated Balance Sheets as of the dates presented below (in thousands): March 31, 2021 December 31, 2020 Operating lease right-of-use assets $ 41,284 $ 42,558 Lease liabilities – current $ 5,316 $ 5,192 Lease liabilities – non-current 39,984 41,369 Total operating lease liabilities $ 45,300 $ 46,561 Supplemental information related to leases are as follows (in thousands): March 31, 2021 December 31, 2020 Operating cash outflows from operating leases $ 1,900 $ 7,090 Weighted-average remaining lease term of operating leases 7.0 years 7.2 years Weighted-average discount rate used to recognize operating lease right-of-use-assets 5.4 % 5.4 % 20 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) As of March 31, 2021, maturities of operating lease liabilities are as follows (in thousands): Year ending December 31, Remainder of 2021 $ 5,744 2022 7,701 2023 8,033 2024 7,832 2025 8,009 Thereafter 19,407 Total lease payments (1) 56,726 Less imputed interest ( 11,426 ) Total $ 45,300 ____________ (1) Noncancellable sublease income for the remainder of 2021 and years ending December 31, 2022 and 2023 of $ 0.9 million, $ 0.4 million and $ 0.4 million, respectively, is not included in the table above. Note 10 — Restructuring In February 2021, we eliminated approximately 89 full-time positions, primarily in the United States, representing approximately 5 % of our workforce, primarily within our customer care and enrollment group, and to a lesser extent, in our marketing and advertising, technology and content, and general and administrative groups. Total pre-tax restructuring charges for the three months ended March 31, 2021 were $ 2.4 million, which primarily related to employee termination benefits. Substantially all of the restructuring charges resulted in cash expenditures. The restructuring activities were completed by March 31, 2021. Accrued restructuring charges balance was $ 0.3 million as of March 31, 2021. Note 11 – Debt On September 17, 2018, we entered into a Credit Agreement with Royal Bank of Canada (“RBC”), as administrative agent and collateral agent (the “Credit Agreement”). The Credit Agreement provides for a $ 40.0 million secured asset-backed revolving credit facility with a $ 5.0 million letter of credit sub-facility. On December 20, 2019, we amended our revolving credit facility agreement with RBC (the “Amendment”) and increased the borrowing amount from $ 40.0 to $ 75.0 million. The maturity date has been extended to December 20, 2022. The borrowing base under the Credit Agreement is comprised of an amount equal to (a) the lesser of (i) eighty percent ( 80 %) of Eligible Commissions Receivables (as defined in the Credit Agreement) we actually collected during the immediately preceding period of three months or (ii) eighty percent ( 80 %) of our Eligible Commission Receivables for the immediately succeeding period of three months, plus (b) fifty percent ( 50 %) of our Eligible Commission Receivables for the immediately succeeding period of six months (excluding the immediately succeeding period of three months), in each case subject to reserves established by RBC (the “Borrowing Base”). The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes. The borrowers have the right to prepay the loans under the Credit Agreement in whole or in part at any time without penalty. Subject to availability under the Borrowing Base, amounts repaid may be reborrowed. 21 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Amounts not borrowed under the Credit Agreement will be subject to a commitment fee of 0.5 % per annum on the daily unused portion of the credit facility, to be paid in arrears on the first business day of each calendar quarter. At the closing of the Credit Agreement, we paid a one-time facility fee of 1.75 % of the total commitments of $ 40.0 million. We also paid a one-time closing fee of 0.5 % of the new commitment of $ 75.0 million in connection with the Amendment. The Company is also obligated to pay other customary administration fees for a credit facility of this size and type. The availability under the credit facility was up to the lesser of $ 40.0 million or the Borrowing Base in the original credit agreement. The Amendment increased the availability up to the lesser of $ 75.0 million or the Borrowing Base, which may be reduced from time to time pursuant to the Credit Agreement. Financial covenants in the original Credit Agreement required that we maintain Excess Availability (as defined in the Credit Agreement) at or above $ 6.0 million at any time. The Amendment also changed the financial covenants to require us to maintain at least $ 6.0 million of Excess Availability at all times or, if greater, up to $ 11.3 million depending on our borrowing base as determined by eligible past and future commissions receivable. In addition, the Amendment also included changes in the payment conditions to, among other things, require us to have at least $ 10.0 million of liquidity or, if greater, up to $ 18.8 million depending on our borrowing base as determined by eligible past and future commissions receivable, in order for us to make certain permitted acquisitions, investments, distributions and payments of indebtedness. The Amendment also stated the seasonal amount thresholds used in connection with the cash dominion and field examination covenants in the Credit Agreement. We incurred $ 1.2 million of issuance costs in connection with the Credit Agreement, which were capitalized as part of other assets on our Consolidated Balance Sheet in the period we entered into the Credit Agreement. The Amendment did not change the interest rate. In connection with the Amendment, we incurred closing costs totaling $ 0.5 million, which were capitalized and recorded as other assets on our Condensed Consolidated Balance Sheet as of March 31, 2021. The remaining balance of unamortized issuance costs was $ 0.7 million as of March 31, 2021 and December 31, 2020. As of March 31, 2021, we had no outstanding borrowings under our revolving credit facility. Note 12 – Income Taxes The following table summarizes our provision for (benefit from) income taxes and our effective tax rates for the periods presented below (in thousands, except effective tax rate): Three Months Ended March 31, 2021 2020 Income (loss) before provision for (benefit from) income taxes $ ( 492 ) $ 1,404 Provision for (benefit from) income taxes 308 ( 2,048 ) Effective tax rate ( 62.6 ) % ( 145.9 ) % For the three months ended March 31, 2021, we recognized a provision for income taxes of $ 0.3 million, representing an effective tax rate of ( 62.6 )%, which was lower than the statutory federal tax rate due primarily to one-time state tax adjustments. For the three months ended March 31, 2020, we recognized a benefit from income taxes of $ 2.0 million, representing an effective tax rate of ( 145.9 )%, which was lower than the statutory federal tax rate due primarily to stock-based compensation windfalls. Assessing the realizability of our deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. We forecast taxable income by considering all available positive and negative evidence, including our history of operating income and losses and our financial plans and estimates that we use to manage the business. These assumptions require significant judgment about future taxable income. As a result, the amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change. We continue to recognize our 22 EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) deferred tax assets as of March 31, 2021, as we believe it is more likely than not that the net deferred tax assets will be realized, with the exception of certain net operating losses and credits that are expected to expire unutilized which have a valuation allowance. Note 13 – Subsequent Event On April 30, 2021, we issued and sold to Echelon Health SPV, LP ("H.I.G."), an investment vehicle of H.I.G. Capital, in a private placement, 2,250,000 shares of our newly designated Series A convertible preferred stock, in par value of $ 0.001 per share (“Series A Preferred Stock”), at an aggregate purchase price of $ 225.0 million, at a price of $ 100 per share. We received $ 216.2 million in proceeds from the private placement with H.I.G., net of sales commissions and certain transaction fees. 23