eHealth, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS EHEALTH, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, unaudited) September 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 160,258 $ 81,926 Short-term marketable securities 4,491 41,306 Accounts receivable 1,804 5,750 Contract assets – commissions receivable – current 207,505 254,821 Prepaid expenses and other current assets 21,039 23,784 Total current assets 395,097 407,587 Contract assets – commissions receivable – non-current 578,339 653,441 Property and equipment, net 7,927 12,105 Operating lease right-of-use assets 30,845 37,373 Restricted cash 3,239 3,239 Other assets 36,446 35,547 Total assets $ 1,051,893 $ 1,149,292 Liabilities, convertible preferred stock and stockholders’ equity Current liabilities: Accounts payable $ 6,626 $ 13,750 Accrued compensation and benefits 14,278 16,458 Accrued marketing expenses 8,209 36,384 Lease liabilities – current 5,988 5,543 Other current liabilities 3,016 3,330 Total current liabilities 38,117 75,465 Long-term debt 65,725 — Deferred income taxes – non-current 23,589 50,796 Lease liabilities – non-current 31,234 35,826 Other non-current liabilities 4,545 5,094 Total liabilities 163,210 167,181 Commitments and contingencies Convertible preferred stock 255,185 232,592 Stockholders’ equity: Common stock 40 39 Additional paid-in capital 772,328 755,875 Treasury stock, at cost ( 199,998 ) ( 199,998 ) Retained earnings 61,227 193,213 Accumulated other comprehensive income (loss) ( 99 ) 390 Total stockholders’ equity 633,498 749,519 Total liabilities, convertible preferred stock, and stockholders’ equity $ 1,051,893 $ 1,149,292 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 EHEALTH, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands, except per share amounts, unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Commission $ 48,977 $ 59,191 $ 190,662 $ 276,066 Other 4,399 4,723 18,373 18,619 Total revenue 53,376 63,914 209,035 294,685 Operating costs and expenses: Cost of revenue 494 ( 25 ) 790 1,217 Marketing and advertising 30,556 43,317 118,973 138,772 Customer care and enrollment 29,398 48,956 100,711 121,480 Technology and content 19,399 20,369 56,842 63,996 General and administrative 17,300 16,640 54,485 57,812 Amortization of intangible assets — 121 — 416 Impairment, restructuring and other charges 4,498 573 10,690 3,004 Total operating costs and expenses 101,645 129,951 342,491 386,697 Loss from operations ( 48,269 ) ( 66,037 ) ( 133,456 ) ( 92,012 ) Other income (expense), net ( 647 ) 189 ( 2,835 ) 511 Loss before income taxes ( 48,916 ) ( 65,848 ) ( 136,291 ) ( 91,501 ) Benefit from income taxes ( 9,767 ) ( 12,834 ) ( 26,898 ) ( 19,278 ) Net loss ( 39,149 ) ( 53,014 ) ( 109,393 ) ( 72,223 ) Paid-in-kind dividends for preferred stock ( 4,933 ) ( 4,561 ) ( 14,420 ) ( 7,643 ) Change in preferred stock redemption value ( 2,916 ) ( 2,373 ) ( 8,173 ) ( 3,770 ) Net loss attributable to common stockholders $ ( 46,998 ) $ ( 59,948 ) $ ( 131,986 ) $ ( 83,636 ) Net loss per share attributable to common stockholders: Basic and diluted $ ( 1.72 ) $ ( 2.24 ) $ ( 4.83 ) $ ( 3.13 ) Weighted-average number of shares used in per share amounts: Basic and diluted 27,346 26,786 27,329 26,688 Comprehensive loss: Net loss $ ( 39,149 ) $ ( 53,014 ) $ ( 109,393 ) $ ( 72,223 ) Unrealized holding gain (loss) for available for sales debt securities, net of tax ( 4 ) 3 ( 6 ) ( 48 ) Foreign currency translation adjustments ( 245 ) ( 26 ) ( 483 ) 16 Comprehensive loss $ ( 39,398 ) $ ( 53,037 ) $ ( 109,882 ) $ ( 72,255 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 EHEALTH, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, unaudited) Three Months Ended September 30, 2022 Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Shares Amount Shares Amount Balance as of June 30, 2022 39,493 $ 40 $ 767,164 12,287 $ ( 199,998 ) $ 108,225 $ 150 $ 675,581 Issuance of common stock in connection with equity incentive plans 214 — — — — — — — Repurchase of shares to satisfy employee tax withholding obligations — — ( 467 ) 71 — — — ( 467 ) Paid-in-kind dividend and accretion related to convertible preferred stock — — — — — ( 7,849 ) — ( 7,849 ) Stock-based compensation — — 5,631 — — — — 5,631 Other comprehensive loss, net of tax — — — — — — ( 249 ) ( 249 ) Net loss — — — — — ( 39,149 ) — ( 39,149 ) Balance as of September 30, 2022 39,707 $ 40 $ 772,328 12,358 $ ( 199,998 ) $ 61,227 $ ( 99 ) $ 633,498 Three Months Ended September 30, 2021 Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Shares Amount Shares Amount Balance as of June 30, 2021 38,094 $ 38 $ 738,906 11,925 $ ( 199,998 ) $ 292,467 $ 341 $ 831,754 Issuance of common stock in connection with equity incentive plans 231 — 1,933 — — — — 1,933 Repurchase of shares to satisfy employee tax withholding obligations — — ( 2,061 ) 51 — — — ( 2,061 ) Paid-in-kind dividend and accretion related to convertible preferred stock — — — — — ( 6,934 ) — ( 6,934 ) Stock-based compensation — — 6,006 — — — — 6,006 Other comprehensive loss, net of tax — — — — — — ( 23 ) ( 23 ) Net loss — — — — — ( 53,014 ) — ( 53,014 ) Balance as of September 30, 2021 38,325 $ 38 $ 744,784 11,976 $ ( 199,998 ) $ 232,519 $ 318 $ 777,661 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 EHEALTH, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, unaudited) Nine Months Ended September 30, 2022 Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Shares Amount Shares Amount Balance as of December 31, 2021 38,704 $ 39 $ 755,875 12,016 $ ( 199,998 ) $ 193,213 $ 390 $ 749,519 Issuance of common stock in connection with equity incentive plans 920 1 1,054 — — — — 1,055 Repurchase of shares to satisfy employee tax withholding obligations — — ( 2,901 ) 342 — — — ( 2,901 ) Paid-in-kind dividend and accretion related to convertible preferred stock — — — — — ( 22,593 ) — ( 22,593 ) Issuance of common stock for employee stock purchase program 83 — 873 — — — — 873 Stock-based compensation — — 17,427 — — — — 17,427 Other comprehensive loss, net of tax — — — — — — ( 489 ) ( 489 ) Net loss — — — — — ( 109,393 ) — ( 109,393 ) Balance as of September 30, 2022 39,707 $ 40 $ 772,328 12,358 $ ( 199,998 ) $ 61,227 $ ( 99 ) $ 633,498 Nine Months Ended September 30, 2021 Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) 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 532 — 2,735 — — — — 2,735 Repurchase of shares to satisfy employee tax withholding obligations — — ( 7,968 ) 145 — — — ( 7,968 ) Paid-in-kind dividend and accretion related to convertible preferred stock — — — — — ( 11,413 ) — ( 11,413 ) Issuance of common stock for employee stock purchase program 38 — 2,248 — — — — 2,248 Stock-based compensation — — 26,756 — — — — 26,756 Other comprehensive loss, net of tax — — — — — — ( 32 ) ( 32 ) Net loss — — — — — ( 72,223 ) — ( 72,223 ) Balance as of September 30, 2021 38,325 $ 38 $ 744,784 11,976 $ ( 199,998 ) $ 232,519 $ 318 $ 777,661 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 EHEALTH, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited) Nine Months Ended September 30, 2022 2021 Operating activities: Net loss $ ( 109,393 ) $ ( 72,223 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,971 3,700 Amortization of internally developed software 12,714 9,140 Amortization of intangible assets — 416 Stock-based compensation expense 15,934 24,881 Deferred income taxes ( 27,207 ) ( 20,134 ) Impairment charges 3,734 — Other non-cash items 1,333 908 Changes in operating assets and liabilities: Accounts receivable 3,946 493 Contract assets – commissions receivable 122,410 35,244 Prepaid expenses and other assets 2,728 ( 20,790 ) Accounts payable ( 7,118 ) ( 26,913 ) Accrued compensation and benefits ( 1,345 ) ( 118 ) Accrued marketing expenses ( 28,175 ) ( 6,525 ) Deferred revenue ( 284 ) 10,240 Accrued expenses and other liabilities ( 538 ) 1,360 Net cash used in operating activities ( 8,290 ) ( 60,321 ) Investing activities: Capitalized internal-use software and website development costs ( 12,540 ) ( 12,589 ) Purchases of property and equipment and other assets ( 192 ) ( 3,554 ) Purchases of marketable securities ( 8,402 ) ( 88,967 ) Proceeds from redemption and maturities of marketable securities 45,269 68,288 Net cash provided by (used in) investing activities 24,135 ( 36,822 ) Financing activities: Proceeds from issuance of preferred stock, net of issuance costs — 214,025 Net proceeds from debt financing 64,862 — Net proceeds from exercise of common stock options and employee stock purchases 1,054 4,983 Repurchase of shares to satisfy employee tax withholding obligations ( 2,901 ) ( 7,968 ) Principal payments in connection with leases ( 90 ) ( 126 ) Net cash provided by financing activities 62,925 210,914 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 438 ) — Net increase in cash, cash equivalents and restricted cash 78,332 113,771 Cash, cash equivalents and restricted cash at beginning of period 85,165 47,113 Cash, cash equivalents and restricted cash at end of period $ 163,497 $ 160,884 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents 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 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 approximately 200 health insurance carriers across all fifty states and the District of Columbia. Basis of Presentation – The accompanying condensed consolidated balance sheet as of September 30, 2022, the condensed consolidated statements of comprehensive loss and stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited. The condensed consolidated balance sheet data as of December 31, 2021 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission on March 1, 2022. 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 direct and indirect 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. 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, 2021 and include all adjustments necessary for the fair presentation of our financial position as of September 30, 2022 and December 31, 2021, and our results of operations for the periods presented. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2022 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 loss by approximately $ 1.5 million, or $ 0.06 per basic and diluted share in our Condensed Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2021. These items also reduced our net loss by approximately $ 1.5 million, or $ 0.06 per basic and diluted share, on our Condensed Consolidated Statement of Comprehensive Loss for the nine months ended September 30, 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. 9 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 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, 2021. 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. Our Medicare plan-related commission revenue is also elevated in the first quarter compared to the second and third quarters as a result of the reintroduction of the Medicare Advantage open enrollment period in the first quarter of 2019. Any changes to or additional enrollment periods may change the seasonality of our business. 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. In the states where the Federally Facilitated marketplace operates as the state health insurance exchange, individuals and families generally are not able to purchase individual and family health insurance outside of the annual enrollment period, 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. Extended open enrollment or special enrollment periods may change the seasonality of our individual and family health insurance business. For example, the COVID-related special enrollment period which ended on August 15, 2021 caused increased commission revenue from the sale of individual and family health insurance plans outside of the open enrollment period. Recently Adopted Accounting Pronouncements Reference Rate Reform (Topic 848) – In March 2020, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and other transactions affected by reference rate reform if certain criteria are met in order to ease the financial reporting burden as the market transitions from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates expected to be discontinued to alternative reference rates. The FASB further issued ASU 2021-01 in January 2021 to refine and clarify the scope of Topic 848. The election allows relief from remeasuring the contracts at modification or from reassessing a previous accounting determination. The guidance was effective upon issuance and may be applied through December 31, 2022. We elected the optional expedient under ASU 2020-04 and ASU 2021-01 in the third quarter of 2022 upon the amendment to our term loan credit agreement, which transitions the use of LIBOR to the Secured Overnight Financing Rate ("SOFR"). The adoption of the standard allows entities to account for such modification as if the modification was not substantial and as a result, the implementation of this standard did not have a material impact on our condensed consolidated financial statements. See Note 12 – Debt for additional information regarding the amendment to our term loan credit agreement. 10 Table of Contents 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Medicare Medicare Advantage $ 37,454 $ 36,557 $ 152,061 $ 209,224 Medicare Supplement 2,534 3,214 11,291 15,357 Medicare Part D 1,167 1,338 2,165 ( 2,953 ) Total Medicare 41,155 41,109 165,517 221,628 Individual and Family (1) Non-Qualified Health Plans 1,991 5,909 5,970 20,352 Qualified Health Plans 714 2,266 2,975 7,204 Total Individual and Family 2,705 8,175 8,945 27,556 Ancillary Short-term 967 1,370 3,287 4,639 Dental 715 3,938 2,249 9,326 Vision 245 642 741 1,781 Other 674 845 1,803 1,901 Total Ancillary 2,601 6,795 8,080 17,647 Small Business 2,640 2,190 8,546 7,703 Commission Bonus and Other ( 124 ) 922 ( 426 ) 1,532 Total Commission Revenue 48,977 59,191 190,662 276,066 Other Revenue Sponsorship and Advertising Revenue 3,805 4,165 16,540 16,002 Other 594 558 1,833 2,617 Total Other Revenue 4,399 4,723 18,373 18,619 Total Revenue $ 53,376 $ 63,914 $ 209,035 $ 294,685 _____________ (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 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. 11 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Commission revenue by segment is presented in the table below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Medicare Commission Revenue from Members Approved During the Period $ 39,652 $ 42,698 $ 173,790 $ 235,974 Net Commission Revenue from Members Approved in Prior Periods (1) 1,685 ( 171 ) ( 9,052 ) ( 11,700 ) Total Medicare Segment Commission Revenue $ 41,337 $ 42,527 $ 164,738 $ 224,274 Individual, Family and Small Business Commission Revenue from Members Approved During the Period $ 3,600 $ 4,892 $ 14,254 $ 16,495 Commission Revenue from Renewals of Small Business Members During the Period 2,200 1,744 7,281 6,154 Net Commission Revenue from Members Approved in Prior Periods (1) 1,840 10,028 4,389 29,143 Total IFP/SMB Segment Commission Revenue $ 7,640 $ 16,664 $ 25,924 $ 51,792 Total Commission Revenue from Members Approved During the Period $ 43,252 $ 47,590 $ 188,044 $ 252,469 Commission Revenue from Renewals of Small Business Members During the Period 2,200 1,744 7,281 6,154 Total Net Commission Revenue from Members Approved in Prior Periods (1)(2) 3,525 9,857 ( 4,663 ) 17,443 Total Commission Revenue $ 48,977 $ 59,191 $ 190,662 $ 276,066 _____________ (1) 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. (2) The impacts of total net commission revenue from members approved in prior periods were $ 0.13 and $ 0.37 per basic and diluted share, for the three months ended September 30, 2022 and 2021, respectively. The impacts of total net commission revenue from members approved in prior periods were $( 0.17 ) and $ 0.65 per basic and diluted share, for the nine months ended September 30, 2022 and 2021, respectively. The total reductions to revenue from members approved in prior periods were $ 2.1 million and $ 3.2 million for the three months ended September 30, 2022 and 2021, respectively, and $ 15.8 million and $ 22.6 million for the nine months ended September 30, 2022 and 2021. These reductions to revenue primarily related to the Medicare 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. 12 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Our cash, cash equivalents and restricted cash balances are summarized as follows (in thousands): September 30, 2022 December 31, 2021 Cash $ 23,476 $ 33,253 Cash equivalents 136,782 48,673 Cash and cash equivalents 160,258 81,926 Restricted cash 3,239 3,239 Total cash, cash equivalents and restricted cash $ 163,497 $ 85,165 As of September 30, 2022 and December 31, 2021, we had $ 3.2 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 September 30, 2022. 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 the "General and administrative" line in our Condensed Consolidated Statements of Comprehensive Loss. There were no write-offs during the nine months ended September 30, 2022 and 2021. We considered the impact of recent events and global economic conditions when evaluating the appropriate adjustments to our allowance for credit losses as of September 30, 2022. 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 nine months ended September 30, 2022 is summarized as follows (in thousands): Beginning balance $ 2,198 Change in allowance 9 Ending balance $ 2,207 13 Table of Contents 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): Nine Months Ended September 30, 2022 Medicare Segment IFP/SMB Segment Total Beginning balance $ 837,474 $ 70,788 $ 908,262 Commission revenue from members approved during the period 173,790 14,254 188,044 Commission revenue from renewals of small business members during the period — 7,281 7,281 Net commission revenue from members approved in prior periods ( 9,052 ) 4,389 ( 4,663 ) Cash receipts ( 279,048 ) ( 34,023 ) ( 313,071 ) Net change in credit loss allowance ( 8 ) ( 1 ) ( 9 ) Ending balance $ 723,156 $ 62,688 $ 785,844 Nine Months Ended September 30, 2021 Medicare Segment IFP/SMB Segment Total Beginning balance $ 739,637 $ 52,768 $ 792,405 Commission revenue from members approved during the period 235,974 16,495 252,469 Commission revenue from renewals of small business members during the period — 6,154 6,154 Net commission revenue from members approved in prior periods ( 11,700 ) 29,143 17,443 Cash receipts ( 276,825 ) ( 34,485 ) ( 311,310 ) Net change in credit loss allowance 188 19 207 Ending balance $ 687,274 $ 70,094 $ 757,368 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 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 $ 4.8 million as of September 30, 2022. See Note 4 – Fair Value Measurements for more information regarding our marketable securities. 14 Table of Contents 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 – commission receivable and accounts receivable balances are summarized as of the dates presented below: September 30, 2022 December 31, 2021 Humana 26 % 25 % UnitedHealthCare (1) 24 % 23 % Aetna (1) 16 % 17 % Centene (1) 9 % 10 % _____________ (1) Percentages include the carriers' subsidiaries. Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are summarized as of the periods presented as follows (in thousands): September 30, 2022 December 31, 2021 Prepaid expenses $ 12,174 $ 11,379 Prepaid maintenance contracts 6,480 6,246 Prepaid licenses 1,243 3,076 Prepaid insurance 880 2,161 Other current assets 262 922 Prepaid expenses and other current assets $ 21,039 $ 23,784 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. 15 Table of Contents 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 (in thousands): September 30, 2022 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 14,424 $ 14,424 $ — $ — $ 14,424 Commercial paper 115,756 — 115,756 — 115,756 Agency bonds 6,602 — 6,602 — 6,602 Short-term marketable securities Commercial paper 4,491 — 4,491 — 4,491 Total assets measured at fair value $ 141,273 $ 14,424 $ 126,849 $ — $ 141,273 December 31, 2021 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 9,217 $ 9,217 $ — $ — $ 9,217 Commercial paper 39,456 — 39,456 — 39,456 Short-term marketable securities Commercial paper 38,801 — 38,801 — 38,801 Corporate bond 2,505 — 2,505 — 2,505 Total assets measured at fair value $ 89,979 $ 9,217 $ 80,762 $ — $ 89,979 We endeavor to utilize the best available information in measuring fair value. Our money market funds are measured at fair value based on quoted prices in active markets and are classified as Level 1 within the fair value hierarchy. Our available for sale marketable securities, which include commercial paper, agency bonds and a corporate bond with maturities of less than one year, are measured at fair value using quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs and are classified as Level 2 within the fair value hierarchy. 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 either the nine months ended September 30, 2022 or the year ended December 31, 2021. The following table summarizes our cash equivalents and available-for-sale debt securities by contractual maturity (in thousands): As of September 30, 2022 Amortized Cost Fair Value Due in 1 year $ 141,288 $ 141,273 16 Table of Contents 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 September 30, 2022 (in thousands): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Money market funds $ 14,424 $ — $ — $ 14,424 Commercial paper 115,772 1 ( 17 ) 115,756 Agency bonds 6,599 3 — 6,602 Short-term marketable securities Commercial paper 4,493 — ( 2 ) 4,491 Total $ 141,288 $ 4 $ ( 19 ) $ 141,273 As of September 30, 2022, we had 33 securities in net loss positions and their unrealized losses were immaterial individually and in aggregate. We did not record any credit losses regarding our available-for-sale debt securities during the nine months ended September 30, 2022. 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 2021 Inducement Plan – On September 22, 2021, the Company adopted an inducement plan (the “2021 Inducement Plan”), pursuant to which the Company reserved 410,000 shares of its common stock (subject to customary adjustments in the event of a change in capital structure of the Company) to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, other than following a bona fide period of non-employment, as an inducement material to the individual's entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules (“Nasdaq Rules”). In March 2022, the Company amended and restated its 2021 Inducement Plan to reserve an additional 500,000 shares of its common stock, and in September 2022, the Company further amended and restated the 2021 Inducement Plan to reserve an additional 1,500,000 shares of its common stock (as amended and restated, the "A&R 2021 Inducement Plan"). The 2021 Inducement Plan and its amendments were approved by the Company's board of directors (the “Board”) without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Rules, and the terms and conditions of the A&R 2021 Inducement Plan and awards to be granted thereunder are substantially similar to the Company's stockholder-approved Amended and Restated 2014 Equity Incentive Plan. As of September 30, 2022, 756,485 shares were issued under the A&R 2021 Inducement Plan. Stock Repurchase Programs – We had no stock repurchase activity during the three and nine months ended September 30, 2022. In addition to 10.7 million shares repurchased under our previous repurchase programs, we have in treasury 1.7 million shares as of September 30, 2022 that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units. As of September 30, 2022 and December 31, 2021, we had a total of 12.4 million shares and 12.0 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. 17 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Stock-Based Compensation Expense – Our stock-based compensation expense is summarized as follows by award types (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Restricted stock units* $ 4,687 $ 4,666 $ 14,625 $ 23,031 Common stock options 313 82 864 402 Employee stock purchase plan 144 486 445 1,448 Total stock-based compensation expense $ 5,144 $ 5,234 $ 15,934 $ 24,881 _________ * Amounts include market-based and performance-based restricted stock units. The following table summarizes stock-based compensation expense by operating function for the periods presented below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Marketing and advertising $ 570 $ 2,297 $ 1,311 $ 6,922 Customer care and enrollment 610 740 1,576 1,901 Technology and content 1,341 2,380 5,012 7,483 General and administrative * 2,623 ( 183 ) 8,035 8,575 Total stock-based compensation expense $ 5,144 $ 5,234 $ 15,934 $ 24,881 Amount capitalized for internal-use software 487 772 1,493 1,875 Total stock-based compensation $ 5,631 $ 6,006 $ 17,427 $ 26,756 _________ * Stock-based compensation expense for the three and nine months ended September 30, 2021 was impacted by a $ 4.1 million credit related to forfeited equity awards due to our chief executive officer's separation. Note 6 — Convertible Preferred Stock On April 30, 2021 (the “Closing Date”), 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 (the “Series A preferred stock”), par value $ 0.001 per share, at an aggregate purchase price of $ 225.0 million. We received $ 214.0 million in net proceeds from the private placement with H.I.G., net of sales commissions and certain transaction fees totaling $ 11.0 million. The Series A preferred stock ranks senior to all other equity securities of the Company with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Dividends – Dividends initially accrue on the Series A preferred stock daily at 8 % per annum on the stated value of $ 100 per share (“Stated Value”) and compound semiannually, payable in kind (“PIK”) until the second anniversary of the Closing Date on June 30 and December 31 of each year (each, a “Dividend Payment Date”), beginning on June 30, 2021, and thereafter 6 % PIK and 2 % payable in cash in arrears on June 30 and December 31 of each year, beginning on June 30, 2023. PIK dividends are cumulative and are added to the Accrued Value (as defined below). “Accrued Value” means, as of any date, with respect to any share of Series A preferred stock, the sum of the Stated Value per share plus, on each Dividend Payment Date, on a cumulative basis, all accrued PIK dividends on such share that have not previously compounded and been added to the Accrued Value. The Series A preferred stock participates, on an as-converted basis in all dividends paid to the holders of our common stock. 18 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Conversion Rights – The Series A preferred stock is convertible at any time into common stock at a conversion rate equal to (i) the Accrued Value plus accrued PIK dividends that have not yet been added to the Accrued Value, (ii) divided by the conversion price as of the applicable conversion date (the “Conversion Price”). As of the date of this report, the Conversion Price is equal to $ 79.5861 per share. This Conversion Price is subject to further adjustment and the number of shares of common stock issuable upon conversion of the Series A preferred stock is subject to certain limitations, each as set forth in the Certificate of Designations of Series A preferred stock, as filed with the Secretary of State of the State of Delaware on April 30, 2021 (the “Certificate of Designations”). Redemption Put Right – At any time on or after the sixth anniversary of the Closing Date, holders of the Series A preferred stock will have the right to cause the Company to redeem all or any portion of the Series A preferred stock in cash at an amount equal to the greater of (i) 135 % of the Accrued Value per share as of the redemption date, plus accrued PIK dividends that have not yet been added to the Accrued Value and (ii) the amount per share that would be payable on an as-converted basis on such Series A preferred stock at the then-current Accrued Value, plus accrued PIK dividends that have not yet been added to the Accrued Value, and in either case of (i) or (ii) plus any unpaid cash dividends that would have otherwise been settled in cash in connection with such conversion (the greater of (i) and (ii), the “Redemption Price”). Redemption Call Right – At any time on or after the sixth anniversary of the Closing Date, the Company will have the right (but not the obligation) to redeem out of legally available funds and for cash consideration all (but not less than all) of the Series A preferred stock upon at least 30 days prior written notice at an amount equal to the Redemption Price. Board Nomination Rights – H.I.G. is entitled to nominate one individual for election to the Board so long as it continues to own at least 30 % of the common stock issuable or issued upon conversion of the Series A preferred stock originally issued to it in the private placement. H.I.G. also has the right to nominate an additional individual to the Board if the Company fails to maintain certain levels of commissions receivable and liquidity. Voting Rights – The Series A preferred stock will vote together with the common stock as a single class on all matters submitted to a vote of the holders of the common stock (subject to certain voting limitations set forth in, and the terms and conditions of, the Certificate of Designations). Each holder of Series A preferred stock shall be entitled to the number of votes, rounded down to the nearest whole number, equal to the product of (i) the aggregate Accrued Value of the issued and outstanding shares of Series A preferred stock divided by the Minimum Price (as defined below), multiplied by (ii) a fraction, the numerator of which is the number of shares of Series A preferred stock held by such holder and the denominator of which is the aggregate number of issued and outstanding shares of Series A preferred stock. “Minimum Price” means the lower of: (i) the Nasdaq Official Closing Price per share of common stock on the Closing Date; or (ii) the average Nasdaq Official Closing Price per share of common stock for the five trading days immediately prior to the Closing Date. Holders of Series A preferred stock will have one vote per share on any matter on which the holders of the Series A preferred stock are entitled to vote separately as a class (subject to certain voting limitations set forth in, and the terms and conditions of, the Certificate of Designations). Mandatory Conversion of the Series A Preferred Stock – At any time on or after the third anniversary of the Closing Date, if the volume-weighted average price per share of our common stock is greater than 167.5 % of the then-current Conversion Price for 20 consecutive trading days in a 30 -day trading day period, the Company will have the right to convert all, but not less than all, of the Series A preferred stock into common stock at a conversion rate with respect to each share of Series A preferred stock of (i) the Accrued Value plus accrued PIK dividends that have not yet been added to the Accrued Value, (ii) divided by the then applicable Conversion Price. Covenants and Liquidity Requirements – As long as H.I.G. continues to own at least 30 % of the Series A preferred stock originally issued to it in the private placement, the consent of H.I.G. will be required for the Company to incur certain indebtedness and to take certain other corporate actions as set forth in the Company's investment agreement with H.I.G. entered into on February 17, 2021 (the “Investment Agreement”). In addition, the Company is required to maintain an asset coverage ratio (as defined in the Investment Agreement) of at least 2 x, which increases to 2.5 x 30 months after the date of the Investment Agreement. Additionally, the Investment Agreement 19 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) requires the Company to maintain a minimum liquidity amount (as defined in the Investment Agreement) for certain periods that ranges from $ 65.0 million to $ 125.0 million. If the Company fails to maintain the minimum asset coverage ratio or minimum liquidity amount as of a certain date or for a certain time period required by the Investment Agreement and H.I.G continues to own at least 30 % of the Series A preferred stock originally issued to it in the private placement, H.I.G will have the right to nominate an additional director to the Board, and the consent of H.I.G. will be required to approve the Company's annual budget, hire or terminate certain key executives, and incur certain indebtedness as outlined in the Investment Agreement. H.I.G. will no longer have these additional board nomination and consent rights if the Company is able to satisfy the minimum liquidity amount requirements in the Investment Agreement for any subsequent 12 consecutive months. As of September 30, 2022, we were in compliance with the asset coverage ratio and minimum liquidity amounts as required in the Investment Agreement. Our Series A preferred stock is considered temporary equity in our condensed consolidated financial statements. We have determined there are no material embedded features that require recognition as a derivative asset or liability. We recognized the Series A preferred stock at its stated amount less issuance costs of $ 11.0 million, or $ 214.0 million. As of September 30, 2022, the estimated Series A preferred stock redemption value equals 135 % of the Accrued Value per share as of the redemption date, plus any accrued and unpaid dividends, which is significantly in excess of the fair value of the common stock into which the Series A preferred stock is convertible as of September 30, 2022. We have elected to apply the accretion method to adjust the carrying value of the Series A preferred stock to its redemption value at the earliest date of redemption, April 30, 2027. Amounts recognized to accrete the Series A preferred stock to its estimated redemption value are treated as a deemed dividend and are recorded as a reduction to retained earnings. The estimated redemption value will vary in subsequent periods due to the redemption put right described above and we have elected to recognize such changes prospectively. No shares of Series A preferred stock have been converted and the Series A preferred stock was convertible into approximately 3.2 million shares of common stock as of September 30, 2022. The following table summarizes the proceeds and changes to our Series A preferred stock (in thousands): Gross proceeds $ 225,000 Less: issuance costs ( 10,975 ) Net proceeds $ 214,025 Balance as of Closing Date $ 214,025 Accrued paid-in-kind dividends 12,206 Change in preferred stock redemption value 6,361 Balance as of December 31, 2021 $ 232,592 Accrued paid-in-kind dividends 14,420 Change in preferred stock redemption value 8,173 Balance as of September 30, 2022 $ 255,185 20 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 7 – Net Loss Per Share Attributable to Common Stockholders Our Series A preferred stock is considered a participating security which requires the use of two-class method for the computation of basic and diluted per share amounts. Under the two-class method, earnings available to common stockholders for the period are allocated between common stockholders and participating securities according to dividends accumulated and participation rights in undistributed earnings. Net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holder of the Series A preferred stock does not have a contractual obligation to share in losses. Basic net loss attributable to common stockholders per share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common and common equivalent shares outstanding during the period. Diluted net loss attributable to common stockholders per share reflects all potential dilutive common stock equivalent shares, including conversion of preferred stock, stock options, restricted stock units and shares to be issued under our employee stock purchase program. The following table sets forth the computation of basic and diluted net loss attributable to common stockholders per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholders $ ( 46,998 ) $ ( 59,948 ) $ ( 131,986 ) $ ( 83,636 ) Denominator: Shares used in per share calculation – basic 27,346 26,786 27,329 26,688 Dilutive effect of common stock — — — — Shares used in diluted share calculation 27,346 26,786 27,329 26,688 Net loss attributable to common stockholders per share – basic and diluted $ ( 1.72 ) $ ( 2.24 ) $ ( 4.83 ) $ ( 3.13 ) For each of the three and nine months ended September 30, 2022 and 2021, 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 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 loss per share consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Convertible preferred stock 3,130 2,866 3,083 1,595 Restricted stock units* 1,999 1,134 1,299 1,055 Common stock options 239 278 282 330 Employee stock purchase program — 7 — 12 Total 5,368 4,285 4,664 2,992 _________ * Amounts include market-based and performance-based restricted stock units. 21 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 8 – 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 September 30, 2022 (in thousands): For the Years Ending December 31, 2022 (remainder) $ 2,895 2023 7,782 2024 2,519 2025 229 2026 — Thereafter — Total $ 13,425 Operating Leases Refer to Note 10 – 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 and nine months ended September 30, 2022. Legal proceedings or other contingencies could result in material costs, even if we ultimately prevail. Legal Proceedings Securities Class Action – On April 8, 2020 and April 30, 2020, two purported class action lawsuits were filed against the Company, its then-chief executive officer, Scott N. Flanders, its then-chief financial officer, Derek N. Yung, and its 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 the Company and Messrs. Flanders, Yung and Francis made materially false and misleading statements and/or failed to disclose material information regarding the Company's accounting and modeling assumptions, rate of member churn and the Company's 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 (as amended, the "Exchange Act") 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. An Amended Complaint was filed on August 22 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 25, 2020, which Defendants moved to dismiss on October 23, 2020. Defendants’ motion, which Plaintiff opposed, was granted in part and denied in part on August 12, 2021. The Court dismissed Plaintiff's claims to the extent premised upon alleged misrepresentations or omissions relating to churn, but denied Defendants' motion with respect to alleged misstatements regarding purported operating costs. On October 1, 2021, the Company filed an Answer denying in part and admitting in part the remaining allegations, and denying any wrongdoing. On November 11, 2021, Plaintiff’s counsel filed a suggestion of death with respect to the lead plaintiff Billy White. The parties stipulated to a schedule for the lead plaintiff process to be re-opened, which was so-ordered by the Court on January 10, 2022. Plaintiff’s counsel published notice regarding the appointment of a new lead plaintiff on January 17, 2022. On March 18, 2022, several motions were filed by class members seeking appointment as lead plaintiff. The lead plaintiff motions are pending with the court. Derivative Actions – On July 7, 2020 and October 13, 2020, two derivative lawsuits were filed against the Company's then-chief executive officer, Mr. Flanders, its then-chief financial officer, Mr. Yung, its then-chief operating officer, Mr. Francis, and the then-current members of the Board (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. A third derivative lawsuit was filed against the same defendants on October 5, 2021 in the United States District Court for the Northern District of California, captioned Badwal v. Flanders et al ., Case No. 4:21-cv-07795 (N.D. Cal.). The complaints allege, among other things, that 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 for the period of March 2018 through the present. The Chernet and Lincolnshire 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 Exchange Act and asserts claims for abuse of control and gross mismanagement. The Badwal complaint purports to assert a claim for breach of fiduciary duty, an insider trading claim and violations of Section 14(a), 10(b) and 21D of the Exchange Act. The Chernet and Lincolnshire 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 Badwal complaint seeks damages, declaratory relief, corporate governance measures, equitable and injunctive relief, restitution and disgorgement, and attorneys' fees and costs. On August 10, 2020, the parties filed a Stipulation and Proposed Order in the Chernet matter to stay the action until and through the resolution of the Defendants' anticipated motion to dismiss the consolidated securities class action, and filed a similar stipulation in the Lincolnshire matter on December 11, 2020. The Chernet stipulation was granted by the Court on August 12, 2020 and the Lincolnshire stipulation on December 11, 2020. In December 2021, the parties entered into a stipulation to further stay the Badwal and Chernet actions pending the appointment of a lead plaintiff in the consolidated action, which was so ordered by the Court on December 14, 2021. Note 9 – 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 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, 2021 for our accounting policies relating to operating segments. 23 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The results of our operating segments are summarized for the periods presented below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: Medicare $ 45,137 $ 46,381 $ 181,266 $ 240,633 Individual, Family and Small Business 8,239 17,533 27,769 54,052 Total revenue $ 53,376 $ 63,914 $ 209,035 $ 294,685 Segment profit (loss) Medicare $ ( 22,962 ) $ ( 52,882 ) $ ( 63,050 ) $ ( 46,141 ) Individual, Family and Small Business 2,688 12,499 12,285 38,476 Segment loss ( 20,274 ) ( 40,383 ) ( 50,765 ) ( 7,665 ) Corporate ( 12,795 ) ( 14,827 ) ( 40,382 ) ( 43,206 ) Stock-based compensation expense ( 5,144 ) ( 5,234 ) ( 15,934 ) ( 24,881 ) Depreciation and amortization ( 5,558 ) ( 4,899 ) ( 15,685 ) ( 12,840 ) Amortization of intangible assets — ( 121 ) — ( 416 ) Impairment, restructuring and other charges ( 4,498 ) ( 573 ) ( 10,690 ) ( 3,004 ) Other income (expense), net ( 647 ) 189 ( 2,835 ) 511 Loss before income taxes $ ( 48,916 ) $ ( 65,848 ) $ ( 136,291 ) $ ( 91,501 ) 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): September 30, 2022 December 31, 2021 United States $ 42,051 $ 45,134 China 399 595 Total $ 42,450 $ 45,729 24 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Significant Customers Substantially all revenue for the three and nine months ended September 30, 2022 and 2021 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 UnitedHealthCare (1) 27 % 21 % 22 % 21 % Humana 17 % 20 % 18 % 18 % Centene (1) 10 % 11 % 13 % 12 % Aetna (1) 12 % 15 % 12 % 20 % __________ (1) Percentages include the carriers' subsidiaries. Note 10 – Leases Our lease portfolio primarily consists of operating leases for office space and our leases have remaining lease terms of 1 to 7 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. In August 2022, we executed and commenced the sublease of our office space located in Santa Clara, California, which will run through the remaining term of the primary lease, March 31, 2029. This sublease is expected to generate approximately $ 13.5 million in sublease income over the sublease term. Sublease income is recorded on a straight-line basis as a reduction of lease expense in our Condensed Consolidated Statements of Comprehensive Loss. We test right-of-use assets when impairment indicators are present in accordance with the asset impairment provisions of Accounting Standards Codification 360, Property, Plant and Equipment. The sublease of our Santa Clara, California office space triggered impairment testing for the underlying right-of-use asset as the expected sublease income is less than the remaining head lease obligation. We utilized an income approach to value the asset group by performing a discounted cash flow analysis and determined that the net carrying value exceeded the estimated discounted future cash flows. As a result, we recorded a $ 3.4 million impairment charge related to operating lease right-of-use assets and property, plant and equipment, which was reflected in the "Impairment, restructuring and other charges" line in our Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2022. See Note 11 – Impairment, Restructuring and Other Charges for further discussion about our asset impairment charges. Total operating lease expenses were $ 1.9 million for the three months ended September 30, 2022 and 2021 and $ 5.7 million for the nine months ended September 30, 2022 and 2021. Sublease income was immaterial for the three and nine months ended September 30, 2022 and 2021. 25 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Supplemental information related to leases are as follows (dollars in thousands): September 30, 2022 December 31, 2021 Weighted-average remaining lease term of operating leases 5.7 years 6.3 years Weighted-average discount rate used to recognize operating lease right-of-use-assets 5.4 % 5.4 % Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 5,878 $ 5,722 As of September 30, 2022, maturities of operating lease liabilities are as follows (in thousands): Year ending December 31, 2022 (remainder) $ 1,819 2023 8,029 2024 7,828 2025 8,005 2026 6,734 Thereafter 12,827 Total lease payments (1) $ 45,242 Less imputed interest ( 8,020 ) Total $ 37,222 ____________ (1) Noncancellable sublease income for the remainder of 2022 and the years ending December 31, 2023, 2024, 2025, 2026 and thereafter of $ 0.6 million, $ 1.6 million, $ 2.1 million, $ 2.2 million, $ 2.2 million, and $ 5.1 million, respectively, are not included in the table above. As of September 30, 2022, we had an additional operating lease for office space which had not yet commenced with total future lease payments of $ 4.6 million. Note 11 — Impairment, Restructuring and Other Charges The following table details impairment, restructuring and other charges for each of the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Restructuring and reorganization charges $ 764 $ 573 $ 6,956 $ 3,004 Asset impairment charges 3,734 — 3,734 — Impairment, restructuring and other charges $ 4,498 $ 573 $ 10,690 $ 3,004 26 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Our restructuring and reorganization costs and liabilities consist primarily of severance, transition and other related costs. The following table summarizes the cash-based restructuring and reorganization related liabilities (in thousands): Nine Months Ended September 30, 2022 Beginning balance $ 146 Restructuring and reorganization charges 6,956 Payments ( 6,588 ) Ending balance $ 514 During the three and nine months ended September 30, 2022, we incurred pre-tax restructuring charges of $ 0.8 million and $ 7.0 million, respectively, primarily related to employee termination benefits. In the first half of 2022, we eliminated 339 full-time positions, which represented approximately 14 % 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, and, as a result, recorded pre-tax restructuring charges of $ 6.2 million in the "Impairment, restructuring and other charges" line in our Condensed Consolidated Statements of Comprehensive Loss. In the three months ended September 30, 2022, we incurred pre-tax restructuring charges of $ 0.8 million for additional eliminated positions. Substantially all of the restructuring charges will be settled in cash and no equity awards were modified. As of September 30, 2022, the restructuring accrual of $ 0.5 million is recorded in other current liabilities on our Condensed Consolidated Balance Sheets. In September 2021, we announced the transition of our chief executive officer. Mr. Scott Flanders resigned as a member of our Board and chief executive officer, effective October 31, 2021. We recognized $ 2.4 million in severance costs related to his separation for the year ended December 31, 2021. Stock-based compensation expense for the year ended December 31, 2021 was impacted by a $ 4.1 million credit related to forfeited equity awards due to Mr. Flanders' separation, which was included in the "General and administrative" line in our Condensed Consolidated Statements of Comprehensive Loss. 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 were $ 2.4 million for the year ended December 31, 2021, 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. For the three and nine months ended September 30, 2022, we recognized a non-cash, pre-tax asset impairment charge of $ 3.4 million related to the sublease of our office space in Santa Clara, California in the "Impairment, restructuring and other charges" line in our Condensed Consolidated Statements of Comprehensive Loss. This charge was comprised of $ 2.5 million of operating lease right-of-use assets impairment and $ 0.9 million of property, plant and equipment impairment. We also incurred $ 0.3 million of impairment charges related to abandoned in-process internally developed software during the quarter, which was also recognized in the "Impairment, restructuring and other charges" line in our Condensed Consolidated Statements of Comprehensive Loss. Note 12 – Debt We entered into a term loan credit agreement with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto on February 28, 2022 (the "Original Credit Agreement"). On August 16, 2022, we entered into an Amendment (the "Amendment") to the Original Credit Agreement (as amended by the Amendment, the "Credit Agreement"). The Amendment replaced the LIBOR-based Adjusted Euro currency Rate (as 27 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) defined in the Original Credit Agreement) with Adjusted Term SOFR (as defined in the Amendment) as a reference rate for loans under the Credit Agreement. The Credit Agreement provides for a $ 70.0 million secured term loan credit facility. We terminated our credit agreement with Royal Bank of Canada ("RBC"), pursuant to which we had an up to $ 75 million revolving credit facility, in connection with entering into the Credit Agreement. As of December 31, 2021, there were $ 0.4 million of unamortized issuance costs related to the RBC credit agreement recorded in other assets in our Condensed Consolidated Balance Sheet. As a result of the termination of our credit agreement with RBC, we wrote-off our remaining related debt issuance cost of $ 0.4 million in the first quarter of 2022. We had no outstanding borrowings under our agreement with RBC at the time of termination. The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes, to refinance our credit agreement with RBC and to pay fees and expenses in connection with the entry into the Credit Agreement. The Original Credit Agreement bore interest, at our option, at either a rate based on the LIBOR for the applicable interest period or a base rate, in each case plus a margin. The base rate was the highest of the prime rate, the federal funds rates plus 0.50 % and one month adjusted LIBOR plus 1.0 %. The margin was 7.50 % for LIBOR loans and 6.50 % for base rate loans. After the Amendment, the loans under the Credit Agreement bear interest, at our option, at either a rate based on the Adjusted Term SOFR or a base rate, in each case plus a margin. The base rate is the highest of the prime rate, the federal funds rate plus 0.50 % and three-month Adjusted Term SOFR plus 1.00 %. The margin is 7.50 % for Adjusted Term SOFR loans and 6.50 % for base rate loans. As of September 30, 2022, the interest rate was 10.66 %. Furthermore, as part of the agreement, we will incur a $ 0.3 million fee per annum, payable annually. The outstanding obligations under the Credit Agreement are payable in full on the maturity date. The Credit Agreement matures in February 2025. We have the right to prepay the loans under the Credit Agreement in whole or in part at any time, subject, in the case of certain mandatory prepayments or any voluntary prepayment of the loans under the Credit Agreement after February 28, 2023, to an exit fee. Our obligations under the Credit Agreement are guaranteed by certain of our material domestic subsidiaries and substantially all of our assets and the assets of such guarantors, in each case, subject to customary exclusion. We are obligated to pay administration fees under the Credit Agreement. Financial covenants in the Credit Agreement require that we maintain Liquidity (as defined in the Credit Agreement) at or above $ 25.0 million as of the last calendar day of any month. The Credit Agreement also requires that the outstanding amount as of the last calendar day of any month be less than 50 % of our total contract assets - commissions receivables (i.e., both current and non-current commissions receivables). As of September 30, 2022, we were in compliance with our loan covenants. In the first quarter of 2022, we obtained a $ 70.0 million secured term loan under our Credit Agreement. We incurred closing costs totaling $ 5.1 million, which were recorded as a direct deduction from the face of the loan on our Condensed Consolidated Balance Sheet. There was $ 4.3 million of unamortized issuance costs as of September 30, 2022. The carrying value of the loan was $ 65.7 million as of September 30, 2022. 28 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 13 – Income Taxes The following table summarizes our benefit from income taxes and our effective tax rates for the periods presented below (in thousands, except effective tax rate): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Loss before income taxes $ ( 48,916 ) $ ( 65,848 ) $ ( 136,291 ) $ ( 91,501 ) Benefit from income taxes ( 9,767 ) ( 12,834 ) ( 26,898 ) ( 19,278 ) Effective tax rate 20.0 % 19.5 % 19.7 % 21.1 % For the three and nine months ended September 30, 2022, we recognized a benefit from income taxes of $ 9.8 million and $ 26.9 million, respectively, representing an effective tax rate of 20.0 % and 19.7 %, respectively, which was lower than the statutory federal tax rate primarily due to stock-based compensation adjustments and non-deductible lobbying expenses, partially offset by research and development credits and state taxes. For the three and nine months ended September 30, 2021, we recognized a benefit from income taxes of $ 12.8 million and $ 19.3 million, respectively, representing an effective tax rate of 19.5 % and 21.1 %, respectively, which was lower than the statutory federal tax rate primarily due to stock-based compensation adjustments, non-deductible lobbying expenses and state taxes, partially offset by research and development credits. 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 deferred tax assets as of September 30, 2022, 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. 29 Table of Contents