31 unchanged sentences
The termination of our relationship with a health insurance carrier, the reduction of commission rates, or the amendment of or change in our relationship with a carrier has in the past reduced, and may in the future reduce, the variety, quality and affordability of health insurance plans we offer, cause a loss of commission payments, including commissions for past and/or future sales, cause a reduction in the estimated constrained lifetime values (“LTVs”) we use for revenue recognition purposes, result in a loss of existing and potential members, adversely impact our profitability or have other adverse impacts, which could harm our business, operating results and financial condition.
−Removed: Health insurance carriers may also determine to exit certain states or increase premiums to a significant degree, which could cause our members’ health insurance to be terminated or our members to purchase new health insurance or determine not to pay for health insurance at all.
+Added: Health insurance carriers may also determine to exit certain states or markets, or increase premiums to a significant degree, which could cause our members’ health insurance plans to be terminated or our members to purchase new health insurance plans or determine not to pay for health insurance at all.
If we lose these members, our business, operating results and financial condition could be harmed.
1 unchanged sentence
Our revenue has been concentrated in a small number of health insurance carriers and we expect that a small number of health insurance carriers will continue to account for a significant portion of our revenue for the foreseeable future.
−Removed: For example, Humana, UnitedHealthcare, Aetna and Centene accounted for 27%, 22%, 7% and 3%, respectively, of our total revenue for the six months ended June 30, 2023, and accounted for 19%, 21%, 11% and 14%, respectively, of our total revenue for the six months ended June 30, 2022.
+Added: For example, Humana, UnitedHealthcare, Aetna and Centene accounted for 28%, 22%, 7% and 3%, respectively, of our total revenue for the nine months ended September 30, 2023, and accounted for 18%, 22%, 12% and 13%, respectively, of our total revenue for the nine months ended September 30, 2022.
As discussed elsewhere in this Risk Factors section, our contractual relationships with health insurance carriers are typically non-exclusive and terminable on short notice by either party for any reason.
−Removed: In particular, given the concentration of our Medicare plan sales in a small number of carriers, if we lose a relationship with a health insurance carrier to market their Medicare plans, even temporarily, or if the health insurance carrier loses its Medicare product membership, our business, operating results and financial condition would be harmed.
+Added: In particular, given the concentration of our Medicare plan sales in a small number of carriers, if we lose a relationship with a health insurance carrier to market their Medicare plans, even temporarily, or if the health insurance carrier loses its Medicare product membership or their ability to conduct business is otherwise impaired, our business, operating results and financial condition could be harmed.
If we are unable to successfully attract and convert qualified prospects into members for whom we receive commissions, our business, operating results and financial condition would be harmed.
1 unchanged sentence
Our business success depends in large part on our ability to attract qualified prospects into our enrollment platform and provide a relevant and reliable experience in a cost-effective manner to convert such prospects into paying members for whom we receive commissions.
−Removed: We employ different marketing channels and may from time to time adjust our member acquisition strategy to attract visitors to our website and communicate with customers who contact our call centers.
+Added: We employ different marketing channels and may from time to time adjust our member acquisition strategy to attract visitors to our website and communicate with customers who contact our customer care centers.
If our ability to market and sell Medicare-related health insurance and individual and family health insurance is constrained during the Medicare or individual and family health insurance enrollment periods for any reason, such as technology failures, interruptions in the operation of our ecommerce or telephony platforms, reduced allocation of resources, or any inability to timely employ, license, train, certify and retain our employees to sell health insurance, we could acquire fewer members, suffer a reduction in our membership, and our business, operating results and financial condition could be harmed.
3 unchanged sentences
We have taken and may take additional actions to improve the customer experience, enhance accuracy of plan recommendations, reduce rapid disenrollment and beneficiary complaints and improve the quality of our enrollments and conversion rates.
−Removed: Although we have in the past invested, and may from time to time invest, in various areas of our business, including technology and content, customer care and enrollment, and marketing and advertising to improve the quantity and quality of our membership enrollment in advance of enrollment periods, such investment may not result in a significant number of approved and paying members or may not be as cost-effective as we anticipated.
+Added: Although we have in the past invested, and may from time to time invest, in various areas of our business, including technology and content, customer care and enrollment, and marketing and advertising to improve the quantity and quality of our membership enrollment in advance of enrollment periods, such investment may not result in a significantly improved number of approved and paying members or may not be as cost-effective as we anticipated.
Our financial results will be adversely impacted if we are unable to retain our existing members.
2 unchanged sentences
Health insurance carriers may choose to discontinue their health insurance plans for a variety of reasons, and when members update their health insurance plan, they may also select a different plan that is not sold through us, or we are otherwise no longer the agent on the plan.
−Removed: Consumers may also purchase individual and family and Medicare-related health insurance plans directly from other sources, such as our competitors, and we would not remain the agent on the policy and receive the related commission.
+Added: Consumers may also purchase
+Added: individual and family and Medicare-related health insurance plans directly from other sources, such as our competitors, and we would not remain the agent on the policy and receive the related commission.
Our ability to grow and retain our membership depends on various factors, including agent productivity, the ability of enrollees to change their health plan outside of the Medicare annual enrollment period, the source of referrals and their enrollment experience.
2 unchanged sentences
Any decrease in the amount of time we retain our members on the health insurance plans that they purchased through us could adversely impact the estimated constrained LTVs we use for purposes of recognizing revenue, which would harm our business, operating results and financial condition.
−Removed: If we experience higher health insurance plan termination rates than we estimated when we recognized commission revenue, we may not collect all of the related commissions receivable, which could result in a reduction in LTV and a write-off of contract assets - commissions receivable, which would harm our business, operating results and financial condition.
+Added: If we experience higher insurance plan termination rates than we estimated when we recognized commission revenue, we may not collect all of the related commissions receivable, which could result in a reduction in LTV and a write-off of contract assets - commissions receivable, which would harm our business, operating results and financial condition.
Our business is seasonal in nature, and if we are not successful in responding to changes in the seasonality of our business, our business, operating results and financial condition could be harmed.
9 unchanged sentences
Our executive officers and employees can terminate their employment at any time, and the loss of these individuals could harm our business, especially if we are not successful in developing adequate succession plans.
−Removed: In recent years, we have appointed several new executive officers across multiple functions, and we may have additional changes in the future.
+Added: In recent years, we have appointed several new executive officers and other senior leaders across multiple functions, and we may have additional changes in the future.
For example, in 2022, we appointed a new chief operating officer and chief transformation officer, a new chief financial officer and a new general counsel.
3 unchanged sentences
We also depend on a relatively small number of licensed health insurance agents for certain key roles, and the loss of such key employees could harm our business.
−Removed: For example, we are required to appoint a single designated writing agent with each insurance carrier.
+Added: For example, we are required to appoint a single
+Added: designated writing agent with each insurance carrier.
A small number of our employees act as writing agent and each employee that acts as writing agent does so for a number of carriers.
−Removed: When an employee that acts as writing agent terminates their employment with us, we need to replace such writing agent with another employee who has
−Removed: health insurance licenses.
+Added: When an employee that acts as writing agent terminates their employment with us, we need to replace such writing agent with another employee who has health insurance licenses.
Due to our national reach and the large number of carriers whose plans are purchased by our members, the process of changing writing agents has in the past taken and could take a significant period of time to complete.
If the transition is not successful, our ability to sell health insurance plans may be interrupted, our agency relationship with particular insurance carriers may be terminated, our commission payments could be discontinued or delayed and, as a result, our business, operating results and financial condition would be harmed.
−Removed: Our business success depends on our ability to timely hire, train and retain qualified licensed health insurance agents and other employees to provide superior customer service and support our strategic initiatives while also controlling our labor costs.
−Removed: Our omnichannel consumer engagement platform enables customers to discover, compare and purchase a health insurance plan using our proprietary online search engine as well as receive assistance of a licensed insurance agent, by telephone, online chat or through a hybrid online assisted interaction such as co-browsing.
−Removed: Our customer care center operations are critical to our success and dependent on our ability to recruit, hire, train and effectively manage our licensed health insurance agents and other employees.
−Removed: In order to sell Medicare-related health insurance plans, our health insurance agent employees must be licensed by the states in which they are selling plans and certified and appointed with the health insurance carrier that offers the plans in each applicable state.
−Removed: We depend upon our employees, state departments of insurance, government exchanges and health insurance carriers for the licensing, certification and appointment of our health insurance agents.
−Removed: We may experience difficulties hiring a sufficient number of licensed agents and retaining existing licensed agents during the year and especially for the Medicare annual enrollment period.
+Added: Our business success depends on our ability to timely hire, train and retain qualified licensed insurance agents and other employees to provide superior customer service and support our strategic initiatives while also controlling our labor costs.
+Added: Our omnichannel consumer engagement platform enables customers to discover, compare and purchase an insurance plan using our proprietary online search engine as well as receive assistance of a licensed insurance agent, or benefit advisor, by telephone, online chat or through a hybrid online assisted interaction such as co-browsing.
+Added: Our customer care center operations are critical to our success and dependent on our ability to recruit, hire, train and effectively manage our licensed benefit advisors and other employees.
+Added: In order to sell Medicare-related health insurance products, our benefit advisors must be licensed by the states in which they are selling plans and certified and appointed with the health insurance carrier that offers the plans in each applicable state.
+Added: We depend upon our employees, state departments of insurance, government exchanges and health insurance carriers for the licensing, certification and appointment of our benefit advisors.
+Added: We may experience difficulties hiring a sufficient number of licensed insurance agents and retaining existing licensed agents during the year and especially for the Medicare annual enrollment period.
If we are not successful in these regards, our ability to sell Medicare-related health insurance plans will be impaired during the Medicare annual enrollment period, which would harm our business, operating results and financial condition.
−Removed: Even if we are successful in hiring licensed health insurance agents, our success depends on the productivity of these health insurance agents and other employees that operate the customer care center.
−Removed: Failure to retain, train and ensure the productivity of our health insurance agents and other employees could result in lower-than-expected sold plans, conversion rates and revenue, higher costs of acquisition per member and higher plan termination rates, any of which could harm our business, operating results and financial condition.
−Removed: If our health insurance agents do not perform to the standards we expect of them or if we do not generate sufficient call volumes for our health insurance agents to remain productive, our sold plan volume, conversion and retention rates could be negatively impacted, and our business, operating results and financial condition would be harmed.
−Removed: If investments we make in our call center operations do not result in the returns we expected when making those investments, we could acquire fewer members, suffer a reduction in our membership, and our business, operating results and financial condition would be harmed.
+Added: Even if we are successful in hiring licensed insurance agents, our success depends on the productivity of these licensed insurance agents and other employees that operate the customer care center.
+Added: Failure to retain, train and ensure the productivity of our licensed insurance agents and other employees could result in lower-than-expected sold plans, conversion rates and revenue, higher costs of acquisition per member and higher plan termination rates, any of which could harm our business, operating results and financial condition.
+Added: If our licensed insurance agents do not perform to the standards we expect of them or if we do not generate sufficient call volumes for our licensed insurance agents to remain productive, our sold plan volume, conversion and retention rates could be negatively impacted, and our business, operating results and financial condition would be harmed.
+Added: If investments we make in our customer care center operations do not result in the returns we expected when making those investments, we could acquire fewer members, suffer a reduction in our membership, and our business, operating results and financial condition would be harmed.
Our business may be harmed if we are not successful in executing on our operational and strategic plans, including our growth strategies, cost-saving and enrollment quality initiatives.
1 unchanged sentence
Our success depends in large part on our ability to develop and improve products and services.
−Removed: We have in the past invested and may make significant investments in marketing and advertising, technology, customer care and enrollment.
+Added: We have in the past invested and may make significant investments in marketing and advertising, technology and content, customer care and enrollment.
Our growth strategy also involves investment in the development of new offerings and initiatives that differentiate us from our competitors, and accordingly, we may also enter into strategic partnerships aligned with our business and growth objectives.
Pursuing and investing in these initiatives may increase our expenses and our organizational complexity, divert management’s attention from other business concerns and also involve risks and uncertainties described elsewhere in this Risk Factors section, including the initiatives not achieving our retention, cost-savings, growth or profitability targets, inadequate return of capital on our investments, legal and regulatory compliance risks, potential changes in laws and regulations and other issues that could cause us to fail to realize the anticipated benefits of our investments and incur unanticipated liabilities.
−Removed: If we are not successful in executing on our operational and strategic plans or if we do not realize the expected benefits of our investments, our business, operating results and financial condition would be harmed.
+Added: If we are not successful in executing
+Added: on our operational and strategic plans or if we do not realize the expected benefits of our investments, our business, operating results and financial condition would be harmed.
In addition, from time to time, we may initiate restructuring plans to implement cost savings initiatives or programs including, among other things, reductions in workforce and other fixed and variable expenses.
−Removed: While such initiatives are intended to improve our operations through re-engineering, reorganizing, and better deployment of marketing expenses, we may not successfully realize the expected benefits of the actions that we have or may in the future take in connection therewith.
+Added: While such initiatives are intended to improve our operations through re-engineering, reorganizing and better deployment of marketing and other operating expenses, we may not successfully realize the expected benefits of the actions that we have or may in the future take in connection therewith.
A variety of risks could cause us not to realize some or all of the expected benefits of these or any other restructuring plans that we may undertake, including, among others, higher than anticipated costs in implementing such restructuring plans, management distraction from ongoing business activities, damage to our reputation and brand image, including negative publicity, workforce attrition beyond planned reductions and risks and uncertainties described elsewhere in this Risk Factors section.
6 unchanged sentences
While we believe allowing employees to work remotely will help us attract and retain talent, transitioning to and operating as a remote first company could negatively impact employee productivity and morale, sales and marketing efforts, customer success efforts, and revenue growth rates or other financial metrics, or create operational or other challenges, any of which could adversely impact our business, financial condition and operating results in any given period, especially if such disruption occurs during or in our preparation for the Medicare annual enrollment period or individual and family health insurance enrollment periods.
−Removed: An increased number of employees in a remote work environment may also exacerbate certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of sensitive personal information or proprietary or confidential information about us or our customers or other third parties.
+Added: An increased number of employees in a remote work environment may also exacerbate certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks and increased risk of unauthorized dissemination of sensitive personal information or proprietary or confidential information about us, our customers or other third parties.
Our product development initiatives could also be negatively impacted by the prevalence of remote work.
1 unchanged sentence
We may also be exposed to risks associated with the various locations of our remote employees, including compliance with local laws and regulations, and if employees fail to inform us of changes in their work location, we may be exposed to additional risks without our knowledge.
−Removed: If our key personnel or a significant portion of our employees are unable to work effectively in a remote setting or our business operations are otherwise disrupted during the Medicare or individual and family health insurance enrollment periods, the adverse impact on our business would be particularly pronounced.
+Added: If our key personnel or a significant portion of our employees are unable to work effectively in a remote setting or our business operations are otherwise disrupted during the Medicare annual enrollment period or individual and family health insurance enrollment periods, the adverse impact on our business would be particularly pronounced.
It may also be difficult for us to preserve our corporate culture, and our employees may have less opportunities to collaborate in meaningful ways, which could harm our ability to retain and recruit employees, innovate and operate our business effectively.
2 unchanged sentences
The promotion of our brand in these and other ways may require us to make substantial investments and we anticipate that, as our market becomes increasingly competitive, these branding initiatives may become increasingly difficult and expensive.
−Removed: Our brand promotion activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur and our operating results could be harmed.
−Removed: If we do not successfully maintain and enhance our brand, our business may not grow and we could lose our relationships with health insurance carriers, marketing partners and/or members, which would harm our business, operating results and financial condition.
−Removed: Negative incidents can erode trust and confidence quickly, and adverse publicity about us could damage our brand and reputation, undermine our
−Removed: customers’ confidence, affect our ability to recruit, engage, motivate and retain qualified staffs, attract regulatory scrutiny, and impact our relationships with current and potential partners.
+Added: Our brand promotion activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur, and our operating results could be harmed as a result.
+Added: If we do not successfully maintain and enhance our brand, our
+Added: business may not grow and we could lose our relationships with health insurance carriers, marketing partners and/or members, which would harm our business, operating results and financial condition.
+Added: Negative incidents can erode trust and confidence quickly, and adverse publicity about us could damage our brand and reputation, undermine our customers’ confidence, affect our ability to recruit, engage, motivate and retain qualified personnel, attract regulatory scrutiny, and impact our relationships with current and potential partners.
We depend upon Internet search engines and social media platforms to attract a significant portion of the consumers who visit our website, and if we are unable to effectively advertise on search engines or social media platforms on a cost-effective basis, our business and operating results would be harmed.
23 unchanged sentences
We rely significantly on marketing partners, and our business and operating results would be harmed if we are unable to maintain effective relationships with our existing marketing partners or if we do not establish successful relationships with new marketing partners.
−Removed: We frequently enter into contractual marketing relationships with partners that drive consumers to our ecommerce platform and call centers.
−Removed: These marketing partners include financial and online services companies,
−Removed: affiliate organizations, online advertisers and content providers, and other marketing vendors.
+Added: We frequently enter into contractual marketing relationships with partners that drive consumers to our ecommerce platform and customer care centers.
+Added: These marketing partners include financial and online services companies, affiliate organizations, online advertisers and content providers, and other marketing vendors.
We also have relationships with strategic marketing partners, including hospitals and pharmacy chains that promote our Medicare platforms to their customers as well as other provider groups, wellness, and other digital and affinity groups.
6 unchanged sentences
Competition for referrals from our marketing partners has increased particularly during the enrollment periods for Medicare-related health insurance and individual and family health insurance.
−Removed: We may lose marketing partner referrals if our competitors pay marketing partners more than we do or be forced to pay increased fees to our marketing partners, which could harm our business, operating results and financial condition.
+Added: We may lose marketing partner referrals if our competitors pay marketing partners more than we do or may be forced to pay increased fees to our marketing partners, any of which could harm our business, operating results and financial condition.
If we lose marketing partner referrals during the Medicare or individual and family health insurance enrollment periods, the adverse impact on our business would be particularly pronounced.
8 unchanged sentences
We develop, host and maintain carrier dedicated Medicare plan websites and may undertake other marketing and advertising initiatives or perform other services through our Medicare plan advertising program.
−Removed: We also allow health insurance carriers to purchase advertising space for non-Medicare products on our website
−Removed: through our sponsorship program.
+Added: We also allow health insurance carriers to purchase advertising space for non-Medicare products on our website through our sponsorship program.
To the extent that economic conditions, health care reform or other factors impact the amount health insurance carriers are willing to pay for advertising, our advertising and sponsorship program will be adversely impacted.
2 unchanged sentences
If we are not successful in these areas or these factors are unfavorable to us, our business, operating results and financial condition could be harmed.
−Removed: The success of our sponsorship and advertising program depends on a number of factors, including the amount health insurance carriers are willing to pay for advertising services, the effectiveness of the sponsorship and advertising program as a cost-effective method for carriers to obtain additional members, consumer demand for the health insurance carrier’s product, our ability to attract consumers to our ecommerce platform, our call centers or the dedicated Medicare plan websites and convert those consumers into members, and the cost, benefit and brand recognition of the health insurance plan that is the subject of the advertising, among others.
+Added: The success of our sponsorship and advertising program depends on a number of factors, including the amount health insurance carriers are willing to pay for advertising services, the effectiveness of the sponsorship and advertising program as a cost-effective method for carriers to obtain additional members, consumer demand for the health insurance carrier’s product, our ability to attract consumers to our ecommerce platform, our customer care centers or the dedicated Medicare plan websites and convert those consumers into members, and the cost, benefit and brand recognition of the health insurance plan that is the subject of the advertising, among others.
In addition, increased carrier focus on the quality of enrollments and reduction in member complaints could adversely impact our ability to successfully negotiate and operate our sponsorship and advertising programs.
3 unchanged sentences
In the event Internet-based agents and brokers such as us use the Internet for completion of qualified health plan selection purposes, their websites may be required to meet certain additional requirements.
−Removed: To the extent we enroll individuals and families into qualified health plans, we do so predominantly through the Federally Facilitated Marketplace (“FFM”), which runs all or part of the health insurance exchange in 33 states, using a third-party partnership.
+Added: To the extent we enroll individuals and families into qualified health plans, we do so predominantly through the Federally Facilitated Marketplace (“FFM”), which currently runs all or part of the health insurance exchange in 33 states, using a third-party partnership.
The number of states using the FFM may decrease in the future, reducing our ability to enroll members through the FFM.
2 unchanged sentences
We have entered into an agreement to outsource certain aspects of the enrollment process for qualified health plans to a third-party vendor in light of the expense and burden associated with the additional requirements.
−Removed: If we are unsuccessful in maintaining a relationship with our third-party vendor who is approved to use the process, we may not be able to enroll individuals into qualified health plans through the FFM or could be required to use an inferior process to do so, which could cause a reduction in our individual and family health insurance plan membership and commission revenue.
+Added: If we are unsuccessful in maintaining a relationship with our third-party vendor who is approved to use the process, we may not be able to enroll individuals into qualified health plans through the FFM or could be required to use an inferior process to do so, which could cause a reduction in our individual and family health insurance plan
+Added: membership and commission revenue.
In addition, if we are not able to maintain solutions to integrate with government-run health insurance exchanges or if the health insurance exchange websites and other processes are unstable or not consumer friendly, efficient and compatible with the process we have adopted for enrolling individuals and families into qualified health plans through the exchanges, we would not be successful in retaining and acquiring members, and our business, operating results and financial condition would be harmed.
−Removed: The FFM may at any time cease allowing us or our third-party vendor to enroll individuals in qualified health plans or change
−Removed: the requirements for doing so, or relevant government regulations or agencies may prevent us from efficiently working with our third-party vendor, including timely receiving and using data from our third-party vendor.
+Added: The FFM may at any time cease allowing us or our third-party vendor to enroll individuals in qualified health plans or change the requirements for doing so, or relevant government regulations or agencies may prevent us from efficiently working with our third-party vendor, including timely receiving and using data from our third-party vendor.
If the FFM ceases allowing us or our third-party vendor to enroll individuals, if the FFM platform does not function properly or if we are prevented from efficiently working with our third-party vendor, our ability to retain existing members and add new members could be negatively impacted, which would harm our business, operating results and financial condition.
12 unchanged sentences
• the variety, competitiveness, quality and affordability of the health insurance plans that we offer;
−Removed: • system failures or interruptions in the operation of our ecommerce platform or call center operations;
+Added: • system failures or interruptions in the operation of our ecommerce platform or customer care center operations;
• changes in the mix of consumers who are referred to us through our direct, marketing partner and online advertising member acquisition channels, including the quality of sales leads;
22 unchanged sentences
For instance, with respect to health insurance plans, health insurance carriers do not directly report member cancellations to us.
−Removed: Other than small business health insurance, we infer cancellations from payment data that carriers provide by analyzing whether payments from members have ceased for a period of time, and we may not learn of a cancellation for several months.
+Added: Other than small business health insurance, we infer cancellations from payment data that carriers provide by analyzing
+Added: whether payments from members have ceased for a period of time, and we may not learn of a cancellation for several months.
The majority of our members who terminate their plans do so by discontinuing their insurance premium payments to the health insurance carrier and do not inform us of the cancellation.
With respect to our small business membership, many groups notify the carrier directly with respect to increases or decreases in group size and policy cancellations.
−Removed: Our insurance carrier partners often do not communicate this information to us, and it often
−Removed: takes a significant amount of time for us to learn about small business group cancellations and changes in our membership within the group itself.
+Added: Our insurance carrier partners often do not communicate this information to us, and it often takes a significant amount of time for us to learn about small business group cancellations and changes in our membership within the group itself.
We often are not made aware of policy cancellations until the time of the group’s annual renewal.
20 unchanged sentences
In recent years, China has adopted laws regulating cybersecurity and data protection.
−Removed: For example, a data security law in China that became effective on September 1, 2021 applies to the usage, collection and protection of data within China and imposes data security obligations and restrictions on transfers of certain data outside of China, including prohibition on providing any data stored in China to law enforcement authorities or judicial bodies outside of China without prior Chinese government approval.
+Added: For example, a data security
+Added: law in China that became effective on September 1, 2021 applies to the usage, collection and protection of data within China and imposes data security obligations and restrictions on transfers of certain data outside of China, including prohibition on providing any data stored in China to law enforcement authorities or judicial bodies outside of China without prior Chinese government approval.
There remains considerable uncertainty as to how the data security law is applied, and the regulatory environment continues to evolve.
−Removed: Such laws, regulations and standards
−Removed: are complex, ambiguous and subject to change or interpretation, which create uncertainty regarding compliance.
+Added: Such laws, regulations and standards are complex, ambiguous and subject to change or interpretation, which create uncertainty regarding compliance.
Compliance with these laws and regulations could cause us to incur substantial costs or require us to change our business operations in China.
8 unchanged sentences
The escalation of international tensions has increased the risk associated with our operations in China.
−Removed: Either the United States or the Chinese government may limit or sever our ability to communicate with our China operations or may take actions that force us to close our operations in China.
+Added: Either the U.S.
+Added: or the Chinese government may limit or sever our ability to communicate with our China operations or may take actions that force us to close our operations in China.
We employ a large number of our technology and content employees in China, and we have other employees in China that support our business.
18 unchanged sentences
The marketing and sale of Medicare Supplement plans are principally regulated on a state-by-state basis by state departments of insurance.
−Removed: The laws and regulations applicable to the marketing and sale of Medicare plans are numerous, ambiguous and complex, and, particularly with respect to regulations and guidance issued by CMS for Medicare Advantage and Medicare
−Removed: Part D prescription drug plans, change frequently.
+Added: The laws and regulations applicable to the marketing and sale of Medicare plans are numerous, ambiguous and complex, and, particularly with respect to regulations and guidance issued by CMS for Medicare Advantage and Medicare Part D prescription drug plans, change frequently.
We have altered, and likely will have to continue to alter, our marketing and sales process to comply with these laws, regulations and guidelines.
−Removed: Health insurance carriers whose Medicare plans we sell approve our websites, our call center scripts and a large portion of our marketing materials.
−Removed: We must receive these approvals in order for us to market and sell Medicare plans to Medicare-eligible individuals as a health insurance agent.
+Added: Health insurance carriers whose Medicare plans we sell approve our websites, our customer care center call scripts and a large portion of our marketing materials.
+Added: We must receive these approvals in order for us to market and sell Medicare plans to Medicare-eligible individuals as an insurance agent.
We are also required to file many of these materials on a regular basis with CMS.
5 unchanged sentences
The termination of or change in our relationship with health insurance carriers for this reason could reduce the products we are able to offer, could result in the loss of commissions for past and future sales and could otherwise harm our business, operating results and financial condition.
−Removed: Changes to the laws, regulations and guidelines relating to the sale of Medicare plans, their interpretation or the manner in which they are enforced could impact the manner in which we conduct our Medicare business, our ecommerce platforms or our sale of Medicare plans, or we could be prevented from operating aspects of our Medicare revenue-generating activities altogether, which would harm our business, operating results and financial condition.
+Added: Changes to the laws, regulations and guidelines relating to the sale of Medicare plans, their interpretation or the manner in which they are enforced could impact the manner in which we conduct our Medicare business, our ecommerce platforms or our sale of Medicare plans, or we could be prevented from operating certain aspects of our Medicare revenue-generating activities altogether, which would harm our business, operating results and financial condition.
We have received, and may in the future receive, inquiries from CMS or state departments of insurance regarding our marketing and business practices and compliance with laws and regulations.
6 unchanged sentences
We may not be able to use certain marketing materials and implement our marketing programs effectively if CMS or a health insurance carrier has comments or disapproves of our marketing materials.
−Removed: If we do not timely file the additional marketing materials with CMS or if health insurance carriers do not adapt to the new CMS requirements or increase the efficiency with which they review our marketing material, it could harm our sales and also harm our ability to efficiently change and implement new or existing marketing material, including call center scripts and our websites, which could harm our business, operating results and financial condition.
+Added: If we do not timely file the additional marketing materials with CMS or if health insurance carriers do not adapt to the new CMS requirements or increase the efficiency with which
+Added: they review our marketing material, it could harm our sales and also harm our ability to efficiently change and implement new or existing marketing material, including our customer care center call scripts and our websites, which could harm our business, operating results and financial condition.
If we or our marketing partners are not successful in timely receiving health insurance carrier or CMS approval of our marketing materials, or if a health insurance carrier refuses to accept enrollments relating to specific materials or marketing endeavors, we could be prevented from implementing our Medicare marketing and sales initiatives, which could harm our business, operating results and financial condition, particularly if such delay or non-compliance occurs during the Medicare annual enrollment period or the Medicare Advantage open enrollment period.
In June 2022, CMS released final versions of the rules initially proposed in January 2022, which included several new provisions aimed at Third Party Marketing Organizations.
−Removed: The final rules require us and our marketing partners to implement additional verbal and written disclaimers and require us to implement further oversight
−Removed: measures over our marketing partners, beginning with the Medicare annual enrollment period in 2022.
+Added: The final rules require us and our marketing partners to implement additional verbal and written disclaimers and require us to implement further oversight measures over our marketing partners, beginning with the Medicare annual enrollment period in 2022.
Given the adoption of these rules, we may incur additional costs to generate and convert leads from our marketing partners, as well as additional administrative costs, which could adversely affect our business, operating results and financial condition.
In addition, we are required to file marketing partner marketing materials relating to Medicare Advantage and Medicare Part D prescription drug plans with CMS, and health insurance carriers must review and approve the marketing materials.
−Removed: In October 2022, CMS announced that in response to concerns about certain marketing practices in the Medicare marketplace, it would, among other things, be increasing review of certain marketing materials and practices and, beginning January 1, 2023, television advertisements will no longer be eligible for the CMS file and use process and instead will be subject to a more time-consuming review process.
+Added: In October 2022, CMS announced that in response to concerns about certain marketing practices in the Medicare marketplace, it would, among other things, be increasing review of certain marketing materials and practices and, beginning January 1, 2023, television advertisements would no longer be eligible for the CMS file and use process and instead would be subject to a more time-consuming review process.
Compliance with these evolving laws and regulations may involve significant costs or require changes in our business practices that could have adverse impact on our business, operating results, financial condition and prospects .
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These additional requirements could impede or otherwise harm our business, operating results or financial condition.
+Added: T here may be further potential impact on the business upon the release of any new guidance and sub-regulatory guidance.
In May 2023, CMS released a memo providing that, effective July 10 2023, the definition of “marketing” would be changed to further restrict the ability to mention widely available benefits in materials without first obtaining carrier review and approval and submitting such materials to CMS.
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Legislative or regulatory changes to the Medicare program have and may continue to have similar impacts on our Medicare business.
−Removed: In addition, each state regulates its insurance market, including by regulating the ability of insurance companies to set premiums and prohibiting brokers and agents such as eHealth from competing in certain ways such as offering price reductions and rebates or marketing in certain ways.
+Added: In addition, each state regulates its insurance market, including by regulating the ability of insurance companies to set premiums and
+Added: prohibiting brokers and agents such as eHealth from competing in certain ways such as offering price reductions and rebates or marketing in certain ways.
All these state regulations are also subject to periodic change.
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Ongoing health care reform efforts and measures may expand the role of government-sponsored coverage, including proposals for single payer or so called “Medicare-for-All” or other proposals that may have the effect of reducing or eliminating the market for our current range of health insurance products, which could have far-reaching implications for the health insurance industry if enacted.
−Removed: Some proposals would seek to eliminate the private marketplace while others would expand a
−Removed: government-sponsored option to a larger population or otherwise increase government oversight or competition in the sector.
+Added: Some proposals would seek to eliminate the private marketplace while others would expand a government-sponsored option to a larger population or otherwise increase government oversight or competition in the sector or reduce the fees or commissions payable to brokers under the Medicare program.
We are unable to predict the full impact of health care reform initiatives or other regulatory changes on our operations in light of the uncertainty of whether initiatives will be successful and the uncertainty regarding the terms and timing of any provisions enacted and the impact of any of those provisions on various healthcare and insurance industry participants.
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In addition, as we expand our product base, we may be subject to additional laws and regulations.
−Removed: Increasing regulatory focus on privacy and security issues and expanding laws could impact our business and expose us to increased liability.
+Added: Increasing regulatory focus on privacy and data security issues and expanding laws could impact our business and expose us to increased liability.
Our business is subject to emerging privacy laws being passed at the state level that create unique compliance challenges.
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As a result, we are subject to various state and federal laws and contractual requirements regarding the access, use and disclosure of personal information.
−Removed: Compliance with state and federal privacy-related laws, particularly new state legislation such as the California Consumer Privacy Act, and increasingly robust industry standard security frameworks will result in cost increases due to an increased need for privacy compliance, oversight and monitoring, and the development of new processes to effectuate and demonstrate compliance.
+Added: Compliance with state and federal privacy-related laws, particularly new state legislation such as the
+Added: California Consumer Privacy Act and recent amendments thereto, and increasingly robust industry standard security frameworks will result in cost increases due to an increased need for privacy compliance, oversight and monitoring, and the development of new processes to effectuate and demonstrate compliance.
The effects of potential non-compliance by us or third-party service providers, and enforcement actions, may result in increased costs to our business and reputational harm.
−Removed: The privacy legislation landscape is rapidly evolving on a state-by-state basis that creates challenges for businesses to comply with the new legal obligations in a systematic fashion.
−Removed: For example, Virginia, Colorado and California have new privacy legislation that came or will come into effect in 2023;
−Removed: however, these laws have differing consumer rights and business obligations, differing obligations on data controllers and differing enforcement mechanisms.
+Added: The privacy and cybersecurity legislative landscape is rapidly evolving on the state and federal level.
+Added: Such changes create challenges for businesses to comply with the new legal obligations in a systematic fashion.
These new legal operations may change the way we conduct our business and may harm our results of operations and financial condition.
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In the event that additional data privacy or data security laws are implemented, or our health insurance carrier or other partners determine to impose requirements on us relating to data privacy security, we may not be able to timely comply with such requirements or such requirements may not be compatible with our current processes.
−Removed: Changing our processes could be time-consuming and expensive, and failure to timely implement
−Removed: required changes could result in our inability to sell health insurance plans in a particular jurisdiction or for a particular health insurance carrier or subject us to liability for non-compliance, any of which would damage our business, operating results and financial condition.
+Added: Changing our processes could be time-consuming and expensive, and failure to timely implement required changes could result in our inability to sell health insurance plans in a particular jurisdiction or for a particular health insurance carrier or subject us to liability for non-compliance, any of which would damage our business, operating results and financial condition.
Health insurance carriers that we work with may also require us to comply with additional privacy and data security standards to do business with us at all.
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The commission rates we receive are impacted by a variety of factors, including the particular health insurance plans chosen by our members, the carriers offering those plans, our members’ states of residence, the laws and regulations in those jurisdictions, the average premiums of plans purchased through us and health care reform.
−Removed: Our commission revenue per member has in the past decreased, and could in the future decrease, as a result of reductions in
−Removed: contractual commission rates, a change in the mix of carriers whose products we sell during a given period and increased health insurance plan termination rates, all of which are beyond our control and may occur on short notice.
+Added: Our commission revenue per member has in the past decreased, and could in the future decrease, as a result of reductions in contractual commission rates, a change in the mix of carriers whose products we sell during a given period and increased health insurance plan termination rates, all of which are beyond our control and may occur on short notice.
To the extent these and other factors cause our commission revenue per member to decline, our revenue may decline, and our business, operating results and financial condition would be harmed.
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Investment Agreement, we are required to obtain the consent of H.I.G.
−Removed: in order to incur any indebtedness until our adjusted EBITDA for the trailing four quarters increases, which could limit our ability to obtain additional financing.
+Added: in order to incur certain indebtedness, which could limit our ability to obtain additional financing.
Even if we comply with all of the applicable covenants, the restrictions on the conduct of our business imposed by our lender or H.I.G.
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Investment Agreement, we are currently required to obtain the consent of H.I.G.
−Removed: in order to incur any indebtedness until our adjusted EBITDA for the trailing four quarters increases, which could limit our ability to obtain additional financing.
+Added: in order to incur certain indebtedness, which
+Added: could limit our ability to obtain additional financing.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities or challenges could be harmed, and our business, operating results and financial condition could be materially and adversely affected.
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A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
−Removed: Further, the design of a control
−Removed: system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
+Added: Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
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A lack of future taxable income would adversely affect our ability to utilize these net operating loss carryforwards.
−Removed: In addition, utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions.
+Added: In addition, utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to
+Added: ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions.
These ownership change limitations may limit the amount of net operating loss carryforwards and other tax attributes that can be utilized annually to offset future taxable income and tax, respectively.
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If we fail to properly maintain existing or implement new information systems, our business may be materially adversely affected.
−Removed: The performance, reliability and availability of our ecommerce platform, cloud contact center and underlying network infrastructures are critical to our financial results, brand and relationship with members, marketing partners
−Removed: and health insurance carriers.
+Added: The performance, reliability and availability of our ecommerce platform, cloud contact center and underlying network infrastructures are critical to our financial results, brand and relationship with members, marketing partners and health insurance carriers.
Although we regularly attempt to enhance our platforms and system infrastructure, system failures and interruptions may occur if we are unable to accurately project the rate or timing of increases in our website or call center traffic or for other reasons, some of which are completely outside our control.
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We cannot predict whether additional network capacity will be available from these vendors as we need it, and our network or our suppliers’ networks might be unable to achieve or maintain a sufficiently high capacity of data transmission.
−Removed: Any significant interruption in access to our call centers or our website or increase in our website’s response time as a result of these difficulties could impair our revenue-generating capabilities, damage our reputation and our relationship with insurance carriers, marketing partners and existing and potential members, and harm our business, operating results and financial condition.
+Added: Any significant interruption in access to our customer care centers or our website or increase in our website’s response time as a result of these difficulties could impair our revenue-generating capabilities, damage our reputation and our relationship with insurance carriers, marketing partners and existing and potential members, and harm our business, operating results and financial condition.
In addition, any loss of data could result in loss of customers and subject us to potential liability.
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These systems have failed temporarily in the past and may experience additional disruption due to systems upgrades, power outages, an increase in remote work or other events.
−Removed: The effectiveness and stability of our customer care center systems and technology are critical to our ability to sell health insurance plans, particularly during key times, such as the Medicare enrollment periods, and the failure or interruption of any of these systems and technology or any inability to handle increased volume would harm our business, operating results and financial condition.
+Added: The effectiveness and stability of our customer care center systems and technology are critical to our ability to sell health insurance plans, particularly during key times, such
+Added: as the Medicare enrollment periods, and the failure or interruption of any of these systems and technology or any inability to handle increased volume would harm our business, operating results and financial condition.
Our business is subject to security risks, and if we experience a successful cyberattack, a security breach or are otherwise unable to safeguard the confidentiality and integrity of the data we hold, including sensitive personal information, our business will be harmed.
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Additionally, our third-party service providers may cause security breaches for which we are responsible.
−Removed: Any compromise or perceived compromise of our security or the security of one of our vendors could damage our reputation, cause the termination of relationships with government-run health insurance exchanges and
−Removed: our members, marketing partners and health insurance carriers, reduce demand for our services and subject us to significant liability and expense as well as regulatory action and lawsuits, any of which would harm our business, operating results and financial condition.
+Added: Any compromise or perceived compromise of our security or the security of one of our vendors could damage our reputation, cause the termination of relationships with government-run health insurance exchanges and our members, marketing partners and health insurance carriers, reduce demand for our services and subject us to significant liability and expense as well as regulatory action and lawsuits, any of which would harm our business, operating results and financial condition.
The attack surface available to criminals is increasing as more companies and individuals work remotely and otherwise work online.
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This guidance, which includes forward-looking statements, has been, and will be, based on projections prepared by our management.
−Removed: Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the guidance furnished by us will not materialize or will vary
−Removed: significantly from actual results.
+Added: Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the guidance furnished by us will not materialize or will vary significantly from actual results.
Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release.
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Our investments are subject to market-wide risks, and fluctuations, as well as to risks inherent in particular securities.
−Removed: The failure of any of the investment risk strategies that we employ could have a material adverse effect on our business, financial condition, and results of operations.
+Added: The failure of any of the
+Added: investment risk strategies that we employ could have a material adverse effect on our business, financial condition, and results of operations.
The value of our investments is exposed to capital market risks, and our results of operations, liquidity, financial condition or cash flows could be adversely affected by realized losses, impairments and changes in unrealized positions as a result of:
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The Series A Preferred Stock is convertible at the option of the holders at any time into shares of common stock based on the then applicable conversion rate as determined in the certificate of designations for the Series A Preferred Stock, which conversion would dilute the ownership interest of existing holders of our common stock.
−Removed: In addition, because holders of our Series A Preferred Stock are entitled to vote, on an as-converted basis (subject to
−Removed: certain voting limitations and conversion calculations set forth in the certificate of designations for the Series A Preferred Stock), together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, the issuance of the Series A Preferred Stock effectively reduces the relative voting power of the holders of our common stock.
+Added: In addition, because holders of our Series A Preferred Stock are entitled to vote, on an as-converted basis (subject to certain voting limitations and conversion calculations set forth in the certificate of designations for the Series A Preferred Stock), together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, the issuance of the Series A Preferred Stock effectively reduces the relative voting power of the holders of our common stock.
Any sales in the public market of the common stock issuable upon conversion of the Series A Preferred Stock could adversely affect prevailing market prices of our common stock.
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Investment Agreement, we must obtain the consent of H.I.G.
−Removed: in order to incur any indebtedness, which could limit our ability to obtain additional financing until our adjusted EBITDA for the trailing four quarters increases.
+Added: in order to incur any indebtedness, which could limit our ability to obtain additional financing.
The preferential rights could also result in divergent interests between H.I.G.
and holders of our common stock.
−Removed: Furthermore, a sale of our company, as a change of control event, may require us to repurchase Series A Preferred Stock, which could have the effect of making an acquisition of our company more expensive and potentially deterring proposed transactions that may otherwise be beneficial to our stockholders.
+Added: Furthermore, a sale of our company, as a change of control event, may require us to repurchase Series A Preferred Stock, which could have the effect of
+Added: making an acquisition of our company more expensive and potentially deterring proposed transactions that may otherwise be beneficial to our stockholders.
Our convertible preferred stock investor may exercise influence over us, including through its ability to designate up to two directors on our Board of Directors.
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In addition, the Company is required to maintain an Asset Coverage Ratio (as defined in the H.I.G.
−Removed: Investment Agreement) of at least 2.0x (the “Minimum Asset Coverage Ratio”), calculated on a quarterly basis, which increases to 2.5x in August of 2023.
+Added: Investment Agreement) of at least 2.0x, calculated on a quarterly basis, which increased to 2.5x in August of 2023 (the “Minimum Asset Coverage Ratio”).
+Added: The first measurement date of the 2.5x Minimum Asset Coverage Ratio was September 30, 2023.
Additionally, the H.I.G.
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Investment Agreement) for certain periods that ranges from $65.0 million to $125.0 million.
−Removed: As of June 30, 2023, we were in compliance with the Minimum Asset
−Removed: Coverage Ratio and Minimum Liquidity Amount requirements included in the H.I.G.
−Removed: Investment Agreement.
−Removed: However, based on the current projection of our financial performance, we anticipate that we will not meet the increased Minimum Asset Coverage Ratio of 2.5x as of the initial compliance date at the end of the third quarter of 2023.
−Removed: In the event of a default, the H.I.G.
−Removed: Investment Agreement entitles H.I.G.
−Removed: to additional rights including, under certain circumstances, the right to nominate one additional member to our Board of Directors, the right to approve the Company’s annual budget, the right to approve hiring or termination of certain key executives and the right to approve certain indebtedness.
+Added: As of September 30, 2023, we were in compliance with the Minimum Liquidity Amount.
+Added: However, we did not meet the Minimum Asset Coverage Ratio as of September 30, 2023.
+Added: Failure to maintain the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount as of the date or the time period required by the H.I.G.
+Added: Investment Agreement, for as long as H.I.G.
+Added: continues to own at least 30% of the Series A Preferred Stock originally issued to it in the private placement, entitles H.I.G., subject to conditions and restrictions specified therein, to additional rights, including the right to nominate one additional member to our Board of Directors, the right to approve our annual budget, the right to approve hiring or termination of certain key executives and the right to approve the incurrence of certain indebtedness.
The interests of any director designated by H.I.G.
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Our bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders or employees.
−Removed: Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, stockholders, officers or other employees to us or our
−Removed: stockholders, (3) any action arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws or (4) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware), except for any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction.
+Added: Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, stockholders, officers or other employees to us or our stockholders, (3) any action arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws or (4) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware), except for any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction.
This provision would not apply to any action brought to enforce a duty or liability created by the Exchange Act and the rules and regulations thereunder.
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Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents have been challenged in legal proceedings, and it is possible that a court of law could rule that these types of provisions are inapplicable or unenforceable if they are challenged in a proceeding or otherwise.
−Removed: If a court were to find either exclusive forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur significant additional costs associated with resolving such action in other jurisdictions, all of which could harm our results of operations.
+Added: were to find either exclusive forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur significant additional costs associated with resolving such action in other jurisdictions, all of which could harm our results of operations.
General Risk Factors
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Customer and consumer demand for health insurance plans may be impacted by weak economic conditions, recession, market volatility or other negative economic factors in the United States or other nations.
−Removed: For example, in 2022, the United States experienced significantly heightened inflationary pressures which we expect to continue into 2023.
+Added: For example, in 2022, the United States experienced significantly heightened inflationary pressures which continued into 2023.
Some of our members may delay signing up for an insurance plan or opt into a plan with lower insurance premiums as a result of such negative economic factors, and we may also experience potential delays in customer premium payments or an increase in plan termination rates, any of which could harm our business.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.