eHealth, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to the Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 73 Consolidated Balance Sheets 75 Consolidated Statements of Comprehensive Income ( Loss ) 76 Consolidated Statements of Stockholders’ Equity 77 Consolidated Statements of Cash Flows 78 Notes to Consolidated Financial Statements 79 72 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of eHealth, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of eHealth, Inc. (the Company) as of December 31, 2024, and 2023, the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 73 Table of Contents Revenue recognition: Estimated constrained lifetime value of commission revenue Description of the Matter The Company recognized commission revenue of approximately $461.6 million in 2024 and related commissions receivable were approximately $1,000 million at December 31, 2024. As described in Notes 1 and 2 to its consolidated financial statements, the Company’s commission revenue is recognized as the amount of the total estimated lifetime value (“LTV”) of the commissions expected to be received when a member obtains a plan through the Company and is approved by a carrier. Auditing management’s determination of the LTV of commission revenue was especially complex and highly judgmental due to the complexity of the models used and the subjectivity required by the Company to estimate the amount and timing of future cash flows, calculate the amount of commission revenue that is probable of not being reversed, and determine the timing and amount of any adjustment revenue that results from changes in the estimates of previously recorded LTV. The Company utilizes statistical tools and methodologies to estimate member attrition, which is a key driver when estimating the amount and timing of future cash flows and can be particularly volatile during the first several years. To determine the initial constraint to be applied to LTV, the Company evaluates the difference between prior estimates of LTV and actual cash received and applies judgment to determine the constraint to apply. For the ongoing evaluation of the constraint, the Company also analyzes whether circumstances have changed and considers any known or potential modifications to the inputs into LTV and the factors that can impact the amount of cash expected to be collected in future periods such as commission rates, carrier mix, estimated average plan duration, changes in laws and regulations, and cancellations of insurance plans offered by health insurance carriers with which the Company has a relationship. The Company also compares actual versus expected cash collections of previously recorded LTV and assesses qualitative and quantitative factors to determine whether adjustment revenue should be recognized and, if so, the amount and timing of such. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to estimate the amount and timing of future cash flows and LTV. These processes and controls include those covering the models and methods used to calculate LTV, the use of management judgment to determine the constraint applied to LTV, management’s evaluation of any required adjustments to previously recorded LTV estimates, and the completeness and accuracy of the data used in such estimates and calculations. Our audit procedures also included, among others, evaluating the methodologies used and significant assumptions discussed above, and testing the completeness and accuracy of the underlying data used by the Company. We involved our valuation specialists to assist in our testing of the estimated average plan duration, which includes member attrition assumptions, including performing certain corroborative calculations. We inspected and compared the results of the Company’s retrospective review analysis of historical estimates for certain plan effective years to historical cash collection experience, including reperforming the calculations and validating the completeness and accuracy of the underlying data used. In addition, we performed inquiries of key personnel regarding their evaluation of changes to LTV, the adjustments made to the constraint for current and expected future economic conditions, and any decisions on the timing and amount of adjustment revenue recognized. We also reviewed analyst reports, press releases, and other relevant third-party and/or industry trends data for contrary evidence including competitor data. /s/ Ernst & Young LLP We have served as the Company's auditor since 2000. San Francisco, California February 27, 2025 74 Table of Contents EHEALTH, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) December 31, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 39,197 $ 115,722 Short-term marketable securities 43,043 5,930 Accounts receivable 16,807 3,993 Contract assets – commissions receivable – current 242,467 244,663 Prepaid expenses and other current assets 12,961 12,044 Total current assets 354,475 382,352 Contract assets – commissions receivable – non-current 757,523 673,514 Property and equipment, net 4,437 4,864 Operating lease right-of-use assets 12,081 22,767 Restricted cash 3,090 3,090 Other assets 23,819 26,758 Total assets $ 1,155,425 $ 1,113,345 Liabilities, convertible preferred stock and stockholders’ equity Current liabilities: Accounts payable $ 23,448 $ 7,197 Accrued compensation and benefits 43,888 40,800 Accrued marketing expenses 16,612 20,340 Lease liabilities – current 7,732 7,070 Other current liabilities 4,331 3,131 Total current liabilities 96,011 78,538 Long-term debt 68,458 67,754 Deferred income taxes – non-current 38,870 29,687 Lease liabilities – non-current 20,731 28,333 Other non-current liabilities 5,418 4,949 Total liabilities 229,488 209,261 Commitments and contingencies (Note 8) Convertible preferred stock, par value $ 0.001 per share; 2,250 issued and outstanding as of December 31, 2024 and 2023 337,509 298,053 Stockholders’ equity: Preferred stock, par value $ 0.001 per share, other than convertible preferred stock; 7,750 authorized; none issued and outstanding as of December 31, 2024 and 2023 — — Common stock, par value $ 0.001 per share; 100,000 authorized; 43,225 and 41,457 issued as of December 31, 2024 and 2023, respectively; 29,846 and 28,629 outstanding as of December 31, 2024 and 2023, respectively 43 41 Additional paid-in capital 773,371 798,786 Treasury stock, at cost: 13,379 and 12,828 shares as of December 31, 2024 and 2023, respectively ( 199,998 ) ( 199,998 ) Retained earnings 15,246 7,284 Accumulated other comprehensive loss ( 234 ) ( 82 ) Total stockholders’ equity 588,428 606,031 Total liabilities, convertible preferred stock and stockholders’ equity $ 1,155,425 $ 1,113,345 The accompanying notes are an integral part of these consolidated financial statements. 75 Table of Contents EHEALTH, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands, except per share amounts) Year Ended December 31, 2024 2023 Revenue Commission $ 461,647 $ 403,924 Other 70,763 48,947 Total revenue 532,410 452,871 Operating costs and expenses Cost of revenue 1,794 1,771 Marketing and advertising 190,837 172,640 Customer care and enrollment 163,448 149,562 Technology and content 53,520 58,609 General and administrative 89,765 99,363 Impairment, restructuring and other charges 9,475 — Total operating costs and expenses 508,839 481,945 Income (loss) from operations 23,571 ( 29,074 ) Interest expense ( 11,159 ) ( 10,974 ) Other income, net 6,900 9,453 Income (loss) before income taxes 19,312 ( 30,595 ) Provision for (benefit from) income taxes 9,255 ( 2,381 ) Net income (loss) 10,057 ( 28,214 ) Preferred stock dividends ( 22,249 ) ( 20,965 ) Change in preferred stock redemption value ( 22,768 ) ( 17,336 ) Net loss attributable to common stockholders $ ( 34,960 ) $ ( 66,515 ) Net loss per share attributable to common stockholders: Basic and diluted $ ( 1.19 ) $ ( 2.37 ) Weighted-average number of shares used in per share amounts: Basic and diluted 29,335 28,016 Comprehensive income (loss): Net income (loss) $ 10,057 $ ( 28,214 ) Unrealized holding gain on available for sale debt securities, net of tax 55 10 Foreign currency translation adjustments ( 207 ) ( 19 ) Comprehensive income (loss) $ 9,905 $ ( 28,223 ) The accompanying notes are an integral part of these consolidated financial statements. 76 Table of Contents EHEALTH, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Shares Amount Shares Amount Balance as of December 31, 2022 39,977 $ 40 $ 777,187 12,415 $ ( 199,998 ) $ 73,799 $ ( 73 ) $ 650,955 Issuance of common stock in connection with equity incentive plans 1,338 1 — — — — — 1 Repurchase of shares to satisfy employee tax withholding obligations — — ( 3,331 ) 413 — — — ( 3,331 ) Dividends and accretion related to convertible preferred stock — — — — — ( 38,301 ) — ( 38,301 ) Issuance of common stock for employee stock purchase program 142 — 677 — — — — 677 Stock-based compensation — — 24,253 — — — — 24,253 Other comprehensive loss, net of tax — — — — — — ( 9 ) ( 9 ) Net loss — — — — — ( 28,214 ) — ( 28,214 ) Balance as of December 31, 2023 41,457 $ 41 $ 798,786 12,828 $ ( 199,998 ) $ 7,284 $ ( 82 ) $ 606,031 Issuance of common stock in connection with equity incentive plans 1,687 2 — — — — — 2 Repurchase of shares to satisfy employee tax withholding obligations — — ( 3,415 ) 551 — — — ( 3,415 ) Dividends and accretion related to convertible preferred stock — — ( 42,922 ) — — ( 2,095 ) — ( 45,017 ) Issuance of common stock for employee stock purchase program 81 — 354 — — — — 354 Stock-based compensation — — 20,568 — — — — 20,568 Other comprehensive loss, net of tax — — — — — — ( 152 ) ( 152 ) Net income — — — — — 10,057 — 10,057 Balance as of December 31, 2024 43,225 $ 43 $ 773,371 13,379 $ ( 199,998 ) $ 15,246 $ ( 234 ) $ 588,428 The accompanying notes are an integral part of these consolidated financial statements. 77 Table of Contents EHEALTH, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2024 2023 Operating activities: Net income (loss) $ 10,057 $ ( 28,214 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 1,983 2,540 Amortization of internally developed software 14,355 17,376 Stock-based compensation expense 19,881 23,213 Deferred income taxes 9,183 ( 2,672 ) Impairment charges 7,479 — Other non-cash items 429 701 Changes in operating assets and liabilities: Accounts receivable ( 12,814 ) ( 1,361 ) Contract assets – commissions receivable ( 81,917 ) ( 33,594 ) Prepaid expenses and other assets ( 4,206 ) ( 1,948 ) Accounts payable 16,173 487 Accrued compensation and benefits 3,087 20,110 Accrued marketing expenses ( 3,728 ) ( 3,430 ) Deferred revenue 1,411 1,278 Accrued expenses and other liabilities 261 ( 1,178 ) Net cash used in operating activities ( 18,366 ) ( 6,692 ) Investing activities: Capitalized internal-use software and website development costs ( 10,762 ) ( 8,693 ) Purchases of property and equipment and other assets ( 2,094 ) ( 2,086 ) Purchases of marketable securities ( 96,985 ) ( 54,514 ) Proceeds from redemption and maturities of marketable securities 61,420 49,400 Net cash used in investing activities ( 48,421 ) ( 15,893 ) Financing activities: Payment of debt issuance costs ( 1,050 ) — Net proceeds from exercise of common stock options and employee stock purchases 354 677 Repurchase of shares to satisfy employee tax withholding obligations ( 3,413 ) ( 3,330 ) Principal payments in connection with leases ( 4 ) ( 38 ) Payments of preferred stock dividends ( 5,561 ) ( 3,533 ) Net cash used in financing activities ( 9,674 ) ( 6,224 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 64 ) ( 19 ) Net decrease in cash, cash equivalents and restricted cash ( 76,525 ) ( 28,828 ) Cash, cash equivalents and restricted cash at beginning of period 118,812 147,640 Cash, cash equivalents and restricted cash at end of period $ 42,287 $ 118,812 Supplemental disclosure of cash flows Cash paid for interest $ 9,232 $ 9,054 Cash payments for income taxes, net $ ( 441 ) $ ( 327 ) The accompanying notes are an integral part of these consolidated financial statements. 78 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Summary of Business and Significant Accounting Policies Description of Business – eHealth, Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, “eHealth”) is a leading private health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to expertly guide consumers through their health insurance enrollment and related options, when, where and how they prefer. Our platform leverages technology to solve a critical problem in a large and growing market by aiding consumers in what has traditionally been a complex, confusing, and opaque health insurance purchasing process. Our omnichannel consumer engagement platform differentiates our offering from competitors and enables consumers to use our services online, by telephone with a licensed insurance agent, or benefit advisor, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities. We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, family, small business and other ancillary health insurance products from over 180 health insurance carriers nationwide. Our plan recommendation tool curates this broad plan selection by analyzing consumer health-related information against plan data for insurance coverage fit. This tool is supported by a unified data platform and is available to our ecommerce consumers and our benefit advisors. We strive to be the most trusted, unbiased, transparent partner to consumers in their journeys through the health insurance market. Unless otherwise specified or required by the context, references in this Annual Report on Form 10-K to “eHealth,” “the Company,” “we,” “us” or “our” mean eHealth, Inc. and its consolidated direct and indirect wholly owned subsidiaries. Basis of Presentation – Our consolidated financial statements include the accounts of eHealth, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform with our current period presentation. Beginning in the first quarter of 2024, primarily as a result of vacating excess office space, we modified our methodology used in allocatin g our facilities-r elated expenses to marketing and advertising, customer care and enrollment and technology and content. As a result, these costs are now reported within the “General and administrative” line in our Consolidated Statements of Comprehensive Income (Loss). We have recast the Consolidated Statements of Comprehensive Income (Loss) for the prior periods presented to conform to our current methodology. This resulted in a classification change of expenses from marketing and advertising, customer care and enrollment and technology and content into general and administrative. There was no impact to total operating costs and expenses, income (loss) from operations, net income (loss) or net loss per share attributable to common stockholders on our Consolidated Statements of Comprehensive Income (Loss). Estimates and Judgments – The preparation of 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 consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the fair value of investments, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, uncertain tax positions 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. Cash and Cash Equivalents – Our cash and cash equivalents were held in cash depository accounts with major financial institutions or invested in high quality, short-term liquid investments having original maturities of 90 days or less from the date of purchase. Cash and cash equivalents are stated at fair value. Our restricted cash balances are not material and are primarily used to collateralize letters of credit related to certain lease commitments. 79 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Property and Equipment – Property and equipment are stated at cost, less accumulated depreciation and amortization. Finance lease amortization expenses are included in depreciation expense in our Consolidated Statements of Comprehensive Income (Loss). Maintenance and minor replacements are expensed as incurred. Depreciation and amortization expenses are computed using the straight-line method based on estimated useful lives as follows: Computer equipment and software 3 to 5 years Office equipment and furniture 5 years Leasehold improvements* 5 to 10 years _______ * Lesser of useful life or related lease term See Note 3 – Supplemental Financial Statement Information for additional information regarding our property and equipment. Leases – We account for leases in accordance with Accounting Standards Codification (“ASC”) 842, Leases. We determine if an arrangement is a lease at inception. Our lease portfolio is primarily composed of operating leases for corporate offices and are included in operating lease right-of-use (“ROU”) assets and lease liabilities on our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made to the lessor at or before the commencement date and initial direct costs incurred by us and excludes lease incentives received from the lessor. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. As the Company's leases generally do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date. In determining the present value of lease payments, we utilize the assistance of third-party specialists to assist us in determining our yield curve based upon our credit rating, lease term and adjustment for security. Intangible Assets – Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate a potential reduction in their fair values below their respective carrying amounts. We must make subjective judgments regarding the remaining useful lives of assets with finite useful lives. When we determine that the useful life of an asset is shorter than we had originally estimated, we accelerate the rate of amortization over the assets’ new, remaining useful life. Intangible assets with finite useful lives, which include purchased technology, pharmacy and customer relationships, trade names, and certain trademarks, are amortized over their estimated useful lives. See Note 3 – Supplemental Financial Statement Information for additional information regarding our intangible assets. Other Long-Lived Assets – We evaluate other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Revenue Recognition – We account for revenue under ASC 606, Revenue from Contracts with Customers . Our revenue consists of commission revenue and other revenue. The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, we recognize revenue for our services through the application of the following steps: • Identification of the contract, or contracts, with a customer. • Identification of the performance obligations in the contract. 80 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract. • Recognition of revenue when, or as, we satisfy a performance obligation. Commission Revenue. Our commission revenue results from approval of a submitted application from health insurance carriers, which we define as our customers under ASC 606. Our commission revenue is primarily comprised of commission payments from health insurance carriers and is computed using the estimated constrained lifetime value (“LTV”) of commission payments that we expect to receive. We estimate commission revenue for each insurance product by using a portfolio approach to a group of approved members by plan type and the effective month of the relevant plan, which we refer to as “cohorts.” We recognize revenue for plans approved during the period by applying the latest estimated constrained LTV for that product. We recognize adjustment revenue for plans approved in prior periods when changes in assumptions for constrained LTV calculations are made and when there is sufficient evidence demonstrating a trend that is different from the estimated constrained LTV at the time of approval resulting in a change in estimate to expected cash collections. Net adjustment revenue consists of increases in revenue for certain prior period cohorts as well as reductions in revenue for certain prior period cohorts. We recognize positive adjustments to revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. We assess the risk of significant revenue reversal based on statistical and qualitative analysis given historical information and current market conditions. Our commission revenue for each product line is based on a number of assumptions, which include, but are not limited to, estimating conversion of an approved member to a paying member, forecasting average plan duration and forecasting the commission amounts likely to be received per member. These assumptions are based on our analysis of historical trends for the different cohorts and incorporate management’s judgment in interpreting those trends and applying the constraints discussed below. For our Medicare commission revenue, which represented 93 % and 89 % of our total commission revenue for the years ended December 31, 2024 and 2023, respectively, the estimated average plan duration, which is the average length of time paying members are active on their plans, used to calculate Medicare health insurance plan LTVs has been approximately 2 to 3 years for Medicare Advantage plans and approximately 4 to 5 years for both Medicare Supplement and Medicare Part D prescription drug plans. While the average plan duration has been approximately 2 to 3 years for Medicare Advantage plans, certain members can have a duration of up to approximately 15 years. The estimated average plan duration used to calculate the LTV for major medical individual and family health insurance plans has been approximately 1.5 to 2 years. For short term health insurance plan LTVs, the estimated average plan duration has been approximately six months . For all other ancillary health insurance plan LTVs, the estimated average plan duration has historically varied from 1 to 6 years. Constraints are applied to LTV for revenue recognition purposes to help ensure that the total estimated lifetime commissions expected to be collected for an approved member’s plan are recognized as revenue only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with future commissions receivable is subsequently resolved. Significant judgment can be involved in determining the constraint. To determine the constraints to be applied to LTV, we compare cash collection patterns to our assumptions and analyze the drivers for variations. We then apply judgment in assessing whether the variation between historical cash collections and LTV is representative of variations that can be expected in future periods. We also analyze whether circumstances have changed and consider any known or potential modifications to the inputs into LTV in light of the factors that can impact the amount of cash expected to be collected in future periods, including but not limited to contracted commission rates, carrier mix, plan duration, cancellations of insurance plans offered by health insurance carriers with which we have a relationship, changes in laws and regulations, and changes in the economic environment. We evaluate the appropriateness of our constraints on an annual basis, at least, and update our assumptions when we observe a sufficient amount of evidence that would suggest that the long-term expectation underlying the assumptions has changed. We re-compute LTVs for all outstanding cohorts on a quarterly basis. We continually review and monitor changes in the data used to estimate LTV and compare the cash received for each cohort to our original estimates at the time of approval. The fluctuations of cash received for each cohort as compared to our estimates and the fluctuations in LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period 81 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS cohorts. We analyze these fluctuations and, to the extent we see changes in our estimates of the cash commission collections that we believe are indicative of an increase or decrease to prior period LTVs, we adjust revenue for the affected cohorts at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. As we accumulate more historical data, we continue to enhance our LTV estimation models using statistical tools to increase the accuracy of LTV estimates with an emphasis on improving member attrition forecasting. The enhancements to the LTV estimation model provide greater statistical certainty on expected cash collections, particularly for earlier period cohorts where there is more historical data available. Changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or decrease to contract assets – commissions receivable. In the first effective plan year of a Medicare Advantage and Medicare Part D prescription drug plan, for which we are the broker of record, we receive a fixed, annual commission payment from health insurance carriers generally after the plan is approved by the carrier and becomes effective. We also receive a fixed commission that is prorated for the remaining number of months in the calendar year, if applicable. Additionally, if the plan is the first Medicare Advantage or Medicare Part D prescription drug plan issued to the member, either because the beneficiary just became eligible or has previously been covered through Original Medicare, we may receive a higher commission rate that covers a full 12-month period, regardless of the plan’s effective month. Beginning with the second plan year and for as long as the member remains on that plan, we typically receive fixed, monthly commissions for Medicare Advantage and Medicare Part D prescription drug plans, continuing until either the plan is cancelled or we are no longer the broker of record. For individual and family, Medicare Supplement, small business and ancillary plans, our commissions generally represent a flat amount per member per month or a percentage of the premium amount collected by the carrier while the member maintains coverage. Premium-based commissions are reported to us after the health insurance carrier collects premiums, generally every month. We continue to receive commissions from the relevant health insurance carrier until the health insurance plan is cancelled or we are no longer the broker of record. We provide annual services in selling and renewing small business health insurance plans; therefore, we recognize small business health insurance plan commission revenue at the time the plan is approved by the carrier, and when it renews each year thereafter, equal to the estimated commissions we expect to collect from the plan over the following 12 months. For our Medicare segment, our commissions may also include certain bonus payments, which are generally based on attaining predetermined target sales levels or other objectives set by the health insurance carriers. See Note 2 – Revenue for additional information regarding our commission revenue. Other Revenue. Our non-Medicare plan related sponsorship and advertising program allows carriers to purchase advertising space in specific markets in a sponsorship area on our website. In return, we are typically paid a fee, which is recognized over the period that advertising is displayed, and often a performance fee based on metrics such as submitted health insurance applications, which is recognized when the service has been performed. We also offer our Medicare advertising program, where we may engage in other activities including marketing. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue ratably over the service period as service is performed. In our non-broker of record arrangements, we facilitate beneficiary enrollment in Medicare-related health insurance plans with health insurance carriers without becoming the broker of record. Under these arrangements, we receive one-time fees determined by contract terms. Our services are complete once the submitted application is approved by the relevant health insurance carrier. Accordingly, we recognize fee income based upon the fee we expect to receive for selling the plan after the carrier approves an application. In certain arrangements where we work as captive agents for specific health insurance carriers, we recognize revenue for customer care and enrollment (“CC&E”) and marketing fees paid to us by the health insurance carriers in the period the services are performed. 82 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We also generate revenue from agreements with carriers to perform post enrollment services for members in Medicare-related health insurance plans. We typically are paid a fixed fee upon completion of the specific service and the revenue is recognized in the period the service was completed. We may generate revenue from our commercial technology licensing, which allows carriers the use of our ecommerce platform to offer their own health insurance policies on their websites and agents to utilize our technology to power their online quoting, content and application submission processes. Typically, we are paid a one-time implementation fee, which we recognize on a straight-line basis until the implementation is complete, and a performance fee based on metrics such as submitted health insurance applications. The performance fees are based on performance criteria. In instances where the performance criteria data is tracked by us, we recognize revenue in the period of performance and when all other revenue recognition criteria has been met. In instances where the performance criteria data is tracked by the third party, we recognize revenue when reversal of such amounts is probable to not occur. Incremental Costs to Obtain a Contract. Our sales compensation plans, which are directed at converting leads into approved members, represent fulfillment costs and not costs to obtain a contract with a customer. Additionally, we reviewed compensation plans related to personnel responsible for identifying new health insurance carriers and entering into contracts with new health insurance carriers and concluded that no incremental costs are incurred to obtain such contracts. Therefore, costs related these compensation plans are expensed as incurred. Deferred Revenue – Deferred revenue includes deferred fees and amounts collected from advertising, sponsorship or technology licensing customers in advance of our performing our service for such customers. It also includes the amount by which both unbilled and billed services provided under our technology licensing arrangements exceed the revenue recognized to date. Cost of Revenue – Included in cost of revenue are payments related to health insurance plans sold to members who were referred to our website by marketing partners with whom we have revenue-sharing arrangements. In order to enter into a revenue-sharing arrangement, marketing partners must be licensed to sell health insurance in the state where the policy is sold. Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized. Marketing and Advertising Expenses – Marketing and advertising expenses consist primarily of member acquisition expenses associated with our direct marketing and marketing partner channels, in addition to compensation and other expenses related to marketing, business development, partner management, public relations and carrier relations personnel who support our offerings. Our direct channel expenses may consist of costs for direct mail, email marketing, paid keyword search advertising on search engines and paid social platforms, search engine optimization and television and radio advertising. We recognize direct marketing expenses in our direct member acquisition channel in the period in which they are incurred, including in the period in which the consumer clicks on the advertisement for direct online channels. Our marketing partner channel expenses primarily consist of fees paid to marketing partners with which we have a relationship. Advertising costs for our marketing partner channel are expensed as incurred. Advertising costs incurred in the years ended December 31, 2024 and 2023 totaled $ 164.2 million and $ 148.7 million, respectively. Research and Development Expenses – Research and development expenses consist primarily of compensation and related expenses incurred for employees on our engineering and technical teams, which are expensed as incurred. Research and development costs, which totaled $ 12.4 million and $ 13.7 million for the years ended December 31, 2024 and 2023, respectively, are primarily included in the “Technology and content” line in the accompanying Consolidated Statements of Comprehensive Income (Loss). Internal-Use Software and Website Development Costs – We capitalize costs of materials, consultants and compensation and benefits costs of employees who devote time to the development of internal-use software and websites during the application development stage. The amortization expenses of these assets are recorded in the “Technology and content” line in the accompanying Consolidated Statements of Comprehensive Income (Loss). Our judgment is required in determining the point at which various projects enter the phases where costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives 83 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS over which the costs are amortized, which is generally 3 years. For the years ended December 31, 2024 and 2023, we capitalized internal-use software and website development costs of $ 11.5 million and $ 9.7 million, respectively, and recorded amortization expense of $ 14.4 million and $ 17.4 million, respectively. Capitalized internal-use software and website development costs are included in other assets on our Consolidated Balance Sheets and were $ 20.7 million and $ 23.6 million as of December 31, 2024 and 2023, respectively. See Note 5 - Equity for the amount of stock-based compensation capitalized for internal-use software. Stock-Based Compensation – We grant stock-based awards to officers, certain other employees of the Company and outside directors. The stock-based awards have consisted of stock options, restricted stock units and performance-based stock units. We treat service-based awards with graded vesting as a single award. We recognize stock-based compensation expense ratably based on the fair value of our stock-based awards over their respective requisite service periods, typically the vesting period, which is generally three to four years for service-based awards for employees and one year for outside directors or the one-year anniversary of achieving performance criteria for performance-based awards. Stock-based compensation expense is recognized net of estimated forfeitures. Stock Options . Our stock options have consisted of service, performance and market-based awards and have exercise prices equal to the market price of the underlying common shares on the date of grant and a term of seven years . The estimated grant date fair value of our stock options is estimated using the Black-Scholes option-pricing model and a single option award approach. The weighted-average expected term for stock options granted is calculated using historical option exercise behavior. The dividend yield is determined by dividing the expected per share dividend during the coming year by the grant date stock price. Through December 31, 2024, we had not declared or paid any cash dividends to common stockholders. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of our stock options. Expected volatility is determined using a combination of the implied volatility of publicly traded options in our stock and historical volatility of our stock price. Restricted and Performance-Based Stock Units. Our restricted stock units consist of service-based award. Our performance-based stock units are subject to certain performance metrics, which may be market-based or non-market-based financial metrics. Our market-based performance stock units are contingent upon the attainment of certain stock prices generally over a four-year performance period. Our non-market-based performance metrics are contingent upon attainment of certain financial performance metrics generally over a one or two -year performance period. Performance-based stock units vest on the one-year anniversary of the date of achievement, subject to the employee’s continued service through the vesting date. Each restricted and performance-based stock unit represents a contingent right to receive a share of our common stock upon predetermined criteria. The fair value for restricted and non-market-based performance stock units is estimated on the date of grant based on the current market price of our common shares. The grant date fair value of market-based performance stock awards is determined using the Monte-Carlo simulation model and requires the input of subjective assumptions. The weighted-average expected term is based on the likelihood of achievement using historical behavior. The dividend yield is based on our dividend payment history and expectation of future dividend payments. Through December 31, 2024, we had not declared or paid any cash dividends to common stockholders. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the length of the remaining performance period. Expected volatility is determined using a combination of the implied volatility of publicly traded options in our stock and historical volatility of our stock price. Based on the extent to which metrics are achieved, vested units may range from zero and 200 % of the target number of performance-based stock units. For performance-based stock units that do not contain a market condition, the total amount of compensation expense recognized reflects management’s assessment of the probability that performance goals will be achieved. A cumulative adjustment is recognized to compensation expense in the current period to reflect any changes in the probability of achievement of performance goals. The estimated attainment of performance-based awards is also subject to continued service through the vesting date and ultimately are subject to the discretion of the Company’s compensation committee. The assumptions used in calculating the fair value of stock-based payment awards and expected attainment of performance-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management 84 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS judgment. We will continue to use judgment in evaluating the expected term and volatility related to our own stock-based awards on a prospective basis and incorporating these factors into the model. Changes in key assumptions could significantly impact the valuation of such instruments. Forfeiture Rate . We estimate a forfeiture rate to calculate the stock-based compensation for all of our awards. We evaluate the appropriateness of the forfeiture rate based on historical forfeiture, analysis of employee turnover, and other factors. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Earnings (Loss) Per Share – Our Series A Preferred Stock is considered a participating security which requires the use of the 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. 401(k) Plan – Our Board of Directors adopted a defined contribution retirement plan (“401(k) Plan”) in 1998, which qualifies under Section 401(k) of the Internal Revenue Code of 1986. Participation in the 401(k) Plan is available to substantially all employees in the United States. Employees may contribute up to 85 % of their salary, subject to applicable annual Internal Revenue Code limits and are permitted to make both pre-tax and after-tax contributions. Employee contributions are fully vested when contributed. We contribute a maximum of 100 % of the first 3 % of compensation a participant contributes to the 401(k) Plan, which vests immediately. Our matching contributions to the 401(k) Plan are discretionary and are expensed as incurred. We recognized expense of $ 4.2 million and $ 3.6 million for the years ended December 31, 2024 and 2023, respectively, related to 401(k) matching contributions. Income Taxes – We account for income taxes using the liability method. Deferred income taxes are determined based on the differences between the financial reporting and tax bases of assets and liabilities, using enacted statutory tax rates in effect for the year in which the differences are expected to reverse. We utilize a two-step approach for evaluating uncertain tax positions. Step one, Recognition , requires a company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, Measurement , is based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement. We record interest and penalties related to uncertain tax positions as income tax expense in the consolidated financial statements. 85 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recently Adopted Accounting Pronouncements Segment Reporting (Topic 280) — In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of a segment’s profit or loss. ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024 and adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements with early adoption permitted. We have adopted ASU 2023-07 retrospectively in our consolidated financial statements and related disclosures. See Note 9 - Segment and Geographic Information for additional information . Recently Issued Accounting Pronouncements Not Yet Adopted Income Taxes (Topic 740) — In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which will require public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as additional disclosure on income taxes paid. The ASU is effective on a prospective basis for fiscal years beginning after December 15, 2024 for public entities and early adoption is permitted. We are currently evaluating the impact of adopting of this ASU on our consolidated financial statements and related disclosures. Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) — In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This ASU will require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion) included in certain expense captions presented on the face of the income statement. The ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The ASU may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements and early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures. 86 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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): Year Ended December 31, 2024 2023 Medicare Medicare Advantage $ 394,942 $ 335,849 Medicare Supplement 19,634 13,825 Medicare Part D 12,773 11,180 Total Medicare 427,349 360,854 Individual and Family (1) Non-Qualified Health Plans 3,640 10,640 Qualified Health Plans 4,762 6,020 Total Individual and Family 8,402 16,660 Ancillary Short-term 2,317 3,319 Dental 3,514 3,151 Vision 2,062 1,627 Other 2,894 2,657 Total Ancillary 10,787 10,754 Small Business 11,545 17,669 Commission Bonus and Other 3,564 ( 2,013 ) Total Commission Revenue 461,647 403,924 Other Revenue Sponsorship and Advertising Revenue 45,481 38,743 Fee-based and Other Revenue 25,282 10,204 Total Other Revenue 70,763 48,947 Total Revenue $ 532,410 $ 452,871 _______ (1) We define our individual and family plan offerings as major medical individual and family health insurance plans, which do 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 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 do not meet the requirements of the Affordable Care Act and are not offered through the government-run health insurance 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. Commission Revenue Since the adoption of ASC 606, we have evaluated changes in estimated cash collections and compare these to the initial estimates of LTV at the time of approval. We record adjustment revenue in the period when the risk of significant reversal is not probable and continue to enhance our LTV estimation models to improve the accuracy and to reduce the fluctuations of our LTV estimates. 87 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Commission revenue by segment is presented in the table below (in thousands): Year Ended December 31, 2024 2023 Medicare Commission revenue from members approved during the period $ 412,887 $ 326,087 Net commission revenue from members approved in prior periods (1) 18,678 33,544 Total Medicare segment commission revenue $ 431,565 $ 359,631 Employer and Individual Commission revenue from members approved during the period $ 16,463 $ 19,789 Commission revenue from renewals of small business members during the period 9,562 9,973 Net commission revenue from members approved in prior periods (1) 4,057 14,531 Total Employer and Individual segment commission revenue $ 30,082 $ 44,293 Total commission revenue from members approved during the period $ 429,350 $ 345,876 Commission revenue from renewals of small business members during the period 9,562 9,973 Total net commission revenue from members approved in prior periods (1)(2) 22,735 48,075 Total commission revenue $ 461,647 $ 403,924 _______ (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 commission revenue from members approved in prior periods, or the net adjustment revenue includes both increases as well as reductions in revenue for certain prior period cohorts. (2) The after-tax impact of total net commission revenue from members approved in prior periods for the years ended December 31, 2024 and 2023 was $ 0.59 and $ 1.30 per basic and diluted share, respectively. The total reductions to revenue from members approved in prior periods were $ 5.3 million and $ 4.3 million for the years ended December 31, 2024 and 2023, respectively. These reductions to revenue primarily relate to the Medicare segment. LTV Estimation Model During 2024, we observed increases in new paying members, stronger constraint release and commission rate increases for our Medicare segment. Based on our evaluation of the updated LTV models and improved retention and commission rate trends, we recorded $ 18.7 million of net adjustment revenue for the year ended December 31, 2024. In addition, we continued to observe stronger constraint release and commission retention rate increases in our LTV assessments for the majority of the earlier period cohorts of certain products in our E&I segment and as a result, we recognized $ 4.1 million of net adjustment revenue for the year ended December 31, 2024. We will continue to monitor our member retention rates as compared to our forecasts and other market factors and evaluate whether any addition or reduction of adjustment revenue shall be recorded as we continue to assess our LTV models in future periods. During 2023, we observed stronger member retention rates and commission rate increases for our Medicare segment. Based on our evaluation of the updated LTV models and retention and commission rate trends, we recorded $ 33.5 million of net adjustment revenue for the year ended December 31, 2023. In addition, we continued to observe stronger member retention rates in our LTV assessments for the majority of the earlier period cohorts of certain products in our E&I segment and as a result, we recognized $ 14.5 million of net adjustment revenue for the year ended December 31, 2023. We will continue to monitor our member retention rates as compared to our forecasts and other market factors and evaluate whether any addition or reduction of adjustment revenue shall be recorded as we continue to assess our LTV models in future periods. 88 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 3 – Supplemental Financial Statement Information Cash, Cash Equivalents and Restricted Cash Our cash, cash equivalents and restricted cash balances are summarized as follows (in thousands): December 31, 2024 December 31, 2023 Cash $ 10,927 $ 7,114 Cash equivalents 28,270 108,608 Cash and cash equivalents 39,197 115,722 Restricted cash 3,090 3,090 Total cash, cash equivalents and restricted cash $ 42,287 $ 118,812 As of December 31, 2024 and 2023, we had $ 3.1 million of restricted cash which was classified as a non-current asset on our 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 December 31, 2024. 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 commissions 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 Consolidated Statements of Comprehensive Income (Loss). There were no write-offs during the years ended December 31, 2024 and 2023. The change in the allowance for credit losses is summarized as follows (in thousands): December 31, 2024 December 31, 2023 Beginning balance $ 2,118 $ 2,398 Change in allowance 104 ( 280 ) Ending balance $ 2,222 $ 2,118 89 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Our contract assets – commissions receivable activities, net of credit loss allowances, are summarized as follows (in thousands): Year Ended December 31, 2024 Medicare Segment E&I Segment Total Beginning balance $ 847,332 $ 70,845 $ 918,177 Commission revenue from members approved during the period 412,887 16,463 429,350 Commission revenue from renewals of small business members during the period — 9,562 9,562 Net commission revenue from members approved in prior periods 18,678 4,057 22,735 Cash receipts ( 341,860 ) ( 37,870 ) ( 379,730 ) Net change in credit loss allowance ( 97 ) ( 7 ) ( 104 ) Ending balance $ 936,940 $ 63,050 $ 999,990 Year Ended December 31, 2023 Medicare Segment E&I Segment Total Beginning balance $ 817,043 $ 67,261 $ 884,304 Commission revenue from members approved during the period 326,087 19,789 345,876 Commission revenue from renewals of small business members during the period — 9,973 9,973 Net commission revenue from members approved in prior periods 33,544 14,531 48,075 Cash receipts ( 329,600 ) ( 40,731 ) ( 370,331 ) Net change in credit loss allowance 258 22 280 Ending balance $ 847,332 $ 70,845 $ 918,177 Credit Risk Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents, marketable securities, contract assets – commissions receivable and accounts receivable. We invest our cash and cash equivalents with major banks and financial institutions and, at times, such investments are in excess of federally insured limits. We also have deposits with major banks in China that are denominated in both U.S. dollars and Chinese Yuan Renminbi and are not insured by the U.S. federal government. The deposits in China were $ 5.0 million as of December 31, 2024. See Note 4 – Fair Value Measurements for additional information regarding our marketable securities. 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 – commissions receivable and accounts receivable balances are summarized as follows: December 31, 2024 December 31, 2023 Humana 28 % 27 % UnitedHealthcare (1) 27 % 26 % Aetna (1) 17 % 16 % _______ (1) Percentages include the carriers’ subsidiaries. 90 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are summarized as follows (in thousands): December 31, 2024 December 31, 2023 Prepaid software and maintenance contracts $ 5,582 $ 5,328 Prepaid expenses 2,405 1,808 Prepaid licenses 2,358 2,739 Prepaid insurance 1,296 1,436 Other current assets 1,320 733 Prepaid expenses and other current assets $ 12,961 $ 12,044 Property and Equipment, net – Our property and equipment, net are summarized as follows (in thousands): December 31, 2024 December 31, 2023 Computer equipment and software $ 9,183 $ 9,008 Office equipment and furniture 928 2,875 Leasehold improvements 3,403 4,124 Property and equipment, gross 13,514 16,007 Less: accumulated depreciation and amortization ( 9,077 ) ( 11,143 ) Property and equipment, net $ 4,437 $ 4,864 Depreciation and amortization expense related to property and equipment for the years ended December 31, 2024 and 2023 was $ 2.0 million and $ 2.5 million, respectively. During 2024, we recognized $ 0.5 million of property and equipment impairment as a result of impairment charges on certain leased office spaces in the “ Impairment, restructuring and other charges ” line in our Consolidated Statements of Comprehensive Income (Loss). See Note 11 – Impairment, Restructuring and Other Charges for further discussion on our impairment charge in 2024. Intangible Assets – As of December 31, 2024 and 2023, our intangible assets subject to amortization had a gross carrying value of $ 17.2 million and life-to-date accumulated amortization and impairment charges of $ 17.2 million. As of December 31, 2024 and 2023, our indefinite-lived intangible assets had a gross carrying value of $ 5.1 million and life-to-date impairment charges of $ 3.2 million. We had no amortization expense related to intangible assets for the years ended December 31, 2024 and 2023. 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. 91 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Our financial assets measured at fair value on a recurring basis are summarized below by their classification within the fair value hierarchy as follows (in thousands): December 31, 2024 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 15,090 $ 15,090 $ — $ — $ 15,090 Commercial paper 10,562 — 10,562 — 10,562 Government securities 2,618 — 2,618 — 2,618 Short-term marketable securities Commercial paper 17,799 — 17,799 — 17,799 Government securities 25,244 — 25,244 — 25,244 Total assets measured at fair value $ 71,313 $ 15,090 $ 56,223 $ — $ 71,313 December 31, 2023 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 11,576 $ 11,576 $ — $ — $ 11,576 Commercial paper 86,090 — 86,090 — 86,090 Government securities 10,942 — 10,942 — 10,942 Short-term marketable securities Government securities 5,930 — 5,930 — 5,930 Total assets measured at fair value $ 114,538 $ 11,576 $ 102,962 $ — $ 114,538 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 and government securities 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. There were no transfers between the hierarchy levels during either of the years ended December 31, 2024 or 2023. The following table summarizes our cash equivalents and available-for-sale debt securities by contractual maturity (in thousands): As of December 31, 2024 As of December 31, 2023 Amortized Cost Fair Value Amortized Cost Fair Value Due in 1 year $ 71,297 $ 71,313 $ 114,577 $ 114,538 92 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unrealized gains and losses on available-for-sale debt securities that are not credit related are included in accumulated other comprehensive loss and summarized as follows (in thousands): December 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Money market funds $ 15,090 $ — $ — $ 15,090 Commercial paper 10,565 — ( 3 ) 10,562 Government securities 2,618 — — 2,618 Short-term marketable securities Commercial paper 17,792 7 — 17,799 Government securities 25,232 12 — 25,244 Total $ 71,297 $ 19 $ ( 3 ) $ 71,313 December 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Money market funds $ 11,576 $ — $ — $ 11,576 Commercial paper 86,132 — ( 42 ) 86,090 Government securities 10,940 2 — 10,942 Short-term marketable securities Government securities 5,929 1 — 5,930 Total $ 114,577 $ 3 $ ( 42 ) $ 114,538 As of December 31, 2024 and 2023, we had 11 and 20 securities, respectively, in a net unrealized loss position that were immaterial individually and in aggregate. We did not record any credit losses regarding our available-for-sale debt securities during the year ended December 31, 2024 or 2023. 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. We recognized interest income of $ 7.2 million and $ 8.4 million for the years ended December 31, 2024 and 2023, respectively. Note 5 – Equity Common Stock – On all matters submitted to our stockholders for vote, our common stockholders are entitled to one vote per share, voting together as a single class, and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose. Subject to preferences that may apply to any shares of preferred stock outstanding, the holders of common stock are entitled to share equally in any dividends, when and if declared by our Board of Directors. Upon the occurrence of a liquidation, dissolution or winding-up, the holders of common stock are entitled to share equally in all assets remaining after the payment of any liabilities and the liquidation preferences on any outstanding preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking funds provisions applicable to the common stock. 93 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock Repurchase Programs – We had no stock repurchase activity during the years ending December 31, 2024 or 2023. As of December 31, 2024 and 2023, we had a total of 13.4 million and 12.8 million shares, respectively, held in treasury. As of December 31, 2024 and 2023, we had 2.7 million and 2.1 million shares, respectively, in treasury that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units as well as 10.7 million shares previously repurchased under our past repurchase programs. 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. 2020 Employee Share Purchase Plan – On June 12, 2024, upon approval at our annual meeting of stockholders, we adopted an amendment to the eHealth, Inc. 2020 Employee Stock Purchase Plan (“ESPP”) to increase the maximum number of shares that may be issued under the ESPP by 0.5 million shares to a total of 1.0 million shares. Employees purchased 0.1 million shares of common stock under our ESPP during the years ended December 31, 2024 and 2023. There were 0.5 million shares remaining for purchase under our ESPP as of December 31, 2024. As of December 31, 2024, there was $ 0.1 million of unrecognized compensation cost related to our employee stock purchase program, expected to be recognized over a weighted average period of 0.4 years. Equity Plans – As of December 31, 2024, we can award share-based compensation grants under the Amended and Restated 2021 Inducement Plan (the “A&R 2021 Inducement Plan”) and the 2024 Equity Incentive Plan (the “2024 Equity Plan”) (together, the “Equity Plans”). On June 12, 2024, upon approval at our annual meeting of stockholders, we adopted the 2024 Equity Plan which replaced the Amended and Restated 2014 Equity Incentive Plan (the “2014 Equity Plan”). Subject to applicable laws, we are permitted to grant awards of stock options, restricted stock units, stock appreciation rights, performance units and performance shares to eligible employees, directors and consultants of ours or any parent or subsidiary corporation of ours under the 2024 Equity Plan. We have reserved for issuance under the 2024 Equity Plan a number of shares equal to the sum of (i) 1,350,000 shares, plus (ii) up to an additional 300,000 shares reserved for issuance under the 2014 Equity Plan that (A) were reserved but not issued or (B) are subject to equity awards that later expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest. The 2024 Equity Plan does not include an evergreen provision to automatically increase the number of shares available under the plan, and any increase in the number of shares authorized for issuance under the 2024 Equity Plan requires stockholder approval. Additionally, while shares subject to awards granted under our 2024 Equity Plan which expire or become unexercisable or are forfeited to or repurchased by us due to failure to vest will return to the 2024 Equity Plan share reserve, the following shares will not return to the share reserve for future issuance: (i) shares used in connection with the exercise of an option and/or stock appreciation right to pay the exercise price or purchase price of such award or satisfy applicable tax withholding obligations; and (ii) the gross number of shares subject to stock appreciation rights that are exercised. We generally issue previously unissued common stock upon the exercise of stock options and the vesting of restricted and performance-based stock units. However, we may reissue previously acquired treasury shares to satisfy these future issuances. As of December 31, 2024, there were 5.8 million shares reserved for issuance and 2.1 million shares available for grant under the Equity Plans. 94 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock-Based Compensation Expense – The following table summarizes stock-based compensation expense recognized for the years presented below (in thousands): Year Ended December 31, 2024 2023 Restricted stock units $ 16,081 $ 19,151 Performance-based stock units 2,397 2,422 Common stock options 1,283 1,254 Employee stock purchase program 120 386 Total stock-based compensation expense $ 19,881 $ 23,213 Related tax benefit recognized $ 4,748 $ 5,488 The following table summarizes stock-based compensation expense by operating function for the years presented below (in thousands): Year Ended December 31, 2024 2023 Marketing and advertising $ 2,413 $ 2,201 Customer care and enrollment 1,845 2,287 Technology and content 3,331 4,498 General and administrative 12,292 14,227 Total stock-based compensation expense 19,881 23,213 Amount capitalized for internal-use software 687 1,040 Total stock-based compensation $ 20,568 $ 24,253 For the years ended December 31, 2024 and 2023, there was a total of $ 0.7 million and $ 1.0 million, respectively, of stock-based compensation expense capitalized in the internal-use software and website development costs classified under Other assets, which represents a noncash investing activity. Stock Options – The following table summarizes stock option activity (in thousands, except weighted-average exercise price and weighted-average remaining contractual life data): Number of Stock Options (1) Weighted Average Exercise Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (2) Outstanding as of December 31, 2023 218 $ 39.65 4.5 $ — Granted — $ — Exercised — $ — Forfeited ( 5 ) $ 18.75 Outstanding balance as of December 31, 2024 213 $ 40.15 3.6 $ — Exercisable as of December 31, 2024 94 $ 39.04 3.3 $ — _______ (1) Includes certain stock options with service, performance-based or market-based vesting criteria. (2) The aggregate intrinsic value is calculated as the product between eHealth’s closing stock price as of December 31, 2024 and 2023 and the exercise price of in-the-money options as of those dates. 95 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS There were no options granted or exercised during the years ended December 31, 2024 and 2023. As of December 31, 2024, there was $ 0.4 million of total unamortized compensation cost, net of estimated forfeitures, related to stock options, expected to be recognized over a weighted average period of 0.4 years. Restricted Stock Units – The following table summarizes restricted stock unit activity (in thousands, except weighted-average grant date fair value and weighted-average remaining service period data): Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Weighted-Average Remaining Service Period (years) Aggregate Intrinsic Value (1) Outstanding as of December 31, 2023 3,105 $ 11.31 1.3 $ 27,083 Granted 1,921 $ 5.28 Vested ( 1,384 ) $ 13.12 Forfeited ( 531 ) $ 7.68 Outstanding as of December 31, 2024 3,111 $ 7.41 1.1 $ 29,247 _______ (1) The aggregate intrinsic value is calculated as the difference of the grant date price and our closing stock price as of December 31, 2024 and 2023 multiplied by the number of restricted stock units outstanding as of December 31, 2024 and 2023, respectively. As of December 31, 2024, there was $ 16.4 million of total unamortized compensation cost, net of estimated forfeitures, related to restricted stock units, expected to be recognized over a weighted average period of 2.0 years. The total fair value of restricted stock units vested during the year ended December 31, 2024 and 2023 was $ 7.7 million and $ 10.0 million, respectively. Performance-based Stock Units – The following table summarizes performance-based stock unit activity (in thousands, except weighted-average grant date fair value and weighted-average remaining service period data): Number of Performance-based Stock Units Weighted-Average Grant Date Fair Value Weighted-Average Remaining Service Period (years) Aggregate Intrinsic Value (1) Outstanding as of December 31, 2023 400 $ 14.32 0.6 $ 3,486 Granted 365 $ 5.17 Vested ( 303 ) $ 7.38 Forfeited ( 77 ) $ 14.75 Outstanding as of December 31, 2024 385 $ 11.03 2.0 $ 3,617 _______ (1) The aggregate intrinsic value is calculated as the difference of the grant date price and our closing stock price as of December 31, 2024 and 2023 multiplied by the number of performance stock units outstanding as of December 31, 2024 and 2023, respectively. 96 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2023, there was $ 1.7 million of total unamortized compensation cost, net of estimated forfeitures, related to performance-based stock units, expected to be recognized over a weighted average period of 2.0 years. The total fair value of performance-based stock units vested during the year ended December 31, 2024 and 2023 was $ 2.5 million and $ 0.7 million, respectively. The weighted-average fair value of the market-based performance-based stock units was determined using the Monte Carlo simulation model using the following weighted average assumptions: Year Ended December 31, 2024 2023 Expected term (years) n/a 1.1 Expected volatility n/a 76.3 % Expected dividend yield n/a — % Risk-free interest rate n/a 4.0 % Weighted-average grant date fair value n/a $ 4.79 Note 6 – Convertible Preferred Stock Pursuant to an investment agreement dated February 17, 2021 with Echelon Health SPV, LP (“H.I.G.”), an investment vehicle of H.I.G. Capital (the “H.I.G. Investment Agreement”), we issued and sold to H.I.G., in a private placement, 2,250,000 shares of 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 on April 30, 2021 (the “Closing Date”). 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. Our Series A Preferred Stock is considered temporary equity in our Consolidated Balance Sheets and we have determined there are no material embedded features that require recognition as a derivative asset or liability. 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. Voting Rights — The Series A Preferred Stock votes together with the common stock as a single class on all matters submitted to a vote of the holders of the common stock in accordance with 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”). Dividends — The Series A Preferred Stock participates, on an as-converted basis, in all dividends paid to the holders of our common stock. From April 30, 2021 through June 30, 2023, dividends accrued at 8 % per annum on the stated value of $ 100 per share, payable in kind (“PIK”). Subsequent to June 30, 2023, dividends accrue at 8 % per annum, with 6 % PIK and 2 % payable in cash in arrears. Dividends compound semiannually and are PIK and payable in cash in arrears, as applicable, on June 30 and December 31 of each year. During the year ended December 31, 2024, we made cash dividend payments in an aggregate amount of $ 5.6 million . PIK dividends are cumulative and are added to the Accrued Value, as defined in the H.I.G. Investment Agreement. Board Nomination Rights – As of December 31, 2024, H.I.G. has designated one member and one board observer to the Company’s Board of Directors. Conversion Rights — The Series A Preferred Stock is convertible at any time into common stock at a conversion rate (“Conversion Price”) and is subject to further adjustment and the number of shares of common stock issuable upon conversion is subject to certain limitations, each as set forth in the H.I.G. Investment Agreement. As of December 31, 2024, the Conversion Price was equal to $ 79.5861 per share. 97 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Mandatory Conversion of the Series A Preferred Stock by the Company — 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 has the right to convert all, but not less than all, of the Series A Preferred Stock into common stock at a conversion rate in accordance with 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 has 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 has 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. 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. is required for the Company to incur certain indebtedness and to take certain other corporate actions as set forth in the H.I.G. Investment Agreement. The Company is required to maintain an Asset Coverage Ratio (as defined in the H.I.G. Investment Agreement), which was 2.5 x from August 2023 onwards. Additionally, the H.I.G. Investment Agreement requires the Company to maintain a Minimum Liquidity Amount (as defined in the H.I.G. Investment Agreement) for certain periods that ranges from $ 65.0 million to $ 125.0 million. Failure to maintain the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount as of the date or for the time period required by the H.I.G. Investment Agreement, for 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, entitles H.I.G., subject to conditions and restrictions specified therein, to additional rights, including the right to nominate one additional member to the Company’s 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 the incurrence of certain indebtedness. As of September 30, 2023, we failed to maintain the Minimum Asset Coverage Ratio, which entitles H.I.G. to the additional rights set forth above. On March 13, 2024, the Nominating and Corporate Governance Committee of our Board of Directors approved the appointment of a board observer designated by H.I.G. As of November 30, 2024, we were no longer in compliance with the Minimum Liquidity Amount. The non-compliance with the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount does not entitle H.I.G. to accelerate the redemption of the Series A Preferred Stock. As of December 31, 2024, the estimated Series A Preferred Stock redemption value equals 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, which is significantly in excess of the fair value of the common stock into which the Series A Preferred Stock is convertible as of December 31, 2024. 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, to the extent available, and if not, are recorded as a reduction to additional-paid-in-capital. 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 3.7 million shares of common stock as of December 31, 2024. 98 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 December 31, 2023 $ 298,053 Accrued paid-in-kind dividends 16,688 Change in preferred stock redemption value 22,768 Balance as of December 31, 2024 $ 337,509 Note 7 – Net Loss Per Share Attributable to Common Stockholders 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): Year Ended December 31, 2024 2023 Basic Net loss attributable to common stockholders $ ( 34,960 ) $ ( 66,515 ) Shares used in per share calculation – basic 29,335 28,016 Net loss attributable to common stockholders per share – basic $ ( 1.19 ) $ ( 2.37 ) Diluted: Net loss attributable to common stockholders $ ( 34,960 ) $ ( 66,515 ) Shares used in per share calculation – basic 29,335 28,016 Dilutive effect of common stock — — Shares used in per share calculation – diluted 29,335 28,016 Net loss attributable to common stockholders per share – diluted $ ( 1.19 ) $ ( 2.37 ) For each of the years ended December 31, 2024 and 2023, we had securities outstanding that could potentially dilute net loss per share, 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 weighted-average outstanding anti-dilutive shares that were excluded from the computation of diluted net loss per share consisted of the following (in thousands): Year Ended December 31, 2024 2023 Convertible preferred stock 3,548 3,340 Restricted stock units 1,852 2,255 Performance-based stock units 209 154 Common stock options 216 221 Employee stock purchase program 9 51 Total 5,834 6,021 99 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 December 31, 2024 were as follows (in thousands): For the Years Ending December 31, 2025 $ 8,171 2026 4,337 2027 512 2028 — 2029 — Thereafter — Total $ 13,020 Operating Leases Refer to Note 10 – Leases for commitments related to our operating leases. Self-Insurance We provide comprehensive major medical benefits to our employees. Effective January 1, 2023, we began maintaining a substantial portion of our U.S. employee health insurance benefits on a self-insured basis with up to $ 0.3 million per individual per year with the maximum claim liability as of December 31, 2024 of $ 22.5 million. As a result, we record a self-insurance liability based on claims filed and an estimate of claims incurred but not yet reported. For the years ended December 31, 2024 and 2023 we had a self-insurance liability balance of $ 2.1 million and $ 2.5 million, respectively, in the “Accrued compensation and benefits” line on our Consolidated Balance Sheets. 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 consolidated financial statements. An estimated loss contingency is accrued in the consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal proceedings or other contingencies could result in material costs, even if we ultimately prevail, and we may from time to time enter into settlements to resolve such litigation. Legal costs incurred in connection with the resolution of claims, lawsuits and other contingencies generally are expensed as incurred. There were no material litigation-related accruals recorded during the years ended December 31, 2024 and 2023. 100 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 9 – Segment and Geographic Information Reportable Segments Our operating and reportable segments have been determined in accordance with ASC 280, Segment Reporting . Our business structure is comprised of two reportable operating segments: (i) Medicare, and (ii) Employer and Individual (“E&I”). Our Medicare segment includes operating segments that have been aggregated based on the nature of products and services, types or class of customers, methods used to distribute the products and services, the nature of the regulatory environment and similarity of economic characteristics. The Medicare segment consists primarily of commissions earned as the broker of record from our sale of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans, and to a lesser extent, ancillary products sold to our Medicare-eligible beneficiaries, including but not limited to, dental and vision insurance. Our commissions may include certain bonus payments, which are generally based on attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers. The Medicare segment consists of amounts earned in connection with our advertising program that allows Medicare-related carriers to purchase advertising on a separate website developed, hosted and maintained by us or pursuant to which we perform other services as marketing and our delivery and sale to third parties of Medicare-related health insurance leads generated by our ecommerce platforms and our marketing activities. The Medicare segment also generates revenue from our fee-based business process outsourcing services (“BPO”) where we are not the broker of record and cash is collected in advance or in close proximity to when revenue is recognized. The E&I segment consists primarily of commissions earned from our sale of individual and family plans, including qualified and non-qualified, small business health insurance plans, and ancillary products sold to our non-Medicare-eligible consumers, including but not limited to, dental, vision and short-term insurance. To a lesser extent, the E&I segment includes amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets on our website as well as our technology licensing activities. 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 operation in the annual budget and forecasting process along with evaluation of actual performance. Our CODM considers budget-to-actual variances on a monthly basis for our segment performance measures when making decisions about allocating capital and personnel to our segments. These performance measures include total segment revenue and segment gross profit (loss). Prior to the fourth quarter of 2024, we reported our measure of segment profitability as segment profit (loss). Accordingly, prior period amounts have been reclassified to conform to the current period presentation, in all material respects. Segment gross profit (loss) is calculated as total revenue for the applicable segment less variable marketing and advertising expenses, segment CC&E and cost of revenue for the applicable segment. Variable marketing and advertising expenses represent costs incurred in member acquisition from our direct marketing and marketing partner channels and exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department. Segment CC&E expenses include expenses we incur in assisting applicants during the enrollment process and exclude operating costs allocated to the CC&E department. 101 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The results of our reportable segments are summarized for the periods presented below (in thousands): Year Ended December 31, 2024 2023 Medicare: Total revenue $ 500,638 $ 406,467 Variable marketing and advertising ( 157,121 ) ( 141,487 ) Medicare CC&E ( 150,613 ) ( 137,910 ) Cost of revenue ( 1,396 ) ( 1,312 ) Medicare segment gross profit $ 191,508 $ 125,758 Year Ended December 31, 2024 2023 Employer and Individual: Total revenue $ 31,772 $ 46,404 Variable marketing and advertising ( 4,321 ) ( 3,304 ) E&I CC&E ( 10,103 ) ( 9,214 ) Cost of revenue ( 398 ) ( 459 ) E&I segment gross profit $ 16,950 $ 33,427 Year Ended December 31, 2024 2023 Consolidated: Total revenue $ 532,410 $ 452,871 Variable marketing and advertising ( 161,442 ) ( 144,791 ) Segment CC&E ( 160,716 ) ( 147,124 ) Cost of revenue ( 1,794 ) ( 1,771 ) Total segment gross profit $ 208,458 $ 159,185 102 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of our segment gross profit (loss) to the Consolidated Statements of Comprehensive Income (Loss) for the periods presented is as follows (in thousands): Year Ended December 31, 2024 2023 Total segment gross profit $ 208,458 $ 159,185 Other marketing and advertising (1) ( 29,395 ) ( 27,849 ) Other CC&E (2) ( 2,732 ) ( 2,438 ) Technology and content ( 53,520 ) ( 58,609 ) General and administrative ( 89,765 ) ( 99,363 ) Impairment, restructuring and other charges ( 9,475 ) — Interest expense ( 11,159 ) ( 10,974 ) Other income, net 6,900 9,453 Income (loss) before income taxes $ 19,312 $ ( 30,595 ) _______ (1) Other marketing and advertising costs consist of fixed marketing and advertising, previously capitalized labor, depreciation and share-based compensation costs. (2) Other CC&E costs consist of previously capitalized labor, depreciation and share-based compensation costs. There were no inter-segment revenue transactions for the periods presented. With the exception of contract assets – commissions receivable, which is presented by segment in Note 3 – Supplemental Financial Statement Information, our CODM does not separately evaluate assets by segment, and therefore assets by segment are not presented. Geographic Information Our long-lived assets primarily consist of property and equipment, net 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): December 31, 2024 December 31, 2023 United States $ 26,033 $ 29,419 China 299 281 Total $ 26,332 $ 29,700 Significant Customers Substantially all revenue for the years ended December 31, 2024 and 2023 was generated from customers located in the United States. Carriers representing 10% or more of our total revenue are summarized as follows. The majority of the revenue was from the Medicare segment. Year Ended December 31, 2024 2023 Humana 24 % 27 % UnitedHealthcare (1) 22 % 23 % Aetna (1) 18 % 15 % _______ (1) Percentages include the carriers’ subsidiaries. 103 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 10 – Leases Our lease portfolio primarily consists of operating leases for office space and our leases have remaining lease terms of 1 to 5 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. Subsequent to becoming a remote first workplace in the third quarter of 2022, we executed several subleases of our office space in the United States. The subleases run through the remaining term of the primary leases. As of December 31, 2024, we expect to generate a total of $ 12.2 million in future sublease income through January 31, 2030. Sublease income is recorded on a straight-line basis as a reduction of lease expense in our Consolidated Statements of Comprehensive Income (Loss). We test right-of-use assets when impairment indicators are present in accordance with the asset impairment provisions of ASC 360, Property, Plant and Equipment . As part of our continued cost savings initiatives, we reassessed our occupied leased office space to identify excess space to vacate and potentially sublease. We also reassessed current market conditions in our previously vacated leased office spaces that have not yet been subleased. As a result, we determined impairment indicators were present and we performed impairment testing of our right-of-use assets, including leasehold improvements. We utilized an income approach to value the asset groups by performing a discounted cash flow analysis and determined that for certain leases the net carrying values exceeded the estimated discounted future cash flows expected to be derived from the properties based on Level 3 inputs, including current sublease market rent, future sublease market conditions and the discount rate. This resulted in $ 7.5 million of impairment charges related to our operating lease right-of-use assets and property, plant and equipment, which was reflected in the “Impairment, restructuring and other charges” line in our Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2024. See Note 11 — Impairment, Restructuring and Other Charges for further discussion about our asset impairment charges. We recorded no impairment charges related to operating lease right-of-use assets and the corresponding property, plant and equipment during the year ended December 31, 2023. The components of operating lease costs were as follows (in thousands): Year Ended December 31, 2024 2023 Operating lease expense $ 5,659 $ 7,912 Operating sublease income ( 2,549 ) ( 2,210 ) Total operating lease cost $ 3,110 $ 5,702 Supplemental information related to our leases are as follows (dollars in thousands): Year Ended December 31, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 8,881 $ 9,489 Non-cash investing activities relating to operating lease right-of-use assets $ 509 $ 1,285 December 31, 2024 December 31, 2023 Weighted-average remaining lease term of operating leases 3.9 years 4.8 years Weighted-average discount rate used to recognize operating lease right-of-use-assets 5.7 % 5.7 % 104 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2024, maturities of our operating lease liabilities are as follows (in thousands): Year ending December 31, 2025 $ 9,162 2026 7,691 2027 6,950 2028 4,998 2029 3,008 Thereafter 196 Total lease payments (1) 32,005 Less imputed interest ( 3,542 ) Total $ 28,463 _______ (1) Non-cancellable sublease proceeds for the years ending December 31, 2025, 2026, 2027, 2028, 2029 and thereafter of $ 2.7 million, $ 2.9 million, $ 3.0 million, $ 3.1 million, $ 1.1 million, and $ 0.1 million, respectively, are not included in the table above. Note 11 – Impairment, Restructuring and Other Charges The following table details impairment, restructuring and other charges for each of the periods presented (in thousands): Year Ended December 31, 2024 2023 Asset impairment charges $ 7,479 $ — Restructuring and reorganization charges 1,996 — Impairment, restructuring and other charges $ 9,475 $ — Asset Impairments For the year ended December 31, 2024, we recognized non-cash, pre-tax asset impairment charges of $ 7.5 million, related to several of our leased office spaces in the “Impairment, restructuring and other charges” line in our Consolidated Statements of Comprehensive Income (Loss). These charges were comprised of $ 7.0 million of operating lease right-of-use asset impairments and $ 0.5 million of property and equipment impairment. Restructuring 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): Balance at December 31, 2023 $ — Restructuring and reorganization charges 1,996 Payments ( 1,996 ) Balance at December 31, 2024 $ — During the year ended December 31, 2024, we recognized $ 2.0 million of pre-tax restructuring charges in the “Impairment, restructuring and other charges” line in our Consolidated Statements of Comprehensive Income (Loss), primarily related to employee termination benefits as a result of our cost-reduction efforts. Substantially all of 105 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the restructuring charges were settled in cash and no equity awards were modified. As of December 31, 2024, we had no restructuring accrual on our Consolidated Balance Sheets. During the year ended December 31, 2023, we incurred no pre-tax restructuring charges. Note 12 – Debt On February 28, 2022, we entered into a term loan credit agreement, which provides for a $ 70.0 million secured term loan credit facility, with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto (the “Original Credit Agreement”). On August 16, 2022, we entered into a first amendment (the “First Amendment”) to the Original Credit Agreement (as amended by the First Amendment, the “First Amended Credit Agreement”). The First Amendment replaced the LIBOR-based Adjusted Euro currency Rate (as defined in the Original Credit Agreement) with Adjusted Term SOFR (as defined in the First Amendment) as a reference rate for loans under the Original Credit Agreement. On November 1, 2024, we entered into a second amendment (the "Second Amendment") to the First Amended Credit Agreement (as amended by the First Amendment and the Second Amendment, the “Credit Agreement”), which, among other things, (i) extends the maturity date of the Credit Agreement from February 2025 to February 2026, (ii) removes the "exit fee" contemplated by the Credit Agreement and replaces it with an “applicable premium” that is payable in the event of any voluntary or mandatory prepayment of the loan and (iii) reduces the margin applicable to SOFR loans and the margin applicable to base rate loans. The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes and to pay fees and expenses in connection with the entry into the Credit Agreement. In accordance with ASC 470-50, Debt Modification and Extinguishments, the Second Amendment was accounted for as a debt modification. The $ 1.1 million extension fee paid to the lenders of the Credit Agreement during the quarter ended December 31, 2024 has been recorded as a direct deduction from the face amount of the loan on our Consolidated Balance Sheets. Similar to the $ 5.1 million of closing costs incurred for the Original Credit Agreement, the extension fee is amortized on a straight-line basis over the remaining term of the Credit Agreement in the “Interest expense” line in o ur Consolidated Statements of Comprehensive Income (Loss) . Additionally, we paid $ 1.3 million during the quarter ended December 31, 2024 in third-party costs as part of the Second Ame ndment, which is recorded in the “Other income, net” line in our Consolidated Statements of Comprehensive Income (Loss). For the years ended December 31, 2024 and 2023, total amortization of closing costs, or debt issuance costs, was $ 1.8 million and $ 1.6 million respectively. There were $ 1.5 million of unamortized issuance costs as of December 31, 2024. The carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. The carrying value of the loan was $ 68.5 million as of December 31, 2024. 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 Second Amendment reduced the margin from 7.50 % to 7.00 % for Adjusted Term SOFR loans and from 6.50 % to 6.00 % for base rate loans. As of December 31, 2024, the interest rate was 11.78 %. For the years ended December 31, 2024 and 2023, we incurred interest expense of $ 9.2 million and $ 9.1 million, respectively. Furthermore, as part of the Credit Agreement, we 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 2026. We have the right to prepay the loans under the Credit Agreement in whole or in part at any time, subject, to an “applicable premium” that is payable in the event of any voluntary prepayment or certain mandatory prepayments of the loans under the Credit Agreement in an amount equal to 1.00 % of the loans being prepaid, plus, solely in the case of loans prepaid on or prior to March 1, 2025, an additional “make-whole” amount. 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. 106 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 receivable (i.e., both current and non-current commissions receivable). As of December 31, 2024, we were in compliance with our loan covenants. Note 13 – Income Taxes The components of our income (loss) before income taxes were as follows (in thousands): Year Ended December 31, 2024 2023 United States $ 17,707 $ ( 31,972 ) Foreign 1,605 1,377 Income (loss) before income taxes $ 19,312 $ ( 30,595 ) The federal, state and foreign income tax provision (benefit) is summarized as follows (in thousands): Year Ended December 31, 2024 2023 Current: Federal $ — $ — State ( 177 ) 68 Foreign 254 221 Total current 77 289 Deferred: Federal 7,573 ( 2,164 ) State 1,605 ( 506 ) Foreign — — Total deferred 9,178 ( 2,670 ) Provision for (benefit from) income taxes $ 9,255 $ ( 2,381 ) The effective tax rate of our provision for (benefit from) income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2024 2023 Statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 4.4 2.8 Stock-based compensation shortfalls, net 11.0 ( 6.8 ) Non-deductible stock-based compensation 7.4 ( 4.7 ) Non-deductible lobbying expenses 1.4 ( 0.9 ) Research and development credits ( 3.3 ) 1.7 Changes in valuation allowance 1.6 ( 2.0 ) Foreign income tax and income inclusion 0.8 ( 1.5 ) Prior period adjustment 3.4 — Other permanent differences 0.2 ( 1.8 ) Effective tax rate 47.9 % 7.8 % 107 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, together with operating losses and tax credit carryforwards. The tax effects of significant items comprising our deferred taxes as of December 31, 2024 and 2023 were as follows (in thousands): December 31, 2024 December 31, 2023 Deferred tax assets: Net operating losses $ 160,610 $ 154,607 Intangible assets 25,242 21,232 Research and development credits carryovers 13,466 12,493 Operating lease liabilities 6,912 8,458 Accruals and reserves 6,442 6,352 Fixed assets 982 1,069 Stock-based compensation 759 1,283 Other 2,809 2,279 Total deferred tax assets 217,222 207,773 Valuation allowance ( 5,206 ) ( 4,888 ) Total deferred tax assets net of valuation allowance 212,016 202,885 Deferred tax liabilities: Commissions receivable ( 248,038 ) ( 227,242 ) Right-of-use assets ( 2,848 ) ( 5,330 ) Total deferred tax liabilities ( 250,886 ) ( 232,572 ) Net deferred tax liabilities $ ( 38,870 ) $ ( 29,687 ) 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. As of December 31, 2024, a valuation allowance of $ 5.2 million was recorded against California net deferred tax assets. The valuation allowance was recorded as a result of increased uncertainty regarding our future taxable income and a lack of sources of other taxable income to realize our net deferred tax assets in California. The remaining deferred tax assets are supported by the reversal of deferred tax liabilities. The change in our valuation allowance is summarized as follows for the years ended (in thousands): Deferred Tax Assets - Valuation Allowance Balance at beginning of year Provision for income taxes Write-offs and Deductions Balance at end of year December 31, 2024 $ 4,888 $ 361 $ ( 43 ) $ 5,206 December 31, 2023 4,287 643 ( 42 ) 4,888 108 Table of Contents EHEALTH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The net operating loss and tax credit carryforwards as of December 31, 2024 are summarized as follows (in thousands): Amount Expires Net operating losses, federal (with expiration) $ 39,166 2034-2037 Net operating losses, federal (without expiration) 608,904 Indefinite Net operating losses, state (with expiration) 433,374 2025-2044 Tax credits, federal 12,346 2025-2044 Tax credits, state 12,854 n/a Utilization of the net operating loss carryforwards and credits 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 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. A reconciliation of the beginning and ending amount of our unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2024 2023 Beginning balance $ 10,639 $ 9,875 Reductions for tax positions of prior years ( 363 ) — Lapse of statute of limitations ( 91 ) ( 36 ) Additions based on tax positions related to the current year 948 800 Ending balance $ 11,133 $ 10,639 As of December 31, 2024, the total amount of gross unrecognized tax benefits was $ 11.1 million, of which $ 9.8 million, if recognized, would affect our effective tax rate. As of December 31, 2023, the total amount of gross unrecognized tax benefits was $ 10.6 million, of which $ 9.4 million, if recognized, would affect our effective tax rate. We record interest and penalties related to unrecognized tax benefits in benefit from income taxes. As of December 31, 2024, the amount accrued for estimated interest related to uncertain tax positions was immaterial. We did not record an accrual for penalties. As of December 31, 2024, we had an immaterial amount related to tax positions for which it is reasonably possible that the statute of limitations will expire in various jurisdictions and income tax exams will close within the next 12 months. We are subject to taxation in various jurisdictions, including federal, state and foreign. Our federal and state income tax returns are generally not subject to examination by taxing authorities for fiscal years before 2005 due to our credit carryforwards. 109 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.