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eHealth(EHTH) - 2023 Q4 - Annual Report

Part I Business eHealth operates a private health insurance marketplace, with Medicare driving 90% of 2023 revenue, focusing on enrollment growth and retention - eHealth operates a private health insurance marketplace through an omnichannel platform, offering products from over 180 carriers, divided into Medicare and Employer and Individual (E&I) segments212223 - The Medicare segment is the primary business, accounting for about 90% of total revenue in 2023, with most revenue from commission payments23 - Growth strategies focus on deliberate enrollment growth, enhancing omnichannel marketing, improving enrollment quality and member retention, and diversifying revenue streams including the E&I segment414248 - As of December 31, 2023, the company had 1,903 full-time employees, with 1,322 in customer care and 249 in its China subsidiary92 Risk Factors The company faces significant risks from intense competition, reliance on key carriers, complex CMS regulations, financial constraints, and operational challenges - The company faces intense competition from government-run health insurance exchanges, other insurance agents and brokers, and the carriers themselves, which could increase marketing costs and reduce market share107108110 - A significant portion of revenue is concentrated with a few health insurance carriers, with Humana, UnitedHealthcare, and Aetna accounting for 27%, 23%, and 15% of total revenue respectively in 2023114 - The marketing and sale of Medicare plans are subject to complex and frequently changing laws and regulations from CMS, potentially limiting broker compensation and restricting marketing activities152155156 - The company's debt and preferred stock agreements contain restrictive covenants, including minimum liquidity and asset coverage ratios, the latter of which has not been met since September 30, 2023, granting H.I.G. additional rights186188 - Commission revenue recognition relies on complex estimates of constrained lifetime value (LTV) based on assumptions about member conversion rates, plan duration, and commission amounts, which can significantly impact reported revenue173175 Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments234 Cybersecurity eHealth maintains a comprehensive cybersecurity risk management program, overseen by the Audit Committee, with no material incidents reported to date - The company has a formal cybersecurity risk management program integrated into its overall enterprise risk management, overseen by the Board's Audit Committee235243 - The cybersecurity strategy includes regular risk assessments, employee and contractor security awareness training, phishing simulations, and periodic penetration audits to identify vulnerabilities236238239 - A formal Incident Response Plan is in place, and the company has engaged a cyber crisis response platform and conducted mock cyber-attack exercises to prepare senior leadership240241 - As of the date of the report, the company has not experienced any cybersecurity incidents that were determined to be material242 Properties The company's corporate headquarters are in Austin, Texas, with a remote-first U.S. model and a significant leased office in Xiamen, China for operations - Corporate headquarters are located in a 26,878 sq. ft. leased space in Austin, Texas247 - In 2022, the company adopted a remote-first workplace model in the United States, leading to the closure of some office spaces247 - The company leases 53,758 sq. ft. of office space in Xiamen, China, which supports technology, customer care, marketing, and administrative operations247 Legal Proceedings The company is involved in various legal proceedings and regulatory inquiries, with material details provided in Note 8 of the financial statements - The company is subject to inquiries from state and federal regulators and may be involved in litigation in the ordinary course of business249 - Details on material legal proceedings are provided in Note 8 – Commitments and Contingencies in the financial statements section of the report249 Mine Safety Disclosures This item is not applicable to the company - Not applicable250 Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities eHealth's common stock trades on Nasdaq under EHTH, has never paid dividends, and its performance is compared against market indexes in the report - The company's common stock is traded on the Nasdaq Global Market under the symbol EHTH251 - eHealth has never declared or paid cash dividends on its common stock and does not expect to in the foreseeable future252 Stock Performance Graph | | 12/31/2018 | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | eHealth, Inc. | $100.00 | $250.08 | $183.78 | $66.37 | $12.60 | $22.70 | | Nasdaq Composite | $100.00 | $136.69 | $198.10 | $242.03 | $163.28 | $236.17 | | RDG Internet Composite | $100.00 | $141.93 | $194.91 | $190.78 | $115.68 | $168.80 | Management's Discussion and Analysis of Financial Condition and Results of Operations In 2023, eHealth's transformation led to a 12% revenue increase to $452.9 million, a reduced net loss of $28.2 million, and improved Medicare Advantage LTV, with strong liquidity - The company is executing a multi-year transformation plan focused on enrollment quality, member experience, and cost savings, resulting in over $110 million in cost savings in 2022 and a return to Medicare Advantage enrollment growth in Q4 2023261262263 Approved Members by Product | Product | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Total Medicare | 337,476 | 361,612 | 501,070 | | Individual and Family | 27,318 | 33,271 | 42,711 | | Ancillary | 56,789 | 72,004 | 97,694 | | Small Business | 7,613 | 9,722 | 11,432 | | Total Approved Members | 429,196 | 476,609 | 652,907 | Estimated Constrained LTV of Commissions Per Approved Member | Product | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Medicare Advantage | $1,049 | $975 | $979 | | Medicare Supplement | $891 | $935 | $993 | | Medicare Part D | $220 | $194 | $203 | Financial Performance Summary (in thousands) | Metric | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Total Revenue | $452,871 | $405,356 | $538,199 | | Loss from Operations | $(29,074) | $(102,713) | $(125,645) | | Net Loss | $(28,214) | $(88,722) | $(104,375) | - Commission revenue increased 12% in 2023, largely due to $48.1 million in positive net adjustment revenue from prior period enrollments, reflecting favorable retention dynamics and commission rates287263 - As of December 31, 2023, the company had $121.7 million in cash, cash equivalents, and short-term marketable securities and believes it has sufficient liquidity to fund operations for at least the next 12 months338346 Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks are credit risk, concentrated in commissions receivable from major carriers, and foreign currency exchange risk from its China subsidiary's operations - The company's main financial instruments exposed to credit risk are cash, cash equivalents, marketable securities, and contract assets – commissions receivable385 - As of December 31, 2023, net contract assets – commissions receivable totaled $918.2 million, with the company considering the risk of non-performance by its counterparty carriers to be remote386 - The company has exposure to foreign currency exchange risk from the operating expenses of its subsidiary in China, which are denominated in Chinese Yuan Renminbi, though this risk has not had a material impact to date389 Financial Statements and Supplementary Data This section presents the company's audited consolidated financial statements for 2021-2023, with Ernst & Young LLP providing an unqualified opinion on financial statements and internal control - The independent auditor, Ernst & Young LLP, issued an unqualified opinion on the consolidated financial statements and on the company's internal control over financial reporting as of December 31, 2023395396 Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Assets | $1,113,345 | $1,112,611 | | Cash and cash equivalents | $115,722 | $144,401 | | Contract assets – commissions receivable (Total) | $918,177 | $884,304 | | Total Liabilities | $209,261 | $198,372 | | Long-term debt | $67,754 | $66,129 | | Total Stockholders' Equity | $606,031 | $650,955 | Consolidated Statements of Comprehensive Loss Highlights (in thousands) | | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Total Revenue | $452,871 | $405,356 | $538,199 | | Total operating costs and expenses | $481,945 | $508,069 | $663,844 | | Net Loss | $(28,214) | $(88,722) | $(104,375) | | Loss per share (basic and diluted) | $(2.37) | $(4.36) | $(4.59) | - The critical audit matter identified by the auditor relates to the estimation of the constrained lifetime value (LTV) of commission revenue, due to the complexity of the models and the subjectivity of the assumptions involved401402 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None605 Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023, affirmed by Ernst & Young LLP - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2023607 - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO 2013 framework609 - The independent auditor, Ernst & Young LLP, issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2023616 - No changes in internal control over financial reporting occurred during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, internal controls610 Other Information No director or officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fourth quarter of 2023 - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the fiscal quarter ended December 31, 2023624 Part III Directors, Executive Officers and Corporate Governance Information for this item is incorporated by reference from the forthcoming Definitive Proxy Statement - Information is incorporated by reference from the forthcoming Definitive Proxy Statement626 Executive Compensation Information for this item is incorporated by reference from the forthcoming Definitive Proxy Statement - Information is incorporated by reference from the forthcoming Definitive Proxy Statement627 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information for this item is incorporated by reference from the forthcoming Definitive Proxy Statement - Information is incorporated by reference from the forthcoming Definitive Proxy Statement628 Certain Relationships and Related Transactions, and Director Independence Information for this item is incorporated by reference from the forthcoming Definitive Proxy Statement - Information is incorporated by reference from the forthcoming Definitive Proxy Statement629 Principal Accountant Fees and Services Information for this item is incorporated by reference from the forthcoming Definitive Proxy Statement - Information is incorporated by reference from the forthcoming Definitive Proxy Statement630 Part IV Exhibits and Financial Statement Schedules This section lists documents filed as part of the Form 10-K, confirming consolidated financial statements are in Item 8 and providing an index of exhibits - The Consolidated Financial Statements are included in Item 8 of the report631 - All financial statement schedules have been omitted because they are not applicable or the required information is included elsewhere632 - An index of exhibits filed with or incorporated by reference into the report is provided633 Form 10-K Summary The company has not provided a summary for Form 10-K - None634