UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,  D.C. 20549 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported): February 14, 2013

 

 

 

 

440 EAST MIDDLEFIELD ROAD 

MOUNTAIN  VIEW,  CALIFORNIA 94043

(Address of principal executive offices)            (Zip Code)

 

(650) 584-2700

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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Section 2 — Financial Information

Item 2.02Results of Operations and Financial Condition.

On February 14, 2013, eHealth, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December  31, 2012. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as shall be expressly set forth by specific reference in such filing, the information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.  

 

Section 9 — Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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EXHIBIT INDEX

 

 

 

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Exhibit 99.1

eHealth, Inc. Announces Fourth Quarter and Fiscal 2012 Results

Fourth Quarter 2012 Overview

 

MOUNTAIN VIEW, Calif.—February 14, 2013—eHealth, Inc. (NASDAQ: EHTH), America’s first and largest private health insurance exchange, announced today its financial results for the fourth quarter and fiscal year ended December 31, 2012.

 

Gary Lauer, chief executive officer of eHealth stated, “In 2012 we achieved good progress across the key areas of our business. We returned to annual revenue and GAAP earnings growth after a challenging 2011, completed the transition of our Medicare business to a direct fulfillment model ahead of schedule, and saw a significant improvement in our Individual and Family Plan business.”   

 

Fourth Quarter 2012 Results

 

Revenue—Revenue for the fourth quarter of 2012 totaled $45.3 million, a 5% increase compared to revenue of $43.1 million for the fourth quarter of 2011. Commission revenue for the fourth quarter of 2012 totaled $37.3 million, a 19% increase compared to commission revenue of $31.3 million for the fourth quarter of 2011. Medicare revenue was $13.5 million for the fourth quarter of 2012, a 6% increase compared to Medicare revenue of $12.7 million for the fourth quarter of 2011.

 

Submitted Applications—Submitted applications for individual and family products increased 10% in the fourth quarter of 2012 to 113,600 applications, compared to 103,200 applications in the fourth quarter of 2011.

 

Membership—Total estimated membership at December 31, 2012 was 982,900 members, a 21% increase over estimated membership of 815,500 at December 31, 2011. Estimated individual and family plan membership was 709,700, a 5% increase over estimated membership of 675,000 at December 31, 2011. Estimated Medicare membership was 70,600, a 191% increase over estimated membership of 24,300 at December 31, 2011. Total approved members, including individual and family plan, Medicare plan and other product members, increased 34% to 186,700 members in the fourth quarter of 2012, compared to 139,600 in the fourth quarter of 2011.

 

Income from Operations—Operating income for the fourth quarter of 2012 was $4.3 million, compared to operating income of $4.4 million for the fourth quarter of 2011. Operating margins were 10% in both the fourth quarters of 2012 and 2011. Non-GAAP operating income for the fourth quarter of 2012 was $6.4 million, representing a  decrease of 3% compared to non-GAAP operating income of $6.6 million for the fourth quarter of 2011. Non-GAAP operating margins were 14%  and 15% in the fourth quarters of 2012 and 2011, respectively. Non-GAAP operating income and margins in the fourth quarter of 2012 exclude $0.4 million for an asset impairment charge, $1.3 million of stock-based compensation expense and $0.4 million of intangible asset amortization expense. Non-GAAP operating income and margins in the fourth quarter of 2011 exclude $1.5 million of stock-based compensation expense and $0.8 million of intangible asset amortization expense.

 

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EBITDA—EBITDA for the fourth quarter of 2012 was $6.6 million, representing a  decrease of 8% compared to EBITDA of $7.2 million for the fourth quarter of 2011.

 

Pre-tax Income—Pre-tax income for the fourth quarter of 2012 was $4.3 million, compared to pre-tax income of $4.4 million for the fourth quarter of 2011.

 

Net Income—Net income for the fourth quarter of 2012 was $2.4 million, or $0.11 per diluted share, compared to net income of $2.3 million, or $0.11 per diluted share for the fourth quarter of 2011. Non-GAAP net income for the fourth quarter of 2012 was $3.9 million, or $0.18 per diluted share, compared to non-GAAP net income of $3.7 million, or $0.18 per diluted share for the fourth quarter of 2011. Non-GAAP net income and non-GAAP net income per diluted share in the fourth quarter of 2012 exclude $0.4 million for an asset impairment charge, $1.3 million of stock-based compensation expense and $0.4 million of intangible asset amortization expense, less $0.7 million for related income tax benefit. Non-GAAP net income and non-GAAP net income per diluted share in the fourth quarter of 2011 exclude $1.5 million of stock-based compensation expense and $0.8 million of intangible asset amortization expense, less $0.8 million for related income tax benefit.

 

Cash Flows—Cash flows from operations for the fourth quarter of 2012 were $5.2 million, representing a  106% increase compared to cash flows from operations of $2.5 million for the fourth quarter of 2011. 

 

Fiscal 2012 Results

 

Revenue—Revenue totaled $155.5 million for the year ended December 31, 2012, a 3% increase compared to revenue of $151.6 million for the year ended December 31, 2011. Medicare revenue was approximately $31.3 million for the year ended December 31, 2012, a 53% increase compared to Medicare revenue of $20.4 million for the year ended December 31, 2011.

Income from Operations—Operating income for the year ended December 31, 2012 was $13.4 million, compared to operating income of $13.2 million for the year ended December 31, 2011. Operating margins were 9% for both years ended December 31, 2012 and 2011, respectively. Non-GAAP operating income for the year ended December 31, 2012 was $21.1 million, representing a decrease of 6% compared to non-GAAP operating income of $22.4 million for the year ended December 31, 2011. Non-GAAP operating margins were 14% and 15% in the years ended December 31, of 2012 and 2011, respectively. Non-GAAP operating income and margins for the year ended December 31, 2012 exclude $0.4 million for an asset impairment charge, $5.6 million of stock-based compensation expense and $1.6 million of intangible asset amortization expense. Non-GAAP operating income and margins for the year ended December 31, 2011 exclude $7.1  million of stock-based compensation expense and $2.0 million of intangible asset amortization expense.

 

EBITDA—EBITDA for the year ended December 31, 2012 was $23.1 million, compared to EBITDA of $24.7 million for the year ended December 31, 2011.

Pre-tax Income—Pre-tax income for the year ended December 31, 2012 was $13.5  million, compared to pre-tax income of $13.2 million for the year ended December 31, 2011.

 

Net Income—Net income for the year ended December 31, 2012 was $7.1 million, or $0.34 per diluted share, compared to net income for the year ended December 31, 2011 of $6.7 million, or $0.31 per diluted share. Non-GAAP net income for the year ended December 31, 2012 was $12.6 million, or $0.61 per diluted share, compared to non-GAAP net income of $12.8 million, or $0.59 per diluted share for the year ended December 31, 2011. Non-GAAP net income and non-GAAP net income per diluted share for the year ended December 31, 2012 exclude $0.4 million for an asset impairment charge, $5.6 million of stock-based compensation expense and $1.6 million of intangible asset amortization expense, less $2.2 million for related income tax benefit. Non-GAAP net income and non-GAAP net income per diluted share for the year ended December 31, 2011 exclude $7.1 million of stock-based compensation expense and $2.0 million of intangible asset amortization expense, less $3.0 million for related income tax benefit.

Cash Flows and Cash Balance—Cash flows from operations for the year ended December 31, 2012 were $24.9 million, representing a  10%  increase compared to $22.5 million for the year ended December 31, 2011.

 

Cash and cash equivalents as of December 31, 2012 totaled $140.8 million, compared to $123.6 million as of December 31, 2011. The increase in cash and cash equivalents reflects $24.9 million of cash generated by

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operating activities in the year ended December 31, 2012. Partially offsetting this increase was $6.2 million of cash consideration paid to a partner, whereby the partner transferred certain of its existing Medicare plan members to us as the broker of record on the underlying policies, and $9.4 million used to repurchase 0.6 million shares of our common stock in 2012 as part of our stock repurchase programs. In 2012, eHealth completed a $30 million share repurchase program at an average per share price of $13.78 and announced and started an additional $30 million share repurchase program.

 

2013 Guidance

 

eHealth is providing guidance for the full year ending December 31, 2013 based on information available as of February 14, 2013. These expectations are forward-looking statements and eHealth assumes no obligation to update these statements. Results may be materially different and are affected by the risk factors and uncertainties identified in this release and in eHealth’s annual and quarterly filings with the Securities and Exchange Commission.

 

 

 

 

 

 

 

 

*  EBITDA is calculated by adding stock-based compensation expense, depreciation and amortization expense, including intangible asset amortization expense, other (income) expense, net and provision for income taxes to GAAP net income.

 

** Non-GAAP net income per diluted share is calculated by excluding stock-based compensation expense, intangible asset amortization expense and the estimated tax benefit relating to these expenses.

 

Webcast and Conference Call Information

A Webcast and conference call will be held today, Thursday, February 14, 2013 at 5:00 p.m. Eastern Time / 2:00 p.m. Pacific Time. The Webcast will be available live on the Investor Relations section on eHealth’s website at http://ir.ehealthinsurance.com. Individuals interested in listening to the conference call may do so by dialing 866-783-2137 for domestic callers and 857-350-1596 for international callers. The participant passcode is 76455009. A telephone replay will be available two hours following the conclusion of the call for a period of 30 days and can be accessed by dialing 888-286-8010 for domestic callers and 617-801-6888 for international callers. The call ID for the replay is 52162037. The live and archived webcast of the call will also be available on eHealth's website at http://www.ehealthinsurance.com under the Investor Relations section.

 

About eHealth, Inc.

eHealth, Inc. (NASDAQ: EHTH) is the parent company of eHealthInsurance, America’s first and largest private health insurance exchange where individuals, families and small businesses can compare health insurance products from leading insurers side by side and purchase and enroll in coverage online. eHealthInsurance offers thousands of individual, family and small business health plans underwritten by more than 180 of the nation's leading health insurance companies. eHealthInsurance is licensed to sell health insurance in all 50 states and the District of Columbia. Through the company’s eHealthTechnology solution (www.eHealthTechnology.com), eHealth is also a leading provider of health insurance exchange technology. eHealthTechnology’s exchange platform provides a suite of hosted e-commerce solutions that enable health plan providers, resellers and government entities to market and distribute products online. eHealth, Inc. also provides powerful online and pharmacy-based tools to help seniors navigate Medicare health insurance options, choose the right plan and enroll in select plans online through its wholly-owned subsidiary, PlanPrescriber.com (www.planprescriber.com) and through its Medicare website www.eHealthMedicare.com.

 

Forward-Looking Statements

This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These include statements regarding future events, our future performance,

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guidance for total revenue, stock-based compensation expense, EBITDA, non-GAAP net income per diluted share for the year ending December 31, 2012,  the utility to our investors of the non-GAAP financial measures presented is this release, our expectations regarding our future stock-based compensation costs and purchased intangible asset amoritization costs, and our estimates regarding income tax benefits. These forward-looking statements are inherently subject to various risks and uncertainties that could cause actual results to differ materially from the statements made, including risks associated with the impact of healthcare reform and medical loss ratio requirements; eHealth’s ability to maintain its relationship with health insurance carriers; eHealth’s success in marketing and selling Medicare-related health insurance plans; eHealth’s ability to hire, train and retain licensed health insurance agents for its Medicare business; the need for health insurance carrier and regulatory approvals in connection with the marketing of Medicare-related insurance products; government disapproval of our use of marketing material, including call center scripts and our websites, to sell Medicare-related health insurance products; costs of acquiring new members; weak economic conditions; consumer awareness of the availability and accessibility of affordable health insurance; changes in member conversion rates; lack of membership growth and retention rates; changes in products offered on eHealth’s ecommerce platform; changes in commission rates or carrier underwriting practices; maintaining and enhancing eHealth’s brand identity; system failures, capacity constraints, data loss or online commerce security risks; dependence on acceptance of the Internet as a marketplace for the purchase and sale of health insurance; dependence upon Internet search engines; reliance on marketing partners; timing of receipt and accuracy of commission reports; payment practices of health insurance carriers; competition; our operations in China; success of eHealth’s sponsorship and advertising business; the licensing of the use of eHealth’s technology or our performance of services pursuant to government contracts; protection of intellectual property and defense of intellectual property rights claims; legal liability, regulatory penalties and negative publicity;changes in our management and key employees; management of business expansion and diversification; seasonality; impact of acquisitions, including risks associated with not realizing anticipated synergies and opportunities with respect to PlanPrescriber, Inc.; underperformance by PlanPrescriber, Inc.; PlanPrescriber’s maintenance of its relationships with its pharmacy and other partners that serve as a source of Medicare-related leads; government approval of marketing material, including websites relating to PlanPrescriber partner Medicare product lead referrals; maintenance of proper and effective internal controls; impact of provisions for income taxes; changes in laws and regulations, including with respect to the marketing and sale of Medicare plans; compliance with insurance and other laws and regulations; exposure to security risks; and the performance, reliability and availability of eHealth’s ecommerce platform and underlying network infrastructure.  Other factors that could cause operating, financial and other results to differ are described in eHealth’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K filed with the Securities and Exchange Commission and available on the investor relations page of eHealth’s website at http://www.ehealthinsurance.com and on the Securities and Exchange Commission’s website at www.sec.gov. eHealth does not undertake any obligation to update any forward-looking statement to conform the statement to actual results or changes in expectations.

 

Non-GAAP Financial Information

This press release includes financial measures that are not in accordance with generally accepted accounting principles in the United States (GAAP). To supplement eHealth’s condensed consolidated financial statements presented in accordance with GAAP, eHealth presents investors with certain non-GAAP financial measures, including non-GAAP operating income; non-GAAP operating margins; earnings before interest, taxes, depreciation and amortization (EBITDA); non-GAAP net income and non-GAAP net income per diluted share.

 

 

 

 

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eHealth believes that the presentation of these non-GAAP financial measures provide important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provides consistency and comparability with the Company’s past financial reports. Management also believes that the exclusion of the items described above provides an additional measure of the Company’s operating results and facilitates comparisons of the Company’s core operating performance against prior periods and business model objectives. This information is provided to investors in order to facilitate additional analyses of past, present and future operating performance and as a supplemental means to evaluate the Company’s ongoing operations. Externally, the Company believes that these non-GAAP financial measures are useful to investors in their assessment of the Company’s operating performance.

 

Non-GAAP operating income, non-GAAP operating margins, EBITDA, non-GAAP net income and non-GAAP net income per diluted share are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures used in this press release have limitations in that they do not reflect all of the revenue and costs associated with the operations of the Company’s business and do not reflect income tax as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of eHealth’s results as reported under GAAP. The Company expects to continue to incur the stock-based compensation costs and purchased intangible asset amortization costs described above, and exclusion of these costs, and their related income tax benefits, from non-GAAP financial measures should not be construed as an inference that these costs are unusual or infrequent. The Company compensates for these limitations by prominently disclosing GAAP operating income, GAAP operating margins, GAAP net income and GAAP net income per diluted share and providing investors with reconciliations from the Company’s GAAP operating results to the non-GAAP financial measures for the relevant periods.

 

The accompanying tables provide more details on the GAAP financial measures that are most directly comparable to the non-GAAP financial measures described above and the related reconciliations between these financial measures.

 

Investor Relations Contact:

Kate Sidorovich CFA

Vice President, Investor Relations

440 East Middlefield Road 

Mountain View,  CA 94043 

(650) 210-3111

kate.sidorovich@ehealth.com

http://ir.ehealthinsurance.com

 

Media Contact:

Brian Mast 

Vice President Communications

440 East Middlefield Road 

Mountain View,  CA 94043 

(650) 210-3149

brian.mast@ehealth.com 

http://www.ehealthinsurance.com 

(Tables to Follow)

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EHEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

 

 

 

 

 

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EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts, unaudited)

 

 

 

 

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EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

 

 

 

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EHEALTH, INC.

SUMMARY OF SELECTED METRICS

(Unaudited)

 

 

 

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Notes:

 

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EHEALTH, INC.

GAAP TO NON-GAAP RECONCILIATION

FOR THE THREE MONTHS ENDED DECEMBER 31, 2012

(In thousands, except per share amounts, unaudited)

 

Statement of Income Reconciliation

 

 

Explanation of adjustments

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EHEALTH, INC.

GAAP TO NON-GAAP RECONCILIATION

FOR THE THREE MONTHS ENDED DECEMBER 31, 2011

(In thousands, except per share amounts, unaudited)

 

Statement of Income Reconciliation

 

 

Explanation of adjustments

 

 

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EHEALTH, INC.

GAAP TO NON-GAAP RECONCILIATION

FOR THE YEAR FISCAL ENDED DECEMBER 31, 2012

(In thousands, except per share amounts, unaudited)

 

Statement of Income Reconciliation

 

 

Explanation of adjustments

 

 

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EHEALTH, INC.

GAAP TO NON-GAAP RECONCILIATION

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

(In thousands, except per share amounts, unaudited)

 

Statement of Income Reconciliation

 

 

Explanation of adjustments