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): October 24, 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 October 24, 2013, eHealth, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September  30, 2013. 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 Third Quarter 2013 Results

Third Quarter 2013 Overview

 

MOUNTAIN VIEW, Calif.—October 24, 2013—eHealth, Inc. (NASDAQ: EHTH), the nation’s first and largest private health insurance exchange, announced today its financial results for the third quarter ended September  30, 2013.  

 

Gary Lauer, chief executive officer of eHealth, stated, “We are pleased with our third quarter results that point to continued strong growth in our revenues and membership base. During the quarter, we made preparations for the first ever Open Enrollment Period under the Affordable Care Act as well as this year’s Medicare Annual Enrollment Period. We believe that eHealth is well positioned to generate strong consumer demand in these fast growing markets.”

 

Third Quarter 2013 Results

 

Revenue—Revenue for the third quarter of 2013 totaled $42.0 million, a 12% increase compared to $37.6 million for the third quarter of 2012. Commission revenue for the third quarter of 2013 totaled $36.0 million, a 15% increase compared to $31.3 million for the third quarter of 2012. Medicare revenue was $6.7 million for the third quarter of 2013, a 7% increase compared to $6.3 million for the third quarter of 2012. Medicare commission revenue grew 33% compared to the third quarter of 2012.

 

Submitted Applications—Submitted applications for individual and family products increased 3% in the third quarter of 2013 to 123,300 applications, compared to 120,100 applications in the third quarter of 2012. Approved members for individual and family products increased 13% in the third quarter of 2013 compared to the third quarter of 2012.

 

Membership—Total estimated membership at September 30, 2013 was 1,147,100 members, a 24% increase over estimated membership of 926,600 at September 30, 2012. Estimated individual and family plan membership was 765,500, representing a  10% increase over estimated membership of 698,600 at September 30, 2012. Estimated Medicare membership was 85,300, a 76% increase over estimated membership of 48,400 at September 30, 2012. Total approved members, including individual and family plan, Medicare plan and other product members, increased 21% to 210,700 members in the third quarter of 2013, compared to 174,500 in the third quarter of 2012.

 

Income from Operations—Operating income was $0.4 million for the third quarter of 2013, compared to $1.1 million for the third quarter of 2012. Operating margins were 1% and 3% in the third quarters of 2013 and 2012, respectively. Non-GAAP operating income for the third quarter of 2013 was $2.7 million, compared to $2.8 million for the third quarter of 2012. Non-GAAP operating margins were 6% and 7% in the third quarters of 2013 and 2012, respectively. Non-GAAP operating income and margins in the third quarter of 2013 exclude $1.9 million of stock-based compensation expense and $0.4 million of intangible asset amortization expense. Non-GAAP operating income and margins in the third quarter of 2012 exclude $1.3 million of stock-based compensation expense and $0.4 million of intangible asset amortization expense.

 

 

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EBITDA—EBITDA was $3.6 million for the third quarter of 2013, compared to $3.4 million for the third quarter of 2012. EBITDA is calculated by adding stock-based compensation, depreciation and amortization expense, including intangible asset amortization expense, other (income) expense, net and provision for income taxes to GAAP net income.

 

Pre-tax Income—Pre-tax income was $0.4 million for the third quarter of 2013, compared to $1.1 million for the third quarter of 2012.

 

Net Income—Net income for the third quarter of 2013 and the third quarter of 2012 was $0.2 million, or $0.01 per diluted share. Non-GAAP net income for the third quarter of 2013 was $1.6 million, or $0.08 per diluted share, compared to non-GAAP net income of $1.8 million, or $0.09 per diluted share for the third quarter of 2012. Non-GAAP net income and non-GAAP net income per diluted share in the third quarter of 2013 exclude $1.9 million of stock-based compensation expense and $0.4 million of intangible asset amortization expense, less $0.9 million for related income tax benefit. Non-GAAP net income and non-GAAP net income per diluted share in the third quarter of 2012 exclude $1.3 million of stock-based compensation expense and $0.4 million of intangible asset amortization expense, less $0.1 million for related income tax benefit.

 

Cash Flows and Cash Balance—Cash flow from operations for the third quarter of 2013 was $8.7 million, compared to $6.9 million in the third quarter of 2012.

 

Year-to-Date Results

 

Revenue—Revenue totaled $125.0 million for the nine months ended September 30, 2013, a 13% increase compared to revenue of $110.2 million for the nine months ended September 30, 2012. Medicare revenue was approximately $22.7 million in the nine months ended September 30, 2013, a 28% increase compared to Medicare revenue of $17.7 million for the nine months ended September 30, 2012.

Income from Operations—Operating income for the nine months ended September 30, 2013 was $6.4 million, compared to income from operations of $9.1 million for the nine months ended September 30, 2012. Operating margins were 5% for the nine-month period ended September 30, 2013, compared to 8% for the nine-month period ended September 30, 2012.

 

EBITDA—EBITDA for the nine months ended September 30, 2013 was $15.1 million, compared to EBITDA of $16.4 million for the nine months ended September 30, 2012.  

Pre-tax Income—Pre-tax income for the nine months ended September 30, 2013 was $6.3 million, compared to pre-tax income of $9.2 million for the nine months ended September 30, 2012.

Net Income—Net income for the nine months ended September 30, 2013 was $3.7 million, or $0.18 per diluted share, compared to net income for the nine months ended September 30, 2012 of $4.6 million, or $0.23 per diluted share.

Cash Flows—Cash flow from operations for the nine months ended September 30, 2013 was $14.8 million, a 25% decrease, compared to $19.7 million for the nine months ended September 30, 2012.

 

Cash Balance—Cash and cash equivalents as of September 30, 2013 totaled $97.8 million, compared to $140.8 million as of December 31, 2012. The decrease in cash and cash equivalents reflects $59.0 million of cash used to repurchase 2.9 million shares of our common stock in the nine months ended September 30, 2013 as part of stock repurchase programs.  

 

2013 Guidance

 

eHealth is reaffirming guidance for the full year ending December 31, 2013 based on information available as of October 24, 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.

 

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*  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 from GAAP net income 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, October 24, 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 866-953-6859 for domestic callers and 617-399-3483 for international callers. The participant passcode is 93769221. 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 75194049. 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, the nation’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 200 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 positioning to generate strong consumer demand in future periods, our future performance, guidance for total revenue, stock-based compensation expense, EBITDA, non-GAAP net income per diluted share for the year ending December 31, 2013, the estimated tax benefits relating to stock-based compensation and intangible asset amortization expenses, the utility to our investors of the non-GAAP financial measures presented in this release and the impact of a tax benefit on our future operating cash flows. 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 ability serve as a source of both subsidized and non-subsidized individuals; eHealth’s ability to enter into relationships with new health insurance carriers, eHealth’s ability to expand the inventory of plans and products available on its website and through its call centers, particularly with respect to the sale of Medicare-related products; 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,

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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; 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 relationships that serve as a source of Medicare-related leads; maintenance of proper and effective internal controls; impact of provisions for income taxes; changes in laws and regulations, including in connection with healthcare reform and/or 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.

 

 

 

 

 

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

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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)

 

 

 

 

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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 SEPTEMBER 30, 2013

(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 SEPTEMBER 30, 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 NINE MONTHS ENDED SEPTEMBER 30, 2013

(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 NINE MONTHS ENDED SEPTEMBER 30, 2012

(In thousands, except per share amounts, unaudited)

 

Statement of Income Reconciliation

 

 

Explanation of adjustments