Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2019	Apr. 30, 2019
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus (Q1,Q2,Q3,FY)	Q1
Trading Symbol	EHTH
Entity Registrant Name	eHealth, Inc.
Entity Central Index Key	0001333493
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding (in shares)		22,649,067

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 135,475	$ 13,089
Accounts receivable	3,381	3,601
Commissions receivable—current	113,834	134,190
Prepaid expenses and other current assets	6,483	5,288
Total current assets	259,173	156,168
Commissions receivable—non-current	214,377	211,668
Property and equipment, net	7,963	7,684
Operating lease right-of-use assets	25,730
Other assets	12,059	11,276
Intangible assets, net	11,702	12,249
Goodwill	40,233	40,233
Total assets	571,237	439,278
Current liabilities:
Accounts payable	4,360	5,688
Accrued compensation and benefits	11,373	20,763
Accrued marketing expenses	3,866	11,013
Earnout liability—current	26,500	20,730
Lease liabilities—current	3,430
Other current liabilities	5,528	2,425
Total current liabilities	55,057	60,619
Debt	0	5,000
Earnout liability—non-current	0	19,270
Deferred income taxes—non-current	44,358	47,901
Lease liabilities—non-current	24,150
Other non-current liabilities	2,022	3,339
Stockholders’ equity:
Common stock	34	31
Additional paid-in capital	445,652	298,024
Treasury stock, at cost	(199,998)	(199,998)
Retained earnings	199,806	204,965
Accumulated other comprehensive income	156	127
Total stockholders’ equity	445,650	303,149
Total liabilities and stockholders’ equity	$ 571,237	$ 439,278

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue
Total revenue	$ 68,773	$ 43,070
Operating costs and expenses:
Cost of revenue	(77)	152
Marketing and advertising	23,941	15,002
Customer care and enrollment	19,944	13,239
Technology and content	9,017	8,341
General and administrative	11,278	10,691
Acquisition costs	0	58
Change in fair value of earnout liability	13,306	0
Restructuring	0	1,856
Amortization of intangible assets	547	451
Total operating costs and expenses	77,956	49,790
Loss from operations	(9,183)	(6,720)
Other income, net	557	184
Loss before benefit from income taxes	(8,626)	(6,536)
Benefit from income taxes	(3,467)	(1,691)
Net loss	$ (5,159)	$ (4,845)
Net loss per share:
Basic and diluted (in usd per share)	$ (0.24)	$ (0.26)
Weighted-average number of shares used in per share amounts:
Basic and diluted (in shares)	21,831	18,873
Foreign currency translation adjustment, net of taxes	$ 29	$ 65
Comprehensive loss	(5,130)	(4,780)
Commission
Revenue
Total revenue	64,227	40,707
Other
Revenue
Total revenue	$ 4,546	$ 2,363

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Income
Beginning balance (in shares) at Dec. 31, 2017		29,880		(11,238)
Beginning Balance at Dec. 31, 2017	$ 286,664	$ 30	$ 281,706	$ (199,998)	$ 204,725	$ 201
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards (in shares)		60
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards	109		109
Common stock traded for employee tax obligation	(286)		(286)
Common stock traded for employee tax obligation (in shares)				(16)
Stock issued for acquisition (in shares)		295
Stock issued for acquisition	5,595		5,595
Stock-based compensation expense	2,801		2,801
Foreign currency translation adjustment, net of taxes	65					65
Net loss	(4,845)				(4,845)
Ending balance (in shares) at Mar. 31, 2018		30,235		(11,254)
Ending Balance at Mar. 31, 2018	290,103	$ 30	289,925	$ (199,998)	199,880	266
Beginning balance (in shares) at Dec. 31, 2018		30,863		(11,426)
Beginning Balance at Dec. 31, 2018	303,149	$ 31	298,024	$ (199,998)	204,965	127
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards (in shares)		172
Issuance of common stock in connection with exercise of common stock options and release of vested restricted stock units, net of cash used to net settle equity awards	2,367		2,367
Common stock traded for employee tax obligation	(1,280)		(1,280)
Common stock traded for employee tax obligation (in shares)				(24)
Stock issued in equity offering (in shares)		2,760
Stock issued in equity offering	126,054	$ 3	126,051
Stock issued for acquisition (in shares)		295
Stock issued for acquisition	17,261		17,261
Stock-based compensation expense	3,229		3,229
Foreign currency translation adjustment, net of taxes	29					29
Net loss	(5,159)				(5,159)
Ending balance (in shares) at Mar. 31, 2019		34,090		(11,450)
Ending Balance at Mar. 31, 2019	$ 445,650	$ 34	$ 445,652	$ (199,998)	$ 199,806	$ 156

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating activities
Net loss	$ (5,159)	$ (4,845)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income taxes	(3,543)	(1,736)
Depreciation and amortization	655	619
Amortization of internally developed software	719	477
Amortization of intangible assets	547	451
Stock-based compensation expense	3,229	2,801
Change in fair value of earnout liability	13,306	0
Other non-cash items	(1,194)	389
Changes in operating assets and liabilities:
Accounts receivable	221	807
Commissions receivable	17,648	22,409
Prepaid expenses and other assets	1,111	(1,793)
Accounts payable	(768)	(567)
Accrued compensation and benefits	(9,390)	(6,912)
Accrued marketing expenses	(7,147)	(1,891)
Accrued restructuring charges	0	1,053
Deferred revenue	2,897	(289)
Accrued expense and other liabilities	(383)	(236)
Net cash provided by operating activities	12,749	10,737
Investing activities
Capitalized internal-use software and website development costs	(1,487)	(989)
Purchases of property and equipment and other assets	(1,509)	(217)
Acquisition of business, net of cash acquired	0	(14,929)
Net cash used in investing activities	(2,996)	(16,135)
Financing activities
Proceeds from issuance of common stock, net of issuance costs	126,051	0
Net proceeds from exercise of common stock options	2,367	109
Cash used to net-share settle equity awards	(1,280)	(286)
Payment of debt	(5,000)	0
Acquisition-related contingent payments	(9,542)	0
Principal payments in connection with finance leases	(25)	(26)
Net cash provided by (used in) financing activities	112,571	(203)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	62	50
Net increase (decrease) in cash, cash equivalents and restricted cash	122,386	(5,551)
Cash, cash equivalents and restricted cash at beginning of period	13,089	40,293
Cash, cash equivalents and restricted cash at end of period	$ 135,475	$ 34,742

Summary of Business and Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Summary of Business and Significant Accounting Policies

Description of Business—eHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is a leading private health insurance exchange for individuals, families and small businesses in the United States. Through our website addresses (www.eHealth.com, www.eHealthInsurance.com, www.eHealthMedicare.com, www.Medicare.com, www.PlanPrescriber.com and www.GoMedigap.com), consumers can get quotes from leading health insurance carriers, compare plans side-by-side, and apply for and purchase Medicare-related, individual and family, small business and ancillary health insurance plans. We actively market the availability of Medicare-related insurance plans and offer Medicare plan comparison tools and educational materials for Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. Our ecommerce technology also enables us to deliver consumers’ health insurance applications electronically to health insurance carriers. We are licensed to market and sell health insurance in all 50 states and the District of Columbia.

Basis of Presentation—The accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 and the condensed consolidated statements of comprehensive loss for the three months ended March 31, 2019 and 2018, the condensed consolidated statements of stockholders' equity, and the condensed consolidated statements of cash flows for the three months ended March 31, 2019 and 2018, respectively, are unaudited. The condensed consolidated balance sheet data as of December 31, 2018 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the Securities and Exchange Commission on March 14, 2019. The accompanying statements should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K.

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. However, the Company believes the disclosures made are adequate to make the information not misleading. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018 and include all adjustments necessary for the fair presentation of our financial position as of March 31, 2019 and December 31, 2018, our results of operations for the three months ended March 31, 2019 and 2018 and our cash flows for the three months ended March 31, 2019 and 2018. The results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for any subsequent period or for the fiscal year ending December 31, 2019 and therefore should not be relied upon as an indicator of future results.

Principles of Consolidation—The condensed 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 condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles.

Operating Segments—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 operations. The performance measures of our segments include total revenue and profit. Our business structure is comprised of two operating segments:

•Medicare; and

•Individual, Family and Small Business

The Medicare segment consists primarily of commissions earned 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 customers, including but not limited to, dental and vision insurance, as well as our advertising program that allows Medicare-related carriers to purchase advertising on a separate website developed, hosted and maintained by us and our delivery and sale to third parties of Medicare-related health insurance leads generated by our ecommerce platforms and our marketing activities.

The Individual, Family and Small Business segment consists primarily of commissions earned from our sale of individual and family and small business health insurance plans and ancillary products sold to our non-Medicare-eligible customers, including but not limited to, dental, vision, and short-term insurance. To a lesser extent, the Individual, Family and Small Business segment consists of amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets in a sponsorship area on our website, our licensing to third parties the use of our health insurance ecommerce technology and our delivery and sale to third parties of individual and family health insurance leads generated by our ecommerce platforms and our marketing activities.

Marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses that are directly attributable to a segment are reported within the applicable segment. Indirect marketing and advertising, customer care and enrollment and technology and content operating expenses are allocated to each segment based on usage. Other indirect general and administrative operating expenses are managed in a corporate shared services environment and, since they are not the responsibility of segment operating management, are not allocated to the two operating segments and are presented as a reconciling item to our consolidated financial results.

Segment profit is calculated as total revenue for the applicable segment less direct and allocated marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses, excluding stock-based compensation, depreciation and amortization expense and amortization of intangible assets.

Use of Estimates—The preparation of condensed 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 condensed consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the useful lives of intangible assets, fair value of investments, recoverability of intangible assets, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, provision for income taxes 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.

Seasonality—A greater number of our Medicare-related health insurance plans are sold in our fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. As a result, our Medicare plan-related commission revenue is highest in our fourth quarter.

The majority of our individual and family health insurance plans are sold in the fourth quarter during the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state.

Cash Equivalents—We consider all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents are stated at fair value.

Revenue Recognition—We are compensated by the receipt of commission payments from health insurance carriers whose health insurance policies are purchased through our ecommerce platforms or our customer care centers. We may also receive commission bonuses based on our attaining predetermined target sales levels for Medicare, individual and family, small business and ancillary health insurance products, or other objectives, as determined by the health insurance carrier, which we recognize as commission revenue when we achieve the predetermined target sales levels or other objectives. In addition, we also generate revenue from non-commission revenue sources, which include online sponsorship and advertising, technology licensing and lead referrals. Payment is typically received within 60 days of approval.

We account for revenue under ASC 606—Revenue from Contracts with Customers. 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 in accordance with the following five steps outlined in ASC 606:

•

Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

•

Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract.


•	Determination of the transaction price. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer.

•

Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price ("SSP") basis.


•	Recognition of revenue when, or as, we satisfy a performance obligation. We satisfy performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer.

Commission Revenue—Our commission revenue is primarily comprised of commissions paid to us by health insurance carriers related to insurance plans that have been purchased by a member through our health insurance exchange service. We define a member as an individual currently covered by an insurance plan, which include Medicare-related, individual and family, small business and ancillary plans. We are compensated by the health insurance carrier, which we define as our customer.

We typically enter into contractual agency relationships with health insurance carriers that are non-exclusive and terminable on short notice by either party for any reason. In addition, health insurance carriers often have the ability to terminate or amend our agreements unilaterally on short notice, including provisions in our agreements relating to the commission rates paid to us by the health insurance carriers. The amendment or termination of an agreement we have with a health insurance carrier may adversely impact the commissions we are paid on health insurance plans purchased from the carrier by means of our health insurance exchange services.

For both Medicare Advantage and Medicare Part D prescription drug plans, we receive a fixed, annual commission payment from insurance carriers once the plan is approved by the carrier and either a fixed, monthly or annual commission payment beginning with and subsequent to the second plan year. In the first plan year of a Medicare Advantage and Medicare Part D prescription drug plan, after the health insurance carrier approves the application but during the effective year of the plan, we are paid a fixed commission that is prorated for the number of months remaining in the calendar year. Additionally, if the plan is the first Medicare Advantage or Medicare Part D plan issued to the member, we may receive a higher commission rate that covers a full twelve-month period, regardless of the month the plan was effective. We earn commission revenue for Medicare Advantage and Medicare Part D prescription drug plans for which we are the broker of record, typically until either the policy is cancelled or we otherwise do not remain the agent on the policy.

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 during the period that a member maintains coverage under a plan. Premium-based commissions are reported to us after the premiums are collected by the carrier, generally on a monthly basis. We generally continue to receive the commission payment from the relevant insurance carrier until the health insurance plan is cancelled or we otherwise do not remain the agent on the policy.

We utilize a practical expedient to estimate commission revenue for each insurance product by applying the use of a portfolio approach to group approved members by the effective month of the relevant policy (referred to as a “cohort”). This allows us to estimate the commissions we expect to collect for each approved member cohort by evaluating various factors, including but not limited to, contracted commission rates, carrier mix and expected member churn.

For Medicare-related, individual and family and ancillary health insurance plans, our services are complete once a submitted application is approved by the relevant health insurance carrier. Accordingly, we recognize commission revenue based upon the total estimated lifetime commissions we expect to receive for selling the plan after the carrier approves an application, net of an estimated constraint. We refer to these estimated and constrained lifetime values as the "constrained LTV" for the plan. 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. Our estimate of 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 member churn and forecasting the commission amounts likely to be received per member. These assumptions are based on historical trends and incorporate management’s judgment in interpreting those trends and in applying constraints discussed below. To the extent we make changes to the assumptions, we will recognize any material impact of the changes to commission revenue in the reporting period in which the change is made, including revisions of estimated lifetime commissions either below or in excess of previously estimated constrained LTV recognized as revenue.

For Medicare-related, individual and family and ancillary health insurance plans, we apply constraints to determine the amount of commission revenue to recognize per approved member. The constraints are applied 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 from the plan is subsequently resolved. We evaluate the appropriateness of these constraints on at least an annual basis, including assessing factors affecting our estimate of the estimated lifetime value of commissions per approved member based on current trends impacting our business and assessing whether any adjustment to those constraints should be made. We update the assumptions when we observe a sufficient level of evidence that would suggest that the long term expectation of the assumption has changed.

For the three months ended March 31, 2019 and 2018, the constraints applied to the total estimated lifetime commissions we expect to receive for selling the plan after the carrier approves an application in order to derive the constrained lifetime value of commissions per approved member are as follows:



	Three Months Ended
	March 31,
	2019		2018
Medicare
Medicare Advantage	7	%	7	%
Medicare Supplement	5	%	5	%
Medicare Part D	5	%	5	%

Individual and Family
Non-Qualified Health Plans	15	%	15	%
Qualified Health Plans	20	%	20	%

Ancillaries	10	%	10	%

Small Business	—	%	—	%

Other Revenue—Our 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 monthly 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 based on attainment of metrics. We also offer Medicare advertising services, which include website development, hosting and maintenance. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue ratably over the service period.

Our commercial technology licensing business 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 ratably on a straight-line basis over the estimated term of the customer relationship (generally the initial term of the agreement), commencing once the technology is available for use by the third party, and a performance fee based on metrics such as submitted health insurance applications. The metrics used to calculate performance fees for both sponsorship and advertising and technology licensing are based on performance criteria that are either measured based on data tracked by us, or based on data tracked by the third party. 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 have been met. In instances where the performance criteria data is tracked by the third party, we recognize revenue at amounts in which reversal of such amounts is not likely to occur. Typically, this occurs through our receipt of a cash payment from the third party along with a detailed statement containing the data that is tracked by the third party.

Deferred Revenue—Deferred revenue includes deferred technology licensing implementation fees and amounts billed for or collected from 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 straight-line revenue recognized to date.

Disaggregation of Revenue—The table below depicts the disaggregation of revenue by product for the three months ended March 31, 2019 and 2018 and is consistent with how we evaluate our financial performance (in thousands):



	Three Months Ended
	March 31, 2019		March 31, 2018
Commission Revenue:
Medicare
Medicare Advantage	$	39,843	$	21,935
Medicare Supplement	8,597		5,592
Medicare Part D	2,336		1,159
Total Medicare	50,776		28,686
Individual and Family ⁽¹⁾
Non-Qualified Health Plans	2,629		1,441
Qualified Health Plans	3,508		2,162
Total Individual and Family	6,137		3,603
Ancillaries
Short-term	1,316		1,250
Dental	790		1,219
Vision	462		340
Other	951		2,771
Total Ancillaries	3,519		5,580
Small Business	2,640		2,359
Commission Bonus	1,155		479
Total Commission Revenue	64,227		40,707
Other Revenue	4,546		2,363
Total Revenue	$	68,773	$	43,070



(1)	We define our Individual and Family Plan offerings as major medical individual and family health insurance plans, which does 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 are individual and family health insurance plans that 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 are individual and family health insurance plans that meet the requirements of the Affordable Care Act and are not offered through the 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.

Incremental Costs to Obtain a Contract

We reviewed our sales compensation plans, which are directed at converting leads into approved members, and concluded that they are 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.

Accounting Pronouncement Not Yet Adopted

Financial Instruments—Credit Losses (Topic 326)—In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), which amends the guidance for accounting for assets which are potentially subject to credit risk. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for us beginning January 1, 2020 using a modified retrospective transition method. We are still in process of assessing the impact, if any, this ASU will have on our condensed consolidated financial statements.

Recently Adopted Accounting Pronouncement

Leases (Topic 842)—In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement, and presentation of expenses will depend on classification as a finance or operating lease; for lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct finance leases. The guidance also eliminates existing real estate-specific provisions for all entities. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. We adopted the standard using the modified retrospective method on January 1, 2019. As a result of adopting the ASU, as of January 1, 2019, we recorded an increase to our right-of-use asset and lease liability of $23.3 million and $24.6 million, respectively, which are discussed in Note 11—Leases in the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Acquisition

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Acquisition

On January 22, 2018, we completed our acquisition of all outstanding membership interests of Wealth, Health and Life Advisors, LLC, more commonly known as GoMedigap, a technology-enabled provider of Medicare Supplement enrollment services. This acquisition is expected to enhance our growing presence in the Medicare Supplement market and put us in a stronger position with carriers and strategic partners. The acquisition consideration consisted of cash of $15.0 million, less $0.1 million cash acquired, and 294,637 shares of our common stock. In addition, the members are entitled to receive earnout payments ("Earnout Consideration") consisting of up to $20 million in cash and 589,275 shares of our common stock. The Earnout Consideration becomes payable, subject to the terms and conditions of the purchase agreement relating to the acquisition, upon the final determination of the achievement of certain milestones in 2018 and 2019.

The GoMedigap acquisition was accounted for using the acquisition method of accounting under ASC 805—Business Combinations. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The major classes of assets and liabilities to which we have preliminarily allocated the acquisition consideration were as follows (in thousands):



Acquisition Consideration
Cash paid	$	15,000
Fair value of equity awards issued to GoMedigap members ⁽¹⁾	5,595
Estimated fair value of earnout liability	27,700
	$	48,295
Allocation
Cash and cash equivalents	$	71
Commission receivable—current	4,371
Prepaid expenses and other current assets	11
Commission receivable—non-current	11,103
Property and equipment, net	174
Accounts payable	(110		)
Accrued compensation and benefits	(132		)
Other current liabilities	(130		)
Net tangible assets acquired	15,358
Intangible assets	6,800
Goodwill	26,137
Total intangible assets acquired	32,937
Total net assets acquired	$	48,295

(1) The fair value of equity awards issued was determined based on the January 22, 2018 closing price of our common stock of $18.99.

Goodwill and Intangible Assets—Goodwill represents the excess of the purchase price of the acquired business over the acquisition date fair value of the net assets acquired. Goodwill is primarily attributable to the assembled workforce, new product development capabilities and anticipated synergies and economies of scale expected from the operations of the combined company. The goodwill was assigned to our Medicare segment. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year or whenever events or changes in circumstances indicate that the asset may be impaired. Factors that we consider in deciding when to perform an impairment test include significant negative industry or economic trends or significant changes or planned changes in our use of the intangible assets. Goodwill will be deductible for tax purposes over 15 years.

Earnout liability—The earnout liability represents the fair value of the Earnout Consideration payable and will be adjusted to fair value at each reporting date until settled. Changes in fair value will be recognized in operations while changes in the earnout liability due to the passage of time will be recognized as other expense. The earnout liability will be adjusted to the extent the specified enrollment targets are not achieved. The first earnout liability settlement was made during the three months ended March 31, 2019, which consisted of a $9.5 million cash payment as well as a $17.3 million non-cash issuance of common stock. The second payment is expected to be made in the first quarter of 2020. See Note 4—Fair Value Measurement for additional information regarding change in fair value of the earnout liability for the three months ended March 31, 2019.

Fair Value Measurements—The assets acquired and liabilities assumed of GoMedigap have been recognized at fair value in accordance with ASC 820—Fair Value Measurement. ASC 820 defines fair value as the price that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires three levels of hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy level assigned to each asset and liability is based on the assessment of the transparency and reliability of inputs used in the valuation of such items based on the lowest level of input that is significant to fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

Assets acquired and liabilities assumed measured and reported at fair value are classified in one of the following categories based on inputs:



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; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability.
Level 3	Unobservable inputs for the asset or liability.

The fair value of prepaid expenses and other current assets, property and equipment, net, accounts payable, accrued compensation and benefits and other current liabilities approximated their carrying value at the date of acquisition. The fair value of commissions receivable was determined using a discount rate of interest, which is a Level 2 input. Intangible assets and the earnout liability were valued using Level 3 inputs.

The fair values of the acquired intangible assets were determined using the profit allocation method, which is based on determining the estimated royalties we are relieved from paying because we own the assets.

The fair value of the earnout liability was measured using probability-weighted analysis and is discounted using a rate that appropriately captures the risk associated with the obligation. Key assumptions included new enrollments and volatility for the years ended December 31, 2018 and ending December 31, 2019 and eHealth’s simulated stock price at the time of payment. The Earnout Consideration payable was part of the acquisition consideration and will be adjusted to fair value at each reporting date until settled. The fair value adjustments to the earnout liability during the three months ended March 31, 2019 totaled $13.3 million. We will continue to update the key assumptions each period and record any fair value adjustments, as necessary.

Following are the details of the acquisition consideration allocated to the intangible assets acquired (in thousands):



Technology	$	2,000
Trade names, trademarks and website addresses	4,800
Total intangible assets	$	6,800

We will amortize the existing technology and trade name using a straight-line method over an estimated life of 3 and 10 years, respectively. The estimated useful lives are based on the time periods during which the intangibles are expected to result in incremental cash flows.

We incurred $0.1 million acquisition-related costs during the first quarter of 2018, which were expensed as incurred.

Balance Sheet Accounts

3 Months Ended

Mar. 31, 2019

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Accounts

Cash and Cash Equivalents—As of March 31, 2019 and December 31, 2018, our cash equivalents consisted of money market accounts that invested in U.S. government-sponsored enterprise bonds and discount notes, U.S. government treasury bills and notes and repurchase agreements collateralized by U.S. government obligations. As of March 31, 2019 and December 31, 2018, our cash equivalents carried no unrealized gains or losses. We had no restricted cash as of March 31, 2019.

As of March 31, 2019 and December 31, 2018, our cash and cash equivalent balances were invested as follows (in thousands):



	March 31, 2019		December 31, 2018
Cash	$	27,501	$	12,766
Money market funds	107,974		323
Total cash and cash equivalents	$	135,475	$	13,089

Total Accounts Receivable—We do not require collateral or other security for our total accounts receivable. We believe the potential for collection issues with any of our customers was minimal as of March 31, 2019. Accordingly, our estimate for uncollectible amounts at March 31, 2019 was immaterial. Total accounts receivable as of March 31, 2019 and December 31, 2018 was comprised of the following (in thousands):



	March 31, 2019		December 31, 2018
Accounts receivable	$	3,381	$	3,601
Commissions receivable—current	113,834		134,190
Commissions receivable—non-current	214,377		211,668
Total accounts receivable	$	331,592	$	349,459

Concentration of Credit Risk—Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents and total accounts receivable (which includes commissions 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.

We do not require collateral or other security for our total accounts receivable. Carriers that represented 10% or more of our total accounts receivable balance of $331.6 million and $349.5 million as of March 31, 2019 and December 31, 2018, respectively, were as follows (in thousands):



	March 31, 2019		December 31, 2018
UnitedHealthcare ⁽¹⁾	20	%	19	%
Humana	18	%	19	%
Aetna⁽²⁾	20	%	19	%


(1)	UnitedHealthcare also includes other carriers owned by UnitedHealthcare.


(2)	Aetna also includes other carriers owned by Aetna.

Prepaid Expenses and Other Current Assets—Prepaid expenses and other current assets consisted of the following (in thousands):



	March 31, 2019		December 31, 2018
Prepaid maintenance contracts	$	2,778	$	1,937
Equity issuance costs	—		294
Prepaid insurance	213		161
Prepaid rent	324		324
Income tax receivable	1,108		1,108
Prepaid advertising	610		62
Other current assets	1,450		1,402
Total prepaid expenses and other current assets	$	6,483	$	5,288

Intangible Assets—The carrying amounts, accumulated amortization, net carrying value and weighted average remaining life of our definite-lived amortizable intangible assets, as well as our indefinite-lived intangible trademarks, are presented in the tables below for (dollars in thousands, weighted-average remaining life in years):



	March 31, 2019								December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted-Average Remaining Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Technology	$	2,000	$	(778	)	$	1,222	1.8	$	2,000	$	(611	)	$	1,389
Pharmacy and customer relationships	9,500		(8,471		)	1,029		1.1	9,500		(8,234		)	1,266
Trade names, trademarks and website addresses	5,700		(1,363		)	4,337		8.7	5,700		(1,220		)	4,480
Total intangible assets subject to amortization	$	17,200	$	(10,612	)	6,588			$	17,200	$	(10,065	)	7,135
Indefinite-lived trademarks and domain names						5,114		Indefinite						5,114
Total intangible assets						$	11,702							$	12,249

As of March 31, 2019, expected amortization expense in future periods is as follows (in thousands):



Years Ending December 31,	Technology		Pharmacy and Customer Relationships		Trade Names, Trademarks and Website Addresses		Total
Remainder of 2019	$	499	$	712	$	427	$	1,638
2020	667		317		510		1,494
2021	56		—		480		536
2022	—		—		480		480
2023	—		—		480		480
Thereafter	—		—		1,960		1,960
Total	$	1,222	$	1,029	$	4,337	$	6,588

Fair Value Measurements

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

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.

The following table is a summary of financial assets measured at fair value on a recurring basis and their classification within the fair value hierarchy (in thousands).



	March 31, 2019								December 31, 2018
	Carrying Value		Level 1		Level 3		Total		Carrying Value		Level 1		Level 3		Total
Assets
Money market funds	$	107,974	$	107,974	$	—	$	107,974	$	323	$	323	$	—	$	323
Total assets measured and recorded at fair value	$	107,974	$	107,974	$	—	$	107,974	$	323	$	323	$	—	$	323

Liabilities
Earnout liability—current	$	26,500	$	—	$	26,500	$	26,500	$	20,730	$	—	$	20,730	$	20,730
Earnout liability—non-current	—		—		—		—		19,270		—		19,270		19,270
Total liabilities measured and recorded at fair value	$	26,500	$	—	$	26,500	$	26,500	$	40,000	$	—	$	40,000	$	40,000

Our cash equivalents were invested in money market funds and were classified as Level 1. We endeavor to utilize the best available information in measuring fair value. We used observable prices in active markets in determining the classification of our money market funds as Level 1.

The earnout liability represents the fair value of the Earnout Consideration payable to acquire GoMedigap and will be adjusted to fair value at each reporting date until settled. Changes in fair value will be recognized in operations while changes in the earnout liability due to the passage of time will be recognized as other expense.

We measure the earnout liability using internally developed assumptions, therefore it is classified as Level 3. The fair value of the earnout liability was measured using probability-weighted analysis and is discounted using a rate that appropriately captures the risk associated with the obligation. Key assumptions included new enrollments and volatility for the year ending December 31, 2019 and our simulated stock price at the time of payment.

Earnout liability activity during the three months ended March 31, 2019 was as follows (in thousands):



Balance at December 31, 2018	$	40,000
Settlement of first earnout liability	(26,800		)
Change in fair value	13,300
Balance at March 31, 2019	$	26,500

The first earnout liability settlement was made during the three months ended March 31, 2019, which consisted of a $9.5 million cash payment as well as a $17.3 million non-cash issuance of common stock.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stockholder's Equity

3 Months Ended

Mar. 31, 2019

Stockholders' Equity Note [Abstract]

Stockholder's Equity

2014 Equity Incentive Plan—The following table summarizes activity under our 2014 Equity Incentive Plan (the “2014 Plan”) for the three months ended March 31, 2019 (in thousands):



	Shares Available for Grant
Shares available for grant December 31, 2018	512
Restricted stock units granted ⁽¹⁾	—
Options granted ⁽²⁾	—
Restricted stock units cancelled ⁽³⁾	37
Options cancelled	8
Shares available for grant March 31, 2019	557


(1)	Includes grants of restricted stock units with service, performance-based or market-based vesting criteria.


(2)	Includes grants of stock options with service, performance-based or market-based vesting criteria.


(3)	Includes cancelled restricted stock units with service, performance-based or market-based vesting criteria.

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⁾
Balance outstanding at December 31, 2018	1,005		$	18.34	5.0	$	20,226
Granted	—		$	—
Exercised	(108	)	$	21.88
Cancelled	(11	)	$	33.30
Balance outstanding at March 31, 2019	886		$	17.72	5.0	$	39,521
Vested and expected to vest at March 31, 2019	845		$	17.50	5.0	$	37,912
Exercisable at March 31, 2019	439		$	14.46	4.4	$	21,006


(1)	Includes certain stock options with service, performance-based or market-based vesting criteria.


(2)	The aggregate intrinsic value is calculated as the difference between the closing price of our common stock as of March 31, 2019 and December 31, 2018 and the exercise price multiplied by number of in-the-money options.

The following table summarizes restricted stock unit activity (in thousands, except weighted-average grant date fair value and weighted-average remaining contractual life data):



	Number of Restricted Stock Units ⁽¹⁾		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Service Period (years)	Aggregate Intrinsic Value ⁽²⁾
Unvested as of December 31, 2018	1,869		$	16.95	4.8	$	71,816
Granted	—		$	—
Vested	(64	)	$	13.56
Cancelled	(37	)	$	16.78
Unvested as of March 31, 2019	1,768		$	17.03	5.3	$	110,230


(1)	Includes certain restricted stock units with service, performance-based or market-based vesting criteria.


(2)	The aggregate intrinsic value is calculated as the product of our closing stock price as of March 31, 2019 and December 31, 2018, and the number of restricted stock units outstanding as of March 31, 2019 and December 31, 2018, respectively.

Stock Repurchase Programs—We had no stock repurchase activity during the three months ended March 31, 2019. In addition to 10,663,888 shares repurchased under our past repurchase programs as of March 31, 2019, we have in treasury 785,615 shares that were previously surrendered by employees to satisfy tax withholdings due in connection with the vesting of certain restricted stock units. As of March 31, 2019 and December 31, 2018, we had a total of 11,449,503 shares and 11,426,292 shares, respectively, held in treasury.

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.

Stock-Based Compensation Expense—The following table summarizes stock-based compensation expense recorded during the three months ended March 31, 2019 and 2018 (in thousands):



	Three Months Ended March 31,
	2019		2018
Common stock options	$	602	$	498
Restricted stock units	2,627		2,303
Total stock-based compensation expense	$	3,229	$	2,801

The following table summarizes stock-based compensation expense by operating function for the three months ended March 31, 2019 and 2018 (in thousands):



	Three Months Ended March 31,
	2019		2018
Marketing and advertising	$	629	$	370
Customer care and enrollment	273		165
Technology and content	549		343
General and administrative	1,778		1,672
Restructuring	—		251
Total stock-based compensation expense	$	3,229	$	2,801

During the three months ended March 31, 2018, as part of our workforce reduction, we accelerated the vesting dates of certain stock options and restricted stock units granted to a former employee. We recorded a $0.3 million incremental stock-based compensation expense in connection with this modification.

Income Taxes

3 Months Ended

Mar. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

The following table summarizes our benefit from income taxes and our effective tax rates for the three months ended March 31, 2019 and 2018 (in thousands, except effective tax rate):



	Three Months Ended March 31,
	2019			2018
Loss before benefit from income taxes	$	(8,626	)	$	(6,536	)
Benefit from income taxes	(3,467		)	(1,691		)
Effective tax rate	40.2		%	25.9		%

For the three months ended March 31, 2019, we recognized a benefit for income taxes of $3.5 million, representing an effective tax rate of 40.2% which was higher than the statutory federal tax rate due primarily to stock-based compensation adjustments, and lobbying and other non-deductible expenses, partially offset by research and development credits. For the three months ended March 31, 2018, we recognized a benefit from income taxes of $1.7 million, representing an effective tax rate of 25.9%, which was higher than the statutory federal tax rate due primarily to stock based compensation adjustments, non-deductible lobbying expenses, and foreign income inclusions, partially offset by research and development credits.

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. We continue to recognize our deferred tax assets as of March 31, 2019, as we believe it is more likely than not that the net deferred tax assets will be realized, with the exception of certain state net operating losses that are expected to expire unutilized which have a valuation allowance.

As a result of our adoption of ASC 606 using the full retrospective method, we recognized a significant deferred tax liability due to the resulting acceleration of revenue recognition while revenue for tax purposes will continue to be recognized as we collect cash. This deferred tax liability is a source of income that can be used to support the realizability of our deferred tax assets. As a result of the significantly increased deferred tax liability, in 2018, we reversed the valuation allowance recorded against our U.S. deferred tax assets as of January 1, 2015, the earliest period to which the retrospective adoption of ASC 606 was applied.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Leases

Refer to Note 11—Leases for commitments related to our operating leases.

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.

Legal Proceedings

On April 6, 2018, a former California employee filed a complaint against us in the Superior Court of the State of California for the County of Sacramento. The plaintiff’s complaint was filed pursuant to the California Labor Code Private Attorneys General Act of 2004, purportedly on behalf of all current and former hourly-paid or non-exempt employees who work or have worked for us in California. The complaint alleges that we violated a number of wage and hour laws with respect to these non-exempt employees, including, among other things, the failure to comply with California law as to (i) the payment of overtime wages; (ii) the payment of minimum wages; (iii) providing uninterrupted meal and rest periods, (iv) the payment of wages earned during employment and owed upon the termination of employment; (v) providing complete and accurate wage statements, (vi) keeping of accurate payroll records; and (vii) the proper reimbursement for necessary business-related expenses and costs. The complaint seeks allegedly unpaid wages, civil penalties and costs, expenses and attorneys’ fees. Discovery has only recently commenced, and as a result we cannot estimate the likelihood of liability or the amount of potential damages.

On April 17, 2019, an individual filed a putative class action complaint against us that alleges we violated the Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. §§ 227(b)(1) and (c)(5) and certain provisions of 47 C.F.R. § 64.1200 promulgated thereunder. The complaint alleges, among other things, that we (i) made unsolicited telephone calls to the Plaintiff and putative class members using a prerecorded voice message in violation of 47 U.S.C. § 227(b)(1); and (ii) made more than one unsolicited telephone call to Plaintiff and putative class members within a 12-month period without express consent and without instituting procedures that comply with regulatory minimum standards for implementing Do Not Call in violation of 47 C.F.R. § 64.1200 and 47 U.S.C. § 227(c)(5). The complaint seeks an order certifying two classes: (i) a class of individuals in the United States who we (or agents acting on our behalf) called using a prerecorded voice message for substantially the same reason we allegedly called the Plaintiff; and (ii) a class of individuals in the United States who we (or agents acting on our behalf) called more than one time within any 12-month period for substantially the same reason we allegedly called the Plaintiff. The complaint also seeks (i) an award of actual and/or statutory damages for the benefit of Plaintiff and the classes; (ii) an order declaring that our actions violate the TCPA; (iii) an injunction requiring us to cease all unsolicited calling activity and to otherwise protect the interest of the classes; and (iv) such further other relief as the court deems just and proper.

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. The terms of these services and licensing agreements are generally up to three years. 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.

The following table presents a summary of our future minimum payments under non-cancellable contractual service and licensing obligations as of March 31, 2019 (in thousands):



For the Years Ending December 31,	Service and Licensing Obligations
Remainder of 2019	$	3,366
2020	2,462
2021	946
2022	434
2023	444
Thereafter	229
Total	$	7,881

Operating Segments, Geographic Information and Significant Customers

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Operating Segments, Geographic Information and Significant Customers

Operating Segments

We report segment information based on how our chief executive officer, who is CODM, regularly reviews our operating results, allocates resources and makes decisions regarding our business operations. The performance measures of our segments include total revenue and profit (loss). Our business structure is comprised of two operating segments.

•Medicare

•Individual, Family and Small Business

The Individual, Family and Small Business segment consists primarily of commissions earned from our sale of individual and family and small business health insurance plans and ancillary products sold to our non-Medicare-eligible customers, including but not limited to, dental, vision, and short-term health insurance. To a lesser extent, the Individual, Family and Small Business segment consists of amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets in a sponsorship area on our website, our licensing to third parties the use of our health insurance ecommerce technology and our delivery and sale to third parties of individual and family health insurance leads generated by our ecommerce platforms and our marketing activities.

The following table presents summary results of our operating segments for the three months ended March 31, 2019 and 2018 (in thousands):



	Three Months Ended March 31,
	2019			2018
Revenue
Medicare	$	54,901		$	30,763
Individual, Family and Small Business	13,872			12,307
Total revenue	$	68,773		$	43,070

Segment profit
Medicare segment profit	$	10,826		$	3,180
Individual, Family and Small Business segment profit	6,024			3,488
Total segment profit	16,850			6,668
Corporate	(8,296		)	(7,854		)
Stock-based compensation expense	(3,229		)	(2,550		)
Depreciation and amortization	(655		)	(619		)
Acquisition costs	—			(58		)
Change in fair value of earnout liability	(13,306		)	—
Restructuring	—			(1,856		)
Amortization of intangible assets	(547		)	(451		)
Other income, net	557			184
Loss before benefit from income taxes	$	(8,626	)	$	(6,536	)

There are no internal revenue transactions between our operating segments. Our CODM does not separately evaluate assets by segment, and therefore assets by segment are not presented.

Geographic Information

Our long-lived assets consisted primarily of property and equipment 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 as of March 31, 2019 and December 31, 2018 were as follows (in thousands):



	March 31, 2019		December 31, 2018
United States	$	16,697	$	15,614
China	342		378
Total	$	17,039	$	15,992

Significant Customers

Substantially all revenue for the three months ended March 31, 2019 and 2018 was generated from customers located in the United States. Carriers representing 10% or more of our total revenue for the three months ended March 31, 2019 and 2018 are presented in the table below:



	Three Months Ended March 31,
	2019		2018
Humana	23	%	15	%
UnitedHealthcare ⁽¹⁾	17	%	21	%
Aetna⁽²⁾	17	%	10	%


(1)	UnitedHealthcare also includes other carriers owned by UnitedHealthcare.


(2)	Aetna also includes other carriers owned by Aetna.

As of March 31, 2019, our total outstanding accounts receivable balance was $331.6 million. Our contracts with the above carriers expose us to credit risk that a financial loss could be incurred if the counterparty does not fulfill its financial obligation. While we are exposed to credit losses due to the non-performance of our counterparties, we consider the risk of this remote. We estimate our maximum credit risk in determining the commissions receivable amount recorded on the balance sheet.

Restructuring	3 Months Ended
Restructuring	Mar. 31, 2019
Restructuring and Related Activities [Abstract]
Restructuring	Restructuring In February 2018, our Board of Directors approved a plan to close our sales call center in Massachusetts and to terminate the employment of other employees in certain other locations. As part of this plan, we eliminated approximately 110 full-time positions, representing approximately 10% of our workforce, primarily within customer care and enrollment, and to a lesser extent, in our marketing and advertising and general and administrative groups. Total pre-tax restructuring charges for the year ended December 31, 2018 were $1.9 million, which included approximately $1.6 million for employee termination benefits and $0.3 million in non-cash accelerated stock based compensation. Substantially all of the restructuring charges resulted in cash expenditures. The restructuring activities comprising the plan were completed by December 31, 2018, and there were no restructuring charges during the three months ended March 31, 2019.

Leases

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Leases

Adoption of ASC 842

On January 1, 2019, we adopted ASC 842—Leases, using the modified retrospective method. We have operating and finance leases for our corporate offices and certain equipment. Our leases have remaining lease terms of 1 year to 11 years. Our operating lease expense accounted for under ASC 842 for the three months ended March 31, 2019 was $1.3 million, and our cash outflows related to operating leases were $0.9 million for the three months ended March 31, 2019. As a result of adopting the ASU, as of January 1, 2019, we recorded an increase to our right-of-use asset and lease liability of $23.3 million and $24.6 million, respectively. For the three months ended March 31, 2019, we recorded an additional lease liability of $3.5 million related to an amendment entered into on March 26, 2019 for our Salt Lake City office, which is described further below. The adoption of this ASU resulted in a total non-cash increase to our lease liability of $28.1 million for the three months ended March 31, 2019.

Supplemental information related to leases was as follows (in thousands):



	March 31, 2019
Operating lease right-of-use assets	$	25,730
Operating lease liabilities	$	27,580

Weighted-average remaining lease term of operating leases (in years)	7.5
Weighted-average discount rate of operating leases	6.1		%

Maturities of operating lease liabilities are as follows (in thousands):



Year ending December 31,
Remainder of 2019	$	3,641
2020	5,502
2021	4,068
2022	4,189
2023	3,972
Thereafter	13,765
Total lease payments	35,137
Less imputed interest	(7,557		)
Total	$	27,580

Operating Lease Obligations

We lease our operating facilities and certain of our equipment and furniture and fixtures under various operating leases, the latest of which expires in February 2029. Certain of these leases have free or escalating rent payment provisions. We recognize rent expense on our operating leases 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.

On March 26, 2019, we entered into an amendment to the lease agreement for our Salt Lake City, Utah, office to expand our office space to a total of 41,813 square feet from 28,915 square feet. The lease term for the expanded office space is expected to commence on May 1, 2019. The term of the lease for the original and expanded office space was also extended to terminate on the last day of the month that is 84 months after the commencement date of the expanded space. As of March 31, 2019, future minimum payments are expected to be $7.2 million over the remaining term of the lease plus our proportionate share of certain operating expenses, insurance costs and taxes for each calendar year during the lease.

On April 25, 2018, we entered into a lease agreement to lease approximately 32,492 square feet of office space located in Santa Clara, California. We entered into this lease agreement as a result of the expiration of one of our leases in Mountain View, California on December 31, 2018. The term of the lease is approximately one hundred twenty-three months, commencing on October 1, 2018 and ending on an estimated date of February 28, 2029. As of March 31, 2019, future minimum payments are expected to be $17.1 million over the remaining term of the lease plus our proportionate share of certain operating expenses, insurance costs and taxes for each calendar year during the lease.

In connection with the Santa Clara, California lease agreement, we entered into a financial guarantee consisting of a standby letter of credit for $1.5 million, which may be reduced in increments of 20% of the original amount thereof on the second, third, fourth and fifth anniversaries of the commencement date, and may be reduced by an additional 8% of the original amount on the sixth anniversary of the commencement date, subject to our compliance with the applicable conditions to such reductions set forth in the lease.

In March 2018, we entered into an agreement to lease 26,878 square feet of office space in Austin, Texas. The term of this lease agreement is 90 months, commencing in September 2018 and ending in May 2026. As of March 31, 2019, future minimum payments are expected to be $4.4 million over the remaining term of the lease plus our proportionate share of certain operating expenses, insurance costs and taxes for each calendar year during the lease.

In connection with the Austin, Texas office lease agreement, we entered into a financial guarantee consisting of a standby letter of credit for $0.6 million, which may be reduced on the third and subsequent anniversaries of the commencement date, subject to our compliance with the applicable conditions to such reductions set forth in the lease.

In March 2012, we entered into an agreement to lease 18,272 square feet of office space in Mountain View, California. In connection with this lease agreement, we entered into a financial guarantee consisting of a standby letter of credit for $0.6 million, which may be reduced in increments of 25% of the original amount thereof on the first, second and third anniversaries of the commencement date, subject to our compliance with the applicable conditions to such reductions set forth in the lease. On November 2, 2018, we entered into an agreement to sublease this office space to a third party. As of March 31, 2019, future minimum payments are expected to be $3.3 million. The obligation as of March 31, 2019 was immaterial net of sublease income.

Debt	3 Months Ended
Debt	Mar. 31, 2019
Debt Disclosure [Abstract]
Debt	Debt On September 17, 2018, we entered into a Credit Agreement with Royal Bank of Canada (“RBC”), as administrative agent and collateral agent (the “Credit Agreement”). The Credit Agreement provides for a $40 million secured asset-backed revolving credit facility with a $5 million letter of credit sub-facility. The commitments under the Credit Agreement expire on September 17, 2021, at which time any amounts drawn under facility are contractually due. The borrowing base under the Credit Agreement is comprised of an amount equal to (a) the lesser of (i) eighty percent (80%) of Eligible Commissions Receivables (as defined in the Credit Agreement) we actually collected by during the immediately preceding period of three months or (ii) eighty percent (80%) of our Eligible Commission Receivables for the immediately succeeding period of three months, plus (b) fifty percent (50%) of our Eligible Commission Receivables for the immediately succeeding period of six months (excluding the immediately succeeding period of three months), in each case subject to reserves established by RBC (the “Borrowing Base”). The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes. The Borrowers have the right to prepay the loans under the Credit Agreement in whole or in part at any time without penalty. Subject to availability under the Borrowing Base, amounts repaid may be reborrowed. Amounts not borrowed under the Credit Agreement will be subject to a commitment fee of 0.5% per annum on the daily unused portion of the credit facility, to be paid in arrears on the first business day of each calendar quarter. At closing, the Company paid a one-time facility fee of 1.75% of the total commitments under the Credit Agreement. The Company is also obligated to pay other customary administration fees for a credit facility of this size and type. Availability under the credit facility is up to the lesser of $40 million or the Borrowing Base, which may be reduced from time to time pursuant to the Credit Agreement. In addition, the Credit Agreement contains a financial covenant requiring that we maintain Excess Availability (as defined in the Credit Agreement) at or above $6 million at any time. As of March 31, 2019, we were in compliance with all debt covenants. We incurred $1.2 million of issuance costs in connection with the Credit Agreement, which were capitalized as part of other assets on the balance sheet. As of March 31, 2019, the balance of these issuance costs was $1.0 million. As of March 31, 2019, we had no outstanding principal amount under our revolving credit facility.

Public Offering of Common Stock	3 Months Ended
Public Offering of Common Stock	Mar. 31, 2019
Equity [Abstract]
Public Offering of Common Stock	Public Offering of Common Stock Pursuant to the effective registration statement which was filed on December 17, 2018, and amended on January 22, 2019, we entered into an underwriting agreement to issue a total of 2,760,000 shares of common stock, which included the exercise in full of the underwriters’ option to purchase 360,000 additional shares of common stock, at a price to the public of $48.50 per share in January 2019. Net proceeds from the offering were approximately $126.1 million after deducting underwriting discounts, commissions and expenses of the offering. We intend to use the net proceeds of the offering for general corporate purposes, including working capital.

Summary of Business and Significant Accounting Policies (Policy)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Description of Business	Description of Business—eHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is a leading private health insurance exchange for individuals, families and small businesses in the United States. Through our website addresses (www.eHealth.com, www.eHealthInsurance.com, www.eHealthMedicare.com, www.Medicare.com, www.PlanPrescriber.com and www.GoMedigap.com), consumers can get quotes from leading health insurance carriers, compare plans side-by-side, and apply for and purchase Medicare-related, individual and family, small business and ancillary health insurance plans. We actively market the availability of Medicare-related insurance plans and offer Medicare plan comparison tools and educational materials for Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. Our ecommerce technology also enables us to deliver consumers’ health insurance applications electronically to health insurance carriers. We are licensed to market and sell health insurance in all 50 states and the District of Columbia.
Basis of Presentation	Basis of Presentation—The accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 and the condensed consolidated statements of comprehensive loss for the three months ended March 31, 2019 and 2018, the condensed consolidated statements of stockholders' equity, and the condensed consolidated statements of cash flows for the three months ended March 31, 2019 and 2018, respectively, are unaudited. The condensed consolidated balance sheet data as of December 31, 2018 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the Securities and Exchange Commission on March 14, 2019. The accompanying statements should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. However, the Company believes the disclosures made are adequate to make the information not misleading. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018 and include all adjustments necessary for the fair presentation of our financial position as of March 31, 2019 and December 31, 2018, our results of operations for the three months ended March 31, 2019 and 2018 and our cash flows for the three months ended March 31, 2019 and 2018. The results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for any subsequent period or for the fiscal year ending December 31, 2019 and therefore should not be relied upon as an indicator of future results.
Principles of Consideration	Principles of Consolidation—The condensed 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 condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles.
Operating Segments	Operating Segments—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 operations. The performance measures of our segments include total revenue and profit. Our business structure is comprised of two operating segments: