ehth-20210218
FALSE000133349300013334932021-02-182021-02-18



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): February 18, 2021
EHEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3307156-2357876
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

2625 AUGUSTINE DRIVE, SECOND FLOOR
SANTA CLARA, CA 95054
(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareEHTHThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 2.02Results of Operations and Financial Condition.

On February 18, 2021, eHealth, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2020. 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.

On February 18, 2021, the Company posted supplemental investor material on its investor relations webpage at
http://ir.ehealthinsurance.com. The Company intends to use its investor relations webpage as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. A copy of the supplemental investor materials is also furnished as Exhibit 99.2 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 exhibits attached hereto are intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Except as shall be expressly set forth by specific reference in such filing, the information contained herein and in the accompanying exhibits 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.


Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.Description
99.1
99.2





SIGNATURE

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

eHealth, Inc.
Date:February 18, 2021/s/ Derek N. Yung
Derek N. Yung
Chief Financial Officer
(Principal Financial Officer)





Document

Exhibit 99.1
https://cdn.kscope.io/3fc8555b100b2134cb841179c51b3483-ehealthlogoa01a02a01a01a631a.jpg
eHealth, Inc. Announces Fourth Quarter 2020 and Fiscal 2020 Results

Fourth Quarter 2020 Overview

Revenue for the fourth quarter of 2020 was $293.3 million, a 3% decrease compared to $301.7 million for the fourth quarter of 2019.
GAAP net income for the fourth quarter of 2020 was $59.9 million compared to net income of $88.8 million for the fourth quarter of 2019.
Adjusted EBITDA was $84.2 million for the fourth quarter of 2020 compared to $142.6 million for the fourth quarter of 2019.
Revenue and adjusted EBITDA for the fourth quarter of 2019 include the positive impact of $42.3 million in revenue resulting from a change in estimate for expected cash commission collections relating to Medicare Advantage plans enrolled in prior to the fourth quarter of 2019.
Excluding the impact of the $42.3 million change in estimate in the fourth quarter of 2019 , our fourth quarter 2020 revenue increased 13% compared to a year ago.
Fourth quarter 2020 approved members for Medicare Advantage products of 217,278, a 30% increase compared to the fourth quarter of 2019.
Drove online penetration with 43% of major medical Medicare applications submitted online in the fourth quarter of 2020 compared to 36% in the fourth quarter of 2019.
Launched online Customer Center aimed at further enhancing consumer experience and increasing customer engagement and retention. Customer Center sign-ups are currently above 100,000.

SANTA CLARA, California — February 18, 2021 — eHealth, Inc. (NASDAQ: EHTH), a leading private online health insurance marketplace, today announced its financial results for the fourth quarter and fiscal year ended December 31, 2020.

“Although 2020 presented challenges, eHealth made notable progress building out our capabilities, and positioning the company to capture significant market opportunities ahead,” said Scott Flanders, Chief Executive Officer of eHealth. “As part of our strategy to drive growth, increase quality of enrollments and achieve higher lifetime values, we made investments in our e-commerce platform and implemented a multifaceted program to improve member retention.”

“We believe that issues that impacted our fourth quarter performance were isolated and can be corrected in the near term. We took decisive and critical actions to fix these issues and cement a strong foundation for our long-term performance. Our actions are already demonstrating results in the first quarter in the form of increased agent productivity, customer engagement and enrollment growth. Looking ahead, we are confident that we have taken steps necessary to put us on track to meaningfully improve performance in 2021 and beyond.”

Mr. Flanders concluded, “Over the last four-plus years, we have built a strong foundation with a best-in-class consumer facing e-commerce platform and executed a deliberate plan that has enabled us to
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achieve significant growth. As we move into eHealth’s next stage, we are confident that we have the right strategy to continue driving growth, enhance profitability and deliver meaningful returns to shareholders.”


GAAP — Fourth Quarter of 2020 Results

Revenue — Revenue for the fourth quarter of 2020 totaled $293.3 million, a 3% decrease compared to $301.7 million for the fourth quarter of 2019. Commission revenue for the fourth quarter of 2020 totaled $254.2 million, a 10% decrease compared to $282.1 million for the fourth quarter of 2019. Other revenue for the fourth quarter of 2020 was $39.1 million, a 99% increase compared to $19.7 million for the fourth quarter of 2019.

Excluding the impact of $42.3 million in revenue resulting from a change in estimate for expected cash commission collections relating to Medicare Advantage plans enrolled in prior to the fourth quarter of 2019 that we reported with our fourth quarter 2019 results, fourth quarter 2020 total revenue and commission revenue increased 13% and 6%, respectively, compared to the fourth quarter of 2019.

Revenue from the Medicare segment was $269.9 million for the fourth quarter of 2020, a 5% decrease compared to $282.6 million for the fourth quarter of 2019. Excluding the $42.3 million in revenue resulting from the change in estimate we reported for the fourth quarter of 2019, fourth quarter 2020 Medicare segment revenue increased 12% compared to the fourth quarter of 2019. Revenue from the Individual, Family and Small Business segment was $23.4 million for the fourth quarter of 2020, a 22% increase compared to $19.1 million for the fourth quarter of 2019.

Income from Operations — Income from operations was $79.4 million for the fourth quarter of 2020, a 36% decrease compared to $123.1 million for the fourth quarter of 2019.

Pre-Tax Income — Pre-tax income was $79.3 million for the fourth quarter of 2020, a 36% decrease compared to $123.4 million for the fourth quarter of 2019.

Provision for Income Taxes — Provision for income taxes was $19.5 million for the fourth quarter of 2020, a 44% decrease compared to $34.6 million for the fourth quarter of 2019.

Net Income — Net income was $59.9 million for the fourth quarter of 2020, or $2.20 net income per diluted share, a 33% decrease compared to $88.8 million, or $3.58 net income per diluted share, for the fourth quarter of 2019.

Segment Profit — Medicare segment profit was $82.6 million for the fourth quarter of 2020, a 45% decrease compared to $149.3 million for the fourth quarter of 2019. Excluding the impact of the $42.3 million in revenue in the fourth quarter of 2019 related to the change in estimate discussed above, fourth quarter 2020 Medicare segment profit decreased 23% compared to the fourth quarter of 2019. Individual, Family and Small Business segment profit was $15.9 million for the fourth quarter of 2020, a 91% increase compared to $8.3 million for the fourth quarter of 2019.

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Non-GAAP(1) — Fourth Quarter of 2020 Results

Non-GAAP Net Income — Non-GAAP net income for the fourth quarter of 2020 was $63.1 million, or $2.32 non-GAAP net income per diluted share, compared to non-GAAP net income of $102.5 million, or $4.13 non-GAAP net income per diluted share, for the fourth quarter of 2019.

Non-GAAP net income and non-GAAP net income per diluted share for the fourth quarter of 2020 are calculated by excluding $3.5 million of stock-based compensation expense, $0.3 million of amortization of intangible assets and $0.6 million of the income tax effect of these non-GAAP adjustments from GAAP net income and GAAP net income per diluted share.

Non-GAAP net income and non-GAAP net income per diluted share for the fourth quarter of 2019 are calculated by excluding $9.2 million of stock-based compensation expense, $9.0 million expense related to the change in fair value of earnout liability related to our acquisition of GoMedigap,$0.5 million of amortization of intangible assets, and $5.0 million of the income tax effect of these non-GAAP adjustments from GAAP net income and GAAP net income per diluted share.

Adjusted EBITDA — Adjusted EBITDA was $84.2 million for the fourth quarter of 2020 compared to $142.6 million for the fourth quarter of 2019. Excluding the impact of the $42.3 million in revenue in the fourth quarter of 2019 related to the change in estimate discussed above, our adjusted EBITDA was $100.3 million in the fourth quarter of 2019.

Approved Members, New Paying Members and Estimated Membership

Approved Members — The number of approved members for all Medicare products, which includes Medicare Advantage, Medicare Supplement and Medicare Part D Prescription Drug Plans, was 281,044 in the fourth quarter of 2020, a 3% increase compared to 273,244 in the fourth quarter of 2019. The number of approved members for Medicare Advantage products was 217,278 in the fourth quarter of 2020, a 30% increase compared to 167,073 in the fourth quarter of 2019. The number of approved members for major medical individual and family plan products was 14,281 in the fourth quarter of 2020, a 2% decrease compared to 14,547 in the fourth quarter of 2019.

New Paying Members — The number of new paying members for all Medicare products was 172,365 in the fourth quarter of 2020, a 10% increase compared to 156,892 in the fourth quarter of 2019. The number of new paying members for Medicare Advantage products was 136,857 in the fourth quarter of 2020, an 18% increase compared to 116,351 in the fourth quarter of 2019. The number of new paying members for major medical individual and family plan products was 4,137 in the fourth quarter of 2020, a 36% increase compared to 3,032 in the fourth quarter of 2019. New paying members consist of approved members from the period presented and any periods prior to the period presented from whom we have received an initial commission payment during the period presented.

Estimated Membership — Total estimated membership as of December 31, 2020 was 1,285,346, an 12% increase compared to the 1,146,115 estimated members we reported as of December 31, 2019. Estimated Medicare membership as of December 31, 2020 was 875,973, a 23% increase compared to the 710,649 estimated members reported as of December 31, 2019. Estimated Medicare Advantage membership as of December 31, 2020 was 533,282, a 32% increase compared to the 404,694 estimated members reported as of December 31, 2019. Estimated major medical individual and family plan membership as of December 31, 2020 was 116,247, a 10% decrease compared to the 128,487 estimated members reported as of December 31, 2019.

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(1) See Non-GAAP Financial Information section for definitions of our non-GAAP financial measures.

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Online Submitted Applications The percentage of applications for Medicare Advantage and Medicare Supplement products submitted online through our platform, which is a combination of agent unassisted and partially agent assisted online applications, increased from 36.1% for the fourth quarter of 2019 to 42.6% for the fourth quarter of 2020.

Cash — Fourth Quarter of 2020

Cash Flows — Net cash used in operating activities was $96.9 million for the fourth quarter of 2020 compared to net cash used in operating activities of $56.8 million for the fourth quarter of 2019.

GAAP — Fiscal Year 2020 Results

Revenue — Revenue for the year ended December 31, 2020 totaled $582.8 million, a 15% increase compared to $506.2 million for the year ended December 31, 2019. Commission revenue for the year ended December 31, 2020 totaled $508.2 million, a 9% increase compared to $466.7 million for the year ended December 31, 2019. Other revenue for the year ended December 31, 2020 was $74.6 million, an 89% increase compared to $39.5 million for the year ended December 31, 2019.

Excluding the impact of the $42.3 million in revenue in the fourth quarter of 2019 related to the change in estimate discussed above, our full year 2020 total revenue and commission revenue increased 26% and 20%, respectively, compared to 2019.

Revenue from our Medicare segment was $516.8 million for the year ended December 31, 2020, a 16% increase compared to $447.0 million for the year ended December 31, 2019. Excluding the impact of the $42.3 million in revenue in the fourth quarter of 2019 related to the change in estimate discussed above, our full year 2020 Medicare segment revenue increased 28% compared to 2019. Revenue from our Individual, Family and Small Business segment was $66.0 million for the year ended December 31, 2020, an 11% increase compared to $59.2 million for the year ended December 31, 2019.

Income from Operations — Income from operations for the year ended December 31, 2020 was $53.3 million, a 34% decrease compared to income from operations of $81.4 million for the year ended December 31, 2019.

Pre-Tax Income — Pre-tax income for the year ended December 31, 2020 was $54.0 million, a 35% decrease compared to pre-tax income of $83.5 million for the year ended December 31, 2019.

Provision for Income Taxes — Provision for income taxes for the year ended December 31, 2020 was $8.5 million, a 49% decrease compared $16.6 million for the year ended December 31, 2019.

Net Income — Net income for the year ended December 31, 2020 was $45.5 million, or $1.68 net income per diluted share, a 32% decrease compared to net income of $66.9 million, or $2.73 net income per diluted share, for the year ended December 31, 2019.

Segment Profit — Medicare segment profit was $102.0 million for the year ended December 31, 2020, a 34% decrease compared to $155.2 million for the year ended December 31, 2019. Excluding the impact of the $42.3 million in revenue in the fourth quarter of 2019 related to the change in estimate discussed above, our full year 2020 Medicare segment revenue decreased 10% compared to 2019. Individual, Family and Small Business segment profit was $39.4 million for the year ended December 31, 2020, a 69% increase compared to $23.4 million for the year ended December 31, 2019.

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Non-GAAP(1) — Fiscal Year 2020 Results

Non-GAAP Net Income — Non-GAAP net income for the year ended December 31, 2020 was $65.6 million, or $2.43 non-GAAP net income per diluted share, compared to non-GAAP net income of $102.0 million, or $4.16 non-GAAP net income per diluted share, for the year ended December 31, 2019.

Non-GAAP net income and non-GAAP net income per diluted share for the year ended December 31, 2020 are calculated by excluding $25.2 million of stock-based compensation expense, $1.5 million of amortization of intangible assets, and $6.5 million of the income tax effect of these non-GAAP adjustments from GAAP net income and GAAP net income per diluted share.

Non-GAAP net income and non-GAAP net income per diluted share for the year ended December 31, 2019 are calculated by excluding $22.6 million of stock-based compensation expense, $24.1 million of expense for change in fair value of earnout liability, $2.2 million of amortization of intangible assets, and $13.7 million of the income tax effect of these non-GAAP adjustments from GAAP net income and GAAP net income per diluted share.

Adjusted EBITDA — Adjusted EBITDA was $83.7 million for the year ended December 31, 2020 compared to $133.2 million for the year ended December 31, 2019. Excluding the impact of the $42.3 million in revenue in the fourth quarter of 2019 related to the change in estimate discussed above, adjusted EBITDA was $90.9 million for the year ended December 31, 2019.

Approved Members and New Paying Members

Approved Members — The number of approved members for all Medicare products, which includes Medicare Advantage, Medicare Supplement and Medicare Part D Prescription Drug Plans, was 502,560 for the year ended December 31, 2020, a 16% increase compared to 434,926 for the year ended December 31, 2019. The number of approved members for Medicare Advantage products was 387,652 for the year ended December 31, 2020, a 39% increase compared to 279,561 for the year ended December 31, 2019. The number of approved members for major medical individual and family plan products was 33,328 for the year ended December 31, 2020, a 4% increase compared to 32,186 for the year ended December 31, 2019.

New Paying Members — The number of new paying members for all Medicare products was 465,398 for the year ended December 31, 2020, a 30% increase compared to 357,416 for the year ended December 31, 2019. The number of new paying members for Medicare Advantage products was 324,916 for the year ended December 31, 2020, a 38% increase compared to 235,978 for the year ended December 31, 2019. The number of new paying members for major medical individual and family plan products was 30,657 for the year ended December 31, 2020, a 1% decrease compared to 30,997 for the year ended December 31, 2019. New paying members consist of approved members from the period presented and any periods prior to the period presented from whom we have received an initial commission payment during the period presented.

Online Submitted Applications The percentage of applications for Medicare Advantage and Medicare Supplement products submitted online through our platform, which is a combination of agent unassisted and partially agent assisted online applications, increased from 26.9% for the year ended December 31, 2019 to 36.6% for the year ended December 31, 2020.

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(1) See Non-GAAP Financial Information section in this press release for definitions of our non-GAAP financial measures.


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Cash — Fiscal Year Results

Cash Flows — Net cash used in operating activities was $107.9 million for the year ended December 31, 2020 compared to net cash used in operating activities of $71.5 million for the year ended December 31, 2019.

2021 Guidance

Based on information available as of February 18, 2021, eHealth is providing its guidance for the full year ending December 31, 2021, excluding the potential impact from the agreement with H.I.G. Capital for a $225 million investment announced on January 29, 2021. These expectations are forward-looking statements and eHealth assumes no obligation to update these statements. Actual results may be materially different and are affected by the risk factors and uncertainties identified in this press release and in eHealth’s annual and quarterly filings with the Securities and Exchange Commission.

The following guidance is for the full year ending December 31, 2021:

Total revenue is expected to be in the range of $660.0 million to $700.0 million. Revenue from the Medicare segment is expected to be in the range of $621.0 million to $659.0 million. Revenue from the Individual, Family and Small Business segment is expected to be in the range of $39.0 million to $41.0 million.

GAAP net income is expected to be in the range of $42.0 million to $57.0 million.

Adjusted EBITDA(a) is expected to be in the range of $100.0 million to $115.0 million.

Medicare segment profit(b) is expected to be in the range of $138.0 million to $155.0 million, and Individual, Family and Small Business segment profit is expected to be in the range of $18.0 million to $19.0 million.

Corporate(c) shared service expenses, excluding stock-based compensation and depreciation and amortization expense, is expected to be in the range of $56.0 million to $59.0 million.

Cash used in operations is expected to be in the range of $85.0 million to $95.0 million, and cash used for capital expenditures is expected to be in the range of $24.0 million to $27.0 million.

GAAP net income per diluted share is expected to be in the range of $1.53 to $2.08 per share.

Non-GAAP net income per diluted share(a) is expected to be in the range of $2.77 to $3.26 per share.

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(a)
See Non-GAAP Financial Information section of this press release for definitions of our non-GAAP financial measures.
(b)
Segment profit is calculated as revenue for the applicable segment less marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses, excluding stock-based compensation expense, depreciation and amortization, restructuring charges, and amortization of intangible assets, that are directly attributable to the applicable segment and other indirect marketing and advertising, customer care and enrollment and technology and content operating expenses, excluding stock-based compensation expense, depreciation and amortization, restructuring charges, and amortization of intangible assets, allocated to the applicable segment based on usage.
(c)
Corporate consists of other indirect general and administrative operating expenses, excluding stock-based compensation and depreciation and amortization expense, which are managed in a corporate shared services environment and, since they are not the responsibility of segment operating management, are not allocated to the reportable segments.

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Webcast and Conference Call Information

A Webcast and conference call will be held today, Thursday, February 18, 2021 at 5:00 p.m. Eastern / 2:00 p.m. Pacific Time. The live Webcast and supporting presentation slides will be available on the Investor Relations section of eHealth’s website at http://ir.ehealthinsurance.com. Individuals interested in listening to the conference call may do so by dialing (877) 930-8066 for domestic callers and (253) 336-8042 for international callers. The participant passcode is 5692252. A telephone replay will be available two hours following the conclusion of the call for a period of seven days and can be accessed by dialing (855) 859-2056 for domestic callers and (404) 537-3406 for international callers. The call ID for the replay is 5692252. 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) operates a leading health insurance marketplace at eHealth.com and eHealthMedicare.com with technology that provides consumers with health insurance enrollment solutions. Since 1997, we have connected more than 8 million members with quality, affordable health insurance, Medicare options, and ancillary plans. Our proprietary marketplace offers Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, family, small business and other plans from over 180 health insurance carriers across fifty states and the District of Columbia.


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 our expected growth and financial performance, our strategy to drive growth, increase quality of enrollments and achieve higher lifetime values, our member retention program, expectations regarding agent productivity, customer engagement and Medicare enrollment growth, our ability to correct issues that impacted our performance, our estimates regarding total membership, Medicare membership, Individual and Family plan membership and ancillary and small business membership, our estimates regarding constrained lifetime values of commissions per member by product category, our estimates regarding costs per approved member, and our guidance for the full year ending December 31, 2021, including our guidance for total revenue and revenue from our Medicare segment and our Individual, Family and Small Business segment, GAAP net income, Adjusted EBITDA, profit from our Medicare segment and our Individual, Family and Small Business segment, Corporate shared service expense, cash used in operations and cash used for capital expenditures, and GAAP net income per diluted share and non-GAAP net income per diluted share.

These forward-looking statements are inherently subject to various risks and uncertainties that could cause actual results to differ materially from the statements made. In particular, we are required by the Accounting Standards Codification 606 — Revenue from Contracts with Customers to make numerous assumptions that are based on historical trends and our management’s judgment. These assumptions may change over time and have a material impact on our revenue recognition, guidance, and results of operations. Please review the assumptions stated in this press release carefully.

The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include our ability to retain existing members and enroll new members during the annual healthcare open enrollment period, the Medicare annual enrollment period and a COVID-19 related or other special enrollment period; changes in laws, regulations and guidelines, including in connection with healthcare reform or with respect to the marketing and sale of Medicare plans; competition, including competition from government-run health insurance exchanges and other sources; the seasonality of our business and the fluctuation of our operating results; our ability to accurately estimate membership, lifetime value of commissions and commissions receivable; changes in product offerings among carriers on our ecommerce platform and the resulting impact on our commission
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revenue; our ability to execute on our growth strategy in the Medicare market; the continued impact of the COVID-19 pandemic on our operations, business, financial condition and growth prospects, as well as on the general economy; changes in our management and key employees; exposure to security risks and our ability to safeguard the security and privacy of confidential data; our relationships with health insurance carriers; customer concentration and consolidation of the health insurance industry; our success in marketing and selling health insurance plans and our unit cost of acquisition; our ability to hire, train, retain and ensure the productivity of licensed health insurance agents and other employees; the need for health insurance carrier and regulatory approvals in connection with the marketing of Medicare-related insurance products; changes in the market for private health insurance; consumer satisfaction with our service; changes in member conversion rates; changes in commission rates; our ability to sell qualified health insurance plans to subsidy-eligible individuals and to enroll subsidy-eligible individuals through government-run health insurance exchanges; our ability to maintain and enhance our brand identity; our ability to derive desired benefits from investments in our business, including membership growth and retention initiatives; reliance on marketing partners; the impact of our direct-to-consumer email, telephone and television marketing efforts; timing of receipt and accuracy of commission reports; payment practices of health insurance carriers; dependence on our operations in China; the restrictions in our debt obligations; the restrictions in our agreement with H.I.G. Capital; compliance with insurance and other laws and regulations; the outcome of litigation in which we are involved; and the performance, reliability and availability of our information technology systems, 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.

All forward-looking statements in this press release are based on information available to eHealth as of the date hereof, and eHealth does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.




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Non-GAAP Financial Information

This press release includes financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). To supplement eHealth’s condensed consolidated financial statements presented in accordance with GAAP, eHealth presents investors with non-GAAP financial measures, including non-GAAP net income; non-GAAP net income per diluted share; and adjusted EBITDA.

Non-GAAP net income consists of GAAP net income excluding the following items:
the effects of expensing stock-based compensation related to stock options and restricted stock units,
change in fair value of earnout liability,
restructuring and reorganization charges,
purchase price adjustments,
amortization of intangible assets,
other non-recurring charges (as noted below), and
the income tax impact of non-GAAP adjustments.

Non-GAAP net income per diluted share consists of GAAP net income per diluted share excluding the following items:
the effects of expensing stock-based compensation related to stock options and restricted stock units per diluted share,
change in fair value of earnout liability per diluted share,
restructuring and reorganization charges per diluted share,
purchase price adjustments per diluted share,
amortization of intangible assets per diluted share,
other non-recurring charges (as noted below) per diluted share, and
the income tax impact of non-GAAP adjustments per diluted share.

Adjusted EBITDA is calculated by excluding the impacts of interest income and expense, income tax expense (benefit), depreciation and amortization, stock-based compensation expense, change in fair value of earnout liability, restructuring and reorganization charges, purchase price adjustments, amortization of intangible assets, other income (expenses), net, convertible preferred stock dividends and other non-recurring charges to GAAP net income. Other non-recurring charges to GAAP net income may include transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, whether or not consummated, and the cumulative effect of a change in accounting principles.

eHealth believes that the presentation of these non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to eHealth’s financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provides consistency and comparability with eHealth’s past financial reports. Management also believes that the items described above provide an additional measure of eHealth’s operating results and facilitates comparisons of eHealth’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 eHealth’s ongoing operations. eHealth believes that these non-GAAP financial measures are useful to investors in their assessment of eHealth’s operating performance.

Non-GAAP net income, non-GAAP net income per diluted share and Adjusted EBITDA 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
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with the operations of eHealth’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. eHealth 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. eHealth compensates for these limitations by prominently disclosing GAAP net income and GAAP net income per diluted share and providing investors with reconciliations from eHealth’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
2625 Augustine Drive, Second Floor
Santa Clara, CA, 95054
650-210-3111
kate.sidorovich@ehealth.com
http://ir.ehealthinsurance.com

(Tables to Follow)
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EHEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

December 31, 2020December 31, 2019
Assets(Unaudited)
Current assets:
Cash and cash equivalents$43,759 $23,466 
Short-term marketable securities49,620 — 
Accounts receivable1,799 2,332 
Contract assets – commissions receivable – current219,153 174,526 
Prepaid expenses and other current assets16,661 7,822 
Total current assets330,992 208,146 
Contract assets – commissions receivable – non-current573,252 414,696 
Property and equipment, net14,609 10,518 
Operating lease right-of-use assets42,558 36,621 
Restricted cash3,354 3,354 
Other assets26,455 18,004 
Intangible assets, net8,569 10,062 
Goodwill40,233 40,233 
Total assets$1,040,022 $741,634 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$36,921 $24,554 
Accrued compensation and benefits20,542 29,578 
Accrued marketing expenses17,788 12,041 
Earnout liability – current— 37,273 
Lease liabilities – current5,192 4,759 
Deferred revenue308 2,570 
Other current liabilities3,657 2,210 
Total current liabilities84,408 112,985 
Deferred income taxes – non-current72,317 64,130 
Lease liabilities – non-current41,369 34,305 
Other non-current liabilities4,370 3,050 
Stockholders’ equity:
Common stock38 35 
Additional paid-in capital721,013 455,159 
Treasury stock, at cost(199,998)(199,998)
Retained earnings316,155 271,852 
Accumulated other comprehensive income350 116 
Total stockholders’ equity$837,558 $527,164 
Total liabilities and stockholders’ equity$1,040,022 $741,634 

11



EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts, unaudited)

Three Months Ended December 31, Year Ended December 31,
2020201920202019
Revenue:  
Commission$254,203 $282,081 $508,189 $466,676 
Other39,113 19,667 74,585 39,525 
Total revenue293,316 301,748 582,774 506,201 
Operating costs and expenses:
Cost of revenue1,923 1,956 4,083 2,738 
Marketing and advertising105,298 77,392 209,340 150,249 
Customer care and enrollment71,870 52,737 172,895 134,304 
Technology and content18,402 15,598 65,188 47,085 
General and administrative16,144 21,402 76,452 64,150 
Amortization of intangible assets286 546 1,493 2,187 
Change in fair value of earnout liability— 8,973 — 24,079 
Total operating costs and expenses213,923 178,604 529,451 424,792 
Income from operations79,393 123,144 53,323 81,409 
Other income (expenses), net(58)266 666 2,090 
Income before income taxes79,335 123,410 53,989 83,499 
Provision for income taxes19,462 34,586 8,539 16,612 
Net income$59,873 $88,824 $45,450 $66,887 
 
Net income per share: 
Basic$2.25 $3.74 $1.75 $2.90 
Diluted$2.20 $3.58 $1.68 $2.73 
Weighted-average number of shares used in per share: 
Basic26,583 23,772 26,025 23,075 
Diluted27,195 24,836 27,014 24,539 
_____________
(1) Includes stock-based compensation as follows:
Marketing and advertising$(36)$2,018 $5,102 $4,230 
Customer care and enrollment961 524 2,723 1,451 
Technology and content2,495 1,665 5,460 3,611 
General and administrative30 4,946 11,887 13,278 
Total stock-based compensation expense$3,450 $9,153 $25,172 $22,570 

12



EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Three Months Ended December 31, Year Ended
December 31,
 2020201920202019
Operating activities:
Net income$59,873 $88,824 $45,450 $66,887 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization1,090 830 3,694 2,983 
Amortization of internally developed software2,449 1,378 7,756 3,821 
Amortization of intangible assets286 546 1,493 2,187 
Stock-based compensation expense3,450 9,153 25,172 22,570 
Deferred income taxes19,799 34,363 8,817 16,197 
Change in fair value of earnout liability— 8,973 — 24,079 
Other non-cash items670 181 1,091 (755)
Changes in operating assets and liabilities:
Accounts receivable2,055 (1,650)533 1,270 
Contract assets – commissions receivable(188,437)(231,486)(205,209)(243,364)
Prepaid expenses and other assets3,218 8,880 (6,180)(466)
Accounts payable15,490 6,539 12,294 19,694 
Accrued compensation and benefits(1,598)11,438 (9,036)8,814 
Accrued marketing expenses11,196 7,955 5,747 1,028 
Deferred revenue(26,163)(6,513)(2,262)1,694 
Accrued expenses and other liabilities(279)3,811 2,780 1,869 
Net cash used in operating activities(96,901)(56,778)(107,860)(71,492)
Investing activities:
Capitalized internal-use software and website development costs(3,923)(3,875)(16,005)(10,231)
Purchases of property and equipment and other assets(1,297)(1,025)(7,751)(6,641)
Purchases of marketable securities— — (180,505)— 
Proceeds from redemption and maturities of marketable securities60,228 — 130,978 — 
Payments for security deposits— — — (72)
Net cash provided by (used in) investing activities55,008 (4,900)(73,283)(16,944)
Financing activities:
Proceeds from issuance of common stock, net of issuance costs— — 228,024 126,051 
Net proceeds from exercise of common stock options364 367 1,941 5,535 
Repurchase of shares to satisfy employee tax withholding obligations(2,634)(2,770)(19,808)(14,281)
Debt issuance costs— (517)— (517)
Repayment of debt— — — (5,000)
Acquisition-related contingent payments— — (8,751)(9,542)
Principal payments in connection with leases(36)(24)(157)(105)
Net cash provided by (used in) financing activities(2,306)(2,944)201,249 102,141 
Effect of exchange rate changes on cash, cash equivalents and restricted cash125 18 187 26 
Net increase (decrease) in cash, cash equivalents and restricted cash
$(44,074)$(64,604)$20,293 $13,731 
Cash, cash equivalents and restricted cash at beginning of period91,187 91,424 26,820 13,089 
Cash, cash equivalents and restricted cash at end of period$47,113 $26,820 $47,113 $26,820 


13



EHEALTH, INC.
SEGMENT INFORMATION
(In thousands, unaudited)

Three Months Ended December 31, % ChangeYear Ended
December 31,
% Change
 2020201920202019
Revenue
Medicare (1)
$269,871 $282,604 (5)%$516,762 $446,961 16 %
Individual, Family and Small Business (2)
23,445 19,144 22 %66,012 59,240 11 %
Total revenue$293,316 $301,748 (3)%$582,774 $506,201 15 %
Segment profit
Medicare segment profit (3)
$82,583 $149,317 (45)%$101,963 $155,234 (34)%
Individual, Family and Small Business segment profit (3)
15,924 8,323 91 %39,383 23,368 69 %
Total segment profit98,507 157,640 (38)%141,346 178,602 (21)%
Corporate (4)
(14,288)(14,994)(5)%(57,664)(45,374)27 %
Stock-based compensation expense(3,450)(9,153)(62)%(25,172)(22,570)12 %
Change in fair value of earnout liability— (8,973)(100)%— (24,079)(100)%
Depreciation and amortization(1,090)(830)31 %(3,694)(2,983)24 %
Amortization of intangible assets(286)(546)(48)%(1,493)(2,187)(32)%
Other income (expenses), net(58)266 *666 2,090 (68)%
Income before income taxes$79,335 $123,410 (36)%$53,989 $83,499 (35)%
__________

* Percentage not meaningful.


Segment Information

We evaluate our business performance and manage our operations as two distinct reporting segments:
Medicare; and
Individual, Family and Small Business.
(1)
The Medicare segment consists primarily of amounts 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 plans, 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.
(2)
The Individual, Family and Small Business segment consists primarily of amounts earned from our sale of individual, 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.
(3)Segment profit is calculated as revenue for the applicable segment less marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses, excluding stock-based compensation expense, depreciation and amortization, restructuring charges, and amortization of intangible assets, that are directly attributable to the applicable segment and other indirect marketing and advertising, customer care and enrollment and technology and content operating expenses, excluding stock-based compensation expense, depreciation and amortization, restructuring charges, and amortization of intangible assets, allocated to the applicable segment based on usage.
(4)
Corporate consists of other indirect general and administrative operating expenses, excluding stock-based compensation expense, depreciation and amortization, which are managed in a corporate shared services environment and, because they are not the responsibility of segment operating management, are not allocated to the reportable segments.

14



EHEALTH, INC.
SUMMARY OF SELECTED METRICS
COMMISSION REVENUE BY PRODUCT
(In thousands, unaudited)

Three Months Ended December 31, % ChangeYear Ended
December 31,
% Change
2020201920202019
Medicare:
Medicare Advantage$206,147 $226,625 (9)%$374,981 $339,810 10 %
Medicare Supplement16,142 15,263 %48,526 40,345 20 %
Medicare Part D5,761 20,918 (72)%12,909 26,824 (52)%
Total Medicare228,050 262,806 (13)%436,416 406,979 %
Individual and Family: (1)
Non-Qualified Health Plans8,228 5,967 38 %20,813 17,559 19 %
Qualified Health Plans2,297 1,966 17 %5,856 6,866 (15)%
Total Individual and Family10,525 7,933 33 %26,669 24,425 %
Ancillaries:
Short-term2,770 3,362 (18)%9,494 10,524 (10)%
Dental3,563 2,100 70 %9,354 5,238 79 %
Vision1,668 708 136 %3,896 2,002 95 %
Other1,699 1,207 41 %4,392 3,985 10 %
Total Ancillaries9,700 7,377 31 %27,136 21,749 25 %
Small Business2,593 3,346 (23)%9,568 9,922 (4)%
Commission Bonus3,335 619 439 %8,400 3,601 133 %
Total Commission Revenue$254,203 $282,081 (10)%$508,189 $466,676 %
_______

(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 those plans.


15



EHEALTH, INC.
SUMMARY OF SELECTED METRICS
COMMISSION REVENUE SUMMARY
(In thousands, unaudited)

Three Months Ended
December 31,
Year Ended
December 31,
 2020201920202019
Medicare:
Commission Revenue from Members Approved During the Period (1)
$235,392 $214,018 $440,722 $355,916 
Net Commission Revenue from Members Approved in Prior Periods (2)
(3,301)50,066 5,665 55,292 
Total Medicare Segment Commission Revenue232,091 264,084 446,387 411,208 
Individual, Family and Small Business:
Commission Revenue from Members Approved During the Period (1)
7,801 8,211 21,971 22,614 
Net Commission Revenue from Members Approved in Prior Periods (2)
14,311 9,786 39,831 32,854 
Total Individual, Family and Small Business Segment Commission Revenue$22,112 $17,997 $61,802 $55,468 
Total Commission Revenue$254,203 $282,081 $508,189 $466,676 
________

(1)
These amounts include commission bonus revenue.
(2)
These amounts reflect our revised estimates of cash collections for certain members approved prior to the relevant reporting period that are recognized as net adjustment revenue within the relevant reporting period. The net adjustment revenue includes both increases in revenue for certain prior period cohorts as well as reductions in revenue for certain prior period cohorts.

16



EHEALTH, INC.
SUMMARY OF SELECTED METRICS
APPROVED MEMBERS
(Unaudited)

Three Months Ended December 31, % ChangeYear Ended December 31, % Change
 2020201920202019
Medicare:
Medicare Advantage217,278 167,073 30 %387,652 279,561 39 %
Medicare Supplement13,463 16,178 (17)%40,551 42,688 (5)%
Medicare Part D50,303 89,993 (44)%74,357 112,677 (34)%
Total Medicare281,044 273,244 %502,560 434,926 16 %
Individual and Family:
Non-Qualified Health Plans9,295 9,937 (6)%19,578 20,187 (3)%
Qualified Health Plans4,986 4,610 %13,750 11,999 15 %
Total Individual and Family14,281 14,547 (2)%33,328 32,186 %
Ancillaries:
Short-term10,272 13,996 (27)%41,640 58,687 (29)%
Dental12,887 11,619 11 %40,455 43,640 (7)%
Vision6,510 6,283 %18,581 21,391 (13)%
Other3,008 5,326 (44)%14,270 22,980 (38)%
Total Ancillaries32,677 37,224 (12)%114,946 146,698 (22)%
Small Business4,615 6,317 (27)%14,809 16,685 (11)%
Total Approved Members332,617 331,332 — %665,643 630,495 %

Approved Members
Approved members represents the number of individuals on submitted applications that were approved by the relevant insurance carrier for the identified product during the relevant period. Approved members may not pay for their plan and become paying members.


17



EHEALTH, INC.
SUMMARY OF SELECTED METRICS
NEW PAYING MEMBERS
(Unaudited)

Three Months Ended December 31, % ChangeYear Ended December 31, % Change
2020201920202019
Medicare:
Medicare Advantage136,857 116,351 18 %324,916 235,978 38 %
Medicare Supplement9,263 11,942 (22)%35,649 37,069 (4)%
Medicare Part D26,245 28,599 (8)%104,833 84,369 24 %
Total Medicare172,365 156,892 10 %465,398 357,416 30 %
Individual and Family:
Non-Qualified Health Plans2,359 2,146 10 %18,279 20,687 (12)%
Qualified Health Plans1,778 886 101 %12,378 10,310 20 %
Total Individual and Family4,137 3,032 36 %30,657 30,997 (1)%
Ancillaries:
Short-term9,660 12,678 (24)%41,953 62,124 (32)%
Dental11,405 9,688 18 %38,253 42,439 (10)%
Vision3,958 3,874 %17,128 21,332 (20)%
Other2,629 4,144 (37)%13,918 21,601 (36)%
Total Ancillaries27,652 30,384 (9)%111,252 147,496 (25)%
Small Business2,550 4,000 (36)%14,362 17,606 (18)%
Total New Paying Members206,704 194,308 %621,669 553,515 12 %


New Paying Members

New paying members consist of approved members from the period presented and any periods prior to the period presented from whom we have received an initial commission payment during the period presented.


18



EHEALTH, INC.
SUMMARY OF SELECTED METRICS
ESTIMATED MEMBERSHIP
(Unaudited)

As of December 31, % Change
 20202019
Medicare: (1)
Medicare Advantage533,282 404,694 32 %
Medicare Supplement104,188 93,477 11 %
Medicare Part D238,503 212,478 12 %
Total Medicare875,973 710,649 23 %
Individual and Family (2)
116,247 128,487 (10)%
Ancillaries: (3)
Short-term23,088 27,862 (17)%
Dental118,647 127,083 (7)%
Vision68,587 71,277 (4)%
Other37,033 38,119 (3)%
Total Ancillaries247,355 264,341 (6)%
Small Business (4)
45,771 42,638 %
Total Estimated Membership1,285,346 1,146,115 12 %

_____________

(1)
To estimate the number of members on Medicare-related health insurance plans, we take the sum of (i) the number of members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation.
(2)To estimate the number of members on Individual and Family health insurance plans ("IFP"), we take the sum of (i) the number of IFP members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation.
(3)To estimate the number of members on ancillary health insurance plans (such as short-term, dental and vision insurance), we take the sum of (i) the number of members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation. The one to three-month period varies by insurance product and is largely dependent upon the timeliness of commission payment and related reporting from the related carriers.
(4)To estimate the number of members on small business health insurance plans, we use the number of initial members at the time the group was approved, and we update this number for changes in membership if such changes are reported to us by the group or carrier. However, groups generally notify the carrier directly of policy cancellations and increases or decreases in group size without informing us. Health insurance carriers often do not communicate policy cancellation information or group size changes to us. We often are made aware of policy cancellations and group size changes at the time of annual renewal and update our membership statistics accordingly in the period they are reported.

19



EHEALTH, INC.
SUMMARY OF SELECTED METRICS
ESTIMATED MEMBERSHIP (Continued)
(Unaudited)

Estimated Membership
Estimated membership represents the estimated number of members active as of the date indicated based on the number of members for whom we have received or applied a commission payment during the month of estimation.
Health insurance carriers bill and collect insurance premiums paid by our members. The carriers do not report to us the number of members that we have as of a given date. The majority of our members who terminate their policies do so by discontinuing their premium payments to the carrier and do not inform us of the cancellation. Also, some of our members pay their premiums less frequently than monthly. Given the number of months required to observe non-payment of commissions in order to confirm cancellations, we estimate the number of members who are active on insurance policies as of a specified date.
After we have estimated membership for a period, we may receive information from health insurance carriers that would have impacted the estimate if we had received the information prior to the date of estimation. We may receive commission payments or other information that indicates that a member who was not included in our estimates for a prior period was in fact an active member at that time, or that a member who was included in our estimates was in fact not an active member of ours. For instance, we reconcile information carriers provide to us and may determine that we were not historically paid commissions owed to us, which would cause us to have underestimated membership. Conversely, carriers may require us to return commission payments paid in a prior period due to policy cancellations for members we previously estimated as being active. We do not update our estimated membership numbers reported in previous periods. Instead, we reflect updated information regarding our historical membership in the membership estimate for the current period. As a result of the delay in our receipt of information from insurance carriers, actual trends in our membership are most discernible over periods longer than from one quarter to the next. As a result of the delay we experience in receiving information about our membership, it is difficult for us to determine with any certainty the impact of current conditions on our membership retention. Healthcare reform and its impacts as well as other factors could cause the assumptions and estimates that we make in connection with estimating our membership to be inaccurate, which would cause our membership estimates to be inaccurate.

20



EHEALTH, INC.
SUMMARY OF SELECTED METRICS
CONSTRAINED LIFETIME VALUE OF
COMMISSIONS PER APPROVED MEMBER
(Unaudited)

Three Months Ended December 31, % ChangeYear Ended December 31, % Change
 2020201920202019
Medicare
Medicare Advantage (1)
$949 $1,052 (10)%$952 $1,013 (6)%
Medicare Supplement (1)
1,121 990 13 %1,125 979 15 %
Medicare Part D (1)
198 233 (15)%215 238 (10)%
Individual and Family
Non-Qualified Health Plans (1)
216 252 (14)%203 213 (5)%
Qualified Health Plans (1)
299 267 12 %265 217 22 %
Ancillaries
Short-term (1)
189 135 40 %162 101 60 %
Dental (1)
94 77 22 %79 70 13 %
Vision (1)
64 63 %55 56 (2)%
Small Business (2)
172 158 %157 159 (1)%


Constrained Lifetime Value of Commissions Per Approved Member
(1)
Constrained lifetime value (“LTV”) of commissions per approved member represents commissions estimated to be collected over the estimated life of an approved member’s policy after applying constraints in accordance with our revenue recognition policy. The estimate is driven by multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated average plan duration, the regulatory environment, and cancellations of insurance plans offered by health insurance carriers with which we have a relationship. These factors may result in varying values from period to period.
(2)For small business, the amount represents the estimated commissions we expect to collect from the plan over the following twelve months. The estimate is driven by multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated average plan duration, the regulatory environment, and cancellations of insurance plans offered by health insurance carriers with which we have a relationship and applied constraints. These factors may result in varying values from period to period.




21



EHEALTH, INC.
SUMMARY OF SELECTED METRICS
EXPENSE METRICS PER APPROVED MEMBER
(Unaudited)


Three Months Ended
December 31,
% ChangeYear Ended
December 31,
% Change
2020201920202019
Medicare:
Estimated customer care and enrollment ("CC&E") cost per approved Medicare Advantage ("MA")-equivalent approved member (1)
$286 $242 18 %$368 $355 %
Estimated variable marketing cost per MA-equivalent approved member (1)
401 317 26 %384 330 16 %
Total Medicare estimated cost per approved member$687 $559 23 %$752 $685 10 %
Individual and Family Plan ("IFP"):
Estimated CC&E cost per IFP-equivalent approved member (2)
$75 $80 (6)%$92 $102 (10)%
Estimated variable marketing cost per IFP-equivalent approved member (2)
133 104 28 %83 67 24 %
Total IFP estimated cost per approved member$208 $184 13 %$175 $169 %
_____________
(1)
MA-equivalent approved members is a derived metric with a Medicare Part D approved member being weighted at 25% of a Medicare Advantage member and a Medicare Supplement member based on their relative LTVs at the time of our adoption of Accounting Standards Codification 606 – Revenue from Contracts with Customers (“ASC 606”). We calculate the number of approved MA-equivalent members by adding the total number of approved Medicare Advantage and Medicare Supplement members and 25% of the total number of approved Medicare Part D members during the period presented.
(2)
IFP-equivalent approved members is a derived metric with a short-term approved member being weighted at 33% of a major medical individual and family health insurance plan member based on their relative LTVs at the time of our adoption of ASC 606. We calculate the number of approved IFP-equivalent members by adding the total number of approved qualified and non-qualified health plan members and 33% of the total number of short-term approved members during the period presented.

Expense Metrics Per Approved Member
Marketing initiatives are an important component of our strategy to increase revenue and are primarily designed to encourage consumers to complete an application for health insurance. Variable marketing cost represents direct costs incurred in member acquisition from our direct, marketing partners and online advertising channels. In addition, we incur customer care and enrollment expenses in assisting applicants during the enrollment process.

The numerator used to calculate each metric is the portion of the respective operating expenses for marketing and advertising and customer care and enrollment that is directly related to member acquisition for our sale of Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans (collectively, the “Medicare Plans”) and for all IFP plans including individual and family plans and short-term health insurance (collectively, the “IFP Plans”), respectively. The denominator used to calculate each metric is based on a derived metric that represents the relative value of the new members acquired. For Medicare Plans, we call this derived metric Medicare Advantage (“MA”)-equivalent members, and for IFP Plans, we call this derived metric IFP-equivalent members. The calculations for MA-equivalent members and for IFP-equivalent members are based on the weighted number of approved members for Medicare Plans and IFP Plans during the period, with the number of approved members adjusted based on the relative LTV of the product they are purchasing. Since the LTV for any product fluctuates from period to period, the weight given to each product was determined based on their relative LTVs at the time of our adoption of ASC 606.

22



EHEALTH, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share amounts, unaudited)


Three Months Ended
December 31,
Year Ended
December 31,
2020201920202019
GAAP net income$59,873 $88,824 $45,450 $66,887 
Stock-based compensation expense (1)
3,450 9,153 25,172 22,570 
Change in fair value of earnout liability (2)
— 8,973 — 24,079 
Amortization of intangible assets (3)
286 546 1,493 2,187 
Tax effect of non-GAAP adjustments (4)
(553)(4,965)(6,520)(13,747)
Non-GAAP net income$63,056 $102,531 $65,595 $101,976 
GAAP net income per diluted share$2.20 $3.58 $1.68 $2.73 
Stock-based compensation expense (1)
0.13 0.37 0.93 0.92 
Change in fair value of earnout liability (2)
— 0.36 — 0.98 
Amortization of intangible assets (3)
0.01 0.02 0.06 0.09 
Tax effect of non-GAAP adjustments (4)
(0.02)(0.20)(0.24)(0.56)
Non-GAAP net income per diluted share$2.32 $4.13 $2.43 $4.16 
GAAP net income$59,873 $88,824 $45,450 $66,887 
Stock-based compensation expense (1)
3,450 9,153 25,172 22,570 
Change in fair value of earnout liability (2)
— 8,973 — 24,079 
Depreciation and amortization (5)
1,090 830 3,694 2,983 
Amortization of intangible assets (3)
286 546 1,493 2,187 
Other expenses (income), net (6)
58 (266)(666)(2,090)
Provision for income taxes (7)
19,462 34,586 8,539 16,612 
Adjusted EBITDA$84,219 $142,646 $83,682 $133,228 


Explanation of Adjustments

(1)
Non-GAAP net income, non-GAAP net income per diluted share and adjusted EBITDA exclude the effect of expensing stock-based compensation related to stock options and restricted stock units.
(2)
Non-GAAP net income, non-GAAP net income per diluted share and adjusted EBITDA exclude the change in fair value of earnout liability related to the acquisition of GoMedigap, which was completed in January 2018.
(3)
Non-GAAP net income, non-GAAP net income per diluted share and adjusted EBITDA exclude amortization of intangible assets.
(4)
Non-GAAP net income, non-GAAP net income per diluted share exclude the tax effect of non-GAAP adjustments.
(5)Adjusted EBITDA excludes depreciation and amortization.
(6)Adjusted EBITDA excludes other expense (income), net.
(7)Adjusted EBITDA excludes provision for income taxes.

23



EHEALTH, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
ADJUSTED EBITDA EXCLUDING CHANGES IN ESTIMATES
(In thousands, except per share amounts, unaudited)

Three Months Ended
December 31,
Year Ended
December 31,
2020201920202019
GAAP net income$59,873 $88,824 $45,450 $66,887 
Change in estimate— (42,308)— (42,308)
Stock-based compensation expense (1)
3,450 9,153 25,172 22,570 
Change in fair value of earnout liability (2)
— 8,973 — 24,079 
Depreciation and amortization (3)
1,090 830 3,694 2,983 
Amortization of intangible assets (4)
286 546 1,493 2,187 
Other income, net (5)
58 (266)(666)(2,090)
Provision for income taxes (6)
19,462 34,586 8,539 16,612 
Adjusted EBITDA excluding changes in estimates$84,219 $100,338 $83,682 $90,920 


Explanation of Adjustments

(1)Adjusted EBITDA exclude the effect of expensing stock-based compensation related to stock options and restricted stock units.
(2)Adjusted EBITDA exclude the change in fair value of earnout liability related to the acquisition of GoMedigap, which was completed in January 2018.
(3)Adjusted EBITDA excludes depreciation and amortization.
(4)Adjusted EBITDA exclude amortization of intangible assets.
(5)Adjusted EBITDA excludes other income, net.
(6)Adjusted EBITDA excludes provision for income taxes.

24



EHEALTH, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GUIDANCE (1)
(In millions, except per share amounts, unaudited)

Year Ending December 31, 2021
LowHigh
GAAP net income$42.0 $57.0 
Stock-based compensation expense39.0 37.0 
Restructuring Charges2.1 2.1 
Amortization of intangible assets1.5 1.5 
Tax effect of non-GAAP adjustments(8.5)(8.1)
Non-GAAP net income$76.1 $89.5 
GAAP net income per diluted share$1.53 $2.08 
Stock-based compensation expense1.42 1.35 
Restructuring Charges0.08 0.08 
Amortization of intangible assets0.05 0.05 
Tax effect of non-GAAP adjustments(0.31)(0.29)
Non-GAAP net income per diluted share$2.77 $3.26 
GAAP net income$42.0 $57.0 
Stock-based compensation expense39.0 37.0 
Depreciation and amortization5.5 4.5 
Restructuring Charges2.1 2.1 
Amortization of intangible assets1.5 1.5 
Other income, net(1.5)(2.5)
Provision for income taxes11.4 15.4 
Adjusted EBITDA$100.0 $115.0 
_______

(1)
See Non-GAAP Financial Information section for definitions of our non-GAAP financial measures.

25
ehealthfy2020earningssli
February 18, 2021 Q4 2020 and FY 2020 Financial Results Conference Call Slides


 
Safe Harbor Statement Forward-Looking Statements This presentation includes forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking statements in this presentation include, but are not limited to, the following: our operational focus in 2021, including our plans to increase the effectiveness of our telesales organization, our marketing strategy and our online capabilities; our expected cash collections for Medicare Advantage plans and member turnover rate; and our guidance for the full year ending December 31, 2021, including our guidance for total revenue and revenue from our Medicare segment and our Individual, Family and Small Business segment, GAAP net income, Adjusted EBITDA, profit from our Medicare segment and our Individual, Family and Small Business segment, Corporate shared service expense, cash used in operations and cash used for capital expenditures, and GAAP net income per diluted share and non-GAAP net income per diluted share. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include those set forth in our filings with the Securities and Exchange Commission, including our latest Form 10-Q and 10-K. The forward-looking statements in this presentation are based on information available to us as of today, and we disclaim any obligation to update any forward looking statements, except as required by law. Non-GAAP Information This presentation includes both GAAP and non-GAAP financial measures. The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measures included in this presentation to the most directly comparable GAAP financial measures is available in the earnings release issued by eHealth, Inc. on February 18, 2021 announcing its fourth quarter and fiscal year 2020 results. Management uses both GAAP and non-GAAP information in evaluating and operating its business internally and as such has determined that it is important to provide this information to investors. 1


 
$22 $61 $113 $102 -$10M $30M $70M $110M $150M 2017 2018 2019 2020 176 240 435 503 0K 200K 400K 600K 2017 2018 2019 2020 118 148 280 388 0K 200K 400K 600K 2017 2018 2019 2020 eHealth: a Strong, Differentiated Growth Engine 2 Medicare Advantage Approved Members (In Thousands) Medicare Approved Members (In Thousands) Medicare Segment Profit (In Millions) Medicare Segment Revenue (In Millions) 3 Year CAGR: 49% 3 Year CAGR: 42% $142 $211 $405 $517 $0M $200M $400M $600M 2017 2018 2019 2020 3 Year CAGR: 54% 3 Year CAGR: 66% (1) FY 2019 revenue and adjusted EBITDA exclude the positive impact of $42.3 million in revenue resulting from a change in estimate for expected cash commission collections relating to existing Medicare Advantage plans enrolled in prior to the fourth quarter of 2019. (1) (1)


 
eHealth FY 2020 Highlights 3 FY 2020 results reflect continuing enrollment growth in our Medicare business accompanied by a meaningful increase in the number and percentage of major medical Medicare enrollments completed online(2) Medicare carrier advertising revenue grew 98% year-over-year Revenue of $583MM grew 26% compared to FY 2019(1) (1) Fourth quarter 2019 and FY 2019 revenue and adjusted EBITDA exclude the positive impact of $42.3 million in revenue resulting from a change in estimate for expected cash commission collections relating to existing Medicare Advantage plans enrolled in prior to the fourth quarter of 2019. (2) Major Medicare plans include Medicare Advantage and Medicare Supplement plans; Online % represents a combination of unassisted and partially agent-assisted online enrollments. 37% of Medicare major medical applications submitted online, compared to 27% in FY 2019(2) Estimated Trailing Twelve Month Turnover % for Medicare Advantage at 40% for Q4 20, compared to 42% in Q3 20 Net Income of $45.5M and Adjusted EBITDA of $83.7MM, compared to $66.9M and $90.9MM(1) in FY 2019 respectively Medicare Advantage approved members grew 39% year-over- year Implemented a multifaceted program to increase member retention


 
4 Q4 and FY 2020 Revenue Q4 and FY Revenue growth driven primarily by an increase in approved Medicare Advantage members of 30% in Q4 and 39% in FY 2020 compared to Q4 and FY 2019 Medicare carrier advertising revenue grew 107% in Q4 and 98% in FY 2020 compared to Q4 and FY 2019 Positive impact of Medicare enrollment growth was partially offset by a decline in Medicare Advantage LTVs of 10% in Q4 and 6% in FY 2020 compared to Q4 and FY 2019 Revenue in our Individual & Family and Small Business group segment grew 22% in Q4 and 11% in FY 2020 driven primarily by growth in tail revenue Revenue (1) Fourth quarter 2019 and FY 2019 revenue exclude the positive impact of $42.3 million in revenue resulting from a change in estimate for expected cash commission collections relating to existing Medicare Advantage plans enrolled in prior to the fourth quarter of 2019. $ 259.4 $ 293.3 Q4-FY19 Q4-FY20 Revenue ($MM) 13% $ 463.9 $ 582.8 FY 2019 FY 2020 Revenue ($MM) 26% (1) (1)


 
Q4 and FY 2020 Net Income and Adjusted EBITDA(1) (1) Adjusted EBITDA is calculated by excluding the impacts of interest income and expense, income tax expense (benefit), depreciation and amortization, stock-based compensation expense, change in fair value of earnout liability, restructuring and reorganization charges, purchase price adjustments, amortization of intangible assets, other income (expenses), net, convertible preferred stock dividends and other non-recurring charges to GAAP net income. Other non-recurring charges to GAAP net income may include transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, whether or not consummated, and the cumulative effect of a change in accounting principles. (2) Fourth quarter 2019 and FY 2019 adjusted EBITDA exclude the positive impact of $42.3 million in revenue resulting from a change in estimate for expected cash commission collections relating to existing Medicare Advantage plans enrolled in prior to the fourth quarter of 2019. Exceeded expectations due to significant growth in Medicare enrollments Net Income Adjusted EBITDA 5 $ 88.8 $ 59.9 Q4-FY19 Q4-FY20 Net Income ($MM) -33% $ 66.9 $ 45.5 FY 2019 FY 2020 Net Income ($MM) -32% $ 100.3 $ 84.2 Q4-FY19 Q4-FY20 Adjusted EBITDA ($MM) -16% $ 90.9 $ 83.7 FY 2019 FY 2020 Adjusted EBITDA ($MM) -8% (2) (2)


 
Q4 and FY 2020 Medicare Segment Revenue and Profit Medicare Segment Revenue grew 12% in Q4 and 28% in FY 2020 compared to 2019(1) Medicare Segment Profit declined 23% in Q4 and 10% in Q4 2020 compared to 2019 driven primarily by underperformance of external telesales agents Medicare Segment Revenue Medicare Segment Profit 6 $ 240.3 $ 269.9 Q4-FY19 Q4-FY20 Medicare Segment Revenue ($MM) 12% $ 404.7 $ 516.8 FY 2019 FY 2020 Medicare Segment Revenue ($MM) 28% $ 107.0 $ 82.6 Q4-FY19 Q4-FY20 Medicare Segment Profit ($MM) -23% $ 112.9 $ 102.0 FY 2019 FY 2020 Medicare Segment Profit ($MM) -10% (1) Fourth quarter 2019 and FY 2019 Medicare segment revenue and Medicare segment profit exclude the positive impact of $42.3 million in revenue resulting from a change in estimate for expected cash commission collections relating to existing Medicare Advantage plans enrolled in prior to the fourth quarter of 2019. (1) (1) (1) (1)


 
Q4 and FY 2020 Medicare Advantage Approved Members(1) and New Paying Members(2) FY 20 Medicare Advantage approved members grew 39% YoY and Medicare Advantage new paying members grew by 38% YoY (1) Approved members consist of the number of individuals on submitted applications that were approved by the relevant insurance carrier for the identified product during the period presented. Approved members may not pay for their plan and become paying members. (2) New Paying Members consist of approved members from the period presented and any periods prior to the period presented from whom we have received an initial commission payment during the period presented. Medicare Advantage Approved Members Medicare Advantage New Paying Members 7 167 217 Q4-FY19 Q4-FY20 Medicare Advantage Approved Members (000s) 30% 280 388 FY 2019 FY 2020 Medicare Advantage Approved Members (000s) 39% 116 137 Q4-FY19 Q4-FY20 Medicare Advantage New Paying Members (000s) 18% 236 325 FY 2019 FY 2020 Medicare Advantage New Paying Members (000s) 38%


 
Medicare Major Medical Online Application%(1) Achieved online penetration for FY 2020 of 37%, compared to 27% for FY 2019 (1) Major Medicare plans include Medicare Advantage and Medicare Supplement plans; online % represents a combination of unassisted and partially agent-assisted online enrollments. Medicare Major Medical Online Application % 8 12% 11% 21% 36% 27% 24% 30% 36% 43% 37% Q1 Q2 Q3 Q4 FY FY 19 FY 20


 
Trailing Twelve Months (“TTM”) Medicare Segment Commissions Cash Collections 9 Q4 20 TTM Medicare Segment commissions cash collections increased by 48% year-over-year Q4 20 TTM Medicare Segment commissions cash collections per MA equivalent member(1) of $367 grew 17% year-over- year +41% +45% +44% +37% +50% +49% +47% +48% +32% +32% +34% +46% +44% +37% +33% +23% $0 $50 $100 $150 $200 $250 $300 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 TTM Medicare Segment Commissions Cash Collections TTM Medicare Segment Commissions Cash Collections Y/Y % Estimated Medicare Membership Growth Y/Y % ($MM) TTM Medicare Segment Commissions Cash Collections (1) MA Equivalent member is calculated as the total number of estimated Medicare Advantage and Medicare Supplement membership and 25% of the estimated Medicare Part D membership during the period presented. (TTM)


 
Q4 and FY 2020 IFP Segment Revenue and Profit IFP Segment Revenue IFP Segment Profit 10 $ 19.1 $ 23.4 Q4-FY19 Q4-FY20 Individual, Family and Small Business Segment Revenue ($MM) 22% $ 59.2 $ 66.0 FY 2019 FY 2020 Individual, Family and Small Business Segment Revenue ($MM) 11% $ 8.3 $ 15.9 Q4-FY19 Q4-FY20 Individual, Family and Small Business Segment Profit ($MM) 91% $ 23.4 $ 39.4 FY 2019 FY 2020 Individual, Family and Small Business Segment Profit ($MM) 69%


 
Medicare Advantage Plan Member Turnover Trend Since Q4 2018 11 MA Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q42020 Approved Members (1) 83,376 40,741 36,576 35,171 167,073 64,898 60,477 44,999 217,278 Estimated Beginning (Paying) Membership (2) 235,269 276,357 280,763 291,171 309,180 404,694 404,262 407,243 421,237 New Paying Members (3) 62,817 49,531 36,122 33,974 116,351 86,299 57,232 44,528 136,857 Estimated Ending (Paying) Membership (4) 276,357 280,763 291,171 309,180 404,694 404,262 407,243 421,237 533,282 Medicare Advantage Plan Member Turnover (5) 21,729 45,125 25,714 15,965 20,837 86,731 54,251 30,534 24,812 Trailing Twelve Month Member Turnover (6) 95,066 89,358 102,403 108,533 107,641 149,247 177,783 192,353 196,328 Average Trailing Twelve Month Estimated Membership Plus New Paying Members (7) 262,856 276,949 296,491 316,501 348,362 389,638 425,791 457,447 490,588 Trailing Twelve Month Member Turnover Rate (8) 36% 32% 35% 34% 31% 38% 42% 42% 40%


 
Medicare Advantage Plan Member Turnover Trend Since Q4 2018 (cont’d) 12 (1) Approved members consist of the number of individuals on submitted applications that were approved by the relevant insurance carrier for the identified product during the period presented. Approved members may not pay for their plan and become paying members. (2) Estimated Beginning (Paying) Membership is the Estimated Ending Membership for the period prior to the period of estimation. Membership is estimated using the methodology described in our periodic filings with the Securities and Exchange Commission. (3) New Paying Members consist of approved members from the period presented and any periods prior to the period presented from whom we have received an initial commission payment during the period presented. (4) Estimated Ending (Paying) Membership is the number of members we estimate as of the end of the period. Membership is estimated using the methodology described in our periodic filings with the Securities and Exchange Commission. (5) Medicare Advantage Plan Member Turnover for the period is derived as follows: Estimated Beginning Membership plus New Paying Members minus Estimated Ending Membership. (6) Trailing Twelve Month Member Turnover is the sum of Medicare Advantage Plan Member Turnover for the prior twelve months. (7) Average Trailing Twelve Month Estimated Membership Plus New Paying Members is the sum of (i) trailing twelve month Estimated Beginning Membership, plus (ii) New Paying Members for the trailing twelve month, divided by 4. (8) Trailing Twelve Month Member Turnover Rate is Trailing Twelve Month Turnover divided by Average Trailing Twelve Month Estimated Membership Plus New Paying Members.


 
Key Areas of Operational Focus for 2021 13 • Increase effectiveness of our telesales organization ─ Shift to a predominately internal workforce ─ Enhance the agent onboarding and training process ─ Expand retention team • Enhance marketing strategies ─ Emphasize online and strategic partner channels characterized by attractive ROI ─ Reduce reliance on Direct TV channel ─ Shift from transaction-driven marketing to a focus on customer lifecycle. Broaden selection of ancillary products • Further expand our online/e-commerce capabilities with strong emphasis on personalization of consumer experience


 
2021 Guidance(1) For the full year ending December 31, 2021, we expect: Total revenue is expected in the range of $660M to $700M • Medicare segment revenue is expected in the range of $621M to $659M. • Individual, Family and Small Business segment revenue is expected in the range of $39M to $41M. GAAP net income is expected to be in the range of $42M to $57M GAAP net income per diluted share is expected to be in the range of $1.53 to $2.08. Adjusted EBITDA(2) is expected in the range of $100M to $115M. • Medicare segment profit(3) is expected in the range of $138M to $155M • Individual, Family and Small Business segment profit is expected in the range of $18M to $19M. • Corporate shared service expenses(4) is expected in the range of $56M to $59M Non-GAAP net income per diluted share(5) is expected to be in the range of $2.77 to $3.26. Cash used in operations is expected to be in the range of $85M to $95M, and cash used for capital expenditures in the range of $24M to $27M 14


 
2021 Guidance (cont’d) 15 (1) Guidance excludes the potential impact from the agreement with HIG Capital for a $225 million investment announced on January 29, 2021 (2) Adjusted EBITDA is calculated by excluding the impacts of interest income and expense, income tax expense (benefit), depreciation and amortization, stock-based compensation expense, change in fair value of earnout liability, restructuring and reorganization charges, purchase price adjustments, amortization of intangible assets, other income (expenses), net, convertible preferred stock dividends and other non- recurring charges to GAAP net income. Other non-recurring charges to GAAP net income may include transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, whether or not consummated, and the cumulative effect of a change in accounting principles. (3) Segment profit is calculated as revenue for the applicable segment less marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses, excluding stock-based compensation expense, depreciation and amortization, restructuring charges, and amortization of intangible assets, that are directly attributable to the applicable segment and other indirect marketing and advertising, customer care and enrollment and technology and content operating expenses, excluding stock-based compensation expense, depreciation and amortization, restructuring charges, and amortization of intangible assets, allocated to the applicable segment based on usage. (4) Corporate consists of other indirect general and administrative operating expenses, excluding stock-based compensation expense and depreciation and amortization, which are managed in a corporate shared services environment and, because they are not the responsibility of segment operating management, are not allocated to the reportable segments. (5) Non-GAAP net income per diluted share consists of GAAP net income per diluted share excluding the following items: the effects of expensing stock-based compensation related to stock options and restricted stock units per diluted share, change in fair value of earnout liability per diluted share, restructuring and reorganization charges per diluted share, purchase price adjustments per diluted share, amortization of intangible assets per diluted share, other non-recurring charges per diluted share, and the income tax impact of non-GAAP adjustments per diluted share.