ehth-20221107
FALSE000133349300013334932022-11-072022-11-07


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): November 7, 2022
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, SUITE 150
SANTA CLARA, CA 95054
(Address of principal executive offices)    (Zip Code)

(650) 210-3150
(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 November 7, 2022, eHealth, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2022 and its financial condition as of September 30, 2022. 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 November 7, 2022, 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
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





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:November 7, 2022/s/ Christine Janofsky
Christine Janofsky
Chief Financial Officer
(Principal Financial Officer)





Document
https://cdn.kscope.io/8391933965cc43e706d9bf1b32414a3f-ehealthlogoa01a02a01a01a63.jpg
eHealth, Inc. Announces Third Quarter 2022 Results

SANTA CLARA, California — November 7, 2022 — eHealth, Inc. (Nasdaq: EHTH), a leading private online health insurance marketplace, today announced its financial results for the third quarter ended September 30, 2022.
Third Quarter 2022 Overview
$53.4M$(39.1)M$(33.1)M
TOTAL REVENUEGAAP NET LOSS
ADJUSTED EBITDA(1)
$(29.6)M18% YoY$785.8M
OPERATING CASH FLOW
MEDICARE ADVANTAGE APPLICATIONS SUBMITTED UNASSISTED ONLINE
COMMISSIONS RECEIVABLE BALANCE
Third Quarter 2022 Highlights
Third quarter financial results reflect a reduction in member acquisition spending pursuant to our cost transformation plan combined with a significant improvement in Medicare agent productivity.
Third quarter net cash used in operating activities improved to $29.6 million from $71.0 million in the third quarter of 2021. Net cash used in operating activities for the first nine months of 2022 improved to $8.3 million from $60.3 million in the first nine months of 2021.
Third quarter Medicare telephonic conversion rates increased over 30% year-over-year reflecting process enhancements in our telesales organization introduced ahead of the AEP.
We are on track to deliver more than $90 million in total cost savings in 2022 compared to 2021.
Our omnichannel enrollment platform continues to scale. Online unassisted Medicare Advantage submitted applications grew 18% and partially assisted applications grew 39% year-over-year. The combination of assisted and unassisted online Medicare Advantage applications represented 59% of total submitted Medicare Advantage applications in the third quarter.
We had $164.7 million in cash, cash equivalents and marketable securities and $785.8 million of total commissions receivable as of September 30, 2022.
CEO Comments
“I began my tenure at eHealth one year ago. Since then, we have assembled a new leadership team and have put in place significant operational improvements across all critical areas of the organization. While we still have work to do, our third quarter results showcase the impact of these efforts. During the quarter, we generated similar Medicare enrollment volumes to a year ago while reducing member acquisition spend by 35% through higher agent productivity and more effective marketing campaigns. We are also pleased with our performance in the first weeks of the Annual Enrollment Period, which to this point reflects another meaningful increase in agent productivity compared to last year.”
_____________

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

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GAAP — Third Quarter of 2022 Results
(In thousands, except per share amounts)Q3 2022Q3 2021
Total revenue$53,376 $63,914 
Total commission revenue48,977 59,191 
Segment revenue
Medicare45,137 46,381 
Individual, Family and Small Business8,239 17,533 
Segment profit (loss)
Medicare(22,962)(52,882)
Individual, Family and Small Business2,688 12,499 
Loss from operations(48,269)(66,037)
Net loss(39,149)(53,014)
Net loss attributable to common stockholders(46,998)(59,948)
Diluted net loss attributable to common stockholders per share(1.72)(2.24)
Net cash used in operating activities(29,636)(71,047)


Total commission revenue for the three months ended September 30, 2022 decreased 17% compared to the same period in 2021 due to a $1.2 million decrease in commission revenue from the Medicare segment and a $9.0 million decrease in commission revenue from the Individual, Family and Small Business segment.

The decrease in commission revenue from the Medicare segment was driven by a 4% decrease in Medicare plan approved members. This was primarily due to a 39% and 20% decrease in Medicare Supplement and Medicare Part D plan approved members, respectively, partially offset by a 3% increase in Medicare Advantage plan approved members compared to the same period in 2021. The decrease in Medicare Supplement and Medicare Part D plan approved members was driven primarily by a shift in consumer demand which now favors Medicare Advantage as well as our targeted deployment of marketing and advertising costs toward Medicare Advantage. The increase in Medicare Advantage approved members was due to an increase in telephonic conversion rates and growth in online unassisted applications.

The decrease in commission revenue from the Individual, Family and Small Business segment was due primarily to $1.8 million in net adjustment revenue from prior period enrollments for the three months ended September 30, 2022 compared to $10.0 million for the same period in 2021, a 41% decrease in individual and family plan approved members and a 26% decrease in ancillary product approved members, partially offset by an increase in constrained lifetime value of commissions per approved individual and family plan member compared to the same period in 2021.

Net cash used in operating activities for the for the three months ended September 30, 2022 was $29.6 million compared to $71.0 million for the same period in 2021, a $41.4 million improvement year-over-year. This improvement represents the initial results of our cost transformation program and significant operational improvements implemented over the past year.

Other revenue decreased $0.3 million during the three months ended September 30, 2022 compared to the same period in 2021 due to a decrease in advertising revenue.
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GAAP — Year-to-Date 2022 Results
(In thousands, except per share amounts)Nine Months Ended September 30, 2022Nine Months Ended September 30, 2021
Total Revenue$209,035 $294,685 
Total Commission Revenue190,662 276,066 
Segment Revenue
Medicare181,266 240,633 
Individual, Family and Small Business27,769 54,052 
Segment Profit (Loss)
Medicare(63,050)(46,141)
Individual, Family and Small Business12,285 38,476 
Loss from operations(133,456)(92,012)
Net loss(109,393)(72,223)
Net loss attributable to common stockholders(131,986)(83,636)
Diluted net loss attributable to common stockholders per share(4.83)(3.13)
Net cash used in operating activities(8,290)(60,321)


Total commission revenue for the nine months ended September 30, 2022 decreased 31% compared to the same period in 2021 due to a $59.5 million decrease in Medicare segment commission revenue and a $25.9 million decrease in Individual, Family and Small Business segment commission revenue.

The decrease in commission revenue from the Medicare segment was due to a 23% decrease in overall Medicare approved members, driven primarily by a decrease in member acquisition spend including marketing and customer care and enrollment, as well as a decline in conversion rates in the first half of 2022 compared to a year ago.

The decrease in commission revenue from the Individual, Family and Small Business segment was primarily due to $4.4 million in net adjustment revenue from prior period enrollments for the nine months ended September 30, 2022 compared to $29.1 million for the same period in 2021, a 34% decrease in individual and family plan approved members, and a 26% decrease in ancillary product approved members.

For the first nine months ended September 30, 2022, net cash used in operating activities was $8.3 million compared to $60.3 million for the same period in 2021, a $52.0 million improvement year-over-year. This improvement represents the initial results of our cost transformation program and significant operational improvements implemented over the past year.


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Non-GAAP(1) — Third Quarter of 2022 Results
(In thousands, except per share amounts)Q3 2022Q3 2021
Non-GAAP net loss$(31,914)$(47,677)
Non-GAAP net loss per diluted share(1.17)(1.78)
Adjusted EBITDA(33,069)(55,210)
_____________

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

Non-GAAP net loss for the third quarter of 2022 was $31.9 million, or $1.17 non-GAAP net loss per diluted share, compared to non-GAAP net loss of $47.7 million, or $1.78 non-GAAP net loss per diluted share, for the same period in 2021. The decrease in non-GAAP net loss was primarily attributable to a 26% decline in non-GAAP operating expense as a result of our transformation initiatives, partially offset by a 16% decrease in total revenue.

Non-GAAP net loss and non-GAAP net loss per diluted share for the third quarter of 2022 were calculated by excluding $4.9 million of paid-in-kind dividends, $2.9 million change in preferred stock redemption value, $5.1 million of stock-based compensation expense, $4.5 million of impairment, restructuring and other charges reflecting primarily $3.4 million in lease impairment related to our shift to a remote-first model and $2.4 million of the income tax effect of these non-GAAP adjustments from GAAP net loss attributable to common stockholders and GAAP net loss attributable to common stockholders per diluted share.

Non-GAAP net loss and non-GAAP net loss per diluted share for the third quarter of 2021 were calculated by excluding $4.6 million of paid-in-kind dividends, $2.4 million change in preferred stock redemption value, $5.2 million of stock-based compensation expense, $0.1 million of amortization of intangible assets, $0.6 million of impairment, restructuring and other charges and $0.6 million of the income tax effect of these non-GAAP adjustments from GAAP net loss attributable to common stockholders and GAAP net loss attributable to common stockholders per diluted share.

Adjusted EBITDA for the third quarter of 2022 increased compared to the same period in 2021 primarily due to a decrease in non-GAAP operating expense as a result of our transformation initiatives, partially offset by a decrease in total revenue.
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Non-GAAP(1) — Year-to-Date 2022 Results
(In thousands, except per share amounts)Nine Months Ended September 30, 2022Nine Months Ended September 30, 2021
Non-GAAP net loss$(88,946)$(50,431)
Non-GAAP net loss per diluted share(3.25)(1.89)
Adjusted EBITDA(91,147)(50,871)
_____________

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

Non-GAAP net loss for the nine months ended September 30, 2022 was $88.9 million, or $3.25 non-GAAP net loss per diluted share, compared to non-GAAP net loss of $50.4 million, or $1.89 non-GAAP net loss per diluted share, for the same period in 2021. The increase in non-GAAP net loss was primarily attributable to a decrease in total revenue, partially offset by a 12% decrease in non-GAAP operating expense driven by our transformation initiatives.

Non-GAAP net loss and non-GAAP net loss per diluted share for the nine months ended September 30, 2022 were calculated by excluding $14.4 million of paid-in-kind dividends, $8.2 million change in preferred stock redemption value, $15.9 million of stock-based compensation expense, $10.7 million of impairment, restructuring and other charges and $6.2 million of the income tax effect of these non-GAAP adjustments from GAAP net loss attributable to common stockholders and GAAP net loss attributable to common stockholders per diluted share.

Non-GAAP net loss and non-GAAP net loss per diluted share for the nine months ended September 30, 2021 were calculated by excluding $7.6 million of paid-in-kind dividends, $3.8 million change in preferred stock redemption value, $24.9 million of stock-based compensation expense, $3.0 million of impairment, restructuring and other charges, $0.4 million of amortization of intangible assets and $6.5 million of the income tax effect of these non-GAAP adjustments from GAAP net loss attributable to common stockholders and GAAP net loss attributable to common stockholders per diluted share.

Adjusted EBITDA for the nine months ended September 30, 2022 decreased compared to the same period in 2021 primarily due to a decrease in total revenue, partially offset by a decrease in non-GAAP operating expense due to our transformation initiatives.
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Selected Metrics Highlights — Third Quarter of 2022 Results
Q3 2022Q3 2021
Approved Members
Medicare44,890 46,784 
Individual and Family4,859 8,232 
New Paying Members
Medicare42,052 47,626 
Individual and Family5,034 8,143 
Online Submission %(1) – Major Medicare(2)
57 %45 %
Unassisted Online Submission % – Major Medicare(2)
20 %17 %
_____________

(1)Online submission % represents a combination of unassisted and partially agent-assisted online applications.
(2)Major Medicare plans include Medicare Advantage and Medicare Supplement plans.

Medicare approved members decreased 4% in the third quarter of 2022 compared to the third quarter of 2021, due to a decline in Medicare Supplement and Medicare Part D plan approved members, partially offset by a 3% increase in approved Medicare Advantage members. Approved members for individual and family plan products decreased 41% in the third quarter of 2022 compared to the third quarter of 2021, due to a decrease in enrollments in both qualified and non-qualified individual and family plans.

Medicare new paying members decreased 12% in the third quarter of 2022 compared to the third quarter of 2021, due primarily to an overall decline in Medicare approved members. Individual and family plan new paying members decreased 38% in the third quarter of 2022 compared to the third quarter of 2021, due primarily to a decline in approved members for non-qualified and qualified plans.

As our online business continued to scale, the number of unassisted online Major Medicare applications grew 15% in the third quarter of 2022 compared to the third quarter of 2021 primarily driven by enhanced user experience and favorable conversion rates on our ecommerce platform. Our unassisted online application submissions represented 20% of Major Medicare applications in the third quarter of 2022 compared to 17% in the third quarter of 2021.


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Selected Metrics Highlights — Year-to-Date 2022 Results
Nine Months Ended September 30, 2022Nine Months Ended September 30, 2021
Approved Members
Medicare200,143261,136
Individual and Family19,26129,019
New Paying Members
Medicare250,828317,665
Individual and Family26,21434,961
Estimated Membership1,272,995
(1)
1,270,628
(2)
_____________

(1)As of September 30, 2022.
(2)As of September 30, 2021.

Medicare approved members decreased 23% during the nine months ended September 30, 2022 compared to the same period in 2021 due to a decline in approved members across all Medicare products. The decrease in approved Medicare plan members was driven by a decrease in submitted Medicare Advantage applications due to lower telephonic conversion rates and our decision to reduce our investment in telephonic enrollment growth in 2022. Approved members for individual and family plan products decreased 34% during the nine months ended September 30, 2022 compared to the same period in 2021, driven by a 44% decrease in qualified health plan approved members and a 21% decrease in non-qualified health plan approved members.

Medicare total new paying members declined 21% during the nine months ended September 30, 2022 compared to the same period in 2021, primarily due to a decline in approved Medicare plan members. Individual and family plan new paying members declined 25% during the nine months ended September 30, 2022 compared to the same period in 2021 due to a 23% decrease in new paying members for non-qualified plans and a 28% decrease in new paying members for qualified plans.

Estimated membership was 1,272,995 at the end of the third quarter of 2022, flat compared to estimated membership at the end of the third quarter of 2021, primarily driven by a 3% increase in Medicare estimated membership including a 4% increase in Medicare Advantage estimated membership, substantially offset by a decline in ancillary and individual and family plan estimated membership.

Convertible Preferred Stock

On April 30, 2021, we issued and sold 2.25 million shares of Series A Preferred Stock, par value $0.001 per share, at an aggregate purchase price of $225.0 million to an investment vehicle of H.I.G. Capital in a private placement. This transaction resulted in net proceeds of $214.0 million.

During the three and nine months ended September 30, 2022, we accrued paid-in-kind dividends on the Series A Preferred Stock at 8% per annum equal to $4.9 million and $14.4 million, respectively, and recognized $2.9 million and $8.2 million, respectively, of accretion due to the redemption feature available to H.I.G. Capital at the sixth anniversary of the closing of this transaction. These charges were recorded as a reduction of our retained earnings and had no impact on GAAP net loss, which was $39.1 million and $109.4 million for the three and nine months ended September 30, 2022, respectively. However, as the Series A Preferred Stock is considered a participating security, both of these charges impacted net loss attributable to common stockholders and net loss attributable to common stockholders per diluted share. For the three and nine months ended September 30, 2022, GAAP net loss attributable to common stockholders was $47.0 million, or $1.72 per diluted share and $132.0 million, or $4.83 per diluted share, respectively.
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2022 Guidance
Based on information available as of November 7, 2022, we are reiterating guidance for the full year ending December 31, 2022. These expectations are forward-looking statements and we assume 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 reports filed with the Securities and Exchange Commission.

The following guidance is for the full year ending December 31, 2022:

Total revenue is expected to be in the range of $375.0 million to $395.0 million.
GAAP net loss is expected to be in the range of $115.0 million to $92.0 million.
Adjusted EBITDA(1) is expected to be in the range of $(73.0) million to $(45.0) million.
Total cash outflow, excluding the impact of our $70.0 million term loan and associated costs and net securities activities, is expected to be in the range of $110.0 million to $90.0 million.
_____________
(1)
See Non-GAAP Financial Information for definitions of our non-GAAP financial measures.
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Webcast and Conference Call Information
A webcast and conference call will be held today, Monday, November 7, 2022 at 5:00 p.m. Eastern / 2:00 p.m. Pacific Time. To participate via telephone, please register in advance using this link, https://register.vevent.com/register/BI38fc67b2917a47be9f3a5a8718d2cc3a. Upon registration, telephone participants will receive a confirmation email detailing how to join the conference call, including a dial-in number and a unique registrant ID. 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 eight 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 approximately 200 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 expectations regarding cost savings, our estimates regarding total membership, Medicare, individual and family plan, ancillary products, and small business memberships, our estimates regarding constrained lifetime values of commissions per approved member by product category, our estimates regarding costs per approved member, our estimates regarding cost savings, and our 2022 annual guidance on total revenue, GAAP net loss, adjusted EBITDA, and total cash outflow.

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 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 health care open enrollment period, the Medicare annual enrollment period and other special enrollment periods; changes in laws, regulations and guidelines, including in connection with health care 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 revenue; our ability to execute on our growth strategy in the Medicare market; the impact of the COVID-19 pandemic and other public health crises, illness, epidemics or pandemics 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; the success of our carrier advertising and sponsorship program; 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; our ability to effectively manage our operations as our business evolves and execute on our transformational plan and other strategic initiatives; 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 of our service and actions we take to improve the quality of enrollments; 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
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membership growth and retention initiatives; reliance on marketing partners; the impact of our direct-to-consumer mail, email, social media, 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 investment agreement with H.I.G; our ability to raise additional capital; compliance with insurance, privacy and other laws and regulations; the outcome of litigations in which we are and may from time to time be involved; 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 our 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 our 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 us as of the date hereof, and we do 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.


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 (loss); non-GAAP net income (loss) per diluted share; and adjusted EBITDA.

Non-GAAP net income (loss) consists of GAAP net income (loss) attributable to common stockholders excluding the following items:
paid-in-kind dividends for preferred stock and change in preferred stock redemption value (together "impact from preferred stock"),
the effects of expensing stock-based compensation related to stock options and restricted stock units,
impairment, restructuring and other charges,
amortization of intangible assets,
other non-recurring charges (as noted below), and
the income tax impact of non-GAAP adjustments.

Non-GAAP net income (loss) per diluted share consists of GAAP net income (loss) attributable to common stockholder per diluted share excluding the following items:
impact from preferred stock per diluted share,
the effects of expensing stock-based compensation related to stock options and restricted stock units per diluted share,
impairment, restructuring and other charges 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.

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Adjusted EBITDA is calculated by excluding the impact from preferred stock, income tax expense (benefit), depreciation and amortization, stock-based compensation expense, impairment charges, restructuring charges, amortization of intangible assets, other income (expense), net, and other non-recurring charges from GAAP net income (loss) attributable to common stockholders. Other non-recurring charges to GAAP net income (loss) attributable to common stockholders may include transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, whether or not consummated, purchase price adjustments 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 (loss), non-GAAP net income (loss) 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 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 depreciation and amortization 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 (loss), GAAP net income (loss) attributable to common stockholders and GAAP net income (loss) attributable to common stockholders 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
Senior Vice President, Investor Relations & Strategy
2625 Augustine Drive, Suite 150
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, unaudited)

September 30, 2022December 31, 2021
Assets
Current assets:
Cash and cash equivalents$160,258 $81,926 
Short-term marketable securities4,491 41,306 
Accounts receivable1,804 5,750 
Contract assets – commissions receivable – current207,505 254,821 
Prepaid expenses and other current assets21,039 23,784 
Total current assets395,097 407,587 
Contract assets – commissions receivable – non-current578,339 653,441 
Property and equipment, net7,927 12,105 
Operating lease right-of-use assets30,845 37,373 
Restricted cash3,239 3,239 
Other assets36,446 35,547 
Total assets$1,051,893 $1,149,292 
Liabilities, convertible preferred stock and stockholders’ equity
Current liabilities:
Accounts payable$6,626 $13,750 
Accrued compensation and benefits14,278 16,458 
Accrued marketing expenses8,209 36,384 
Lease liabilities – current5,988 5,543 
Other current liabilities3,016 3,330 
Total current liabilities38,117 75,465 
Long-term debt65,725 — 
Deferred income taxes – non-current23,589 50,796 
Lease liabilities – non-current31,234 35,826 
Other non-current liabilities4,545 5,094 
Total liabilities163,210 167,181 
Convertible preferred stock255,185 232,592 
Stockholders’ equity:
Common stock40 39 
Additional paid-in capital772,328 755,875 
Treasury stock, at cost(199,998)(199,998)
Retained earnings61,227 193,213 
Accumulated other comprehensive income (loss)(99)390 
Total stockholders’ equity$633,498 $749,519 
Total liabilities, convertible preferred stock, and stockholders’ equity$1,051,893 $1,149,292 

12


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

Three Months Ended
 September 30,
Nine Months Ended
 September 30,
2022202120222021
Revenue:  
Commission$48,977 $59,191 $190,662 $276,066 
Other4,399 4,723 18,373 18,619 
Total revenue53,376 63,914 209,035 294,685 
Operating costs and expenses(1):
Cost of revenue494 (25)790 1,217 
Marketing and advertising30,556 43,317 118,973 138,772 
Customer care and enrollment29,398 48,956 100,711 121,480 
Technology and content19,399 20,369 56,842 63,996 
General and administrative17,300 16,640 54,485 57,812 
Amortization of intangible assets— 121 — 416 
Impairment, restructuring and other charges4,498 573 10,690 3,004 
Total operating costs and expenses101,645 129,951 342,491 386,697 
Loss from operations(48,269)(66,037)(133,456)(92,012)
Other income (expense), net(647)189 (2,835)511 
Loss before income taxes(48,916)(65,848)(136,291)(91,501)
Benefit from income taxes(9,767)(12,834)(26,898)(19,278)
Net loss(39,149)(53,014)(109,393)(72,223)
Paid-in-kind dividends for preferred stock(4,933)(4,561)(14,420)(7,643)
Change in preferred stock redemption value(2,916)(2,373)(8,173)(3,770)
Net loss attributable to common stockholders$(46,998)$(59,948)$(131,986)$(83,636)
Net loss per share attributable to common stockholders:
Basic and diluted$(1.72)$(2.24)$(4.83)$(3.13)
Weighted-average number of shares used in per share: 
Basic and diluted27,346 26,786 27,329 26,688 
_____________
(1) Includes stock-based compensation expense as follows:
Marketing and advertising$570 $2,297 $1,311 $6,922 
Customer care and enrollment610 740 1,576 1,901 
Technology and content1,341 2,380 5,012 7,483 
General and administrative*2,623 (183)8,035 8,575 
Total stock-based compensation expense$5,144 $5,234 $15,934 $24,881 
_________

*    Stock-based compensation expense for both for the three and nine months ended September 30, 2021 was impacted by a $4.1 million credit related to forfeited equity awards due to our chief executive officer's separation.
13


EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

Three Months Ended
 September 30,
Nine Months Ended
 September 30,
 2022202120222021
Operating activities:
Net loss$(39,149)$(53,014)$(109,393)$(72,223)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization934 1,498 2,971 3,700 
Amortization of internally developed software4,624 3,401 12,714 9,140 
Amortization of intangible assets— 121 — 416 
Stock-based compensation expense5,144 5,234 15,934 24,881 
Deferred income taxes(9,891)(12,742)(27,207)(20,134)
Impairment charges3,734 — 3,734 — 
Other non-cash items204 129 1,333 908 
Changes in operating assets and liabilities:
Accounts receivable(1,363)2,229 3,946 493 
Contract assets – commissions receivable15,794 (1,763)122,410 35,244 
Prepaid expenses and other assets(11,928)(25,107)2,728 (20,790)
Accounts payable793 (5,497)(7,118)(26,913)
Accrued compensation and benefits3,269 3,591 (1,345)(118)
Accrued marketing expenses(1,460)1,122 (28,175)(6,525)
Deferred revenue(1,064)9,184 (284)10,240 
Accrued expenses and other liabilities723 567 (538)1,360 
Net cash used in operating activities(29,636)(71,047)(8,290)(60,321)
Investing activities:
Capitalized internal-use software and website development costs(4,164)(5,247)(12,540)(12,589)
Purchases of property and equipment and other assets35 (849)(192)(3,554)
Purchases of marketable securities— (21,156)(8,402)(88,967)
Proceeds from redemption and maturities of marketable securities— 26,774 45,269 68,288 
Net cash provided by (used in) investing activities(4,129)(478)24,135 (36,822)
Financing activities:
Proceeds from issuance of preferred stock, net of issuance costs— — — 214,025 
Net proceeds from debt financing— — 64,862 — 
Net proceeds from exercise of common stock options and employee stock purchases— 1,932 1,054 4,983 
Repurchase of shares to satisfy employee tax withholding obligations(467)(2,061)(2,901)(7,968)
Principal payments in connection with leases(26)(50)(90)(126)
Net cash provided by (used in) financing activities(493)(179)62,925 210,914 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(225)(26)(438)— 
Net increase (decrease) in cash, cash equivalents and restricted cash
(34,483)(71,730)78,332 113,771 
Cash, cash equivalents and restricted cash at beginning of period197,980 232,614 85,165 47,113 
Cash, cash equivalents and restricted cash at end of period$163,497 $160,884 $163,497 $160,884 

14


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

Three Months Ended
 September 30,
% ChangeNine Months Ended
 September 30,
% Change
 2022202120222021
Revenue
Medicare (1)
$45,137 $46,381 (3)%$181,266 $240,633 (25)%
Individual, Family and Small Business (2)
8,239 17,533 (53)%27,769 54,052 (49)%
Total revenue$53,376 $63,914 (16)%$209,035 $294,685 (29)%
Segment profit (loss)
Medicare(3)
$(22,962)$(52,882)57 %$(63,050)$(46,141)(37)%
Individual, Family and Small Business(3)
2,688 12,499 (78)%12,285 38,476 (68)%
Segment loss(20,274)(40,383)50 %(50,765)(7,665)(562)%
Corporate (4)
(12,795)(14,827)14 %(40,382)(43,206)%
Stock-based compensation expense(5,144)(5,234)%(15,934)(24,881)36 %
Depreciation and amortization(5,558)(4,899)(13)%(15,685)(12,840)(22)%
Amortization of intangible assets— (121)100 %— (416)100 %
Impairment, restructuring and other charges(4,498)(573)(685)%(10,690)(3,004)(256)%
Other income (expense), net(647)189 (442)%(2,835)511 (655)%
Loss before income taxes$(48,916)$(65,848)26 %$(136,291)$(91,501)(49)%


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, fees for the performance of administrative services and to a lesser extent, amounts from our sale of ancillary products sold to our Medicare-eligible customers, including but not limited to, dental and vision plans, as well as amounts we are paid in connection with our advertising program for marketing and other services.
(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 plans leads generated by our ecommerce platforms and our marketing activities.
(3)
Segment profit (loss) is calculated as total revenue for the applicable segment less direct and indirect allocated marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses, excluding stock-based compensation expense, depreciation and amortization of intangible assets, impairment, restructuring and other charges.
(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.
15


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

Three Months Ended
 September 30,
% ChangeNine Months Ended
 September 30,
% Change
2022202120222021
Medicare
Medicare Advantage$37,454 $36,557 %$152,061 $209,224 (27)%
Medicare Supplement2,534 3,214 (21)%11,291 15,357 (26)%
Medicare Part D1,167 1,338 (13)%2,165 (2,953)173 %
Total Medicare41,155 41,109 — %165,517 221,628 (25)%
Individual and Family (1)
Non-Qualified Health Plans1,991 5,909 (66)%5,970 20,352 (71)%
Qualified Health Plans714 2,266 (68)%2,975 7,204 (59)%
Total Individual and Family2,705 8,175 (67)%8,945 27,556 (68)%
Ancillary
Short-term967 1,370 (29)%3,287 4,639 (29)%
Dental715 3,938 (82)%2,249 9,326 (76)%
Vision245 642 (62)%741 1,781 (58)%
Other674 845 (20)%1,803 1,901 (5)%
Total Ancillary2,601 6,795 (62)%8,080 17,647 (54)%
Small Business2,640 2,190 21 %8,546 7,703 11 %
Commission Bonus and Other(124)922 (113)%(426)1,532 (128)%
Total Commission Revenue$48,977 $59,191 (17)%$190,662 $276,066 (31)%
_______
(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 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.


16


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

Three Months Ended
 September 30,
Nine Months Ended
 September 30,
 2022202120222021
Medicare:
Commission Revenue from Members Approved During the Period$39,652 $42,698 $173,790 $235,974 
Net Commission Revenue from Members Approved in Prior Periods (1)
1,685 (171)(9,052)(11,700)
Total Medicare Segment Commission Revenue41,337 42,527 164,738 224,274 
Individual, Family and Small Business:
Commission Revenue from Members Approved During the Period3,600 4,892 14,254 16,495 
Commission Revenue from Renewals of Small Business Members During the Period2,200 1,744 7,281 6,154 
Net Commission Revenue from Members Approved in Prior Periods (1)
1,840 10,028 4,389 29,143 
Total Individual, Family and Small Business Segment Commission Revenue7,640 16,664 25,924 51,792 
Total Commission Revenue$48,977 $59,191 $190,662 $276,066 
________
(1)
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.
The total reductions to revenue from members approved in prior periods were $2.1 million and $3.2 million for the three months ended September 30, 2022 and 2021, respectively, and $15.8 million and $22.6 million for the nine months ended September 30, 2022 and 2021, respectively. These reductions to revenue primarily related to the Medicare segment.

17


EHEALTH, INC.
SUMMARY OF SELECTED METRICS
APPROVED AND NEW PAYING MEMBERSHIP
(unaudited)

Three Months Ended
 September 30,
% ChangeNine Months Ended
 September 30,
% Change
2022202120222021
Approved Members
Medicare Advantage37,77736,836%171,714222,289(23)%
Medicare Supplement2,5814,258(39)%12,22918,170(33)%
Medicare Part D4,5325,690(20)%16,20020,677(22)%
Total Medicare44,890 46,784 (4)%200,143 261,136 (23)%
Individual and Family4,859 8,232 (41)%19,261 29,019 (34)%
Ancillary17,019 23,084 (26)%54,255 73,643 (26)%
Small Business2,436 2,320 %6,775 7,856 (14)%
Total Approved Members69,204 80,420 (14)%280,434 371,654 (25)%
New Paying Members
Medicare Advantage35,934 38,193 (6)%203,053 256,900 (21)%
Medicare Supplement1,972 3,832 (49)%11,796 19,145 (38)%
Medicare Part D4,146 5,601 (26)%35,979 41,620 (14)%
Total Medicare42,052 47,626 (12)%250,828 317,665 (21)%
Individual and Family5,034 8,143 (38)%26,214 34,961 (25)%
Ancillary17,751 24,662 (28)%58,669 79,356 (26)%
Small Business1,916 2,230 (14)%6,921 8,746 (21)%
Total New Paying Members66,753 82,661 (19)%342,632 440,728 (22)%
Approved Members
Approved members represent the number of individuals on submitted applications that were approved by the relevant insurance carrier for the identified product during the current period. The applications may be submitted in either the current period or prior periods. Not all approved members ultimately become paying members.
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 September 30, % Change
 20222021
Medicare (1)
Medicare Advantage582,203 559,235 %
Medicare Supplement97,829 99,622 (2)%
Medicare Part D224,542 216,582 %
Total Medicare904,574 875,439 %
Individual and Family(2)
103,262 108,126 (4)%
Ancillary (3)
215,616 241,366 (11)%
Small Business (4)
49,543 45,697 %
Total Estimated Membership1,272,995 1,270,628 — %

_____________

(1)
To estimate the number of members on Medicare-related health insurance plans, we take the sum of (i) the number of Medicare 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 Medicare 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 through confirmations from a health insurance carrier that a commission payment is delayed or is inaccurate as of the date of estimation, we adjust the estimated membership to also reflect the number of members for whom we expect to receive or to refund a commission payment. Further, to the extent 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 Medicare 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 plans, we take the sum of (i) the number of Individual and Family plan ("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 IFP 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 IFP 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 ancillary 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 ancillary 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 estimation methodology above.
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. If we experience a significant variance in historical membership as compared to our initial estimates, we keep the prior period data consistent with previously reported amounts, while we may provide the updated information in other communications. 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. Various circumstances 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
 September 30,
% Change
 20222021
Medicare
Medicare Advantage (1)
$953 $975 (2)%
Medicare Supplement (1)
956 955 — %
Medicare Part D (1)
219 227 (4)%
Individual and Family
Non-Qualified Health Plans (1)
306 254 20 %
Qualified Health Plans (1)
289 296 (2)%
Ancillary
Short-term (1)
149 157 (5)%
Dental (1)
100 98 %
Vision (1)
61 60 %
Small Business (2)
217 186 17 %


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 plan 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
CONSTRAINTS ON LIFETIME VALUE OF
COMMISSIONS PER APPROVED MEMBER
(unaudited)

Three Months Ended
 September 30,
 20222021
Medicare
Medicare Advantage%%
Medicare Supplement%%
Medicare Part D%%
Individual and Family
Non-Qualified Health Plans %%
Qualified Health Plans%%
Certain Ancillary Products
Short-term20 %20 %
Dental%%
Vision%%
Other10 %10 %
Small Business%%

Constraints on Lifetime Value of Commissions Per Approved Member

Constraints are applied to derive LTV of commissions per approved member for revenue recognition in accordance with our revenue recognition policy. The constraints are applied to help ensure that commissions estimated to be collected over the estimated life of 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 constraints on a quarterly basis for factors affecting our estimate of LTV of commissions per approved member and apply management judgment to determine the constraints based on current trends impacting our business.
22


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

Three Months Ended
 September 30,
% Change
20222021
Medicare:
Estimated customer care and enrollment ("CC&E") cost per Medicare Advantage ("MA")-equivalent approved member (1)
$659 $1,099 (40)%
Estimated variable marketing cost per MA-equivalent approved member (1)
554 775 (29)%
Total Medicare estimated cost per approved member$1,213 $1,874 (35)%
Individual and Family Plan ("IFP"):
Estimated CC&E cost per IFP-equivalent approved member (2)
$173 $119 45 %
Estimated variable marketing cost per IFP-equivalent approved member (2)
91 65 40 %
Total IFP estimated cost per approved member$264 $184 43 %
_____________
(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, including 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. Variable marketing costs exclude fixed overhead costs, such as personnel related costs, consulting expenses, facilities and other operating costs allocated to the marketing and advertising department.

23


EHEALTH, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, unaudited)

Three Months Ended
 September 30,
Nine Months Ended
 September 30,
2022202120222021
GAAP marketing and advertising expense$30,556 $43,317 $118,973 $138,772 
Stock-based compensation expense (1)
(570)(2,297)(1,311)(6,922)
Non-GAAP marketing and advertising expense$29,986 $41,020 $117,662 $131,850 
GAAP customer care and enrollment expense$29,398 $48,956 $100,711 $121,480 
Stock-based compensation expense (1)
(610)(740)(1,576)(1,901)
Non-GAAP customer care and enrollment expense$28,788 $48,216 $99,135 $119,579 
GAAP technology and content expense$19,399 $20,369 $56,842 $63,996 
Stock-based compensation expense (1)
(1,341)(2,380)(5,012)(7,483)
Non-GAAP technology and content expense$18,058 $17,989 $51,830 $56,513 
GAAP general and administrative expense$17,300 $16,640 $54,485 $57,812 
Stock-based compensation expense (1)
(2,623)183 (8,035)(8,575)
Non-GAAP general and administrative expense$14,677 $16,823 $46,450 $49,237 
GAAP operating costs and expenses$101,645 $129,951 $342,491 $386,697 
Stock-based compensation expense (1)
(5,144)(5,234)(15,934)(24,881)
Amortization of intangible assets— (121)— (416)
Impairment, restructuring and other charges(4,498)(573)(10,690)(3,004)
Non-GAAP operating costs and expenses$92,003 $124,023 $315,867 $358,396 

_______

(1)
Non-GAAP expenses exclude the effect of expensing stock-based compensation related to stock options, restricted stock awards, performance-based and market-based equity awards, and the employee stock purchase plan.
24


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

Three Months Ended
 September 30,
Nine Months Ended
 September 30,
2022202120222021
Net loss attributable to common stockholders$(46,998)$(59,948)$(131,986)$(83,636)
Paid-in-kind dividends for preferred stock4,933 4,561 14,420 7,643 
Change in preferred stock redemption value2,916 2,373 8,173 3,770 
GAAP net loss(39,149)(53,014)(109,393)(72,223)
Stock-based compensation expense5,144 5,234 15,934 24,881 
Amortization of intangible assets— 121 — 416 
Impairment, restructuring and other charges4,498 573 10,690 3,004 
Tax effect of non-GAAP adjustments(2,407)(591)(6,177)(6,509)
Non-GAAP net loss$(31,914)$(47,677)$(88,946)$(50,431)
GAAP net loss attributable to common stockholders per diluted share$(1.72)$(2.24)$(4.83)$(3.13)
Impact from preferred stock0.29 0.26 0.83 0.43 
Stock-based compensation expense0.19 0.20 0.58 0.93 
Amortization of intangible assets— — — 0.02 
Impairment, restructuring and other charges0.16 0.02 0.39 0.11 
Tax effect of non-GAAP adjustments(0.09)(0.02)(0.23)(0.25)
Non-GAAP net loss per diluted share(2)
$(1.17)$(1.78)$(3.25)$(1.89)
Net loss attributable to common stockholders$(46,998)$(59,948)$(131,986)$(83,636)
Paid-in-kind dividends for preferred stock4,933 4,561 14,420 7,643 
Change in preferred stock redemption value2,916 2,373 8,173 3,770 
GAAP net loss(39,149)(53,014)(109,393)(72,223)
Stock-based compensation expense5,144 5,234 15,934 24,881 
Depreciation and amortization5,558 4,899 15,685 12,840 
Amortization of intangible assets— 121 — 416 
Impairment, restructuring and other charges4,498 573 10,690 3,004 
Other (income) expense, net647 (189)2,835 (511)
Benefit from income taxes(9,767)(12,834)(26,898)(19,278)
Adjusted EBITDA$(33,069)$(55,210)$(91,147)$(50,871)
_______

(1)
See Non-GAAP Financial Information for definitions of our non-GAAP financial measures.
(2)
The sum of components may not equal total amounts due to rounding.
25


EHEALTH, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GUIDANCE(1)
(in millions, unaudited)

Full Year 2022 Guidance
LowHigh
GAAP net loss attributable to common stockholders$(146.0)$(123.0)
Impact from preferred stock31.0 31.0 
GAAP net loss(115.0)(92.0)
Stock-based compensation expense25.0 25.0 
Depreciation and amortization21.0 21.0 
Impairment, restructuring and other charges13.0 13.0 
Amortization of intangible assets— — 
Other expense, net4.0 5.0 
Benefit from income taxes(21.0)(17.0)
Adjusted EBITDA$(73.0)$(45.0)
_____________

(1)
See Non-GAAP Financial Information for definitions of our non-GAAP financial measures.
26
q32022earningsslidesfina
November 7, 2022 Q3 2022 Financial Results Conference Call Slides


 
The image part with relationship ID rId17 was not found in the file. Safe Harbor Statement 1 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 2022, our growth expectations for 2023, our expectations regarding cost savings, and our 2022 annual guidance for total revenue, GAAP net loss, adjusted EBITDA, and total cash outflow. 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 the 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 Appendix to this presentation. 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.


 
The image part with relationship ID rId17 was not found in the file. Q3 2022 Financial Highlights 2 Estimated commission generating Medicare Advantage membership of 582K grew 4% year-over-year Total revenue was $53.4MM, down 16% year-over-year; Medicare revenue of $45.1MM was down 3% year-over-year (1) Adjusted EBITDA is calculated by excluding the paid-in-kind dividends and change in preferred stock redemption value (together “impacts from preferred stock”), income tax expense (benefit), depreciation and amortization, stock- based compensation expense, impairment charges, restructuring charges, amortization of intangible assets, other income (expenses), net, and other non-recurring charges from GAAP net income (loss) attributable to common stockholders. Other non-recurring charges to GAAP net income (loss) attributable to common stockholders may include transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, whether or not consummated, purchase price adjustments and the cumulative effect of a change in accounting principles. Total Medicare Advantage approved members increased by 3% year-over-year Positive net revenue adjustment of $3.5MM recorded during the quarter Medicare telephonic conversions increased by over 30% year-over-year Q3 2022 results reflect the improvements we have made to our sales and marketing operations over the past year. Increased telephonic conversion rate as well as the impact of our cost transformation initiatives drove improved adjusted EBITDA year-over-year. Net loss narrowed to ($39.1)MM and adjusted EBITDA(1) was ($33.1)MM in Q3 ‘22, compared to net loss of ($53.0)MM and adjusted EBITDA of ($55.2)MM in Q3 ‘21 Reduced Medicare per member acquisition spend by 35% year- over-year; on track to achieve more than $90MM in total cost savings in ‘22 compared to ‘21


 
The image part with relationship ID rId17 was not found in the file. eHealth MA Membership 3 Q3 2022 estimated ending (paying) MA membership increased by 4% year-over-year. (1) Approved MA 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 MA 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. (3) Estimated Ending (Paying) MA Membership is the number of active 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. - 100,000 200,000 300,000 400,000 500,000 600,000 700,000 - 50,000 100,000 150,000 200,000 250,000 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Es tim at ed M em be rs hi p Ap pr ov ed \N ew P ay in g M em be rs Approved MA Members (1) New Paying MA Members (2) Estimated Ending (Paying) MA Membership (3)


 
The image part with relationship ID rId17 was not found in the file. $ 63.9 $ 53.4 Q3-21 Q3-22 Total Revenue ($MM) (16%) Q3 2022 Total Revenue 4 Total revenue declined 16% on a year-over-year basis due primarily to lower positive tail revenue within our IFP/SMB business line. Q3 2022 results benefited from positive tail revenue recognized in the quarter. Total positive tail revenue in Q3 was $3.5 million including $1.7 million from our book of Medicare enrollments. Q3 2022 Medicare non-commission revenue of $3.8 million was flat year-over-year and is comprised predominantly of carrier advertising revenue. Total Revenue


 
The image part with relationship ID rId17 was not found in the file. Q3 2022 Net Loss and Adj. EBITDA(1) 5 (1) Adjusted EBITDA is calculated by excluding the paid-in-kind dividends and change in preferred stock redemption value (together “impacts from preferred stock”), income tax expense (benefit), depreciation and amortization, stock-based compensation expense, impairment charges, restructuring charges, amortization of intangible assets, other income (expenses), net, and other non-recurring charges from GAAP net income (loss) attributable to common stockholders. Other non-recurring charges to GAAP net income (loss) attributable to common stockholders may include transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, whether or not consummated, purchase price adjustments and the cumulative effect of a change in accounting principles. Net Loss Adjusted EBITDA ($53.0) ($39.1) Q3-21 Q3-22 Net Loss ($MM) ($55.2) ($33.1) Q3-21 Q3-22 Adjusted EBITDA ($MM) 26% 40%


 
The image part with relationship ID rId17 was not found in the file. 7,977 9,154 Q3-21 Q3-22 Major Medicare Online Unassisted Submissions 15% Q3 2022 Major Medicare(1) Online Assisted and Unassisted Applications 6 (1) Major Medicare plans include Medicare Advantage and Medicare Supplement plans Major Medicare Online Assisted and Unassisted SubmissionsOnline business continues to generate enrollment growth despite the reduction in variable marketing expense across our lead generation channels. 20.1% of major Medicare submissions were online unassisted in Q3 2022 compared to 17.1% in Q3 2021. 12,918 16,804 Q3-21 Q3-22 Major Medicare Online Assisted Submissions 30%


 
The image part with relationship ID rId17 was not found in the file. Q3 2022 Medicare Segment Revenue and Loss 7 Medicare Segment Revenue Medicare Segment Loss (1) (1) Segment loss is calculated as total revenue for the applicable segment less direct and indirect allocated marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses, excluding stock-based compensation expense, depreciation and amortization expense, amortization of intangible assets, and impairment, restructuring and other charges. Medicare Segment revenue declined slightly due to a reduction in approved members for Medicare Supplement and Medicare Part D products. While Medicare Segment revenue declined 3%, Medicare Segment loss narrowed significantly. $46.4 $45.1 Q3-21 Q3-22 Medicare Segment Revenue ($MM) (3%) ($52.9) ($23.0) Q3-21 Q3-22 Medicare Segment Loss ($MM) 57%


 
The image part with relationship ID rId17 was not found in the file. IFP/SMB Segment Revenue and Profit declined compared to Q3 2021 due primarily to lower IFP/SMB tail revenue – IFP/SMB tail revenue for Q3 2022 was $1.8MM, compared to $10.0MM of tail revenue in Q3 2021. IFP enrollments were also down year-over- year as marketing spend in the segment decreased compared to Q3 2021. Q3 2022 IFP/SMB Segment Revenue and Profit 8 IFP/SMB Segment Revenue IFP/SMB Segment Profit (1) (1) Segment profit is calculated as total revenue for the applicable segment less direct and indirect allocated marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses, excluding stock-based compensation expense, depreciation and amortization expense, amortization of intangible assets, and impairment, restructuring and other charges. $17.5 $8.2 Q3-21 Q3-22 Individual, Family, and Small Business Segment Revenue ($MM) (53%) $12.5 $2.7 Q3-21 Q3-22 Individual, Family, and Small Business Segment Profit ($MM) (78%)


 
The image part with relationship ID rId17 was not found in the file. Trailing Twelve Months (“TTM”) Medicare Segment Commissions Cash Collections 9 Q3 2022 TTM Medicare Segment commissions cash collections increased by 1% year- over-year. +41% +45% +44% +37% +50% +49% +47% +48% +39% +39% +37% +31% +8% +1% +1% +32% +32% +34% +46% +44% +37% +33% +23% +20% +22% +19% +10% +3% +5% +3% 0% 10% 20% 30% 40% 50% 60% 70% $0 $50 $100 $150 $200 $250 $300 $350 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Q2 21 Q3 21 Q4 21 Q1 22 Q2 22 Q3 22 TTM Medicare Segment Commissions Cash Collections TTM Medicare Segment Commissions Cash Collections Y/Y % Estimated Medicare Membership Growth Y/Y % ($MM) TTM Medicare Segment Commissions Cash Collections (TTM)


 
The image part with relationship ID rId17 was not found in the file. Medicare Advantage Plan Member Turnover Trend Since Q1 2020 10 (7) MA Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Approved Members(1) 64,898 60,477 44,999 217,278 106,884 78,569 36,836 177,469 82,431 51,506 37,777 Estimated Beginning (Paying) Membership(2) 404,694 384,513 407,243 421,237 533,282 538,716 562,905 559,235 632,574 586,063 589,553 New Paying Members(3) 86,299 57,232 44,528 136,857 140,997 77,710 38,193 109,927 117,643 49,476 35,934 Estimated Ending (Paying) Membership(4) 384,513 407,243 421,237 533,282 538,716 562,905 559,235 632,574 586,063 589,553 582,203 Medicare Advantage Plan Member Turnover(5) 106,480 34,502 30,534 24,812 135,563 53,521 41,863 36,588 164,154 45,986 43,284 Trailing Twelve Month Member Turnover(6) 168,996 177,783 192,353 196,328 225,411 244,430 255,759 267,535 296,126 288,591 290,012 (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 (Paying) 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 active 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 (Paying) Membership. (6) Trailing Twelve Month Member Turnover is the sum of Medicare Advantage Plan Member Turnover for the prior twelve months. (7) Q1’20 is actual membership instead of reported.


 
The image part with relationship ID rId17 was not found in the file. 2022 Operational Priorities 11 Through transformative changes, reduce our cost structure while focusing on operational efficiency and excellence; we expect to return to revenue growth in ‘23 on a substantially improved cost and operational foundation. Deploy marketing dollars in a way that will drive better economics. This includes optimizing our marketing channel mix to cut lowest ROI initiatives and focus on channels where we hold strong competitive differentiation. Slow down telephonic enrollment growth in ‘22, while emphasizing agent training and retention initiatives, implement a local market-centric model, and increase the contribution from dedicated carrier arrangements. Continue growing our online business and enhancing our e-commerce platform through a highly disciplined approach to tech investment. Work with carrier partners to find additional ways to create value including joint quality and retention initiatives. Pursue cost-effective diversification initiatives including stronger emphasis on our IFP and Ancillary products. 1 2 3 4 5 6


 
The image part with relationship ID rId17 was not found in the file. 2022 Guidance 12 2022 Full Year Guidance Range (in millions) Total Revenue $375 – $395 GAAP Net Loss $115 – $92 Adjusted EBITDA(1) ($73) – ($45) Total cash outflow, excluding the impact of our $70 million term loan and associated costs and net securities activities $110 – $90 For the full year ending December 31, 2022, we are reaffirming the following guidance ranges: (1) Adjusted EBITDA is calculated by excluding the paid-in-kind dividends and change in preferred stock redemption value (together “impacts from preferred stock”), income tax expense (benefit), depreciation and amortization, stock-based compensation expense, impairment charges, restructuring charges, amortization of intangible assets, other income (expenses), net, and other non-recurring charges from GAAP net income (loss) attributable to common stockholders. Other non-recurring charges to GAAP net income (loss) attributable to common stockholders may include transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, whether or not consummated, purchase price adjustments and the cumulative effect of a change in accounting principles.


 
Appendix


 
The image part with relationship ID rId17 was not found in the file. Net Loss to Adjusted EBITDA Reconciliation 14


 
The image part with relationship ID rId17 was not found in the file. FY 2022 Guidance Net Loss to Adjusted EBITDA Reconciliation 15