EHEALTH, INC. – 10-Q – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Edgar Online, Inc.

 In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, among other things, statements regarding our expectations relating to revenue, sources of revenue, profitability, cost of revenue, seasonality, marketing and advertising expenses, customer care and enrollment employees and expenses, technology and content expenses, general and administrative expenses, tax rates and cash outlay for taxes; our potential for collection issues; the timing and amount of our future lease obligations; the impact of health care reform laws on the health insurance industry and on our business; our plans and expectations relating to our Medicare business and factors impacting its success; impact of medical loss ratio regulations and commission rate changes; our expectations and projections relating to membership and commission rates; the timing and source of our Medicare-related revenue; estimates relating to critical accounting policies and related impact on our financial statements; the sufficiency of our cash and cash equivalents; future capital requirements; expenditures related to branding initiatives and the development of our business; our projections relating to future revenue growth and earnings per share; our future competitors; expansion into new business areas and additional geographic regions; our need for additional regulatory licenses and approvals; our strategy to market our ecommerce technology to government entities; as well as other statements regarding our future operations, financial condition, prospects and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report, and in particular, the risks discussed under the heading "Risk Factors" in Part II, Item 1A of this report and those discussed in our other Securities and Exchange Commission filings. The following discussion should be read in conjunction with our Annual Report on Form 10-K as filed with the Securities and Exchange Commission in March 2012, and the audited consolidated financial statements and related notes contained therein. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements.    

Overview

We are the leading online source of health insurance for individuals, families and small businesses. Through our website addresses (www.eHealth.com,

www.eHealthInsurance.com,  www.eHealthMedicare.com and www.PlanPrescriber.com), consumers can get quotes from leading health insurance carriers, compare plans side-by-side, and apply for and purchase individual and family, Medicare-related, small business and ancillary health insurance plans. Our ecommerce technology also enables us to deliver consumers' health insurance applications electronically to health insurance carriers. As a result, we simplify and streamline the complex and traditionally paper-intensive health insurance sales and purchasing process.  We have invested heavily in technology and content related to our ecommerce platform. We have also invested significant time and resources in obtaining licenses to sell health insurance in all 50 states and the District of Columbia, developing diverse member acquisition programs, obtaining necessary regulatory approvals of our websites and establishing relationships and appointments with over 180 leading insurance carriers, enabling us to offer thousands of health insurance plans online. Our ecommerce platforms can be accessed directly through our website as well as through our network of marketing partners.  We generate revenue primarily from commissions we receive from health insurance carriers whose individual, family, Medicare and small business health insurance policies are purchased through our ecommerce platform. Commission revenue represented 86% of total revenue in each of the three- and six-month periods ended June 30,  2012 and represented 83% of total revenue in each of the three- and six-month periods ended June 30, 2011. The commission payments we receive for individual, family and small business health insurance policies are typically a percentage of the premium on an individual, family or small business health insurance policy that we sold and are typically made to us on a monthly basis for as long as a policy remains active with us.  We actively market the availability of Medicare-related health insurance plans through our online Medicare plan platforms (www.eHealthMedicare.com and www.PlanPrescriber.com). Our Medicare plan platforms enable consumers to research and compare Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. Commission payments we receive for Medicare Advantage and Medicare Part D prescription drug plans sold by us are typically fixed and are earned over a period of up to six years, or longer depending on the carrier arrangement, and are paid to us either monthly or annually. Medicare commissions we receive are included in commission revenue.                                         15  --------------------------------------------------------------------------------

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  As a result of our commission structure, much of our revenue for a given financial reporting period relates to health insurance plans that we sold prior to the beginning of the period and is recurring in nature. Additionally, health insurance pricing, which is set by the health insurance carrier and approved by regulators, is not subject to negotiation or discounting by health insurance carriers or our competitors.  In March 2010, the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act were signed into law. These health care reform laws contain provisions that have and will continue to change the health insurance industry in substantial ways. Among several other provisions, they include a mandate requiring individuals to be insured or face tax penalties; a mandate that certain employers offer their employees group health insurance coverage or face tax penalties; a requirement that persons 26 years of age and younger be able to stay on a parent's health insurance plan; prohibitions against insurance companies using pre-existing health conditions as a reason to deny an application for health insurance; establishment of state and/or federal health insurance exchanges to facilitate access to, and the purchase of, health insurance; subsidies and cost-sharing credits to make health insurance more affordable for those below certain income levels; and medical loss ratio requirements that require each health insurance carrier to spend a certain percentage of their premium revenue on reimbursement for clinical services and activities that improve health care quality and, if they do not, to provide rebates to policyholders. While many aspects of health care reform do not become effective until 2014, health insurance carriers have been required to maintain medical loss ratios of eighty percent in their individual and family health insurance business since the beginning of 2011. The implementation of the medical loss ratio requirements by insurance carriers has resulted in a reduction in the commission rates that we are paid as a result of our selling individual and family health insurance plans. These commission rate changes began to impact our individual and family health insurance plan commission-based revenue in 2011.  We derive revenue from our online sponsorship and advertising program that allows carriers to purchase advertising space in specific markets in a sponsorship area on our website. In return, we are typically paid a monthly fee and a performance-based fee based on metrics such as submitted health insurance applications. We also offer Medicare advertising services, which allow Medicare plan carriers to purchase advertising on a separate website developed, hosted and maintained by us. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue over the service period.  We derive revenue from licensing the use of our health insurance ecommerce technology. Our technology platform enables health insurance carriers and agents to market and distribute health insurance plans online. We have licensed our ecommerce technology for use by government agencies and are currently marketing this technology to states implementing health insurance exchanges as a result of health care reform legislation.  The Medicare revenue we have generated also includes referral fees paid to us based on Medicare leads generated by our online platforms that are delivered and sold to third parties. In early  2012 we began directly servicing most of the Medicare leads we generated as a health insurance agent, while significantly reducing the number of Medicare leads we sold to third parties.  To the extent that we assist in the sale of -related insurance plans as a health insurance agent, we generate revenue from commissions we receive from health insurance carriers, rather than one-time referral fees we receive for the sale of Medicare leads.    Sources of Revenue    Commission Revenue    We generate revenue primarily from commissions we receive from health insurance carriers whose health insurance policies are purchased through us. Commissions for individual, family and small business health insurance policies sold by us generally represent a percentage of the insurance premium and, to a much lesser extent, commission override payments that insurance carriers pay us for achieving sales volume thresholds or other objectives. Commission rates vary by carrier and by the type of plan purchased by a member. Commission rates can vary based upon the amount of time that the policy has been active, with commission rates for individual and family plans typically being higher in the first twelve months of the policy. After the first twelve months, commission rates generally decline significantly. As a result, if we do not add a sufficient number of members on new policies, our revenue growth will be negatively impacted. Individuals, families and small businesses purchasing health insurance through us typically pay their premiums on a monthly basis. Insurance carriers typically pay commissions to us on these policies monthly, after they receive the premium payment from the member. We generally continue to receive the commission payment from the relevant insurance carrier until the health insurance policy is cancelled or we otherwise do not remain the agent on the policy. As a result, the majority of our commission revenue is recurring in nature.                                           16  --------------------------------------------------------------------------------

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  Our individual and family health insurance plan commission revenue was adversely impacted in 2011 due to the reduction in the commission rates that we are paid on new policies sold subsequent to the implementation of the medical loss ratio requirements beginning in 2011 as a result of health care reform legislation. Commission rate changes due to the implementation of the medical loss ratio requirements applied prospectively to applicable commissions earned on or after January 1, 2011 and the majority of the changes applied only to commissions earned on new individual and family plan members approved in 2011 and thereafter. We define a member as an individual covered by an insurance plan, including individual, family, Medicare-related, small business, short-term and ancillary plans, for which we are entitled to receive compensation. For the majority of individual and family plan members that were approved prior to the effective date of the commission rate changes, we are being paid commissions at the rates in effect prior to the changes. As a result, the adverse impact to our overall individual and family health insurance commission rate structure is phasing in as the number of members approved after the commission rate changes becomes a greater proportion of our individual and family plan membership. Although we expect our overall individual and family health insurance commission rate structure to stabilize by early 2013, our actual future individual and family commission rate structure will depend on the mix between individual and family plan members approved prior to the commission rate changes and those approved after the changes, any future changes to commission rates and the mix of new approved members by state, health insurance carrier and type of health plan, among other factors. Additionally, other programs that health insurance carriers have supported, such as commission overrides and our sponsorship and advertising programs, have also been reduced as carriers look to reduce costs to comply with the new medical loss ratio requirements.    We generally recognize individual, family and small business health insurance plan revenue when commissions are reported to us by a health insurance carrier, net of an estimate for future forfeiture amounts payable to carriers due to policy cancellations. Commissions are reported to us by a cash payment and commission statement.  We generally receive these communications simultaneously. In instances when we receive the cash payment and commission statement separately and in different accounting periods, we recognize revenue in the period that we receive the earliest communication, provided we receive the second corroborating communication shortly after the end of the accounting period. If the second corroborating communication is not received shortly after the end of the accounting period, we recognize revenue in the period the second communication is received. We use the data in the commission statements to help identify the members for which we are receiving a commission payment and the amount received for each member, and to estimate forfeitures payable to carriers. As a result, we recognize the net amount of compensation earned as the agent in the transaction. Commission override revenue, which we recognize on the same basis as premium commissions, is generally reported to us in a more irregular pattern than premium commissions. As a result, our revenue for a particular quarter could be higher or lower than expectations due to the timing of the reporting of commission override revenue to us.  Commission revenue attributable to major medical individual and family health insurance plans was 79%  and 78% of commission revenue in the three and six months ended June 30, 2012, respectively, compared to 89% and 90% in the three and six months ended June 30, 2011, respectively. The decline in the three and six months ended June 30, 2012 was due primarily to an increase in commission revenue attributable to Medicare insurance plans and to a decrease in individual and family health insurance plans commission revenue as a result of a decrease in commission rates we are paid on those plans. Major medical individual and family health insurance plans do not include Medicare-related health insurance plan offerings and do not include other ancillary products such as small business, stand-alone dental, life and short-term insurance plan offerings.  We actively market the availability of Medicare-related insurance plans through our online Medicare plan platforms (www.eHealthMedicare.com and www.PlanPrescriber.com). These platforms enable consumers to research and compare Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. We offer online application and telephonic enrollment capabilities for certain Medicare plans. To the extent that we assist in the sale of Medicare-related insurance plans as a health insurance agent, through either online applications or telephonically, we generate revenue from commissions we receive from health insurance carriers. The commission payments we receive for Medicare Supplement plans are typically a percentage of the premium on the policy that we sold and are paid to us on a monthly basis for as long as a policy remains active with us. For both Medicare Advantage</org> and Medicare Part D prescription drug plans, we receive a fixed, annual commission from insurance carriers after the policy is approved by the carrier and either a fixed, monthly commission beginning with and subsequent to the second policy year for a Medicare Advantage policy or a fixed, annual commission beginning with and subsequent to the second policy year for a Medicare Part D prescription drug policy. We may earn commission revenue for both Medicare Advantage and Medicare Part D prescription drug plans typically for a period of up to six years, or longer depending on the carrier arrangement, provided that the policy remains active with us.  We recognize commission revenue for both Medicare Advantage and Medicare Part D prescription drug plans for the entire policy year once the annual or first monthly commission amount for the policy year is reported to us by the carrier, net of an estimate for future forfeiture amounts due to policy cancellations. For commissions paid to us on a monthly basis,                                         17  --------------------------------------------------------------------------------

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  we record a receivable for the commission amounts to be received over the remainder of the policy year, net of an estimate for commission amounts not expected to be collected due to policy cancellations, which is included in "Accounts receivable" in the accompanying condensed consolidated balance sheets. We continue to receive the commission payments from the relevant insurance carrier until the earlier of our being notified that the health insurance policy has been cancelled, our no longer remaining the agent on the policy, or our commission term with the carrier expires, typically up to six years from the effective date of the policy. We determine that there is persuasive evidence of an arrangement when we have a commission agreement with a health insurance carrier. Our services are complete when a carrier has approved an application in the initial year and when a member has renewed in a renewal year. The seller's price is fixed or determinable and collectibility is reasonably assured when a carrier has approved an application and the carrier reports to us the annual or first monthly renewal commission amount for each policy year.  We expect to recognize a majority of our first year Medicare Advantage and Medicare Part D prescription drug plan commission revenue in the fourth quarter of each year as a result of the Medicare annual enrollment period, which occurs in the fourth quarter of each year. Additionally, we recognize a majority of our renewal Medicare Advantage and Medicare Part D prescription drug plan commission revenue in the first quarter of each year as the majority of policies sold during the annual enrollment period typically renew on January 1 of each year.    

We expect commission revenue to increase in absolute dollars in 2012 compared to 2011, primarily as a result of an increase in Medicare-related commission revenue.

    Other Revenue    

In addition to the commission revenue we derive from the sale of health insurance plans, we derive other revenue from our online sponsorship and advertising program, from licensing the use of our ecommerce technology and from generating and delivering leads, primarily for Medicare plans.

  Online Sponsorship and Advertising.   We derive revenue from our online sponsorship and advertising program that allows carriers to purchase advertising space in specific markets in a sponsorship area on our website. In return, we are typically paid a monthly fee and a performance-based fee based on metrics such as submitted health insurance applications. We also offer advertising services for our Medicare plan carriers to purchase advertising on a separate website developed, hosted and maintained by us. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue over the service period.  Technology Licensing.   We derive revenue from licensing the use of our health insurance ecommerce technology. Our technology platform enables health insurance carriers and agents to market and distribute health insurance plans online. In our technology licensing business, we are paid implementation fees and performance-based fees that are based on metrics such as submitted health insurance applications. Typically, we are paid a one-time implementation fee commencing once the technology is available for use by the third party. In addition, we generate revenue based on performance criteria that are either measured based on data tracked by us, or based on data tracked by the third party. In instances where the performance criteria data are tracked by us, we recognize revenue in the period of performance. In instances where the performance criteria data are tracked by the third party, we recognize revenue when the amounts earned are both; fixed or determinable; and collection is reasonably assured. Typically, this occurs through our receipt of a cash payment from the third party along with a detailed statement containing the data that is tracked by the third party.  We license our technology for use by government agencies and we are currently marketing our ecommerce technology to states implementing health insurance exchanges as a result of health care reform legislation. In our government systems business, which may also include information services, we may earn a combination of fixed license fees and time and materials-based fees or we may be paid performance-based fees.  Medicare Lead Referral.  Our online Medicare plan platforms (www.eHealthMedicare.com and www.PlanPrescriber.com) enable consumers to research and compare Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. The Medicare-related revenue we have generated includes referral fees paid to us based on Medicare leads generated by our online platforms that are delivered and sold to third parties. The majority of our lead referral revenue has been generated during the Medicare annual enrollment period, which occurs during the fourth quarter of the calendar year. We  have begun to perform services for a greater number of our Medicare leads ourselves as a health insurance agent, for which we are entitled to receive commissions. As a result, we expect our Medicare lead referral revenue to decline substantially.  We expect other revenue to decline in absolute dollars in 2012 compared to 2011 due primarily to a  decrease in Medicare lead referral revenue as a result of our strategic decision to directly service most of the Medicare leads we generate as a health insurance agent, while significantly reducing the number of Medicare leads we sell to third parties. As a                                         18  --------------------------------------------------------------------------------

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result of this decision, we expect Medicare-related commission revenue to increase in 2012. We expect the decline in Medicare lead referral revenue to be partially offset by an increase in online sponsorship and advertising revenue.

    Member Acquisition    An important factor in our revenue growth is the growth of our member base. Our marketing initiatives are an important component of our strategy to grow our member base and are focused on three primary member acquisition channels: direct, marketing partners and online advertising. Our marketing initiatives are primarily designed to encourage consumers to complete an application for health insurance. In addition, we may refer Medicare-eligible individuals to third parties who may assist them in enrolling in a Medicare plan. Our marketing channels are as follows:    Direct.  Our direct member acquisition channel consists of consumers who access our website addresses (www.eHealth.com, www.eHealthInsurance.com, www.eHealthMedicare.com and www.PlanPrescriber.com) either directly or through algorithmic natural search listings on Internet search engines and directories. For the three months ended June  30, 2011 and 2012, applications submitted through us for individual and family health insurance from our direct channel constituted 45% and 47%, respectively, of all individual and family health insurance applications submitted on our website. For the six months ended June  30, 2011 and 2012, applications submitted through us for individual and family health insurance from our direct channel constituted 44% and 45%, respectively, of all individual and family health insurance applications submitted on our website.    Marketing Partners.  Our marketing partner member acquisition channel consists of consumers who access our websites through a network of affiliate partners and financial services and other companies. Growth in our marketing partner channel depends upon our expanding marketing programs with existing partners and adding new partners to our network. For the three months ended June 30,  2011 and 2012, applications submitted through us for individual and family health insurance plans from our marketing partner member acquisition channel constituted approximately 32% and 31%, respectively, of all individual and family health insurance applications submitted on our website. For both the six months ended June 30, 2011 and 2012, applications submitted through us for individual and family health insurance plans from our marketing partner member acquisition channel constituted approximately 32% of all individual and family health insurance applications submitted on our website.    Online Advertising.  Our online advertising member acquisition channel consists of consumers who access our websites through paid keyword search advertising from search engines such as Google, Bing and Yahoo!, as well as various Internet marketing programs such as banner advertising and email marketing. For the three months ended June 30, 2011 and 2012, applications submitted through us for individual and family health insurance plans from our online advertising channel constituted approximately 23% and 22%, respectively, of all individual and family health insurance applications submitted on our website. For the six months ended June 30, 2011 and 2012, applications submitted through us for individual and family health insurance plans from our online advertising channel constituted approximately 24% and 23%, respectively, of all individual and family health insurance applications submitted on our website.    In addition to our marketing channels, we have acquired individual and family as well as Medicare members through transactions with broker partners, whereby these brokers have transferred certain of their existing individual and family plan and Medicare plan members to us as the broker of record on the underlying policies.    Operating Costs and Expenses    Cost of Revenue    Included in cost of revenue are payments related to health insurance policies sold to members who were referred to our website by marketing partners with whom we have revenue-sharing arrangements. In order to enter into a revenue-sharing arrangement, marketing partners must be licensed to sell health insurance in the state where the policy is sold. Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized.    In the three and six months ended June 30, 2011, cost of revenue also included direct labor and other direct costs incurred in connection with a contract with the federal government, the term of which expired in January 2012.    Additionally, cost of revenue includes the amortization of consideration we paid to certain broker partners in connection with the transfer of their health insurance members to us as the new broker of record on the underlying policies. These transfers include primarily Medicare plan members. Total consideration for these transfers amounted to $6.2 million during the six months ended June 30, 2012. Consideration for all book-of-business transfers is being amortized to cost of revenue                                         19 

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as we recognize commission revenue related to the transferred members over a period of up to five years for each arrangement.

We expect cost of revenue to decrease in absolute dollars in 2012 compared to 2011 due to a decrease in direct labor and other direct costs incurred in connection with the expiration of a contract with the federal government in January 2012, partially offset by an increase in amortization of the consideration we paid in connection with the transfer of certain Medicare members to us from a partner.

   Marketing and Advertising    Marketing and advertising expenses consist primarily of member acquisition expenses associated with our direct, marketing partner and online advertising member acquisition channels, in addition to compensation and other expenses related to marketing, business development, partner management, public relations and carrier relations personnel who support our offerings. Our direct channel expenses primarily consist of costs for e-mail marketing and may also include costs for television advertising, radio advertising, print advertising, direct mail and email marketing.    Our marketing partner channel expenses consist primarily of fees paid to marketing partners with which we have a relationship. We compensate a significant number of our marketing partners by paying a fee each time a consumer referral from a partner results in a submitted health insurance application, regardless of whether the consumer's application is approved by the health insurance carrier. Many of our marketing partners have tiered arrangements in which the amount of the fee increases as the volume of submitted applications we receive from the marketing partner increases over a particular period. We recognize these expenditures in the period when a marketing partner's referral results in the submission of a health insurance application. The number of individual and family health insurance applications submitted through our ecommerce platform has generally increased in our first quarter compared to our fourth quarter and in our third quarter compared to our second quarter. Conversely, we have generally experienced a decline or flattening in individual and family submitted applications in our second quarter compared to our first quarter and in our fourth quarter compared to our third quarter. Since a significant portion of our marketing and advertising expenses are driven by the number of health insurance applications submitted on our website, those expenses are influenced by these patterns. In addition, because the total volume of submitted applications that we receive from our marketing partners is largely outside of our control, particularly during any short-term period, and because of our tiered marketing partner arrangements, we could incur expenses in excess of, or below, the amounts we had planned in periods of rapid change in the volume of submitted applications from marketing partner referrals. An unanticipated increase in submitted applications resulting from marketing partner referrals could cause our net income to be lower than our expectation, since the revenue to be derived from submitted applications that are approved by health insurance carriers will not be recognized until future periods.    Paid keyword search advertising on search engines represents the majority of expenses in our online advertising channel. We incur expenses associated with search engine advertising in the period in which the consumer clicks on the advertisement. Similar to our marketing partner channel, expenses in our online advertising channel will increase or decrease in relation to any increase or decrease in consumers referred to our website as a result of search engine advertising. For example, due to the substantial increase in the number of consumers referred to our website from paid keyword search advertising during the Medicare annual enrollment period in the fourth quarter of 2011, we experienced a significant increase in online advertising expenses during the fourth quarter of 2011 compared to other quarters in 2011. We also increased our discretionary spending for Medicare plan-related online advertising in the third and fourth quarters of 2011, compared to first and second quarters, in conjunction with the Medicare annual enrollment period in the fourth quarter of 2011. Because the majority of our Medicare plan-related revenue is not generated until the fourth quarter, our discretionary online advertising expenses had a negative impact on our profitability during the third quarter of 2011. We expect these seasonal patterns to occur again in 2012.  

We expect our marketing and advertising expenses to increase in absolute dollars in 2012 compared to 2011 due to an increase in our Medicare-related online marketing and advertising expenditures during 2012, including paid keyword search advertising.

    Customer Care and Enrollment  Customer care and enrollment expenses primarily consist of compensation and benefits costs for personnel engaged in pre-sales assistance to applicants who call our customer care center and for enrollment personnel who assist applicants during the underwriting process. In 2011, we began hiring, training and obtaining health insurance licenses and health insurance carrier appointments for additional employees in our customer care centers to service the increase in the volume of Medicare leads we received in the fourth quarter of 2011 as a result of the Medicare annual enrollment period. Many of these additional customer care center employees were temporary and their employment ended after the conclusion of the                                         20 

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Medicare annual enrollment period in December 2011. As a result of our temporary customer care center staffing requirements, we expect our customer care and enrollment costs to be higher in the third and fourth quarters of each year compared to the first and second quarters. Because the majority of our Medicare plan-related revenue is not generated until the fourth quarter, our temporary customer care center staffing costs incurred in the second and third quarters have had a significant negative impact on our profitability during the respective quarters.  We expect this seasonal pattern to occur again in 2012.  We expect customer care and enrollment expenses to increase in absolute dollars and as a percentage of total revenue in 2012 compared to 2011 as a result of additional personnel we expect to hire to service the expected increase in the volume of Medicare demand in 2012 and due to an increase in expenditures to develop and expand our Medicare plan sales capabilities.    Technology and Content    Technology and content expenses consist primarily of compensation and benefits costs for personnel associated with developing and enhancing our website technology as well as maintaining our website. A majority of our technology and content group is located at our wholly-owned subsidiary in China, where technology development costs are generally lower than in the United States.    

We expect technology and content expenses to remain relatively flat in absolute dollars in 2012 compared to 2011.

   General and Administrative    General and administrative expenses include compensation and benefits costs for staff working in our executive, finance, corporate development, investor relations, government affairs, legal, human resources, internal audit, facilities and internal information technology departments. These expenses also include fees paid for outside professional services, including audit, tax, legal, government affairs and information technology fees.    We expect our general and administrative expenses to decline in absolute dollars and as a percentage of total revenue in 2012 compared to 2011 due primarily to a decrease in government affairs expenses.                                         21  --------------------------------------------------------------------------------

    Table of Contents  Summary of Selected Metrics   

The following table shows certain selected quarterly metrics as of June 30, 2011 and 2012 and for the three months ended June 30, 2011 and 2012:

                                                     Three Months Ended       Three Months Ended Key Metrics:                                      June 30, 2011            June 30, 2012  Operating cash flows (1)                        $         7,816,000      $         7,632,000  IFP submitted applications (2)                              101,600                  103,400  IFP approved members (3)                                     87,600                   87,900 Total approved members (4)                                  124,400                  148,500  Commission revenue (5)                          $        30,079,000      $        30,603,000 Commission revenue per estimated member for the period (6)                                  $             37.47      $             35.47  Total revenue (7)                               $        36,186,000      $        35,507,000 Total revenue per estimated member for the period (8)                                      $             45.08      $             41.16                                                        As of                    As of                                                   June 30, 2011            June 30, 2012  IFP estimated membership (9)                                688,100                  684,000 Total estimated membership (10)                             804,100                  876,900                                                  Three Months Ended       Three Months Ended                                                   June 30, 2011            June 30, 2012  Marketing and advertising expenses (11)                $ 11,668,000             $ 12,167,000 Marketing and advertising expenses as a percentage of total revenue (12)                                32%                      34%  

Other Metrics:

  Source of IFP submitted applications (as a percentage of total IFP applications for the period): Direct (13)                                                     45%                      47% Marketing partners (14)                                         32%                      31% Online advertising (15)                                         23%                      22% Total                                                          100%                     100%                                          22 

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    Table of Contents  Notes:    

(1) Net cash provided by operating activities for the period from the condensed

      consolidated statements of cash flows. (2)  IFP applications submitted on eHealth's website during the period. 

Applications are counted as submitted when the applicant completes the

application, provides a method for payment and clicks the submit button on

     our website and submits the application to us. The applicant generally has      additional actions to take before the application will be reviewed by the

insurance carrier, such as providing additional information and providing an

electronic signature. In addition, an applicant may submit more than one

application. We include applications for IFP plans for which we receive

commissions as well as other forms of payment. We define our "IFP" offerings

as major medical individual and family health insurance plans, which does

not include small business, short-term, stand-alone dental, life, student or

Medicare-related health insurance plans. (3) New IFP members reported to eHealth as approved during the period. Some

members that are approved by a carrier do not accept the approval and

therefore do not become paying members. (4) New members for all plans, including Medicare plans, reported to eHealth as

approved during the period. Some members that are approved by a carrier do

not accept the approval and therefore do not become paying members. (5) Commission revenue (from all sources) recognized during the period from the

condensed consolidated statements of comprehensive income. (6) Calculated as commission revenue recognized during the period (see note (5)

above) divided by average estimated membership for the period (calculated as

beginning and ending estimated membership for all plans for the period,

     divided by two). (7)  Total revenue (from all sources) recognized during the period from the      condensed consolidated statements of comprehensive income. (8)  Calculated as total revenue recognized during the period (see note (7)

above) divided by average estimated membership for the period (calculated as

beginning and ending estimated membership for all plans for the period,

divided by two). (9) Estimated number of members active on IFP insurance policies as of the date

indicated.

(10) Estimated number of members active on all insurance policies, including

Medicare policies, as of the date indicated. (11) Marketing and advertising expenses for the period from the condensed 

consolidated statements of comprehensive income. (12) Calculated as marketing and advertising expenses for the period (see note

(11) above) divided by total revenue for the period (see note (7) above). (13) Percentage of IFP submitted applications from applicants who came directly

to the eHealth website through algorithmic search engine results or

otherwise. See note (2) above for further information as to what constitutes

a submitted application. (14) Percentage of IFP submitted applications from applicants sourced through

eHealth's network of marketing partners. See note (2) above for further

information as to what constitutes a submitted application. (15) Percentage of IFP submitted applications from applicants sourced through

paid search and other online advertising activities. See note (2) above for

     further information as to what constitutes a submitted application.     Our insurance carrier partners bill and collect insurance premiums paid by our members. Carrier partners 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. We estimate the number of continuing members on all policies other than small business insurance policies as of a specific date by taking the sum of (i) the number of members for whom we have received or applied a commission payment for the month that is six months (or three months in the case of Medicare, short-term, student and dental insurance) prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over, as applicable, the three-month or six-month period); and (ii) the number of approved members over the six-month period (or three months in the case of Medicare, short-term, student and dental insurance) prior to the date of estimation (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). We estimate the number of small business group members using the number of initial members at the time the group is approved, and we update this number for changes in membership if such changes are reported to us by the group or carrier in the period it is reported. However, groups generally notify the carrier directly of policy cancellations and increases or decreases in group size without informing us. Additionally, our carrier partners often do not communicate this information to us. We often are made aware of policy cancellations at the time of annual renewal and update our membership statistics accordingly in the period they are reported.  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 our 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 reflect updated information regarding our membership in the membership estimate                                         23  --------------------------------------------------------------------------------

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  for the current period that we are estimating, if applicable. As a result of the delay in our receipt of information from insurance carriers, actual trends in our membership are most discernable over periods longer than from one quarter to the next. In addition, and 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 economic and other conditions on our membership retention.  

Critical Accounting Policies and Estimates

    The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles, or U.S. GAAP, requires us to make judgments, assumptions, and estimates that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenue and expenses that are not readily apparent from other sources. To the extent there are material differences between our estimates and the actual results, our future consolidated results of operations may be affected.    An accounting policy is considered to be critical if the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the effect of the estimates and assumptions on financial condition or operating performance. The accounting policies we believe to reflect our more significant estimates, judgments and assumptions and are most critical to understanding and evaluating our reported financial results are as follows:    " Revenue recognition;   " Stock-Based Compensation;  

" Goodwill and Intangible Assets; and

" Accounting for Income Taxes.

   During the six months ended June 30, 2012, there were no significant changes to our critical accounting policies and estimates. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2011, for a complete discussion of our critical accounting policies and estimates.                                         24 

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    Table of Contents  Results of Operations    The following table sets forth our operating results and the related percentage of total revenues for the three and six months ended June 30, 2011 and 2012 (dollars in thousands):                                    Three Months Ended June 30,            Six Months Ended June 30,                                 2011               2012               2011               2012 Revenue: Commission                $ 30,079     83  % $ 30,603     86  % $ 60,839     83  % $ 62,067     86  % Other                        6,107     17       4,904     14      12,902     17      10,515     14 Total revenue               36,186    100      35,507    100      73,741    100      72,582    100 Operating costs and expenses: Cost of revenue              2,555      7         764      2       5,206      7       2,439      3 Marketing and advertising   11,668     32      12,167     34      24,577     33      25,154     35 Customer care and enrollment                   4,610     13       6,358     18      10,020     14      12,329     17 Technology and content       5,415     15       5,033     14      10,885     15      10,515     14 General and administrative               6,661     18       6,590     19      13,382     18      13,194     18 Amortization of intangible assets              427      1         460      1         854      1         907      1 Total operating costs and expenses                    31,336     87      31,372     88      64,924     88      64,538     89 Income from operations       4,850     13       4,135     12       8,817     12       8,044     11 Interest and other income (expense), net                 (21)    (0)         16      0         (40)    (0)         37      0 Income before provision for income taxes             4,829     13       4,151     12       8,777     12       8,081     11 Provision for income taxes                        2,097      6       1,846      5       4,064      6       3,651      5 Net income                $  2,732      8  % $  2,305      6  % $  4,713      6  % $  4,430      6  %  

Operating costs and expenses include the following amounts of stock-based compensation expense (in thousands):

                                              Three Months Ended June 30,         Six Months Ended June 30,                                             2011              2012             2011             2012  Marketing and advertising               $        276      $        362      $       522      $       602 Customer care and enrollment                      74                74              181              153 Technology and content                           470               218              925              551 General and administrative                     1,117               708            2,170            1,681

Total stock-based compensation expense $ 1,937 $ 1,362 $ 3,798$ 2,987

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Three and Six Months Ended June 30, 2011 and 2012

Revenue

The following table presents our commission, other revenue and total revenue and the absolute dollar and percentage changes from the comparable prior year periods (dollars in thousands):

                                                                                      Six Months Ended                         Three Months Ended June 30,            Change               June 30,               Change                           2011               2012             $         %       2011        2012          $         %  Commission            $      30,079      $      30,603    $    524      2%    $ 60,839    $ 62,067    $  1,228      2% Percentage of total revenue                         83%                86%                             83%         86%  Other                 $       6,107      $       4,904    $ (1,203)   (20%)   $ 12,902    $ 10,515    $ (2,387)   (19%) Percentage of total revenue                         17%                14%                             17%         14%  Total revenue         $      36,186      $      35,507    $   (679)    (2%)   $ 73,741    $ 72,582    $ (1,159)    (2%)     Three Months Ended June 30, 2012 and 2011-Commission revenue increased $0.5 million, or 2%, in the three months ended June 30,  2012 compared to the three months ended June 30,  2011,  due primarily to a $2.7 million increase in Medicare-related commission revenue, which was driven by an increase in our Medicare membership. Partially offsetting the increase in Medicare commission revenue was a $2.2 million decrease in non-Medicare commission revenue, primarily individual and family health insurance commission revenue, due to a reduction in the commission rates we are paid on individual and family health insurance policies as a result of the implementation of the medical loss ratio requirements by insurance carriers due to health care reform legislation.    

Other revenue decreased $1.2 million, or 20%, in the three months ended June 30,

  2012 compared to the three months ended June 30, 2011, due primarily to a $2.0 million decrease in revenue related to our government systems business and a $1.3 million decrease in Medicare-related health insurance product lead referral revenue. Our government systems business revenue was adversely impacted by the expiration of our technology licensing contract with the federal government in January 2012. The decrease in lead referral revenue was the result of our strategic decision to reduce the number of Medicare leads sold to third parties and to instead act as a health insurance agent to those leads. Partially offsetting these decreases was a $1.9 million increase in online sponsorship and advertising revenue.    Six Months Ended June 30, 2012 and 2011-Commission revenue increased $1.2 million, or 2%, in the six months ended June 30, 2012 compared to the six months ended June 30, 2011,  due primarily to a $6.2 million increase in Medicare-related commission revenue. Partially offsetting this increase was a $5.0 million decrease in non-Medicare commission revenue, primarily individual and family health insurance commission revenue, due to a reduction in the commission rates we are paid on individual and family health insurance policies as a result of the implementation of the medical loss ratio requirements by insurance carriers.    Other revenue decreased $2.4 million, or 19%, in the six months ended June 30, 2012 compared to the six months ended June 30, 2011, due primarily to a $4.1 million decrease in revenue related to our government systems business and a $2.2 million decrease in Medicare-related health insurance product lead referral revenue. Partially offsetting these decreases was a $3.7 million increase in online sponsorship and advertising revenue.                                           26  --------------------------------------------------------------------------------

    Table of Contents  Operating Costs and  Expenses    Cost of Revenue 

The following table presents our cost of revenue and the dollar and percentage change from the comparable prior year periods (dollars in thousands):

                                                                               Six Months Ended                      Three Months Ended June 30,         Change               June 30,              Change                         2011            2012            $         %       2011        2012         $         %  Cost of revenue        $ 2,555        $      764    $ (1,791)   (70%)    $ 5,206    $ 2,439    $ (2,767)   (53%)

Percentage of total revenue                     7%                2%                              7%         3%     Three Months Ended June 30, 2012 and 2011-Cost of revenue decreased $1.8 million, or 70%, in the three months ended June 30,  2012 compared to the three months ended June 30,  2011,  due primarily to a decrease of $1.6 million in costs related to our technology licensing contract with the federal government,  which expired in January 2012, and a $0.3 million decrease in revenue sharing expenses with partners, partially offset by an increase of $0.1 million  in amortization expense associated with the consideration paid in connection with several transactions in which we acquired broker of record status on a number of Medicare health insurance plans.    Six Months Ended June 30, 2012 and 2011-Cost of revenue decreased $2.8 million, or 53%, in the six months ended June 30, 2012 compared to the six months ended June 30, 2011,  due primarily to a decrease of $3.4 million in costs related to our technology licensing contract with the federal government and a $0.5 million decrease in revenue sharing expenses with partners, partially offset by an increase of $1.2 million in amortization expense associated with the consideration paid in connection with several transactions in which we acquired broker of record status on a number of Medicare health insurance plans.    

Marketing and Advertising

  The following table presents our marketing and advertising expenses and the dollar and percentage change from the comparable prior year periods (dollars in thousands):                                                                                  Six Months Ended                         Three Months Ended June 30,          Change             June 30,             Change                           2011               2012           $       %       2011        2012        $       %  Marketing and advertising           $      11,668      $      12,167    $ 499     4%    $ 24,577    $ 25,154    $ 577     2% Percentage of total revenue                         32%                34%                         33%         35%   Three Months Ended June 30, 2012 and 2011-Marketing and advertising expenses increased $0.5 million, or 4%, in the three months ended June 30, 2012 compared to the three months ended June 30, 2011, due primarily to a $0.4 million increase in compensation, benefits and other personnel costs and stock-based compensation costs. In the three months ended June 30, 2012, we directed a larger portion of our discretionary online advertising spending to Medicare-related plans and away from individual and family plans, while keeping our overall level of online advertising spending similar to the comparable year-ago quarter.  Six Months Ended June 30, 2012 and 2011-Marketing and advertising expenses increased $0.6 million, or 2%, in the six months ended June 30, 2012 compared to the six months ended June 30, 2011, due primarily to a $0.4 million increase in fees we pay to marketing partners for referrals that result in the submission of a health insurance application on our website. Additionally, compensation, benefits and other personnel costs and stock-based compensation costs increased $0.2 million. In the six months ended June 30, 2012, we directed a larger portion of our discretionary online advertising spending to Medicare-related plans and away from individual and family plans, while keeping our overall level of online advertising spending similar to the comparable year-ago period.                                           27 

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    Table of Contents  Customer Care and Enrollment  The following table presents our customer care and enrollment expenses and the dollar and percentage change from the comparable prior year periods (dollars in thousands):                                                                                      Six Months Ended                       Three Months Ended June 30,             Change                June 30,              Change                           2011              2012           $            %       2011        2012         $        %  Customer care and enrollment                $    4,610        $ 6,358    $   1,748       38%    $ 10,020    $ 12,329    $ 2,309    23% Percentage of total revenue                          13%            18%                                14%         17%     Three Months Ended June 30, 2012 and 2011-Customer care and enrollment expenses increased $1.7 million, or 38%, in the three months ended June 30, 2012 compared to the three months ended June 30,  2011, due primarily to additional customer care center personnel hired to service the increase in volume of Medicare leads serviced directly by us as a health insurance agent. As a result, compensation, benefits and other personnel costs and stock-based compensation costs increased $1.3 million.    Six Months Ended June 30, 2012 and 2011-Customer care and enrollment expenses increased $2.3 million, or 23%, in the six months ended June 30, 2012 compared to the six months ended June 30, 2011, due primarily to additional customer care center personnel hired to service the increase in volume of Medicare leads serviced directly by us as a health insurance agent. As a result, compensation, benefits and other personnel costs and stock-based compensation costs increased $1.8 million and insurance licensing costs increased $0.2 million.    

Technology and Content

The following table presents our technology and content expenses and the dollar and percentage change from the comparable prior year periods (dollars in thousands):

                                                                                      Six Months Ended                       Three Months Ended June 30,             Change                June 30,              Change                           2011              2012           $            %       2011        2012         $       %  Technology and content                   $    5,415        $ 5,033    $    (382)      (7%)   $ 10,885    $ 10,515    $ (370)   (3%) Percentage of total revenue                          15%            14%                                15%         14%     Three Months Ended June 30, 2012 and 2011-Technology and content expenses decreased $0.4 million in the three months ended June 30, 2012 compared to the three months ended June 30,  2011, due to a decrease of $0.4 million in compensation, benefits and other personnel costs and stock-based compensation costs.    Six Months Ended June 30, 2012 and 2011-Technology and content expenses decreased $0.4 million in the three months ended June 30, 2012June 30, 2011, due primarily to a decrease of $0.6 million in compensation, benefits and other personnel costs and stock-based compensation costs. Partially offsetting this decrease was a $0.3 million increase in internet and data center infrastructure costs.                                         28  --------------------------------------------------------------------------------

    Table of Contents  General and Administrative  The following table presents our general and administrative expenses and the dollar and percentage change from the comparable prior year periods (dollars in thousands):                                                                                     Six Months Ended                       Three Months Ended June 30,            Change                June 30,              Change                           2011              2012           $           %       2011        2012         $       %  General and administrative            $    6,661        $ 6,590    $    (71)      (1%)   $ 13,382    $ 13,194    $ (188)   (1%) Percentage of total revenue                          18%            19%                               18%         18%     Three and Six Months Ended June 30, 2012 and 2011-General and administrative expenses remained relatively flat in the three and six months ended June 30, 2012 compared to the three and six months ended June 30, 2011, respectively.    

Amortization of Intangible Assets

Three and Six Months Ended June 30, 2012 and 2011-Amortization expense related to intangible assets purchased through our acquisition of PlanPrescriber remained relatively flat in the three and six months ended June 30, 2012 compared to the three and six months ended June 30, 2011, respectively.

Other Income (Expense), Net

  The following table presents our other income  (expense), net, and the dollar and percentage change from the comparable prior year periods (dollars in thousands):                                                                                   Six Months Ended                       Three Months Ended June 30,           Change               June 30,              Change                            2011             2012          $         %        2011         2012       $        %  Other income (expense), net              $     (21)       $   16    $    37    176%     $    (40)     $   37    $  77    193% Percentage of total revenue                           (0%)           0%                             (0%)         0%     Three and Six Months Ended June 30, 2012 and 2011-Other income (expense), net increased in the three and six months ended June 30, 2012 compared to the three and six months ended June 30,  2011, respectively, due primarily to a decrease in investment management fees. Administrative bank fees, management fees and interest expense on our capital lease obligations more than offset interest earned on our invested cash in the three and six months ended June 30, 2011.    Provision for Income Taxes 

The following table presents our provision for income taxes and the dollar change from the comparable prior year periods (dollars in thousands):

                           Three Months Ended                    Six Months Ended                              June 30,                             June 30,                          2011         2012      Change $      2011        2012      Change $  Provision for income taxes                  $   2,097    $ 1,846     $   (251)    $ 4,064    $ 3,651     $   (413) Percentage of total revenue                       6%         5%                       6%         5% Effective tax rate         43.4%      44.5%                    46.3%      45.2%      

Three Months Ended June 30, 2012 and 2011-In the three months ended June 30,

  2011 and 2012, we recorded a  provision for income taxes of $2.1 million and $1.9 million, respectively, representing effective tax rates of 43.4% and 44.5%, respectively.  Our effective tax rate in the three months ended June 30, 2012 was higher than our effective tax rate in the three months ended June 30, 2011, due primarily to an increase in tax shortfalls related to share-based payments.                                           29 

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Six Months Ended June 30, 2012 and 2011-In the six months ended June 30, 2011 and 2012, we recorded a provision for income taxes of $4.1 million and $3.7 million, respectively, representing effective tax rates of 46.3% and 45.2%, respectively. Our effective tax rate in the six months ended June 30, 2012

was lower than our effective tax rate in the six months ended June 30, 2011, due primarily to a decrease in tax shortfalls related to share-based payments.

Liquidity and Capital Resources

    At June 30, 2012, our cash and cash equivalents totaled $122.1 million. Cash equivalents, which are comprised of financial instruments with an original maturity of 90 days or less from the date of purchase, primarily consist of money market funds. At December 31, 2011, our cash and cash equivalents totaled $123.6 million.  On June 14, 2011, we announced that our board of directors approved a stock repurchase program authorizing us to purchase up to an additional $30.0 million of our common stock. In February 2012, we completed this stock repurchase program, having repurchased an aggregate 2.2 million shares for approximately $30.0 million at an average price of $13.78 per share including commissions. Purchases under this repurchase program were made in the open market and complied with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The cost of the repurchased shares was funded from available working capital.  For accounting purposes, common stock repurchased under our stock repurchase programs was recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method.  

Stock repurchase activity under our stock repurchase programs during the six months ended June 30, 2012 is summarized as follows (dollars in thousands, except share and per share amounts):

                                       Total Number      Average Price                                     of Shares       Paid per Share        Amount of                                     Purchased            (2)              Repurchase Cumulative balance at December 31, 2011 (1)                5,797,806         $     14.07       $      81,557 Repurchases of common stock            554,284         $     15.23               8,441 Cumulative balance at June 30, 2012 (1)                             6,352,090         $     14.17       $  

89,998

(1) Cumulative balances at December 31, 2011 and June 30, 2012 include shares

repurchased in connection with our stock repurchase programs announced on

July 27, 2010 and June 14, 2011, as well as a previous stock repurchase plan

announced in 2008.

(2) Average price paid per share includes commissions.

  In addition to the 6.4 million shares repurchased under our repurchase programs as of June 30, 2012, we have in treasury 0.2 million shares that were surrendered by employees to satisfy tax withholdings due in connection with the vesting of certain restricted stock units. As of December 31, 2011 and June 30, 

2012, we had a total of 5.9 million shares and 6.5 million shares, respectively, held in treasury.

The following table presents a summary of our cash flows for the six months ended June 30, 2011 and 2012 (in thousands):

                                                       Six Months Ended June 30,                                                     2011              2012

Net cash provided by operating activities $ 14,591$ 12,725

Net cash used in investing activities $ (5,008)$ (8,389)

Net cash used in financing activities $ (1,745)$ (5,888)

     The cash flow statement for the six months ended June 30,  2012  includes a $2.2 million cash flow benefit from deferred income taxes, of which approximately $1.0 million of tax benefit, primarily from the utilization of net operating loss carry forwards, is included in cash flow from operations and approximately $1.2 million of net operating loss carry forwards, from the utilization of excess tax benefits related to share-based payments. The utilization of excess tax benefits related to                                         30 

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  share-based payments is also shown in the cash flow statement for the six months ended June 30,  2012 as both a decrease in cash flow from operating activities and an increase in cash flow from financing activities.    The cash flow statement for the six months ended June 30,  2011  includes a $6.2 million cash flow benefit from deferred income taxes, of which approximately $3.7 million of tax benefit, primarily from the utilization of net operating loss carry forwards, is included in cash flow from operations and $2.6 million of net operating loss carry forwards, from the utilization of excess tax benefits related to share-based payments. The utilization of excess tax benefits related to share-based payments is also shown in the cash flow statement for the six months ended June 30,  2011 as both a decrease in cash flow from operating activities and an increase in cash flow from financing activities.    Operating Activities    Cash provided by operating activities primarily consists of net income, adjusted for certain non-cash items including deferred income taxes, depreciation and amortization, including amortization of intangible assets, stock-based compensation expense, excess tax benefits from stock-based compensation, and the effect of changes in working capital and other activities.    The timing of the recognition of our commission revenue depends upon the timing of our receipt of commission reports and associated commission payments from health insurance carriers. If we were to experience a delay in receiving a commission payment from a health insurance carrier at the end of a quarter, our operating cash flows for that quarter could be adversely impacted. Additionally, commission override payments are reported to us in a more irregular pattern than premium commissions. For example, a carrier may make a commission override payment to us on an annual basis, which would positively impact our cash flows in the quarter the payment is received. The majority of our annual commission override payments is typically received during the first quarter of the year.    Historically, we have experienced a reduction in operating cash flows during the first quarter of the year compared to the other quarters due to the payment of annual performance bonuses to employees in the first quarter of the year. In the first quarter of 2012, we collected a substantial amount of lead referral payments related to Medicare leads sold during the annual enrollment period in the fourth quarter of 2011. The seasonal impact of Medicare lead referral collections is expected to be minimal in 2013 as we transition away from lead referral transactions. A significant portion of our marketing and advertising expenses are driven by the number of health insurance applications submitted on our ecommerce platform. Since our marketing and advertising costs are expensed as incurred and the revenue from approved applications is recognized as commissions are subsequently reported to us, our operating cash flows could be adversely impacted by a substantial increase in the volume of applications submitted during a quarter or positively impacted by a substantial decline in the volume of applications submitted during a quarter.    Six Months Ended June 30, 2012-Our operating activities generated cash of $12.7 million during the six months ended June 30, 2012 and consisted of net income of $4.4 million, increased by non-cash items of $6.3 million and cash provided by working capital and other activities of $2.0 million. Adjustments for non-cash items primarily consisted of $1.0 million of deferred income taxes, $3.0 million of stock-based compensation expense and $3.4 million of depreciation and amortization, including amortization of book-of-business consideration and amortization of intangible assets, partially offset by $1.2 million of excess tax benefits from stock-based compensation. Cash provided by working capital and other activities primarily consisted of a decrease of $4.4 million in accounts receivable, an increase of $1.9 million in other current liabilities, an increase of $1.4 million in accounts payable and a decrease of $0.7 million in prepaid expenses and other current assets, partially offset by a decrease of $3.0 million in accrued marketing expenses, an increase of $1.9 million in other assets and a  decrease of $1.6 million in accrued compensation and benefits. Other assets increased primarily from book-of-business transfers. Accounts payable increased due primarily to the timing of payments to our vendors and accrued compensation and benefits decreased primarily due to the payment of performance bonuses to employees that were earned during 2011.    Six Months Ended June 30, 2011-Our operating activities generated cash of $14.6 million during the six months ended June 30, 2011 and consisted of net income of $4.7 million, increased by non-cash items of $7.3 million and cash provided by working capital and other activities of $2.6 million. Adjustments for non-cash items primarily consisted of $3.8 million of stock-based compensation expense, $3.7 million of deferred income taxes and $2.4 million of depreciation and amortization, including amortization of book-of-business consideration and amortization of acquired intangible assets, partially offset by approximately $2.6 million of excess tax benefits from stock-based compensation. Cash provided by working capital and other activities primarily consisted of a decrease of $6.6 million in accounts receivable and a decrease of $1.5 million in prepaid expenses and other current assets, partially offset by a decrease of $2.1 million in deferred revenue, a decrease of $1.2 million in accounts payable, a decrease of $1.1 million in other current liabilities and a decrease                                         31  --------------------------------------------------------------------------------

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  of $0.7 million in accrued compensation and benefits. Accounts receivable decreased primarily due to collections of receivables from our government systems business as well as collection of Medicare lead referral receivables recorded during the Medicare annual enrollment period in the fourth quarter of 2010. Accounts payable decreased due primarily to the timing of payments to our vendors and accrued compensation and benefits decreased primarily due to the payment of performance bonuses to employees that were earned during 2010.    Investing Activities    Our investing activities primarily consist of purchases of computer hardware and software to enhance our website and to support our growth and include consideration paid to a partner in connection with the transfer to us of certain Medicare plan members for whom we expect to earn future commissions.    Six Months Ended June 30, 2012-Net cash used in investing activities of $8.4 million during the six months ended June 30, 2012 was attributable to cash consideration of $6.2 million paid to a partner related to the transfer of two books-of-business in the six months ended June 30, 2012, whereby we became the broker of record on the underlying policies for certain Medicare insurance members that were transferred to us, and capital expenditures of $2.1 million.    Six Months Ended June 30, 2011-Net cash used in investing activities of $5.0 million during the six months ended June 30, 2011 included a $3.0 million payment related to the transfer of a book-of-business in the six months ended June 30, 2011 and a $0.8 million final payment related to the transfer of a book-of-business in the fourth quarter of 2010. For both transfers, we became the broker of record on the underlying policies for certain Medicare insurance members that were transferred to us. Additionally, net cash used by investing activities included capital expenditures of $1.2 million.    Financing Activities    Six Months Ended June 30,  2012-Net cash used in financing activities of $5.9 million during the six months ended June  30, 2012 was due to $8.4 million used to repurchase 0.6 million shares of our common stock and $1.0 million used to net-share settle the tax obligation related to vesting equity awards, partially offset by $2.4 million of net proceeds from the exercise of common stock options and $1.2 million of excess tax benefits from stock-based compensation.    Six Months Ended June 30, 2011-Net cash used in financing activities of $1.7 million during the six months ended June 30, 2011 was due to $3.8 million used to repurchase 0.3 million shares of our common stock and $0.5 million used to net-share settle the tax obligation related to equity awards, partially offset by $2.6 million of excess tax benefits from stock-based compensation.    Future Needs    We believe that cash generated from operations and our current cash and cash equivalents will be sufficient to fund our operations for at least the next twelve months. Our future capital requirements will depend on many factors, including our level of investment in technology and advertising initiatives. We currently do not have any bank debt, line of credit facilities or other borrowing arrangements. To the extent that available funds are insufficient to fund our future activities, we may need to raise additional capital through public or private equity or debt financing to the extent such funding sources are available.   

Contractual Obligations and Commitments

   Operating Lease Obligations    We lease certain of our office, operating facilities, equipment and furniture and fixtures under various operating leases, the latest of which expires in August 2018. Certain of these leases have free or escalating rent payment provisions. We recognize rent expense on our operating leases on a straight-line basis over the terms of the leases, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements.  In March 2012, we entered into an agreement to lease a building to be constructed in Mountain View, California, adjacent to our headquarters office. The term of the operating lease is ten years from the date the building is delivered to us and the base rent is approximately $0.6 million for the first year of the lease. The base rent increases annually by 3%. Future minimum payments related to this operating lease are estimated to total $6.8 million over the ten-year term of the lease plus our proportionate share of certain operating expenses, insurance costs and taxes for each calendar year during the lease, but may differ depending on actual rentable square footage. Lease payments are expected to begin in the second or third quarter                                         32  --------------------------------------------------------------------------------

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of 2013, although the actual commencement of lease payments will depend upon the date of completion and delivery of the newly constructed building.

    Upon signing the Mountain View, California lease agreement, we  entered into a financial guarantee consisting of a standby letter of credit for $0.6 million, which may be reduced in increments of 25% of the original amount thereof on the first, second and third anniversaries of the commencement date, subject to our compliance with the applicable conditions to such reductions set forth in the lease.    In May 2012, we entered into an agreement to lease office space in South Jordan, Utah. The term of the operating lease is 65 months and commences in August 2012. The lease significantly increases our office space for our customer care and enrollment activities and replaces an expiring operating lease for office space at another location in South Jordan, Utah. Rent payments begin in January 2013 and total approximately $0.5 million per year through December 2017.    

Service and Licensing Obligations

    We have entered into service and licensing agreements with third party vendors to provide various services, including network access, equipment maintenance and software licensing. The terms of these services and licensing agreements are generally up to three years. We record the related service and licensing expenses on a straight-line basis, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements.    In March 2012, we entered into a service agreement with a vendor to support our customer care center telephonic system and equipment. Service obligations related to this agreement total $0.7 million over the three-year term of the agreement.   

The following table presents a summary of our future minimum payments under non-cancellable operating lease agreements and certain contractual service and licensing obligations as of June 30, 2012 (in thousands):

                                                                 Service and                                        Operating Lease       Licensing Years Ending December 31,                Obligations        Obligations        Total Obligations  2012 (six months)                         $     1,684         $       394       $          2,078 2013                                            1,769                 756                  2,525 2014                                            1,419                 680                  2,099 2015                                            1,215                 138                  1,353 2016                                            1,226                    -                 1,226 Thereafter                                      1,741                    -                 1,741 Sub-Total                                 $     9,054         $     1,968       $         11,022 New building - Mountain View, California (estimated commitment) (1)           6,833                    -                 6,833 Total (estimate)                          $    15,887         $     1,968       $         17,855    

(1) Future minimum payments related to the new Mountain View, California

operating lease are estimated to total $6.8 million over the ten-year term of

the lease, but may differ depending on actual rentable square footage. Lease

payments are expected to begin in the second or third quarter of 2013,

although the actual commencement of lease payments will depend upon the date

of completion and delivery of the newly constructed building. This lease is

generally non-cancellable, except in the case of non-delivery of the newly

constructed building.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, investments in special purpose entities or undisclosed borrowings or debt. Additionally, we are not a party to any derivative contracts or synthetic leases.

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