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10-Q: BENEFYTT TECHNOLOGIES, INC.

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(EDGAR Online via COMTEX) -- ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in the Management's Discussion and Analysis of Financial Condition and Results of Operations below and in other sections of this report that are forward-looking statements. All statements other than statements of historical fact included in this quarterly report are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "may," "might," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties, and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, anticipated trends in our business, future and continued regulatory matters and compliance, and other future events or circumstances. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements, and other future events or circumstances to differ materially from the results, level of activity, performance or achievements, events or circumstances expressed or implied by the forward-looking statements, including those factors discussed in "Part I. - Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019 and those factors discussed in "Part II - Item 1A. Risk Factors" below.

We cannot guarantee future results, level of activity, performance, achievements, events, or circumstances. We are under no duty to update any of these forward-looking statements after the date of this report to conform our prior statements to actual results or revised expectations.

Overview

Benefytt Technologies, Inc. ("BFYT") is a Delaware corporation that was incorporated on October 26, 2012 under the name Health Insurance Innovations, Inc. and that changed its name to Benefytt Technologies, Inc, on March 6, 2020. In this quarterly report, unless the context suggests otherwise, references to the "Company," "we," "us" and "our" refer to Benefytt Technologies, Inc. (formerly known as Health Insurance Innovations, Inc.) and its consolidated subsidiaries. The term "HPIH" refers to our majority owned subsidiary, Health Plan Intermediaries Holdings, LLC, on a stand-alone basis. The terms "HealthPocket" or "HP" refer to HealthPocket, Inc., which was acquired by HPIH on July 14, 2014 (and is now wholly owned by Health Insurance Innovations Holdings, LLC, or "HIIH," a wholly owned subsidiary of HPIH formed on December 17, 2018). The term "Benefytt Reinsurance" refers to Benefytt, LLC, a wholly owned subsidiary of HIIH which was formed on May 1, 2019. The term "TogetherHealth" collectively refers to the three subsidiaries TogetherHealth PAP, LLC, TogetherHealth Insurance, LLC, and Rx Helpline, LLC, which were acquired by HPIH on June 5, 2019, and are all wholly owned subsidiaries of HPIH. The term "TIB" refers to Total Insurance Brokers, LLC which was acquired on August 5, 2019 and is wholly owned by HPIH. The term "ASIA" refers to American Service Insurance Agency LLC, a wholly owned subsidiary which was acquired by HPIH on August 8, 2014. HP, HIIH, Benefytt Reinsurance, TogetherHealth, TIB, and ASIA are consolidated subsidiaries of HPIH, which is a consolidated subsidiary of BFYT.

We are a health insurance technology company that primarily engages in the development and operation of private e-commerce health insurance marketplaces, consumer engagement platforms, agency technology systems, and insurance policy administration platforms.

By leveraging existing and emerging platforms and technologies, Benefytt offers a range of Medicare-related insurance plans from many of the nation's leading carriers as well as other types of health insurance and supplemental products that meet the needs of consumers. Benefytt's direct-to-consumer site, HealthInsurance.com, provides seniors and Medicare-eligible consumers the ability to access powerful online comparison tools and educational resources that enable efficient self-guided navigation of available Medicare health insurance options.

COVID-19 Update

Although COVID-19 is currently not material to our results of operations, there is uncertainty relating to the potential future impact on our business. The extent to which COVID-19 impacts our operations, or our ability to obtain financing should we require it, will depend on future developments which are uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions taken by governments and private businesses to contain COVID-19, among

others. If the disruptions posed by COVID-19 continue for an extended period of time, financial markets may not be available to the Company for raising capital in order to fund future growth or to refinance its existing credit facility currently due in May of 2022. Should the company not be able to obtain financing when required, in the amounts necessary or under terms which are economically feasible, we may be required to reduce planned future growth and/or the scope of our operations.

Operating Segments

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM"), or decision-making group, in deciding how to allocate resources and in assessing performance. Our President and Chief Executive Officer is our named CODM. As of December 31, 2019, the Company determined that we have two reportable segments within our operating platform, Medicare and IFP. The Company periodically reviews the structure of our organization and CODM communications to assess the continued appropriateness of our segment reporting. The CODM reviews our financial information in a manner substantially similar to the accompanying consolidated financial statements with emphasis on Medicare and IFP as two distinct operating segments. The Medicare and IFP segments are described further below:

Medicare - The Medicare segment consists of consumer engagement activities which generate leads that we both sell to third-parties and feed to our business process outsourcing partners ("BPO") and captive distribution channels to support the distribution of a range of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement, and Medicare Part D prescription drug plans.

IFP - The IFP segment focuses on the sale and service of individual and family health insurance plans ("IFP") which encompasses short-term medical ("STM") insurance plans and health benefit insurance plans ("HBIP"). We also offer supplemental products which include a variety of additional insurance and non-insurance products that are frequently purchased as supplements to IFPs.

The adoption of the revenue recognition standard (ASC 606) highlighted the seasonality of our revenues. We generally expect to recognize greater revenue in the first quarter of each year as a result of the increase in submitted policies during the open enrollment period established by the Patient Protection and Affordable Care Act ("PPACA") and continued seasonal increases in revenue during the fourth quarter due to the Medicare annual election period and PPACA open enrollment period. However, with the de-emphasis of IFP, revenue for the three months ended March 31, 2020 compared to 2019 decreased as expected.

Executive Overview of First Quarter 2020 Results

Our key metrics and financial results for 2020 are as follows:

Medicare Distribution

First quarter revenue from our Medicare segment was $18.9 million.

First quarter loss for the Medicare segment was $1.6 million.

Expected Duration Units

Expected duration units submitted for Medicare were 826,100 for the three months ended March 31, 2020.

IFP Sales

First quarter revenue from our IFP segment was $52.7 million, a decrease of 39.7%.

First quarter profit for the IFP segment was $8.3 million, a decrease of 10.1%.

Expected Duration Units

Expected duration units of submitted IFPs were 867,900 and 1.3 million, respectively for the three months ended March 31, 2020 and 2019, a decrease of 33.0%.

Financial Results

Revenue was $71.6 million, compared to revenue of $87.3 million in 2019, a decrease of 18.1%.

Net loss was $44.3 million, compared to net income of $1.3 million in 2019, a decrease of 3,426%.

Adjusted EBITDA was $933,000, compared to $9.3 million in 2019, a decrease of 89.9%.

GAAP diluted loss per share was $3.68, compared to earnings per share of $0.11 in 2019, a decrease of 3,445%.

Adjusted earnings per share was $0.01 compared to adjusted earnings per share of $0.43 in 2019, a decrease of 97.7%.

We continue to focus on our top initiatives: (i) expanding our entrance into the Medicare space, (ii) improving the lifetime value of policies sold, (iii) new carrier relationships, (iv) expanding compliant distribution, (v) improving the member experience, and (vi) enhancing technology.

Key Business Metrics

We rely upon the following key business metrics to evaluate our business performance and facilitate long-term strategic planning:

Revenues. Our revenues primarily consist of commissions and fees earned for the lifetime value of Medicare and IFP products issued to members, referral fees, and fees for discount benefit plans paid by members as a direct result of our enrollment services, brokerage services, member management, lead sales, or referral sales. Revenues reported by the Company are net of risk premiums remitted to insurance carriers and fees paid for discount benefit plans.

Commission rates that we receive for the sale of products are agreed to in advance with the relevant contracted party and vary between contract and policy type. Under our compensation arrangements, the commission rate schedule that is in effect on the policy effective date governs the commissions over the life of the policy. We continue to receive a commission payment as a member renews their policy, or until a plan expires or is terminated.

Expected Duration Units. An expected duration unit represents the cumulative number of months the Company expects to collect from each policy submitted during the period. This metric is important because the vast majority of our revenues are recognized up front at the time the policy is sold. This portion of revenue represents the total amount of commissions we expect to collect over the life of each policy sold. Our expected duration units are an important indicator of our revenues. We have included expected duration units in this report because it is a key measure used by our management to understand and evaluate our core revenue performance and trends, to prepare our annual budget, and to develop short- and long-term operational plans. In particular, the inclusion of expected duration units can provide a useful measure for period-to-period comparisons of our business. Expected duration units has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

The following table presents expected duration units by product type:







                                             Expected Duration Units by Product Type
                                                  Three Months Ended March 31,
                                                 2020                 2019      Change (%)
        Medicare(1)
        Medicare Advantage                  774,600                        -           -
        Medicare Supplement                  15,400                        -           -
        Medicare Part D                       9,100                        -           -
        Supplementals                        27,000                        -           -
        Total Medicare                      826,100                        -           -
        IFP
        STM <12 Months                       22,100                   45,000       (50.9 )%
        STM ? 12 Months                     243,000                  298,300       (18.5 )%
        Total STM                           265,100                  343,300       (22.8 )%
        Health Benefit Plans                171,200                  336,700       (49.2 )%
        Supplementals                       431,600                  615,500       (29.9 )%
        Total IFP                           867,900                1,295,500       (33.0 )%
        Total Expected Duration Units     1,694,000                1,295,500        30.8  %
        


(1) The Company did not begin selling Medicare products until the second quarter of 2019 which was marked by the acquisition of TogetherHealth on June 5, 2019.

Submitted and Approved Applications. Our submitted applications are an important input of our expected revenues when included in context with the corresponding expected average duration of the submitted application. A member may be enrolled in more than one policy or discount benefit plan simultaneously. Submitted applications will differ from the amount of approved applications. Approved applications represent the number of submitted applications that were approved by the relevant insurance carrier for the identified product during the relevant period. Medicare approved applications are calculated assuming a 92% conversion of submitted applications. We have included submitted and approved applications in this report because in conjunction with expected duration units, they are key measures used by our management to understand and evaluate our core revenue performance and trends, to prepare our annual budget and to develop short- and long-term operational plans. In particular, the inclusion of submitted and approved applications can provide as useful measures for period-to-period comparisons of our business.

The following table presents submitted applications by product type:







                                            Submitted Applications by Product Type
                                                 Three Months Ended March 31,
                                                 2020                 2019     Change (%)
        Medicare
        Medicare Advantage                 20,000                         -           -
        Medicare Supplement                   400                         -           -
        Medicare Part D                       200                         -           -
        Supplementals                         700                         -           -
        Total Medicare                     21,300                         -           -
        IFP
        STM <12 Months                      5,300                    11,200       (52.7 )%
        STM ? 12 Months                    23,100                    29,200       (20.9 )%
        Total STM                          28,400                    40,400       (29.7 )%
        Health Benefit Plans               17,800                    35,300       (49.6 )%
        Supplementals                      47,400                    67,700       (30.0 )%
        Total IFP                          93,600                   143,400       (34.7 )%
        Total Submitted Applications      114,900                   143,400       (19.9 )%
        


The following table presents approved applications by product type:







                                           Approved Applications by Product Type
                                                Three Months Ended March 31,
                                               2020                 2019     Change (%)
        Medicare
        Medicare Advantage                18,400                        -           -
        Medicare Supplement                  400                        -           -
        Medicare Part D                      200                        -           -
        Supplementals                        600                        -           -
        Total Medicare                    19,600                        -           -
        IFP
        STM <12 Months                     5,300                   11,200       (52.7 )%
        STM ? 12 Months                   23,100                   29,200       (20.9 )%
        Total STM                         28,400                   40,400       (29.7 )%
        Health Benefit Plans              17,800                   35,300       (49.6 )%
        Supplementals                     47,400                   67,700       (30.0 )%
        Total IFP                         93,600                  143,400       (34.7 )%
        Total Approved Applications      113,200                  143,400       (21.1 )%
        


Constrained Lifetime Value per Approved Application ("CLTV"). We have included CLTV in this report because it is a key measure used by our management to understand and evaluate our core revenue performance and trends, to prepare our annual budget, and to develop short- and long-term operational plans. CLTV is the constrained lifetime value of both the sales and marketing, and member management performance obligations, expected to be recognized over the life of the products, divided by the number of approved applications received during the reporting period. Total CLTV excludes the fulfillment-only applications that represent low margin products where the Company outsourced all sales and marketing obligations and some of its member management services. We believe that excluding these fulfillment-only applications from CLTV provides greater insight into our core operations. The inclusion of CLTV can provide a useful measure for period-to-period comparisons of our business. CLTV has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Prior to the adoption of CLTV, the Company used Constrained Lifetime Value per Submitted Application ("LVSA") as a key metric. While there is little distinction between submitted and approved applications for IFP, approved applications are a more useful metric for management with respect to Medicare products and therefore now uses CLTV as a substitute for LVSA.

The following tables present the Constrained Lifetime Value ("CLTV") per approved application, by product type ($ in thousands):







                                                Three Months Ended March 31,
                                                2020              2019     Change (%)
        Medicare(1)                   $      1,065               $    -           -  %
        Short Term Medical<12 months           352                  354        (0.6 )%
        Short Term Medical ?12 months          832                1,019       (18.4 )%
        Total STM                              746                  843       (11.5 )%
        Health Benefit Plans                   908                  865         5.0  %
        Supplemental                           329                  329           -  %
        


(1) CLTV per approved application for Medicare is presented gross of customer care and enrollment expenses ("CC&E"). Including CC&E, Medicare CLTV per submitted application for the three months ended March 31, 2020 was $893.







        The following tables present expense metrics per approved application, by
        product type ($ in thousands):
                                                                      Three Months Ended March 31,
                                                                                  2020
        Medicare variable marketing cost per approved application(1) $                        672
        Medicare variable CC&E cost per approved application(2)                               305
        Total Medicare cost per approved member                      $                        977
        


(1) Medicare variable marketing cost per approved application includes direct costs incurred in member acquisition for all Medicare products from our direct marketing partners and online advertising channels divided by Medicare approved applications in each period.

(2) Medicare CC&E cost per approved application includes compensation and benefits costs for personnel engaged in assistance to applicants during the enrollment process divided by Medicare approved applications in each period. CC&E costs include amounts netted against revenue for certain Medicare BPO relationships.

EBITDA. We define this metric as net income before interest, income taxes, and depreciation and amortization. We have included EBITDA in this report because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating EBITDA can provide a useful measure for period-to-period comparisons of our business. However, EBITDA does not represent, and should not be considered as, an alternative to net income or cash flows from operations, each as determined in accordance with GAAP. Other companies may calculate EBITDA differently than we do. EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

Adjusted EBITDA. To calculate adjusted EBITDA, we calculate EBITDA, which is then further adjusted for items such as stock-based compensation and related costs, and items that are not part of regular operating activities, including tax receivable adjustments, fair value adjustments to contingent consideration, indemnity and other legal costs, and severance, restructuring, and acquisition costs. Adjusted EBITDA does not represent, and should not be considered as, an alternative to net income or cash flows from operations, each as determined in accordance with GAAP. We have presented adjusted EBITDA because we consider it an important supplemental measure of our performance and believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies. Other companies may calculate adjusted EBITDA differently than we do. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

The following table presents a reconciliation of net income to EBITDA and adjusted EBITDA ($ in thousands):







                                                              Three Months Ended March 31,
                                                                 2020                2019
        Net (loss) income                                 $        (49,815 )     $      2,182
        Interest expense                                             2,094                345
        Depreciation and amortization                                4,345              1,132
        (Benefit) provision for income taxes                        (9,606 )            2,797
        EBITDA                                                     (52,982 )            6,456
        Loss on impairment                                          41,076                  -
        Stock-based compensation and related costs                   2,707              1,861
        Fair value adjustment to contingent consideration            2,881                  -
        Transaction costs                                              129                273
        Indemnity and other legal costs                              7,092                672
        Severance, restructuring and other                              30                  3
        Adjusted EBITDA                                   $            933       $      9,265
        


Adjusted Net Income. To calculate adjusted net income, we calculate net income then add back amortization (but not depreciation), interest, tax expense, items such as stock-based compensation and related costs, and other items that are not part of regular operating activities, including, tax receivable adjustments, fair value adjustments to contingent consideration, indemnity and other legal costs, severance, restructuring, and acquisition costs. From adjusted pre-tax net income, we apply a pro forma tax expense calculated at an assumed rate of 24%, which consists of the maximum federal corporate rate of 21%, with an assumed 3% state tax rate. We have included adjusted net income in this report because it is a key performance measure used by our

management to understand and evaluate our core operating performance and trends and because we believe it is frequently used by analysts, investors, and other interested parties in their evaluation of the Company. Other companies may calculate this measure differently than we do. Adjusted net income has limitations as an analytical tool, and you should not consider it in isolation or substitution for earnings per share as reported under GAAP.

Adjusted Net Income per Share. Adjusted net income per share is computed by dividing adjusted net income by the total number of weighted-average diluted Class A and weighted-average Class B shares of our common stock for each period. We have included adjusted net income per share in this report because it is a key measure used by our management to understand and evaluate our core operating performance and trends and because we believe it is frequently used by analysts, investors, and other interested parties in the evaluation of companies. Other companies may calculate this measure differently than we do. Adjusted net income per share has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for earnings per share as reported under GAAP.

The following table presents a reconciliation of net income to adjusted net income and adjusted net income per share (in thousands, except per share data):







                                                              Three Months Ended March 31,
                                                                 2020                2019
        Net (loss) income                                 $       (49,815 )     $      2,182
        Interest expense                                            2,094                345
        Amortization                                                3,505                335
        (Benefit) provision for income taxes                       (9,606 )            2,797
        Loss on impairment                                         41,076                  -
        Stock-based compensation and related costs                  2,707              1,861
        Fair value adjustment to contingent consideration           2,881                  -
        Transaction costs                                             129                273
        Indemnity and other legal costs                             7,092                672
        Severance, restructuring and other charges                     30                  3
        Adjusted pre-tax income                                        93              8,468
        Pro forma income taxes                                        (22 )           (2,032 )
        Adjusted net income                               $            71       $      6,436
        . . .
        


May 11, 2020

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