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SEC Comment Letter for eHealth, Inc. (EHTH) (CIK 0001333493) (EHTH) — Oct 16, 2006

eHealth, Inc. (EHTH) (CIK 0001333493)
Date: Oct. 16, 2006 · CIK: 0001333493 · Accession: 0000000000-06-049853

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Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-133526

Date
June 12, 2006
Author
Not clearly detected
Form
UPLOAD
Company
eHealth, Inc. (EHTH) (CIK 0001333493)

Letter

Mail Stop 6010 June 12, 2006 Gary L. Lauer Chief Executive Officer eHealth, Inc. 440 East Middlefield Road Mountain View, California 94043

Re: eHealth, Inc. Registration Statement on Form S-1, Amendment 1 Filed May 31, 2006 File No. 333-133526

Dear Mr. Lauer:

We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

FORM S-1

Prospectus Summary, page 1

1. We note you added to your Summary the “Risk Factors” paragraph pursuant to comment 5. We reissue the comment in pa rt because it does not appear you have disclosed the fact that you have never had a profitable year, your accumulated deficit, or the hurdles you must overcome to achieve each of the strategy objectives you list. Please revise.

Gary L. Lauer eHealth, Inc. June 12, 2006 Page 2 2. We note your response to comment 6, and we reissue the comment. Please either (a) cite a source for your st atement that you are “the leading online source of health insurance for individuals, families and small businesses” or (b) disclose the facts that you believe make you the leader, along with the sources for those facts.

Market Opportunity, page 1

3. We note your response to comment 7. Si nce the $658 billion figure you include in your document represents more than the markets in which you operate, please delete the figure from your filing.

Risk Factors

Our business may be harmed if we lo se our relationships . . . , page 8

4. We note your response and revisions pursu ant to comment 9. Please state the scheduled duration of your agreements with Golden Rule Insurance Company and Blue Cross of California and Unicare. We will not grant confidential treatment for this information, as it is material to investors.

System failures or capacity constraints could harm our business . . . , page 10

5. We note the revisions purs uant to comment 10, and we reissue the comment in part. Please disclose the amount of your insurance coverage. Also, since you do not carry earthquake insuran ce, disclose the approximate value of your property so investors can know how much of a loss you are vulnerable to.

Future litigation against us could be co stly and time-consuming to defend, page 16

6. We note the revisions pursua nt to comment 16, and we reissue the comment. The comment still appears to describe a risk th at all companies face. If you keep it in your document, please revise it so it is spec ific to your situati on. For example, if you have been subject to labor and contra ct litigation in the past, discuss the specific facts of the litigation and how it actually harmed your business.

Our ability to attract and retain personne l is critical to our success, page 16

7. We note the revisions purs uant to comment 17. You give the “example” of your CEO, CFO and Chief Technology Officer bein g vested in more than 75% of their total outstanding stock options. Since you disclose that the loss of any of your executive officers or key employees woul d harm your business, please ensure you have identified all of the senior ma nagement and key employees who “have become, or will soon become, substantia lly vested in their stock options.”

Gary L. Lauer eHealth, Inc. June 12, 2006 Page 3 Liquidity and Capital Resources, page 48

8. Your revised operating activ ities disclosure in response to prior comment 25 appears to focus on changes in working cap ital. Please expand your disclosure to address any material changes in the unde rlying drivers of cash flows, e.g. cash receipts and cash payments. Please refer to Section IV.B.1 of Financial Reporting Release No. FR-72

Business

Carrier Relationships, page 57

9. We note the additional text in this s ection, which we presume was added in response to comment 9. We reissue th e comment because you only discuss your “typical” arrangements with insurance carrier s. Please discuss the material terms, duration, and termination pr ovisions of your specific agreements with Golden Rule Insurance Company and Blue Cross of California and Unicare.

Principal Stockholders, page 79

10. We note your response to comment 26, and we reissue the comment. If known, please identity the natural persons who beneficially own the shares held by QuestMark Partners.

Consolidated Financial Statements

Consolidated Statements of Operati ons and Comprehensive Loss, page F-4

11. We are considering your responses to pr ior comments 27 and 30. Please tell us how you reached your conclusion that paym ents related to health insurance policies sold to members who were referred to your website by marketing partners should be classified as cost of revenues. Please explain to us the details of the revenue sharing arrangements and why it is appropriate to classify these payments as an expense. As previously requeste d, please cite the applicable authoritative literature that supports your accounting for this arrangement.

Notes to Consolidated Financial Statements

Note 10 – Net Loss Per Share, page F-26

12. Refer to your response to prior comment 33. Please tell us how your computation and presentation of net loss per share co mplies with paragraph 61 of SFAS 128. Include in your response a schedule that shows how you computed the net income (loss) per share data for the Class A common stock.

Gary L. Lauer eHealth, Inc. June 12, 2006 Page 4

* * *

As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.

You may contact Todd Sherman at (202) 551-3665 or Donald Abbott at (202) 551-3608 if you have questions regarding comm ents on the financial statements and related matters. Please c ontact Greg Belliston at (202) 551-3861 or me at (202) 551-3715 with any other questions.

S i n c e r e l y ,

J e f f r e y R i e d l e r A s s i s t a n t D i r e c t o r

cc: Robert V. Gunderson, Jr., Esq. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 155 Constitution Drive Menlo Park, California 94025

Show Raw Text
Mail Stop 6010

        June 12, 2006

Gary L. Lauer
Chief Executive Officer
eHealth, Inc.
440 East Middlefield Road
Mountain View, California 94043

 Re: eHealth, Inc.
  Registration Statement on Form S-1, Amendment 1
  Filed May 31, 2006
  File No. 333-133526

Dear Mr. Lauer:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM S-1

Prospectus Summary, page 1

1. We note you added to your Summary the “Risk Factors” paragraph pursuant to comment 5.  We reissue the comment in pa rt because it does not appear you have
disclosed the fact that you have never had a profitable year, your accumulated deficit, or the hurdles you must overcome to achieve each of the strategy objectives you list.  Please revise.

Gary L. Lauer
eHealth, Inc. June 12, 2006 Page 2
2. We note your response to comment 6, and we  reissue the comment.  Please either
(a) cite a source for your st atement that you are “the leading online source of
health insurance for individuals, families and small businesses” or (b) disclose the
facts that you believe make you the leader, along with the sources for those facts.

Market Opportunity, page 1

3. We note your response to comment 7.  Si nce the $658 billion figure you include
in your document represents more than the markets in which you operate, please
delete the figure from your filing.

Risk Factors

Our business may be harmed if we lo se our relationships . . . , page 8

4. We note your response and revisions pursu ant to comment 9.  Please state the
scheduled duration of your agreements with Golden Rule Insurance Company and Blue Cross of California and Unicare.  We will not grant confidential treatment for this information, as it is material to investors.

System failures or capacity constraints could harm our business . . . , page 10

5. We note the revisions purs uant to comment 10, and we reissue the comment in
part.  Please disclose the amount of your  insurance coverage.  Also, since you do
not carry earthquake insuran ce, disclose the approximate value of your property
so investors can know how much of a loss you are vulnerable to.

Future litigation against us could be co stly and time-consuming to defend, page 16

6. We note the revisions pursua nt to comment 16, and we reissue the comment.  The
comment still appears to describe a risk th at all companies face.  If you keep it in
your document, please revise it so it is spec ific to your situati on.  For example, if
you have been subject to labor and contra ct litigation in the past, discuss the
specific facts of the litigation and how it actually harmed your business.

Our ability to attract and retain personne l is critical to our success, page 16

7. We note the revisions purs uant to comment 17.  You give the “example” of your
CEO, CFO and Chief Technology Officer bein g vested in more than 75% of their
total outstanding stock options.  Since you disclose that the loss of any of your
executive officers or key employees woul d harm your business, please ensure you
have identified all of the senior ma nagement and key employees who “have
become, or will soon become, substantia lly vested in their stock options.”

Gary L. Lauer
eHealth, Inc. June 12, 2006 Page 3
Liquidity and Capital Resources, page 48

8. Your revised operating activ ities disclosure in response to prior comment 25
appears to focus on changes in working cap ital.  Please expand your disclosure to
address any material changes in the unde rlying drivers of cash flows, e.g. cash
receipts and cash payments.  Please refer to Section IV.B.1 of Financial Reporting Release No. FR-72

Business

Carrier Relationships, page 57

9. We note the additional text in this s ection, which we presume was added in
response to comment 9.  We reissue th e comment because you only discuss your
“typical” arrangements with insurance carrier s.  Please discuss the material terms,
duration, and termination pr ovisions of your specific agreements with Golden
Rule Insurance Company and Blue Cross of California and Unicare.

Principal Stockholders, page 79

10. We note your response to comment 26, and we reissue the comment.  If known,
please identity the natural persons who beneficially own the shares held by
QuestMark Partners.

Consolidated Financial Statements

Consolidated Statements of Operati ons and Comprehensive Loss, page F-4

11. We are considering your responses to pr ior comments 27 and 30.  Please tell us
how you reached your conclusion that paym ents related to health insurance
policies sold to members who were referred to your website by marketing partners
should be classified as cost  of revenues.  Please explain to us the details of the
revenue sharing arrangements and why it is appropriate to classify these payments
as an expense.  As previously requeste d, please cite the applicable authoritative
literature that supports your accounting for this arrangement.

Notes to Consolidated Financial Statements

Note 10 – Net Loss Per Share, page F-26

12. Refer to your response to prior comment 33.  Please tell us how your computation
and presentation of net loss per share co mplies with paragraph 61 of SFAS 128.
Include in your response a schedule that  shows how you computed the net income
(loss) per share data for the Class A common stock.

Gary L. Lauer
eHealth, Inc. June 12, 2006 Page 4

* * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 You may contact Todd Sherman at (202)  551-3665 or Donald  Abbott at (202)
551-3608 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Greg Belliston at (202) 551-3861 or me at (202) 551-3715
with any other questions.

        S i n c e r e l y ,

        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r

cc: Robert V. Gunderson, Jr., Esq.
 Gunderson Dettmer Stough Villeneuve  Franklin & Hachigian, LLP
 155 Constitution Drive
 Menlo Park, California 94025