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HBDT.OB > SEC Filings for HBDT.OB > Form 10-Q on 14-Aug-2009All Recent SEC Filings

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Form 10-Q for HEALTH BENEFITS DIRECT CORP


14-Aug-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
The current operations of Health Benefits Direct Corporation (the "Company", "we", "us" or "our") consist of InsPro Technologies LLC and Insurint Corporation.
InsPro Technologies is a provider of comprehensive, web-based insurance administration software applications. InsPro Technologies' flagship software product is InsPro, which was introduced in 2004. InsPro Technologies' clients include insurance carriers and third party administrators. InsPro Technologies realizes revenue from the sale of software licenses, application service provider fees, software maintenance fees and consulting and implementation services. We acquired InsPro Technologies on October 1, 2007.
Insurint™ is a proprietary, professional-grade, web-based agent portal that aggregates real-time quotes and underwriting information from multiple highly-rated carriers of health and life insurance and related products. We market Insurint using a Software as a Service (SaaS) model instead of software licensing model, which offers easy web-based distribution and pay-as-you-go pricing. We market primarily to insurance agents, agencies, and other organizations selling health insurance products to families and individuals. Unlike existing health insurance quote engines, Insurint also enables an agent to input responses to a set of questions about the health of proposed insureds to place an insurance policy faster and more accurately. In addition, Insurint offers a suite of sales tools that agents can use to increase their overall sales production.
CRITICAL ACCOUNTING POLICIES
Financial Reporting Release No. 60, which was released by the Securities and Exchange Commission (the "Commission"), encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. The Company's consolidated financial statements include a summary of the significant accounting policies and methods used in the preparation of the consolidated financial statements. Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the consolidated financial statements. Use of Estimates - Management's Discussion and Analysis or Plan of Operation is based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates these estimates, including those related to allowances for doubtful accounts receivable and long-lived assets such as intangible assets. Management bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates in 2009 and 2008 include the allowance for doubtful accounts, stock-based compensation, the useful lives of property and equipment and intangible assets, accrued expenses pertaining to abandoned facilities and revenue recognition. Actual results may differ from these estimates under different assumptions or conditions.

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InsPro Technologies offers InsPro on a licensed and an application service provider ("ASP") basis. An InsPro software license entitles the purchaser a perpetual license to a copy of the InsPro software installed at a single client location, which may be used to drive a production and model office instance of the application. The ASP Hosting Service enables a client to lease the InsPro software, paying only for that capacity required to support their business. ASP clients access an instance of InsPro installed on InsPro Technologies owned servers located at InsPro Technologies' offices or at a third party's site. Software maintenance fees apply to both licensed and ASP clients. Maintenance fees cover periodic updates to the application and the InsPro Help Desk. Consulting and implementation services are generally associated with the implementation of an InsPro instance for either an ASP or licensed client, and cover such activity as InsPro installation, configuration, modification of InsPro functionality, client insurance plan set-up, client insurance document design, and system documentation.
Insurint Corporation offers Insurint™, which is a proprietary, professional-grade, web-based agent portal that aggregates real-time quotes and underwriting information from multiple highly-rated carriers of health and life insurance and related products. Insurint typically charges its clients a one time account set up fee, which is recognized as earned when collected and the service has been provided, and recurring access fees, which are typically monthly in frequency and are recognized as the service is provided. The Company recognizes revenues in accordance with AICPA Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9 (Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions). Revenue from software license agreements is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectibility is probable. The Company considers fees relating to arrangements with payment terms extending beyond one year to not be fixed or determinable and revenue for these arrangements is recognized as payments become due from the customer. In software arrangements that include more than one InsPro module, the Company allocates the total arrangement fee among the modules based on the relative fair value of each of the modules.
License revenue allocated to software products generally is recognized upon delivery of the products or deferred and recognized in future periods to the extent that an arrangement includes one or more elements to be delivered at a future date and for which fair values have not been established. Revenue allocated to maintenance agreements is recognized ratably over the maintenance term and revenue allocated to training and other service elements is recognized as the services are performed.
The unearned portion of InsPro Technologies' and Insurint's revenue, which is revenue collected or billed but not yet recognized as earned, has been included in the consolidated balance sheet as a liability for deferred revenue. Under the criteria set forth in SOP 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" capitalization of software development costs begins upon the establishment of technological feasibility of the software. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors, including, but not limited to, anticipated future gross product revenues, estimated economic life, and changes in software and hardware technology. Capitalized software development costs are amortized utilizing the straight-line method over the estimated economic life of the software not to exceed three years. We regularly review the carrying value of software development assets and a loss is recognized when the unamortized costs are deemed unrecoverable based on the estimated cash flows to be generated from the applicable software.

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We review the carrying value of property and equipment and intangible assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.
Effective January 1, 2006, we adopted the provisions of SFAS No. 123(R), "Share-Based Payment," under the modified prospective method. SFAS No. 123(R) eliminates accounting for share-based compensation transactions using the intrinsic value method prescribed under APB Opinion No. 25, "Accounting for Stock Issued to Employees," and requires instead that such transactions be accounted for using a fair-value-based method. Under the modified prospective method, we are required to recognize compensation cost for share-based payments to employees based on their grant-date fair value from the beginning of the fiscal period in which the recognition provisions are first applied. For periods prior to adoption, the financial statements are unchanged, and the pro forma disclosures previously required by SFAS No. 123, as amended by SFAS No. 148, will continue to be required under SFAS No. 123(R) to the extent those amounts differ from those in the Statement of Operations.

RESULTS OF OPERATIONS FOR THREE MONTHS ENDED JUNE 30, 2009 COMPARED TO THE THREE
MONTHS ENDED JUNE 30, 2008
Revenues
For the three months ended June 30, 2009 ("Second Quarter 2009"), we earned
revenues of $1,535,271 compared to $1,409,467 for the three months ended
June 30, 2008 ("Second Quarter 2008"), an increase of $125,804 or 9%. The
increase in consulting and implementation services is attributable to an
increase in work modification enhancements and data conversion required for
additional clients. The increase in ASP revenue is due to the implementation of
two new ASP agreements. The increase in maintenance fee revenue is due to two
clients with maintenance agreements. Revenues include the following:

                                              For the Three Months Ended June 30,
                                                 2009                     2008
 Consulting and implementation services   $          985,534       $          967,173
 ASP revenue                                         349,469                  293,294
 Maintenance revenue                                 144,500                   99,000
 Insurint technology fees                             46,768                   50,000
 Sub-leasing revenue                                   9,000                        -


 Total                                    $        1,535,271       $        1,409,467

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• Consulting and implementation services are from seven InsPro clients. Implementation services provided to these clients included assisting clients in setting up their insurance products in InsPro, providing modifications to InsPro's functionality to support the client's business, interfacing InsPro with the client's other systems, automation of client correspondence to their customers and data conversion from the client's existing systems to InsPro.

• In Second Quarter 2009 we earned ASP revenue from seven InsPro clients. ASP hosting service enables a client to lease the InsPro software, paying only for that capacity required to support their business. ASP clients access InsPro installed on InsPro Technologies owned servers located at InsPro Technologies' offices or at a third party's site.

• In Second Quarter 2009 we earned maintenance revenues from four clients compared to two clients in Second Quarter 2008.

• In Second Quarter 2009 we earned revenue of $46,768 relating to Insurint technology fees. The Company's Insurint subsidiary provides a proprietary, professional-grade, web based agent portal to support and assist insurance agents in the business of marketing and selling health insurance and related products. Insurint's technology fees commenced in the second quarter of 2008.

• In Second Quarter 2009 we earned Sub-leasing revenue of $9,000 from the sub leasing of space in our Radnor office, which commenced in the first quarter of 2009.

Total Operating Expenses
Our total operating expenses for Second Quarter 2009 was $3,543,394 as compared
to $3,105,362 for Second Quarter 2008 for an increase of $438,032 or 14% as
compared to Second Quarter 2008. The primary reason for the increase in
operating expenses is attributable to an increase in InsPro Technologies'
staffing and technology consultants needed to support additional client
requirements and planned growth. Total operating expenses consisted of the
following:

                                                                       For the Three Months Ended June 30,
                                                                         2009                       2008
Salaries, employee benefits and related taxes                     $        1,820,438         $        1,782,906
Advertising and other marketing                                               37,384                     20,770
Depreciation and amortization                                                287,045                    221,030
Rent, utilities, telephone and communications                                205,847                    157,247
Professional fees                                                            811,066                    573,944
Other general and administrative                                             381,614                    349,465


Total                                                             $        3,543,394         $        3,105,362

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In Second Quarter 2009 we incurred salaries, employee benefits and related taxes of $1,820,438 as compared to $1,782,906 for Second Quarter 2008, an increase of $37,532 or 2%. Salaries, commission and related taxes consisted of the following:

                                                                       For the Three Months Ended June 30,
                                                                         2009                       2008
Salaries, wages and bonuses                                                1,497,163         $        1,079,005
Share based employee and director compensation                                90,315                    506,691
Commissions to employees                                                      17,095                          -
Employee benefits                                                             60,421                     56,528
Payroll taxes                                                                 98,755                     98,853
Severance and other compensation                                              20,191                     13,329
Directors' compensation                                                       36,498                     28,500


Total                                                             $        1,820,438         $        1,782,906

• Salaries, wages and bonuses were $1,497,163 in Second Quarter 2009 as compared to $1,079,005 in Second Quarter 2008, an increase of $418,158 or 39%. The increase is the result of the hiring of additional staff in InsPro Technologies' sales and technology departments and Insurint's sales departments to promote the growth in revenue and to service an expanding client base.

• Share based employee and director compensation expense was $90,315 in Second Quarter 2009 as compared to $506,691 in Second Quarter 2008, a decrease of $416,376 or 82%. The decrease is primarily attributable to expense pertaining to an option grant to Mr. Alvin Clemens, who is the Company's former CEO, in the Second Quarter 2008, and to a lesser extent the vesting of stock grants and options to directors and employees. Share based employee and director compensation consist of stock option and restricted stock grants, which are valued at fair-value at the date of the grant and expensed over the stock option's vesting period or the duration of employment, whichever is shorter.

• Commissions to employees represents commissions paid to InsPro Technologies and Insurint sales personnel.

• Employee benefits expense increased as a result of the hiring of additional staff in InsPro Technologies and Insurint. The Company's employee benefit cost consists of the company paid portion of group medical, dental and life insurance coverage and partial Company matching of employee contributions to a 401(k) plan. The increase was the result of an increase in InsPro Technologies' and Insurint's staffing.

Advertising and other marketing in Second Quarter 2009 was $37,384 as compared to $20,770 in Second Quarter 2008. The increase was due to the use of outside agencies for services rendered in connection with the development of InsPro Technologies' marketing strategy including creating the corporate brand and message and redesign of all sales and marketing material, company web site, brochures and sales presentation.

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Depreciation and amortization expense consisted of the following:

                                                                      For the Three Months Ended June 30,
                                                                        2009                      2008
Amortization of intangibles acquired as a result of the
InsPro acquisition                                                $         117,019         $         117,021
Amortization of software and website development for
external marketing                                                           21,787                         -
Amortization of software and website development for
internal use                                                                 67,042                    50,232
Depreciation expense                                                         81,197                    53,777


Total                                                             $         287,045         $         221,030

• In Second Quarter 2009 we incurred amortization expense of $117,019 for the intangible assets acquired from InsPro Technologies on October 1, 2007. Intangible assets acquired from InsPro Technologies were assigned the following values:

• value of client contracts and relationships other than license with an assigned value of $1,089,223 amortized straight line over five years

• value of purchased software for sale and licensing value with an assigned value of $644,449 amortized straight line over five years

• employment and non-compete agreements acquired with an assigned value of $364,000 amortized straight line over three years.

• In Second Quarter 2009 we incurred amortization expense of $21,787 for software development cost for external marketing pertaining to InsPro Technologies' InsPro system.

• In Second Quarter 2009 we incurred amortization expense of $67,042 as compared to $50,232 in Second Quarter 2008 for software and website development for internal use pertaining to Insurint.

• In Second Quarter 2009 we incurred depreciation expense of $81,197 as compared to $53,777 in Second Quarter 2008. The decrease was due to the impairment of assets on discontinued operations.

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In Second Quarter 2009 we incurred rent, utilities, telephone and communications expense of $205,848 as compared to $157,247 in Second Quarter 2008, an increase of $48,600 or 31%. Rent, utilities, telephone and communications expenses consisted of the following:

                                            For the Three Months Ended June 30,
                                               2009                    2008
   Rent, utilities and other occupancy   $         165,237       $         124,976
   Telephone and communications                     40,611                  32,271


   Total                                 $         205,848       $         157,247

• In Second Quarter 2009 we had an increase in rent, utilities and other occupancy due to the leasing of additional space to accommodate the increase in staffing in InsPro Technologies' Eddystone office.

In Second Quarter 2009 we incurred professional fees of $811,066 as compared to $573,944 in Second Quarter 2008, an increase of $237,122 or 41%. Professional fees consisted of the following:

                                      For the Three Months Ended June 30,
                                         2009                    2008
         Accounting and auditing   $          64,110       $          64,237
         Legal                               196,069                 114,931
         Technology                          494,507                 273,924
         All other                            56,379                 120,852


                                   $         811,065       $         573,944

• In Second Quarter 2009 we had an increase in legal fees as compared to Second Quarter 2008, which was primarily due to increased external legal support in general corporate matters

• In Second Quarter 2009 we had an increase in technology fees as compared to Second Quarter 2008, which was attributable to an increase in technology consultants needed to support additional InsPro client requirements.

• All other consulting consists of recruiting, investor relations and general management consulting expense, which decreased as a result of expense reduction actions in all three areas.

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In Second Quarter 2009 we incurred other general and administrative expenses of $381,614 as compared to $349,464 in Second Quarter 2008, an increase of $32,150 or 9%. Other general and administrative expenses consisted of the following:

                                                                      For the Three Months Ended June 30,
                                                                        2009                      2008
Office expenses                                                   $         103,352         $          93,986
Travel and entertainment                                                     33,151                    68,861
Insurance                                                                    22,799                    21,367
Computer processing, hardware and software                                  161,442                   117,225
Other                                                                        60,870                    48,025


Total                                                             $         381,614         $         349,464

• In Second Quarter 2009 office expense increased compared to Second Quarter 2008 due to costs associated with additional leased space at InsPro Technologies' Eddystone office.

• We incur travel and entertainment expense in connection with marketing, sales and implementation of InsPro at client locations.

• We incur computer processing fees associated with ASP hosting services. InsPro Technologies has a hosting services contract with a third party, which can be terminated with notice and payment of a termination fee. This third party provides InsPro Technologies with hosting services for our client's ASP production and test environments. In Second Quarter 2009 computer processing fees increased compared to Second Quarter 2008 due to the implementation of two additional ASP hosting agreements.

Loss from operations
As a result of the aforementioned factors, we reported a loss from operations of $2,008,123 or $0.05 loss from operations per share in Second Quarter 2009 as compared to a loss from operations of $1,695,895 or $0.04 loss per share in Second Quarter 2008.

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Gain (loss) on discontinued operations
Results from discontinued operations were as follows:

                                                                       For the Three Months Ended June 30,
                                                                         2009                       2008
Revenues:
Commission and other revenue from carriers                        $           369,189         $       4,841,258
Gain recognized upon the execution of the Agreement                                 -                         -
Transition policy commission pursuant to the Agreement                        552,517                         -
Lead sale revenue                                                                  51                   103,176
Sub-lease revenue                                                             323,578                    40,535


                                                                            1,245,335                 4,984,969


Operating expenses:
Salaries, commission and related taxes                                        122,807                 2,395,808
Lead, advertising and other marketing                                           5,223                 1,049,995
Depreciation and amortization                                                       -                   386,684
Rent, utilities, telephone and communications                               2,438,615                   532,444
Professional fees                                                             109,484                    94,437
Loss on impairment of property and equipment                                        -                         -
Loss on impairment of intangible assets                                             -                         -
Other general and administrative                                              137,742                   182,787
(Gain) on disposal of property and equipment                                   (8,665 )                       -


                                                                            2,805,206                 4,642,155


Gain (loss) from discontinued operations                          $        (1,559,871 )       $         342,814

During the first quarter of 2009, the Company ceased the direct marketing and sale of health and life insurance and related products to individuals and families in its Telesales call center. The Company also determined to discontinue selling health and life insurance and related products to individuals and families through its non employee ISG agents. During the first quarter of 2009 the Company's Telesales business segment eliminated 43 positions including all of its licensed employee sales agents along with other Telesales service and support personnel and eliminated another 20 positions in Telesales through attrition.
On February 20, 2009 (the "Closing Date"), the Company entered into and completed the sale of the Company's Telesales call center produced agency business (the "Agency Business") to eHealth, an unaffiliated third party, . . .

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