Cover
Cover - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 | Mar. 08, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 31, 2020 | |
Document Information [Line Items] | |||||
Document Type | 10-K | ||||
Document Annual Report | true | ||||
Document Period End Date | Dec. 31, 2022 | ||||
Current Fiscal Year End Date | --12-31 | ||||
Document Transition Report | false | ||||
Entity File Number | 001-39390 | ||||
Entity Registrant Name | GoHealth, Inc. | ||||
Entity Incorporation, State or Country Code | DE | ||||
Entity Tax Identification Number | 85-0563805 | ||||
Entity Address, Address Line One | 214 West Huron St. | ||||
Entity Address, City or Town | Chicago, | ||||
Entity Address, State or Province | IL | ||||
Entity Address, Postal Zip Code | 60654 | ||||
City Area Code | 312 | ||||
Local Phone Number | 386-8200 | ||||
Title of 12(b) Security | Class A Common Stock,$0.0001 par value per share | ||||
Trading Symbol | GOCO | ||||
Security Exchange Name | NASDAQ | ||||
Entity Well-known Seasoned Issuer | No | ||||
Entity Voluntary Filers | No | ||||
Entity Current Reporting Status | Yes | ||||
Entity Interactive Data Current | Yes | ||||
Entity Filer Category | Non-accelerated Filer | ||||
Entity Small Business | true | ||||
Entity Emerging Growth Company | false | ||||
ICFR Auditor Attestation Flag | false | ||||
Entity Shell Company | false | ||||
Entity Public Float | $ 48.9 | ||||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. | ||||
Amendment Flag | false | ||||
Document Fiscal Year Focus | 2022 | ||||
Document Fiscal Period Focus | FY | ||||
Entity Central Index Key | 0001808220 | ||||
Class A Common Stock | |||||
Document Information [Line Items] | |||||
Entity Common Stock, Shares Outstanding | 8,982,096 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class B common stock | |||||
Document Information [Line Items] | |||||
Entity Common Stock, Shares Outstanding | 13,053,374 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Chicago, Illinois |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Net revenues | $ 631,675,000 | $ 1,062,415,000 | $ 877,350,000 | |
Operating expenses: | ||||
Cost of revenue | 187,670,000 | 239,335,000 | 199,202,000 | |
Marketing and advertising expense | 207,559,000 | 365,141,000 | 206,864,000 | |
Customer care and enrollment | 260,902,000 | 319,103,000 | 165,497,000 | |
Technology expense | 46,094,000 | 48,429,000 | 59,348,000 | |
General and administrative | 116,530,000 | 98,183,000 | 197,229,000 | |
Amortization of intangible assets | 94,057,000 | 94,056,000 | 94,056,000 | |
Operating lease impairment charges | 25,345,000 | 1,062,000 | 0 | |
Restructuring and other related charges | 12,184,000 | 0 | 0 | |
Goodwill impairment charges | 0 | 386,553,000 | 0 | |
Change in fair value of contingent consideration liability | 0 | 0 | 19,700,000 | |
Total operating expenses | 950,341,000 | 1,551,862,000 | 941,896,000 | |
Income (loss) from operations | (318,666,000) | (489,447,000) | (64,546,000) | |
Interest expense | 57,069,000 | 33,505,000 | 32,969,000 | |
Loss on extinguishment of debt | 0 | 11,935,000 | 0 | |
Other (income) expense, net | (115,000) | (669,000) | (358,000) | |
Income (loss) before income taxes | (375,620,000) | (534,218,000) | (97,157,000) | |
Income tax expense (benefit) | 764,000 | (24,000) | 43,000 | |
Net income (loss) | (376,384,000) | (534,194,000) | (97,200,000) | |
Net income (loss) attributable to noncontrolling interests | (227,678,000) | (344,837,000) | (52,933,000) | |
Net income (loss) attributable to GoHealth, Inc. | $ (148,706,000) | $ (189,357,000) | $ (44,267,000) | |
Net loss per share (Note 8): | ||||
Net loss per share of Class A common stock—basic (in dollars per share) | [1] | $ (17.72) | $ (26.80) | $ (3.35) |
Net loss per share of Class A common stock—diluted (in dollars per share) | [1] | $ (17.72) | $ (26.80) | $ (3.35) |
Weighted-average shares of Class A common stock outstanding—basic (in shares) | 8,445 | 7,066 | 5,612 | |
Weighted-average shares of Class A common stock outstanding—diluted (in shares) | 8,445 | 7,066 | 5,612 | |
Commission | ||||
Net revenues | $ 341,467,000 | $ 881,263,000 | $ 671,140,000 | |
Enterprise | ||||
Net revenues | $ 290,208,000 | $ 181,152,000 | $ 206,210,000 | |
[1]Net loss per share of Class A common stock—basic and diluted for the twelve months ended December 31, 2020, is based on the post-IPO net loss from July 17, 2020 to December 31, 2020. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (376,384) | $ (534,194) | $ (97,200) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (238) | (155) | 66 |
Comprehensive income (loss) | (376,622) | (534,349) | (97,134) |
Comprehensive income (loss) attributable to noncontrolling interests | (227,831) | (344,916) | (52,884) |
Comprehensive income (loss) attributable to GoHealth, Inc. | $ (148,791) | $ (189,433) | $ (44,250) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 16,464 | $ 84,361 |
Accounts receivable, net of allowance for doubtful accounts of $89 in 2022 and $558 in 2021 | 4,703 | 17,276 |
Commissions receivable - current | 335,796 | 268,663 |
Prepaid expense and other current assets | 57,593 | 58,695 |
Total current assets | 414,556 | 428,995 |
Commissions receivable - non-current | 695,637 | 993,844 |
Operating lease ROU asset | 21,483 | 23,462 |
Other long-term assets | 1,721 | 3,608 |
Property, equipment, and capitalized software, net | 25,282 | 24,273 |
Intangible assets, net | 500,611 | 594,669 |
Total assets | 1,659,290 | 2,068,851 |
Current liabilities: | ||
Accounts payable | 15,148 | 39,843 |
Accrued liabilities | 53,334 | 52,788 |
Commissions payable - current | 122,023 | 104,160 |
Short-term operating lease liability | 8,974 | 6,126 |
Deferred revenue | 50,594 | 536 |
Current portion of long-term debt | 5,270 | 5,270 |
Other current liabilities | 10,112 | 8,344 |
Total current liabilities | 265,455 | 217,067 |
Non-current liabilities: | ||
Commissions payable - non-current | 253,118 | 274,403 |
Long-term operating lease liability | 38,367 | 19,776 |
Long-term debt, net of current portion | 504,810 | 665,115 |
Other non-current liabilities | 5,839 | 0 |
Total non-current liabilities | 802,134 | 959,294 |
Commitments and Contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Additional paid-in capital | 626,269 | 561,477 |
Accumulated other comprehensive income (loss) | (144) | (59) |
Accumulated deficit | (357,023) | (208,317) |
Total stockholders’ equity attributable to GoHealth, Inc. | 268,759 | 353,103 |
Non-controlling interests | 273,640 | 539,387 |
Total stockholders’ equity | 542,399 | 892,490 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | 1,659,290 | 2,068,851 |
Series A Preferred Stock | ||
Non-current liabilities: | ||
Convertible preferred stock | 49,302 | 0 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 1 | 1 |
Treasury stock – at cost; 13 shares of Class A common stock at December 31, 2022 | (345) | 0 |
Class B common stock | ||
Stockholders’ equity: | ||
Common stock | 1 | 1 |
Series A-1 Convertible Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 89 | $ 558 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series A Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 50,000 | 50,000 |
Convertible preferred stock, shares outstanding (in shares) | 50,000 | 0 |
Convertible preferred stock, shares issued (in shares) | 50,000 | 0 |
Convertible preferred stock, liquidation preference | $ 50,900 | |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,100,000,000 | 1,100,000,000 |
Common stock, shares issued (in shares) | 8,963,000 | 7,699,000 |
Common stock, shares outstanding (in shares) | 8,950,000 | 7,699,000 |
Treasury stock (in shares) | 13,000 | |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 616,259,000 | 587,360,000 |
Common stock, shares issued (in shares) | 13,054,000 | 13,690,000 |
Common stock, shares outstanding (in shares) | 13,054,000 | 13,690,000 |
Series A-1 Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' / Members' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative effect, period of adoption, adjustment | Class A Common Stock | Class B Common Stock | Members’ Equity | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Treasury Stock Class A Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Deficit Cumulative effect, period of adoption, adjustment | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interests | Non-Controlling Interests Cumulative effect, period of adoption, adjustment |
Beginning balance at Dec. 31, 2019 | $ 860,144 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | (97,200) | |||||||||||||
Foreign currency translation adjustment | 66 | |||||||||||||
Dividends accrued on Series A redeemable convertible preferred stock | 0 | |||||||||||||
Issuance of Senior Preferred Earnout units | $ 100,000 | |||||||||||||
Issuance of Common Earnout Units | 100,000 | |||||||||||||
Issuance of common units | 10,000 | |||||||||||||
Net loss prior to the Transactions | (25,465) | (25,465) | ||||||||||||
Share-based compensation expense prior to the Transactions | 1,182 | |||||||||||||
Foreign currency translation adjustment prior to the Transactions | (59) | |||||||||||||
Effect of the Transactions | 1,045,803 | $ (1,045,802) | $ 2 | $ (524,947) | $ 1,570,748 | |||||||||
Effect of the Transactions (in shares) | 20,532 | |||||||||||||
Issuance of common stock sold in IPO, net of offering costs (in shares) | 2,900 | |||||||||||||
Issuance of common stock sold in IPO, net of offering costs | 852,407 | $ 1 | 852,406 | |||||||||||
Effect of the Blocker Merger (in shares) | 2,712 | (3,034) | ||||||||||||
Effect of the Blocker Merger | (96,166) | $ 0 | $ (1) | (96,165) | ||||||||||
Effect of purchase/redemption of LLC Interests and other (in shares) | (1,699) | |||||||||||||
Effect of purchase of LLC Interests/Acquisition of non-controlling interests | (508,320) | $ 0 | (508,320) | |||||||||||
Settlement of Senior Preferred Earnout Units | (100,000) | (100,000) | ||||||||||||
Assumption of contingent consideration liability by significant shareholder | 62,400 | 62,400 | ||||||||||||
Share-based compensation expense upon vesting of performance-based profit units | 209,300 | 209,300 | ||||||||||||
Issuance of Class A common shares upon vesting of restricted stock units (in shares) | 1 | |||||||||||||
Net loss subsequent to the Transactions | (71,735) | $ (18,802) | (52,933) | |||||||||||
Share-based compensation expense subsequent to the Transactions | 5,750 | 9,290 | (3,540) | |||||||||||
Partner distributions and other | (351) | 49 | (400) | |||||||||||
Foreign currency translation adjustment subsequent to the Transactions | 66 | $ 17 | 48 | |||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 5,613 | 15,800 | ||||||||||||
Ending balance at Dec. 31, 2020 | 1,399,155 | $ 1 | $ 1 | 399,199 | (18,802) | 17 | 1,018,739 | |||||||
Ending balance (Cumulative impact of Topic 842) at Dec. 31, 2020 | $ (63) | $ (17) | $ (46) | |||||||||||
Ending balance (Cumulative impact of Topic 326) at Dec. 31, 2020 | $ (539) | $ (141) | $ (398) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | (534,194) | (189,357) | (344,837) | |||||||||||
Issuance of Class A common shares related to share-based compensation plans (in shares) | 17 | |||||||||||||
Issuance of Class A common shares related to share-based compensation plans | 989 | 989 | ||||||||||||
Share-based compensation expense | 27,297 | 27,297 | ||||||||||||
Foreign currency translation adjustment | (155) | (76) | (79) | |||||||||||
Dividends accrued on Series A redeemable convertible preferred stock | 0 | |||||||||||||
Forfeitures of Time-Vesting Units (in shares) | (41) | |||||||||||||
Net loss prior to the Transactions | 0 | |||||||||||||
Effect of purchase/redemption of LLC Interests and other (in shares) | 2,069 | (2,069) | ||||||||||||
Effect of purchase of LLC Interests/Acquisition of non-controlling interests | 0 | $ 0 | $ 0 | 133,992 | (133,992) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 7,699 | 13,690 | 7,699 | 13,690 | ||||||||||
Ending balance at Dec. 31, 2021 | 892,490 | $ 1 | $ 1 | $ 0 | 561,477 | (208,317) | (59) | 539,387 | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | (376,384) | (148,706) | (227,678) | |||||||||||
Issuance of Class A common shares related to share-based compensation plans (in shares) | 675 | |||||||||||||
Issuance of Class A common shares related to share-based compensation plans | 677 | $ 0 | 677 | |||||||||||
Share-based compensation expense | 27,142 | 27,142 | ||||||||||||
Foreign currency translation adjustment | (238) | (85) | (153) | |||||||||||
Repurchase of shares to satisfy employee tax withholding obligations (in shares) | (13) | |||||||||||||
Repurchase of shares to satisfy employee tax withholding obligations | (345) | $ (345) | ||||||||||||
Dividends accrued on Series A redeemable convertible preferred stock | (943) | (943) | ||||||||||||
Forfeitures of Time-Vesting Units (in shares) | (47) | |||||||||||||
Net loss prior to the Transactions | 0 | |||||||||||||
Effect of purchase/redemption of LLC Interests and other (in shares) | 589 | (589) | ||||||||||||
Effect of purchase of LLC Interests/Acquisition of non-controlling interests | 0 | $ 0 | $ 0 | 37,916 | (37,916) | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | 8,950 | 13,054 | 8,963 | 13,054 | ||||||||||
Ending balance at Dec. 31, 2022 | $ 542,399 | $ 1 | $ 1 | $ (345) | $ 626,269 | $ (357,023) | $ (144) | $ 273,640 | ||||||
Ending balance (in shares) at Dec. 31, 2022 | (13) | (13) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net income (loss) | $ (376,384,000) | $ (534,194,000) | $ (97,200,000) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Share-based compensation | 27,142,000 | 27,297,000 | 216,229,000 |
Depreciation and amortization | 12,945,000 | 13,451,000 | 4,496,000 |
Amortization of intangible assets | 94,057,000 | 94,056,000 | 94,056,000 |
Amortization of debt discount and issuance costs | 2,896,000 | 2,222,000 | 2,430,000 |
Loss on extinguishment of debt | 0 | 11,935,000 | 0 |
Operating lease impairment charges | 25,345,000 | 1,062,000 | 0 |
Change in fair value of contingent consideration | 0 | 0 | 19,700,000 |
Goodwill impairment charges | 0 | 386,553,000 | 0 |
Non-cash restructuring charges | 976,000 | 0 | 0 |
Non-cash lease expense | 4,017,000 | 5,033,000 | 0 |
Other non-cash items, net | (250,000) | (5,000) | (1,691,000) |
Other non-cash items, net | |||
Accounts receivable | 12,574,000 | (2,758,000) | 4,526,000 |
Commissions receivable | 231,274,000 | (452,950,000) | (427,467,000) |
Prepaid expenses and other assets | 2,140,000 | (18,613,000) | (30,194,000) |
Accounts payable | (24,795,000) | 30,477,000 | (5,340,000) |
Accrued liabilities | 546,000 | 25,745,000 | 4,358,000 |
Deferred revenue | 50,058,000 | (200,000) | (14,482,000) |
Commissions payable | (3,423,000) | 117,489,000 | 107,583,000 |
Operating lease liabilities | (6,597,000) | (4,885,000) | 0 |
Other liabilities | 8,383,000 | (721,000) | 8,779,000 |
Net cash provided by (used in) operating activities | 60,904,000 | (299,006,000) | (114,217,000) |
Investing Activities | |||
Purchases of property, equipment and software | (13,512,000) | (19,801,000) | (14,523,000) |
Net cash (used in) provided by investing activities | (13,512,000) | (19,801,000) | (14,523,000) |
Financing Activities | |||
Repayment of borrowings | (160,270,000) | (298,970,000) | (3,878,000) |
Proceeds from stock option exercises | 5,000 | 0 | 0 |
Proceeds from sale of Series A redeemable convertible preferred stock | 50,000,000 | 0 | 0 |
Issuance cost payments from issuance of Series A redeemable convertible preferred stock | (1,641,000) | 0 | 0 |
Debt issuance cost payments | (2,697,000) | (4,108,000) | (6,293,000) |
Repurchase of shares to satisfy employee tax withholding obligations | (345,000) | 0 | 0 |
Principal payments under capital lease obligations | (103,000) | (318,000) | (293,000) |
Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs | 0 | 0 | 852,407,000 |
Payment of partial consideration to Blocker Shareholders in the Blocker Merger | 0 | 0 | (96,165,000) |
Purchase of LLC Interests from Continuing Equity Owners | 0 | 0 | (508,320,000) |
Settlement of Senior Preferred Earnout Units | 0 | 0 | (100,000,000) |
Proceeds received upon issuance of common units | 0 | 0 | 10,000,000 |
Proceeds from borrowings | 0 | 565,000,000 | 117,000,000 |
Call premium paid for debt extinguishment | 0 | (5,910,000) | 0 |
Distributions to non-controlling interests | 0 | 0 | (400,000) |
Advancement to NVX Holdings, Inc. | 0 | 3,395,000 | (3,395,000) |
Net cash (used in) provided by financing activities | (115,051,000) | 259,089,000 | 260,663,000 |
Effect of exchange rate changes on cash and cash equivalents | (238,000) | (155,000) | 35,000 |
Increase (decrease) in cash and cash equivalents | (67,897,000) | (59,873,000) | 131,958,000 |
Cash and cash equivalents at beginning of period | 84,361,000 | 144,234,000 | 12,276,000 |
Cash and cash equivalents at end of period | 16,464,000 | 84,361,000 | 144,234,000 |
Supplemental Disclosure of Cash Flow Information | |||
Interest paid | 56,920,000 | 28,244,000 | 32,671,000 |
Income taxes paid | 486,000 | 879,000 | 286,000 |
Non-cash investing and financing activities: | |||
Net issuance of Class A and Class B common stock in connection with the Transactions | 0 | 0 | 30,000 |
Settlement of contingent consideration liability | 0 | 0 | 62,400,000 |
Senior preferred earnout stock | |||
Non-cash investing and financing activities: | |||
Issuance of equity to settle contingent consideration liability | 0 | 0 | 100,000,000 |
Common earnout stock | |||
Non-cash investing and financing activities: | |||
Issuance of equity to settle contingent consideration liability | $ 0 | $ 0 | $ 100,000,000 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Significant Accounting Policies | DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business GoHealth, Inc. (the “Company”) is a leading health insurance marketplace and Medicare-focused digital health company whose mission is to improve healthcare in America. The Company works with insurance health plan partners to provide solutions to efficiently enroll individuals in health insurance plans. The Company’s proprietary technology platform leverages modern machine-learning algorithms powered by two decades of insurance purchasing behavior to reimagine the optimal process for helping individuals find the best health insurance plan for their specific needs. The Company’s differentiated combination of a vertically integrated consumer acquisition platform and highly skilled and trained agents has enabled the Company to enroll millions of people in Medicare and individual and family plans since inception. Certain of the Company’s operations do business as GoHealth, LLC (“GoHealth”), a controlled subsidiary of the Company that was founded in 2008. The Company was incorporated in Delaware on March 27, 2020 for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of GoHealth Holdings, LLC, a Delaware limited liability company, and its controlled subsidiaries (collectively, "GHH, LLC"). On July 17, 2020, the Company completed an initial public offering of 2,900,000 shares of its Class A common stock at a public offering price of $315.00 per share (“the IPO”), receiving approximately $852.4 million in net proceeds, after deducting the underwriting discount and offering expenses. Pursuant to a reorganization into a holding company structure, the Company is a holding company and its principal asset is a controlling equity interest in GHH, LLC. As the sole managing member of GHH, LLC, the Company operates and controls all of the business and affairs of GHH, LLC, and through GHH, LLC and its subsidiaries, conducts its business. Basis of Presentation and Significant Accounting Policies In connection with the Company’s IPO, the Company completed a series of organizational transactions (the “Transactions”). The Transactions included: • The amendment and restatement of the existing limited liability company agreement of GHH, LLC to, among other things, (1) recapitalize all existing ownership interests in GHH, LLC (including profits units awarded under the existing limited liability company agreement of GHH, LLC) and (2) appoint the Company as the sole managing member of GHH, LLC upon its acquisition of LLC Interests in connection with the IPO; • the amendment and restatement of the Company’s certificate of incorporation to, among other things, provide for (1) Class A common stock, with each share of the Company’s Class A common stock entitling its holder to economic rights and one vote per share on all matters presented to stockholders generally and (2) Class B common stock, with each share of the Company’s Class B common stock being a non-economic share but entitling its holder to one vote per share on all matters presented to stockholders generally (provided that shares of Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees); • the issuance of 20,532,004 shares of the Company's Class B common stock, including the issuance of 15,293,288 such shares to the Continuing Equity Owners, which is equal to the number of LLC Interests held directly or indirectly by such Continuing Equity Owners immediately following the Transactions, for nominal consideration; • the issuance of 2,900,000 shares of the Company’s Class A common stock to the purchasers in the IPO in exchange for net proceeds, after taking into account the underwriting discount and offering expenses payable by the Company, of approximately $852.4 million; • the acquisition by the Company of the Blocker Company in a merger transaction (the “Blocker Merger”), which Blocker Company held 3,033,551 LLC interests and a corresponding amount of the Company’s Class B common stock (which shares were cancelled after the Blocker Merger), in exchange for 2,712,197 shares of the Company’s Class A common stock and payment of $96.2 million in cash to Blocker Shareholders; • the use of the remaining net proceeds from the IPO to (i) pay $508.3 million in cash to redeem 1,698,645 LLC Interests held directly or indirectly by the Continuing Equity Owners, (ii) satisfy in full $100.0 million in aggregate face amount of senior preferred earnout units in connection with the Transactions and (iii) use for general corporate purposes; and • the Company entered into (1) a stockholders’ agreement with Centerbridge and NVX Holdings, Inc., (2) a registration rights agreement with certain of the Continuing Equity Owners and (3) a tax receivable agreement with GHH, LLC, the Continuing Equity Owners and the Blocker Shareholders. In connection with the IPO, the Company became the sole managing member of GHH, LLC and controls the management of GHH, LLC. As a result, the Company consolidates GHH, LLC’s financial results in its Consolidated Financial Statements and reports non-controlling interests for the economic interest in GHH, LLC held by the Continuing Equity Owners. Substantially concurrently with the consummation of the IPO, the existing limited liability company agreement of GHH, LLC was amended and restated to, among other things, recapitalize its capital structure by creating a single new class of units (the “common units”) and provide for a right of redemption of common units (subject in certain circumstances to time-based vesting requirements and certain other restrictions) in exchange for, at the Company’s election, cash or newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption, the Company will receive a corresponding number of common units, increasing the Company’s total ownership interest in GHH, LLC. Immediately following the completion of the Transactions and the IPO, the Company owned 26.8% of the economic interests in GHH, LLC, while the Continuing Equity Owners owned the remaining 73.2% of the economic interests in GHH, LLC. Net income and loss is allocated to the Continuing Equity Owners on a pro rata basis, assuming that any Class B common units that are subject to time-based vesting requirements are fully vested. The net loss attributable to non-controlling interests for the twelve months ended December 31, 2022, 2021 and 2020 represents the Continuing Equity Owners’ pro rata share of net loss of the Company for the period subsequent to the IPO. GHH, LLC is a holding company with no operating assets or operations and was formed to acquire a 100% equity interest in Norvax, LLC (“Norvax”). GHH, LLC owns 100% of Blizzard Midco, LLC, which owns 100% of Norvax. For all of the periods reported in these Consolidated Financial Statements, GHH, LLC has not and does not have any material operations on a standalone basis and all of the operations of GHH, LLC are carried out by Norvax. On August 15, 2019, GHH, LLC entered a series of arrangements to acquire 100% of the equity interest in Norvax. On September 13, 2019, Blizzard Merger Sub LLC, a transitory merger company of Blizzard Midco, LLC, merged into Norvax, with Norvax continuing as the surviving limited liability company and GHH, LLC's operating entity (the “Acquisition”). The Acquisition’s purchase price allocation was final as of September 30, 2020 with no adjustments made in the measurement period. The accompanying Consolidated Financial Statements include the accounts of the Company and its controlled subsidiaries. The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions are eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current period presentation. These reclassifications had no impact on the Company’s financial position, results of operations, or cash flows. All share and per share amounts have been retroactively adjusted to reflect the one-for-fifteen reverse stock split. See Note 6. “Stockholders' Equity” for more information. Use of Estimates The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash includes all deposits in banks. The Company maintains its cash balances at financial institutions in the United States and Europe. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable, unbilled receivables and commissions receivable. The maximum exposure risk of these accounts is equal to the amounts stated on the Company’s Consolidated Balance Sheets. The Company places its cash with high-credit-quality financial institutions and, at times, such deposits may be in excess of federally insured limits. To date, the Company has not experienced any losses on its cash balances and periodic evaluations of the relative credit standing of the financial institutions are performed. Accounts receivable, unbilled receivables and commissions receivable are primarily derived from customers located in North America. The Company performs ongoing credit evaluations of customers’ financial condition and requires no collateral from customers. The Company maintains an allowance for doubtful accounts and credit losses based upon the expected collectability of accounts receivable, unbilled receivables and commissions receivable. As of December 31, 2022, three customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 85%, or $37.6 million, of the combined total. As of December 31, 2021, three customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 87%, or $28.7 million, of the combined total. Foreign Currency The Company is exposed to currency fluctuations from certain vendors that transact business in Euros. Assets and liabilities of the Company’s foreign affiliate in Slovakia, which uses the local currency as its functional currency, are translated at period-end exchange rates, and income and expense items are translated at a rate that approximates the average exchange rate for the period. Translation adjustments are included as a component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other (income) expense, net and are immaterial for all periods presented. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and typically do not bear interest. The Company provides allowances for doubtful accounts related to accounts receivable for estimated losses resulting from the inability of its customers to make required payments. The Company takes into consideration the overall quality of the receivables portfolio, along with specifically identified customer risks in establishing allowances. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined the receivable is uncollectible. Commissions Receivable Commissions receivable are contract assets that represent estimated variable consideration for commissions to be received from insurance health plan partners for performance obligations that have been satisfied. The current portion of commissions receivable are future commissions expected to be received within one year, while the non-current portion of commissions receivable are expected to be received beyond one year. The Company estimates the allowance for credit losses using available information from internal and external sources, related to historical experiences, current conditions and forecasts. Our estimates of loss given default are determined by using our historical collections data as well as historical information obtained through our research and review of other peer companies. Our estimated exposure of default is determined by applying these internal and external factors to our commission receivable balances. Commissions Payable Commissions payable represent the estimated share of policy commissions earned by the Company’s external channel agents. The current portion of commissions payable are future commissions expected to be paid within one year, while the non-current portion of commissions payable are expected to be paid beyond one year. Property, Equipment, and Capitalized Software, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives as follows: Asset Description Estimated Useful Life Computer equipment and software 3 years Office equipment and furniture 7 years Leasehold improvements Lesser of useful life (typically 5 years) or remaining lease term Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The Company accounts for costs incurred to develop and maintain source code software and other internally developed software applications, primarily consisting of employee-related and third-party contractor costs, pursuant to Accounting Standards Codification (“ASC”) Topic 350-40, Internal Use Software . Costs incurred during the planning and post-implementation phases of software development are expensed. During the application development phase, costs incurred are capitalized. Capitalized software development costs are amortized over the estimated useful life, which is generally three years. These capitalized costs are recorded within property, equipment, and capitalized software, net, on the Company’s Consolidated Balance Sheets and the amortization is charged to technology expense in the Consolidated Statements of Operations. Leases The Company has entered into operating lease agreements primarily consisting of real estate and data centers. At inception of the arrangement, the Company determines if an arrangement is a lease. If an arrangement contains a lease, the Company recognizes a right-of-use (“ROU”) asset and a lease liability on the Consolidated Balance Sheets at lease commencement. The Company has elected the practical expedient to apply the short-term lease recognition exemption for leases with an initial term of 12 months or less. Operating lease ROU assets represent our right to use an underlying asset and are based upon the lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. Lease liabilities represent the present value of lease payments over the lease term. The implicit rate within each lease is not readily determinable and therefore we use our incremental borrowing rate at the lease commencement date to determine the present value of the lease payments. The determination of the incremental borrowing rate requires judgement. We determined our incremental borrowing rate for each lease using indicative bank borrowing rates, adjusted for various factors including level of collateralization, term and treasury yield curves that align with the terms of a lease. After the lease commencement date, changes to a lease are assessed to determine if it represents a lease modification or a separate contract. If a modification exists, operating lease ROU assets and lease liabilities are remeasured using the present value of remaining lease payments and a revised estimated incremental borrowing rate upon lease modification. We do not include any renewal options in the lease terms for calculating lease liability, as we are not reasonably certain that we will exercise these renewal options at the time of lease commencement or at the time of a lease modification. The Company has lease agreements with lease and nonlease components. The Company elected the practical expedient to not separate nonlease components from the associated lease components and account for each separate lease component and its associated nonlease components as a single lease component. The Company has applied this accounting policy election to all underlying asset classes. Goodwill and Intangible Assets The Company tests goodwill for impairment on an annual basis in the fourth quarter of each year, on November 30 th , or whenever events or changes in circumstances indicate that the goodwill may be impaired. During the year ended December 31, 2021, the Company recognized goodwill impairment charges of $386.6 million, within "Goodwill impairment charges" in the Consolidated Statement of Operations, representing the full amount of goodwill associated with the Company. See Note 4, "Goodwill and Intangible Assets, Net," for further discussion over the goodwill impairment charges. There was no impairment of goodwill for the twelve months ended December 31, 2020. An intangible asset determined to have an indefinite useful life is not amortized until its useful life is determined to no longer be indefinite. Indefinite-lived intangible assets are evaluated each reporting period to determine whether events and circumstances continue to support an indefinite useful life. Indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired, such as a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant, adverse change that would indicate that the carrying amount of an indefinite-lived intangible asset may not be recoverable. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Significant judgment is applied when goodwill and indefinite-lived intangible assets are assessed for impairment. This judgment may include an assessment of qualitative or quantitative factors, such as developing cash flow projections and selecting appropriate royalty and discount rates. The Company amortizes the cost of definite-lived intangible assets over the respective estimated useful lives on a straight-line basis. Impairment of Long-Lived Assets The Company reviews long-lived assets, which include property, equipment, and capitalized software, net, operating lease ROU assets and definite-lived intangible assets, for impairment when facts or circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the assets, the carrying values are reduced to the estimated fair value. Fair values are determined based on quoted market values, discounted cash flows or external appraisals, as applicable. During the year ended December 31, 2022 and 2021, the Company recognized operating lease impairment charges of $25.3 million and $1.1 million, respectively. The operating lease impairment charges reduce the carrying value of the associated ROU assets and leasehold improvements to the estimated fair values. See Note 3, “Fair Value Measurements,” for further discussion around fair value determinations. There was no operating lease impairment charge for the twelve months ended December 31, 2020. Fair Value of Financial Instruments The Company applies the accounting guidance related to fair value measurements and discloses information on all financial instruments reported at fair value that enables an assessment of the inputs used in determining the reported fair values. See Note 3, “Fair Value Measurements,” for further discussion around fair value determinations. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers . The Company is compensated by the receipt of commission payments from health insurance health plan partners whose health insurance policies are purchased through the Company’s ecommerce platforms or customer care centers. The Company also generates revenue from non-commission revenue sources, which it refers to as enterprise revenue and which include Encompass services, providing partner marketing and enrollment services, dedicated insurance agent resources for health plan partner-specific programs, sales of insurance leads to other marketing agencies and health plan partners and the implementation and use of the Company’s platform. The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, the Company recognizes revenue for its services in accordance with the following five steps outlined in ASC 606: • Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Payment of commissions typically commences within 60 days from the policy effective date. Payment terms from non-commission revenue are typically 30 days from the invoice date. • Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. • Determination of the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. • Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. • Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer. Commission Revenue The Company recognizes commission revenue from the sale of insurance products at the point when health plan partners approve an insurance application produced by the Company. The Company records as commission revenue the expected amount of initial commissions received from the health plan partners and any renewal commissions to be paid on such placement as long as the policyholder remains with the same insurance product. The Company defines its customer to be the health plan partner. The Company typically enters into contractual agency relationships with health plans partners that are non-exclusive and terminable on short notice by either party for any reason. In addition, health plan partners often can terminate or amend agreements unilaterally on short notice, including provisions in agreements relating to the commission rates paid to the Company by the health plan partners. The amendment or termination of an agreement the Company has with a health plan partner may adversely impact the commissions it is paid on health insurance plans purchased from the health plan partner. Compensation in the form of commissions is received from insurance health plan partners for the multiple types of insurance products sold by the Company on behalf of the health plan partners. For Medicare and non-Medicare eligible products, commission revenue generally represents a percentage of the premium amount expected to be collected by the health plan partner while the policyholder is enrolled in the insurance product, including renewal periods. The Company’s performance obligation is complete when a health plan partner has received and approved an insurance application. As such, the Company recognizes revenue at this point in time, which represents the total estimated lifetime commissions it expects to receive for selling the product after the health plan partner approves an application, net of an estimated constraint. The Company’s consideration is variable based on the amount of time it estimates a policy will remain in force. The Company estimates the amount of variable consideration that it expects to receive based on historical experience or health plan partner experience to the extent available, industry data and expectations as to future retention rates. Additionally, the Company considers application of the constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. The Company monitors and updates this estimate at each reporting date. The Company does not have any remaining performance obligations in its commission contracts with customers. The Company utilizes a practical expedient to estimate commission revenue for each insurance product by applying the use of a portfolio approach to group approved members by the effective month of the relevant policy (referred to as a “vintage”). This allows the Company to estimate the commissions it expects to collect for each vintage by evaluating various factors, including but not limited to, contracted commission rates and expected member churn. The Company’s variable consideration includes estimated and constrained lifetime values as the “constrained LTV” for the plans. The Company’s estimate of commission revenue for each product line is based on a number of assumptions, which include, but are not limited to, estimating conversion of an approved applicant to a paying policyholder, forecasting persistency and forecasting the commission amounts likely to be received per policyholder. These assumptions are based on historical trends and incorporate management’s judgment in interpreting those trends and in applying constraints. On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, reviews and monitors changes in the data used to estimate LTV, as well as the cash received for each vintage as compared to the original estimates. The difference between cash received for each vintage and the respective estimated LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period vintages. Changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or decrease to commissions receivable. The Company analyzes these differences and, to the extent the Company believes differences in the estimates of the cash received are indicative of an increase or decrease to prior period LTVs, the Company will adjust revenue for the affected vintages at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Enterprise Revenue The Company refers to all non-commission revenue collectively as enterprise revenue, which includes the services and products described below. The Company provides enrollment and engagement services through the Encompass Solution by offering Encompass Connect and Encompass Engage to our health plan partners. Encompass Connect is designed to focus on customer acquisition and to provide enrollment related services to our participating partners. Using machine learning technology, our agents aim to effectively qualify and match individuals with the best plan. The Company is compensated for generating and transferring leads to the health plan partners, and revenue is recognized at a point in time the lead is transferred. The Company’s performance obligation is complete when a health plan partner has received a lead, and consideration is variable based on if the lead results in an effective policy and whether that policy remains in force for 90 days. The Company estimates the amount of variable consideration that it expects to receive based on historical experience with commissions revenue or health plan partner experience to the extent available, and expectations as to future retention rates. Encompass Engage includes post-enrollment member outreach and engagement services, including facilitating an onboarding experience customized to a members’ plan and health needs. The Company recognizes Encompass Engage revenue over time based on member retention and providing post-enrollment services. The Encompass Solution also offers value-based care provider engagement, health risk assessments, social determinants of health screening and preferred pharmacy programs. The Company recognizes revenue for the related performance obligation at a point in time. The Company is compensated for partner marketing and enrollment services, based on delivering call volumes or providing marketing services to certain insurance health plan partners. The Company is also compensated with performance-based enrollment fees relating to the enrollment of individuals into health insurance plans. The Company recognizes revenue over time for marketing services and at a point in time for enrollment services. The Company provides direct partner campaigns, where trained agents are dedicated to partner programs that assist in producing health insurance policies. The Company is compensated for the hours incurred on the partner program at the time hours are incurred, and recognizes revenue accordingly. The Company provides certain customers access to its technology platform, where it charges for the implementation and monthly access to the software. This application allows health plan partners the use of the Company’s ecommerce platform to offer their own health insurance policies on their websites and agents to utilize the Company’s technology to power their online quoting, content and application submission processes. Typically, the Company is paid a one-time implementation fee, which it recognizes as control is transferred on a straight-line basis over the estimated term of the customer relationship (generally the initial term of the agreement), commencing once the technology is available for use by the third party. Incremental Costs to Obtain a Contract The Company reviewed its sales compensation plans, which are directed at converting leads into Submissions, and concluded that they are fulfillment costs and not costs to obtain a contract with a health plan partner, which the Company defines as its customer. Additionally, the Company reviewed compensation plans related to personnel responsible for identifying new health plan partners as well as entering into contracts with new health plan partners and concluded that no incremental costs are incurred to obtain such contracts. Deferred Revenue Deferred revenue includes amounts collected from partner marketi |
Balance Sheet Accounts
Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Accounts | BALANCE SHEET ACCOUNTS Commissions Receivable Commissions receivable activity is summarized as follows: Dec. 31, (in thousands) 2022 2021 Beginning balance $ 1,262,507 $ 810,398 Commission revenue 341,467 881,263 Cash receipts (572,741) (428,313) Allowance for credit losses 200 (841) Ending balance 1,031,433 1,262,507 Less: Commissions receivable - current 335,796 268,663 Commissions receivable - non-current $ 695,637 $ 993,844 Our contracts with health plan partners expose us to credit risk that a financial loss could be incurred if the counterparty does not fulfill its financial obligation. While we are exposed to credit losses due to the non-performance of our counterparties, we consider the risk of this remote. We estimate our maximum credit risk in determining the commissions receivable amount recorded on the balance sheet. The commissions receivable balances as of December 31, 2022 and 2021 primarily relate to Medicare Advantage Plans sold during the fourth quarters of 2022 and 2021 with effective dates in 2023 and 2022, respectively. Property, Equipment and Capitalized Software, Net Property, equipment, and capitalized software, net, consist of the following: Dec. 31, (in thousands) 2022 2021 Computer equipment $ 7,872 $ 12,339 Leasehold improvements 9,339 3,157 Office equipment and furniture 1,356 1,263 Property and equipment 18,567 16,759 Capitalized software 24,976 17,840 Less: Accumulated depreciation and amortization (18,261) (10,326) Property, equipment and capitalized software, net $ 25,282 $ 24,273 Depreciation expense related to property and equipment for the twelve months ended December 31, 2022, 2021 and 2020 was $6.4 million, $9.3 million and $2.9 million, respectively. Amortization expense related to capitalized software was $6.5 million, $4.2 million and $1.6 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively. Accrued Liabilities Accrued liabilities consist of the following: Dec. 31, (in thousands) 2022 2021 Bonuses and commissions $ 23,752 $ 18,583 Payroll 10,865 12,824 Marketing costs 6,949 13,065 Interest expense 179 2,994 Other accrued expenses 11,589 5,322 Accrued liabilities $ 53,334 $ 52,788 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques the Company uses to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company classifies the inputs used to measure fair value into the following hierarchy: Level 1 Inputs Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability. Level 3 Inputs Unobservable inputs for the asset or liability. Fair Value Measurements In connection with the Acquisition, GHH, LLC agreed to pay additional contingent consideration if certain financial targets are achieved. The fair value of the contingent consideration liability was measured using a Monte Carlo simulation and is discounted using a rate that appropriately captures the risk associated with the obligation. In connection with the IPO, a significant shareholder assumed the outstanding contingent consideration liability and the Company recorded the settlement of the $62.4 million liability as an increase to additional paid-in capital. The following table sets forth the changes to the fair value of the contingent consideration for the twelve months ended December 31, 2020. (in thousands) Twelve months ended Dec. 31, 2020 Balance at Dec. 31, 2019 $ 242,700 Settlement of 2019 earnout (200,000) 2020 earnout fair value adjustment 19,700 Settlement of 2020 earnout (62,400) Balance at Dec. 31, 2020 $ — The carrying amount of certain financial instruments, including cash and cash equivalents, accounts receivable, unbilled receivables, accounts payable and accrued expenses approximate fair value due to the short maturity of these instruments. The carrying value of debt approximates fair value due to the variable nature of interest rates. As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in a $25.3 million operating lease impairment charge during the second and third quarters of 2022. The Company recorded an operating lease impairment charge of $1.1 million during the third quarter of 2021. The operating lease impairment charge reduces the carrying value of the associated ROU assets and leasehold improvements to the estimated fair values. The fair values are estimated using a discounted cash flows approach based on forecasted future cash flows expected to be derived from the property based on current sublease market rent, which is considered a level 3 input in the fair value hierarchy, and other key assumptions such as future sublease market conditions and the discount rate. With respect to the impairment charge for the twelve months ended December 31, 2022, a 5% increase or decrease to the market rent per square foot input would increase or decrease the estimated fair value and resulting impairment charge by approximately $1.0 million. |
Goodwill And Intangible Assets,
Goodwill And Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill During 2019, the Company allocated $380.3 million and $6.2 million of the goodwill recognized in connection with the Acquisition to its Medicare—Internal segment and Medicare—External segment, respectively, based on an estimate of the relative fair value of each reportable segment. The Company tests goodwill for impairment at the reporting unit level annually on November 30 th and whenever events or circumstances make it more likely than not that an impairment may have occurred. A reporting unit is an operating segment or one level below an operating segment to which goodwill is assigned when initially recorded. The Company has four reporting units, which are the same as its four operating segments. Fourth Quarter 2021 Goodwill Impairment Charges During the annual enrollment period in the fourth quarter of 2021, the Company and the broader industry experienced an increase in consumer shopping which led to lower policy persistency than anticipated and resulted in lower LTV performance. Additionally, operating margins in the fourth quarter of 2021 declined significantly which was primarily driven by tight labor markets and resulted in higher than expected customer care and enrollment costs. As such and in connection with the Company’s annual and long-range planning process, which coincided with the Company’s annual goodwill impairment test as of November 30, 2021, the Company determined the Medicare— Internal and Medicare— External reporting units’ financial performance would be lower than previously anticipated. As a result, the Company’s quantitative goodwill impairment test indicated that the fair values of the Medicare— Internal and Medicare— External reporting units no longer exceeded its carrying values, and the Company recognized goodwill impairment charges of $380.3 million and $6.2 million for the Medicare-Internal and Medicare— External reporting units, respectively, representing the full amount of goodwill associated with these reporting units. The quantitative goodwill impairment test performed by the Company as of November 30, 2021, included significant level 3 fair value estimates and assumptions including, among others, cash flow projections and selecting an appropriate discount rate. There was no impairment of goodwill for the twelve months ended December 31, 2020. Intangible Assets The gross carrying amounts, accumulated amortization and net carrying amounts of the Company’s definite-lived amortizable intangible assets, as well as its indefinite-lived intangible trade names, are as follows: Dec. 31, 2022 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 233,829 $ 262,171 Customer relationships 232,000 76,560 155,440 Total intangible assets subject to amortization $ 728,000 $ 310,389 $ 417,611 Indefinite-lived trade names 83,000 Total intangible assets $ 500,611 Dec. 31, 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 162,971 $ 333,029 Customer relationships 232,000 53,360 178,640 Total intangible assets subject to amortization $ 728,000 $ 216,331 $ 511,669 Indefinite-lived trade names 83,000 Total intangible assets $ 594,669 There was no impairment of intangible assets for the twelve months ended December 31, 2022, 2021 and 2020. As of December 31, 2022, expected annual amortization expense related to intangible assets for each of the five succeeding years is as follows: (in thousands) Developed Technology Customer Relationships Total 2023 $ 70,857 $ 23,200 $ 94,057 2024 70,857 23,200 94,057 2025 70,857 23,200 94,057 2026 49,600 23,200 72,800 2027 — 23,200 23,200 Thereafter — 39,440 39,440 Total $ 262,171 $ 155,440 $ 417,611 As of December 31, 2022, the weighted-average remaining amortization period for amortizable intangible assets was 3.8 years for developed technology and 6.8 years for customer relationships. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT The Company’s long-term debt consisted of the following: Dec. 31, (in thousands) 2022 2021 Term Loan Facilities $ 518,133 $ 523,403 Revolving Credit Facilities — 155,000 Less: Unamortized debt discount and issuance costs (8,053) (8,018) Total debt 510,080 670,385 Less: Current portion of long-term debt (5,270) (5,270) Total long-term-debt $ 504,810 $ 665,115 Maturities of long-term debt for each of the next five years is as follows: (in thousands) 2023 $ 5,270 2024 5,270 2025 507,593 2026 — 2027 — Thereafter — Total $ 518,133 Term Loan Facilities On September 13, 2019, Norvax (the “Borrower”) entered into a first lien credit agreement (the “Credit Agreement”) which provided for a $300.0 million aggregate principal amount senior secured term loan facility (the “Initial Term Loan Facility”). During 2020, the Company entered into a series of amendments to the Credit Agreement to provide for, among other items as further described below, $117.0 million of incremental term loans (the “Incremental Term Loan Facility”). On March 23, 2020, the Company issued 444,444 of GHH, LLC Class B common units to a lender that is party to the Company’s Credit Agreement for $10.0 million in proceeds. The Company incurred $6.0 million of debt issuance costs associated with the Incremental Term Loan Facility, which are being amortized over the life of the debt to interest expense using the effective interest method. On June 11, 2021, the Company entered into Amendment No. 5 to the Credit Agreement and Incremental Facility Agreement (“Amendment No. 5”). Amendment No. 5 created a new class of incremental term loans (the “2021 Incremental Term Loans”) in an aggregate principal amount equal to $310.0 million, which was used to refinance $295.5 million of outstanding principal under the Initial Term Loan Facility, pay the related accrued interest and fund the prepayment premium. In connection with Amendment No. 5 and the refinancing of the Initial Term Loan, the Company recognized an $11.9 million loss on debt extinguishment, representing the 2% prepayment premium of $5.9 million and the write-down of deferred financing costs and debt discounts of $6.0 million. The Company incurred $1.7 million of debt issuance costs associated with Amendment No. 5, which are being amortized over the life of the debt to interest expense using the effective interest method. On November 10, 2021, the Company entered into Amendment No. 6 to the Credit Agreement and Incremental Facility Agreement (“Amendment No. 6”). Amendment No. 6 provided $100.0 million of incremental term loans (the “2021-2 Incremental Term Loans”). The Company incurred $2.5 million of debt issuance costs associated with Amendment No. 6, which are being amortized over the life of the debt to interest expense using the effective interest method. On March 14, 2022, the Company entered into Amendment No. 7 to the Credit Agreement and Incremental Facility Agreement (“Amendment No. 7”). Amendment No. 7 provided that (a) the 2021 Incremental Term Loans, from and after the Amendment No. 7 Effective Date, will bear interest at either (i) alternate base rate (“ABR”) plus 5.50% per annum or (ii) LIBOR plus 6.50% per annum and (b) the 2021-2 Incremental Term Loans, from and after the Amendment No. 7 Effective Date, will bear interest at either (i) ABR plus 5.50% per annum or (ii) LIBOR plus 6.50% per annum. Amendment No. 7 further amended the Credit Agreement to remove testing of the Net Leverage Ratio for the December 31, 2021 period and increased the maximum permitted Net Leverage Ratio for future reporting periods through March 31, 2023. The Company incurred $1.7 million of debt issuance costs associated with Amendment No. 7, which are being amortized over the life of the debt to interest expense using the effective interest method. On August 12, 2022, the Company entered into Amendment No. 8 to the Credit Agreement and Incremental Facility Agreement (“Amendment No. 8”). Amendment No. 8 provided that (a) the 2021 Incremental Term Loans, from and after the Amendment No. 8 Effective Date, will bear interest at either (i) ABR plus 6.50% per annum or (ii) LIBOR plus 7.50% per annum and (b) the 2021-2 Incremental Term Loans, from and after the Amendment No. 8 Effective Date, will bear interest at either (i) ABR plus 6.50% per annum or (ii) LIBOR plus 7.50% per annum. Amendment No. 8 further amended the Credit Agreement to increase the maximum permitted Net Leverage Ratio for future reporting periods from December 31, 2022 through June 30, 2023. The Company incurred $1.0 million of debt issuance costs associated with Amendment No. 8, which are being amortized over the life of the debt to interest expense using the effective interest method. On November 9, 2022, the Company entered into Amendment No. 9 to the Credit Agreement (“Amendment No. 9”). Amendment No. 9 provided that the Incremental Term Loan, from and after the Amendment No. 8 Effective Date, will bear interest at either (i) ABR plus 6.50% per annum or (ii) LIBOR plus 7.50% per annum. Amendment No. 9 further amended the Credit Agreement to increase the maximum permitted Net Leverage Ratio for the September 30, 2023 reporting period. On March 15, 2023, the Company entered into Amendment No. 10 to the Credit Agreement (“Amendment No. 10”). Amendment No. 10 amended the Credit Agreement to convert the existing London Interbank-Offered Rate (“LIBOR”)-based rate applicable to the term loan and revolving credit facilities under the Credit Agreement to a Term Secured Overnight Financing Rate (“SOFR”) Rate with a credit spread adjustment of 0.10%, 0.15% or 0.25% per annum for interest periods of one month, three months, or six months, respectively, and a floor of 1.00%, effective on the amendment date. The Company collectively refers to the Initial Term Loan Facility, the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans as the “Term Loan Facilities.” As of December 31, 2022, the Company had a principal amount of $113.7 million, $305.4 million and $99.0 million outstanding under the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans, respectively. As of December 31, 2021, the Company had a principal amount of $115.0 million, $308.4 million and $100.0 million outstanding under the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans, respectively. The Incremental Term Loan Facility effective interest rate was 11.2% and 7.5% at December 31, 2022 and 2021, respectively. The 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans effective interest rate was 11.2% and 6.0% at December 31, 2022 and 2021, respectively. The Term Loan Facilities are payable in quarterly installments in the principal amount of 0.25% of the original principal amount. The remaining unpaid balance on the Term Loan Facilities, together with all accrued and unpaid interest thereon, is due and payable on or prior to September 13, 2025. Voluntary Prepayment The Borrower may voluntarily prepay outstanding borrowings under the Term Loan Facilities at any time in whole or in part without premium or penalty; provided, that, with respect to voluntary prepayments of the Term Loan Facilities and in certain other circumstances, the Borrower may have to pay a prepayment premium. Mandatory Prepayments The Credit Agreement requires that the Borrower, following the end of each fiscal year, offer to repay the outstanding principal amount of all term loans under the Credit Facilities in an aggregate amount equal to (A) 50.0% of the excess cash flow of the Borrower and its restricted subsidiaries for such fiscal year if the Total Net Leverage Ratio (as defined in the Credit Agreement) is greater than 4.50:1.00, which percentage is reduced to 25% if the Total Net Leverage Ratio is less than or equal to 4.50:1.00 and greater than 4.00:1.00, which percentage is further reduced to 0% if the Total Net Leverage Ratio is less than or equal to 4.00:1.00, minus (B) at the option of the Borrower, (x) the aggregate amount of certain voluntary prepayments of term loans under the Credit Agreement during such fiscal year or after year-end and prior to the time such Excess Cash Flow prepayment is due, (y) the aggregate principal amount of any voluntary prepayments of indebtedness under pari passu incremental facilities, incremental equivalent debt and/or certain refinancing indebtedness, made during such fiscal year or after such fiscal year and prior to the time such prepayment is due. With respect to each required offer of prepayment, each lender of the term loans has the right to refuse any such offer. To the extent any such offer of prepayment is refused, the aggregate amount of the offered prepayment shall be retained by the Borrower and its restricted subsidiaries. The Credit Agreement requires the Borrower to repay amounts equal to 100% of the net cash proceeds of certain asset sales or other dispositions of property (including insurance and condemnation proceeds); provided, that, in the case of any prepayment events required in connection with certain dispositions and casualty events, if the net proceeds therefrom are invested (or committed to be invested) within 12 months after the receipt of such net proceeds, then no prepayment shall be required except to the extent such net proceeds have not been so invested (or committed to be invested) by the end of such 12-month period. The Credit Agreement requires 100% of the net proceeds from the issuance or incurrence of certain indebtedness to be applied to prepay the term loans under the Term Loan Facilities, except to the extent the indebtedness constitutes refinancing indebtedness. During the twelve months ended December 31, 2022, the Company did not make any mandatory prepayments. Revolving Credit Facilities The Credit Agreement provided for a $30.0 million aggregate principal amount senior secured revolving credit facility (the “Revolving Credit Facility”). During 2020, the Company entered into a series of amendments to the Credit Agreement to provide for $28.0 million of incremental revolving credit (the “Incremental Revolving Credit Facilities”). On May 7, 2021, the Company entered into a fourth amendment to the Credit Agreement, which provided $142.0 million of incremental revolving credit (the “Incremental No. 4 Revolving Credit Facility”), for a total amount of $200.0 million. The Company collectively refers to the Revolving Credit Facility, the Incremental Revolving Credit Facilities and the Incremental No. 4 Revolving Credit Facility as the “Revolving Credit Facilities”. Amendment No. 5, as described above, also separates the Revolving Credit Facilities into two classes of revolving commitments consisting of Class A Revolving Commitments in the amount of $30.0 million and Class B Revolving Commitments in the amount of $170.0 million. Borrowings under the Class A Revolving Commitments bear interest at either ABR plus 5.50% per annum or LIBOR plus 6.50% per annum. Borrowings under the Class B Revolving Commitments bear interest at either ABR plus 3.00% per annum or LIBOR plus 4.00% per annum. The Borrower is required to pay a commitment fee of 0.50% per annum under the Revolving Credit Facilities. The Company had no amounts outstanding under the Class A Revolving Credit Facilities and Class B Revolving Credit Facilities as of December 31, 2022. The Company had $23.2 million outstanding under the Class A Revolving Credit Facilities and $131.8 million outstanding under the Class B Revolving Credit Facilities as of December 31, 2021. The Revolving Credit Facilities had a remaining capacity of $200.0 million in the aggregate as of December 31, 2022 and $45.0 million as of December 31, 2021. The Class A Revolving Credit Facilities and Class B Revolving Credit Facilities effective interest rates at December 31, 2022 were 10.4% and 7.9%, respectively. At December 31, 2021 the Class A Revolving Credit Facilities and Class B Revolving Credit Facilities effective interest rates were 7.5% and 5.0%, respectively. Outstanding borrowings under the Revolving Credit Facilities do not amortize and are due and payable on September 13, 2024. Guarantees and Security The Borrower’s obligations under the Term Loan Facilities and Revolving Credit Facilities are guaranteed by Blizzard Midco, LLC and certain of the Borrower’s subsidiaries. All obligations under the Credit Agreement are secured by a first priority lien on substantially all of the assets of the Borrower, including a pledge of all of the equity interests of its subsidiaries. Covenants and Other Matters The Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict the Borrower’s and its restricted subsidiaries’ ability to incur indebtedness; incur certain liens; consolidate, merge or sell or otherwise dispose of assets; make investments, loans, advances, guarantees and acquisitions; pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests; enter into transactions with affiliates; alter the business conducted by the Company and subsidiaries; change their fiscal year; and amend or modify governing documents. In addition, the Credit Agreement contains financial and non-financial covenants. The Company is in compliance with all covenants as of December 31, 2022. The Credit Agreement also contains certain customary representations and warranties and affirmative covenants, and certain reporting obligations. In addition, the lenders under the Credit Facilities will be permitted to accelerate all outstanding borrowings and other obligations, terminate outstanding commitments and exercise other specified remedies upon the occurrence of certain events of default (subject to certain grace periods and exceptions), which include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, certain cross-defaults and cross-accelerations to other indebtedness, certain events of bankruptcy and insolvency, certain judgments and changes of control. Subject to certain limited exceptions, substantially all of the Company’s assets are restricted from distribution. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY In connection with the Company’s IPO in July 2020, the Company’s Board of Directors approved an amended and restated certificate of incorporation and amended and restated bylaws. The amended and restated certificate of incorporation authorizes the issuance of up to 1,100,000,000 shares of Class A common stock, 690,000,000 shares of Class B common stock and 20,000,000 shares of preferred stock, each having a par value of $0.0001 per share. The number of shares of Class B common stock authorized is reduced for redemptions and forfeitures as they occur. The Company’s amended and restated certificate of incorporation and the GoHealth Holdings, LLC Agreement require that the Company and GoHealth Holdings, LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company, except as otherwise determined by the Company. Additionally, the Company’s amended and restated certificate of incorporation and the GoHealth Holdings, LLC Agreement require that the Company and GoHealth Holdings, LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by the Company. Only the Continuing Equity Owners and the permitted transferees of Class B common stock are permitted to hold shares of Class B common stock. Shares of Class B common stock are transferable for shares of Class A common stock only together with an equal number of LLC Interests. Holders of shares of the Company’s Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Each share of Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally. Holders of shares of Class B common stock will vote together with holders of the Company’s Class A common stock as a single class on all matters presented to the Company’s stockholders for their vote or approval, except for certain amendments to the Company’s amended and restated certificate of incorporation or as otherwise required by applicable law or the amended and restated certificate of incorporation. Holders of our Class B common stock are not entitled to participate in any dividends declared by the Company’s Board of Directors. Under the terms of the Company’s amended and restated certificate of incorporation, the Company’s Board of Directors is authorized to direct the Company to issue shares of preferred stock in one or more series without stockholder approval. The Company’s Board of Directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The Continuing Equity Owners may, subject to certain exceptions, from time to time at each of their options require GoHealth Holdings, LLC to redeem all or a portion of their LLC Interests in exchange for, at the Company’s election (determined by at least two of the Company’s independent directors who are disinterested), newly-issued shares of Class A common stock on a one-for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of the Company’s Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the GoHealth Holdings, LLC Agreement. Upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, holders of Class A common stock and Class B common stock will be entitled to receive ratable portions of the Company’s remaining assets available for distribution; provided, that the holders of Class B common stock shall not be entitled to receive more than $0.0001 per share of Class B common stock and upon receiving such amount, shall not be entitled to receive any of the Company’s other assets or funds with respect to such shares of Class B common stock. Redeemable Convertible Preferred Stock On September 23, 2022 (the “Closing Date”), the Company issued 50,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock (the “Issuance”), par value $0.0001 per share (the “Series A redeemable convertible preferred stock”), to Elevance and GH 22 Holdings, Inc. (the “Purchasers”) for an aggregate purchase price of $50.0 million, at $1,000 per share of the Series A redeemable convertible preferred stock. The Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001 per share as of both December 31, 2022 and 2021, which had not been designated to any specific classes of preferred stock prior to the Closing Date. On the Closing Date, the Company designated and authorized the issuance of 50,000 shares under the Series A redeemable convertible preferred stock and 200,000 shares under the Series A-1 Convertible Non-Voting Perpetual Preferred Stock (the “Series A-1 convertible preferred stock”). The Series A redeemable convertible preferred stock ranks senior to the shares of the Company’s Class A common stock and Class B common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series A redeemable convertible preferred stock has an initial liquidation preference of $1,000 per share, which shall increase by accumulated quarterly dividends that are not paid in cash (“compounded dividends”). Dividends on each share of Series A redeemable convertible preferred stock shall accrue at an annual rate equal to 7%, whether or not declared. Holders of Series A-1 convertible preferred stock are only entitled to dividends if the Company declares such dividends. For the twelve months ended December 31, 2022, the Company accrued $0.9 million of dividends, which are included as a component of Series A redeemable convertible preferred stock with an offsetting adjustment to Additional Paid in Capital on the Consolidated Balance Sheets. The Series A redeemable convertible preferred stock is convertible in full at the option of the holders into the number of shares of Class A common stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for compounded dividends) plus (y) the accrued dividends with respect to each share of Series A redeemable convertible preferred stock as of the applicable conversion date divided by (b) the conversion price ($9.60 as of December 31, 2022 and subject to adjustment based on certain changes to the Company’s Class A common stock) as of the applicable conversion date. Notwithstanding the foregoing, a holder of Series A redeemable convertible preferred stock may elect to receive upon conversion, in lieu of the shares of Class A common stock otherwise deliverable, one share of Series A-1 convertible preferred stock for every 1,000 shares of Class A common stock otherwise deliverable upon conversion. The Series A-1 convertible preferred stock will be essentially a substitute for the Class A common stock in the form of non-voting preferred stock. The terms of the Series A redeemable convertible preferred stock and the Series A-1 convertible preferred stock contain certain anti-dilution adjustments. Subject to certain conditions, at any time after the third anniversary of the Closing Date, if the volume weighted average price per share of Class A common stock on Nasdaq is equal to or greater than 150% of the then-applicable conversion price for each of at least twenty (20) trading days, whether or not consecutive, in any period of thirty (30) consecutive trading days ending on and including the trading day immediately before the Company provides the holders with notice of its election to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock (at the election of the holder), the Company may elect to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will be entitled, out of assets legally available therefor, and subject to the rights of the holders of any senior stock (including the Series A redeemable convertible preferred stock) or parity stock (including the Class A common stock and Class B common stock) and the rights of the Company’s existing and future creditors, to receive an aggregate amount per share equal to 1,000 (as may be adjusted) times the aggregate amount to be distributed per share to holders of shares of Class A common stock. Each holder of a whole share of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) shall be entitled to receive when, as and if declared by the Company’s Board of Directors out of funds legally available for the purpose, an amount per share equal to 1,000 (as may be adjusted) times the aggregate per share amount of all cash dividends, and 1,000 (as may be adjusted) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class A common stock or a subdivision of the outstanding shares of Class A common stock (by reclassification or otherwise), declared on each share of Class A common stock since the first issuance of any share of Series A-1 convertible preferred stock. Each holder of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will have the right, at such holder’s option, to convert in full each share of such holder’s Series A-1 convertible preferred stock at such time into the number of shares of Class A common stock based upon a conversion ratio of 1,000 shares of Class A common stock for each share of Series A-1 convertible preferred stock. Under the Certificate of Designations for the Series A redeemable convertible preferred stock (the “Certificate of Designations”), holders of the Series A redeemable convertible preferred stock are entitled to vote with the holders of the Class A common stock on an as-converted basis on all matters submitted to a vote of the holders of the Class A common stock. Notwithstanding the foregoing: (1) the lead Purchaser’s voting rights shall not exceed 9.99% of the voting rights associated with the issued and outstanding shares of capital stock of the Company at any time; and (2) the voting rights of the Purchasers holding Series A redeemable convertible preferred stock, voting on an as-converted basis with the holders of the Class A common stock and the holders of any other class or series of capital stock of the Company then entitled to vote, shall be capped at the maximum amount that would not result in requiring shareholder approval for the exercise of such voting rights pursuant to the rules of Nasdaq. The Series A-1 convertible preferred stock is not entitled to vote with the Class A common stock on matters submitted to a vote of the holders of the Class A common stock and will have no voting rights except as required by applicable law. In addition, holders of the Series A redeemable convertible preferred stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that materially, adversely and disproportionately affect the Series A redeemable convertible preferred stock, authorizations or issuances by the Company of securities that are senior to or pari passu with the Series A redeemable convertible preferred stock and issuing any debt security (for the avoidance of doubt, excluding any draws under the Company’s Existing Credit Agreement referenced in the Certificate of Designations), if the Company’s Consolidated Total Net Debt (as defined in the Certificate of Designations) following such action would exceed four times the Company’s Consolidated EBITDA (as defined in the Certificate of Designations) for the Company’s most recently completed four consecutive fiscal quarters. At any time following the fifth anniversary of the Closing Date, the Company may redeem the Series A redeemable convertible preferred stock, in whole or in part, for a per share amount in cash equal to the liquidation preference (reflecting increases for compounded dividends) thereof plus all accrued dividends as of the applicable redemption date. Upon certain change of control events involving the Company, (i) a holder of the Series A redeemable convertible preferred stock may, so long as such payment would not otherwise result in a breach of, or event of default under, then-existing credit agreements, indentures or other financing arrangements, require the Company to purchase and (ii) subject to a holder’s right to convert its shares of Series A redeemable convertible preferred stock into Class A common stock or Series A-1 convertible preferred stock at the then-current conversion price, the Company may elect to purchase, all or a portion of such holder’s shares of Series A redeemable convertible preferred stock that have not been so converted, in each case at a purchase price per share of Series A redeemable convertible preferred stock, payable in cash, equal to (A) if the change of control effective date occurs at any time prior to the fifth anniversary of the Closing Date, 160% of a Purchaser’s original investment amount and (B) if the change of control effective date occurs on or after the fifth anniversary of the Closing Date, the liquidation preference (reflecting increases for compounded dividends) of such share of Series A redeemable convertible preferred stock plus the accrued dividends in respect of such share of Series A redeemable convertible preferred stock as of the change of control purchase date. The Purchasers have entered into a customary registration rights agreement (the “Registration Rights Agreement”) with respect to shares of Class A common stock held by the Purchasers issued upon any future conversion of the Series A redeemable convertible preferred stock or Series A-1 convertible preferred stock. In connection with the Issuance, the Company, as the managing member of GoHealth Holdings, LLC (the “LLC”), caused the LLC (i) to issue to the Company, in exchange for the proceeds from the Issuance, Series A preferred units (the “Preferred Units”) and (ii) to authorize another series of preferred units (the “Series A-1 Preferred Units”), in each case having an aggregate liquidation preference and having terms substantially economically equivalent to the aggregate liquidation preference and the economic terms of the Series A redeemable convertible preferred stock and the Series A-1 convertible preferred stock, respectively, and entered into Amendment No. 2 to the Second Amended and Restated Limited Liability Company Agreement of GoHealth Holdings, LLC (“Amendment No. 2”) to effectuate the same. The Company classifies the Series A redeemable convertible preferred stock outside of permanent equity as temporary equity since the redemption of such shares is not solely within the Company’s control. The Company does not remeasure the redeemable convertible preferred stock because it is not currently redeemable and not probable of becoming redeemable. The redeemable convertible preferred stock was recorded at fair value upon issuance, net of issuance costs of $1.6 million. Reverse Stock Split On November 10, 2022, the Board of Directors approved a resolution to effect a reverse stock split such that every holder of Class A common stock and Class B common stock (together, “Common Stock”) received one share of the respective class of stock for every fifteen shares of Common Stock held (the “Reverse Stock Split”). The Reverse Stock Split also adjusted the LLC Interests. The authorized shares and par value per share of the Common Stock and preferred stock were not adjusted as a result of the Reverse Stock Split. With respect to the Series A redeemable convertible preferred stock, the conversion price was automatically adjusted to account for the Reverse Stock Split for such shares. Share and per share amounts of preferred stock were not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split became effective on November 17, 2022. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation Plans | SHARE-BASED COMPENSATION PLANS The following table summarizes share-based compensation expense by operating function for the periods presented: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Marketing and advertising $ 1,653 $ 2,108 $ 24,890 Customer care and enrollment 2,218 3,775 12,599 Technology 2,924 3,775 33,085 General and administrative (1) 25,329 17,639 145,655 Total share-based compensation expense $ 32,124 $ 27,297 $ 216,229 (1) For the twelve months ended December 31, 2022, share-based compensation expense includes expense related to the stock appreciation rights ("SARs"), which are liability classified awards. Profit Units Effective September 13, 2019 and in conjunction with the Acquisition, the Company authorized the grants of non-voting Profit Units. The Profit Units were issued by Blizzard Management Feeder, LLC (“Feeder”), to employees on behalf of the Company. One-third of the Profit Units granted to each employee will vest in 5 equal installments on the first through fifth anniversaries of the date of grant, so long as the employee remains employed by the Company through the applicable vesting date (“Time-Vesting Units”). Two-thirds of the Profit Units granted to each individual were to vest upon a liquidity event based on certain predetermined criteria (“Performance-Vesting Units”). Following the completion of the Transactions, each of the members of Feeder directly holds common units of Feeder that correspond to the LLC Interests (and associated shares of Class B common stock on a one-for-one basis) directly held by Feeder for each such member’s benefit. Compensation expense for the Time-Vesting Units is recognized on a straight-line basis over the five-year requisite service period beginning on the grant date and will continue subsequent to the IPO. Performance-Vesting Units contain market conditions and an implied performance condition, which results in compensation cost being recognized when the performance condition is considered probable of being satisfied. Performance-Vesting Units vest upon the achievement of a contingent exit event that is defined as a transaction in which the ultimate parent disposes of all or substantially all of its investment in the Company. Such an exit event is not considered probable until it consummates. In June 2020, the Company modified the terms of the Performance-Vesting Units such that the performance targets were measured against the public offering price of the IPO, which resulted in a modification and remeasurement of the Performance-Vesting Units. The completion of the IPO in July 2020 satisfied the implied performance condition and triggered an accelerated vesting of all Performance-Vesting Units, which are now issued and outstanding as of the IPO. The Company recorded the related share-based compensation expense of $209.3 million in the third quarter of 2020 with a corresponding increase to non-controlling interests. A summary of the Profit Units issued is as follows: (in thousands except per share amounts) Number of Time-Vesting Units Weighted Average Grant Date Fair Value Unvested units at Dec. 31, 2021 272 $ 22.65 Granted — — Vested (177) 21.69 Forfeited (47) 22.69 Unvested units at Dec. 31, 2022 48 $ 26.15 The fair value of the Profit Units was determined using a Monte Carlo simulation and the following assumptions: Twelve months ended Dec. 31, 2020 Risk free interest rate 1.40% Expected volatility 76.0% Expected life (years) 4.60 Expected dividend yield 0.0% The expected life was based on estimates of the likely timing of a liquidity event. Volatility was determined based on an analysis of publicly traded peers. As of December 31, 2022, there was $1.0 million of unamortized share-based compensation expense related to Time-Vesting Units and these costs are expected to be recognized over a remaining weighted average period of 1.9 years. 2020 Incentive Award Plan On July 7, 2020, the Company adopted the 2020 Incentive Award Plan, which became effective on July 14, 2020. The number of Class A shares available for issuance will be increased annually on January 1 of each calendar year beginning in 2021 and ending in and including 2030, equal to the lesser of (A) 5% of the shares of the Company’s Common Stock outstanding on the final day of the immediately preceding calendar year and (B) a smaller number of shares as determined by the Company’s Board of Directors. The number of Class A shares reserved for issuance at December 31, 2022 was 547,839 shares. 2021 Employment Inducement Award Plan On December 19, 2021, the Board of Directors approved the adoption of the GoHealth, Inc. 2021 Employment Inducement Award Plan (as amended from time to time, the “Inducement Award Plan”). In accordance with Rule 5635(c)(4), awards under the Inducement Award Plan may only be made to a newly hired employee who has not previously been a member of the Board of Directors, or an employee who is being rehired following a bona fide period of non-employment by the Company or a subsidiary, as a material inducement to the employee’s entering into employment with the Company or its subsidiary. On June 3, 2022, the Company approved an amendment to the Inducement Award Plan, solely to increase the shares of the Company’s Class A common stock reserved for issuance from an aggregate of 266,667 Class A shares to an aggregate of 1,666,666 Class A shares. As of December 31, 2022, there were 344,447 Class A shares available for grant under the Inducement Award Plan. Restricted Stock Units (“RSUs”) The Company measures expense for RSUs based on the fair value of the awards on the grant date. The Company recognizes the grant date fair value of RSUs as compensation expense on a straight-line basis over the requisite service period of each award, which is generally three years. On June 7, 2022, the Company granted, to certain of its executives, an aggregate of 511,111 shares of Class A common stock issuable pursuant to RSUs, all of which were fully vested on the date of grant. The Company recognized the grant-date fair value of these RSUs, or $6.3 million, as compensation expense on the date of grant. A summary of the RSUs issued is as follows: (in thousands except per share amounts) Number of RSUs Weighted Average Grant Date Fair Value Unvested units at Dec. 31, 2021 165 $ 193.78 Granted 1,834 11.45 Vested (586) 27.03 Forfeited (316) 45.62 Unvested units at Dec. 31, 2022 1,097 $ 20.71 As of December 31, 2022, there was $15.5 million of unamortized share-based compensation expense related to RSUs and these costs are expected to be recognized over a remaining weighted average period of 1.4 years. Stock Options The Company measures expense for stock options based on the fair value of the awards on the grant date. The Company recognizes the grant date fair value of stock options as compensation expense on a straight-line basis over the requisite service period of each award, which is generally three A summary of the stock options issued to employees is as follows: (in thousands except per share amounts) Number of Stock Options Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1) Outstanding at Dec. 31, 2021 322 $ 127.74 9.0 $ 105 Granted 273 9.66 Exercised (1) 149.07 Forfeited (128) 101.26 Expired (30) 150.59 Outstanding at Dec. 31, 2022 436 $ 62.63 8.8 $ 1 Exercisable at Dec. 31, 2022 85 $ 151.92 7.8 $ 1 (1) The aggregate intrinsic value is calculated as the product between the Company’s closing stock price as of December 31, 2022 and 2021 and the exercise price of in-the-money options as of those dates. The fair value of stock options with a requisite service period of three Twelve months ended Dec. 31, 2022 Risk free interest rate 1.74% — 3.36% Expected volatility 74.4% — 83.2% Expected life (years) 6.00 — 6.00 Expected dividend yield 0.0% — 0.0% As of December 31, 2022, there was $9.3 million of unamortized share-based compensation expense related to stock options and these costs are expected to be recognized over a remaining weighted average period of 1.2 years. Performance Stock Units (“PSUs”) During 2021, the Company granted to certain of its employees 32,579 shares of Class A common stock issuable pursuant to PSUs. The criteria for the market-based PSUs is based on the Company’s total shareholder return (“TSR”) relative to the TSR of the common stock of a predefined industry peer group. TSR is measured at the end of the performance period, which is generally the period commencing on the grant date and ending on the three-year anniversary of the grant date. Depending on the relative TSR achieved, the number of PSUs earned can vary from 0% of the target award to a maximum of 200% of the target award. The Company estimated the grant-date fair value of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 0.2% and annualized volatility of 72.0%. The grant date fair value of the PSUs was $332.55. The Company recognizes the grant date fair value of PSUs as compensation expense on a straight-line basis over the three-year performance period. On June 7, 2022, the Company granted, to certain of its executives, an aggregate of 194,444 shares of Class A common stock issuable pursuant to volume weighted average PSUs (“VWAPs”). The number of shares issued on the third anniversary of the date of grant is based on volume weighted average price performance over such three year period (“Three Year VWAP”) in the following percentages: (i) 50% if the Three Year VWAP is equal to or greater than $30.00 but less than $45.00; (ii) 100% if the Three Year VWAP is equal to or greater than $45.00 but less than $60.00; (iii) 150% if the Three Year VWAP is equal to or greater than $60.00 but less than $90.00; and (iv) 200% if the Three Year VWAP is equal to or greater than $90.00. The Company estimated the grant-date fair value of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 2.9% and annualized volatility of 94%. The grant-date fair value of the VWAPs was $8.25. The Company recognizes the grant-date fair value of VWAPs as compensation expense on a straight-line basis over the three-year performance period. A summary of the PSUs issued is as follows: (in thousands except per share amounts) Number of PSUs Weighted Average Fair Value at Date of Grant Per Unit Unvested units at December 31, 2021 31 $ 332.55 Granted 211 8.26 Vested — — Forfeited (28) 140.58 Unvested units at December 31, 2022 214 $ 38.46 As of December 31, 2022, there was $3.8 million of unamortized share-based compensation expense related to PSUs and these costs are expected to be recognized over a remaining weighted average period of 1.6 years. 2020 Employee Stock Purchase Plan (“2020 ESPP”) On July 7, 2020, the Company adopted the 2020 Employee Stock Purchase Plan (“ESPP”), which became effective on the same date. The purpose of the 2020 ESPP is to provide the Company's eligible employees with an opportunity to purchase designated shares of the Company’s Class A common stock at a price equal to 85% of the lower of the closing price at the beginning or end of each offering period. The number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2021 and ending in 2030, by an amount equal to the lesser of: (i) 1% of the aggregate number of shares of the Company’s Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Company’s board of directors. The number of shares reserved for issuance at December 31, 2022 was 85,854 shares. The Company issued 87,207 and 13,941 shares of Class A common stock through the ESPP for the twelve months ended December 31, 2022 and 2021, respectively. No shares were issued under the ESPP in 2020. The Company recorded share-based compensation expense related to the 2020 ESPP of $0.5 million and $0.4 million for the twelve months ended December 31, 2022 and 2021, respectively. Stock Appreciation Rights On June 6, 2022, the Founders were each granted two stock appreciation rights ("SARs") under the 2020 Plan. The first SAR commenced on June 6, 2022, and the second SAR will commence on or about June 1, 2023. Each SAR will be settled in cash with an aggregate commencement date value equal to $1.5 million (the number of shares to be determined by dividing such value by the per share Black-Scholes valuation as of the date of commencement), will have an exercise price equal to the fair market value of a share of the Company’s common stock on the date of commencement and will vest in full on the third anniversary of the date of commencement. The total initial fair value of the awards were recorded as expense at the time of the grant for the SARs with no future service requirement. The fair value of the awards with a future service requirement will be recognized on a straight-line basis over the requisite service period. The fair value of the SARs is revalued (mark-to-market) each reporting period using the Black-Scholes valuation model based on the Company’s period-end stock price. SARs are liability-classified awards, and as such, are recorded as a liability on the Consolidated Balance Sheet. As of December 31, 2022, the Company had a share-based compensation liability related to the SARs of $5.0 million. Stock Option Repricing On April 25, 2022 and in accordance with the terms of the GoHealth, Inc. 2020 Incentive Award Plan, the Board of Directors approved a stock option repricing (the “Repricing”) where the exercise price of each Relevant Option (as defined below) was reduced to $15.75 per share, the average trailing 20 trading day closing price of the Company’s Class A common stock as of market close on the day of board approval. “Relevant Options” are all outstanding stock options as of April 25, 2022 (vested or unvested) to acquire shares of the Company’s Class A common stock that were issued to currently employed employees prior to April 1, 2022, but excluding stock options granted to certain executive officers. Except for the reduction in the exercise price of the Relevant Options, all outstanding stock options will continue to remain outstanding in accordance with their current terms and conditions. As a result of the Repricing, the Company will record an incremental share-based compensation charge of $1.1 million, of which $0.3 million was recognized on the date of the Repricing, and $0.8 million is recognized over the remaining term of the repriced options. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. Prior to the IPO, the GHH, LLC membership structure included Preferred Units, Senior Preferred Earnout Units, Class A common units, Class B common units and Profit Units. The Company analyzed the calculation of earnings per unit for periods prior to the IPO using the two-class method and determined that it resulted in values that would not be meaningful to the users of these Consolidated Financial Statements. Therefore, earnings per share information has not been presented for periods prior to the IPO on July 17, 2020. The basic and diluted earnings per share for the twelve months ended December 31, 2020 represent only the period from July 17, 2020 to December 31, 2020. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows: Twelve months ended Dec. 31, (in thousands, except per share amounts) 2022 2021 2020 Numerator: Net loss $ (376,384) $ (534,194) $ (97,200) Less: Net loss attributable to GoHealth, Inc. prior to the IPO — — (25,465) Less: Net loss attributable to non-controlling interests subsequent to the IPO (227,678) (344,837) (52,933) Net loss attributable to GoHealth, Inc. (148,706) (189,357) (18,802) Less: Dividends accrued on redeemable convertible preferred stock 943 — — Net loss attributable to common stockholders (149,649) (189,357) (18,802) Denominator: Weighted-average shares of Class A common stock outstanding—basic 8,445 7,066 5,612 Effect of dilutive securities — — — Weighted-average shares of Class A common stock outstanding—diluted 8,445 7,066 5,612 Net loss per share of Class A common stock—basic and diluted $ (17.72) $ (26.80) $ (3.35) The following number of shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Class A common stock issuable pursuant to equity awards 1,534 489 177 Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock 3,855 — — Class B common stock 13,054 13,690 15,799 Shares of Class B common stock do not share in earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has not been presented. Shares of Series A redeemable convertible preferred stock are not participating securities as holders receive a contractual dividend. Accordingly, separate presentation of loss per share of Series A redeemable convertible preferred stock under the two-class method has not been presented. For periods prior to the IPO, the reported income taxes represent those of GHH, LLC. As a result of the IPO, the Company became subject to U.S. federal and certain state and local income taxes with respect to its allocable share of any taxable income or loss generated by GHH, LLC. There was no pro forma impact on loss per share to reflect income tax expense at an effective tax rate as the Company determined it is not more likely than not that the tax benefits associated with the deferred tax assets arising from the IPO will be realized. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes on the income allocated to it from GHH, LLC based upon the Company’s economic interest in GHH, LLC. The Company is the sole managing member of GHH, LLC and, as a result, consolidates the financial results of GHH, LLC. GHH, LLC is a limited liability company taxed as a partnership for income tax purposes, and the subsidiaries of GHH, LLC are limited liability companies for income tax purposes except for a subsidiary and its foreign subsidiary, which are taxed as a corporation and foreign disregarded entity, respectively. As such, GHH, LLC does not pay any federal income taxes, as income or loss is included in the tax returns of the individual members. Additionally, certain wholly-owned entities taxed as corporations are subject to federal, state, and foreign income taxes in the jurisdictions in which they operate, and accruals for such taxes are included in the Consolidated Financial Statements. For periods prior to the IPO, the Company’s taxes represent those of GHH, LLC. The components of income (loss) before income taxes are as follows: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Domestic $ (376,121) $ (534,929) $ (98,297) Foreign 501 711 1,140 Income (loss) before income taxes $ (375,620) $ (534,218) $ (97,157) The components of income tax expense (benefit) are as follows: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Current income taxes: Federal $ 6 $ (87) $ (89) State and local 100 65 231 Foreign 183 256 91 Total current income taxes 289 234 233 Deferred income taxes: Federal 348 (190) (106) State and local 124 (68) (84) Foreign 3 — — Total deferred income taxes 475 (258) (190) Income tax expense (benefit) $ 764 $ (24) $ 43 A reconciliation of the U.S. statutory income tax rate to our effective income tax rate is as follows: Twelve months ended Dec. 31, 2022 2021 2020 U.S. statutory tax rate 21.0 % 21.0 % 21.0 % State taxes, net of the federal benefit 1.8 % 1.6 % 0.4 % Loss attributable to non-controlling interests (12.7) % (13.5) % (11.4) % Change in valuation allowance (10.2) % (10.6) % (3.7) % Change in deferred tax rate 0.0 % 1.4 % 0.0 % Non-deductible expenses (0.1) % 0.0 % (5.5) % Other 0.0 % 0.1 % (0.8) % Effective tax rate (0.2) % 0.0 % 0.0 % The Company’s effective tax rate for the twelve months ended December 31, 2022, 2021, and 2020, were (0.2)%, 0.0%, and 0.0%, respectively. For the twelve months ended December 31, 2022, the effective tax rate was impacted by the loss attributable to non-controlling interest and change in valuation allowance. For the twelve months ended December 31, 2021, the effective tax rate was impacted by change in deferred income tax rates, loss attributable to non-controlling interest, and change in valuation allowance. For the twelve months ended December 31, 2020, the effective tax rate was impacted by nondeductible expenses, loss attributable to non-controlling interest, and change in valuation. Deferred Taxes The components of deferred tax assets and liabilities are as follows: Dec. 31, (in thousands) 2022 2021 Deferred tax assets: Basis in partnership investment $ 201,585 $ 162,277 Net operating losses 77,148 59,001 Disallowed business interest 7,887 4,776 Foreign tax credits 548 471 Accrued liabilities 997 468 Lease liabilities 251 24 Fixed assets — 5 Other 648 111 Total gross deferred tax assets 289,064 227,133 Valuation allowance (288,813) (226,636) Total deferred tax assets, net of valuation allowance 251 497 Deferred tax liabilities: Lease assets (248) (24) Total gross deferred tax liabilities (248) (24) Net deferred tax assets $ 3 $ 473 As a result of the Transactions and the IPO, the Company acquired LLC Interests and has recognized a deferred tax asset for the difference between the financial reporting and tax basis of its investment in GHH, LLC. In addition, the Company increased its ownership in GHH, LLC during the years ended December 31, 2022 and 2021, primarily through the redemption of LLC Interests. The Company recognized a deferred tax asset in the amount of $24.0 million for the year ended December 31, 2022 associated with the basis difference in our investment in GHH, LLC upon acquiring these LLC Interests. As of December 31, 2022, the total deferred tax asset related to the basis difference in the Company's investment in GHH, LLC was $201.6 million. The Company records valuation allowances against its deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company routinely evaluates the realizability of its deferred tax assets by assessing the likelihood that its deferred tax assets will be recovered based on all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, estimates of future taxable income, tax planning strategies and results of operations. In projecting future taxable income, the Company considers its historical results and incorporates certain assumptions, including revenue growth and operating margins, among others. Based on the lack of sufficient sources of taxable income, the Company has concluded that materially all of its deferred tax assets will not be realized and has recorded a valuation allowance against all deferred tax assets as of December 31, 2022. As of December 31, 2022, the Company had gross U.S. federal net operating loss carryforwards and state tax net operating loss carryforwards of $302.8 million and $287.6 million, respectively. As of December 31, 2021, the Company had gross U.S. federal net operating loss carryforwards and state tax net operating loss carryforwards of $230.9 million and $230.5 million, respectively. The U.S. federal net operating losses can be carried forward indefinitely as they were generated after 2017. Certain state tax net operating loss carryforwards will begin to expire in 2025. As of December 31, 2022 and 2021, the Company had U.S. federal credits and incentives of $1.0 million and $0.6 million, respectively. Uncertain Tax Positions There were no reserves for uncertain tax positions as of December 31, 2022 and 2021. GoHealth, Inc. was formed in March of 2020 and did not engage in any operations prior to the Transactions and the IPO. GoHealth, Inc. filed its first tax returns for the tax year 2020 in 2021, which is the first tax year subject to examination by taxing authorities for U.S. federal and state income tax purposes. Additionally, although GHH, LLC is treated as a partnership for U.S. federal and state income tax purposes, it is still required to file an annual U.S. Return of Partnership Income, which is subject to examination by taxing authorities for U.S. federal and state income tax purposes. The statute of limitations has expired for tax years through 2018 for GHH, LLC and Creatix, Inc. Inflation Reduction Act On August 16, 2022, U.S. President Joe Biden signed the Inflation Reduction Act, aimed to curb the impacts of inflation. The Inflation Reduction Act contains federal income tax provisions which, among other things; (i) enact a new 15% corporate minimum tax that would apply based on annual income posted in a corporation’s financial statement, rather than the corporation’s taxable income, effective on January 1, 2023; and (ii) apply a 1% tax on the value of stock buybacks corporations choose to execute, effective January 1, 2023. The Inflation Reduction Act provisions currently do not have a material impact on the Company’s financial statements. Tax Receivable Agreement Pursuant to the Company’s election under Section 754 of the Internal Revenue Code (the “Code”), the Company expects to obtain an increase in its share of the tax basis in the net assets of GHH, LLC when LLC Interests are redeemed or exchanged by the Continuing Equity Owners. The Company intends to make an election under Section 754 of the Code for each taxable year in which a redemption or exchange of LLC Interest occurs. The Company intends to treat any redemptions and exchanges of LLC Interests by the Continuing Equity Owners as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the IPO, the Company entered into the Tax Receivable Agreement with GHH, LLC, the Continuing Equity Owners and the Blocker Shareholders that will provide for the payment by the Company to the Continuing Equity Owners and the Blocker Shareholders of 85% of the amount of tax benefits, if any, that the Company actually realizes (or in some circumstances is deemed to realize) as a result of (1) the Company’s allocable share of existing tax basis acquired in connection with the Transactions (including the Blocker Company’s share of existing tax basis) and increases to such allocable share of existing tax basis; (2) increases in tax basis resulting from (a) the Company’s purchase of LLC Interests directly from GHH, LLC and the partial redemption of LLC Interests by GHH, LLC, (b) future redemptions or exchanges (or deemed exchanges in certain circumstances) of LLC Interests for Class A common stock or cash, and (c) certain distributions (or deemed distributions) by GHH, LLC; and (3) certain additional tax benefits arising from payments made under the Tax Receivable Agreement. The Company may benefit from the remaining 15% of any tax benefits that the Company actually realizes. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Revenue Recognition for Variable Consideration The Company’s variable consideration includes the total estimated lifetime value (“LTV”) it expects to receive for selling an insurance product after the health plan partner approves an application. The consideration is variable based on the amount of time it estimates a policy will remain in force, which is based on historical experience or health plan partner experience to the extent available, industry data, and expectations as to future retention rates. Additionally, the Company considers the application of a constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. Due to lower persistency observed during the twelve months ended 2022 and 2021 and declining LTV estimates, the Company applied an incremental LTV constraint to all Medicare policies sold in fiscal year 2022 and the fourth quarter of 2021. On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, reviews and monitors changes in the data used to estimate LTV, as well as the cash received for each vintage as compared to the original estimates. The difference between cash received for each vintage and the respective estimated LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period vintages. Changes in LTV may result in an increase or a decrease to revenue and a corresponding change to commissions receivable. The Company analyzes these differences and to the extent the Company believes differences in the estimates are indicative of a change to prior period LTVs, the Company will adjust revenue for the affected vintages at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Based on market and retention trends observed during the Medicare annual enrollment period in the fourth quarter, the Company recorded negative revenue adjustments of $275.7 million, $165.3 million and $2.0 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively, as changes in estimates relating to performance obligations satisfied in prior periods. Disaggregation of Revenue The table below depicts the disaggregation of revenue by product, and is consistent with how the Company evaluates its financial performance: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Commission revenue: Medicare: Medicare Advantage $ 332,385 $ 858,623 $ 630,260 Medicare Supplement 758 3,217 7,023 Prescription Drug Plans 3,861 7,813 3,579 Total Medicare 337,004 869,653 640,862 Individual and Family Plan: Fixed Indemnity 666 4,867 15,966 Short-term 391 1,140 5,710 Major Medical 72 1,979 3,089 Total Individual and Family Plan 1,129 7,986 24,765 Ancillary 3,121 3,491 4,728 Small Group 213 133 785 Total commission revenue 341,467 881,263 671,140 Enterprise revenue: Partner Marketing and Enrollment Services 133,135 131,344 164,754 Encompass Revenue 107,336 2,173 652 Direct Partner Campaigns 44,766 45,169 31,245 Other 4,971 2,466 9,559 Total enterprise revenue 290,208 181,152 206,210 Net revenues $ 631,675 $ 1,062,415 $ 877,350 Contract Assets and Liabilities The company records contract assets and contract liabilities from contracts with customers as it relates to commissions receivable, commissions payable and deferred revenue. Commissions receivable represents estimated variable consideration for commissions to be received from health plan partners for performance obligations that have been satisfied. Commissions payable represents estimated commissions to be paid to the Company’s external agents and other partners. Deferred revenue includes amounts collected for partner marketing and enrollment services, Encompass revenue, and technology licensing and implementation fees in advance of the Company satisfying its performance obligations for such customers. The Company had unbilled receivables for performance-based enrollment fees and Encompass revenue as of December 31, 2022 and 2021 of $39.6 million and $20.1 million, respectively, which are recorded in prepaid expenses and other current assets on the Consolidated Balance Sheets. There are no other contract assets or contract liabilities recorded by the Company. For the twelve months ended December 31, 2022, the Company recognized $0.1 million of revenue that was deferred as of December 31, 2021. For the twelve months ended December 31, 2021, the Company recognized $0.2 million of revenue that was deferred as of December 31, 2020. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | LEASES The Company has entered into operating agreements with lease periods expiring between 2023 and 2032. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Components of lease expense are as follows, all recorded within operating expenses in the Consolidated Statements of Operations: Twelve months ended Dec. 31, (in thousands) 2022 2021 Finance lease cost (1) $ 102 $ 340 Operating lease cost 8,286 7,815 Short-term lease cost (2) 420 474 Variable lease cost (3) 689 134 Sublease income (1,243) (366) Total net lease expense $ 8,254 $ 8,397 (1) Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in operating expenses and interest expense in the Consolidated Statements of Operations. (2) Includes costs related to leases, which at the commencement date, have a lease term of 12 months or less. (3) Includes costs incurred by the Company for the right to use an underlying asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. The Company recognized rent expense of $6.7 million for the twelve months ended December 31, 2020. As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in a $25.3 million operating lease impairment charge during the second and third quarters of 2022. The Company recorded a $1.1 million operating lease impairment charge during the third quarter of 2021. Refer to Note 3. “Fair Value Measurements” for further details. As of December 31, 2022, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases 2023 12,500 2024 8,042 2025 6,719 2026 5,544 2027 5,699 Thereafter 26,317 Total lease payments $ 64,821 Less: Imputed interest (17,480) Present value of lease liabilities $ 47,341 Supplemental cash flow information related to leases are as follows: Dec. 31, (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,380 $ 6,652 Operating lease assets obtained in exchange for new lease obligations (1) $ 26,405 $ 1,831 Reduction in operating lease ROU assets and lease liabilities due to reassessment of lease terms $ 4,155 $ — (1) On May 12, 2020, the Company entered into a lease agreement with Wilson Tech 5, LLC, for a proposed site in Lindon, Utah, which commenced on June 8, 2022. The weighted average remaining operating lease term and discount rate are as follows: Dec. 31, 2022 2021 Weighted average remaining lease term (in years) 7.5 years 4.2 years Weighted average discount rate 8.1 % 6.2 % |
Leases | LEASES The Company has entered into operating agreements with lease periods expiring between 2023 and 2032. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Components of lease expense are as follows, all recorded within operating expenses in the Consolidated Statements of Operations: Twelve months ended Dec. 31, (in thousands) 2022 2021 Finance lease cost (1) $ 102 $ 340 Operating lease cost 8,286 7,815 Short-term lease cost (2) 420 474 Variable lease cost (3) 689 134 Sublease income (1,243) (366) Total net lease expense $ 8,254 $ 8,397 (1) Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in operating expenses and interest expense in the Consolidated Statements of Operations. (2) Includes costs related to leases, which at the commencement date, have a lease term of 12 months or less. (3) Includes costs incurred by the Company for the right to use an underlying asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. The Company recognized rent expense of $6.7 million for the twelve months ended December 31, 2020. As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in a $25.3 million operating lease impairment charge during the second and third quarters of 2022. The Company recorded a $1.1 million operating lease impairment charge during the third quarter of 2021. Refer to Note 3. “Fair Value Measurements” for further details. As of December 31, 2022, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases 2023 12,500 2024 8,042 2025 6,719 2026 5,544 2027 5,699 Thereafter 26,317 Total lease payments $ 64,821 Less: Imputed interest (17,480) Present value of lease liabilities $ 47,341 Supplemental cash flow information related to leases are as follows: Dec. 31, (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,380 $ 6,652 Operating lease assets obtained in exchange for new lease obligations (1) $ 26,405 $ 1,831 Reduction in operating lease ROU assets and lease liabilities due to reassessment of lease terms $ 4,155 $ — (1) On May 12, 2020, the Company entered into a lease agreement with Wilson Tech 5, LLC, for a proposed site in Lindon, Utah, which commenced on June 8, 2022. The weighted average remaining operating lease term and discount rate are as follows: Dec. 31, 2022 2021 Weighted average remaining lease term (in years) 7.5 years 4.2 years Weighted average discount rate 8.1 % 6.2 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Legal Proceedings In September 2020, three purported securities class action complaints were filed in the United States District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and certain underwriters, private equity firms, and investment vehicles alleging that the Registration Statement filed in connection with the IPO was negligently prepared and, as a result, contained untrue statements of material fact, omitted material facts necessary to make the statements contained therein not misleading, and failed to make necessary disclosures required under the rules and regulations governing its preparation, including the Securities Act of 1933 (the “Securities Class Action”). Compensatory damages and reasonable costs and expenses incurred in the Securities Class Action were sought by the plaintiffs. On December 10, 2020, the court in the earliest filed action consolidated the three complaints, appointed lead plaintiffs and lead counsel for the consolidated action, and captioned the consolidated action “In re GoHealth, Inc. Securities Litigation.” On February 25, 2021, lead plaintiffs filed a consolidated complaint. On April 26, 2021, the Company and officer and director defendants filed a motion to dismiss the complaint. On April 5, 2022, that motion was denied. On May 31, 2022, the Company and officer and director defendants filed an answer to the consolidated complaint and, on June 21, 2022, they filed an amended answer. On September 23, 2022, lead plaintiffs filed a motion for class certification, which remains pending. The court has not yet set a trial date. On May 19, 2021, a derivative action (the “Derivative Action”) was filed in the United States District Court for the Northern District of Illinois, purportedly on behalf of the Company and against certain of the Company’s officers and directors, alleging breaches of fiduciary duty and other claims, based on substantially the same factual allegations as in the Securities Class Action. On June 6, 2022, the Derivative Action was stayed pursuant to the parties’ stipulation. The Company disputes each claim in the above referenced matters and intends to defend the pending actions noted above. The ultimate outcome of any damages that may become payable if its defense is unsuccessful in whole or in part is not probable nor estimable at this time. While the Company feels confident in its defense of these pending matters, there can be no assurance that it will prevail and that any damages that may be awarded will not be material to the results of operations or financial condition of the Company. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS The Company is party to various lease agreements with 214 W Huron LLC, 220 W Huron Street Holdings LLC, 215 W Superior LLC, and Wilson Tech 5, LLC, each of which are controlled by significant shareholders of the Company, to lease its corporate offices in Chicago, Illinois and Lindon, Utah. The Company pays rent, operating expenses, maintenance, and utilities under the terms of the leases. For the twelve months ended December 31, 2022, 2021 and 2020, the Company made aggregate lease payments of $3.9 million, $1.3 million, and $1.4 million, respectively, under these leases. On January 1, 2020, the Company entered into a non-exclusive aircraft dry lease agreement with an entity wholly-owned and controlled by certain significant shareholders of the Company. The agreement allows the Company to use an aircraft owned by this entity for business and on an as-needed basis. The agreement has no set term and is terminable without cause by either party upon 30 days’ prior written notice. Under the agreement, the Company is required to pay $6,036.94 per flight hour for use of the aircraft. For the twelve months ended December 31, 2022, 2021 and 2020, the Company recorded expense of $0.6 million, $1.2 million and $1.4 million, respectively, under this lease. |
Operating Segments and Signific
Operating Segments and Significant Customers | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Operating Segments and Significant Customers | OPERATING SEGMENTS AND SIGNIFICANT CUSTOMERS Operating Segments The Company reports segment information based on how the Company’s chief operating decision maker (“CODM”) regularly reviews operating results, allocates resources and makes decisions regarding business operations. The performance measures of the segments include total revenue and profit (loss). For segment reporting purposes in accordance with ASC 280-10, Segment Reporting , the Company’s business structure is comprised of four operating and reportable segments: Medicare Internal and External: The Medicare internal and external segments consist primarily of revenues earned from sales of Medicare Advantage, Medicare Supplement, Prescription Drug Plans, and Medicare Special Needs Plans (or “SNPs”), for multiple health plan partners. Individual and Family Plan and Other (“IFP and Other”) Internal and External: The IFP and Other internal and external segments consist primarily of revenues earned from sales of individual and family plans, dental plans, vision plans and other ancillary plans to individuals that are not Medicare-eligible. The Internal and External segments relative to both Medicare and IFP are defined as follows: Internal: The two internal segments primarily consist of sales of products and plans by Company-employed agents offering qualified prospects plans from multiple health plan partners, Company-employed agents offering qualified prospects plans on a health plan partner-specific basis, or sales of products and plans through our online platform without the assistance of our agents (do-it-yourself or “DIY”). The Company earns revenue in this channel through commissions paid by health plan partners based on sales the Company generates, as well as enrollment fees, hourly fees and other fees for services performed for specific health plan partners and other partners. External: The two external segments represent sales of products and plans under the Company’s health plan partner contracts using an independent, national network of agents who are not employed by Company. These agents utilize the Company’s technology and platform to enroll consumers in health insurance plans and provide a means to earn a return on leads that otherwise may have not been addressed. The Company also sells insurance prospects (or “leads”) to agencies within this channel. The Company earns revenue in this channel through commissions paid by health plan partners as a result of policy sales, as well as sales of leads to external agencies. The following table presents summary results of the Company’s operating segments for the periods indicated: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Revenues: Medicare: Internal channel $ 421,273 $ 844,894 $ 667,293 External channel 189,886 189,563 155,660 Total Medicare 611,159 1,034,457 822,953 IFP and Other: Internal channel 17,972 19,687 32,271 External channel 2,544 8,271 22,126 Total IFP and Other 20,516 27,958 54,397 Net revenues 631,675 1,062,415 877,350 Segment profit (loss): Medicare: Internal channel (43,382) 84,345 296,865 External channel (31,260) 2,622 5,944 Total Medicare (74,642) 86,967 302,809 IFP and Other: Internal channel 4,654 2,819 4,269 External channel (1,502) 245 1,910 Total IFP and Other 3,152 3,064 6,179 Segment profit (loss) (71,490) 90,031 308,988 Corporate expense 115,590 97,807 259,778 Amortization of intangible assets 94,057 94,056 94,056 Operating lease impairment charges 25,345 1,062 — Restructuring and other related charges 12,184 — — Change in fair value of contingent consideration liability — — 19,700 Loss on extinguishment of debt — 11,935 — Goodwill impairment charges — 386,553 — Interest expense 57,069 33,505 32,969 Other (income) expense, net (115) (669) (358) Income (loss) before income taxes $ (375,620) $ (534,218) $ (97,157) There are no internal revenue transactions between the Company’s operating segments. Substantially all revenue for the periods presented was generated from customers located in the United States. The Company’s CODM does not separately evaluate assets by segment, and therefore assets by segment are not presented. The Company’s assets are primarily located in the United States. Significant Customers The following table presents health plan partners representing 10% or more of the Company’s total revenue for the periods indicated: Twelve months ended Dec. 31, 2022 2021 2020 Humana 26 % 28 % 40 % Elevance 23 % 22 % 29 % United 18 % 16 % 13 % Centene 11 % 17 % 9 % |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | RESTRUCTURING COSTSDuring the second and third quarters of fiscal year 2022, the Company implemented restructuring initiatives as part of its strategic transformation to drive efficiency and optimize costs. On June 3, 2022, the Board approved the separation and replacement of key management roles, including Chief Operating Officer, Chief Financial Officer, Chief Strategy Officer, and President. On August 9, 2022, the Company eliminated 828 full-time positions, representing approximately 23.7% of the workforce, primarily within the customer care and enrollment group. The majority of the restructuring charges incurred relate to employee termination benefits and will be settled in cash through the second quarter of 2024. The restructuring activities related to this plan were materially complete as of December 31, 2022. The Company evaluates restructuring charges in accordance with ASC 420 Exit or Disposal Cost Obligations and ASC 712 Compensation—Nonretirement Post-Employment Benefits. The components of the restructuring and other related charges are as follows: (in thousands) Twelve months ended Dec. 31, 2022 Employee termination benefits (1) $ 11,076 Other associated costs (2) 1,108 Total restructuring and other related charges $ 12,184 (1) Employee termination benefits primarily consist of employee severance and benefits that will be settled in cash. (2) Other associated costs primarily consist of the non-cash acceleration of agent licensing fees as well as legal expenses incurred in connection with the reduction-in-force. The following table provides the changes in the Company’s restructuring and other related charges that will be settled in cash, included in accrued liabilities on the Consolidated Balance Sheets: (in thousands) Restructuring charges Balance at January 1, 2022 $ — Charges incurred 11,208 Cash paid (9,125) Balance at December 31, 2022 $ 2,083 |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies In connection with the Company’s IPO, the Company completed a series of organizational transactions (the “Transactions”). The Transactions included: • The amendment and restatement of the existing limited liability company agreement of GHH, LLC to, among other things, (1) recapitalize all existing ownership interests in GHH, LLC (including profits units awarded under the existing limited liability company agreement of GHH, LLC) and (2) appoint the Company as the sole managing member of GHH, LLC upon its acquisition of LLC Interests in connection with the IPO; • the amendment and restatement of the Company’s certificate of incorporation to, among other things, provide for (1) Class A common stock, with each share of the Company’s Class A common stock entitling its holder to economic rights and one vote per share on all matters presented to stockholders generally and (2) Class B common stock, with each share of the Company’s Class B common stock being a non-economic share but entitling its holder to one vote per share on all matters presented to stockholders generally (provided that shares of Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees); • the issuance of 20,532,004 shares of the Company's Class B common stock, including the issuance of 15,293,288 such shares to the Continuing Equity Owners, which is equal to the number of LLC Interests held directly or indirectly by such Continuing Equity Owners immediately following the Transactions, for nominal consideration; • the issuance of 2,900,000 shares of the Company’s Class A common stock to the purchasers in the IPO in exchange for net proceeds, after taking into account the underwriting discount and offering expenses payable by the Company, of approximately $852.4 million; • the acquisition by the Company of the Blocker Company in a merger transaction (the “Blocker Merger”), which Blocker Company held 3,033,551 LLC interests and a corresponding amount of the Company’s Class B common stock (which shares were cancelled after the Blocker Merger), in exchange for 2,712,197 shares of the Company’s Class A common stock and payment of $96.2 million in cash to Blocker Shareholders; • the use of the remaining net proceeds from the IPO to (i) pay $508.3 million in cash to redeem 1,698,645 LLC Interests held directly or indirectly by the Continuing Equity Owners, (ii) satisfy in full $100.0 million in aggregate face amount of senior preferred earnout units in connection with the Transactions and (iii) use for general corporate purposes; and • the Company entered into (1) a stockholders’ agreement with Centerbridge and NVX Holdings, Inc., (2) a registration rights agreement with certain of the Continuing Equity Owners and (3) a tax receivable agreement with GHH, LLC, the Continuing Equity Owners and the Blocker Shareholders. In connection with the IPO, the Company became the sole managing member of GHH, LLC and controls the management of GHH, LLC. As a result, the Company consolidates GHH, LLC’s financial results in its Consolidated Financial Statements and reports non-controlling interests for the economic interest in GHH, LLC held by the Continuing Equity Owners. Substantially concurrently with the consummation of the IPO, the existing limited liability company agreement of GHH, LLC was amended and restated to, among other things, recapitalize its capital structure by creating a single new class of units (the “common units”) and provide for a right of redemption of common units (subject in certain circumstances to time-based vesting requirements and certain other restrictions) in exchange for, at the Company’s election, cash or newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption, the Company will receive a corresponding number of common units, increasing the Company’s total ownership interest in GHH, LLC. Immediately following the completion of the Transactions and the IPO, the Company owned 26.8% of the economic interests in GHH, LLC, while the Continuing Equity Owners owned the remaining 73.2% of the economic interests in GHH, LLC. Net income and loss is allocated to the Continuing Equity Owners on a pro rata basis, assuming that any Class B common units that are subject to time-based vesting requirements are fully vested. The net loss attributable to non-controlling interests for the twelve months ended December 31, 2022, 2021 and 2020 represents the Continuing Equity Owners’ pro rata share of net loss of the Company for the period subsequent to the IPO. GHH, LLC is a holding company with no operating assets or operations and was formed to acquire a 100% equity interest in Norvax, LLC (“Norvax”). GHH, LLC owns 100% of Blizzard Midco, LLC, which owns 100% of Norvax. For all of the periods reported in these Consolidated Financial Statements, GHH, LLC has not and does not have any material operations on a standalone basis and all of the operations of GHH, LLC are carried out by Norvax. On August 15, 2019, GHH, LLC entered a series of arrangements to acquire 100% of the equity interest in Norvax. On September 13, 2019, Blizzard Merger Sub LLC, a transitory merger company of Blizzard Midco, LLC, merged into Norvax, with Norvax continuing as the surviving limited liability company and GHH, LLC's operating entity (the “Acquisition”). The Acquisition’s purchase price allocation was final as of September 30, 2020 with no adjustments made in the measurement period. The accompanying Consolidated Financial Statements include the accounts of the Company and its controlled subsidiaries. The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions are eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current period presentation. These reclassifications had no impact on the Company’s financial position, results of operations, or cash flows. All share and per share amounts have been retroactively adjusted to reflect the one-for-fifteen reverse stock split. See Note 6. “Stockholders' Equity” for more information. |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash includes all deposits in banks. The Company maintains its cash balances at financial institutions in the United States and Europe. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable, unbilled receivables and commissions receivable. The maximum exposure risk of these accounts is equal to the amounts stated on the Company’s Consolidated Balance Sheets. The Company places its cash with high-credit-quality financial institutions and, at times, such deposits may be in excess of federally insured limits. To date, the Company has not experienced any losses on its cash balances and periodic evaluations of the relative credit standing of the financial institutions are performed. Accounts receivable, unbilled receivables and commissions receivable are primarily derived from customers located in North America. The Company performs ongoing credit evaluations of customers’ financial condition and requires no collateral from customers. The Company maintains an allowance for doubtful accounts and credit losses based upon the expected collectability of accounts receivable, unbilled receivables and commissions receivable. |
Foreign Currency | Foreign Currency The Company is exposed to currency fluctuations from certain vendors that transact business in Euros. Assets and liabilities of the Company’s foreign affiliate in Slovakia, which uses the local currency as its functional currency, are translated at period-end exchange rates, and income and expense items are translated at a rate that approximates the average exchange rate for the period. Translation adjustments are included as a component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other (income) expense, net and are immaterial for all periods presented. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and typically do not bear interest. The Company provides allowances for doubtful accounts related to accounts receivable for estimated losses resulting from the inability of its customers to make required payments. The Company takes into consideration the overall quality of the receivables portfolio, along with specifically identified customer risks in establishing allowances. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined the receivable is uncollectible. |
Commissions Receivable, Commissions Payable and Revenue Recognition | Commissions Receivable Commissions receivable are contract assets that represent estimated variable consideration for commissions to be received from insurance health plan partners for performance obligations that have been satisfied. The current portion of commissions receivable are future commissions expected to be received within one year, while the non-current portion of commissions receivable are expected to be received beyond one year. The Company estimates the allowance for credit losses using available information from internal and external sources, related to historical experiences, current conditions and forecasts. Our estimates of loss given default are determined by using our historical collections data as well as historical information obtained through our research and review of other peer companies. Our estimated exposure of default is determined by applying these internal and external factors to our commission receivable balances. Commissions Payable Commissions payable represent the estimated share of policy commissions earned by the Company’s external channel agents. The current portion of commissions payable are future commissions expected to be paid within one year, while the non-current portion of commissions payable are expected to be paid beyond one year. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers . The Company is compensated by the receipt of commission payments from health insurance health plan partners whose health insurance policies are purchased through the Company’s ecommerce platforms or customer care centers. The Company also generates revenue from non-commission revenue sources, which it refers to as enterprise revenue and which include Encompass services, providing partner marketing and enrollment services, dedicated insurance agent resources for health plan partner-specific programs, sales of insurance leads to other marketing agencies and health plan partners and the implementation and use of the Company’s platform. The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, the Company recognizes revenue for its services in accordance with the following five steps outlined in ASC 606: • Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Payment of commissions typically commences within 60 days from the policy effective date. Payment terms from non-commission revenue are typically 30 days from the invoice date. • Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. • Determination of the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. • Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. • Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer. Commission Revenue The Company recognizes commission revenue from the sale of insurance products at the point when health plan partners approve an insurance application produced by the Company. The Company records as commission revenue the expected amount of initial commissions received from the health plan partners and any renewal commissions to be paid on such placement as long as the policyholder remains with the same insurance product. The Company defines its customer to be the health plan partner. The Company typically enters into contractual agency relationships with health plans partners that are non-exclusive and terminable on short notice by either party for any reason. In addition, health plan partners often can terminate or amend agreements unilaterally on short notice, including provisions in agreements relating to the commission rates paid to the Company by the health plan partners. The amendment or termination of an agreement the Company has with a health plan partner may adversely impact the commissions it is paid on health insurance plans purchased from the health plan partner. Compensation in the form of commissions is received from insurance health plan partners for the multiple types of insurance products sold by the Company on behalf of the health plan partners. For Medicare and non-Medicare eligible products, commission revenue generally represents a percentage of the premium amount expected to be collected by the health plan partner while the policyholder is enrolled in the insurance product, including renewal periods. The Company’s performance obligation is complete when a health plan partner has received and approved an insurance application. As such, the Company recognizes revenue at this point in time, which represents the total estimated lifetime commissions it expects to receive for selling the product after the health plan partner approves an application, net of an estimated constraint. The Company’s consideration is variable based on the amount of time it estimates a policy will remain in force. The Company estimates the amount of variable consideration that it expects to receive based on historical experience or health plan partner experience to the extent available, industry data and expectations as to future retention rates. Additionally, the Company considers application of the constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. The Company monitors and updates this estimate at each reporting date. The Company does not have any remaining performance obligations in its commission contracts with customers. The Company utilizes a practical expedient to estimate commission revenue for each insurance product by applying the use of a portfolio approach to group approved members by the effective month of the relevant policy (referred to as a “vintage”). This allows the Company to estimate the commissions it expects to collect for each vintage by evaluating various factors, including but not limited to, contracted commission rates and expected member churn. The Company’s variable consideration includes estimated and constrained lifetime values as the “constrained LTV” for the plans. The Company’s estimate of commission revenue for each product line is based on a number of assumptions, which include, but are not limited to, estimating conversion of an approved applicant to a paying policyholder, forecasting persistency and forecasting the commission amounts likely to be received per policyholder. These assumptions are based on historical trends and incorporate management’s judgment in interpreting those trends and in applying constraints. On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, reviews and monitors changes in the data used to estimate LTV, as well as the cash received for each vintage as compared to the original estimates. The difference between cash received for each vintage and the respective estimated LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period vintages. Changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or decrease to commissions receivable. The Company analyzes these differences and, to the extent the Company believes differences in the estimates of the cash received are indicative of an increase or decrease to prior period LTVs, the Company will adjust revenue for the affected vintages at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Enterprise Revenue The Company refers to all non-commission revenue collectively as enterprise revenue, which includes the services and products described below. The Company provides enrollment and engagement services through the Encompass Solution by offering Encompass Connect and Encompass Engage to our health plan partners. Encompass Connect is designed to focus on customer acquisition and to provide enrollment related services to our participating partners. Using machine learning technology, our agents aim to effectively qualify and match individuals with the best plan. The Company is compensated for generating and transferring leads to the health plan partners, and revenue is recognized at a point in time the lead is transferred. The Company’s performance obligation is complete when a health plan partner has received a lead, and consideration is variable based on if the lead results in an effective policy and whether that policy remains in force for 90 days. The Company estimates the amount of variable consideration that it expects to receive based on historical experience with commissions revenue or health plan partner experience to the extent available, and expectations as to future retention rates. Encompass Engage includes post-enrollment member outreach and engagement services, including facilitating an onboarding experience customized to a members’ plan and health needs. The Company recognizes Encompass Engage revenue over time based on member retention and providing post-enrollment services. The Encompass Solution also offers value-based care provider engagement, health risk assessments, social determinants of health screening and preferred pharmacy programs. The Company recognizes revenue for the related performance obligation at a point in time. The Company is compensated for partner marketing and enrollment services, based on delivering call volumes or providing marketing services to certain insurance health plan partners. The Company is also compensated with performance-based enrollment fees relating to the enrollment of individuals into health insurance plans. The Company recognizes revenue over time for marketing services and at a point in time for enrollment services. The Company provides direct partner campaigns, where trained agents are dedicated to partner programs that assist in producing health insurance policies. The Company is compensated for the hours incurred on the partner program at the time hours are incurred, and recognizes revenue accordingly. The Company provides certain customers access to its technology platform, where it charges for the implementation and monthly access to the software. This application allows health plan partners the use of the Company’s ecommerce platform to offer their own health insurance policies on their websites and agents to utilize the Company’s technology to power their online quoting, content and application submission processes. Typically, the Company is paid a one-time implementation fee, which it recognizes as control is transferred on a straight-line basis over the estimated term of the customer relationship (generally the initial term of the agreement), commencing once the technology is available for use by the third party. Incremental Costs to Obtain a Contract The Company reviewed its sales compensation plans, which are directed at converting leads into Submissions, and concluded that they are fulfillment costs and not costs to obtain a contract with a health plan partner, which the Company defines as its customer. Additionally, the Company reviewed compensation plans related to personnel responsible for identifying new health plan partners as well as entering into contracts with new health plan partners and concluded that no incremental costs are incurred to obtain such contracts. Deferred Revenue Deferred revenue includes amounts collected from partner marketing and enrollment services, the Encompass Solution, and technology licensing and implementation fees in advance of the Company satisfying its performance obligations for such customers. The Company expects to recognize revenue associated with these remaining performance obligations in the next 12 months. Cost of Revenue Cost of revenue represents payments related to health insurance policies sold to members who were enrolled by partners with whom the Company has commissions revenue-sharing arrangements. In order to enter into a revenue-sharing arrangement, 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. Changes in previous revenue estimates may result in an increase or a decrease to cost of revenue and a corresponding increase or decrease to commissions payable. Revenue Recognition for Variable Consideration The Company’s variable consideration includes the total estimated lifetime value (“LTV”) it expects to receive for selling an insurance product after the health plan partner approves an application. The consideration is variable based on the amount of time it estimates a policy will remain in force, which is based on historical experience or health plan partner experience to the extent available, industry data, and expectations as to future retention rates. Additionally, the Company considers the application of a constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. Due to lower persistency observed during the twelve months ended 2022 and 2021 and declining LTV estimates, the Company applied an incremental LTV constraint to all Medicare policies sold in fiscal year 2022 and the fourth quarter of 2021. |
Property Equipment, and Capitalized Software, Net | Property, Equipment, and Capitalized Software, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives as follows: Asset Description Estimated Useful Life Computer equipment and software 3 years Office equipment and furniture 7 years Leasehold improvements Lesser of useful life (typically 5 years) or remaining lease term Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The Company accounts for costs incurred to develop and maintain source code software and other internally developed software applications, primarily consisting of employee-related and third-party contractor costs, pursuant to Accounting Standards Codification (“ASC”) Topic 350-40, Internal Use Software . Costs incurred during the planning and post-implementation phases of software development are expensed. During the application development phase, costs incurred are capitalized. Capitalized software development costs are amortized over the estimated useful life, which is generally three years. These capitalized costs are recorded within property, equipment, and capitalized software, net, on the Company’s Consolidated Balance Sheets and the amortization is charged to technology expense in the Consolidated Statements of Operations. |
Leases | Leases The Company has entered into operating lease agreements primarily consisting of real estate and data centers. At inception of the arrangement, the Company determines if an arrangement is a lease. If an arrangement contains a lease, the Company recognizes a right-of-use (“ROU”) asset and a lease liability on the Consolidated Balance Sheets at lease commencement. The Company has elected the practical expedient to apply the short-term lease recognition exemption for leases with an initial term of 12 months or less. Operating lease ROU assets represent our right to use an underlying asset and are based upon the lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. Lease liabilities represent the present value of lease payments over the lease term. The implicit rate within each lease is not readily determinable and therefore we use our incremental borrowing rate at the lease commencement date to determine the present value of the lease payments. The determination of the incremental borrowing rate requires judgement. We determined our incremental borrowing rate for each lease using indicative bank borrowing rates, adjusted for various factors including level of collateralization, term and treasury yield curves that align with the terms of a lease. After the lease commencement date, changes to a lease are assessed to determine if it represents a lease modification or a separate contract. If a modification exists, operating lease ROU assets and lease liabilities are remeasured using the present value of remaining lease payments and a revised estimated incremental borrowing rate upon lease modification. We do not include any renewal options in the lease terms for calculating lease liability, as we are not reasonably certain that we will exercise these renewal options at the time of lease commencement or at the time of a lease modification. The Company has lease agreements with lease and nonlease components. The Company elected the practical expedient to not separate nonlease components from the associated lease components and account for each separate lease component and its associated nonlease components as a single lease component. The Company has applied this accounting policy election to all underlying asset classes. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company tests goodwill for impairment on an annual basis in the fourth quarter of each year, on November 30 th , or whenever events or changes in circumstances indicate that the goodwill may be impaired. During the year ended December 31, 2021, the Company recognized goodwill impairment charges of $386.6 million, within "Goodwill impairment charges" in the Consolidated Statement of Operations, representing the full amount of goodwill associated with the Company. See Note 4, "Goodwill and Intangible Assets, Net," for further discussion over the goodwill impairment charges. There was no impairment of goodwill for the twelve months ended December 31, 2020. An intangible asset determined to have an indefinite useful life is not amortized until its useful life is determined to no longer be indefinite. Indefinite-lived intangible assets are evaluated each reporting period to determine whether events and circumstances continue to support an indefinite useful life. Indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired, such as a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant, adverse change that would indicate that the carrying amount of an indefinite-lived intangible asset may not be recoverable. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Significant judgment is applied when goodwill and indefinite-lived intangible assets are assessed for impairment. This judgment may include an assessment of qualitative or quantitative factors, such as developing cash flow projections and selecting appropriate royalty and discount rates. The Company amortizes the cost of definite-lived intangible assets over the respective estimated useful lives on a straight-line basis. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, which include property, equipment, and capitalized software, net, operating lease ROU assets and definite-lived intangible assets, for impairment when facts or circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the assets, the carrying values are reduced to the estimated fair value. Fair values are determined based on quoted market values, discounted cash flows or external appraisals, as applicable. During the year ended December 31, 2022 and 2021, the Company recognized operating lease impairment charges of $25.3 million and $1.1 million, respectively. The operating lease impairment charges reduce the carrying value of the associated ROU assets and leasehold improvements to the estimated fair values. See Note 3, “Fair Value Measurements,” for further discussion around fair value determinations. There was no operating lease impairment charge for the twelve months ended December 31, 2020. |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsThe Company applies the accounting guidance related to fair value measurements and discloses information on all financial instruments reported at fair value that enables an assessment of the inputs used in determining the reported fair values. |
Marketing and Advertising | Marketing and Advertising Marketing expense consists primarily of expenses associated with the Company’s direct, online advertising and marketing partner channels, in addition to compensation (including share-based compensation expense) and other expenses related to marketing personnel who manage campaigns and optimize consumer activity. The Company’s direct channel expenses primarily consist of costs for e-mail marketing and direct mail marketing. Online advertising expenses primarily consist of paid keyword search advertising on search engines. Marketing partner channel expenses primarily consist of fees paid to marketing partners and affiliates. Marketing costs are expensed as incurred. Advertising expenses consist of costs incurred to acquire consumers through online, television and direct mail advertisements. Advertising costs incurred during the twelve months ended December 31, 2022, 2021, and 2020, totaled $178.7 million, $323.3 million, and $156.9 million, respectively. Advertising costs are expensed as incurred. The Company also has arrangements with certain health plan partners that allow the Company to increase marketing efforts, including through direct mail, television advertisements and online advertising for various insurance products that are being offered by these health plan partners. The Company is reimbursed by health plan partners for the incremental marketing efforts and records the amounts received as a reduction of the marketing costs incurred. |
Customer Care and Enrollment | Customer Care and Enrollment Customer care and enrollment expenses primarily consist of compensation (including share-based compensation expense) and benefits costs for enrollment personnel who assist consumers during the insurance policy enrollment and application processes, along with management and support personnel. |
Technology | Technology Technology expense consists primarily of compensation (including share-based compensation expense) and benefits costs for personnel associated with developing and enhancing the Company’s technology platform, data analytics and business intelligence, as well as maintaining the Company’s online presence and integrations with health plan partners and federal marketplaces. Technology expense also includes costs for contracted services and supplies and amortization expense to capitalized software. |
General and Administrative Expenses | General and Administrative ExpensesGeneral and administrative expenses include compensation (including share-based compensation expense) and benefits costs for staff working in the Company’s executive, finance, legal, human resources and facilities departments. These expenses also include depreciation and amortization, except amortization expense to capitalized software, facilities costs and fees paid for outside professional services, including audit, tax, legal and governmental affairs. |
Share-Based Compensation Expense | Share-Based Compensation Expense The Company grants share-based awards, including time-vesting and performance-vesting profit units (collectively, “Profit Units”), restricted stock units (“RSUs”), stock options, performance stock units (“PSUs”) and stock appreciation rights ("SARs"). Compensation expense for time-vesting units, RSUs, stock options and PSUs are recognized on a straight-line basis over the requisite service or performance period for each award. Performance-vesting units contain market conditions and an implied performance condition, which results in compensation cost being recognized when the performance condition is considered probable of being satisfied. Upon completion of the Company’s IPO, the implied performance condition related to the performance-vesting profit units was satisfied, triggering an accelerated vesting of the performance-vesting units and the recognition of the related compensation expense. The estimated grant date fair value of Profit Units and market-based PSUs is determined using a Monte Carlo simulation and Level 3 inputs. The estimated grant date fair value of stock options is determined using a Black-Scholes pricing model. Assumptions utilized in the Monte Carlo simulation and Black-Scholes pricing model for valuing the awards include the expected life of the award, the expected dividend yield, the risk-free interest rate and the expected volatility. The fair value of RSUs and performance-based PSUs are determined based on the stock price on the date of grant. |
401(k) Plan | 401(k) Plan The Company maintains a tax-qualified 401(k) retirement plan (the Plan) that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may defer compensation subject to applicable annual Internal Revenue Code (“Code”) limits. The Plan permits participants to make both pretax and after-tax deferral contributions. These contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are fully vested immediately in their contributions. The Plan is qualified under Section 401(a) of the Code and the related trust is tax-exempt under Section 501(a) of the Code. The Company contributes 50% of the first 4% of compensation a participant contributes to the Plan. These matching contributions are expensed as incurred. The Company recognized expense of $2.3 million, $3.1 million and $1.0 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively, related to these matching contributions. The Company also may make non-elective contributions to the 401(k) plan, which, if made, vest 20% after two years and 20% annually thereafter. |
Contingencies | Contingencies The Company analyzes whether it is probable that an asset has been impaired, or a liability has been incurred, and whether the amount of loss can be reasonably estimated. If the loss contingency is both probable and reasonably estimable, the Company records the loss at management’s best estimate of the loss, or when a best estimate cannot be made, a minimum loss contingency amount is recorded. Legal fees are expensed as incurred. If no accrual is made but the loss contingency is reasonably possible, the nature of the contingency and the corresponding estimated loss, if such an estimate can be made, is disclosed. Loss contingencies include, but are not limited to, possible losses related to legal proceedings and regulatory compliance matters. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method in accordance with ASC Topic 740, Income Taxes . Accordingly, deferred income taxes are provided for the future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. We utilize a two-step approach for evaluating uncertain tax positions. Step one, recognition, requires a company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, measurement, is based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement. We record interest and penalties related to uncertain tax positions as income tax expense in the Consolidated Financial Statements. On a consolidated basis, income from the Company’s Slovakian subsidiary is taxed at a blended U.S. Federal and state statutory rate as it is a C-Corporation for tax purposes. The Slovakian subsidiary records taxes on its income at the Slovakian statutory rate and records tax on its worldwide income at the applicable blended U.S. Federal and state statutory rate, net of the foreign tax credit associated with foreign taxes. |
Seasonality | Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in its fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. As a result, the Company’s Medicare plan-related commission revenue and Encompass revenue are typically highest in the Company’s fourth quarter. The majority of the Company’s individual and family health insurance plans are sold in its fourth quarter during the annual open enrollment period as defined under the federal Patient Protection and ACA and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of the open enrollment period, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. As a result, the Company’s individual and family plan-related commission revenue is typically highest in the Company’s fourth quarter. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The amendments in ASU 2020-06 eliminate two of the three accounting models that require separate accounting for convertible features of debt securities, simplify the contract settlement assessment for equity classification, require the use of the if-converted method for all convertible instruments in the diluted earnings per share calculation and expand disclosure requirements. The Company adopted ASU 2020-06 on January 1, 2022, and the adoption did not have an impact on the Consolidated Financial Statements and related disclosures. In March 2020 the FASB issued ASU No. 2020-04, Reference Rate Reform (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. The new guidance allows entities to prospectively account for contract modifications within the scope of ASC 848. Therefore, such modifications will not require entities to remeasure the modified contract at the modification date or to reassess a prior accounting conclusion. The guidance may be applied upon issuance of ASC 848 through December 31, 2024, as amended by ASU 2022-06, Reference Rate Reform (ASC 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”), which extended the final sunset date from December 31, 2022 to December 31, 2024. The Company adopted ASC 848 on March 15, 2023 upon the entry into Amendment No.10 to the Company’s Credit Agreement, as further discussed in Note 5, “Long-Term Debt.” The adoption did not have an impact on the Consolidated Financial Statements and related disclosures. |
Description of Business and S_3
Description of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Property, Equipment and Capitalized Software Estimated Useful Lives | Depreciation is computed using the straight-line method over the estimated useful lives as follows: Asset Description Estimated Useful Life Computer equipment and software 3 years Office equipment and furniture 7 years Leasehold improvements Lesser of useful life (typically 5 years) or remaining lease term Property, equipment, and capitalized software, net, consist of the following: Dec. 31, (in thousands) 2022 2021 Computer equipment $ 7,872 $ 12,339 Leasehold improvements 9,339 3,157 Office equipment and furniture 1,356 1,263 Property and equipment 18,567 16,759 Capitalized software 24,976 17,840 Less: Accumulated depreciation and amortization (18,261) (10,326) Property, equipment and capitalized software, net $ 25,282 $ 24,273 |
Balance Sheet Accounts (Tables)
Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Commissions Receivable Activity | Commissions receivable activity is summarized as follows: Dec. 31, (in thousands) 2022 2021 Beginning balance $ 1,262,507 $ 810,398 Commission revenue 341,467 881,263 Cash receipts (572,741) (428,313) Allowance for credit losses 200 (841) Ending balance 1,031,433 1,262,507 Less: Commissions receivable - current 335,796 268,663 Commissions receivable - non-current $ 695,637 $ 993,844 |
Summary of Property, Equipment and Capitalized Software, Net | Depreciation is computed using the straight-line method over the estimated useful lives as follows: Asset Description Estimated Useful Life Computer equipment and software 3 years Office equipment and furniture 7 years Leasehold improvements Lesser of useful life (typically 5 years) or remaining lease term Property, equipment, and capitalized software, net, consist of the following: Dec. 31, (in thousands) 2022 2021 Computer equipment $ 7,872 $ 12,339 Leasehold improvements 9,339 3,157 Office equipment and furniture 1,356 1,263 Property and equipment 18,567 16,759 Capitalized software 24,976 17,840 Less: Accumulated depreciation and amortization (18,261) (10,326) Property, equipment and capitalized software, net $ 25,282 $ 24,273 |
Summary of Accrued Liabilities | Accrued liabilities consist of the following: Dec. 31, (in thousands) 2022 2021 Bonuses and commissions $ 23,752 $ 18,583 Payroll 10,865 12,824 Marketing costs 6,949 13,065 Interest expense 179 2,994 Other accrued expenses 11,589 5,322 Accrued liabilities $ 53,334 $ 52,788 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Changes to the Fair value of the Contingent Consideration | (in thousands) Twelve months ended Dec. 31, 2020 Balance at Dec. 31, 2019 $ 242,700 Settlement of 2019 earnout (200,000) 2020 earnout fair value adjustment 19,700 Settlement of 2020 earnout (62,400) Balance at Dec. 31, 2020 $ — |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-lived Amortizable Intangible Assets | The gross carrying amounts, accumulated amortization and net carrying amounts of the Company’s definite-lived amortizable intangible assets, as well as its indefinite-lived intangible trade names, are as follows: Dec. 31, 2022 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 233,829 $ 262,171 Customer relationships 232,000 76,560 155,440 Total intangible assets subject to amortization $ 728,000 $ 310,389 $ 417,611 Indefinite-lived trade names 83,000 Total intangible assets $ 500,611 Dec. 31, 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 162,971 $ 333,029 Customer relationships 232,000 53,360 178,640 Total intangible assets subject to amortization $ 728,000 $ 216,331 $ 511,669 Indefinite-lived trade names 83,000 Total intangible assets $ 594,669 |
Schedule of Indefinite-lived Intangible Trade Names | The gross carrying amounts, accumulated amortization and net carrying amounts of the Company’s definite-lived amortizable intangible assets, as well as its indefinite-lived intangible trade names, are as follows: Dec. 31, 2022 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 233,829 $ 262,171 Customer relationships 232,000 76,560 155,440 Total intangible assets subject to amortization $ 728,000 $ 310,389 $ 417,611 Indefinite-lived trade names 83,000 Total intangible assets $ 500,611 Dec. 31, 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 162,971 $ 333,029 Customer relationships 232,000 53,360 178,640 Total intangible assets subject to amortization $ 728,000 $ 216,331 $ 511,669 Indefinite-lived trade names 83,000 Total intangible assets $ 594,669 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2022, expected annual amortization expense related to intangible assets for each of the five succeeding years is as follows: (in thousands) Developed Technology Customer Relationships Total 2023 $ 70,857 $ 23,200 $ 94,057 2024 70,857 23,200 94,057 2025 70,857 23,200 94,057 2026 49,600 23,200 72,800 2027 — 23,200 23,200 Thereafter — 39,440 39,440 Total $ 262,171 $ 155,440 $ 417,611 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | The Company’s long-term debt consisted of the following: Dec. 31, (in thousands) 2022 2021 Term Loan Facilities $ 518,133 $ 523,403 Revolving Credit Facilities — 155,000 Less: Unamortized debt discount and issuance costs (8,053) (8,018) Total debt 510,080 670,385 Less: Current portion of long-term debt (5,270) (5,270) Total long-term-debt $ 504,810 $ 665,115 |
Schedule of Maturities of Long-Term Debt | Maturities of long-term debt for each of the next five years is as follows: (in thousands) 2023 $ 5,270 2024 5,270 2025 507,593 2026 — 2027 — Thereafter — Total $ 518,133 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation Expenses by Operating Function | The following table summarizes share-based compensation expense by operating function for the periods presented: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Marketing and advertising $ 1,653 $ 2,108 $ 24,890 Customer care and enrollment 2,218 3,775 12,599 Technology 2,924 3,775 33,085 General and administrative (1) 25,329 17,639 145,655 Total share-based compensation expense $ 32,124 $ 27,297 $ 216,229 (1) For the twelve months ended December 31, 2022, share-based compensation expense includes expense related to the stock appreciation rights ("SARs"), which are liability classified awards. |
Summary of Non-option Equity Awards Issued to Employees | A summary of the Profit Units issued is as follows: (in thousands except per share amounts) Number of Time-Vesting Units Weighted Average Grant Date Fair Value Unvested units at Dec. 31, 2021 272 $ 22.65 Granted — — Vested (177) 21.69 Forfeited (47) 22.69 Unvested units at Dec. 31, 2022 48 $ 26.15 |
Schedule of Profit Unit Valuation Assumptions | The fair value of the Profit Units was determined using a Monte Carlo simulation and the following assumptions: Twelve months ended Dec. 31, 2020 Risk free interest rate 1.40% Expected volatility 76.0% Expected life (years) 4.60 Expected dividend yield 0.0% |
Schedule of RSUs Issued | A summary of the RSUs issued is as follows: (in thousands except per share amounts) Number of RSUs Weighted Average Grant Date Fair Value Unvested units at Dec. 31, 2021 165 $ 193.78 Granted 1,834 11.45 Vested (586) 27.03 Forfeited (316) 45.62 Unvested units at Dec. 31, 2022 1,097 $ 20.71 |
Summary of Stock Options Issued to Employees | A summary of the stock options issued to employees is as follows: (in thousands except per share amounts) Number of Stock Options Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1) Outstanding at Dec. 31, 2021 322 $ 127.74 9.0 $ 105 Granted 273 9.66 Exercised (1) 149.07 Forfeited (128) 101.26 Expired (30) 150.59 Outstanding at Dec. 31, 2022 436 $ 62.63 8.8 $ 1 Exercisable at Dec. 31, 2022 85 $ 151.92 7.8 $ 1 (1) The aggregate intrinsic value is calculated as the product between the Company’s closing stock price as of December 31, 2022 and 2021 and the exercise price of in-the-money options as of those dates. |
Schedule of Stock Options Valuation Assumptions | The fair value of stock options with a requisite service period of three Twelve months ended Dec. 31, 2022 Risk free interest rate 1.74% — 3.36% Expected volatility 74.4% — 83.2% Expected life (years) 6.00 — 6.00 Expected dividend yield 0.0% — 0.0% |
Schedule of PSUs Issued | A summary of the PSUs issued is as follows: (in thousands except per share amounts) Number of PSUs Weighted Average Fair Value at Date of Grant Per Unit Unvested units at December 31, 2021 31 $ 332.55 Granted 211 8.26 Vested — — Forfeited (28) 140.58 Unvested units at December 31, 2022 214 $ 38.46 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Loss Per Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows: Twelve months ended Dec. 31, (in thousands, except per share amounts) 2022 2021 2020 Numerator: Net loss $ (376,384) $ (534,194) $ (97,200) Less: Net loss attributable to GoHealth, Inc. prior to the IPO — — (25,465) Less: Net loss attributable to non-controlling interests subsequent to the IPO (227,678) (344,837) (52,933) Net loss attributable to GoHealth, Inc. (148,706) (189,357) (18,802) Less: Dividends accrued on redeemable convertible preferred stock 943 — — Net loss attributable to common stockholders (149,649) (189,357) (18,802) Denominator: Weighted-average shares of Class A common stock outstanding—basic 8,445 7,066 5,612 Effect of dilutive securities — — — Weighted-average shares of Class A common stock outstanding—diluted 8,445 7,066 5,612 Net loss per share of Class A common stock—basic and diluted $ (17.72) $ (26.80) $ (3.35) |
Schedule of Antidilutive Securities Excluded From Calculation of Diluted Loss Per Share | The following number of shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Class A common stock issuable pursuant to equity awards 1,534 489 177 Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock 3,855 — — Class B common stock 13,054 13,690 15,799 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Income Taxes | The components of income (loss) before income taxes are as follows: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Domestic $ (376,121) $ (534,929) $ (98,297) Foreign 501 711 1,140 Income (loss) before income taxes $ (375,620) $ (534,218) $ (97,157) |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Current income taxes: Federal $ 6 $ (87) $ (89) State and local 100 65 231 Foreign 183 256 91 Total current income taxes 289 234 233 Deferred income taxes: Federal 348 (190) (106) State and local 124 (68) (84) Foreign 3 — — Total deferred income taxes 475 (258) (190) Income tax expense (benefit) $ 764 $ (24) $ 43 |
Reconciliation of the Statutory Tax Rate to Our Effective Tax Rate | A reconciliation of the U.S. statutory income tax rate to our effective income tax rate is as follows: Twelve months ended Dec. 31, 2022 2021 2020 U.S. statutory tax rate 21.0 % 21.0 % 21.0 % State taxes, net of the federal benefit 1.8 % 1.6 % 0.4 % Loss attributable to non-controlling interests (12.7) % (13.5) % (11.4) % Change in valuation allowance (10.2) % (10.6) % (3.7) % Change in deferred tax rate 0.0 % 1.4 % 0.0 % Non-deductible expenses (0.1) % 0.0 % (5.5) % Other 0.0 % 0.1 % (0.8) % Effective tax rate (0.2) % 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows: Dec. 31, (in thousands) 2022 2021 Deferred tax assets: Basis in partnership investment $ 201,585 $ 162,277 Net operating losses 77,148 59,001 Disallowed business interest 7,887 4,776 Foreign tax credits 548 471 Accrued liabilities 997 468 Lease liabilities 251 24 Fixed assets — 5 Other 648 111 Total gross deferred tax assets 289,064 227,133 Valuation allowance (288,813) (226,636) Total deferred tax assets, net of valuation allowance 251 497 Deferred tax liabilities: Lease assets (248) (24) Total gross deferred tax liabilities (248) (24) Net deferred tax assets $ 3 $ 473 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The table below depicts the disaggregation of revenue by product, and is consistent with how the Company evaluates its financial performance: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Commission revenue: Medicare: Medicare Advantage $ 332,385 $ 858,623 $ 630,260 Medicare Supplement 758 3,217 7,023 Prescription Drug Plans 3,861 7,813 3,579 Total Medicare 337,004 869,653 640,862 Individual and Family Plan: Fixed Indemnity 666 4,867 15,966 Short-term 391 1,140 5,710 Major Medical 72 1,979 3,089 Total Individual and Family Plan 1,129 7,986 24,765 Ancillary 3,121 3,491 4,728 Small Group 213 133 785 Total commission revenue 341,467 881,263 671,140 Enterprise revenue: Partner Marketing and Enrollment Services 133,135 131,344 164,754 Encompass Revenue 107,336 2,173 652 Direct Partner Campaigns 44,766 45,169 31,245 Other 4,971 2,466 9,559 Total enterprise revenue 290,208 181,152 206,210 Net revenues $ 631,675 $ 1,062,415 $ 877,350 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Expense, Supplemental Cash Flow Information and Weighted Average Remaining Lease Term and Discount Rate | Components of lease expense are as follows, all recorded within operating expenses in the Consolidated Statements of Operations: Twelve months ended Dec. 31, (in thousands) 2022 2021 Finance lease cost (1) $ 102 $ 340 Operating lease cost 8,286 7,815 Short-term lease cost (2) 420 474 Variable lease cost (3) 689 134 Sublease income (1,243) (366) Total net lease expense $ 8,254 $ 8,397 (1) Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in operating expenses and interest expense in the Consolidated Statements of Operations. (2) Includes costs related to leases, which at the commencement date, have a lease term of 12 months or less. (3) Includes costs incurred by the Company for the right to use an underlying asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. Dec. 31, (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,380 $ 6,652 Operating lease assets obtained in exchange for new lease obligations (1) $ 26,405 $ 1,831 Reduction in operating lease ROU assets and lease liabilities due to reassessment of lease terms $ 4,155 $ — (1) On May 12, 2020, the Company entered into a lease agreement with Wilson Tech 5, LLC, for a proposed site in Lindon, Utah, which commenced on June 8, 2022. The weighted average remaining operating lease term and discount rate are as follows: Dec. 31, 2022 2021 Weighted average remaining lease term (in years) 7.5 years 4.2 years Weighted average discount rate 8.1 % 6.2 % |
Schedule of Future Minimum Payments for Finance Leases | As of December 31, 2022, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases 2023 12,500 2024 8,042 2025 6,719 2026 5,544 2027 5,699 Thereafter 26,317 Total lease payments $ 64,821 Less: Imputed interest (17,480) Present value of lease liabilities $ 47,341 |
Schedule of Future Minimum Payments for Operating Leases | As of December 31, 2022, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases 2023 12,500 2024 8,042 2025 6,719 2026 5,544 2027 5,699 Thereafter 26,317 Total lease payments $ 64,821 Less: Imputed interest (17,480) Present value of lease liabilities $ 47,341 |
Operating Segments and Signif_2
Operating Segments and Significant Customers (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Reconciliation of Operating Profit (Loss) From Segments to Consolidated | The following table presents summary results of the Company’s operating segments for the periods indicated: Twelve months ended Dec. 31, (in thousands) 2022 2021 2020 Revenues: Medicare: Internal channel $ 421,273 $ 844,894 $ 667,293 External channel 189,886 189,563 155,660 Total Medicare 611,159 1,034,457 822,953 IFP and Other: Internal channel 17,972 19,687 32,271 External channel 2,544 8,271 22,126 Total IFP and Other 20,516 27,958 54,397 Net revenues 631,675 1,062,415 877,350 Segment profit (loss): Medicare: Internal channel (43,382) 84,345 296,865 External channel (31,260) 2,622 5,944 Total Medicare (74,642) 86,967 302,809 IFP and Other: Internal channel 4,654 2,819 4,269 External channel (1,502) 245 1,910 Total IFP and Other 3,152 3,064 6,179 Segment profit (loss) (71,490) 90,031 308,988 Corporate expense 115,590 97,807 259,778 Amortization of intangible assets 94,057 94,056 94,056 Operating lease impairment charges 25,345 1,062 — Restructuring and other related charges 12,184 — — Change in fair value of contingent consideration liability — — 19,700 Loss on extinguishment of debt — 11,935 — Goodwill impairment charges — 386,553 — Interest expense 57,069 33,505 32,969 Other (income) expense, net (115) (669) (358) Income (loss) before income taxes $ (375,620) $ (534,218) $ (97,157) |
Summary of Revenue by Major Customers by Reporting Segments | The following table presents health plan partners representing 10% or more of the Company’s total revenue for the periods indicated: Twelve months ended Dec. 31, 2022 2021 2020 Humana 26 % 28 % 40 % Elevance 23 % 22 % 29 % United 18 % 16 % 13 % Centene 11 % 17 % 9 % |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Components of Restructuring Charges | The components of the restructuring and other related charges are as follows: (in thousands) Twelve months ended Dec. 31, 2022 Employee termination benefits (1) $ 11,076 Other associated costs (2) 1,108 Total restructuring and other related charges $ 12,184 (1) Employee termination benefits primarily consist of employee severance and benefits that will be settled in cash. |
Components of and Changes in Restructuring and Related Charges | The following table provides the changes in the Company’s restructuring and other related charges that will be settled in cash, included in accrued liabilities on the Consolidated Balance Sheets: (in thousands) Restructuring charges Balance at January 1, 2022 $ — Charges incurred 11,208 Cash paid (9,125) Balance at December 31, 2022 $ 2,083 |
Description of Business and S_4
Description of Business and Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Nov. 10, 2022 | Jul. 17, 2020 USD ($) vote $ / shares shares | Jul. 31, 2020 vote | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 18, 2020 | Aug. 15, 2019 | |
Class of Stock [Line Items] | ||||||||||
Proceeds from initial public offering | $ 0 | $ 0 | $ 852,407,000 | |||||||
Payment of partial consideration of the Blocker Merger | 0 | 0 | 96,165,000 | |||||||
Payments to redeem LLC Interests | $ 508,300,000 | 0 | 0 | 508,320,000 | ||||||
LLC Interests Redeemed (in shares) | shares | 1,698,645 | |||||||||
Payments for equity instruments | $ 100,000,000 | 0 | 0 | 100,000,000 | ||||||
Common units to class A common stock, conversion ratio | 1 | |||||||||
Impairment of goodwill | 0 | 386,553,000 | 0 | |||||||
Operating lease impairment charges | $ 1,100,000 | $ 25,300,000 | $ 25,345,000 | 1,062,000 | 0 | |||||
Revenue from contract with customer, variable consideration, disenrollment period threshold | 90 days | |||||||||
Advertising expenses | $ 178,700,000 | 323,300,000 | 156,900,000 | |||||||
Lease liabilities | 47,341,000 | |||||||||
Cumulative adjustment to stockholders' equity | $ 542,399,000 | 892,490,000 | 1,399,155,000 | |||||||
Cumulative effect, period of adoption, adjustment | Cumulative impact of Topic 326 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cumulative adjustment to stockholders' equity | (539,000) | |||||||||
401(k) Retirement Plan | ||||||||||
Class of Stock [Line Items] | ||||||||||
Employer contribution, percent of match | 50% | |||||||||
Employer matching contribution, percent of employees' gross pay | 4% | |||||||||
Defined contribution plan expense | $ 2,300,000 | $ 3,100,000 | $ 1,000,000 | |||||||
Employer matching contribution, annual vesting percentage | 20% | |||||||||
Vesting period | 2 years | |||||||||
Commission | ||||||||||
Class of Stock [Line Items] | ||||||||||
Payment terms | 60 days | |||||||||
Enterprise | ||||||||||
Class of Stock [Line Items] | ||||||||||
Payment terms | 30 days | |||||||||
Computer equipment and software | ||||||||||
Class of Stock [Line Items] | ||||||||||
Estimated useful life | 3 years | |||||||||
Office equipment and furniture | ||||||||||
Class of Stock [Line Items] | ||||||||||
Estimated useful life | 7 years | |||||||||
Leasehold improvements | ||||||||||
Class of Stock [Line Items] | ||||||||||
Estimated useful life | 5 years | |||||||||
Capitalized software | ||||||||||
Class of Stock [Line Items] | ||||||||||
Estimated useful life | 3 years | |||||||||
Accounts receivable and unbilled receivables | Customer concentration risk | Three customers | ||||||||||
Class of Stock [Line Items] | ||||||||||
Concentration risk, percentage | 85% | 87% | ||||||||
Accounts receivable and unbilled receivables | $ 37,600,000 | $ 28,700,000 | ||||||||
Blocker Company | ||||||||||
Class of Stock [Line Items] | ||||||||||
LLC interests held (in shares) | shares | 3,033,551 | |||||||||
Norvax | GHH, LLC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Equity method investment ownership percentage | 100% | 100% | ||||||||
Norvax | Blizzard Midco | ||||||||||
Class of Stock [Line Items] | ||||||||||
Equity method investment ownership percentage | 100% | |||||||||
Blizzard Midco | GHH, LLC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Equity method investment ownership percentage | 100% | |||||||||
GHH, LLC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Noncontrolling interest ownership percentage held by the Company | 26.80% | |||||||||
Noncontrolling interest ownership percentage held by the Continuing Equity Owners | 73.20% | |||||||||
Blocker Merger | ||||||||||
Class of Stock [Line Items] | ||||||||||
Payment of partial consideration of the Blocker Merger | $ 96,200,000 | |||||||||
Class A Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of votes per common share held | vote | 1 | 1 | ||||||||
Stock split, conversion ratio | 0.0667 | |||||||||
Class A Common Stock | Blocker Merger | ||||||||||
Class of Stock [Line Items] | ||||||||||
Business combination equity interest Issued (in shares) | shares | 2,712,197 | |||||||||
Class A Common Stock | IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued during the period (in shares) | shares | 2,900,000 | |||||||||
Share issue price (in dollars per share) | $ / shares | $ 315 | |||||||||
Proceeds from initial public offering | $ 852,400,000 | |||||||||
Class B common stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of votes per common share held | vote | 1 | 1 | ||||||||
Stock issued for continuing equity owners (in shares) | shares | 20,532,004 | |||||||||
Stock split, conversion ratio | 0.0667 | |||||||||
Class B common stock | Continuing Equity Owners | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued for continuing equity owners (in shares) | shares | 15,293,288 |
Balance Sheet Accounts - Commis
Balance Sheet Accounts - Commissions Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract with Customer, Asset [Roll Forward] | |||
Commission revenue | $ 631,675 | $ 1,062,415 | $ 877,350 |
Less: Commissions receivable - current | 335,796 | 268,663 | |
Commissions receivable – non-current | 695,637 | 993,844 | |
Commission | |||
Contract with Customer, Asset [Roll Forward] | |||
Beginning balance | 1,262,507 | 810,398 | |
Commission revenue | 341,467 | 881,263 | 671,140 |
Cash receipts | (572,741) | (428,313) | |
Allowance for credit losses | 200 | (841) | |
Ending balance | 1,031,433 | 1,262,507 | $ 810,398 |
Less: Commissions receivable - current | 335,796 | 268,663 | |
Commissions receivable – non-current | $ 695,637 | $ 993,844 |
Balance Sheet Accounts - Summar
Balance Sheet Accounts - Summary of Property, Equipment and Capitalized Software, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation and amortization | $ (18,261) | $ (10,326) |
Property, equipment, and capitalized software, net | 25,282 | 24,273 |
Property and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 18,567 | 16,759 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 7,872 | 12,339 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 9,339 | 3,157 |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,356 | 1,263 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized software | $ 24,976 | $ 17,840 |
Balance Sheet Accounts - Narrat
Balance Sheet Accounts - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Depreciation expense | $ 6.4 | $ 9.3 | $ 2.9 |
Amortization expense related to computer software | $ 6.5 | $ 4.2 | $ 1.6 |
Balance Sheet Accounts - Summ_2
Balance Sheet Accounts - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Bonuses and commissions | $ 23,752 | $ 18,583 |
Payroll | 10,865 | 12,824 |
Marketing costs | 6,949 | 13,065 |
Interest expense | 179 | 2,994 |
Other accrued expenses | 11,589 | 5,322 |
Accrued liabilities | $ 53,334 | $ 52,788 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 17, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Operating lease impairment charges | $ 1,100 | $ 25,300 | $ 25,345 | $ 1,062 | $ 0 | |
Impact of five percent increase (decrease) in market rent per square foot on impairment charge | $ 1,000 | |||||
Norvax | 2020 Earnout | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Contingent consideration liability | $ 62,400 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair value of the Contingent Consideration (Details) - Contingent consideration $ in Thousands | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 242,700 |
Ending balance | 0 |
2019 Earnout | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Settlement | (200,000) |
2020 Earnout | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Settlement | (62,400) |
2020 earnout fair value adjustment | $ 19,700 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets, Net - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) reporting_unit segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Goodwill [Line Items] | |||||
Number of reporting units | reporting_unit | 4 | ||||
Number of operating segments | segment | 4 | ||||
Impairment of goodwill | $ 0 | $ 386,553,000 | $ 0 | ||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | ||
Medicare-Internal | |||||
Goodwill [Line Items] | |||||
Impairment of goodwill | $ 380,300,000 | ||||
Medicare-External | |||||
Goodwill [Line Items] | |||||
Impairment of goodwill | $ 6,200,000 | ||||
Weighted average | Developed technology | |||||
Goodwill [Line Items] | |||||
Remaining amortization period | 3 years 9 months 18 days | ||||
Weighted average | Customer relationships | |||||
Goodwill [Line Items] | |||||
Remaining amortization period | 6 years 9 months 18 days | ||||
Medicare—Internal | |||||
Goodwill [Line Items] | |||||
Goodwill recorded | $ 380,300,000 | ||||
Medicare—External | |||||
Goodwill [Line Items] | |||||
Goodwill recorded | $ 6,200,000 |
Goodwill And Intangible Asset_4
Goodwill And Intangible Assets, Net - Summary of Definite-lived and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 728,000 | $ 728,000 |
Accumulated Amortization | 310,389 | 216,331 |
Net Carrying Amount | 417,611 | 511,669 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Net Carrying Amount | 500,611 | 594,669 |
Indefinite-lived trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived trade names | 83,000 | 83,000 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 496,000 | 496,000 |
Accumulated Amortization | 233,829 | 162,971 |
Net Carrying Amount | 262,171 | 333,029 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 232,000 | 232,000 |
Accumulated Amortization | 76,560 | 53,360 |
Net Carrying Amount | $ 155,440 | $ 178,640 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
2023 | $ 94,057 | |
2024 | 94,057 | |
2025 | 94,057 | |
2026 | 72,800 | |
2027 | 23,200 | |
Thereafter | 39,440 | |
Net Carrying Amount | 417,611 | $ 511,669 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 70,857 | |
2024 | 70,857 | |
2025 | 70,857 | |
2026 | 49,600 | |
2027 | 0 | |
Thereafter | 0 | |
Net Carrying Amount | 262,171 | 333,029 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 23,200 | |
2024 | 23,200 | |
2025 | 23,200 | |
2026 | 23,200 | |
2027 | 23,200 | |
Thereafter | 39,440 | |
Net Carrying Amount | $ 155,440 | $ 178,640 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 518,133 | |
Less: Unamortized debt discount and issuance costs | (8,053) | $ (8,018) |
Total debt | 510,080 | 670,385 |
Less: Current portion of long-term debt | (5,270) | (5,270) |
Total long-term-debt | 504,810 | 665,115 |
Term Loan Facilities | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 518,133 | 523,403 |
Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 0 | $ 155,000 |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 5,270 |
2024 | 5,270 |
2025 | 507,593 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total debt | $ 518,133 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | 12 Months Ended | |||||||||||
Mar. 15, 2023 | Nov. 09, 2022 | Aug. 12, 2022 USD ($) | Mar. 14, 2022 USD ($) | Jun. 11, 2021 USD ($) | Mar. 23, 2020 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Nov. 10, 2021 USD ($) | May 07, 2021 USD ($) | Sep. 13, 2019 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Proceeds from share issuance | $ 852,407,000 | |||||||||||
Loss on extinguishment of debt | $ 0 | $ 11,935,000 | 0 | |||||||||
Prepayment premium | $ 0 | 5,910,000 | 0 | |||||||||
Term Loan Facilities | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance costs | $ 1,000,000 | |||||||||||
Periodic payment percentage | 0.25% | |||||||||||
Mandatory prepayment as a percentage of assets sold | 100% | |||||||||||
Period for which net proceeds may be invested (or committed to be invested) and no prepayment required | 12 months | |||||||||||
Term Loan Facilities | Prepayment percentage one | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment as a percentage of principal amount outstanding | 50% | |||||||||||
Term Loan Facilities | Prepayment percentage one | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Net debt to leverage ratio | 4.50 | |||||||||||
Term Loan Facilities | Prepayment percentage two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment as a percentage of principal amount outstanding | 25% | |||||||||||
Term Loan Facilities | Prepayment percentage two | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Net debt to leverage ratio | 4 | |||||||||||
Term Loan Facilities | Prepayment percentage two | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Net debt to leverage ratio | 4.50 | |||||||||||
Term Loan Facilities | Prepayment percentage three | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment as a percentage of principal amount outstanding | 0% | |||||||||||
Term Loan Facilities | Prepayment percentage three | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Net debt to leverage ratio | 4 | |||||||||||
Term Loan Facilities | Class B common stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Shares issued during the period (in shares) | shares | 444,444 | |||||||||||
Proceeds from share issuance | $ 10,000,000 | |||||||||||
Term Loan Facilities | Initial Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 300,000,000 | |||||||||||
Amount outstanding | $ 295,500,000 | |||||||||||
Loss on extinguishment of debt | $ 11,900,000 | |||||||||||
Prepayment premium, percentage | 2% | |||||||||||
Prepayment premium | $ 5,900,000 | |||||||||||
Write-down of deferred financing costs and debt discounts | 6,000,000 | |||||||||||
Mandatory prepayment as a percentage of amount raised on debt issue | 100% | |||||||||||
Term Loan Facilities | Incremental Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | 117,000,000 | |||||||||||
Debt issuance costs | 6,000,000 | |||||||||||
Amount outstanding | $ 113,700,000 | $ 115,000,000 | ||||||||||
Effective interest rate | 11.20% | 7.50% | ||||||||||
Mandatory prepayment as a percentage of amount raised on debt issue | 100% | |||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | 310,000,000 | |||||||||||
Debt issuance costs | $ 1,700,000 | 1,700,000 | ||||||||||
Amount outstanding | $ 305,400,000 | $ 308,400,000 | ||||||||||
Effective interest rate | 11.20% | 11.20% | ||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Alternate Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 6.50% | 6.50% | 5.50% | |||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 7.50% | 7.50% | 6.50% | |||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR) | Subsequent event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate, floor | 0.0100 | |||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR), One Month | Subsequent event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 0.10% | |||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR), Three Months | Subsequent event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 0.15% | |||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR), Six Months | Subsequent event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 0.25% | |||||||||||
Term Loan Facilities | 2021-2 Incremental Term Loans Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 100,000,000 | |||||||||||
Debt issuance costs | $ 2,500,000 | |||||||||||
Amount outstanding | $ 99,000,000 | $ 100,000,000 | ||||||||||
Effective interest rate | 6% | 6% | ||||||||||
Term Loan Facilities | 2021-2 Incremental Term Loans Facility | Alternate Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 6.50% | 5.50% | ||||||||||
Term Loan Facilities | 2021-2 Incremental Term Loans Facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 7.50% | 6.50% | ||||||||||
Revolving Credit Facilities | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 200,000,000 | |||||||||||
Commitment fee percentage | 0.50% | |||||||||||
Remaining borrowing capacity | $ 200,000,000 | $ 45,000,000 | ||||||||||
Revolving Credit Facilities | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 30,000,000 | |||||||||||
Revolving Credit Facilities | Incremental Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 28,000,000 | |||||||||||
Revolving Credit Facilities | Incremental No 4 Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 142,000,000 | |||||||||||
Revolving Credit Facilities | Class A Revolving Commitments | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | 30,000,000 | |||||||||||
Amount outstanding | $ 0 | $ 23,200,000 | ||||||||||
Effective interest rate | 10.40% | 7.50% | ||||||||||
Revolving Credit Facilities | Class A Revolving Commitments | Alternate Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 5.50% | |||||||||||
Revolving Credit Facilities | Class A Revolving Commitments | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 6.50% | |||||||||||
Revolving Credit Facilities | Class B Revolving Commitments | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 170,000,000 | |||||||||||
Amount outstanding | $ 0 | $ 131,800,000 | ||||||||||
Effective interest rate | 7.90% | 5% | ||||||||||
Revolving Credit Facilities | Class B Revolving Commitments | Alternate Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 3% | |||||||||||
Revolving Credit Facilities | Class B Revolving Commitments | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 4% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Nov. 10, 2022 | Sep. 23, 2022 USD ($) day $ / shares shares | Jul. 17, 2020 vote | Jul. 31, 2020 vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | shares | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ratio between the number of shares of Class A common stock issued and the number of LLC Interests owned | 1 | ||||||
Proceeds from sale of Series A redeemable convertible preferred stock | $ | $ 50,000 | $ 0 | $ 0 | ||||
Convertible preferred stock, dividends | $ | 900 | ||||||
Debt instrument, convertible, threshold trading days | day | 20 | ||||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | ||||||
Preferred stock, convertible but not converted, calculation of purchase price, percent of purchaser's original investment amount | 160% | ||||||
Issuance cost payments from issuance of Series A redeemable convertible preferred stock | $ | $ 1,641 | $ 0 | $ 0 | ||||
Maximum | |||||||
Class of Stock [Line Items] | |||||||
Common stock, voting rights, percentage | 0.0999 | ||||||
Continuing Equity Owners and permitted transferees | |||||||
Class of Stock [Line Items] | |||||||
Ratio between the number of shares of Class B common stock owned and the number of LLC Interests owned | 1 | ||||||
GHH, LLC | |||||||
Class of Stock [Line Items] | |||||||
LLC Interests to newly issued Class A common stock, conversion ratio | 1 | ||||||
Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | shares | 1,100,000,000 | 1,100,000,000 | 1,100,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Number of votes per common share held | vote | 1 | 1 | |||||
Preferred stock, convertible, conversion ratio | 1,000 | ||||||
Stock split, conversion ratio | 0.0667 | ||||||
Class B common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | shares | 690,000,000 | 616,259,000 | 587,360,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Number of votes per common share held | vote | 1 | 1 | |||||
Stock split, conversion ratio | 0.0667 | ||||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued (in shares) | shares | 50,000 | 50,000 | 0 | ||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Proceeds from sale of Series A redeemable convertible preferred stock | $ | $ 50,000 | ||||||
Convertible preferred stock, issued, price per share (in dollars per share) | $ 1,000 | ||||||
Convertible preferred stock, shares authorized (in shares) | shares | 50,000 | 50,000 | 50,000 | ||||
Liquidation proceeds per unit (in dollars per share) | $ 1,000 | ||||||
Convertible preferred stock, dividend rate, annual accrual percentage | 0.07 | ||||||
Convertible preferred stock, initial conversion price (in dollars per share) | $ 9.60 | ||||||
Issuance cost payments from issuance of Series A redeemable convertible preferred stock | $ | $ 1,600 | ||||||
Series A Preferred Stock | Minimum | |||||||
Class of Stock [Line Items] | |||||||
Volume weighted average price per share, percentage of temporary equity conversion price | 150% | ||||||
Series A-1 Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | shares | 200,000 | 200,000 | 200,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Temporary equity, convertible, conversion ratio of cash dividends | 1,000 | ||||||
Temporary equity, convertible, conversion ratio of non-cash dividends | 1,000 | ||||||
Series A-1 Convertible Preferred Stock | Minimum | |||||||
Class of Stock [Line Items] | |||||||
Volume weighted average price per share, percentage of temporary equity conversion price | 150% |
Share-Based Compensation Plan_2
Share-Based Compensation Plans - Summary of Share-Based Compensation Expenses by Operating Function (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 32,124 | $ 27,297 | $ 216,229 |
Marketing and advertising | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 1,653 | 2,108 | 24,890 |
Customer care and enrollment | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 2,218 | 3,775 | 12,599 |
Technology | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 2,924 | 3,775 | 33,085 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 25,329 | $ 17,639 | $ 145,655 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Jun. 07, 2022 USD ($) $ / shares shares | Apr. 25, 2022 USD ($) day $ / shares | Jul. 17, 2020 | Jul. 14, 2020 | Jul. 07, 2020 | Sep. 13, 2019 | Sep. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Jun. 06, 2022 USD ($) | Jun. 03, 2022 shares | Dec. 19, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Ratio of LLC Interests to Class B common stock | 1 | ||||||||||||
Share-based compensation expense | $ 32,124 | $ 27,297 | $ 216,229 | ||||||||||
Unamortized share-based compensation expense for stock options | $ 800 | 9,300 | |||||||||||
Trailing trading days for closing price | day | 20 | ||||||||||||
Employees, Excluding Certain Executive Officers | Prior to April 1, 2022 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Outstanding stock options exercise price (in dollars per share) | $ / shares | $ 15.75 | ||||||||||||
Stock Appreciation Rights, Commencing June 1, 2023 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Recorded liability related to SARs | $ 1,500 | ||||||||||||
Stock Appreciation Rights, Commencing June 6, 2022 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Recorded liability related to SARs | $ 1,500 | ||||||||||||
Stock Appreciation Rights (SARs) | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Recorded liability related to SARs | $ 5,000 | ||||||||||||
Volume Weighted Average Price, Scenario One | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percentage of target award | 50% | ||||||||||||
Volume Weighted Average Price, Scenario Two | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percentage of target award | 100% | ||||||||||||
Volume Weighted Average Price, Scenario Three | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percentage of target award | 150% | ||||||||||||
Volume Weighted Average Price, Scenario Four | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percentage of target award | 200% | ||||||||||||
Minimum | Volume Weighted Average Price, Scenario One | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 30 | ||||||||||||
Maximum | Volume Weighted Average Price, Scenario One | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Grant date fair value (in dollars per share) | $ / shares | 45 | ||||||||||||
Maximum | Volume Weighted Average Price, Scenario Two | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Grant date fair value (in dollars per share) | $ / shares | 60 | ||||||||||||
Maximum | Volume Weighted Average Price, Scenario Three | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 90 | ||||||||||||
2020 Incentive Award Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Maximum annual increase in shares initially available for issuance as a percentage of common stock outstanding | 5% | ||||||||||||
Shares reserved for issuance (in shares) | shares | 547,839 | ||||||||||||
2021 Employment Inducement Award Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares reserved for issuance (in shares) | shares | 1,666,666 | 266,667 | |||||||||||
Number of shares available for grant (in shares) | shares | 344,447 | ||||||||||||
Time-Vesting Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percentage of award | 33.33% | ||||||||||||
Requisite service period | 5 years | ||||||||||||
Unamortized share-based compensation expense | $ 1,000 | ||||||||||||
Weighted average period of recognition for unamortized share-based compensation expense | 1 year 10 months 24 days | ||||||||||||
Restricted stock units granted (in shares) | shares | 0 | ||||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 0 | ||||||||||||
Time-Vesting Units | Vesting Installment One | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 20% | ||||||||||||
Time-Vesting Units | Vesting Installment Two | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 20% | ||||||||||||
Time-Vesting Units | Vesting Installment Three | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 20% | ||||||||||||
Time-Vesting Units | Vesting Installment Four | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 20% | ||||||||||||
Time-Vesting Units | Vesting Installment Five | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 20% | ||||||||||||
Performance-Vesting Units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percentage of award | 66.67% | ||||||||||||
Accelerated vesting, related compensation expense | $ 209,300 | ||||||||||||
RSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Requisite service period | 3 years | ||||||||||||
Unamortized share-based compensation expense | $ 15,500 | ||||||||||||
Weighted average period of recognition for unamortized share-based compensation expense | 1 year 4 months 24 days | ||||||||||||
Share-based compensation expense | $ 6,300 | ||||||||||||
Restricted stock units granted (in shares) | shares | 511,111 | 1,834,000 | |||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 11.45 | ||||||||||||
Stock options | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Weighted average period of recognition for unamortized share-based compensation expense | 1 year 2 months 12 days | ||||||||||||
Share-based compensation expense | $ 300 | ||||||||||||
One-time incremental share-based compensation charge | $ 1,100 | ||||||||||||
Stock options | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Requisite service period | 3 years | ||||||||||||
Stock options | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Requisite service period | 4 years | ||||||||||||
PSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Unamortized share-based compensation expense | $ 3,800 | ||||||||||||
Weighted average period of recognition for unamortized share-based compensation expense | 1 year 7 months 6 days | ||||||||||||
Restricted stock units granted (in shares) | shares | 194,444 | 211,000 | 32,579 | ||||||||||
Vesting period | 3 years | 3 years | |||||||||||
Risk free interest rate | 2.90% | 0.20% | |||||||||||
Annualized volatility | 94% | 72% | |||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 8.25 | $ 8.26 | $ 332.55 | ||||||||||
PSUs | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percentage of target award | 0% | ||||||||||||
PSUs | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percentage of target award | 200% | ||||||||||||
Employee Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Maximum annual increase in shares initially available for issuance as a percentage of common stock outstanding | 1% | ||||||||||||
Shares reserved for issuance (in shares) | shares | 85,854 | ||||||||||||
Share-based compensation expense | $ 500 | $ 400 | |||||||||||
ESPP purchase price of common stock, percent of market price | 85% | ||||||||||||
Share-based compensation arrangement by share-based payment award, shares issued in period (in shares) | shares | 87,207 | 13,941 | 0 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans - Summary of Profit Units, RSUs and PSUs (Details) - $ / shares | 12 Months Ended | ||
Jun. 07, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Time-Vesting Units | |||
Number of Units | |||
Unvested units at beginning of period (in shares) | 272,000 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | (177,000) | ||
Forfeited (in shares) | (47,000) | ||
Unvested units at end of period (in shares) | 48,000 | 272,000 | |
Weighted Average Grant Date Fair Value | |||
Unvested units at beginning of period (in dollars per share) | $ 22.65 | ||
Granted (in dollars per share) | 0 | ||
Vested (in dollars per share) | 21.69 | ||
Forfeited (in dollars per share) | 22.69 | ||
Unvested units at end of period (in dollars per share) | $ 26.15 | $ 22.65 | |
RSUs | |||
Number of Units | |||
Unvested units at beginning of period (in shares) | 165,000 | ||
Granted (in shares) | 511,111 | 1,834,000 | |
Vested (in shares) | (586,000) | ||
Forfeited (in shares) | (316,000) | ||
Unvested units at end of period (in shares) | 1,097,000 | 165,000 | |
Weighted Average Grant Date Fair Value | |||
Unvested units at beginning of period (in dollars per share) | $ 193.78 | ||
Granted (in dollars per share) | 11.45 | ||
Vested (in dollars per share) | 27.03 | ||
Forfeited (in dollars per share) | 45.62 | ||
Unvested units at end of period (in dollars per share) | $ 20.71 | $ 193.78 | |
PSUs | |||
Number of Units | |||
Unvested units at beginning of period (in shares) | 31,000 | ||
Granted (in shares) | 194,444 | 211,000 | 32,579 |
Vested (in shares) | 0 | ||
Forfeited (in shares) | (28,000) | ||
Unvested units at end of period (in shares) | 214,000 | 31,000 | |
Weighted Average Grant Date Fair Value | |||
Unvested units at beginning of period (in dollars per share) | $ 332.55 | ||
Granted (in dollars per share) | $ 8.25 | 8.26 | $ 332.55 |
Vested (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 140.58 | ||
Unvested units at end of period (in dollars per share) | $ 38.46 | $ 332.55 |
Share-Based Compensation Plan_5
Share-Based Compensation Plans - Summary of Valuation Assumptions for Profit Units (Details) - Profit Units | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate | 1.40% |
Expected volatility | 76% |
Expected life (years) | 4 years 7 months 6 days |
Expected dividend yield | 0% |
Share-Based Compensation Plan_6
Share-Based Compensation Plans - Summary of Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Stock Options | ||
Outstanding at beginning of period (in shares) | 322 | |
Granted (in shares) | 273 | |
Exercised (in shares) | (1) | |
Forfeited (in shares) | (128) | |
Expired (in shares) | (30) | |
Outstanding at end of period (in shares) | 436 | 322 |
Weighted Average Grant Date Fair Value | ||
Outstanding at beginning of period (in dollars per share) | $ 127.74 | |
Granted (in dollars per share) | 9.66 | |
Exercised (in dollars per share) | 149.07 | |
Forfeited (in dollars per share) | 101.26 | |
Expired (in dollars per share) | 150.59 | |
Outstanding at end of period (in dollars per share) | $ 62.63 | $ 127.74 |
Stock Option Activity, Additional Disclosures | ||
Outstanding, Weighted Average Remaining Contractual Term | 8 years 9 months 18 days | 9 years |
Outstanding, Aggregate Intrinsic Value | $ 1 | $ 105 |
Exercisable (in shares) | 85 | |
Exercisable, Weighted Average Grant Date Fair Value (in dollars per share) | $ 151.92 | |
Exercisable, Weighted Average Remaining Contractual Term | 7 years 9 months 18 days | |
Exercisable, Aggregate Intrinsic Value | $ 1 |
Share-Based Compensation Plan_7
Share-Based Compensation Plans - Summary of Valuation Assumptions, Options (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate, minimum | 1.74% | |
Risk free interest rate, maximum | 3.36% | |
Risk free interest rate, minimum | 74.40% | |
Risk free interest rate, maximum | 83.20% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 6 years | |
Expected dividend yield | 0% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 6 years | |
Expected dividend yield | 0% |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator: | ||||
Net loss | $ (376,384) | $ (534,194) | $ (97,200) | |
Less: Net loss attributable to GoHealth, Inc. prior to the IPO | 0 | 0 | (25,465) | |
Less: Net loss attributable to non-controlling interests subsequent to the IPO | (227,678) | (344,837) | (52,933) | |
Net loss attributable to GoHealth, Inc. | (148,706) | (189,357) | (18,802) | |
Less: Dividends accrued on redeemable convertible preferred stock | 943 | 0 | 0 | |
Net loss attributable to common stockholders | (149,649) | (189,357) | (18,802) | |
Net loss attributable to common stockholders | $ (149,649) | $ (189,357) | $ (18,802) | |
Denominator: | ||||
Weighted-average shares of Class A common stock outstanding—basic (in shares) | 8,445 | 7,066 | 5,612 | |
Effect of dilutive securities (in shares) | 0 | 0 | 0 | |
Weighted-average shares of Class A common stock outstanding—diluted (in shares) | 8,445 | 7,066 | 5,612 | |
Net loss per share of Class A common stock—basic (in dollars per share) | [1] | $ (17.72) | $ (26.80) | $ (3.35) |
Net loss per share of Class A common stock—diluted (in dollars per share) | [1] | $ (17.72) | $ (26.80) | $ (3.35) |
[1]Net loss per share of Class A common stock—basic and diluted for the twelve months ended December 31, 2020, is based on the post-IPO net loss from July 17, 2020 to December 31, 2020. |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class A common stock issuable pursuant to equity awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average potentially dilutive shares excluded from calculation of diluted loss per share because effect would be antidilutive (in shares) | 1,534 | 489 | 177 |
Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average potentially dilutive shares excluded from calculation of diluted loss per share because effect would be antidilutive (in shares) | 3,855 | 0 | 0 |
Class B common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Weighted-average potentially dilutive shares excluded from calculation of diluted loss per share because effect would be antidilutive (in shares) | 13,054 | 13,690 | 15,799 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (376,121) | $ (534,929) | $ (98,297) |
Foreign | 501 | 711 | 1,140 |
Income (loss) before income taxes | $ (375,620) | $ (534,218) | $ (97,157) |
Income Taxes - Components of _2
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current income taxes: | |||
Federal | $ 6 | $ (87) | $ (89) |
State and local | 100 | 65 | 231 |
Foreign | 183 | 256 | 91 |
Total current income taxes | 289 | 234 | 233 |
Deferred income taxes: | |||
Federal | 348 | (190) | (106) |
State and local | 124 | (68) | (84) |
Foreign | 3 | 0 | 0 |
Total deferred income taxes | 475 | (258) | (190) |
Income tax expense (benefit) | $ 764 | $ (24) | $ 43 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Tax Rate to Our Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory tax rate | 21% | 21% | 21% |
State taxes, net of the federal benefit | 1.80% | 1.60% | 0.40% |
Loss attributable to non-controlling interests | (12.70%) | (13.50%) | (11.40%) |
Change in valuation allowance | (10.20%) | (10.60%) | (3.70%) |
Change in deferred tax rate | 0% | 1.40% | 0% |
Non-deductible expenses | (0.10%) | 0% | (5.50%) |
Other | 0% | 0.10% | (0.80%) |
Effective tax rate | (0.20%) | (0.00%) | (0.00%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 17, 2020 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective tax rate | (0.20%) | (0.00%) | (0.00%) | |
Deferred tax asset recognized for basis difference in investment | $ 24,000,000 | |||
Basis in partnership investment | 201,585,000 | $ 162,277,000 | ||
Reserve for uncertain tax positions | 0 | 0 | ||
Tax Receivable Agreement, payment, percent of amount of tax benefits realized or deemed to realize | 85% | |||
Tax Receivable Agreement, percent of tax benefits that the Company may actually realize | 15% | |||
Tax Receivable Agreement, liability | 600,000 | 0 | ||
U.S. federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 302,800,000 | 230,900,000 | ||
Tax credits and incentives | 1,000,000 | 600,000 | ||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 287,600,000 | $ 230,500,000 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Basis in partnership investment | $ 201,585 | $ 162,277 |
Net operating losses | 77,148 | 59,001 |
Disallowed business interest | 7,887 | 4,776 |
Foreign tax credits | 548 | 471 |
Accrued liabilities | 997 | 468 |
Lease liabilities | 251 | 24 |
Fixed assets | 0 | 5 |
Other | 648 | 111 |
Total gross deferred tax assets | 289,064 | 227,133 |
Valuation allowance | (288,813) | (226,636) |
Total deferred tax assets, net of valuation allowance | 251 | 497 |
Deferred tax liabilities: | ||
Lease assets | (248) | (24) |
Total gross deferred tax liabilities | (248) | (24) |
Net deferred tax assets | $ 3 | $ 473 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Positive (negative) revenue adjustment relating to performance obligations satisfied in prior periods | $ (275.7) | $ (165.3) | $ (2) |
Disaggregation of Revenue [Line Items] | |||
Revenue recognized that was previously deferred | 0.1 | 0.2 | |
Prepaid expenses and other current assets | |||
Disaggregation of Revenue [Line Items] | |||
Unbilled receivables for performance-based enrollment fees | $ 39.6 | $ 20.1 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 631,675 | $ 1,062,415 | $ 877,350 |
Commission | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 341,467 | 881,263 | 671,140 |
Ancillary | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 3,121 | 3,491 | 4,728 |
Small Group | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 213 | 133 | 785 |
Enterprise | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 290,208 | 181,152 | 206,210 |
Partner Marketing and Enrollment Services | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 133,135 | 131,344 | 164,754 |
Encompass Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 107,336 | 2,173 | 652 |
Direct Partner Campaigns | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 44,766 | 45,169 | 31,245 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 4,971 | 2,466 | 9,559 |
Medicare | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 337,004 | 869,653 | 640,862 |
Medicare | Medicare Advantage | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 332,385 | 858,623 | 630,260 |
Medicare | Medicare Supplement | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 758 | 3,217 | 7,023 |
Medicare | Prescription Drug Plans | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 3,861 | 7,813 | 3,579 |
Individual and Family Plan | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 1,129 | 7,986 | 24,765 |
Individual and Family Plan | Fixed Indemnity | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 666 | 4,867 | 15,966 |
Individual and Family Plan | Short-term | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 391 | 1,140 | 5,710 |
Individual and Family Plan | Major Medical | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 72 | $ 1,979 | $ 3,089 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Finance lease cost | $ 102 | $ 340 |
Operating lease cost | 8,286 | 7,815 |
Short-term lease cost | 420 | 474 |
Variable lease cost | 689 | 134 |
Sublease income | (1,243) | (366) |
Total net lease expense | $ 8,254 | $ 8,397 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||||
Rent expense | $ 6,700 | ||||
Operating lease impairment charges | $ 1,100 | $ 25,300 | $ 25,345 | $ 1,062 | $ 0 |
Leases - Minimum Future Payment
Leases - Minimum Future Payments for Finance and Operating Leases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 12,500 |
2024 | 8,042 |
2025 | 6,719 |
2026 | 5,544 |
2027 | 5,699 |
Thereafter | 26,317 |
Total lease payments | 64,821 |
Less: Imputed interest | (17,480) |
Present value of lease liabilities | $ 47,341 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 10,380 | $ 6,652 |
Operating lease assets obtained in exchange for new lease obligations | 26,405 | 1,831 |
Reduction in operating lease right-of-use asset due to reassessment of lease terms | 4,155 | 0 |
Reduction in operating lease liability due to reassessment of lease terms | $ 4,155 | $ 0 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 7 years 6 months | 4 years 2 months 12 days |
Weighted average discount rate | 8.10% | 6.20% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended |
Sep. 30, 2020 claim | |
Pending litigation | |
Loss Contingencies [Line Items] | |
Number of securities class action complaints filed | 3 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Lease payments | $ 3,900,000 | $ 1,300,000 | $ 1,400,000 |
Receivable recorded | 3,400,000 | ||
Current and former employees | |||
Related Party Transaction [Line Items] | |||
One-time tax distributions | 400,000 | ||
Non-Exclusive Aircraft Dry Lease Agreement | |||
Related Party Transaction [Line Items] | |||
Agreement terminable without cause by either party, period of required prior written notice | 30 days | ||
Amount required to pay per flight hour for use of aircraft | $ 6,036.94 | ||
Lease expenses incurred | $ 600,000 | $ 1,200,000 | $ 1,400,000 |
Operating Segments and Signif_3
Operating Segments and Significant Customers - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Number of reportable segments | 4 |
Operating Segments and Signif_4
Operating Segments and Significant Customers - Summary of Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||||
Net revenues | $ 631,675,000 | $ 1,062,415,000 | $ 877,350,000 | ||
Segment profit (loss): | |||||
Segment profit (loss) | (318,666,000) | (489,447,000) | (64,546,000) | ||
Corporate expense | 115,590,000 | 97,807,000 | 259,778,000 | ||
Amortization of intangible assets | 94,057,000 | 94,056,000 | 94,056,000 | ||
Operating lease impairment charges | $ 1,100,000 | $ 25,300,000 | 25,345,000 | 1,062,000 | 0 |
Restructuring and other related charges | 12,184,000 | 0 | 0 | ||
Change in fair value of contingent consideration liability | 0 | 0 | 19,700,000 | ||
Loss on extinguishment of debt | 0 | 11,935,000 | 0 | ||
Goodwill impairment charges | 0 | 386,553,000 | 0 | ||
Interest expense | 57,069,000 | 33,505,000 | 32,969,000 | ||
Other (income) expense, net | (115,000) | (669,000) | (358,000) | ||
Income (loss) before income taxes | (375,620,000) | (534,218,000) | (97,157,000) | ||
Operating Segments | |||||
Revenues: | |||||
Net revenues | 631,675,000 | 1,062,415,000 | 877,350,000 | ||
Segment profit (loss): | |||||
Segment profit (loss) | (71,490,000) | 90,031,000 | 308,988,000 | ||
Medicare | |||||
Revenues: | |||||
Net revenues | 337,004,000 | 869,653,000 | 640,862,000 | ||
Medicare | Operating Segments | |||||
Revenues: | |||||
Net revenues | 611,159,000 | 1,034,457,000 | 822,953,000 | ||
Segment profit (loss): | |||||
Segment profit (loss) | (74,642,000) | 86,967,000 | 302,809,000 | ||
Internal channel | Operating Segments | |||||
Revenues: | |||||
Net revenues | 421,273,000 | 844,894,000 | 667,293,000 | ||
Segment profit (loss): | |||||
Segment profit (loss) | (43,382,000) | 84,345,000 | 296,865,000 | ||
External channel | Operating Segments | |||||
Revenues: | |||||
Net revenues | 189,886,000 | 189,563,000 | 155,660,000 | ||
Segment profit (loss): | |||||
Segment profit (loss) | (31,260,000) | 2,622,000 | 5,944,000 | ||
Individual and Family Plan and Other | Operating Segments | |||||
Revenues: | |||||
Net revenues | 20,516,000 | 27,958,000 | 54,397,000 | ||
Segment profit (loss): | |||||
Segment profit (loss) | 3,152,000 | 3,064,000 | 6,179,000 | ||
Internal channel | Operating Segments | |||||
Revenues: | |||||
Net revenues | 17,972,000 | 19,687,000 | 32,271,000 | ||
Segment profit (loss): | |||||
Segment profit (loss) | 4,654,000 | 2,819,000 | 4,269,000 | ||
External channel | Operating Segments | |||||
Revenues: | |||||
Net revenues | 2,544,000 | 8,271,000 | 22,126,000 | ||
Segment profit (loss): | |||||
Segment profit (loss) | $ (1,502,000) | $ 245,000 | $ 1,910,000 |
Operating Segments and Signif_5
Operating Segments and Significant Customers - Summary of Revenue by Major Customers by Reporting Segments (Details) - Revenue - Customer concentration risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Humana | |||
Revenue, Major Customer [Line Items] | |||
Revenue reported by segment, percent | 26% | 28% | 40% |
Elevance | |||
Revenue, Major Customer [Line Items] | |||
Revenue reported by segment, percent | 23% | 22% | 29% |
United | |||
Revenue, Major Customer [Line Items] | |||
Revenue reported by segment, percent | 18% | 16% | 13% |
Centene | |||
Revenue, Major Customer [Line Items] | |||
Revenue reported by segment, percent | 11% | 17% | 9% |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) | Aug. 09, 2022 position |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Cost, Number of Positions Eliminated | 828 |
Restructuring and Related Cost, Number of Positions Eliminated, Percent Of Workforce | 23.70% |
Restructuring Costs - Component
Restructuring Costs - Components of Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |||
Employee termination benefits | $ 11,076 | ||
Other associated costs | 1,108 | ||
Total restructuring and other related charges | $ 12,184 | $ 0 | $ 0 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Changes in Restructuring and Related Charges (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at January 1, 2022 | $ 0 |
Charges incurred | 11,208 |
Cash paid | (9,125) |
Balance at December 31, 2022 | $ 2,083 |