Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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,$0.0001 par value per share | |
Trading Symbol | GOCO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001808220 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,041,091 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,052,819 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net revenues: | ||
Net revenues | $ 183,158 | $ 270,593 |
Operating expenses: | ||
Revenue share | 45,462 | 67,923 |
Marketing and advertising | 45,743 | 84,033 |
Customer care and enrollment | 42,027 | 78,455 |
Technology | 9,543 | 12,759 |
General and administrative | 22,618 | 29,217 |
Amortization of intangible assets | 23,514 | 23,514 |
Total operating expenses | 188,907 | 295,901 |
Income (loss) from operations | (5,749) | (25,308) |
Interest expense | 16,891 | 11,398 |
Other (income) expense, net | (53) | 63 |
Income (loss) before income taxes | (22,587) | (36,769) |
Income tax (benefit) expense | (44) | 472 |
Net income (loss) | (22,543) | (37,241) |
Net income (loss) attributable to non-controlling interests | (13,364) | (23,758) |
Net income (loss) attributable to GoHealth, Inc. | $ (9,179) | $ (13,483) |
Net loss per share (Note 7): | ||
Net loss per share of Class A common stock — basic (in dollars per share) | $ (1.12) | $ (1.74) |
Net loss per share of Class A common stock — diluted (in dollars per share) | $ (1.12) | $ (1.74) |
Weighted-average shares of Class A common stock outstanding — basic (in shares) | 8,965 | 7,747 |
Weighted-average shares of Class A common stock outstanding — diluted (in shares) | 8,965 | 7,747 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (22,543) | $ (37,241) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 5 | (117) |
Comprehensive income (loss) | (22,538) | (37,358) |
Comprehensive income (loss) attributable to non-controlling interests | (13,361) | (23,833) |
Comprehensive income (loss) attributable to GoHealth, Inc. | $ (9,177) | $ (13,525) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 32,325 | $ 16,464 |
Accounts receivable, net of allowance for doubtful accounts of $534 in 2023 and $89 in 2022 | 26,181 | 4,703 |
Commissions receivable - current | 292,943 | 335,796 |
Prepaid expense and other current assets | 24,012 | 57,593 |
Total current assets | 375,461 | 414,556 |
Commissions receivable - non-current | 643,861 | 695,637 |
Operating lease ROU asset | 20,375 | 21,483 |
Other long-term assets | 1,781 | 1,721 |
Property, equipment, and capitalized software, net | 24,879 | 25,282 |
Intangible assets, net | 477,097 | 500,611 |
Total assets | 1,543,454 | 1,659,290 |
Current liabilities: | ||
Accounts payable | 11,409 | 15,148 |
Accrued liabilities | 30,979 | 53,334 |
Commissions payable - current | 103,016 | 122,023 |
Short-term operating lease liability | 7,318 | 8,974 |
Deferred revenue | 25,677 | 50,594 |
Current portion of long-term debt | 19,289 | 5,270 |
Other current liabilities | 12,122 | 10,112 |
Total current liabilities | 209,810 | 265,455 |
Non-current liabilities: | ||
Commissions payable - non-current | 226,419 | 253,118 |
Long-term operating lease liability | 36,738 | 38,367 |
Long-term debt, net of current portion | 490,214 | 504,810 |
Other non-current liabilities | 7,672 | 5,839 |
Total non-current liabilities | 761,043 | 802,134 |
Commitments and Contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Additional paid-in capital | 630,316 | 626,269 |
Accumulated other comprehensive income (loss) | (142) | (144) |
Accumulated deficit | (366,202) | (357,023) |
Total stockholders’ equity attributable to GoHealth, Inc. | 263,515 | 268,759 |
Non-controlling interests | 259,784 | 273,640 |
Total stockholders’ equity | 523,299 | 542,399 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | 1,543,454 | 1,659,290 |
Series A Convertible Preferred Stock | ||
Non-current liabilities: | ||
Series A redeemable convertible preferred stock — $0.0001 par value; 50 shares authorized; 50 shares issued and outstanding at March 31, 2023 and December 31, 2022. Liquidation preference of $50.9 million at March 31, 2023 and December 31, 2022. | 49,302 | 49,302 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 1 | 1 |
Treasury stock – at cost; 19 and 13 shares of Class A common stock at March 31, 2023 and December 31, 2022, respectively. | (459) | (345) |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | 1 | 1 |
Series A-1 Convertible Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 534 | $ 89 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred stock, shares issued (in shares) | 50 | 50 |
Preferred stock, shares outstanding (in shares) | 50 | 50 |
Preferred stock | $ 0 | $ 0 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 50 | 50 |
Convertible preferred stock, shares issued (in shares) | 50 | 50 |
Convertible preferred stock, shares outstanding (in shares) | 50 | 50 |
Convertible preferred stock, liquidation preference | $ 50,900 | $ 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 | 1,100,000 |
Common stock, shares issued (in shares) | 9,002 | 8,963 |
Common stock, shares outstanding (in shares) | 8,982 | 8,950 |
Treasury stock, at cost (in shares) | 19 | 13 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 616,257 | 616,259 |
Common stock, shares issued (in shares) | 13,053 | 13,054 |
Common stock, shares outstanding (in shares) | 13,053 | 13,054 |
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 | 200 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Treasury Stock | Treasury Stock Class A Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | 0 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 7,699 | 13,690 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 892,490 | $ 1 | $ 1 | $ 0 | $ 561,447 | $ (208,317) | $ (59) | $ 539,387 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (37,241) | (13,483) | (23,758) | ||||||||
Issuance of Class A common shares related to share-based compensation plans (in shares) | 34 | ||||||||||
Issuance of Class A common shares related to share-based compensation plans | 0 | 0 | |||||||||
Share-based compensation expense | 5,155 | 5,155 | |||||||||
Foreign currency translation adjustment | (117) | (42) | (75) | ||||||||
Class A common shares repurchased for employee tax withholdings (in shares) | (11) | ||||||||||
Class A common shares repurchased for employee tax withholdings | $ (329) | $ (329) | |||||||||
Dividends accumulated on Series A redeemable convertible preferred stock | 0 | ||||||||||
Forfeitures of Time-Vesting Units (in shares) | (5) | ||||||||||
Forfeitures of Time-Vesting Units | 0 | ||||||||||
Redemption of LLC Interests (in shares) | 396 | (396) | |||||||||
Redemption of LLC Interests | 0 | $ 0 | $ 0 | 16,721 | (16,721) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 8,129 | 13,289 | |||||||||
Ending balance at Mar. 31, 2022 | 859,958 | $ 1 | $ 1 | $ (329) | 583,323 | (221,800) | (101) | 498,833 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | (11) | ||||||||||
Beginning balance (in shares) | (13) | (13) | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 8,950 | 13,054 | 8,963 | 13,054 | |||||||
Beginning balance at Dec. 31, 2022 | 542,399 | $ 1 | $ 1 | $ (345) | 626,269 | (357,023) | (144) | 273,640 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (22,543) | (9,179) | (13,364) | ||||||||
Issuance of Class A common shares related to share-based compensation plans (in shares) | 38 | ||||||||||
Issuance of Class A common shares related to share-based compensation plans | 0 | $ 0 | 0 | ||||||||
Share-based compensation expense | 4,444 | 4,444 | |||||||||
Foreign currency translation adjustment | 5 | 2 | 3 | ||||||||
Class A common shares repurchased for employee tax withholdings (in shares) | (7) | ||||||||||
Class A common shares repurchased for employee tax withholdings | (114) | $ (114) | |||||||||
Dividends accumulated on Series A redeemable convertible preferred stock | (892) | (892) | 0 | ||||||||
Forfeitures of Time-Vesting Units (in shares) | (1) | ||||||||||
Forfeitures of Time-Vesting Units | 0 | ||||||||||
Redemption of LLC Interests (in shares) | 1 | (1) | |||||||||
Redemption of LLC Interests | 0 | $ 0 | $ 0 | 495 | (495) | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 8,982 | 13,053 | 9,002 | 13,052 | |||||||
Ending balance at Mar. 31, 2023 | $ 523,299 | $ 1 | $ 1 | $ (459) | $ 630,316 | $ (366,202) | $ (142) | $ 259,784 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Beginning balance (in shares) | (19) | (20) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities | ||
Net income (loss) | $ (22,543) | $ (37,241) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Share-based compensation | 4,444 | 5,155 |
Depreciation and amortization | 2,753 | 2,434 |
Amortization of intangible assets | 23,514 | 23,514 |
Amortization of debt discount and issuance costs | 873 | 664 |
Non-cash lease expense | 1,108 | 1,418 |
Other non-cash items | (263) | (37) |
Changes in assets and liabilities: | ||
Accounts receivable | (21,231) | (22,888) |
Commissions receivable | 94,645 | 126,024 |
Prepaid expenses and other assets | 33,463 | 26,659 |
Accounts payable | (3,863) | (14,073) |
Accrued liabilities | (22,355) | (18,393) |
Deferred revenue | (24,918) | 601 |
Commissions payable | (45,706) | (40,668) |
Operating lease liabilities | (3,285) | (1,468) |
Other liabilities | 3,843 | 2,785 |
Net cash provided by (used in) operating activities | 20,479 | 54,486 |
Investing Activities | ||
Purchases of property, equipment and software | (2,226) | (5,997) |
Net cash provided by (used in) investing activities | (2,226) | (5,997) |
Financing Activities | ||
Repayment of borrowings | (1,391) | (1,318) |
Payment of preferred stock dividends | (892) | 0 |
Repurchase of shares to satisfy employee tax withholding obligations | (114) | 0 |
Debt issuance cost payments | 0 | (1,725) |
Principal payments under capital lease obligations | 0 | (62) |
Net cash provided by (used in) financing activities | (2,397) | (3,105) |
Effect of exchange rate changes on cash and cash equivalents | 5 | (117) |
Increase (decrease) in cash and cash equivalents | 15,861 | 45,267 |
Cash and cash equivalents at beginning of period | 16,464 | 84,361 |
Cash and cash equivalents at end of period | $ 32,325 | $ 129,628 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 Sub”), 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 (the “IPO”) 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"). Following the IPO and 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 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 Condensed Consolidated Financial Statements and reports a non-controlling interest 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. 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. GHH, LLC is a holding company with no operating assets or operations and was formed to acquire a 100% equity interest in Norvax. On May 6, 2020, Blizzard Parent, LLC changed its name to “GoHealth Holdings, LLC.” GHH, LLC owns 100% of Blizzard Midco, LLC, which owns 100% of Norvax. For all of the periods reported in these Condensed 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. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, but do not include all information and footnote disclosures required under GAAP for annual financial statements. In the opinion of management, the interim Condensed Consolidated Financial Statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented. All intercompany transactions and balances are eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current period presentation. During the first quarter of 2023, the Company reorganized its operating and reportable segments into a single operating and reportable segment. Refer to the “Segment Information” section within this Note below for further information regarding this update. The Company also changed the presentation of its disaggregation of revenue table, which is further described in Note 9. “Revenue” of these Notes to Condensed Consolidated Financial Statements. 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 5. “Stockholders' Equity” of these Notes to Condensed Consolidated Financial Statements for more information. Revenue share on the Condensed Consolidated Statement of Operations, previously referred to as “cost of revenue” reflects a name change and does not require any financial information to be reclassified from previous periods. There have been no material changes to the Company’s significant accounting policies as discussed in the notes to the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2022, which were included in our 2022 Form 10-K. Use of Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and on 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. 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 revenue is typically highest in the Company’s fourth quarter. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available and reviewed regularly by the chief operating decision-maker (“CODM”). The Company’s CODM is its chief executive officer who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. During the first quarter of 2023, the Company reorganized its operations from four operating and reportable segments to one operating and reportable segment. The change reflects how the CODM evaluates the Company’s operating and financial performance on a consolidated basis and is consistent with changes made to the Company’s internal reporting structure. Additionally, the single operating segment aligns with the Company’s shift in focus towards Medicare products. All prior period comparative segment information was recast to reflect the current single operating segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting . Recent Accounting Pronouncements In March 2020 the Financial Accounting Standards Board 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 entry into Amendment No. 10 to the Company’s Credit Agreement, as further discussed in Note 4, “Long-Term Debt” of these Notes to Condensed Consolidated Financial Statements. The adoption of this standard did not have an impact on the Condensed Consolidated Financial Statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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 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. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | INTANGIBLE ASSETS, NET 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: Mar. 31, 2023 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 251,543 $ 244,457 Customer relationships 232,000 82,360 149,640 Total intangible assets subject to amortization $ 728,000 $ 333,903 $ 394,097 Indefinite-lived trade names 83,000 Total intangible assets $ 477,097 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 There was no impairment of intangible assets for the three months ended March 31, 2023 and 2022. As of March 31, 2023, expected amortization expense related to intangible assets for each of the five succeeding years is as follows: (in thousands) Developed Technology Customer Relationships Total Remainder of 2023 $ 53,143 $ 17,400 $ 70,543 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 $ 244,457 $ 149,640 $ 394,097 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBTThe Company’s long-term debt consisted of the following: (in thousands) Mar. 31, 2023 Dec. 31, 2022 Term Loan Facilities $ 516,815 $ 518,133 Less: Unamortized debt discount and issuance costs (7,312) (8,053) Total debt $ 509,503 $ 510,080 Less: Current portion of long-term debt (19,289) (5,270) Total long-term debt $ 490,214 $ 504,810 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 and 2021, the Company entered into a series of amendments to the Credit Agreement to provide for, among other items as further described below, (i) $117.0 million of incremental term loans (the “Incremental Term Loan Facility”), (ii) 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, and (iii) a new class of incremental term loans (the 2021-2 Incremental Term Loans”) in an aggregate principal amount equal to $100.0 million. 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”) 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. Amendment No. 10 provided that the Incremental Term Loan, the 2021 Incremental Term Loans, and the 2021-2 Incremental Term Loans from and after the rate set date following the Amendment No. 10 Effective Date, will bear interest at either (i) ABR plus 6.50% per annum or (ii) SOFR plus 7.50% per annum. The Company collectively refers to the Initial Term Loan, Incremental Term Loan Facility, the 2021 Incremental Term Loans, and the 2021-2 Incremental Term Loans as the “Term Loan Facilities”. As of March 31, 2023, the Company had a principal amount of $113.5 million, $304.6 million, and $98.7 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, 2022, 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 Term Loan Facilities’ effective interest rates were 12.2% at March 31, 2023 and 11.2% at December 31, 2022. 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. 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. Subject to these terms, the lenders accepted the Company’s offer to prepayment in connection with fiscal year 2022, and as such, the Company is obligated to pay $14.0 million during the second quarter of 2023. No other mandatory prepayments have been required or made during the three months ended March 31, 2023 and 2022. 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 and 2021, 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”), and $142.0 million of incremental revolving credit (the “Incremental No. 4 Revolving Credit Facility”), respectively, 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”. The Revolving Credit Facilities are separated 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. Amendment No. 10, as described above, further provided that borrowings under the Class A Revolving Commitments bear interest at either ABR plus 5.50% per annum or SOFR plus 6.50% per annum. Borrowings under the Class B Revolving Commitments bear interest at either ABR plus 3.00% per annum or SOFR 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 both March 31, 2023 and December 31, 2022. The Revolving Credit Facilities have a remaining capacity of $200.0 million in the aggregate as of March 31, 2023. Outstanding borrowings under the Revolving Credit Facilities do not amortize and are due and payable on September 13, 2024. 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. The Credit Agreement contains customary events of default and financial and non-financial covenants. The Company is in compliance with all covenants as of March 31, 2023. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY In connection with the Company’s IPO in July 2020, the Company’s board of directors (the “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 GHH, LLC Agreement require that the Company and GHH, 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 GHH, LLC Agreement require that the Company and GHH, 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 our 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 GHH, 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 GHH, LLC Agreement. The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentages for the three months ended March 31, 2023 and 2022 were 59.3% and 63.8%, respectively. 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, if any, 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 Anthem Insurance Companies, Inc. 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 March 31, 2023 and December 31, 2022, 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%. Holders of Series A-1 convertible preferred stock are only entitled to dividends if the Company declares such dividends. For the three months ended March 31, 2023, the Company paid $0.9 million of dividends relating to the Series A-1 convertible preferred stock. 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 convertible preferred stock as of the applicable conversion date divided by (b) the conversion price ($9.60 as of March 31, 2023 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 and 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 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 (such ratio being subject to adjustment). Under 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 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 GHH, LLC, caused the GHH, 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 and Series A-1 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 | 3 Months Ended |
Mar. 31, 2023 | |
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: Three months ended Mar. 31, (in thousands) 2023 2022 Marketing and advertising $ 66 $ 441 Customer care and enrollment 604 631 Technology 767 982 General and administrative 5,147 3,101 Total share-based compensation expense $ 6,584 $ 5,155 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
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 is computed giving effect to all potentially dilutive shares. 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. 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: Three months ended Mar. 31, (in thousands, except per share amounts) 2023 2022 Numerator: Net loss $ (22,543) $ (37,241) Less: Net loss attributable to non-controlling interests (13,364) (23,758) Net loss attributable to GoHealth, Inc. (9,179) (13,483) Less: Dividends accumulated on redeemable convertible preferred stock 892 — Net loss attributable to common stockholders (10,071) (13,483) Denominator: Weighted-average shares of Class A common stock outstanding—basic 8,965 7,747 Effect of dilutive securities — — Weighted-average shares of Class A common stock outstanding—diluted 8,965 7,747 Net loss per share of Class A common stock—basic and diluted $ (1.12) $ (1.74) 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: Mar. 31, (in thousands) 2023 2022 Class A common stock issuable pursuant to equity awards 2,145 425 Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock 3,873 — Class B common stock 13,053 13,289 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
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 Condensed Consolidated Financial Statements. The Company’s effective tax rate for the three months ended March 31, 2023 and 2022 was 0.19% and (1.28)%, respectively. The effective tax rate for each period is lower than the statutory tax rate primarily due to the effect of loss entities for which the Company excludes from its effective tax rate calculation. Tax Receivable Agreement In connection with the IPO, the Company entered into a 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). The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. As of December 31, 2022 and March 31, 2023, the liability related to the Tax Receivable Agreement was $0.6 million. Should the Company determine that changes to amounts currently recorded arising from the Tax Receivable Agreement are considered probable at a future date based on new information, such additional amounts will be recorded within income from continuing operations at that time. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUERevenue 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. On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, which takes into account cash received as compared to the original estimates and reviews and monitors changes in the data used to estimate LTV. 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. For the three months ended March 31, 2023, the Company recorded no revenue adjustments. For the three months ended March 31, 2022, the Company recorded $2.6 million of negative revenue adjustments for changes in estimates relating to performance obligations satisfied in prior periods. Disaggregation of Revenue The table below depicts the disaggregation of revenue and is consistent with how the Company evaluates its financial performance: Three months ended Mar. 31, (in thousands) 2023 2022 Medicare Revenue Agency Revenue Commission Revenue 1 $ 97,531 $ 191,693 Partner Marketing Revenue 27,124 34,026 Total Agency Revenue 124,655 225,719 Non-Agency Revenue 44,972 5,752 Total Medicare Revenue 169,627 231,471 Other Revenue Non-Encompass BPO Revenue 6,794 34,937 Other Revenue 6,737 4,185 Total Other Revenue 13,531 39,122 Total Net Revenue $ 183,158 $ 270,593 (1) Commissions revenue excludes commissions generated through the Company’s non-Encompass BPO Services as well as from the sale of individual and family plan insurance products. Medicare Revenue : The primary services provided by the Company relate to the sale and administration of Medicare insurance products through either the agency model or the non-agency model. The agency model refers to the commission revenue and partner marketing revenue the Company receives when GoHealth agents or the Company’s independent network of outsourced agents enroll the consumer and submit the policy application to the health plan partner, becoming the agent of record. 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, which represents the LTV it expects to receive for selling the product after the health plan partner approves an application. As part of its estimation process, the Company constrains revenue such that the amount of revenue recognized is the amount the Company believes is probable will not result in a significant reversal in the future. The Company records partner marketing services over time based on delivering call volumes or providing marketing services. Non-agency revenue refers to services provided by the Company that support enrollment and engagement activities in which the Company is not the agent of record. The non-agency model moves away from the agency structure in that cash is collected in advance or in close proximity to the point in time revenue is recognized. Non-agency revenue includes enrollment and engagement services through Encompass Connect and Encompass Engage. Encompass Connect is designed to provide enrollment related services to our participating partners. The Company is compensated for generating and transferring leads to the health plan partners, at which time the health plan partner representative will enroll and submit the application, becoming the agent of record. Revenue is recognized at the point in time the lead is transferred. Encompass Engage includes post-enrollment member outreach and engagement services, including facilitating onboarding experiences customized to members’ plan and health needs. The Company recognizes Encompass Engage revenue over time based on member retention and providing post-enrollment services. Other Revenue : Other revenue is comprised of Non-Encompass BPO Services, which refers to programs in which GoHealth-employed agents are dedicated to certain health plans and agencies we partner with outside of the Encompass model. These services include commissions revenue and partner marketing revenue that is directly attributable to non-Encompass BPO Services. The remaining revenue relates primarily to revenue generated from the sale of individual and family plan insurance products and ancillary services. 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 services, non-agency revenue, and technology licensing and implementation fees in advance of the Company satisfying its performance obligations for such customers. The decrease in deferred revenue during the three months ended March 31, 2023, was primarily due to less cash received in the current quarter for marketing, administrative, and prospect qualification fees in advance of performing partner marketing and enrollment services that we expect to satisfy within the next twelve months. The Company had unbilled receivables for performance-based enrollment fees and non-agency revenue as of March 31, 2023 and December 31, 2022 of $5.9 million and $39.6 million, respectively, which are recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. There are no other contract assets or contract liabilities recorded by the Company. For the three months ended March 31, 2023, the Company recognized $40.5 million revenue that was deferred as of December 31, 2022. For the three months ended March 31, 2022, the Company recognized $0.1 million of revenue that was deferred as of December 31, 2021. Commissions Receivable Commissions receivable activity is summarized as follows: Three months ended Mar. 31, (in thousands) 2023 2022 Beginning balance $ 1,031,433 $ 1,262,507 Commission revenue 98,265 209,639 Cash receipts (192,910) (335,663) Allowance for credit loss 16 84 Ending balance $ 936,804 $ 1,136,567 Less: Commissions receivable - current 292,943 189,287 Commissions receivable - non-current $ 643,861 $ 947,280 Our contracts with health plan partners expose us to credit risk as 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 potential non-performance of our counterparties, we consider the risk of this remote. We estimate 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. We estimate our maximum credit risk in determining the commissions receivable amount recorded on the balance sheet. Significant Customers The following table presents health plan partners representing 10% or more of the Company’s total revenue for the periods indicated: Three months ended Mar. 31, 2023 2022 Humana 38 % 24 % United 20 % 18 % Elevance Health 18 % 25 % Centene 8 % 15 % Concentration of Credit Risk The Company does not require collateral or other security in granting credit. As of March 31, 2023, four customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 94%, or $30.0 million, of the combined total. 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
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 Condensed Consolidated Statement of Operations: Three months ended Mar. 31, (in thousands) 2023 2022 Finance lease cost (1) $ — $ 61 Operating lease cost 2,092 1,947 Short-term lease cost (2) 19 83 Variable lease cost (3) 123 44 Sublease income (388) (275) Total net lease expense $ 1,846 $ 1,860 (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 Condensed 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 made 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. As of March 31, 2023, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases Remainder of 2023 $ 8,370 2024 8,026 2025 6,623 2026 5,528 2027 5,683 Thereafter 26,279 Total lease payments $ 60,509 Less: Imputed interest (16,453) Present value of lease liabilities $ 44,056 Supplemental cash flow information related to leases are as follows: Three months ended Mar. 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,343 $ 1,832 The weighted average remaining operating lease term and discount rate are as follows: Mar. 31, 2023 2022 Weighted average remaining lease term (in years): 7.6 years 3.9 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 Condensed Consolidated Statement of Operations: Three months ended Mar. 31, (in thousands) 2023 2022 Finance lease cost (1) $ — $ 61 Operating lease cost 2,092 1,947 Short-term lease cost (2) 19 83 Variable lease cost (3) 123 44 Sublease income (388) (275) Total net lease expense $ 1,846 $ 1,860 (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 Condensed 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 made 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. As of March 31, 2023, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases Remainder of 2023 $ 8,370 2024 8,026 2025 6,623 2026 5,528 2027 5,683 Thereafter 26,279 Total lease payments $ 60,509 Less: Imputed interest (16,453) Present value of lease liabilities $ 44,056 Supplemental cash flow information related to leases are as follows: Three months ended Mar. 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,343 $ 1,832 The weighted average remaining operating lease term and discount rate are as follows: Mar. 31, 2023 2022 Weighted average remaining lease term (in years): 7.6 years 3.9 years Weighted average discount rate: 8.1 % 6.2 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 | 3 Months Ended |
Mar. 31, 2023 | |
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. The Company pays rent, operating expenses, maintenance, and utilities under the terms of the leases. For the three months ended March 31, 2023 and 2022, the Company made aggregate lease payments of $1.5 million and $0.3 million respectively. 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 the three months ended March 31, 2023, and 2022 the Company recorded no expense and $0.4 million, respectively, under the lease. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | RESTRUCTURING COSTS During 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 Company incurred no restructuring and other related charges during the three months ended March 31, 2023 and 2022. 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 Condensed Consolidated Balance Sheets: (in thousands) Restructuring charges Balance at January 1, 2023 $ 2,083 Charges incurred — Cash paid (379) Balance at March 31, 2023 $ 1,704 |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies 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 Condensed Consolidated Financial Statements and reports a non-controlling interest 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. 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. GHH, LLC is a holding company with no operating assets or operations and was formed to acquire a 100% equity interest in Norvax. On May 6, 2020, Blizzard Parent, LLC changed its name to “GoHealth Holdings, LLC.” GHH, LLC owns 100% of Blizzard Midco, LLC, which owns 100% of Norvax. For all of the periods reported in these Condensed 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. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, but do not include all information and footnote disclosures required under GAAP for annual financial statements. In the opinion of management, the interim Condensed Consolidated Financial Statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented. All intercompany transactions and balances are eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current period presentation. During the first quarter of 2023, the Company reorganized its operating and reportable segments into a single operating and reportable segment. Refer to the “Segment Information” section within this Note below for further information regarding this update. The Company also changed the presentation of its disaggregation of revenue table, which is further described in Note 9. “Revenue” of these Notes to Condensed Consolidated Financial Statements. 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 5. “Stockholders' Equity” of these Notes to Condensed Consolidated Financial Statements for more information. Revenue share on the Condensed Consolidated Statement of Operations, previously referred to as “cost of revenue” reflects a name change and does not require any financial information to be reclassified from previous periods. There have been no material changes to the Company’s significant accounting policies as discussed in the notes to the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2022, which were included in our 2022 Form 10-K. |
Use of Estimates | Use of EstimatesThe preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and on 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. |
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 revenue is typically highest in the Company’s fourth quarter. |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available and reviewed regularly by the chief operating decision-maker (“CODM”). The Company’s CODM is its chief executive officer who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. During the first quarter of 2023, the Company reorganized its operations from four operating and reportable segments to one operating and reportable segment. The change reflects how the CODM evaluates the Company’s operating and financial performance on a consolidated basis and is consistent with changes made to the Company’s internal reporting structure. Additionally, the single operating segment aligns with the Company’s shift in focus towards Medicare products. All prior period comparative segment information was recast to reflect the current single operating segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020 the Financial Accounting Standards Board 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 entry into Amendment No. 10 to the Company’s Credit Agreement, as further discussed in Note 4, “Long-Term Debt” of these Notes to Condensed Consolidated Financial Statements. The adoption of this standard did not have an impact on the Condensed Consolidated Financial Statements and related disclosures. |
Revenue Recognition for Variable Consideration | Revenue Recognition for Variable ConsiderationThe 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.On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, which takes into account cash received as compared to the original estimates and reviews and monitors changes in the data used to estimate LTV. 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. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Mar. 31, 2023 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 251,543 $ 244,457 Customer relationships 232,000 82,360 149,640 Total intangible assets subject to amortization $ 728,000 $ 333,903 $ 394,097 Indefinite-lived trade names 83,000 Total intangible assets $ 477,097 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 |
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: Mar. 31, 2023 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 251,543 $ 244,457 Customer relationships 232,000 82,360 149,640 Total intangible assets subject to amortization $ 728,000 $ 333,903 $ 394,097 Indefinite-lived trade names 83,000 Total intangible assets $ 477,097 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 |
Schedule of Expected Amortization Expense Related to Intangible Assets | As of March 31, 2023, expected amortization expense related to intangible assets for each of the five succeeding years is as follows: (in thousands) Developed Technology Customer Relationships Total Remainder of 2023 $ 53,143 $ 17,400 $ 70,543 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 $ 244,457 $ 149,640 $ 394,097 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | The Company’s long-term debt consisted of the following: (in thousands) Mar. 31, 2023 Dec. 31, 2022 Term Loan Facilities $ 516,815 $ 518,133 Less: Unamortized debt discount and issuance costs (7,312) (8,053) Total debt $ 509,503 $ 510,080 Less: Current portion of long-term debt (19,289) (5,270) Total long-term debt $ 490,214 $ 504,810 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Three months ended Mar. 31, (in thousands) 2023 2022 Marketing and advertising $ 66 $ 441 Customer care and enrollment 604 631 Technology 767 982 General and administrative 5,147 3,101 Total share-based compensation expense $ 6,584 $ 5,155 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Three months ended Mar. 31, (in thousands, except per share amounts) 2023 2022 Numerator: Net loss $ (22,543) $ (37,241) Less: Net loss attributable to non-controlling interests (13,364) (23,758) Net loss attributable to GoHealth, Inc. (9,179) (13,483) Less: Dividends accumulated on redeemable convertible preferred stock 892 — Net loss attributable to common stockholders (10,071) (13,483) Denominator: Weighted-average shares of Class A common stock outstanding—basic 8,965 7,747 Effect of dilutive securities — — Weighted-average shares of Class A common stock outstanding—diluted 8,965 7,747 Net loss per share of Class A common stock—basic and diluted $ (1.12) $ (1.74) |
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: Mar. 31, (in thousands) 2023 2022 Class A common stock issuable pursuant to equity awards 2,145 425 Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock 3,873 — Class B common stock 13,053 13,289 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The table below depicts the disaggregation of revenue and is consistent with how the Company evaluates its financial performance: Three months ended Mar. 31, (in thousands) 2023 2022 Medicare Revenue Agency Revenue Commission Revenue 1 $ 97,531 $ 191,693 Partner Marketing Revenue 27,124 34,026 Total Agency Revenue 124,655 225,719 Non-Agency Revenue 44,972 5,752 Total Medicare Revenue 169,627 231,471 Other Revenue Non-Encompass BPO Revenue 6,794 34,937 Other Revenue 6,737 4,185 Total Other Revenue 13,531 39,122 Total Net Revenue $ 183,158 $ 270,593 (1) Commissions revenue excludes commissions generated through the Company’s non-Encompass BPO Services as well as from the sale of individual and family plan insurance products. |
Summary of Commissions Receivable Activity | Commissions receivable activity is summarized as follows: Three months ended Mar. 31, (in thousands) 2023 2022 Beginning balance $ 1,031,433 $ 1,262,507 Commission revenue 98,265 209,639 Cash receipts (192,910) (335,663) Allowance for credit loss 16 84 Ending balance $ 936,804 $ 1,136,567 Less: Commissions receivable - current 292,943 189,287 Commissions receivable - non-current $ 643,861 $ 947,280 |
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: Three months ended Mar. 31, 2023 2022 Humana 38 % 24 % United 20 % 18 % Elevance Health 18 % 25 % Centene 8 % 15 % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Condensed Consolidated Statement of Operations: Three months ended Mar. 31, (in thousands) 2023 2022 Finance lease cost (1) $ — $ 61 Operating lease cost 2,092 1,947 Short-term lease cost (2) 19 83 Variable lease cost (3) 123 44 Sublease income (388) (275) Total net lease expense $ 1,846 $ 1,860 (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 Condensed 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 made 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. Supplemental cash flow information related to leases are as follows: Three months ended Mar. 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,343 $ 1,832 The weighted average remaining operating lease term and discount rate are as follows: Mar. 31, 2023 2022 Weighted average remaining lease term (in years): 7.6 years 3.9 years Weighted average discount rate: 8.1 % 6.2 % |
Schedule of Future Minimum Payments for Finance Leases | As of March 31, 2023, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases Remainder of 2023 $ 8,370 2024 8,026 2025 6,623 2026 5,528 2027 5,683 Thereafter 26,279 Total lease payments $ 60,509 Less: Imputed interest (16,453) Present value of lease liabilities $ 44,056 |
Schedule of Future Minimum Payments for Operating Leases | As of March 31, 2023, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases Remainder of 2023 $ 8,370 2024 8,026 2025 6,623 2026 5,528 2027 5,683 Thereafter 26,279 Total lease payments $ 60,509 Less: Imputed interest (16,453) Present value of lease liabilities $ 44,056 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
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 Condensed Consolidated Balance Sheets: (in thousands) Restructuring charges Balance at January 1, 2023 $ 2,083 Charges incurred — Cash paid (379) Balance at March 31, 2023 $ 1,704 |
Description of Business and S_3
Description of Business and Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||
Nov. 10, 2022 | Mar. 31, 2023 segment | Dec. 31, 2022 segment | May 06, 2020 | |
Class of Stock [Line Items] | ||||
Common units to class A common stock, conversion ratio | 1 | |||
Number of operating segments | 1 | 4 | ||
Number of reportable segments | 1 | 4 | ||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Stock split, conversion ratio | 0.0667 | |||
Class B common stock | ||||
Class of Stock [Line Items] | ||||
Stock split, conversion ratio | 0.0667 | |||
GHH, LLC | Norvax | ||||
Class of Stock [Line Items] | ||||
Equity method investment ownership percentage | 100% | |||
GHH, LLC | Blizzard Midco | ||||
Class of Stock [Line Items] | ||||
Equity method investment ownership percentage | 100% | |||
Blizzard Midco | Norvax | ||||
Class of Stock [Line Items] | ||||
Equity method investment ownership percentage | 100% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |||
Operating lease impairment charges | $ 0 | $ 0 | $ 25,300,000 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Definite-lived and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 728,000 | $ 728,000 |
Accumulated Amortization | 333,903 | 310,389 |
Net Carrying Amount | 394,097 | 417,611 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Net Carrying Amount | 477,097 | 500,611 |
Indefinite-lived trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Net Carrying Amount | 83,000 | 83,000 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 496,000 | 496,000 |
Accumulated Amortization | 251,543 | 233,829 |
Net Carrying Amount | 244,457 | 262,171 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 232,000 | 232,000 |
Accumulated Amortization | 82,360 | 76,560 |
Net Carrying Amount | $ 149,640 | $ 155,440 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of intangible assets | $ 0 | $ 0 |
Intangible Assets, Net - Summ_2
Intangible Assets, Net - Summary of Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2023 | $ 70,543 | |
2024 | 94,057 | |
2025 | 94,057 | |
2026 | 72,800 | |
2027 | 23,200 | |
Thereafter | 39,440 | |
Net Carrying Amount | 394,097 | $ 417,611 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2023 | 53,143 | |
2024 | 70,857 | |
2025 | 70,857 | |
2026 | 49,600 | |
2027 | 0 | |
Thereafter | 0 | |
Net Carrying Amount | 244,457 | 262,171 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2023 | 17,400 | |
2024 | 23,200 | |
2025 | 23,200 | |
2026 | 23,200 | |
2027 | 23,200 | |
Thereafter | 39,440 | |
Net Carrying Amount | $ 149,640 | $ 155,440 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: Unamortized debt discount and issuance costs | $ (7,312) | $ (8,053) |
Total debt | 509,503 | 510,080 |
Less: Current portion of long-term debt | (19,289) | (5,270) |
Total long-term debt | 490,214 | 504,810 |
Term Loan Facilities | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 516,815 | $ 518,133 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | 3 Months Ended | |||||||||||
Mar. 15, 2023 | Nov. 09, 2022 | Aug. 12, 2022 USD ($) | Mar. 14, 2022 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 11, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 13, 2019 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Repayment of borrowings | $ 1,391,000 | $ 1,318,000 | ||||||||||
Term Loan Facilities | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt issuance costs | $ 1,000,000 | $ 1,700,000 | ||||||||||
Effective interest rate | 12.20% | 11.20% | ||||||||||
Periodic payment percentage | 0.25% | |||||||||||
Term Loan Facilities | Forecast | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment premium | $ 14,000,000 | |||||||||||
Term Loan Facilities | Prepayment Percentage One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Prepayment as a percentage of principal amount outstanding | 0.500 | |||||||||||
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 | 0.25 | |||||||||||
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 | Initial Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount outstanding | $ 295,500,000 | $ 300,000,000 | ||||||||||
Term Loan Facilities | Incremental Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount outstanding | $ 113,500,000 | $ 115,000,000 | ||||||||||
Aggregate principal amount | $ 117,000,000 | |||||||||||
Term Loan Facilities | Incremental Term Loan Facility | Alternate Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 6.50% | |||||||||||
Term Loan Facilities | Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 7.50% | |||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount outstanding | 304,600,000 | 308,400,000 | ||||||||||
Aggregate principal amount | 310,000,000 | |||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Alternate Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 6.50% | 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) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 7.50% | |||||||||||
Variable interest rate spread, floor | 0.0100 | |||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR), One Month | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 10% | |||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR), Three Months | ||||||||||||
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 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 0.25% | |||||||||||
Term Loan Facilities | 2021-2 Incremental Term Loan Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amount outstanding | $ 98,700,000 | 100,000,000 | ||||||||||
Aggregate principal amount | 100,000,000 | |||||||||||
Term Loan Facilities | 2021-2 Incremental Term Loan Facility | Alternate Base Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 6.50% | 6.50% | 5.50% | |||||||||
Term Loan Facilities | 2021-2 Incremental Term Loan Facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 7.50% | 6.50% | ||||||||||
Term Loan Facilities | 2021-2 Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 7.50% | |||||||||||
Revolving Credit Facilities | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | 200,000,000 | |||||||||||
Commitment fee percentage | 0.50% | |||||||||||
Remaining borrowing capacity | $ 200,000,000 | |||||||||||
Revolving Credit Facilities | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 30,000,000 | |||||||||||
Revolving Credit Facilities | Incremental Revolving Credit Facilities | ||||||||||||
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] | ||||||||||||
Amount outstanding | 0 | $ 0 | ||||||||||
Aggregate principal amount | $ 30,000,000 | |||||||||||
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 | Secured Overnight Financing Rate (SOFR) | ||||||||||||
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 | |||||||||||
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 | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Variable interest rate spread | 4% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) shares in Thousands | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2020 vote $ / shares shares | Mar. 31, 2023 $ / shares shares | Mar. 31, 2022 | Dec. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | shares | 20,000 | 20,000 | 20,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 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 | |||
GHH, LLC | ||||
Class of Stock [Line Items] | ||||
Weighted-average ownership percentage by non-controlling interest holders | 59.30% | 63.80% | ||
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 | 1,100,000 | 1,100,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of votes per common share held | vote | 1 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | shares | 690,000 | 616,257 | 616,259 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of votes per common share held | vote | 1 |
Stockholders' Equity - Redeemab
Stockholders' Equity - Redeemable Convertible Preferred Stock (Details) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |||
Sep. 23, 2022 USD ($) day $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Jul. 31, 2020 $ / shares shares | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | shares | 20,000 | 20,000 | 20,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
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% | |||
Maximum | ||||
Class of Stock [Line Items] | ||||
Common stock, voting rights, percentage | 0.0999 | |||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares issued (in shares) | shares | 50 | |||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Proceeds from sale of Series A redeemable convertible preferred stock | $ | $ 50 | |||
Convertible preferred stock, issued, price per share (in dollars per share) | $ 1,000 | |||
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 | |||
Temporary equity, convertible, conversion ratio of cash dividends | 1,000 | |||
Temporary equity, convertible, conversion ratio of non-cash dividends | 1,000 | |||
Impairment of goodwill | $ | $ 1.6 | |||
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 Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares issued (in shares) | shares | 50 | 50 | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Convertible preferred stock, shares authorized (in shares) | shares | 50 | 50 | 50 | |
Series A-1 Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | shares | 200 | 200 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Convertible preferred stock, shares authorized (in shares) | shares | 200 | |||
Dividends paid | $ | $ 0.9 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, conversion ratio | 1,000 |
Stockholders' Equity - Reverse
Stockholders' Equity - Reverse Stock Split (Details) | Nov. 10, 2022 |
Class A Common Stock | |
Class of Stock [Line Items] | |
Stock split, conversion ratio | 0.0667 |
Class B common stock | |
Class of Stock [Line Items] | |
Stock split, conversion ratio | 0.0667 |
Share-Based Compensation Plan_2
Share-Based Compensation Plans - Summary of Share-Based Compensation Expenses by Operating Function (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 6,584 | $ 5,155 |
Marketing and advertising | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 66 | 441 |
Customer care and enrollment | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 604 | 631 |
Technology | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 767 | 982 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 5,147 | $ 3,101 |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income (loss) | $ (22,543) | $ (37,241) |
Less: Net loss attributable to non-controlling interests | (13,364) | (23,758) |
Net income (loss) attributable to GoHealth, Inc. | (9,179) | (13,483) |
Less: Dividends accumulated on redeemable convertible preferred stock | 892 | 0 |
Net loss attributable to common stockholders, basic | (10,071) | (13,483) |
Net loss attributable to common stockholders, diluted | $ (10,071) | $ (13,483) |
Denominator: | ||
Weighted-average shares of Class A common stock outstanding — basic (in shares) | 8,965 | 7,747 |
Effect of dilutive securities (in shares) | 0 | 0 |
Weighted-average shares of Class A common stock outstanding—diluted | 8,965 | 7,747 |
Net loss per share of Class A common stock — basic (in dollars per share) | $ (1.12) | $ (1.74) |
Net loss per share of Class A common stock — diluted (in dollars per share) | $ (1.12) | $ (1.74) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
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) | 2,145 | 425 |
Series A-1 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) | 3,873 | 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) | 13,053 | 13,289 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jul. 17, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 0.19% | (1.28%) | ||
Tax Receivable Agreement, payment, percent of amount of tax benefits realized or deemed to realize | 85% | |||
Tax Receivable Agreement, liability | $ 0.6 | $ 0.6 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Negative revenue adjustments relating to performance obligations satisfied in prior periods | $ 0 | $ 2,600,000 | |
Revenue recognized that was previously deferred | $ 40,500,000 | $ 100,000 | |
Four Customers | Accounts receivable and unbilled receivables | Customer concentration risk | |||
Disaggregation of Revenue [Line Items] | |||
Revenue percent | 94% | ||
Accounts receivable and unbilled receivables | $ 30,000,000 | ||
Three customers | Accounts receivable and unbilled receivables | Customer concentration risk | |||
Disaggregation of Revenue [Line Items] | |||
Revenue percent | 85% | ||
Accounts receivable and unbilled receivables | $ 37,600,000 | ||
Prepaid expenses and other current assets | |||
Disaggregation of Revenue [Line Items] | |||
Unbilled receivables for performance-based enrollment fees | $ 5,900,000 | $ 39,600,000 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 183,158 | $ 270,593 |
Commission Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 98,265 | 209,639 |
Medicare Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 169,627 | 231,471 |
Medicare Revenue | Agency Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 124,655 | 225,719 |
Medicare Revenue | Commission Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 97,531 | 191,693 |
Medicare Revenue | Partner Marketing Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 27,124 | 34,026 |
Medicare Revenue | Non-Agency Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 44,972 | 5,752 |
Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 13,531 | 39,122 |
Other Revenue | Non-Encompass BPO Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 6,794 | 34,937 |
Other Revenue | Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 6,737 | $ 4,185 |
Revenue - Summary of Commission
Revenue - Summary of Commissions Receivable Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Contract with Customer, Asset [Roll Forward] | |||
Commission revenue | $ 183,158 | $ 270,593 | |
Less: Commissions receivable - current | 292,943 | $ 335,796 | |
Commissions receivable - non-current | 643,861 | $ 695,637 | |
Commission Revenue | |||
Contract with Customer, Asset [Roll Forward] | |||
Beginning balance | 1,031,433 | 1,262,507 | |
Commission revenue | 98,265 | 209,639 | |
Cash receipts | (192,910) | (335,663) | |
Allowance for credit loss | 16 | 84 | |
Ending balance | 936,804 | 1,136,567 | |
Less: Commissions receivable - current | 292,943 | 189,287 | |
Commissions receivable - non-current | $ 643,861 | $ 947,280 |
Revenue - Significant Customers
Revenue - Significant Customers (Details) - Revenue - Customer concentration risk | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Humana | ||
Concentration Risk [Line Items] | ||
Revenue percent | 38% | 24% |
United | ||
Concentration Risk [Line Items] | ||
Revenue percent | 20% | 18% |
Elevance Health | ||
Concentration Risk [Line Items] | ||
Revenue percent | 18% | 25% |
Centene | ||
Concentration Risk [Line Items] | ||
Revenue percent | 8% | 15% |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Finance lease cost | $ 0 | $ 61 |
Operating lease cost | 2,092 | 1,947 |
Short-term lease cost | 19 | 83 |
Variable lease cost | 123 | 44 |
Sublease income | (388) | (275) |
Total net lease expense | $ 1,846 | $ 1,860 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Leases [Abstract] | |||
Operating lease impairment charges | $ 0 | $ 0 | $ 25,300,000 |
Leases - Minimum Future Payment
Leases - Minimum Future Payments for Finance and Operating Leases (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Operating Leases | |
Remainder of 2023 | $ 8,370 |
2024 | 8,026 |
2025 | 6,623 |
2026 | 5,528 |
2027 | 5,683 |
Thereafter | 26,279 |
Total lease payments | 60,509 |
Less: Imputed interest | (16,453) |
Present value of lease liabilities | $ 44,056 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 3,343 | $ 1,832 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate (Details) | Mar. 31, 2023 | Mar. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years): | 7 years 7 months 6 days | 3 years 10 months 24 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 ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Lease payments | $ 1,500,000 | $ 300,000 |
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 | $ 0 | $ 400,000 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Aug. 09, 2022 position | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Restructuring and Related Activities [Abstract] | |||
Number of positions eliminated | position | 828 | ||
Percentage of workforce eliminated | 23.70% | ||
Restructuring and other related charges | $ | $ 0 | $ 0 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Changes in Restructuring and Related Charges (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at January 1, 2023 | $ 2,083 |
Charges incurred | 0 |
Cash paid | (379) |
Balance at March 31, 2023 | $ 1,704 |