Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 02, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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,$0.0001 par value per share | |
Trading Symbol | GOCO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001808220 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 114,773,928 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 205,934,452 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Net revenues: | |||||
Net revenues | $ 211,734 | $ 163,360 | $ 612,815 | $ 431,427 | |
Operating expenses: | |||||
Cost of revenue | 53,632 | 25,827 | 139,449 | 104,520 | |
Marketing and advertising | 59,511 | 62,848 | 169,730 | 110,556 | |
Customer care and enrollment | 87,813 | 52,896 | 196,834 | 105,267 | |
Technology | 11,651 | 39,520 | 33,251 | 49,818 | |
General and administrative | 24,232 | 156,551 | 69,176 | 177,400 | |
Change in fair value of contingent consideration liability | 0 | 0 | 0 | 19,700 | |
Amortization of intangible assets | 23,514 | 23,514 | 70,543 | 70,543 | |
Total operating expenses | 260,353 | 361,156 | 678,983 | 637,804 | |
Income (loss) from operations | (48,619) | (197,796) | (66,168) | (206,377) | |
Interest expense | 6,921 | 8,636 | 23,886 | 24,378 | |
Loss on extinguishment of debt | 0 | 0 | 11,935 | 0 | |
Other (income) expense, net | (30) | 2 | 27 | (494) | |
Income (loss) before income taxes | (55,510) | (206,434) | (102,016) | (230,261) | |
Income tax expense (benefit) | (79) | 62 | (142) | 38 | |
Net income (loss) | (55,431) | (206,496) | (101,874) | (230,299) | |
Net income (loss) attributable to non-controlling interests | (35,248) | (150,076) | (67,612) | (150,076) | |
Net income (loss) attributable to GoHealth, Inc. | $ (20,183) | $ (56,420) | $ (34,262) | $ (80,223) | |
Net loss per share (Note 7): | |||||
Net loss per share of Class A common stock — basic (in dollars per share) | [1] | $ (0.18) | $ (0.65) | $ (0.33) | $ (0.65) |
Net loss per share of Class A common stock — diluted (in dollars per share) | [1] | $ (0.18) | $ (0.65) | $ (0.33) | $ (0.65) |
Weighted-average shares of Class A common stock outstanding — basic (in shares) | 113,938 | 84,183 | 102,939 | 84,183 | |
Weighted-average shares of Class A common stock outstanding — diluted (in shares) | 113,938 | 84,183 | 102,939 | 84,183 | |
Commission | |||||
Net revenues: | |||||
Net revenues | $ 174,948 | $ 101,390 | $ 496,437 | $ 310,506 | |
Enterprise | |||||
Net revenues: | |||||
Net revenues | $ 36,786 | $ 61,970 | $ 116,378 | $ 120,921 | |
[1] | Net loss per share of Class A common stock—basic and diluted is the same for both the three and nine months ended September 30, 2020 as both periods are based on the post-IPO net loss from July 17, 2020 to September 30, 2020. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (55,431) | $ (206,496) | $ (101,874) | $ (230,299) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 31 | (85) | (68) | 13 |
Comprehensive income (loss) | (55,400) | (206,581) | (101,942) | (230,286) |
Comprehensive income (loss) attributable to non-controlling interests | (35,226) | (150,145) | (67,659) | (150,145) |
Comprehensive income (loss) attributable to GoHealth, Inc. | $ (20,174) | $ (56,436) | $ (34,283) | $ (80,141) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 85,221 | $ 144,234 |
Accounts receivable, net of allowance for doubtful accounts of $634 in 2021 and $787 in 2020 | 8,578 | 14,211 |
Receivable from NVX Holdings, Inc. | 0 | 3,395 |
Commissions receivable - current | 133,422 | 188,128 |
Prepaid expense and other current assets | 29,291 | 41,854 |
Total current assets | 256,512 | 391,822 |
Commissions receivable - non-current | 837,958 | 622,270 |
Other long-term assets | 3,988 | 2,072 |
Property, equipment, and capitalized software, net | 27,424 | 17,353 |
Intangible assets, net | 618,183 | 688,726 |
Goodwill | 386,553 | 386,553 |
Total assets | 2,130,618 | 2,108,796 |
Current liabilities: | ||
Accounts payable | 24,297 | 8,733 |
Accrued liabilities | 32,737 | 26,926 |
Commissions payable - current | 60,303 | 78,478 |
Deferred revenue | 561 | 736 |
Current portion of long-term debt | 4,270 | 4,170 |
Other current liabilities | 10,764 | 8,328 |
Total current liabilities | 132,932 | 127,371 |
Non-current liabilities: | ||
Commissions payable - non-current | 237,005 | 182,596 |
Long-term debt, net of current portion | 439,216 | 396,400 |
Other non-current liabilities | 3,676 | 3,274 |
Total non-current liabilities | 679,897 | 582,270 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock – $0.0001 par value; 20,000 shares authorized; no shares issued and outstanding at September 30, 2021 and December 31, 2020. | 0 | 0 |
Additional paid-in capital | 550,455 | 399,169 |
Accumulated other comprehensive income (loss) | (4) | 17 |
Accumulated deficit | (53,064) | (18,802) |
Total stockholders' equity attributable to GoHealth, Inc. | 497,419 | 380,416 |
Non-controlling interests | 820,370 | 1,018,739 |
Total stockholders’ equity | 1,317,789 | 1,399,155 |
Total liabilities and stockholders’ equity | 2,130,618 | 2,108,796 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 11 | 8 |
Class B common stock | ||
Stockholders’ equity: | ||
Common stock | $ 21 | $ 24 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 634 | $ 787 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,100,000,000 | 1,100,000,000 |
Common stock, shares issued (in shares) | 114,713,000 | 84,196,000 |
Common stock, shares outstanding (in shares) | 114,713,000 | 84,196,000 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 588,002,000 | 619,004,000 |
Common stock, shares issued (in shares) | 205,995,000 | 236,997,000 |
Common stock, shares outstanding (in shares) | 205,995,000 | 236,997,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' / Members' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Members’ Equity | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest |
Beginning balance at Dec. 31, 2019 | $ 860,144 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | $ (230,299) | |||||||||
Foreign currency translation adjustment | 13 | |||||||||
Issuance of Senior Preferred Earnout Units | 100,000 | |||||||||
Issuance of Common Earnout Units | 100,000 | |||||||||
Issuance of common units | 10,000 | |||||||||
Net loss prior to the Transactions | (25,465) | (25,465) | ||||||||
Share-based compensation expense prior to the Transactions | 1,182 | |||||||||
Foreign currency translation adjustment prior to the Transactions | (59) | |||||||||
Effect of the Transactions | 1,045,802 | (1,045,802) | $ 31 | $ (524,977) | $ 1,570,748 | |||||
Effect of the Transactions (in shares) | 307,980 | |||||||||
Issuance of common stock sold in IPO, net of offering costs (in shares) | 43,500 | |||||||||
Issuance of common stock sold in IPO, net of offering costs | 852,407 | $ 4 | 852,403 | |||||||
Effect of the Blocker Merger (in shares) | 40,683 | (45,503) | ||||||||
Effect of the Blocker Merger | (96,165) | $ 4 | $ (5) | (96,164) | ||||||
Redemption of LLC Interests (in shares) | (25,480) | |||||||||
Redemption of LLC Interests | (508,320) | $ (2) | (508,318) | |||||||
Settlement of Senior Preferred Earnout Units | (100,000) | (100,000) | ||||||||
Assumption of contingent consideration liability by significant shareholder | 62,400 | 62,400 | ||||||||
Share-based compensation expense upon vesting of performance-based profit units | 209,300 | 209,300 | ||||||||
Net loss subsequent to the Transactions | (204,834) | $ (54,758) | (150,076) | |||||||
Share-based compensation expense subsequent to the Transactions | 2,664 | 2,664 | ||||||||
Foreign currency translation adjustment subsequent to the Transactions | (85) | $ (85) | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 84,183 | 236,997 | ||||||||
Ending balance at Sep. 30, 2020 | 1,263,169 | $ 8 | $ 24 | 392,490 | (54,758) | (85) | 925,490 | |||
Beginning balance at Jun. 30, 2020 | 1,047,513 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (206,496) | |||||||||
Foreign currency translation adjustment | (85) | |||||||||
Net loss prior to the Transactions | (1,662) | (1,662) | ||||||||
Share-based compensation expense prior to the Transactions | 106 | |||||||||
Foreign currency translation adjustment prior to the Transactions | (155) | |||||||||
Effect of the Transactions | 1,045,802 | $ (1,045,802) | $ 31 | (524,977) | 1,570,748 | |||||
Effect of the Transactions (in shares) | 307,980 | |||||||||
Issuance of common stock sold in IPO, net of offering costs (in shares) | 43,500 | |||||||||
Issuance of common stock sold in IPO, net of offering costs | 852,407 | $ 4 | 852,403 | |||||||
Effect of the Blocker Merger (in shares) | 40,683 | (45,503) | ||||||||
Effect of the Blocker Merger | (96,165) | $ 4 | $ (5) | (96,164) | ||||||
Redemption of LLC Interests (in shares) | (25,480) | |||||||||
Redemption of LLC Interests | (508,320) | $ (2) | (508,318) | |||||||
Settlement of Senior Preferred Earnout Units | (100,000) | (100,000) | ||||||||
Assumption of contingent consideration liability by significant shareholder | 62,400 | 62,400 | ||||||||
Share-based compensation expense upon vesting of performance-based profit units | 209,300 | 209,300 | ||||||||
Net loss subsequent to the Transactions | (204,834) | (54,758) | (150,076) | |||||||
Share-based compensation expense subsequent to the Transactions | 2,664 | 2,664 | ||||||||
Foreign currency translation adjustment subsequent to the Transactions | (85) | (85) | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 84,183 | 236,997 | ||||||||
Ending balance at Sep. 30, 2020 | 1,263,169 | $ 8 | $ 24 | 392,490 | (54,758) | (85) | 925,490 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 84,196 | 236,997 | 84,196 | 236,997 | ||||||
Beginning balance at Dec. 31, 2020 | 1,399,155 | $ 8 | $ 24 | 399,169 | (18,802) | 17 | 1,018,739 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Class A common shares related to share-based compensation plans (in shares) | 94 | |||||||||
Issuance of Class A common shares related to share-based compensation plans | 476 | 476 | ||||||||
Net loss | (101,874) | (34,262) | (67,612) | |||||||
Share-based compensation expense | 20,100 | 20,100 | ||||||||
Foreign currency translation adjustment | (68) | (21) | (47) | |||||||
Forfeitures of Time-Vesting Units (in shares) | (579) | |||||||||
Net loss prior to the Transactions | 0 | |||||||||
Redemption of LLC Interests (in shares) | 30,423 | (30,423) | ||||||||
Redemption of LLC Interests | 0 | $ 3 | $ (3) | 130,710 | (130,710) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 114,713 | 205,995 | 114,713 | 205,995 | ||||||
Ending balance at Sep. 30, 2021 | 1,317,789 | $ 11 | $ 21 | 550,455 | (53,064) | (4) | 820,370 | |||
Beginning balance (in shares) at Jun. 30, 2021 | 105,318 | 215,495 | ||||||||
Beginning balance at Jun. 30, 2021 | 1,365,800 | $ 10 | $ 22 | 503,689 | (32,881) | (13) | 894,973 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of Class A common shares related to share-based compensation plans (in shares) | 20 | |||||||||
Net loss | (55,431) | (20,183) | (35,248) | |||||||
Share-based compensation expense | 7,389 | 7,389 | ||||||||
Foreign currency translation adjustment | 31 | 9 | 22 | |||||||
Forfeitures of Time-Vesting Units (in shares) | (125) | |||||||||
Net loss prior to the Transactions | 0 | |||||||||
Redemption of LLC Interests (in shares) | 9,375 | (9,375) | ||||||||
Redemption of LLC Interests | 0 | $ 1 | $ (1) | 39,377 | (39,377) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 114,713 | 205,995 | 114,713 | 205,995 | ||||||
Ending balance at Sep. 30, 2021 | $ 1,317,789 | $ 11 | $ 21 | $ 550,455 | $ (53,064) | $ (4) | $ 820,370 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net income (loss) | $ (101,874) | $ (230,299) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Share-based compensation | 20,100 | 213,146 |
Depreciation and amortization | 6,632 | 2,899 |
Amortization of intangible assets | 70,543 | 70,543 |
Amortization of debt discount and issuance costs | 1,696 | 1,744 |
Change in fair value of contingent consideration | 0 | 19,700 |
Loss on extinguishment of debt | 11,935 | 0 |
Loss on sublease | 1,062 | 0 |
Other non-cash items | (708) | (1,100) |
Changes in assets and liabilities: | ||
Accounts receivable | 6,173 | 14,860 |
Commissions receivable | (160,982) | (117,888) |
Prepaid expenses and other assets | 10,471 | (10,884) |
Accounts payable | 18,298 | (4,402) |
Accrued liabilities | 5,693 | (1,793) |
Deferred revenue | (175) | 40,188 |
Commissions payable | 36,233 | 27,983 |
Other liabilities | 2,484 | 4,138 |
Net cash (used in) provided by operating activities | (72,419) | 28,835 |
Investing Activities | ||
Purchases of property, equipment and software | (19,269) | (12,023) |
Net cash used in investing activities | (19,269) | (12,023) |
Financing Activities | ||
Proceeds from borrowings | 335,000 | 117,000 |
Repayment of borrowings | (297,903) | (2,835) |
Call premium paid for debt extinguishment | (5,910) | 0 |
Debt issuance cost payments | (1,608) | (6,291) |
Principal payments under capital lease obligations | (231) | (218) |
Cash received on advancement to NVX Holdings, Inc. | 3,395 | 0 |
Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs | 0 | 852,407 |
Payment of partial consideration to Blocker Shareholders in the Blocker Merger | 0 | (96,165) |
Purchase of LLC Interests from Continuing Equity Owners | 0 | (508,320) |
Settlement of Senior Preferred Earnout Units | 0 | (100,000) |
Proceeds received upon issuance of common units | 0 | 10,000 |
Net cash provided by financing activities | 32,743 | 265,578 |
Effect of exchange rate changes on cash and cash equivalents | (68) | (68) |
Increase (decrease) in cash and cash equivalents | (59,013) | 282,322 |
Cash and cash equivalents at beginning of period | 144,234 | 12,276 |
Cash and cash equivalents at end of period | 85,221 | 294,598 |
Non-cash investing and financing activities: | ||
Purchases of property, equipment and software included in accounts payable | 2,734 | 1,104 |
Net issuance of Class A and Class B common stock in connection with the Transactions | 0 | 30 |
Settlement of contingent consideration liability | 0 | 62,400 |
Senior preferred earnout stock | ||
Non-cash investing and financing activities: | ||
Issuance of equity to settle contingent consideration liability | 0 | 100,000 |
Common earnout stock | ||
Non-cash investing and financing activities: | ||
Issuance of equity to settle contingent consideration liability | $ 0 | $ 100,000 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 access to healthcare in America. The Company works with insurance carriers to provide solutions to efficiently enroll individuals in health insurance plans. The Company’s proprietary technology platform leverages modern machine-learning algorithms powered by nearly 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 insurance agents leverage the power of its vertically integrated customer acquisition platform to enroll members in Medicare and individual and family plans. Certain of the Company’s operations do business as GoHealth, LLC (“GoHealth”), a wholly owned subsidiary of the Company that was founded in 2001. The Company was incorporated in Delaware on March 27, 2020 for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of GoHealth Holdings, LLC (formerly known as Blizzard Parent, LLC), a Delaware limited liability company, and its wholly owned subsidiaries (collectively, "GHH, LLC"). On July 17, 2020, the Company completed an initial public offering of 43,500 shares of its Class A common stock at a public offering price of $21.00 per share (“the IPO”), receiving approximately $852.4 million in net proceeds, after deducting the underwriting discount and offering expenses. Pursuant to a reorganization into a holding company structure, the Company is a holding company and its principal asset is a controlling equity interest in GHH, LLC. As the sole managing member of GHH, LLC, the Company operates and controls all of the business and affairs of GHH, LLC, and through GHH, LLC and its subsidiaries, conducts its business. Basis of Presentation and Significant Accounting Policies In connection with the Company’s IPO, the Company completed a series of organizational transactions (the “Transactions”). The Transactions included: • The amendment and restatement of the existing limited liability company agreement of GHH, LLC to, among other things, (1) recapitalize all existing ownership interests in GHH, LLC (including profits units awarded under the existing limited liability company agreement of GHH, LLC) and (2) appoint the Company as the sole managing member of GHH, LLC upon its acquisition of LLC Interests in connection with the IPO; • the amendment and restatement of the Company’s certificate of incorporation to, among other things, provide for (1) Class A common stock, with each share of the Company’s Class A common stock entitling its holder to economic rights and one vote per share on all matters presented to stockholders generally and (2) Class B common stock, with each share of the Company’s Class B common stock being a non-economic share but entitling its holder to one vote per share on all matters presented to stockholders generally (provided that shares of Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees); • the issuance of 307,980 shares of the Company's Class B common stock, including the issuance of 229,399 such shares to the Continuing Equity Owners, which is equal to the number of LLC Interests held directly or indirectly by such Continuing Equity Owners immediately following the Transactions, for nominal consideration; • the issuance of 43,500 shares of the Company’s Class A common stock to the purchasers in the IPO in exchange for net proceeds, after taking into account the underwriting discount and offering expenses payable by the Company, of approximately $852.4 million; • the acquisition by the Company of the Blocker Company in a merger transaction (the “Blocker Merger”), which Blocker Company held 45,503 LLC interests and a corresponding amount of the Company’s Class B common stock (which shares were cancelled after the Blocker Merger), in exchange for 40,683 shares of the Company’s Class A common stock and payment of $96.2 million in cash to Blocker Shareholders; • the use of the remaining net proceeds from the IPO to (i) pay $508.3 million in cash to redeem 25,480 LLC Interests held directly or indirectly by the Continuing Equity Owners, (ii) satisfy in full $100.0 million in aggregate face amount of senior preferred earnout units in connection with the Transactions, and (iii) use for general corporate purposes; and • the Company entered into (1) a stockholders’ agreement with Centerbridge and NVX Holdings, Inc., (2) a registration rights agreement with certain of the Continuing Equity Owners and (3) a tax receivable agreement with GHH, LLC, the Continuing Equity Owners and the Blocker Shareholders. In connection with the IPO, the Company became the sole managing member of GHH, LLC and controls the management of GHH, LLC. As a result, the Company consolidates GHH, LLC’s financial results in its 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. Immediately following the completion of the Transactions and the IPO, the Company owned 26.8% of the economic interests in GHH, LLC, while the Continuing Equity Owners owned the remaining 73.2% of the economic interests in GHH, LLC. Net income and loss is allocated to the Continuing Equity Owners on a pro rata basis, assuming that any Class B common units that are subject to time-based vesting requirements are fully vested. The Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the Transactions have been adjusted to combine the previously separate entities for presentation purposes. GHH, LLC is a holding company with no operating assets or operations and was formed to acquire a 100% equity interest in Norvax, LLC (“Norvax”). 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. On August 15, 2019, GHH, LLC entered into a series of arrangements to acquire 100% of the equity interest in Norvax. On September 13, 2019, Blizzard Merger Sub LLC, a transitory merger company of Blizzard Midco, LLC, merged into Norvax, with Norvax continuing as the surviving limited liability company and GHH, LLC's operating entity (the “Acquisition”). The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, but do not include all information and footnote disclosures required under U.S. 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, including a reclassification of unbilled receivables that was previously reported within accounts receivables, net, to prepaid expenses and other current assets within the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows. Refer to Note 9, “Revenue,” for information on unbilled receivables. These reclassifications had no impact on the Company’s financial position, results of operations, or cash flows. 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. 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, 2020. Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in its fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. As a result, the Company’s Medicare plan-related commission revenue is typically highest in the Company’s fourth quarter. The majority of the Company’s individual and family health insurance plans are sold in its fourth quarter during the annual open enrollment period as defined under the federal Patient Protection and ACA and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of the open enrollment period, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. As a result, the Company’s individual and family plan-related commission revenue is typically highest in the Company’s fourth quarter. Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted The Company qualifies as an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act allows an emerging growth company to delay adoption of new or revised accounting standards applicable to public companies until such standards are applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. In the event that the Company no longer meets the requirements of being an emerging growth company, the effective adoption dates of such standards would be that of non-emerging growth companies. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The guidance specifies that lessees will need to recognize a right-of-use asset and a lease liability for virtually all their leases except those which meet the definition of a short-term lease. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or financing. Classification will be based on criteria that are similar to those applied in current lease accounting, but without explicit bright lines. As the Company expects to lose its emerging growth company (“EGC”) status as of December 31, 2021, the new guidance will be effective January 1, 2021 and will be applied in the Company’s Annual Report on Form 10-K for the year ending December 31, 2021. The Company expects to elect the optional transition method which allows entities to continue to apply historical accounting guidance in the comparative periods presented in the year of adoption. At transition, lessees and lessors may elect to apply a package of practical expedients permitting entities not to reassess: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. These practical expedients must be elected as a package and consistently applied. The Company expects to apply the package of practical expedients upon adoption. While we are still finalizing the impact this guidance will have on our consolidated financial statements, based on our lease portfolio as of January 1, 2021, the Company expects it will record right-of-use assets and lease liabilities, primarily related to real estate, in a range of $25 million to $30 million upon adoption of this guidance. We currently do not expect the amended guidance to have any other material impacts on our financial statements. In November 2019, the FASB issued ASU 2019-11, Financial Instruments – Credit Losses (Topic 326), which amends the guidance for accounting for assets that are potentially subject to credit risk. The amendments affect contract assets, loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. As the Company expects to lose its EGC status as of December 31, 2021, the new guidance will be effective January 1, 2021 and will be applied in the Company’s Annual Report on Form 10-K for the year ending December 31, 2021. The Company is currently evaluating the new guidance to determine the impact it will have on its Condensed Consolidated Financial Statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The guidance simplifies the accounting for income taxes. As the Company expects to lose its EGC status as of December 31, 2021, the new guidance will be effective January 1, 2021 and will be applied in the Company’s Annual Report on Form 10-K for the year ending December 31, 2021. The Company is currently evaluating the guidance to determine the impact it will have on its Condensed Consolidated Financial Statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques the Company uses to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company classifies the inputs used to measure fair value into the following hierarchy: Level 1 Inputs Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability. Level 3 Inputs Unobservable inputs for the asset or liability. Fair Value Measurements In connection with the Acquisition, GHH, LLC agreed to pay additional contingent consideration if certain financial targets are achieved. The fair value of the contingent consideration liability was measured using a Monte Carlo simulation and is discounted using a rate that appropriately captures the risk associated with the obligation. In connection with the IPO, a significant shareholder assumed the outstanding contingent consideration liability and the Company recorded the settlement of the $62.4 million liability as an increase to additional paid-in capital. The following table sets forth the changes to the fair value of the contingent consideration for the nine months ended September 30, 2020. (in thousands) Balance at Dec. 31, 2019 $ 242,700 Settlement of 2019 earnout (200,000) 2020 earnout fair value adjustment 19,700 Settlement of 2020 earnout (62,400) Balance at Sep. 30, 2020 $ — The carrying amount of certain financial instruments, including cash and cash equivalents, accounts receivable, unbilled receivables, commissions receivable, accounts payable, accrued expenses, and commissions payable approximate fair value due to the short maturity of these instruments. Commissions receivable are recorded at constrained lifetime values. The carrying value of debt approximates fair value due to the variable nature of interest rates. |
Goodwill And Intangible Assets,
Goodwill And Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill During 2019, the Company allocated $380.3 million and $6.2 million of the goodwill recognized in connection with the Acquisition to its Medicare—Internal segment and Medicare—External segment, respectively, based on an estimate of the relative fair value of each reportable segment. The Company tests goodwill for impairment at the reporting unit level annually on November 30th and whenever events or circumstances make it more likely than not that an impairment may have occurred. A reporting unit is an operating segment or one level below an operating segment to which goodwill is assigned when initially recorded. The Company has four reporting units, which are the same as its four operating segments. There was no impairment of goodwill for the three and nine months ended September 30, 2021 and 2020. Intangible Assets The gross carrying amounts, accumulated amortization and net carrying amounts of the Company’s definite-lived amortizable intangible assets, as well as its indefinite-lived intangible trade names, are as follows: Sep. 30, 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 145,257 $ 350,743 Customer relationships 232,000 47,560 184,440 Total intangible assets subject to amortization $ 728,000 $ 192,817 $ 535,183 Indefinite-lived trade names 83,000 Total intangible assets $ 618,183 Dec. 31, 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 92,114 $ 403,886 Customer relationships 232,000 30,160 201,840 Total intangible assets subject to amortization $ 728,000 $ 122,274 $ 605,726 Indefinite-lived trade names 83,000 Total intangible assets $ 688,726 There was no impairment of intangible assets for the three and nine months ended September 30, 2021 and 2020. As of September 30, 2021, 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 2021 $ 17,714 $ 5,800 $ 23,514 2022 70,857 23,200 94,057 2023 70,857 23,200 94,057 2024 70,857 23,200 94,057 2025 70,857 23,200 94,057 Thereafter 49,601 85,840 135,441 Total $ 350,743 $ 184,440 $ 535,183 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT The Company’s long-term debt consisted of the following: (in thousands) Sep. 30, 2021 Dec. 31, 2020 Term Loan Facilities $ 424,470 $ 412,373 Revolving Credit Facilities 25,000 — Less: Unamortized debt discount and issuance costs (5,984) (11,803) Total debt $ 443,486 $ 400,570 Less: Current portion of long-term debt (4,270) (4,170) Total long-term debt $ 439,216 $ 396,400 Term Loan Facilities On September 13, 2019, in connection with the Acquisition, Norvax (“the Borrower”) entered into a first lien credit agreement (the “Credit Agreement”) which provided for a $300.0 million aggregate principal amount senior secured term loan facility (the “Initial Term Loan Facility”). During 2020, the Company entered into a series of amendments to the Credit Agreement to provide for, among other items as further described below, $117.0 million of incremental term loans (the “Incremental Term Loan Facility”). On June 11, 2021, the Company entered into Amendment No. 5 to the Credit Agreement and Incremental Facility Agreement (“Amendment No. 5”). Amendment No. 5 creates a new class of incremental term loans (the “2021 Incremental Term Loans”) in an aggregate principal amount equal to $310.0 million, which was used to refinance $295.5 million of outstanding principal under the Initial Term Loan Facility, pay the related accrued interest and fund the prepayment premium. In connection with Amendment No. 5 and the refinancing of the Initial Term Loan, the Company recognized an $11.9 million loss on debt extinguishment, representing the 2% prepayment premium of $5.9 million and the write-down of deferred financing costs and debt discounts of $6.0 million. The Company incurred $1.7 million of debt issuance costs associated with Amendment No. 5, which are being amortized over the life of the debt to interest expense using the effective interest method. The Company collectively refers to the Initial Term Loan Facility, the Incremental Term Loan Facility, and the 2021 Incremental Term Loans as the “Term Loan Facilities”. As of September 30, 2021, the Company had a principal amount of $115.2 million and $309.2 million outstanding under the Incremental Term Loan Facility and the 2021 Incremental Term Loans, respectively. As of December 31, 2020, the Company had a principal amount of $296.3 million and $116.1 million outstanding under the Initial Term Loan Facility and Incremental Term Loan Facility, respectively. The Incremental Term Loan Facility effective interest rate was 7.5% at both September 30, 2021 and December 31, 2020. The 2021 Incremental Term Loans effective interest rate was 5.0% at September 30, 2021. The Initial Term Loan Facility effective interest rate was 7.5% at December 31, 2020. Borrowings under the Incremental Term Loan Facility are, at the option of the Borrower, either (i) alternate base rate (“ABR”) plus 5.50% per annum or (ii) LIBOR plus 6.50% per annum. The 2021 Incremental Term Loans bear interest at either (i) ABR plus 3.00% per annum or (ii) LIBOR plus 4.00% per annum. 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. Revolving Credit Facilities The Credit Agreement provided for a $30.0 million aggregate principal amount senior secured revolving credit facility (the “Revolving Credit Facility”). During 2020, the Company entered into a series of amendments to the Credit Agreement to provide for $28.0 million of incremental revolving credit (the “Incremental Revolving Credit Facilities”). On May 7, 2021, the Company entered into a fourth amendment to the Credit Agreement, which provided $142.0 million of incremental revolving credit (the “Incremental No. 4 Revolving Credit Facility”), for a total amount of $200.0 million. The Company collectively refers to the Revolving Credit Facility, the Incremental Revolving Credit Facilities, and the Incremental No. 4 Revolving Credit Facility as the “Revolving Credit Facilities”. Amendment No. 5, as described above, also separates the Revolving Credit Facilities into two classes of revolving commitments consisting of Class A Revolving Commitments in the amount of $30.0 million and Class B Revolving Commitments in the amount of $170.0 million. Borrowings under the Class A Revolving Commitments bear interest at either ABR plus 5.50% per annum or LIBOR plus 6.50% per annum. Borrowings under the Class B Revolving Commitments bear interest at either ABR plus 3.00% per annum or LIBOR plus 4.00% per annum. The Borrower is required to pay a commitment fee of 0.50% per annum under the Revolving Credit Facilities. The Company had $25.0 million outstanding under the Revolving Credit Facilities as of September 30, 2021 and no amounts outstanding as of December 31, 2020. The Revolving Credit Facilities have a remaining capacity of $175.0 million in the aggregate as of September 30, 2021. 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 September 30, 2021. |
Stockholders' Equity and Member
Stockholders' Equity and Members' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity and Members' Equity | STOCKHOLDERS' EQUITY AND MEMBERS' EQUITY In connection with the Company’s IPO in July 2020, the Company’s Board of Directors approved an amended and restated certificate of incorporation and amended and restated bylaws. The amended and restated certificate of incorporation authorizes the issuance of up to 1,100,000 shares of Class A common stock, 690,000 shares of Class B common stock and 20,000 shares of preferred stock, each having a par value of $0.0001 per share. The number of shares of Class B common stock authorized is reduced for redemptions and forfeitures as they occur. The Company’s amended and restated certificate of incorporation and the GoHealth Holdings, LLC Agreement require that the Company and GoHealth Holdings, LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company, except as otherwise determined by the Company. Additionally, the Company’s amended and restated certificate of incorporation and the GoHealth Holdings, LLC Agreement require that the Company and GoHealth Holdings, LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by the Company. Only the Continuing Equity Owners and the permitted transferees of Class B common stock are permitted to hold shares of Class B common stock. Shares of Class B common stock are transferable for shares of Class A common stock only together with an equal number of LLC Interests. Holders of shares of the Company’s Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Each share of Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally. Holders of shares of Class B common stock will vote together with holders of the Company’s Class A common stock as a single class on all matters presented to the Company’s stockholders for their vote or approval, except for certain amendments to the Company’s amended and restated certificate of incorporation or as otherwise required by applicable law or the amended and restated certificate of incorporation. Holders of our Class B common stock are not entitled to participate in any dividends declared by 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 GoHealth Holdings, LLC to redeem all or a portion of their LLC Interests in exchange for, at the Company’s election (determined by at least two of the Company’s independent directors who are disinterested), newly-issued shares of Class A common stock on a one-for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of the Company’s Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the GoHealth Holdings, LLC Agreement. 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 and nine months ended September 30, 2021 was 64.5% and 67.9%, respectively, and 73.8% for both the three and nine months ended September 30, 2020. The non-controlling interest holders' weighted average ownership percentages for the three and nine months ended September 30, 2020 is the same as both periods are based on the post-IPO net loss from July 17, 2020 to September 30, 2020. 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. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 9 Months Ended |
Sep. 30, 2021 | |
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 Sep. 30, Nine months ended Sep. 30, (in thousands) 2021 2020 2021 2020 Marketing and advertising $ 698 $ 24,709 $ 1,462 $ 24,829 Customer care and enrollment 957 11,993 2,796 12,050 Technology 910 32,748 2,791 32,907 General and administrative 4,824 142,620 13,051 143,360 Total share-based compensation expense $ 7,389 $ 212,070 $ 20,100 $ 213,146 Performance Stock Units (“PSUs”) During the nine months ended September 30, 2021, the Company granted to certain of its employees 489 shares of Class A common stock issuable pursuant to PSUs. The criteria for the market-based PSUs is based on the Company’s total shareholder return (“TSR”) relative to the TSR of the common stock of a pre-defined industry peer group. TSR is measured at the end of the performance period, which is generally the period commencing on the grant date and ending on the three-year anniversary of the grant date. Depending on the relative TSR achieved, the number of PSUs earned can vary from 0% of the target award to a maximum of 200% of the target award. The Company estimated the grant-date fair value of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 0.2% and annualized volatility of 72.0%. The grant date fair value of the PSUs was $22.17. The Company recognizes the grant date fair value of PSUs as compensation expense on a straight-line basis over the three-year performance period. For the three and nine months ended September 30, 2021, the Company recorded share-based compensation expense related to PSUs of $0.8 million and $2.2 million, respectively. 2020 Employee Stock Purchase Plan (“2020 ESPP”) On July 7, 2020, the Company adopted the 2020 ESPP. The first offering period of the 2020 ESPP commenced on January 1, 2021 and expired on June 30, 2021. The current offering period of the 2020 ESPP commenced on July 1, 2021, and will expire on December 31, 2021. The purpose of the 2020 ESPP is to provide the Company's eligible employees with an opportunity to purchase designated shares of the Company’s Class A common stock at a price equal to 85% of the lower of the closing price at the beginning or end of each offering period. During the nine months ended September 30, 2021, the Company issued 50 shares through the ESPP. For the three and nine months ended September 30, 2021, the Company recorded share-based compensation expense related to the 2020 ESPP of $0.1 million and $0.3 million, respectively. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE Basic loss per share is computed by dividing net loss attributable to GoHealth, Inc. 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. Prior to the IPO, the GHH, LLC membership structure included Preferred units, Senior Preferred Earnout Units, Class A common units, Class B common units and Profit Units. The Company analyzed the calculation of earnings per unit for periods prior to the IPO using the two-class method and determined that it resulted in values that would not be meaningful to the users of these Condensed Consolidated Financial Statements. Therefore, earnings per share information has not been presented for periods prior to the IPO on July 17, 2020. For the three and nine months ended September 30, 2020, the basic and diluted earnings per share represent only the period from July 17, 2020 to September 30, 2020. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows: Three months ended Sep. 30, Nine months ended Sep. 30, (in thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net loss $ (55,431) $ (206,496) $ (101,874) $ (230,299) Less: Net loss attributable to GoHealth, Inc. prior to the IPO — (1,662) — (25,465) Less: Net loss attributable to non-controlling interests (35,248) (150,076) (67,612) (150,076) Net loss attributable to GoHealth, Inc. (20,183) (54,758) (34,262) (54,758) Denominator: Weighted-average shares of Class A common stock outstanding—basic 113,938 84,183 102,939 84,183 Effect of dilutive securities — — — — Weighted-average shares of Class A common stock outstanding—diluted 113,938 84,183 102,939 84,183 Net loss per share of Class A common stock—basic and diluted $ (0.18) $ (0.65) $ (0.33) $ (0.65) 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: (in thousands) September 30, 2021 September 30, 2020 Class A common stock issuable pursuant to equity awards 6,393 2,673 Class B common stock 205,995 236,997 Shares of Class B common stock do not share in earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has not been presented. For periods prior to the Transactions and the IPO, the reported income taxes represent those of GHH, LLC. As a result of the Transactions and the IPO, the Company became subject to U.S. federal and certain state and local income taxes with respect to its allocable share of any taxable income or loss generated by GHH, LLC. There was no pro forma impact on loss per share to reflect income tax expense at an effective tax rate as the Company determined it is not more likely than not that the tax benefits associated with the deferred tax assets arising from the Transactions and the IPO will be realized. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
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. For periods prior to the IPO, the Company’s taxes represent those of GHH, LLC. The Company’s effective tax rate for both the three and nine months ended September 30, 2021 was 0.14%. The Company’s effective tax rate for the three and nine months ended September 30, 2020 was (0.03)% and (0.02)%, 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 annual effective tax rate calculation and loss attributable to non-controlling interests. Tax Receivable Agreement (“TRA”) In connection with the IPO, the Company entered into a TRA 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 TRA 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 September 30, 2021, the Company has determined there is no resulting liability related to the TRA arising from the Transactions and IPO. Should the Company determine that the TRA liability will be considered probable at a future date based on new information, any changes will be recorded within income from continuing operations at that time. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Revenue Recognition for Variable Consideration The Company’s variable consideration includes the total estimated lifetime value (“LTV”) it expects to receive for selling an insurance product after the carrier 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 carrier 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, reviews and monitors changes in the data used to estimate LTV, as well as the cash received for each vintage as compared to the original estimates. The difference between cash received for each vintage and the respective estimated LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period vintages. Changes in LTV may result in an increase or a decrease to revenue and a corresponding change to commissions receivable. The Company analyzes these differences and to the extent the Company believes differences in the estimates are indicative of a change to prior period LTVs, the Company will adjust revenue for the affected vintages at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. As a result of this analysis, for the three and nine months ended September 30, 2021, the Company recorded negative revenue adjustments of $6.7 million and $10.3 million, respectively, for changes in estimates relating to performance obligations satisfied in prior periods. For the three and nine months ended September 30, 2020, there were no revenue adjustments relating to performance obligations satisfied in prior periods. Disaggregation of Revenue The table below depicts the disaggregation of revenue by product, and is consistent with how the Company evaluates its financial performance: Three months ended Sep. 30, Nine months ended Sep. 30, (in thousands) 2021 2020 2021 2020 Commission revenue: Medicare: Medicare Advantage $ 172,086 $ 95,334 $ 484,273 $ 282,251 Medicare Supplement 533 1,083 2,106 5,237 Prescription Drug Plans 516 414 1,557 1,409 Total Medicare 173,135 96,831 487,936 288,897 Individual and Family Plan: Fixed Indemnity 660 2,699 4,249 13,296 Short-term 226 957 845 4,259 Major Medical 130 98 539 336 Total Individual and Family Plan 1,016 3,754 5,633 17,891 Ancillary 787 718 2,786 2,977 Small Group 10 87 82 741 Total commission revenue 174,948 101,390 496,437 310,506 Enterprise revenue: Partner Marketing and Enrollment Services 25,263 52,879 89,651 91,248 Direct Partner Campaigns 11,364 5,523 26,166 19,791 Other 159 3,568 561 9,882 Total enterprise revenue 36,786 61,970 116,378 120,921 Net revenues $ 211,734 $ 163,360 $ 612,815 $ 431,427 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 insurance carriers for performance obligations that have been satisfied. Commissions payable represents estimated commissions to be paid to the Company’s external agents and other partners. Deferred revenue includes amounts collected for partner marketing and enrollment services and technology licensing and implementation fees in advance of the Company satisfying its performance obligations for such customers. The Company had unbilled receivables for performance-based enrollment fees as of September 30, 2021 and December 31, 2020 of $3.1 million and $12.9 million, respectively, which were reclassified to prepaid expenses and other current assets from accounts receivable, net on the Condensed Consolidated Balance Sheets. The reclassification was based on the Company’s conditional rights to receive consideration based on the services transferred to the customer. Prior period amounts have been reclassified to match the current period presentation. There are no other contract liabilities or contract assets recorded by the Company. For the three and nine months ended September 30, 2021, the Company recognized $26 thousand and $0.2 million of revenue that was deferred as of December 31, 2020, respectively. Commissions Receivable Commissions receivable activity is summarized as follows: (in thousands) Nine months ended Sep. 30, 2021 Beginning balance $ 810,398 Commission revenue (1) 496,437 Cash receipts (335,455) Ending balance $ 971,380 Less: Commissions receivable - current 133,422 Commissions receivable - non-current $ 837,958 (1) Commission revenue for the nine months ended September 30, 2021, is presented net of a negative revenue adjustment of $10.3 million for changes in estimates relating to performance obligations satisfied in prior periods. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Leases The Company is party to various non-cancelable operating lease agreements for certain of the Company’s offices and data centers with lease periods expiring in 2032. Certain of these arrangements have free rent periods or escalating rent payment provisions, and the Company recognizes rent expense under such arrangements on a straight-line basis. 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 violations of the Securities Act of 1933. 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. Lead plaintiffs filed a consolidated complaint on February 25, 2021. Defendants filed responsive pleadings on April 26, 2021 to dismiss the complaint. On June 14, 2021, the plaintiffs filed an opposition brief, to which the defendants replied on July 6, 2021. On May 19, 2021, a derivative action against certain of the Company’s officers and directors was filed, alleging substantially the same allegations as the In re GoHealth, Inc. Securities Litigation. By suggestion of the plaintiff’s counsel, this lawsuit is stayed until at least as long as the motion to dismiss in the In re GoHealth, Inc. Securities Litigation is pending. The Company disputes each and every of plaintiffs’ claims and intends to defend these matters vigorously. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
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, and 215 W Superior LLC, each of which are controlled by significant shareholders, 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 and nine months ended September 30, 2021 and 2020, the Company made aggregate lease payments of $0.3 million, $1.0 million, $0.3 million and $1.0 million, respectively, under these leases. On January 1, 2020, the Company entered into a non-exclusive aircraft dry lease agreement with an entity wholly-owned and controlled by certain significant shareholders. 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 three and nine months ended September 30, 2021 and 2020, the Company recorded expense of $0.3 million, $0.7 million, $0.3 million and $1.1 million, respectively, under this lease. On May 12, 2020, the Company entered into a lease agreement with Wilson Tech 5, which is controlled by significant shareholders, for a proposed site in Lindon, Utah, beginning in 2022. The Company will not have access to the leased premises until construction is complete (“commencement date”) and is not deemed to be the owner during the construction period. This lease agreement expires ten years after the commencement date. The Company did not make any lease payments during the three and nine months ended September 30, 2021 and 2020 under this lease. The initial base annual rent will be approximately $4.6 million beginning in mid-2022. During the twelve months ended December 31, 2020, the Company provided a short-term advancement to NVX Holdings, Inc., which is controlled by significant shareholders, for which the Company recorded a receivable of $3.4 million. The advancement was collected by the Company during the three months ended March 31, 2021. |
Operating Segments and Signific
Operating Segments and Significant Customers | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Operating Segments and Significant Customers | OPERATING SEGMENTS AND SIGNIFICANT CUSTOMERS Operating Segments The Company reports segment information based on how the Company’s chief operating decision maker (“CODM”) regularly reviews operating results, allocates resources and makes decisions regarding business operations. The performance measures of the segments include total revenue and profit (loss). For segment reporting purposes in accordance with ASC 280-10, Segment Reporting , the Company’s business structure is comprised of four operating and reportable segments: Medicare Internal and External: The Medicare internal and external segments consist primarily of revenues earned from sales of Medicare Advantage, Medicare Supplement, Prescription Drug Plans, and Medicare Special Needs Plans (or “SNPs”), for multiple carriers. Individual and Family Plan and Other (“IFP and Other”) Internal and External: The IFP and Other internal and external segments consist primarily of revenues earned from sales of individual and family plans, dental plans, vision plans and other ancillary plans to individuals that are not Medicare-eligible. The Internal and External segments relative to both Medicare and IFP are defined as follows: Internal: The two internal segments primarily consist of sales of products and plans by Company-employed agents offering qualified prospects plans from multiple carriers, Company-employed agents offering qualified prospects plans on a carrier-specific basis, or sales of products and plans through our online platform without the assistance of our agents (do-it-yourself or “DIY”). The Company earns revenue in this channel through commissions paid by carriers based on sales the Company generates, as well as enrollment fees, hourly fees and other fees for services performed for specific carriers and other partners. External: The two external segments represent sales of products and plans under the Company’s carrier contracts using an independent, national network of agents who are not employed by the Company. These agents utilize the Company’s technology and platform to enroll consumers in health insurance plans and provide a means to earn a return on leads that otherwise may have not been addressed. The Company also sells insurance prospects (or “leads”) to agencies within this channel. The Company earns revenue in this channel through commissions paid by carriers as a result of policy sales, as well as sales of leads to external agencies. The following table presents summary results of the Company’s operating segments for the periods indicated: Three months ended Sep. 30, Nine months ended Sep. 30, (in thousands) 2021 2020 2021 2020 Net revenues: Medicare: Internal channel $ 158,605 $ 133,723 $ 476,391 $ 316,211 External channel 46,237 20,252 117,116 77,305 Total Medicare 204,842 153,975 593,507 393,516 IFP and Other: Internal channel 5,742 6,147 13,505 21,798 External channel 1,150 3,238 5,803 16,113 Total IFP and Other 6,892 9,385 19,308 37,911 Net revenues 211,734 163,360 612,815 431,427 Segment profit (loss): Medicare: Internal channel (4,126) 49,464 73,574 123,946 External channel 1,866 720 (453) 892 Total Medicare (2,260) 50,184 73,121 124,838 IFP and Other: Internal channel 2,186 (245) 657 181 External channel (330) 147 (227) 789 Total IFP and Other 1,856 (98) 430 970 Segment profit (loss) (404) 50,086 73,551 125,808 Corporate expense 24,701 224,368 69,176 241,942 Change in fair value of contingent consideration liability — — — 19,700 Amortization of intangible assets 23,514 23,514 70,543 70,543 Loss on extinguishment of debt — — 11,935 — Interest expense 6,921 8,636 23,886 24,378 Other (income) expense, net (30) 2 27 (494) Income (loss) before income taxes $ (55,510) $ (206,434) $ (102,016) $ (230,261) There are no internal revenue transactions between the Company’s operating segments. Substantially all revenue for the periods presented was generated from customers located in the United States. The Company’s CODM does not separately evaluate assets by segment, and therefore assets by segment are not presented. The Company’s assets are primarily located in the United States. Significant Customers The following table presents carriers representing 10% or more of the Company’s total revenue for the periods indicated: Three months ended Sep. 30, Nine months ended Sep. 30, 2021 2020 2021 2020 Humana 40 % 52 % 33 % 45 % Anthem 17 % 26 % 28 % 30 % United 14 % 8 % 16 % 8 % Centene 15 % 10 % 13 % 11 % Substantially all of the revenue from these customers was from the sales of products and plans within the Medicare—Internal and Medicare—External segments. Concentration of Credit Risk The Company does not require collateral or other security in granting credit. As of September 30, 2021, four customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 93%, or $10.8 million, of the combined total. As of December 31, 2020, three customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 86%, or $23.2 million, of the combined total. |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies In connection with the Company’s IPO, the Company completed a series of organizational transactions (the “Transactions”). The Transactions included: • The amendment and restatement of the existing limited liability company agreement of GHH, LLC to, among other things, (1) recapitalize all existing ownership interests in GHH, LLC (including profits units awarded under the existing limited liability company agreement of GHH, LLC) and (2) appoint the Company as the sole managing member of GHH, LLC upon its acquisition of LLC Interests in connection with the IPO; • the amendment and restatement of the Company’s certificate of incorporation to, among other things, provide for (1) Class A common stock, with each share of the Company’s Class A common stock entitling its holder to economic rights and one vote per share on all matters presented to stockholders generally and (2) Class B common stock, with each share of the Company’s Class B common stock being a non-economic share but entitling its holder to one vote per share on all matters presented to stockholders generally (provided that shares of Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees); • the issuance of 307,980 shares of the Company's Class B common stock, including the issuance of 229,399 such shares to the Continuing Equity Owners, which is equal to the number of LLC Interests held directly or indirectly by such Continuing Equity Owners immediately following the Transactions, for nominal consideration; • the issuance of 43,500 shares of the Company’s Class A common stock to the purchasers in the IPO in exchange for net proceeds, after taking into account the underwriting discount and offering expenses payable by the Company, of approximately $852.4 million; • the acquisition by the Company of the Blocker Company in a merger transaction (the “Blocker Merger”), which Blocker Company held 45,503 LLC interests and a corresponding amount of the Company’s Class B common stock (which shares were cancelled after the Blocker Merger), in exchange for 40,683 shares of the Company’s Class A common stock and payment of $96.2 million in cash to Blocker Shareholders; • the use of the remaining net proceeds from the IPO to (i) pay $508.3 million in cash to redeem 25,480 LLC Interests held directly or indirectly by the Continuing Equity Owners, (ii) satisfy in full $100.0 million in aggregate face amount of senior preferred earnout units in connection with the Transactions, and (iii) use for general corporate purposes; and • the Company entered into (1) a stockholders’ agreement with Centerbridge and NVX Holdings, Inc., (2) a registration rights agreement with certain of the Continuing Equity Owners and (3) a tax receivable agreement with GHH, LLC, the Continuing Equity Owners and the Blocker Shareholders. In connection with the IPO, the Company became the sole managing member of GHH, LLC and controls the management of GHH, LLC. As a result, the Company consolidates GHH, LLC’s financial results in its 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. Immediately following the completion of the Transactions and the IPO, the Company owned 26.8% of the economic interests in GHH, LLC, while the Continuing Equity Owners owned the remaining 73.2% of the economic interests in GHH, LLC. Net income and loss is allocated to the Continuing Equity Owners on a pro rata basis, assuming that any Class B common units that are subject to time-based vesting requirements are fully vested. The Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the Transactions have been adjusted to combine the previously separate entities for presentation purposes. GHH, LLC is a holding company with no operating assets or operations and was formed to acquire a 100% equity interest in Norvax, LLC (“Norvax”). 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. On August 15, 2019, GHH, LLC entered into a series of arrangements to acquire 100% of the equity interest in Norvax. On September 13, 2019, Blizzard Merger Sub LLC, a transitory merger company of Blizzard Midco, LLC, merged into Norvax, with Norvax continuing as the surviving limited liability company and GHH, LLC's operating entity (the “Acquisition”). |
Use of Estimates | 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. 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, 2020. |
Seasonality | Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in its fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. As a result, the Company’s Medicare plan-related commission revenue is typically highest in the Company’s fourth quarter. The majority of the Company’s individual and family health insurance plans are sold in its fourth quarter during the annual open enrollment period as defined under the federal Patient Protection and ACA and related amendments in the Health Care and |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted The Company qualifies as an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act allows an emerging growth company to delay adoption of new or revised accounting standards applicable to public companies until such standards are applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. In the event that the Company no longer meets the requirements of being an emerging growth company, the effective adoption dates of such standards would be that of non-emerging growth companies. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The guidance specifies that lessees will need to recognize a right-of-use asset and a lease liability for virtually all their leases except those which meet the definition of a short-term lease. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or financing. Classification will be based on criteria that are similar to those applied in current lease accounting, but without explicit bright lines. As the Company expects to lose its emerging growth company (“EGC”) status as of December 31, 2021, the new guidance will be effective January 1, 2021 and will be applied in the Company’s Annual Report on Form 10-K for the year ending December 31, 2021. The Company expects to elect the optional transition method which allows entities to continue to apply historical accounting guidance in the comparative periods presented in the year of adoption. At transition, lessees and lessors may elect to apply a package of practical expedients permitting entities not to reassess: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. These practical expedients must be elected as a package and consistently applied. The Company expects to apply the package of practical expedients upon adoption. While we are still finalizing the impact this guidance will have on our consolidated financial statements, based on our lease portfolio as of January 1, 2021, the Company expects it will record right-of-use assets and lease liabilities, primarily related to real estate, in a range of $25 million to $30 million upon adoption of this guidance. We currently do not expect the amended guidance to have any other material impacts on our financial statements. In November 2019, the FASB issued ASU 2019-11, Financial Instruments – Credit Losses (Topic 326), which amends the guidance for accounting for assets that are potentially subject to credit risk. The amendments affect contract assets, loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. As the Company expects to lose its EGC status as of December 31, 2021, the new guidance will be effective January 1, 2021 and will be applied in the Company’s Annual Report on Form 10-K for the year ending December 31, 2021. The Company is currently evaluating the new guidance to determine the impact it will have on its Condensed Consolidated Financial Statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The guidance simplifies the accounting for income taxes. As the Company expects to lose its EGC status as of December 31, 2021, the new guidance will be effective January 1, 2021 and will be applied in the Company’s Annual Report on Form 10-K for the year ending December 31, 2021. The Company is currently evaluating the guidance to determine the impact it will have on its Condensed Consolidated Financial Statements and related disclosures. |
Revenue Recognition for Variable Consideration | Revenue Recognition for Variable Consideration The Company’s variable consideration includes the total estimated lifetime value (“LTV”) it expects to receive for selling an insurance product after the carrier 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 carrier 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Changes to the Fair Value of the Contingent Consideration | The following table sets forth the changes to the fair value of the contingent consideration for the nine months ended September 30, 2020. (in thousands) Balance at Dec. 31, 2019 $ 242,700 Settlement of 2019 earnout (200,000) 2020 earnout fair value adjustment 19,700 Settlement of 2020 earnout (62,400) Balance at Sep. 30, 2020 $ — |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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: Sep. 30, 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 145,257 $ 350,743 Customer relationships 232,000 47,560 184,440 Total intangible assets subject to amortization $ 728,000 $ 192,817 $ 535,183 Indefinite-lived trade names 83,000 Total intangible assets $ 618,183 Dec. 31, 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 92,114 $ 403,886 Customer relationships 232,000 30,160 201,840 Total intangible assets subject to amortization $ 728,000 $ 122,274 $ 605,726 Indefinite-lived trade names 83,000 Total intangible assets $ 688,726 |
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: Sep. 30, 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 145,257 $ 350,743 Customer relationships 232,000 47,560 184,440 Total intangible assets subject to amortization $ 728,000 $ 192,817 $ 535,183 Indefinite-lived trade names 83,000 Total intangible assets $ 618,183 Dec. 31, 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 92,114 $ 403,886 Customer relationships 232,000 30,160 201,840 Total intangible assets subject to amortization $ 728,000 $ 122,274 $ 605,726 Indefinite-lived trade names 83,000 Total intangible assets $ 688,726 |
Schedule of Expected Amortization Expense Related to Intangible Assets | As of September 30, 2021, 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 2021 $ 17,714 $ 5,800 $ 23,514 2022 70,857 23,200 94,057 2023 70,857 23,200 94,057 2024 70,857 23,200 94,057 2025 70,857 23,200 94,057 Thereafter 49,601 85,840 135,441 Total $ 350,743 $ 184,440 $ 535,183 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | The Company’s long-term debt consisted of the following: (in thousands) Sep. 30, 2021 Dec. 31, 2020 Term Loan Facilities $ 424,470 $ 412,373 Revolving Credit Facilities 25,000 — Less: Unamortized debt discount and issuance costs (5,984) (11,803) Total debt $ 443,486 $ 400,570 Less: Current portion of long-term debt (4,270) (4,170) Total long-term debt $ 439,216 $ 396,400 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 Sep. 30, Nine months ended Sep. 30, (in thousands) 2021 2020 2021 2020 Marketing and advertising $ 698 $ 24,709 $ 1,462 $ 24,829 Customer care and enrollment 957 11,993 2,796 12,050 Technology 910 32,748 2,791 32,907 General and administrative 4,824 142,620 13,051 143,360 Total share-based compensation expense $ 7,389 $ 212,070 $ 20,100 $ 213,146 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 Sep. 30, Nine months ended Sep. 30, (in thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net loss $ (55,431) $ (206,496) $ (101,874) $ (230,299) Less: Net loss attributable to GoHealth, Inc. prior to the IPO — (1,662) — (25,465) Less: Net loss attributable to non-controlling interests (35,248) (150,076) (67,612) (150,076) Net loss attributable to GoHealth, Inc. (20,183) (54,758) (34,262) (54,758) Denominator: Weighted-average shares of Class A common stock outstanding—basic 113,938 84,183 102,939 84,183 Effect of dilutive securities — — — — Weighted-average shares of Class A common stock outstanding—diluted 113,938 84,183 102,939 84,183 Net loss per share of Class A common stock—basic and diluted $ (0.18) $ (0.65) $ (0.33) $ (0.65) |
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: (in thousands) September 30, 2021 September 30, 2020 Class A common stock issuable pursuant to equity awards 6,393 2,673 Class B common stock 205,995 236,997 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The table below depicts the disaggregation of revenue by product, and is consistent with how the Company evaluates its financial performance: Three months ended Sep. 30, Nine months ended Sep. 30, (in thousands) 2021 2020 2021 2020 Commission revenue: Medicare: Medicare Advantage $ 172,086 $ 95,334 $ 484,273 $ 282,251 Medicare Supplement 533 1,083 2,106 5,237 Prescription Drug Plans 516 414 1,557 1,409 Total Medicare 173,135 96,831 487,936 288,897 Individual and Family Plan: Fixed Indemnity 660 2,699 4,249 13,296 Short-term 226 957 845 4,259 Major Medical 130 98 539 336 Total Individual and Family Plan 1,016 3,754 5,633 17,891 Ancillary 787 718 2,786 2,977 Small Group 10 87 82 741 Total commission revenue 174,948 101,390 496,437 310,506 Enterprise revenue: Partner Marketing and Enrollment Services 25,263 52,879 89,651 91,248 Direct Partner Campaigns 11,364 5,523 26,166 19,791 Other 159 3,568 561 9,882 Total enterprise revenue 36,786 61,970 116,378 120,921 Net revenues $ 211,734 $ 163,360 $ 612,815 $ 431,427 |
Summary of Commissions Receivable Activity | Commissions receivable activity is summarized as follows: (in thousands) Nine months ended Sep. 30, 2021 Beginning balance $ 810,398 Commission revenue (1) 496,437 Cash receipts (335,455) Ending balance $ 971,380 Less: Commissions receivable - current 133,422 Commissions receivable - non-current $ 837,958 (1) Commission revenue for the nine months ended September 30, 2021, is presented net of a negative revenue adjustment of $10.3 million for changes in estimates relating to performance obligations satisfied in prior periods. |
Operating Segments and Signif_2
Operating Segments and Significant Customers (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of Reconciliation of Operating Profit (Loss) From Segments to Consolidated | The following table presents summary results of the Company’s operating segments for the periods indicated: Three months ended Sep. 30, Nine months ended Sep. 30, (in thousands) 2021 2020 2021 2020 Net revenues: Medicare: Internal channel $ 158,605 $ 133,723 $ 476,391 $ 316,211 External channel 46,237 20,252 117,116 77,305 Total Medicare 204,842 153,975 593,507 393,516 IFP and Other: Internal channel 5,742 6,147 13,505 21,798 External channel 1,150 3,238 5,803 16,113 Total IFP and Other 6,892 9,385 19,308 37,911 Net revenues 211,734 163,360 612,815 431,427 Segment profit (loss): Medicare: Internal channel (4,126) 49,464 73,574 123,946 External channel 1,866 720 (453) 892 Total Medicare (2,260) 50,184 73,121 124,838 IFP and Other: Internal channel 2,186 (245) 657 181 External channel (330) 147 (227) 789 Total IFP and Other 1,856 (98) 430 970 Segment profit (loss) (404) 50,086 73,551 125,808 Corporate expense 24,701 224,368 69,176 241,942 Change in fair value of contingent consideration liability — — — 19,700 Amortization of intangible assets 23,514 23,514 70,543 70,543 Loss on extinguishment of debt — — 11,935 — Interest expense 6,921 8,636 23,886 24,378 Other (income) expense, net (30) 2 27 (494) Income (loss) before income taxes $ (55,510) $ (206,434) $ (102,016) $ (230,261) |
Summary of Revenue by Major Customers by Reporting Segments | The following table presents carriers representing 10% or more of the Company’s total revenue for the periods indicated: Three months ended Sep. 30, Nine months ended Sep. 30, 2021 2020 2021 2020 Humana 40 % 52 % 33 % 45 % Anthem 17 % 26 % 28 % 30 % United 14 % 8 % 16 % 8 % Centene 15 % 10 % 13 % 11 % |
Description of Business and S_3
Description of Business and Significant Accounting Policies - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 17, 2020USD ($)vote$ / sharesshares | Jul. 31, 2020vote | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jul. 18, 2020 | May 06, 2020 | Aug. 15, 2019 |
Class of Stock [Line Items] | ||||||||
Proceeds from initial public offering | $ 0 | $ 852,407 | ||||||
Payment of partial consideration of the Blocker Merger | 0 | 96,165 | ||||||
Payments to redeem LLC Interests | $ 508,300 | 0 | 508,320 | |||||
LLC Interests Redeemed (in shares) | shares | 25,480 | |||||||
Payments for equity instruments | $ 100,000 | $ 0 | $ 100,000 | |||||
Common units to class A common stock, conversion ratio | 1 | |||||||
Blocker Company | ||||||||
Class of Stock [Line Items] | ||||||||
LLC interests held (in shares) | shares | 45,503 | |||||||
GHH, LLC | Norvax | ||||||||
Class of Stock [Line Items] | ||||||||
Equity method investment ownership percentage | 100.00% | 100.00% | ||||||
GHH, LLC | Blizzard Midco | ||||||||
Class of Stock [Line Items] | ||||||||
Equity method investment ownership percentage | 100.00% | |||||||
Blizzard Midco | Norvax | ||||||||
Class of Stock [Line Items] | ||||||||
Equity method investment ownership percentage | 100.00% | |||||||
GHH, LLC | ||||||||
Class of Stock [Line Items] | ||||||||
Noncontrolling interest ownership percentage held by the Company | 26.80% | |||||||
Noncontrolling interest ownership percentage held by the Continuing Equity Owners | 73.20% | |||||||
Blocker Merger | ||||||||
Class of Stock [Line Items] | ||||||||
Payment of partial consideration of the Blocker Merger | $ 96,200 | |||||||
Cumulative Effect, Period of Adoption, Adjustment | Pro Forma | Minimum | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Right-of-use assets | $ 25,000 | |||||||
Lease liabilities | 25,000 | |||||||
Cumulative Effect, Period of Adoption, Adjustment | Pro Forma | Maximum | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Right-of-use assets | 30,000 | |||||||
Lease liabilities | $ 30,000 | |||||||
Class A Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Number of votes per common share held | vote | 1 | 1 | ||||||
Class A Common Stock | Blocker Merger | ||||||||
Class of Stock [Line Items] | ||||||||
Business combination equity interest Issued (in shares) | shares | 40,683 | |||||||
Class A Common Stock | IPO | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued during the period (in shares) | shares | 43,500 | |||||||
Share issue price (in dollars per share) | $ / shares | $ 21 | |||||||
Proceeds from initial public offering | $ 852,400 | |||||||
Class B common stock | ||||||||
Class of Stock [Line Items] | ||||||||
Number of votes per common share held | vote | 1 | 1 | ||||||
Stock issued for continuing equity owners (in shares) | shares | 307,980 | |||||||
Class B common stock | Continuing Equity Owners | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued for continuing equity owners (in shares) | shares | 229,399 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | Jul. 17, 2020USD ($) |
Contingent consideration | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Settlement | $ 62.4 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair value of the Contingent Consideration (Details) - Contingent consideration - USD ($) $ in Thousands | Jul. 17, 2020 | Sep. 30, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 242,700 | |
Settlement | $ (62,400) | |
Ending balance | 0 | |
2019 earnout | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Settlement | (200,000) | |
2020 earnout | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Settlement | (62,400) | |
Fair value adjustment | $ 19,700 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets, Net - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)reporting_unitsegment | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | |||||
Number of reporting units | reporting_unit | 4 | ||||
Number of operating segments | segment | 4 | ||||
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 0 | |
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | $ 0 | |
Medicare—Internal | |||||
Goodwill [Line Items] | |||||
Goodwill recorded | $ 380,300,000 | ||||
Medicare—External | |||||
Goodwill [Line Items] | |||||
Goodwill recorded | $ 6,200,000 |
Goodwill And Intangible Asset_4
Goodwill And Intangible Assets, Net - Summary of Definite-lived and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 728,000 | $ 728,000 |
Accumulated Amortization | 192,817 | 122,274 |
Net Carrying Amount | 535,183 | 605,726 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Net Carrying Amount | 618,183 | 688,726 |
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 | 145,257 | 92,114 |
Net Carrying Amount | 350,743 | 403,886 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 232,000 | 232,000 |
Accumulated Amortization | 47,560 | 30,160 |
Net Carrying Amount | $ 184,440 | $ 201,840 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2021 | $ 23,514 | |
2022 | 94,057 | |
2023 | 94,057 | |
2024 | 94,057 | |
2025 | 94,057 | |
Thereafter | 135,441 | |
Net Carrying Amount | 535,183 | $ 605,726 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2021 | 17,714 | |
2022 | 70,857 | |
2023 | 70,857 | |
2024 | 70,857 | |
2025 | 70,857 | |
Thereafter | 49,601 | |
Net Carrying Amount | 350,743 | 403,886 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2021 | 5,800 | |
2022 | 23,200 | |
2023 | 23,200 | |
2024 | 23,200 | |
2025 | 23,200 | |
Thereafter | 85,840 | |
Net Carrying Amount | $ 184,440 | $ 201,840 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: Unamortized debt discount and issuance costs | $ (5,984) | $ (11,803) |
Total debt | 443,486 | 400,570 |
Less: Current portion of long-term debt | (4,270) | (4,170) |
Total long-term debt | 439,216 | 396,400 |
Term Loan Facilities | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 424,470 | 412,373 |
Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 25,000 | $ 0 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Jun. 11, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | May 07, 2021 | Dec. 31, 2020 | Sep. 13, 2019 |
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 11,935,000 | $ 0 | ||||
Prepayment premium | $ 5,910,000 | $ 0 | ||||||
Term Loan Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Periodic payment percentage | 0.25% | |||||||
Term Loan Facilities | Initial Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 300,000,000 | |||||||
Amount outstanding | $ 295,500,000 | $ 296,300,000 | ||||||
Loss on extinguishment of debt | $ 11,900,000 | |||||||
Prepayment premium, percentage | 2.00% | |||||||
Prepayment premium | $ 5,900,000 | |||||||
Write-down of deferred financing costs and debt discounts | 6,000,000 | |||||||
Debt issuance costs | 1,700,000 | |||||||
Effective interest rate | 7.50% | |||||||
Term Loan Facilities | Incremental Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 117,000,000 | |||||||
Amount outstanding | $ 115,200,000 | $ 115,200,000 | $ 116,100,000 | |||||
Effective interest rate | 7.50% | 7.50% | 7.50% | |||||
Term Loan Facilities | Incremental Term Loan Facility | Alternate Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate spread | 5.50% | |||||||
Term Loan Facilities | Incremental Term Loan Facility | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate spread | 6.50% | |||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | 310,000,000 | |||||||
Amount outstanding | $ 309,200,000 | $ 309,200,000 | ||||||
Effective interest rate | 5.00% | 5.00% | ||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Alternate Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate spread | 3.00% | |||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate spread | 4.00% | |||||||
Revolving Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 200,000,000 | |||||||
Amount outstanding | $ 25,000,000 | $ 25,000,000 | $ 0 | |||||
Commitment fee percentage | 0.50% | |||||||
Remaining borrowing capacity | $ 175,000,000 | $ 175,000,000 | ||||||
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] | ||||||||
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 | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate spread | 6.50% | |||||||
Revolving Credit Facilities | Class B Revolving Commitments | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 170,000,000 | |||||||
Revolving Credit Facilities | Class B Revolving Commitments | Alternate Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate spread | 3.00% | |||||||
Revolving Credit Facilities | Class B Revolving Commitments | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate spread | 4.00% |
Stockholders' Equity and Memb_2
Stockholders' Equity and Members' Equity (Details) shares in Thousands | Jul. 17, 2020vote | Jul. 31, 2020vote$ / sharesshares | Sep. 30, 2021$ / sharesshares | Sep. 30, 2020 | Sep. 30, 2021$ / sharesshares | Sep. 30, 2020 | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | shares | 20,000 | 20,000 | 20,000 | 20,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 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 | 64.50% | 73.80% | 67.90% | 73.80% | |||
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 | 1,100,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number of votes per common share held | vote | 1 | 1 | |||||
Class B common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | shares | 690,000 | 588,002 | 588,002 | 619,004 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Number of votes per common share held | vote | 1 | 1 |
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 7,389 | $ 212,070 | $ 20,100 | $ 213,146 |
Marketing and advertising | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 698 | 24,709 | 1,462 | 24,829 |
Customer care and enrollment | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 957 | 11,993 | 2,796 | 12,050 |
Technology | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 910 | 32,748 | 2,791 | 32,907 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 4,824 | $ 142,620 | $ 13,051 | $ 143,360 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 07, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 7,389 | $ 212,070 | $ 20,100 | $ 213,146 | |
PSU's | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards granted (in shares) | 489 | ||||
Performance period | 3 years | ||||
Risk-free interest rate | 0.20% | ||||
Annualized volatility | 72.00% | ||||
Grant date fair value (in dollars per share) | $ 22.17 | ||||
Share-based compensation expense | 800 | $ 2,200 | |||
PSU's | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of target award | 0.00% | ||||
PSU's | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of target award | 200.00% | ||||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 100 | $ 300 | |||
ESPP purchase price of common stock, percent of market price | 85.00% | ||||
Share-based compensation arrangement by share-based payment award, shares issued in period (in shares) | 50 |
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 | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Numerator: | |||||
Net loss | $ (55,431) | $ (206,496) | $ (101,874) | $ (230,299) | |
Less: Net loss attributable to GoHealth, Inc. prior to the IPO | 0 | (1,662) | 0 | (25,465) | |
Less: Net loss attributable to non-controlling interests | (35,248) | (150,076) | (67,612) | (150,076) | |
Net income (loss) attributable to GoHealth, Inc. | $ (20,183) | $ (54,758) | $ (34,262) | $ (54,758) | |
Denominator: | |||||
Weighted-average shares of Class A common stock outstanding — basic (in shares) | 113,938 | 84,183 | 102,939 | 84,183 | |
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 0 | |
Weighted-average shares of Class A common stock outstanding—diluted | 113,938 | 84,183 | 102,939 | 84,183 | |
Net loss per share of Class A common stock — basic (in dollars per share) | [1] | $ (0.18) | $ (0.65) | $ (0.33) | $ (0.65) |
Net loss per share of Class A common stock — diluted (in dollars per share) | [1] | $ (0.18) | $ (0.65) | $ (0.33) | $ (0.65) |
[1] | Net loss per share of Class A common stock—basic and diluted is the same for both the three and nine months ended September 30, 2020 as both periods are based on the post-IPO net loss from July 17, 2020 to September 30, 2020. |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Class A common stock issuable pursuant to equity awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average potentially dilutive shares excluded from calculation of diluted loss per share because effect would be antidilutive (in shares) | 6,393 | 2,673 |
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) | 205,995 | 236,997 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 17, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | 0.14% | (0.03%) | 0.14% | (0.02%) | |
Tax Receivable Agreement, payment, percent of amount of tax benefits realized or deemed to realize | 85.00% | ||||
Tax Receivable Agreement, liability | $ 0 | $ 0 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Positive (negative) revenue adjustment relating to performance obligations satisfied in prior periods | $ (6,700,000) | $ 0 | $ (10,300,000) | $ 0 | |
Revenue recognized that was previously deferred | 26,000 | 200,000 | |||
Prepaid expenses and other current assets | |||||
Disaggregation of Revenue [Line Items] | |||||
Unbilled receivables for performance-based enrollment fees | $ 3,100,000 | $ 3,100,000 | $ 12,900,000 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 211,734 | $ 163,360 | $ 612,815 | $ 431,427 |
Commission | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 174,948 | 101,390 | 496,437 | 310,506 |
Ancillary | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 787 | 718 | 2,786 | 2,977 |
Small Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 10 | 87 | 82 | 741 |
Enterprise | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 36,786 | 61,970 | 116,378 | 120,921 |
Partner Marketing and Enrollment Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 25,263 | 52,879 | 89,651 | 91,248 |
Direct Partner Campaigns | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 11,364 | 5,523 | 26,166 | 19,791 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 159 | 3,568 | 561 | 9,882 |
Medicare | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 173,135 | 96,831 | 487,936 | 288,897 |
Medicare | Medicare Advantage | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 172,086 | 95,334 | 484,273 | 282,251 |
Medicare | Medicare Supplement | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 533 | 1,083 | 2,106 | 5,237 |
Medicare | Prescription Drug Plans | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 516 | 414 | 1,557 | 1,409 |
Individual and Family Plan | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 1,016 | 3,754 | 5,633 | 17,891 |
Individual and Family Plan | Fixed Indemnity | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 660 | 2,699 | 4,249 | 13,296 |
Individual and Family Plan | Short-term | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 226 | 957 | 845 | 4,259 |
Individual and Family Plan | Major Medical | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 130 | $ 98 | $ 539 | $ 336 |
Revenue - Summary of Commission
Revenue - Summary of Commissions Receivable Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Contract with Customer, Asset [Roll Forward] | |||||
Commission revenue | $ 211,734,000 | $ 163,360,000 | $ 612,815,000 | $ 431,427,000 | |
Less: Commissions receivable - current | 133,422,000 | 133,422,000 | $ 188,128,000 | ||
Commissions receivable - non-current | 837,958,000 | 837,958,000 | $ 622,270,000 | ||
Positive (negative) revenue adjustment relating to performance obligations satisfied in prior periods | (6,700,000) | 0 | (10,300,000) | 0 | |
Commission | |||||
Contract with Customer, Asset [Roll Forward] | |||||
Beginning balance | 810,398,000 | ||||
Commission revenue | 174,948,000 | $ 101,390,000 | 496,437,000 | $ 310,506,000 | |
Cash receipts | (335,455,000) | ||||
Ending balance | 971,380,000 | 971,380,000 | |||
Less: Commissions receivable - current | 133,422,000 | 133,422,000 | |||
Commissions receivable - non-current | $ 837,958,000 | $ 837,958,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 1 Months Ended |
Sep. 30, 2020claim | |
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 | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Lease payments | $ 300,000 | $ 300,000 | $ 1,000,000 | $ 1,000,000 | |
Receivable from NVX Holdings, Inc. | 0 | 0 | $ 3,395,000 | ||
Wilson Tech Five | |||||
Related Party Transaction [Line Items] | |||||
Lease payments | $ 0 | 0 | $ 0 | 0 | |
Lease expiration period | 10 years | 10 years | |||
Initial base rent | $ 4,600,000 | ||||
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 | $ 6,036.94 | |||
Lease expenses incurred | $ 300,000 | $ 300,000 | $ 700,000 | $ 1,100,000 |
Operating Segments and Signif_3
Operating Segments and Significant Customers - Narrative (Details) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||
Number of operating segments | segment | 4 | |
Number of reportable segments | segment | 4 | |
Four customers | Accounts receivable and unbilled receivables | Customer concentration risk | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 93.00% | |
Accounts receivable and unbilled receivables | $ | $ 10.8 | |
Three customers | Accounts receivable and unbilled receivables | Customer concentration risk | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 86.00% | |
Accounts receivable and unbilled receivables | $ | $ 23.2 |
Operating Segments and Signif_4
Operating Segments and Significant Customers - Summary of Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net revenues: | ||||
Net revenues | $ 211,734 | $ 163,360 | $ 612,815 | $ 431,427 |
Segment profit (loss): | ||||
Segment profit (loss) | (48,619) | (197,796) | (66,168) | (206,377) |
Corporate expense | 24,701 | 224,368 | 69,176 | 241,942 |
Change in fair value of contingent consideration liability | 0 | 0 | 0 | 19,700 |
Amortization of intangible assets | 23,514 | 23,514 | 70,543 | 70,543 |
Loss on extinguishment of debt | 0 | 0 | 11,935 | 0 |
Interest expense | 6,921 | 8,636 | 23,886 | 24,378 |
Other (income) expense, net | (30) | 2 | 27 | (494) |
Income (loss) before income taxes | (55,510) | (206,434) | (102,016) | (230,261) |
Operating Segments | ||||
Net revenues: | ||||
Net revenues | 211,734 | 163,360 | 612,815 | 431,427 |
Segment profit (loss): | ||||
Segment profit (loss) | (404) | 50,086 | 73,551 | 125,808 |
Medicare | ||||
Net revenues: | ||||
Net revenues | 173,135 | 96,831 | 487,936 | 288,897 |
Medicare | Operating Segments | ||||
Net revenues: | ||||
Net revenues | 204,842 | 153,975 | 593,507 | 393,516 |
Segment profit (loss): | ||||
Segment profit (loss) | (2,260) | 50,184 | 73,121 | 124,838 |
Internal channel | Operating Segments | ||||
Net revenues: | ||||
Net revenues | 158,605 | 133,723 | 476,391 | 316,211 |
Segment profit (loss): | ||||
Segment profit (loss) | (4,126) | 49,464 | 73,574 | 123,946 |
External channel | Operating Segments | ||||
Net revenues: | ||||
Net revenues | 46,237 | 20,252 | 117,116 | 77,305 |
Segment profit (loss): | ||||
Segment profit (loss) | 1,866 | 720 | (453) | 892 |
Individual and Family Plan and Other | Operating Segments | ||||
Net revenues: | ||||
Net revenues | 6,892 | 9,385 | 19,308 | 37,911 |
Segment profit (loss): | ||||
Segment profit (loss) | 1,856 | (98) | 430 | 970 |
Internal channel | Operating Segments | ||||
Net revenues: | ||||
Net revenues | 5,742 | 6,147 | 13,505 | 21,798 |
Segment profit (loss): | ||||
Segment profit (loss) | 2,186 | (245) | 657 | 181 |
External channel | Operating Segments | ||||
Net revenues: | ||||
Net revenues | 1,150 | 3,238 | 5,803 | 16,113 |
Segment profit (loss): | ||||
Segment profit (loss) | $ (330) | $ 147 | $ (227) | $ 789 |
Operating Segments and Signif_5
Operating Segments and Significant Customers - Summary of Revenue by Major Customers by Reporting Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue, Major Customer [Line Items] | ||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 11,935 | $ 0 |
Humana | Revenue | Customer concentration risk | ||||
Revenue, Major Customer [Line Items] | ||||
Revenue reported by segment, percent | 40.00% | 52.00% | 33.00% | 45.00% |
Anthem | Revenue | Customer concentration risk | ||||
Revenue, Major Customer [Line Items] | ||||
Revenue reported by segment, percent | 17.00% | 26.00% | 28.00% | 30.00% |
United | Revenue | Customer concentration risk | ||||
Revenue, Major Customer [Line Items] | ||||
Revenue reported by segment, percent | 14.00% | 8.00% | 16.00% | 8.00% |
Centene | Revenue | Customer concentration risk | ||||
Revenue, Major Customer [Line Items] | ||||
Revenue reported by segment, percent | 15.00% | 10.00% | 13.00% | 11.00% |