Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 222 W Merchandise Mart Plaza, Suite 1750 | |
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,$0.0001 par value per share | |
Trading Symbol | GOCO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001808220 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,946,669 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,781,528 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net revenues | $ 185,600 | $ 183,158 |
Operating expenses: | ||
Revenue share | 38,013 | 45,462 |
Marketing and advertising | 52,775 | 45,743 |
Consumer care and enrollment | 47,861 | 42,027 |
Technology | 10,550 | 9,543 |
General and administrative | 16,919 | 22,618 |
Amortization of intangible assets | 23,514 | 23,514 |
Total operating expenses | 189,632 | 188,907 |
Income (loss) from operations | (4,032) | (5,749) |
Interest expense | 17,951 | 16,891 |
Other (income) expense, net | (566) | (53) |
Income (loss) before income taxes | (21,417) | (22,587) |
Income tax (benefit) expense | (71) | (44) |
Net income (loss) | (21,346) | (22,543) |
Net income (loss) attributable to non-controlling interests | (12,130) | (13,364) |
Net income (loss) attributable to GoHealth, Inc. | $ (9,216) | $ (9,179) |
Net loss per share (Note 7): | ||
Net income (loss) per share of Class A common stock — basic (in dollars per share) | $ (1.04) | $ (1.12) |
Net income (loss) per share of Class A common stock — diluted (in dollars per share) | $ (1.04) | $ (1.12) |
Weighted-average shares of Class A common stock outstanding — basic (in shares) | 9,715 | 8,965 |
Weighted-average shares of Class A common stock outstanding — diluted (in shares) | 9,715 | 8,965 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (21,346) | $ (22,543) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (5) | 5 |
Comprehensive income (loss) | (21,351) | (22,538) |
Comprehensive income (loss) attributable to non-controlling interests | (12,133) | (13,361) |
Comprehensive income (loss) attributable to GoHealth, Inc. | $ (9,218) | $ (9,177) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 97,818 | $ 90,809 |
Accounts receivable, net of allowance for doubtful accounts of $6 in 2024 and $27 in 2023 | 9,226 | 250 |
Commissions receivable - current | 269,799 | 336,215 |
Prepaid expense and other current assets | 20,254 | 49,166 |
Total current assets | 397,097 | 476,440 |
Commissions receivable - non-current | 573,328 | 575,482 |
Operating lease ROU asset | 21,008 | 21,995 |
Other long-term assets | 2,118 | 2,256 |
Property, equipment, and capitalized software, net | 28,667 | 26,843 |
Intangible assets, net | 373,040 | 396,554 |
Total assets | 1,395,258 | 1,499,570 |
Current liabilities: | ||
Accounts payable | 5,773 | 17,705 |
Accrued liabilities | 66,595 | 86,254 |
Commissions payable - current | 94,896 | 118,732 |
Short-term operating lease liability | 5,309 | 5,797 |
Deferred revenue | 38,723 | 52,403 |
Current portion of long-term debt | 75,000 | 75,000 |
Other current liabilities | 13,707 | 14,122 |
Total current liabilities | 300,003 | 370,013 |
Non-current liabilities: | ||
Commissions payable - non-current | 201,653 | 203,255 |
Long-term operating lease liability | 38,198 | 39,547 |
Long-term debt, net of current portion | 410,324 | 422,705 |
Other non-current liabilities | 9,247 | 9,095 |
Total non-current liabilities | 659,422 | 674,602 |
Commitments and Contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Additional paid-in capital | 659,080 | 654,059 |
Accumulated other comprehensive income (loss) | (129) | (127) |
Accumulated deficit | (429,496) | (420,280) |
Total stockholders’ equity attributable to GoHealth, Inc. | 225,875 | 231,014 |
Non-controlling interests | 159,765 | 174,639 |
Total stockholders’ equity | 385,640 | 405,653 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | 1,395,258 | 1,499,570 |
Series A Convertible Preferred Stock | ||
Non-current liabilities: | ||
Series A redeemable convertible preferred stock — $0.0000 par value; 50 shares authorized; 50 shares issued and outstanding as of both March 31, 2024 and December 31, 2023. Liquidation preference of $51.9 million and $50.9 million as of March 31, 2024 and December 31, 2023, respectively. | 50,193 | 49,302 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 1 | 1 |
Treasury stock – at cost; 262 and 173 shares of Class A common stock as of March 31, 2024 and December 31, 2023, respectively. | (3,582) | (2,640) |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | 1 | 1 |
Series A-1 Convertible Preferred Stock | ||
Stockholders’ equity: | ||
Preferred stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Allowance for doubtful accounts | $ 6 | $ 27 |
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) | 50,000 | 50,000 |
Preferred stock, shares outstanding (in shares) | 50,000 | 50,000 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 50,000 | 50,000 |
Convertible preferred stock, shares issued (in shares) | 50,000 | 50,000 |
Convertible preferred stock, shares outstanding (in shares) | 50,000 | 50,000 |
Convertible preferred stock, liquidation preference | $ 51,900 | $ 50,900 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,100,000,000 | 1,100,000,000 |
Common stock, shares issued (in shares) | 10,160,000 | 9,823,000 |
Common stock, shares outstanding (in shares) | 9,898,000 | 9,651,000 |
Treasury stock, at cost (in shares) | 262,000 | 173,000 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 615,987,000 | 616,018,000 |
Common stock, shares issued (in shares) | 12,783,000 | 12,814,000 |
Common stock, shares outstanding (in shares) | 12,783,000 | 12,814,000 |
Series A-1 Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Treasury Stock Class A Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest |
Beginning balance (in shares) at Dec. 31, 2022 | 8,963 | 13,054 | ||||||||
Beginning balance at Dec. 31, 2022 | $ 542,399 | $ 1 | $ 1 | $ (345) | $ 626,269 | $ (357,023) | $ (144) | $ 273,640 | ||
Beginning balance (in shares) at Dec. 31, 2022 | (13) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (22,543) | (9,179) | (13,364) | |||||||
Issuance of Class A common shares related to share-based compensation plans (in shares) | 38 | |||||||||
Share-based compensation expense | 4,444 | 4,444 | ||||||||
Foreign currency translation adjustments | 5 | 2 | 3 | |||||||
Class A common shares repurchased for employee tax withholdings (in shares) | (7) | |||||||||
Class A common shares repurchased for employee tax withholdings | (114) | $ (114) | ||||||||
Dividends accumulated on Series A redeemable convertible preferred stock | (892) | (900) | ||||||||
Forfeitures of Time-Vesting Units (in shares) | (1) | |||||||||
Redemption of LLC Interests (in shares) | 1 | (1) | ||||||||
Redemption of LLC Interests | 0 | 495 | (495) | |||||||
Ending balance (in shares) at Mar. 31, 2023 | 9,002 | 13,052 | ||||||||
Ending balance at Mar. 31, 2023 | 523,299 | $ 1 | $ 1 | $ (459) | 630,316 | (366,202) | (142) | 259,784 | ||
Ending balance (in shares) at Mar. 31, 2023 | (20) | |||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 9,651 | 12,814 | 9,823 | 12,814 | ||||||
Beginning balance at Dec. 31, 2023 | 405,653 | $ 1 | $ 1 | $ (2,640) | 654,059 | (420,280) | (127) | 174,639 | ||
Beginning balance (in shares) at Dec. 31, 2023 | (173) | (173) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (21,346) | (9,216) | (12,130) | |||||||
Issuance of Class A common shares related to share-based compensation plans (in shares) | 307 | |||||||||
Share-based compensation expense | 3,172 | 3,172 | ||||||||
Foreign currency translation adjustments | (5) | (2) | (3) | |||||||
Class A common shares repurchased for employee tax withholdings (in shares) | (89) | |||||||||
Class A common shares repurchased for employee tax withholdings | (942) | $ (942) | ||||||||
Dividends accumulated on Series A redeemable convertible preferred stock | (892) | (892) | ||||||||
Forfeitures of Time-Vesting Units (in shares) | (1) | |||||||||
Redemption of LLC Interests (in shares) | 30 | (30) | ||||||||
Redemption of LLC Interests | 0 | 2,741 | (2,741) | |||||||
Ending balance (in shares) at Mar. 31, 2024 | 9,898 | 12,783 | 10,160 | 12,783 | ||||||
Ending balance at Mar. 31, 2024 | $ 385,640 | $ 1 | $ 1 | $ (3,582) | $ 659,080 | $ (429,496) | $ (129) | $ 159,765 | ||
Ending balance (in shares) at Mar. 31, 2024 | (262) | (262) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Activities | ||
Net income (loss) | $ (21,346) | $ (22,543) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Share-based compensation | 1,783 | 4,444 |
Depreciation and amortization | 2,732 | 2,753 |
Amortization of intangible assets | 23,514 | 23,514 |
Amortization of debt discount and issuance costs | 1,262 | 873 |
Non-cash lease expense | 988 | 1,108 |
Other non-cash items | (67) | (263) |
Changes in assets and liabilities: | ||
Accounts receivable | (8,955) | (21,231) |
Commissions receivable | 68,616 | 94,645 |
Prepaid expenses and other assets | 28,992 | 33,463 |
Accounts payable | (11,932) | (3,863) |
Accrued liabilities | (33,242) | (22,355) |
Deferred revenue | (13,680) | (24,918) |
Commissions payable | (25,438) | (45,706) |
Operating lease liabilities | (1,838) | (3,285) |
Other liabilities | 1,123 | 3,843 |
Net cash provided by (used in) operating activities | 12,512 | 20,479 |
Investing Activities | ||
Purchases of property, equipment and software | (4,556) | (2,226) |
Net cash provided by (used in) investing activities | (4,556) | (2,226) |
Financing Activities | ||
Repayment of borrowings | 0 | (1,391) |
Payment of preferred stock dividends | 0 | (892) |
Repurchase of shares to satisfy employee tax withholding obligations | (942) | (114) |
Net cash provided by (used in) financing activities | (942) | (2,397) |
Effect of exchange rate changes on cash and cash equivalents | (5) | 5 |
Increase (decrease) in cash and cash equivalents | 7,009 | 15,861 |
Cash and cash equivalents at beginning of period | 90,809 | 16,464 |
Cash and cash equivalents at end of period | 97,818 | 32,325 |
Non-cash investing and financing activities: | ||
Purchases of property, equipment and software included in accounts payable | $ 0 | $ 124 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Description of Business and Significant Accounting Policies | DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business GoHealth is a leading health insurance marketplace and Medicare-focused digital health company whose purpose is to compassionately ensure consumers’ peace of mind when making healthcare decisions so they can focus on living life. With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, we believe we are uniquely positioned as a trusted partner to the 65 million Medicare-eligible Americans, as well as the 11,000 Americans becoming eligible each day, as they navigate one of life's most important purchasing decisions. For many of these consumers, enrolling in a health insurance plan is confusing and difficult, and seemingly small differences between health plans may lead to significant out-of-pocket costs or lack of access to critical providers and medicines. We aim to simplify the process by offering education, comparison guidance, transparency and choice. This includes providing a large selection of leading health plan choices, advice informed by consumers’ specific needs, transparency of health plan benefits and fit, assistance accessing available government subsidies and a high-touch consumer care team. We partner with health plans across the nation that provide access to high quality health plans across all 50 states. We primarily offer Medicare plans, including, but not limited to, Medicare Advantage, Medicare Supplement and prescription drug plans. Our proprietary technology platform leverages modern machine-learning algorithms, powered by over two decades of insurance purchasing behavior, to reimagine the process of matching a health plan to a consumer’s specific needs. Our unbiased, technology-driven marketplace coupled with highly skilled licensed agents has facilitated the enrollment of millions of consumers in Medicare plans since GoHealth’s inception. Health plan partners benefit from our platform by gaining access to the large and rapidly growing Medicare-eligible population. We believe health plan partners utilize our large-scale data, technology and efficient marketing processes to maximize scale and reduce their cost of submission, compared to health plan partner-employed agent workforces. We believe our streamlined, consumer-centric Encompass operating model drives both high quality enrollments and a strong consumer experience. Our consumer-centric approach positions us to be a trusted, high-quality enrollment partner for both consumers and health plan partners. Basis of Presentation and Significant Accounting Policies The Company was incorporated in Delaware on March 27, 2020 for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of GHH, LLC, a Delaware limited liability company, and its controlled subsidiaries (collectively, “GHH, LLC”). Following the IPO and pursuant to a reorganization into a holding company structure, the Company is a holding company and its principal asset is a controlling equity interest in GHH, LLC. As the sole managing member of GHH, LLC, the Company operates and controls all of the business and affairs of GHH, LLC, and through GHH, LLC and its subsidiaries, conducts its business. As a result, the Company consolidates GHH, LLC’s financial results in its Condensed Consolidated Financial Statements and reports non-controlling interests for the economic interest in GHH, LLC held by the Continuing Equity Owners. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information, but do not include all information and footnote disclosures required under GAAP for annual financial statements. The accompanying Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company’s 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 14, 2024. 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. “Consumer care and enrollment” on the Condensed Consolidated Statements of Operations, previously referred to as “customer care and enrollment” reflects a name change only and does not require any financial information to be reclassified from previous periods. There have been no material changes to the Company’s significant accounting policies from those disclosed in the notes to the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2023, which were included in the Company’s 2023 Annual Report on Form 10-K. Use of Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make certain 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 various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Seasonality The Medicare annual enrollment period (“AEP”) occurs from October 15 th to December 7 th . As a result, and in general, we experience an increase in the number of Submissions during the fourth quarter and an increase in expense related to the Medicare Submissions during the third and fourth quarters. Additionally, as a result of the annual Medicare Advantage open enrollment period that occurs from January 1 st to March 31 st , Medicare Submissions are typically second-highest in our first quarter. The second and third quarters are known as special election periods, during which Medicare Submissions are typically lowest. A significant portion of our marketing and advertising expenses is driven by the number of health insurance applications submitted through us. Marketing and advertising expenses are generally higher in the fourth quarter during AEP, but because commissions from approved consumers are paid to us over time, our operating cash flows could be adversely impacted by a substantial increase in marketing and advertising expenses as a result of a higher volume of Submissions during the fourth quarter or positively impacted by a substantial decline in marketing and advertising expenses as a result of lower volume of Submissions during the fourth quarter. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available and reviewed regularly by the chief operating decision-maker (“CODM”). The Company’s CODM is its Chief Executive Officer who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. The Company has one operating and reportable segment. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact on our related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 enhanced annual disclosures regarding the income tax rate reconciliation and income taxes paid information. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact on our related disclosures. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as presented below. Level 1 Inputs Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability. Level 3 Inputs Unobservable inputs for the asset or liability. Fair Value Measurements The carrying amount of certain financial instruments, including cash and cash equivalents, accounts receivable, unbilled receivables, accounts payable and accrued expenses approximate fair value due to the short maturity of these instruments. The carrying value of debt approximates fair value due to the variable nature of interest rates. As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in operating lease impairment charges of $2.7 million during the second fiscal quarter of 2023. The Company recorded no operating lease impairment charges for the three months ended March 31, 2024 and 2023. The Company continues to evaluate its portfolio of properties, and thus it is possible that impairments could be identified in future periods, and such amounts could be material. The operating lease impairment charges reduce the carrying value of the associated right-of-use (“ROU”) assets and leasehold improvements to the estimated fair values. The fair values are estimated using a discounted cash flows approach based on forecasted future cash flows expected to be derived from the property based on current sublease market rent, which is considered a level 3 input in the fair value hierarchy, and other key assumptions such as future sublease market conditions and the discount rate. During the twelve months ended December 31, 2023, the Company recorded indefinite-lived trade names impairment charges of $10.0 million. The Company recorded no indefinite-lived trade names impairment charges for the three months ended March 31, 2024 and 2023. Determination of the fair value of the indefinite-lived trade names involves estimates and assumptions which are considered a level 3 input in the fair value hierarchy. For more information, refer to Note 3 “Intangible Assets, Net.” |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | INTANGIBLE ASSETS, NET Intangible Assets Fourth Quarter 2023 Indefinite-Lived Intangible Asset Impairment Charges In connection with its annual indefinite-lived impairment test performed as of November 30, 2023, the Company determined that the fair value of its indefinite-lived trade names no longer exceeded their carrying value. As a result, during the twelve months ended December 31, 2023, the Company recorded indefinite-lived trade names impairment charges of $10.0 million to write down the carrying value of the indefinite-lived trade names to their fair value of $73.0 million. Determination of fair value involves utilizing the relief-from-royalty under the income approach which contains significant estimates and assumptions including, among others, revenue projections as well as selecting appropriate royalty and discount rates, which are considered level 3 inputs in the fair value hierarchy. The indefinite-lived trade names impairment charge was a result of an increase in the discount rate driven by changes in forecast assumptions from the prior year. While the Company believes the judgments and assumptions are reasonable, different assumptions could change the estimated fair value and, therefore, additional impairments could be required. Weakening industry or economic trends, disruptions to the Company's business, changes in discount rate assumptions, unexpected significant changes or planned changes in the use of the assets or in the Company’s entity structure are all factors which may adversely impact the assumptions used in the valuation. There was no impairment of intangible assets for the three months ended March 31, 2024 and 2023. The gross carrying amounts, accumulated amortization and net carrying amounts of the Company’s definite-lived amortizable intangible assets, as well as its indefinite-lived intangible trade names, are as follows: Mar. 31, 2024 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 322,400 $ 173,600 Customer relationships 232,000 105,560 126,440 Total intangible assets subject to amortization $ 728,000 $ 427,960 $ 300,040 Indefinite-lived trade names 73,000 Total intangible assets $ 373,040 Dec. 31, 2023 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 304,686 $ 191,314 Customer relationships 232,000 99,760 132,240 Total intangible assets subject to amortization $ 728,000 $ 404,446 $ 323,554 Indefinite-lived trade names 73,000 Total intangible assets $ 396,554 As of March 31, 2024, 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 2024 $ 53,143 $ 17,400 $ 70,543 2025 70,857 23,200 94,057 2026 49,600 23,200 72,800 2027 — 23,200 23,200 2028 — 23,200 23,200 Thereafter — 16,240 16,240 Total $ 173,600 $ 126,440 $ 300,040 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT The Company’s long-term debt consisted of the following: (in thousands) Mar. 31, 2024 Dec. 31, 2023 Term Loan Facilities $ 502,796 $ 502,796 Less: Unamortized debt discount and issuance costs (17,472) (5,091) Total debt $ 485,324 $ 497,705 Less: Current portion of long-term debt (75,000) (75,000) Total long-term debt $ 410,324 $ 422,705 Maturities of long-term debt for each of the next five years is as follows: (in thousands) Remainder of 2024 $ 75,000 2025 427,796 2026 — 2027 — 2028 — Thereafter — Total $ 502,796 Term Loan Facilities During 2019, Norvax (the “Borrower”) entered into a first lien credit agreement (as amended from time to time, the “Credit Agreement”) which provided for, among other items as further described below, (i) $117.0 million of incremental term loans (the “Incremental Term Loan Facility”), (ii) a new class of incremental term loans (the “2021 Incremental Term Loans”) in an aggregate principal amount equal to $310.0 million and (iii) a new class of incremental term loans (the “2021-2 Incremental Term Loans”) in an aggregate principal amount equal to $100.0 million. The Company collectively refers to the Initial Term Loan Facility, the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans as the “Term Loan Facilities.” The Term Loan Facilities all bear interest at either (i) ABR plus 6.5% per annum or (ii) SOFR plus 7.5% per annum. Per Amendment No. 11 to the Credit Agreement (“Amendment No. 11”), as further described below, after August 31, 2024 the Term Loan Facilities all bear interest at either ABR plus 7.0% or SOFR plus 8.0%. On March 12, 2024, the Borrower entered into Amendment No. 11. Prior to Amendment No. 11, the Revolving Credit Facilities (as defined below) were separated into two classes of revolving commitments consisting of Class A Revolving Commitments in the amount of $30.0 million (the “Class A Revolving Commitments”) and Class B Revolving Commitments in the amount of $170.0 million (the “Class B Revolving Commitments”), each maturing on September 13, 2024. In connection with Amendment No. 11, each existing lender under the Class A Revolving Commitments and the Class B Revolving Commitments received the option to extend the maturity of their respective commitments through June 30, 2025. Under the terms of Amendment No. 11, the lenders consenting to the extension formed a new tranche of Class A Revolving Commitments (the “New Class A Revolving Commitments”) and the non-consenting lenders remain part of the existing Class B Revolving Commitments (the “Remaining Class B Revolving Commitments”). Each consenting lender received a 50.0% commitment reduction, resulting in a total of $88.5 million available to the Borrower under the New Class A Revolving Commitments, with $23.0 million remaining available to the Borrower under the Remaining Class B Revolving Commitments. The New Class A Revolving Commitments mature on June 30, 2025 and bear interest at either ABR plus 5.5% per annum or SOFR plus 6.5% per annum. The Remaining Class B Revolving Commitments continue to mature on September 13, 2024 and bear interest at either ABR plus 3.0% per annum or SOFR plus 4.0% per annum. In addition, Amendment No. 11 amended the Credit Agreement to, among other things, (i) increase the interest rate applicable to the Term Loan Facilities after August 31, 2024 to either ABR plus 7.0% or SOFR plus 8.0%, (ii) modify the financial covenant testing to be based on a Net Cash Leverage Ratio, as defined in Amendment No. 11, for reporting periods from December 31, 2023 and onwards, (iii) require the Borrower to repay $50.0 million and $25.0 million in borrowings under the Term Loan Facilities by April 12, 2024 and October 15, 2024, respectively together with applicable consent fees and (iv) modify the permitted usage of certain of the baskets available under the Credit Agreement. Finally, Amendment No. 11 provides that if the Borrower undertakes a securitization transaction prior to the maturity of the New Class A Revolving Commitments, the New Class A Revolving Commitments will further be reduced by 50.0%. As of both March 31, 2024 and December 31, 2023, the Borrower had a principal amount of $110.4 million, $296.3 million and $96.1 million outstanding under the Incremental Term Loan Facility, the 2021 Incremental Term Loans, and the 2021-2 Incremental Term Loans, respectively. The effective interest rate of the Term Loan Facilities was 12.9% at March 31, 2024 and 13.0% at December 31, 2023. 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 In addition, the Credit Agreement provides for senior secured revolving credit facilities (collectively, the “Revolving Credit Facilities”). As described above, prior to Amendment No. 11 the Revolving Credit Facilities were separated into two classes of revolving commitments consisting of Class A Revolving Commitments in the amount of $30.0 million and Class B Revolving Commitments in the amount of $170.0 million, each maturing on September 13, 2024. Effective March 12, 2024, Amendment No. 11 changed the two classes of revolving commitments resulting in a total of $88.5 million remaining available to the Borrower under the New Class A Revolving Commitments, and $23.0 million remaining available to the Borrower under the Remaining Class B Revolving Commitments. The New Class A Revolving Commitments mature on June 30, 2025 and bear interest at either ABR plus 5.5% per annum or SOFR plus 6.5% per annum. The Remaining Class B Revolving Commitments continue to mature on September 13, 2024 and bear interest at either ABR plus 3.0% per annum or SOFR plus 4.0% per annum. The Borrower is required to pay a commitment fee of 0.5% per annum under the Revolving Credit Facilities. The Borrower had no amounts outstanding under the Revolving Credit Facilities as of both March 31, 2024 and December 31, 2023. The Revolving Credit Facilities have a remaining capacity of $111.5 million and $200.0 million in the aggregate as of March 31, 2024 and December 31, 2023, respectively. Voluntary Prepayment The Borrower may voluntarily prepay outstanding borrowings under the Term Loan Facilities at any time in whole or in part without premium or penalty; provided, that, with respect to voluntary prepayments of the Term Loan Facilities and in certain other circumstances, the Borrower may have to pay a prepayment premium. Mandatory Prepayments As described above, Amendment No. 11 requires the Borrower to repay $50.0 million and $25.0 million in borrowings under the Term Loan Facilities by April 12, 2024 and October 15, 2024, respectively. The Borrower is also required to pay consent fees on April 12, 2024 and August 30, 2024 in the amount of 2.0% and 1.0%, respectively, of the aggregate principal balance of Term Loan Facilities outstanding after any mandatory prepayments. Subject to these terms, the Borrower paid $50.0 million and $9.1 million on April 4, 2024 related to the Term Loan Facilities repayment and the required consent fees, respectively. The Credit Agreement requires the Borrower to repay amounts equal to 100.0% of the net cash proceeds of certain asset sales or other dispositions of property (including insurance and condemnation proceeds); provided, that, in the case of any prepayment events required in connection with certain dispositions and casualty events, if the net proceeds therefrom are invested (or committed to be invested) within twelve months after the receipt of such net proceeds, then no prepayment shall be required except to the extent such net proceeds have not been so invested (or committed to be invested) by the end of such 12-month period. The Credit Agreement requires 100.0% of the net proceeds from the issuance or incurrence of certain indebtedness to be applied to prepay the term loans under the Term Loan Facilities, except to the extent the indebtedness constitutes refinancing indebtedness. Guarantees and Security The Borrower’s obligations under the Term Loan Facilities and Revolving Credit Facilities are guaranteed by Blizzard Midco, LLC and certain of the Borrower’s subsidiaries. All obligations under the Credit Agreement are secured by a first priority lien on substantially all of the assets of the Borrower, including a pledge of all of the equity interests of its subsidiaries. Covenants and Other Matters The Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict the Borrower’s and its restricted subsidiaries’ ability to incur indebtedness; incur certain liens; consolidate, merge or sell or otherwise dispose of assets; make investments, loans, advances, guarantees and acquisitions; pay dividends or make other distributions on equity interests or redeem, repurchase or retire equity interests; enter into transactions with affiliates; alter the business conducted by the Borrower and subsidiaries; change their fiscal year; and amend or modify governing documents. In addition, the Credit Agreement contains financial and non-financial covenants including a financial covenant based on a Total Net Cash Leverage Ratio, which is defined as the ratio of consolidated total net debt as of the last day of the testing period to consolidated Cash EBITDA for the period. The Total Net Cash Leverage Ratio must be below 4.50:1.00 for the period ending March 31, 2024 after which the Total Net Cash Leverage Ratio covenant will increase to 4.75:1.00 for the periods ending June 30, 2024 and September 30, 2024. For the period ending December 31, 2024 the Total Net Cash Leverage Ratio covenant will decrease to 3.50:1.00 before decreasing further to 2.75:1.00 on March 31, 2025 until the maturity of the Credit Agreement. The Borrower is in compliance with all covenants as of March 31, 2024. The Credit Agreement also contains certain customary representations and warranties and affirmative covenants, and certain reporting obligations. In addition, the lenders under the Credit Facilities will be permitted to accelerate all outstanding borrowings and other obligations, terminate outstanding commitments and exercise other specified remedies upon the occurrence of certain events of default (subject to certain grace periods and exceptions), which include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, certain cross-defaults and cross-accelerations to other indebtedness, certain events of bankruptcy and insolvency, certain judgments and changes of control. Subject to certain limited exceptions, substantially all of the Borrower’s assets are restricted from distribution. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS' EQUITY In connection with the Company’s IPO in July 2020, the Company’s board of directors (the “Board of Directors”) approved an amended and restated certificate of incorporation and amended and restated bylaws. The amended and restated certificate of incorporation authorizes the issuance of up to 1,100,000,000 shares of Class A common stock, 690,000,000 shares of Class B common stock and 20,000,000 shares of preferred stock, each having a par value of $0.0001 per share. The number of shares of Class B common stock authorized is reduced for redemptions and forfeitures as they occur. The Company’s amended and restated certificate of incorporation and the GHH, LLC Agreement require the Company and GHH, LLC at all times to maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company, except as otherwise determined by the Company. Additionally, the Company’s amended and restated certificate of incorporation and the GHH, LLC Agreement require that the Company and GHH, LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by the Company. Only the Continuing Equity Owners and the permitted transferees of Class B common stock are permitted to hold shares of Class B common stock. Shares of Class B common stock are transferable for shares of Class A common stock only together with an equal number of LLC Interests. Holders of shares of the Company’s Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Each share of Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally. Holders of shares of Class B common stock will vote together with holders of the Company’s Class A common stock as a single class on all matters presented to the Company’s stockholders for their vote or approval, except for certain amendments to the Company’s amended and restated certificate of incorporation or as otherwise required by applicable law or the amended and restated certificate of incorporation. Holders of the Class B common stock are not entitled to participate in any dividends declared by the Board of Directors. Under the terms of the Company’s amended and restated certificate of incorporation, the Company’s Board of Directors is authorized to direct the Company to issue shares of preferred stock in one or more series without stockholder approval. The Company’s Board of Directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The Continuing Equity Owners may, subject to certain exceptions, from time to time at each of their options require GHH, LLC to redeem all or a portion of their LLC Interests in exchange for, at the Company’s election (determined by at least two of the Company’s independent directors who are disinterested), newly-issued shares of Class A common stock on a one-for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of the Company’s Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the GHH, LLC Agreement. The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. Non-controlling interest represents the economic interest in GHH, LLC held directly or indirectly by the Continuing Equity Owners. The non-controlling interest holders' weighted average ownership percentages for the three months ended March 31, 2024 and 2023 were 56.8% and 59.3%, respectively. Upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, holders of Class A common stock and Class B common stock will be entitled to receive ratable portions of the Company’s remaining assets available for distribution; provided, that the holders of Class B common stock shall not be entitled to receive more than $0.0001 per share of Class B common stock and upon receiving such amount, shall not be entitled to receive any of the Company’s other assets or funds with respect to such shares of Class B common stock. Redeemable Convertible Preferred Stock On September 23, 2022 (the “Closing Date”), the Company issued 50,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock (the “Issuance”), par value $0.0001 per share (the “Series A redeemable convertible preferred stock”), to Anthem Insurance Companies, Inc. and GH 22 Holdings, Inc. (the “Purchasers”) for an aggregate purchase price of $50.0 million, at $1,000 per share of the Series A redeemable convertible preferred stock. The Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001 per share as of both March 31, 2024 and December 31, 2023, which had not been designated to any specific classes of preferred stock prior to the Closing Date. On the Closing Date, the Company designated and authorized the issuance of 50,000 shares under the Series A redeemable convertible preferred stock and 200,000 shares under the Series A-1 Convertible Non-Voting Perpetual Preferred Stock (the “Series A-1 convertible preferred stock”). The Series A redeemable convertible preferred stock ranks senior to the shares of the Company’s Class A common stock and Class B common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series A redeemable convertible preferred stock has an initial liquidation preference of $1,000 per share, which shall increase by accumulated quarterly dividends that are not paid in cash (“compounded dividends”). Dividends on each share of Series A redeemable convertible preferred stock shall accrue at an annual rate equal to 7%. Holders of Series A-1 convertible preferred stock are only entitled to dividends if the Company declares such dividends. For the three months ended March 31, 2024, the Company accrued $0.9 million of dividends relating to the Series A redeemable convertible preferred stock that were not paid in cash. The accrued dividends are included in temporary equity on the Condensed Consolidated Balance Sheets. For the three months ended March 31, 2023, the Company paid in cash $0.9 million of dividends relating to the Series A redeemable convertible preferred stock. The Series A redeemable convertible preferred stock is convertible in full at the option of the holders into the number of shares of Class A common stock equal to the quotient of (a) the sum of (i) the liquidation preference (reflecting increases for compounded dividends) plus (ii) the accrued dividends with respect to each share of convertible preferred stock as of the applicable conversion date divided by (b) the conversion price ($9.60 as of March 31, 2024 and subject to adjustment based on certain changes to the Company’s Class A common stock) as of the applicable conversion date. Notwithstanding the foregoing, a holder of Series A redeemable convertible preferred stock may elect to receive upon conversion, in lieu of the shares of Class A common stock otherwise deliverable, one share of Series A-1 convertible preferred stock for every 1,000 shares of Class A common stock otherwise deliverable upon conversion. The Series A-1 convertible preferred stock will be essentially a substitute for the Class A common stock in the form of non-voting preferred stock. The terms of the Series A redeemable convertible preferred stock and Series A-1 convertible preferred stock contain certain anti-dilution adjustments. Subject to certain conditions, at any time after the third anniversary of the Closing Date, if the volume weighted average price per share of Class A common stock on Nasdaq is equal to or greater than 150.0% of the then-applicable conversion price for each of at least twenty (20) trading days, whether or not consecutive, in any period of thirty (30) consecutive trading days ending on and including the trading day immediately before the Company provides the holders with notice of its election to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock (at the election of the holder), the Company may elect to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will be entitled, out of assets legally available therefor, and subject to the rights of the holders of any senior stock (including the Series A redeemable convertible preferred stock) or parity stock (including the Class A and Class B common stock) and the rights of the Company’s existing and future creditors, to receive an aggregate amount per share equal to 1,000 (as may be adjusted) times the aggregate amount to be distributed per share to holders of shares of Class A common stock. Each holder of a whole share of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) shall be entitled to receive when, as and if declared by the Company’s Board of Directors out of funds legally available for the purpose, an amount per share equal to 1,000 (as may be adjusted) times the aggregate per share amount of all cash dividends, and 1,000 (as may be adjusted) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class A common stock or a subdivision of the outstanding shares of Class A common stock (by reclassification or otherwise), declared on each share of Class A common stock since the first issuance of any share of Series A-1 convertible preferred stock. Each holder of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will have the right, at such holder’s option, to convert in full each share of such holder’s Series A-1 convertible preferred stock at such time into the number of shares of Class A common stock based upon a conversion ratio of 1,000 shares of Class A common stock for each share of Series A-1 convertible preferred stock (such ratio being subject to adjustment). Under the Certificate of Designations, holders of the Series A redeemable convertible preferred stock are entitled to vote with the holders of the Class A common stock on an as-converted basis on all matters submitted to a vote of the holders of the Class A common stock. Notwithstanding the foregoing: (1) the lead Purchaser’s voting rights shall not exceed 9.99% of the voting rights associated with the issued and outstanding shares of capital stock of the Company at any time; and (2) the voting rights of the Purchasers holding Series A redeemable convertible preferred stock, voting on an as-converted basis with the holders of the Class A common stock and the holders of any other class or series of capital stock of the Company then entitled to vote, shall be capped at the maximum amount that would not result in requiring shareholder approval for the exercise of such voting rights pursuant to the Nasdaq Rules. The Series A-1 convertible preferred stock is not entitled to vote with the Class A common stock on matters submitted to a vote of the holders of the Class A common stock and will have no voting rights except as required by applicable law. In addition, holders of the preferred stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that materially, adversely and disproportionately affect the Series A redeemable convertible preferred stock, authorizations or issuances by the Company of securities that are senior to or pari passu with the Series A redeemable convertible preferred stock and issuing any debt security (for the avoidance of doubt, excluding any draws under the Company’s Existing Credit Agreement referenced in the Certificate of Designations), if the Company’s Consolidated Total Net Debt (as defined in the Certificate of Designations) following such action would exceed four times the Company’s Consolidated EBITDA (as defined in the Certificate of Designations) for the Company’s most recently completed four consecutive fiscal quarters. At any time following the fifth anniversary of the Closing Date, the Company may redeem the Series A redeemable convertible preferred stock, in whole or in part, for a per share amount in cash equal to the liquidation preference (reflecting increases for compounded dividends) thereof plus all accrued dividends as of the applicable redemption date. Upon certain change of control events involving the Company, (i) a holder of the Series A redeemable convertible preferred stock may, so long as such payment would not otherwise result in a breach of, or event of default under, then-existing credit agreements, indentures or other financing arrangements, require the Company to purchase and (ii) subject to a holder’s right to convert its shares of Series A redeemable convertible preferred stock into Class A common stock or Series A-1 convertible preferred stock at the then-current conversion price, the Company may elect to purchase, all or a portion of such holder’s shares of Series A redeemable convertible preferred stock that have not been so converted, in each case at a purchase price per share of Series A redeemable convertible preferred stock, payable in cash, equal to (i) if the change of control effective date occurs at any time prior to the fifth anniversary of the Closing Date, 160.0% of a Purchaser’s original investment amount and (ii) if the change of control effective date occurs on or after the fifth anniversary of the Closing Date, the liquidation preference (reflecting increases for compounded dividends) of such share of Series A redeemable convertible preferred stock plus the accrued dividends in respect of such share of Series A redeemable convertible preferred stock as of the change of control purchase date. The Purchasers have entered into a customary registration rights agreement with respect to shares of Class A common stock held by the Purchasers issued upon any future conversion of the Series A redeemable convertible preferred stock or Series A-1 convertible preferred stock. In connection with the Issuance, the Company, as the managing member of GHH, LLC, caused GHH, LLC (i) to issue to the Company, in exchange for the proceeds from the Issuance, Series A preferred units and (ii) to authorize another series of preferred units, in each case having an aggregate liquidation preference and having terms substantially economically equivalent to the aggregate liquidation preference and the economic terms of the Series A redeemable convertible preferred stock and the Series A-1 convertible preferred stock, respectively, and entered into Amendment No. 2 to the GHH, LLC Agreement to effectuate the same. The Company classifies the Series A redeemable convertible preferred stock and Series A-1 convertible preferred stock outside of permanent equity as temporary equity since the redemption of such shares is not solely within the Company’s control. The Company does not remeasure the redeemable convertible preferred stock because it is not currently redeemable and not probable of becoming redeemable. The redeemable convertible preferred stock was recorded at fair value upon issuance, net of issuance costs of $1.6 million. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation Plans | SHARE-BASED COMPENSATION PLANS The following table summarizes share-based compensation expense by operating function for the periods presented: Three months ended Mar. 31, (in thousands) 2024 2023 Marketing and advertising $ 76 $ 66 Consumer care and enrollment 324 604 Technology 239 767 General and administrative (1) 1,144 5,147 Total share-based compensation expense $ 1,783 $ 6,584 (1) For the three months ended March 31, 2024 and 2023, share-based compensation expense includes expense related to the stock appreciation rights (“SARs”), which are liability classified awards. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows: Three months ended Mar. 31, (in thousands, except per share amounts) 2024 2023 Numerator: Net loss $ (21,346) $ (22,543) Less: Net loss attributable to non-controlling interests (12,130) (13,364) Net loss attributable to GoHealth, Inc. (9,216) (9,179) Less: Dividends accumulated on redeemable convertible preferred stock 892 892 Net loss attributable to common stockholders (10,108) (10,071) Denominator: Weighted-average shares of Class A common stock outstanding—basic and diluted 9,715 8,965 Net loss per share of Class A common stock—basic and diluted $ (1.04) $ (1.12) The following number of shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive: Mar. 31, (in thousands) 2024 2023 Class A common stock issuable pursuant to equity awards 1,671 2,145 Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock 3,989 3,873 Class B common stock 12,783 13,053 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
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 foreign subsidiary, which is treated as a foreign disregarded entity. As a partnership, GHH, LLC does not pay any federal income taxes, as income or loss is included in the tax returns of the individual members. Prior to April 1, 2023, certain of the Company’s wholly-owned entities were taxed as corporations and subject to federal and state income taxes in the jurisdictions in which they operated. Additionally, the Company’s foreign subsidiary is subject to foreign income taxes in the jurisdiction in which it operates. The accruals for such taxes are included in the Condensed Consolidated Financial Statements. The Company’s effective tax rate for the three months ended March 31, 2024 and 2023 was 0.33% and 0.19%, respectively. The effective tax rate for each period is lower than the statutory tax rate primarily due to the effect of loss entities for which the Company excludes from its effective tax rate calculation and loss attributable to non-controlling interests. Tax Receivable Agreement In connection with the IPO, the Company entered into a Tax Receivable Agreement with GHH, LLC, the Continuing Equity Owners and the Blocker Shareholders that will provide for the payment by the Company to the Continuing Equity Owners and the Blocker Shareholders of 85% of the amount of tax benefits, if any, that the Company actually realizes (or in some circumstances is deemed to realize). The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character and timing of the taxable income of the Company in the future. As of both March 31, 2024 and December 31, 2023 the liability related to the Tax Receivable Agreement was $0.8 million. Should the Company determine that any additional Tax Receivable Agreement liability is considered probable at a future date based on new information, any changes will be recorded within earnings at that time. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Revenue Recognition for Variable Consideration The Company’s variable consideration includes the expected amount of initial commissions received from the health plan partners and any renewal commissions to be paid on such placement as long as the policyholder remains with the same insurance product, also known as the total estimated LTV of the policy. The consideration is variable based on the estimated amount of time a policy will remain in force, which is based on historical experience or health plan partner experience to the extent available, industry data, and expectations as to future retention rates. Additionally, the Company considers the application of a constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, which takes into account cash received as compared to the original estimates and reviews and monitors changes in the data used to estimate LTV. Changes in LTV may result in an increase or a decrease to revenue and a corresponding change to commissions receivable. The Company analyzes these differences and to the extent the Company believes differences in the estimates are indicative of a change to prior period LTVs, the Company will adjust revenue for the affected vintages at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. For the three months ended March 31, 2024 and 2023, the Company recorded no revenue adjustments. Disaggregation of Revenue The table below depicts the disaggregation of revenue and is consistent with how the Company evaluates its financial performance: Three months ended Mar. 31, (in thousands) 2024 2023 Medicare Revenue Agency Revenue Commission Revenue (1) $ 79,733 $ 97,531 Partner Marketing and Other Revenue 19,391 27,124 Total Agency Revenue 99,124 124,655 Non-Agency Revenue 85,902 44,972 Total Medicare Revenue 185,026 169,627 Other Revenue Non-Encompass BPO Services Revenue — 6,794 Other Revenue 574 6,737 Total Other Revenue 574 13,531 Total Net Revenues $ 185,600 $ 183,158 (1) Commission revenue excludes commissions generated through the Company’s Non-Encompass BPO Services as well as from the sale of individual and family plan insurance products. Medicare Revenue: The primary services provided by the Company relate to the sale and administration of Medicare insurance products through either the agency model or the non-agency model. The agency model refers to the commission revenue and partner marketing revenue the Company receives when GoHealth agents or the Company’s independent network of outsourced agents enroll the consumer and submit the policy application to the health plan partner, becoming the agent of record. The Company recognizes commission revenue from the sale of insurance products at the point when health plan partners approve an insurance application produced by the Company. The Company records as commission revenue the expected amount of initial commissions received from the health plan partners and any renewal commissions to be paid on such placement as long as the policyholder remains with the same insurance product, which represents the LTV it expects to receive for selling the product after the health plan partner approves an application. As part of its estimation process, the Company constrains revenue such that the amount of revenue recognized is the amount the Company believes is probable will not result in a significant reversal in the future. The Company records partner marketing services over time based on delivering call volumes or providing marketing services. Non-agency revenue refers to services provided by the Company that support enrollment and engagement activities in which the Company is not the agent of record. The non-agency model moves away from the agency structure in that cash is collected in advance or in close proximity to the point in time revenue is recognized. Non-agency revenue includes enrollment and engagement services through Encompass Connect and Encompass Engage. Encompass Connect is designed to provide enrollment related services to our participating partners. The Company is compensated for generating and transferring leads to the health plan partners, at which time the health plan partner representative will enroll and submit the application, becoming the agent of record. Revenue is recognized at the point in time the lead is transferred. Encompass Engage includes post-enrollment member outreach and engagement services, including facilitating an onboarding experience customized to a member’s plan and health needs. The Company recognizes Encompass Engage revenue at the point in time that the service is provided based on member retention and providing post-enrollment services. Other Revenue: Other revenue is comprised of Non-Encompass BPO Services, which refers to programs in which GoHealth-employed agents are dedicated to certain health plans and agencies we partner with outside of the Encompass model. These services include commission revenue and partner marketing revenue that is directly attributable to Non-Encompass BPO Services. The remaining revenue relates primarily to revenue generated from the sale of individual and family plan insurance products and ancillary services. Contract Assets and Liabilities The Company records contract assets and contract liabilities from contracts with customers as it relates to commissions receivable, commissions payable and deferred revenue. Commissions receivable represents estimated variable consideration for commissions to be received from health plan partners for performance obligations that have been satisfied. Commissions payable represents estimated commissions to be paid to the Company’s external agents and other partners. The Company had unbilled receivables for performance-based enrollment fees and non-agency revenue as of March 31, 2024 and December 31, 2023 of $8.8 million and $36.0 million, respectively, which are recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. In addition, the Company had accrued payments for revenue share as of March 31, 2024 and December 31, 2023 of $12.7 million and $14.8 million, respectively, which are recorded in accrued liabilities. There are no other contract assets or contract liabilities recorded by the Company. Deferred revenue includes amounts collected for partner marketing services and non-agency revenue in advance of the Company satisfying its performance obligations for such customers. The decrease in deferred revenue during the three months ended March 31, 2024 compared to December 31, 2023 was primarily due to less cash received as of March 31, 2024 compared to December 31, 2023 for marketing, administrative and enrollment fees in advance of performing such services that the Company expects to satisfy within the next twelve months. During the three months ended March 31, 2024 and 2023, the Company recognized revenue that was recorded in deferred revenue on the Condensed Consolidated Balance Sheets at the beginning of the respective fiscal year of $34.9 million and $40.5 million, respectively. Commissions Receivable Commissions receivable activity is summarized as follows: Three months ended Mar. 31, (in thousands) 2024 2023 Beginning balance $ 911,697 $ 1,031,433 Commission revenue (1) 81,162 98,265 Cash receipts (149,777) (192,910) Allowance for credit loss 45 16 Ending balance $ 843,127 $ 936,804 Less: Commissions receivable - current 269,799 292,943 Commissions receivable - non-current $ 573,328 $ 643,861 (1) Commission revenue excludes commissions generated through the Company’s Non-Encompass BPO Services as well as from the sale of individual and family plan insurance products. The Company’s contracts with health plan partners expose it to credit risk because a financial loss could be incurred if the counterparty does not fulfill its financial obligation. While the Company is exposed to credit losses due to the potential non-performance of its counterparties, the Company considers this risk to be remote. The Company estimates the allowance for credit losses using available information from internal and external sources related to historical experiences, current conditions and forecasts. Estimates of loss are determined by using historical collections data as well as historical information obtained through research and review of other peer companies. The estimated exposure of default is determined by applying these internal and external factors to the commission receivable balances. The Company estimates the maximum credit risk in determining the commissions receivable amount recorded on the Condensed Consolidated Balance Sheets. Significant Customers The following table presents health plan partners representing 10% or more of the Company’s total revenue for the periods indicated: Three months ended Mar. 31, 2024 2023 Aetna 29.9 % 6.1 % Elevance Health 22.7 % 17.9 % Humana 17.5 % 37.8 % United 16.0 % 20.4 % Concentration of Credit Risk The Company does not require collateral or other security in granting credit. As of March 31, 2024, three customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 93.3%, or $16.8 million, of the combined total. As of December 31, 2023, three customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 88.3%, or $32.1 million, of the combined total. Unbilled receivables are included in prepaid expense and other current assets on the Condensed Consolidated Balance Sheets. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | LEASES The Company has entered into operating agreements with lease periods expiring between 2024 and 2032. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Components of lease expense are as follows, all recorded within operating expenses in the Condensed Consolidated Statement of Operations: Three months ended Mar. 31, (in thousands) 2024 2023 Operating lease cost 1,946 2,092 Short-term lease cost (1) 21 19 Variable lease cost (2) 162 123 Sublease income (507) (388) Total net lease expense $ 1,622 $ 1,846 (1) Includes costs related to leases, which at the commencement date, have a lease term of 12 months or less. (2) Includes costs incurred by the Company for the right to use an underlying asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in no operating lease impairment charges for the three months ended March 31, 2024 and 2023. Refer to Note 2. “Fair Value Measurements” for further details. As of March 31, 2024, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases Remainder of 2024 $ 6,904 2025 8,846 2026 7,762 2027 8,008 2028 7,033 Thereafter 20,445 Total lease payments $ 58,998 Less: Imputed interest (15,491) Present value of lease liabilities $ 43,507 Supplemental cash flow information related to leases are as follows: Three months ended Mar. 31, (in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,763 $ 3,343 The weighted average remaining operating lease term and discount rate are as follows: Mar. 31, 2024 2023 Weighted average remaining lease term (in years) 7.0 years 7.6 years Weighted average discount rate 9.0 % 8.1 % |
Leases | LEASES The Company has entered into operating agreements with lease periods expiring between 2024 and 2032. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Components of lease expense are as follows, all recorded within operating expenses in the Condensed Consolidated Statement of Operations: Three months ended Mar. 31, (in thousands) 2024 2023 Operating lease cost 1,946 2,092 Short-term lease cost (1) 21 19 Variable lease cost (2) 162 123 Sublease income (507) (388) Total net lease expense $ 1,622 $ 1,846 (1) Includes costs related to leases, which at the commencement date, have a lease term of 12 months or less. (2) Includes costs incurred by the Company for the right to use an underlying asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in no operating lease impairment charges for the three months ended March 31, 2024 and 2023. Refer to Note 2. “Fair Value Measurements” for further details. As of March 31, 2024, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases Remainder of 2024 $ 6,904 2025 8,846 2026 7,762 2027 8,008 2028 7,033 Thereafter 20,445 Total lease payments $ 58,998 Less: Imputed interest (15,491) Present value of lease liabilities $ 43,507 Supplemental cash flow information related to leases are as follows: Three months ended Mar. 31, (in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,763 $ 3,343 The weighted average remaining operating lease term and discount rate are as follows: Mar. 31, 2024 2023 Weighted average remaining lease term (in years) 7.0 years 7.6 years Weighted average discount rate 9.0 % 8.1 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Legal Proceedings In September 2020, three purported securities class action complaints were filed in the U.S. District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and certain underwriters, private equity firms and investment vehicles alleging that the Registration Statement filed in connection with the IPO was negligently prepared and, as a result, contained untrue statements of material fact, omitted material facts necessary to make the statements contained therein not misleading and failed to make necessary disclosures required under the rules and regulations governing its preparation, including the Securities Act of 1933 (the “Securities Class Action”). Compensatory damages and reasonable costs and expenses incurred in the Securities Class Action were sought by the plaintiffs. On December 10, 2020, the court in the earliest filed action consolidated the three complaints, appointed lead plaintiffs and lead counsel for the consolidated action, and captioned the consolidated action “In re GoHealth, Inc. Securities Litigation.” On February 25, 2021, lead plaintiffs filed a consolidated complaint. On April 26, 2021, the Company and officer and director defendants filed a motion to dismiss the complaint. On April 5, 2022, that motion was denied. On May 31, 2022, the Company and officer and director defendants filed an answer to the consolidated complaint and, on June 21, 2022, they filed an amended answer. On September 23, 2022, lead plaintiffs filed a motion for class certification, which has not been decided. In December 2023, the parties notified the court that they had reached an agreement in principle to settle the Securities Class Action. On February 7, 2024, the plaintiffs filed an application with the court seeking preliminary approval of the parties’ proposed settlement, which application was granted by the court on February 27, 2024. The terms of the parties’ proposed settlement agreement are contained in the settlement documents filed with the court on February 7, 2024. The settlement, if finally approved by the Court, will fully resolve the Securities Class Action. A hearing for final approval of the settlement is scheduled for May 22, 2024. On May 19, 2021, a derivative action (the “Derivative Action”) was filed in the U.S. District Court for the Northern District of Illinois, purportedly on behalf of the Company and against certain of the Company’s officers and directors, alleging breaches of fiduciary duty and other claims, based on substantially the same factual allegations as in the Securities Class Action. On June 6, 2022, the Derivative Action was stayed pursuant to the parties’ stipulation. The proposed settlement in the Securities Class Action will not resolve the Derivative Action. The Company is contesting the Derivative Action, but may pursue settlement negotiations, as it deems appropriate. Although outcomes of these cases are uncertain until final disposition, the Company establishes an accrual for such matters when a loss is deemed to be probable and reasonably estimable. The Company previously disclosed that it recorded a $12.0 million accrual for the Securities Class Action and the Derivative Action. On March 13, 2024, the Company paid $10.5 million toward the Securities Class Action settlement. This payment was the remaining amount of the retention amount for which the Company was responsible under its applicable directors and officers liability insurance policies. The Company does not expect to make any further contribution to the settlement amount in the Securities Class Action. The remaining settlement amount was paid by the Company’s insurance carriers under the applicable insurance policies and pursuant to the terms of the proposed settlement. It is possible that actual future losses related to the Securities Class Action, to the extent the Court does not approve the proposed settlement, or the Derivative Action, will exceed the current accrual level. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS The Company is party to various lease agreements with 214 W Huron LLC, 220 W Huron Street Holdings LLC, 215 W Superior LLC and Wilson Tech 5, LLC, each of which is controlled by significant shareholders of the Company, to lease its former corporate offices in Chicago, Illinois and offices in Lindon, Utah. The Company pays rent, operating expenses, maintenance and utilities under the terms of the leases. For both the three months ended March 31, 2024 and 2023 the Company made aggregate lease payments of $1.5 million. On January 1, 2020, the Company entered into a non-exclusive aircraft dry lease agreement with an entity wholly-owned and controlled by certain significant shareholders of the Company. The agreement allows the Company to use an aircraft owned by this entity for business and on an as-needed basis. The agreement has no set term and is terminable without cause by either party upon 30 days’ prior written notice. Under the agreement, the Company is required to pay $6,036.94 per flight hour for use of the aircraft. For the three months ended March 31, 2024 and 2023 the Company recorded no expense under the lease. The lease will terminate in the second quarter of fiscal year 2024. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | RESTRUCTURING COSTS During the second and third quarters of fiscal year 2022, the Company implemented restructuring initiatives as part of its strategic transformation to drive efficiency and optimize costs. On June 3, 2022, the Board approved the separation and replacement of key management roles, including Chief Operating Officer, Chief Financial Officer, Chief Strategy Officer, and President. On August 9, 2022, the Company eliminated 828 full-time positions, representing approximately 23.7% of the workforce, primarily within the consumer care and enrollment group. The majority of the restructuring charges incurred relate to employee termination benefits and will be settled in cash through the second quarter of 2024. The restructuring activities related to this plan were materially complete as of December 31, 2022. The Company evaluates restructuring charges in accordance with ASC 420 Exit or Disposal Cost Obligations and ASC 712 Compensation—Nonretirement Post-Employment Benefits. The Company incurred no restructuring and other related charges during the three months ended March 31, 2024 and 2023. The following table provides the changes in the Company’s restructuring and other related charges that will be settled in cash, included in accrued liabilities on the Condensed Consolidated Balance Sheets: Mar. 31, (in thousands) 2024 2023 Beginning balance $ 645 $ 2,083 Charges incurred — — Cash paid (281) (379) Ending balance $ 364 $ 1,704 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (9,216) | $ (9,179) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies The Company was incorporated in Delaware on March 27, 2020 for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of GHH, LLC, a Delaware limited liability company, and its controlled subsidiaries (collectively, “GHH, LLC”). Following the IPO and pursuant to a reorganization into a holding company structure, the Company is a holding company and its principal asset is a controlling equity interest in GHH, LLC. As the sole managing member of GHH, LLC, the Company operates and controls all of the business and affairs of GHH, LLC, and through GHH, LLC and its subsidiaries, conducts its business. As a result, the Company consolidates GHH, LLC’s financial results in its Condensed Consolidated Financial Statements and reports non-controlling interests for the economic interest in GHH, LLC held by the Continuing Equity Owners. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information, but do not include all information and footnote disclosures required under GAAP for annual financial statements. The accompanying Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company’s 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 14, 2024. 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. “Consumer care and enrollment” on the Condensed Consolidated Statements of Operations, previously referred to as “customer care and enrollment” reflects a name change only and does not require any financial information to be reclassified from previous periods. There have been no material changes to the Company’s significant accounting policies from those disclosed in the notes to the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2023, which were included in the Company’s 2023 Annual Report on Form 10-K. |
Use of Estimates | Use of Estimates |
Seasonality | Seasonality The Medicare annual enrollment period (“AEP”) occurs from October 15 th to December 7 th . As a result, and in general, we experience an increase in the number of Submissions during the fourth quarter and an increase in expense related to the Medicare Submissions during the third and fourth quarters. Additionally, as a result of the annual Medicare Advantage open enrollment period that occurs from January 1 st to March 31 st , Medicare Submissions are typically second-highest in our first quarter. The second and third quarters are known as special election periods, during which Medicare Submissions are typically lowest. A significant portion of our marketing and advertising expenses is driven by the number of health insurance applications submitted through us. Marketing and advertising expenses are generally higher in the fourth quarter during AEP, but because commissions from approved consumers are paid to us over time, our operating cash flows could be adversely impacted by a substantial increase in marketing and advertising expenses as a result of a higher volume of Submissions during the fourth quarter or positively impacted by a substantial decline in marketing and advertising expenses as a result of lower volume of Submissions during the fourth quarter. |
Segment Information | Segment Information |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact on our related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 enhanced annual disclosures regarding the income tax rate reconciliation and income taxes paid information. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact on our related disclosures. |
Revenue Recognition for Variable Consideration | Revenue Recognition for Variable Consideration The Company’s variable consideration includes the expected amount of initial commissions received from the health plan partners and any renewal commissions to be paid on such placement as long as the policyholder remains with the same insurance product, also known as the total estimated LTV of the policy. The consideration is variable based on the estimated amount of time a policy will remain in force, which is based on historical experience or health plan partner experience to the extent available, industry data, and expectations as to future retention rates. Additionally, the Company considers the application of a constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-lived Amortizable Intangible Assets | The gross carrying amounts, accumulated amortization and net carrying amounts of the Company’s definite-lived amortizable intangible assets, as well as its indefinite-lived intangible trade names, are as follows: Mar. 31, 2024 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 322,400 $ 173,600 Customer relationships 232,000 105,560 126,440 Total intangible assets subject to amortization $ 728,000 $ 427,960 $ 300,040 Indefinite-lived trade names 73,000 Total intangible assets $ 373,040 Dec. 31, 2023 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 304,686 $ 191,314 Customer relationships 232,000 99,760 132,240 Total intangible assets subject to amortization $ 728,000 $ 404,446 $ 323,554 Indefinite-lived trade names 73,000 Total intangible assets $ 396,554 |
Schedule of Indefinite-lived Intangible Trade Names | The gross carrying amounts, accumulated amortization and net carrying amounts of the Company’s definite-lived amortizable intangible assets, as well as its indefinite-lived intangible trade names, are as follows: Mar. 31, 2024 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 322,400 $ 173,600 Customer relationships 232,000 105,560 126,440 Total intangible assets subject to amortization $ 728,000 $ 427,960 $ 300,040 Indefinite-lived trade names 73,000 Total intangible assets $ 373,040 Dec. 31, 2023 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 496,000 $ 304,686 $ 191,314 Customer relationships 232,000 99,760 132,240 Total intangible assets subject to amortization $ 728,000 $ 404,446 $ 323,554 Indefinite-lived trade names 73,000 Total intangible assets $ 396,554 |
Schedule of Expected Amortization Expense Related to Intangible Assets | As of March 31, 2024, 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 2024 $ 53,143 $ 17,400 $ 70,543 2025 70,857 23,200 94,057 2026 49,600 23,200 72,800 2027 — 23,200 23,200 2028 — 23,200 23,200 Thereafter — 16,240 16,240 Total $ 173,600 $ 126,440 $ 300,040 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | The Company’s long-term debt consisted of the following: (in thousands) Mar. 31, 2024 Dec. 31, 2023 Term Loan Facilities $ 502,796 $ 502,796 Less: Unamortized debt discount and issuance costs (17,472) (5,091) Total debt $ 485,324 $ 497,705 Less: Current portion of long-term debt (75,000) (75,000) Total long-term debt $ 410,324 $ 422,705 |
Schedule of Maturities of Long-Term Debt | Maturities of long-term debt for each of the next five years is as follows: (in thousands) Remainder of 2024 $ 75,000 2025 427,796 2026 — 2027 — 2028 — Thereafter — Total $ 502,796 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation Expenses by Operating Function | The following table summarizes share-based compensation expense by operating function for the periods presented: Three months ended Mar. 31, (in thousands) 2024 2023 Marketing and advertising $ 76 $ 66 Consumer care and enrollment 324 604 Technology 239 767 General and administrative (1) 1,144 5,147 Total share-based compensation expense $ 1,783 $ 6,584 (1) For the three months ended March 31, 2024 and 2023, share-based compensation expense includes expense related to the stock appreciation rights (“SARs”), which are liability classified awards. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Loss Per Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows: Three months ended Mar. 31, (in thousands, except per share amounts) 2024 2023 Numerator: Net loss $ (21,346) $ (22,543) Less: Net loss attributable to non-controlling interests (12,130) (13,364) Net loss attributable to GoHealth, Inc. (9,216) (9,179) Less: Dividends accumulated on redeemable convertible preferred stock 892 892 Net loss attributable to common stockholders (10,108) (10,071) Denominator: Weighted-average shares of Class A common stock outstanding—basic and diluted 9,715 8,965 Net loss per share of Class A common stock—basic and diluted $ (1.04) $ (1.12) |
Schedule of Antidilutive Securities Excluded From Calculation of Diluted Loss Per Share | The following number of shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive: Mar. 31, (in thousands) 2024 2023 Class A common stock issuable pursuant to equity awards 1,671 2,145 Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock 3,989 3,873 Class B common stock 12,783 13,053 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The table below depicts the disaggregation of revenue and is consistent with how the Company evaluates its financial performance: Three months ended Mar. 31, (in thousands) 2024 2023 Medicare Revenue Agency Revenue Commission Revenue (1) $ 79,733 $ 97,531 Partner Marketing and Other Revenue 19,391 27,124 Total Agency Revenue 99,124 124,655 Non-Agency Revenue 85,902 44,972 Total Medicare Revenue 185,026 169,627 Other Revenue Non-Encompass BPO Services Revenue — 6,794 Other Revenue 574 6,737 Total Other Revenue 574 13,531 Total Net Revenues $ 185,600 $ 183,158 (1) Commission revenue excludes commissions generated through the Company’s Non-Encompass BPO Services as well as from the sale of individual and family plan insurance products. |
Summary of Commissions Receivable Activity | Commissions receivable activity is summarized as follows: Three months ended Mar. 31, (in thousands) 2024 2023 Beginning balance $ 911,697 $ 1,031,433 Commission revenue (1) 81,162 98,265 Cash receipts (149,777) (192,910) Allowance for credit loss 45 16 Ending balance $ 843,127 $ 936,804 Less: Commissions receivable - current 269,799 292,943 Commissions receivable - non-current $ 573,328 $ 643,861 (1) Commission revenue excludes commissions generated through the Company’s Non-Encompass BPO Services as well as from the sale of individual and family plan insurance products. |
Summary of Revenue by Major Customers by Reporting Segments | The following table presents health plan partners representing 10% or more of the Company’s total revenue for the periods indicated: Three months ended Mar. 31, 2024 2023 Aetna 29.9 % 6.1 % Elevance Health 22.7 % 17.9 % Humana 17.5 % 37.8 % United 16.0 % 20.4 % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Components of Lease Expense, Supplemental Cash Flow Information and Weighted Average Remaining Lease Term and Discount Rate | Components of lease expense are as follows, all recorded within operating expenses in the Condensed Consolidated Statement of Operations: Three months ended Mar. 31, (in thousands) 2024 2023 Operating lease cost 1,946 2,092 Short-term lease cost (1) 21 19 Variable lease cost (2) 162 123 Sublease income (507) (388) Total net lease expense $ 1,622 $ 1,846 (1) Includes costs related to leases, which at the commencement date, have a lease term of 12 months or less. (2) Includes costs incurred by the Company for the right to use an underlying asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. Supplemental cash flow information related to leases are as follows: Three months ended Mar. 31, (in thousands) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,763 $ 3,343 The weighted average remaining operating lease term and discount rate are as follows: Mar. 31, 2024 2023 Weighted average remaining lease term (in years) 7.0 years 7.6 years Weighted average discount rate 9.0 % 8.1 % |
Schedule of Future Minimum Payments for Finance Leases | As of March 31, 2024, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases Remainder of 2024 $ 6,904 2025 8,846 2026 7,762 2027 8,008 2028 7,033 Thereafter 20,445 Total lease payments $ 58,998 Less: Imputed interest (15,491) Present value of lease liabilities $ 43,507 |
Schedule of Future Minimum Payments for Operating Leases | As of March 31, 2024, future minimum lease payments for operating leases consisted of the following: (in thousands) Operating Leases Remainder of 2024 $ 6,904 2025 8,846 2026 7,762 2027 8,008 2028 7,033 Thereafter 20,445 Total lease payments $ 58,998 Less: Imputed interest (15,491) Present value of lease liabilities $ 43,507 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Components of and Changes in Restructuring and Related Charges | The following table provides the changes in the Company’s restructuring and other related charges that will be settled in cash, included in accrued liabilities on the Condensed Consolidated Balance Sheets: Mar. 31, (in thousands) 2024 2023 Beginning balance $ 645 $ 2,083 Charges incurred — — Cash paid (281) (379) Ending balance $ 364 $ 1,704 |
Description of Business and S_3
Description of Business and Significant Accounting Policies - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment state | |
Accounting Policies [Abstract] | |
Number of states in which the company provide health plans in | state | 50 |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||||
Operating lease impairment charges | $ 0 | $ 2.7 | $ 0 | |
Impairment of intangible assets | $ 0 | $ 0 | $ 10 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 0 | $ 0 | $ 10,000 |
Indefinite-lived trade names | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Net Carrying Amount | $ 73,000 | $ 73,000 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Definite-lived and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 728,000 | $ 728,000 |
Accumulated Amortization | 427,960 | 404,446 |
Net Carrying Amount | 300,040 | 323,554 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Net Carrying Amount | 373,040 | 396,554 |
Indefinite-lived trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Net Carrying Amount | 73,000 | 73,000 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 496,000 | 496,000 |
Accumulated Amortization | 322,400 | 304,686 |
Net Carrying Amount | 173,600 | 191,314 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 232,000 | 232,000 |
Accumulated Amortization | 105,560 | 99,760 |
Net Carrying Amount | $ 126,440 | $ 132,240 |
Intangible Assets, Net - Summ_2
Intangible Assets, Net - Summary of Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2024 | $ 70,543 | |
2025 | 94,057 | |
2026 | 72,800 | |
2027 | 23,200 | |
2028 | 23,200 | |
Thereafter | 16,240 | |
Net Carrying Amount | 300,040 | $ 323,554 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2024 | 53,143 | |
2025 | 70,857 | |
2026 | 49,600 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Net Carrying Amount | 173,600 | 191,314 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of 2024 | 17,400 | |
2025 | 23,200 | |
2026 | 23,200 | |
2027 | 23,200 | |
2028 | 23,200 | |
Thereafter | 16,240 | |
Net Carrying Amount | $ 126,440 | $ 132,240 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total | $ 502,796 | |
Less: Unamortized debt discount and issuance costs | (17,472) | $ (5,091) |
Total debt | 485,324 | 497,705 |
Less: Current portion of long-term debt | (75,000) | (75,000) |
Total long-term debt | 410,324 | 422,705 |
Term Loan Facilities | ||
Debt Instrument [Line Items] | ||
Total | $ 502,796 | $ 502,796 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2024 | $ 75,000 |
2025 | 427,796 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total | $ 502,796 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | 3 Months Ended | ||||||||||||||
Mar. 25, 2025 | Oct. 15, 2024 USD ($) | Sep. 01, 2024 | Apr. 12, 2024 USD ($) | Apr. 04, 2024 USD ($) | Mar. 12, 2024 USD ($) | Mar. 15, 2023 | Dec. 31, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 USD ($) | Aug. 30, 2024 | Mar. 11, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2019 USD ($) | |
Term Loan Facilities | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Effective interest rate | 12.90% | 13% | |||||||||||||
Mandatory prepayment as a percentage of assets sold | 100% | ||||||||||||||
Period for which net proceeds may be invested (or committed to be invested) and no prepayment required | 12 months | ||||||||||||||
Term Loan Facilities | Subsequent event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Prepayment premium | $ 50,000,000 | $ 50,000,000 | |||||||||||||
Consent fees, percentage of aggregate principal balance | 0.020 | ||||||||||||||
Consent fees | $ 9,100,000 | ||||||||||||||
Term Loan Facilities | Forecast | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Prepayment premium | $ 25,000,000 | ||||||||||||||
Consent fees, percentage of aggregate principal balance | 0.010 | ||||||||||||||
Net cash leverage ratio | 2.75 | 3.50 | 4.75 | 4.75 | |||||||||||
Term Loan Facilities | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Net cash leverage ratio | 4.50 | ||||||||||||||
Term Loan Facilities | Alternate Base Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 6.50% | ||||||||||||||
Term Loan Facilities | Initial Term Loan Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Mandatory prepayment as a percentage of amount raised on debt issue | 100% | ||||||||||||||
Term Loan Facilities | Incremental Term Loan Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 117,000,000 | ||||||||||||||
Amount outstanding | $ 110,400,000 | $ 110,400,000 | |||||||||||||
Mandatory prepayment as a percentage of amount raised on debt issue | 100% | ||||||||||||||
Term Loan Facilities | Incremental Term Loan Facility | Alternate Base Rate | Forecast | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 7% | ||||||||||||||
Term Loan Facilities | Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 7.50% | ||||||||||||||
Term Loan Facilities | Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Forecast | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 8% | ||||||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | 310,000,000 | ||||||||||||||
Amount outstanding | $ 296,300,000 | 296,300,000 | |||||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Alternate Base Rate | Forecast | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 7% | ||||||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 7.50% | ||||||||||||||
Term Loan Facilities | 2021 Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Forecast | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 8% | ||||||||||||||
Term Loan Facilities | 2021-2 Incremental Term Loan Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 100,000,000 | ||||||||||||||
Amount outstanding | 96,100,000 | 96,100,000 | |||||||||||||
Term Loan Facilities | 2021-2 Incremental Term Loan Facility | Alternate Base Rate | Forecast | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 7% | ||||||||||||||
Term Loan Facilities | 2021-2 Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 7.50% | ||||||||||||||
Term Loan Facilities | 2021-2 Incremental Term Loan Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Forecast | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 8% | ||||||||||||||
Revolving Credit Facilities | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Remaining borrowing capacity | 111,500,000 | 200,000,000 | |||||||||||||
Amount outstanding | $ 0 | $ 0 | |||||||||||||
Commitment fee percentage | 0.50% | ||||||||||||||
Revolving Credit Facilities | Class A Revolving Commitments | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 30,000,000 | ||||||||||||||
Borrowing capacity reduction percentage | 50% | ||||||||||||||
Borrowing capacity additional reduction percentage | 50% | ||||||||||||||
Revolving Credit Facilities | Class A Revolving Commitments | Alternate Base Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 5.50% | ||||||||||||||
Revolving Credit Facilities | Class A Revolving Commitments | Secured Overnight Financing Rate (SOFR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 6.50% | ||||||||||||||
Revolving Credit Facilities | Class B Revolving Commitments | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Aggregate principal amount | $ 170,000,000 | ||||||||||||||
Revolving Credit Facilities | Class B Revolving Commitments | Alternate Base Rate | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 3% | ||||||||||||||
Revolving Credit Facilities | Class B Revolving Commitments | Secured Overnight Financing Rate (SOFR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rate spread | 4% | ||||||||||||||
Revolving Credit Facilities | New Class A Revolving Commitments | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Remaining borrowing capacity | $ 88,500,000 | ||||||||||||||
Revolving Credit Facilities | New Class B Revolving Commitments | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Remaining borrowing capacity | $ 23,000,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2020 vote $ / shares shares | Mar. 31, 2024 $ / shares shares | Mar. 31, 2023 | Dec. 31, 2023 $ / shares shares | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | shares | 20,000,000 | 20,000,000 | 20,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ratio between the number of shares of Class A common stock issued and the number of LLC Interests owned | 1 | |||
GHH, LLC | ||||
Class of Stock [Line Items] | ||||
Weighted-average ownership percentage by non-controlling interest holders | 56.80% | 59.30% | ||
Continuing Equity Owners and permitted transferees | ||||
Class of Stock [Line Items] | ||||
Ratio between the number of shares of Class B common stock owned and the number of LLC Interests owned | 1 | |||
GHH, LLC | ||||
Class of Stock [Line Items] | ||||
LLC Interests to newly issued Class A common stock, conversion ratio | 1 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | shares | 1,100,000,000 | 1,100,000,000 | 1,100,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of votes per common share held | vote | 1 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | shares | 690,000,000 | 615,987,000 | 616,018,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of votes per common share held | vote | 1 |
Stockholders' Equity - Redeemab
Stockholders' Equity - Redeemable Convertible Preferred Stock (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||||
Sep. 23, 2022 USD ($) day $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 $ / shares shares | Jul. 31, 2020 $ / shares shares | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized (in shares) | shares | 20,000 | 20,000 | 20,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Payment of preferred stock dividends | $ | $ 0 | $ (892) | |||
Dividends accumulated on Series A redeemable convertible preferred stock | $ | 892 | 892 | |||
Debt instrument, convertible, threshold trading days | day | 20 | ||||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | ||||
Ratio of consolidated total net debt to consolidated EBITDA that triggers a preferred stock separate class vote | 4 | ||||
Preferred stock, convertible but not converted, calculation of purchase price, percent of purchaser's original investment amount | 160% | ||||
Additional Paid-In Capital | |||||
Class of Stock [Line Items] | |||||
Dividends accumulated on Series A redeemable convertible preferred stock | $ | $ 892 | $ 900 | |||
Maximum | |||||
Class of Stock [Line Items] | |||||
Common stock, voting rights, percentage | 0.0999 | ||||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Convertible preferred stock, shares issued (in shares) | shares | 50 | ||||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | ||||
Proceeds from sale of Series A redeemable convertible preferred stock | $ | $ 50,000 | ||||
Convertible preferred stock, issued, price per share (in dollars per share) | $ 1,000 | ||||
Liquidation proceeds per unit (in dollars per share) | $ 1,000 | ||||
Convertible preferred stock, dividend rate, annual accrual percentage | 0.07 | ||||
Convertible preferred stock, initial conversion price (in dollars per share) | $ 9.60 | ||||
Temporary equity, convertible, conversion ratio of cash dividends | 1,000 | ||||
Temporary equity, convertible, conversion ratio of non-cash dividends | 1,000 | ||||
Impairment of goodwill | $ | $ 1,600 | ||||
Series A Preferred Stock | Minimum | |||||
Class of Stock [Line Items] | |||||
Volume weighted average price per share, percentage of temporary equity conversion price | 150% | ||||
Series A Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Convertible preferred stock, shares issued (in shares) | shares | 50 | 50 | |||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Convertible preferred stock, shares authorized (in shares) | shares | 50 | 50 | 50 | ||
Series A-1 Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized (in shares) | shares | 200 | 200 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Convertible preferred stock, shares authorized (in shares) | shares | 200 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Convertible preferred stock, conversion ratio | 1,000 |
Share-Based Compensation Plan_2
Share-Based Compensation Plans - Summary of Share-Based Compensation Expenses by Operating Function (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 1,783 | $ 6,584 |
Marketing and advertising | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 76 | 66 |
Consumer care and enrollment | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 324 | 604 |
Technology | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 239 | 767 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 1,144 | $ 5,147 |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income (loss) | $ (21,346) | $ (22,543) |
Less: Net loss attributable to non-controlling interests | (12,130) | (13,364) |
Net income (loss) attributable to GoHealth, Inc. | (9,216) | (9,179) |
Less: Dividends accumulated on redeemable convertible preferred stock | 892 | 892 |
Net loss attributable to common stockholders, basic | (10,108) | (10,071) |
Net loss attributable to common stockholders, diluted | $ (10,108) | $ (10,071) |
Denominator: | ||
Weighted-average shares of Class A common stock outstanding — basic (in shares) | 9,715 | 8,965 |
Weighted-average shares of Class A common stock outstanding — diluted (in shares) | 9,715 | 8,965 |
Net loss per share of Class A common stock — basic (in dollars per share) | $ (1.04) | $ (1.12) |
Net loss per share of Class A common stock — diluted (in dollars per share) | $ (1.04) | $ (1.12) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class A common stock issuable pursuant to equity awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average potentially dilutive shares excluded from calculation of diluted loss per share because effect would be antidilutive (in shares) | 1,671 | 2,145 |
Series A-1 Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average potentially dilutive shares excluded from calculation of diluted loss per share because effect would be antidilutive (in shares) | 3,989 | 3,873 |
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) | 12,783 | 13,053 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jul. 17, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 0.33% | 0.19% | ||
Tax Receivable Agreement, payment, percent of amount of tax benefits realized or deemed to realize | 85% | |||
Tax Receivable Agreement, liability | $ 0.8 | $ 0.8 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Negative revenue adjustments relating to performance obligations satisfied in prior periods | $ 0 | $ 0 | |
Accrued payments for revenue share | 12,700,000 | $ 14,800,000 | |
Revenue recognized that was previously deferred | $ 34,900,000 | $ 40,500,000 | |
Three customers | Accounts receivable and unbilled receivables | Customer concentration risk | |||
Disaggregation of Revenue [Line Items] | |||
Revenue percent | 93.30% | 88.30% | |
Accounts receivable and unbilled receivables | $ 16,800,000 | $ 32,100,000 | |
Prepaid expenses and other current assets | |||
Disaggregation of Revenue [Line Items] | |||
Unbilled receivables for performance-based enrollment fees | $ 8,800,000 | $ 36,000,000 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 185,600 | $ 183,158 |
Commission Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 81,162 | 98,265 |
Medicare Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 185,026 | 169,627 |
Medicare Revenue | Agency Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 99,124 | 124,655 |
Medicare Revenue | Commission Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 79,733 | 97,531 |
Medicare Revenue | Partner Marketing and Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 19,391 | 27,124 |
Medicare Revenue | Non-Agency Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 85,902 | 44,972 |
Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 574 | 13,531 |
Other Revenue | Non-Encompass BPO Services Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 0 | 6,794 |
Other Revenue | Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 574 | $ 6,737 |
Revenue - Summary of Commission
Revenue - Summary of Commissions Receivable Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Contract with Customer, Asset [Roll Forward] | |||
Commission revenue | $ 185,600 | $ 183,158 | |
Less: Commissions receivable - current | 269,799 | $ 336,215 | |
Commissions receivable - non-current | 573,328 | $ 575,482 | |
Commission Revenue | |||
Contract with Customer, Asset [Roll Forward] | |||
Beginning balance | 911,697 | 1,031,433 | |
Commission revenue | 81,162 | 98,265 | |
Cash receipts | (149,777) | (192,910) | |
Allowance for credit loss | 45 | 16 | |
Ending balance | 843,127 | 936,804 | |
Less: Commissions receivable - current | 269,799 | 292,943 | |
Commissions receivable - non-current | $ 573,328 | $ 643,861 |
Revenue - Significant Customers
Revenue - Significant Customers (Details) - Revenue - Customer concentration risk | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Aetna | ||
Concentration Risk [Line Items] | ||
Revenue percent | 29.90% | 6.10% |
Elevance Health | ||
Concentration Risk [Line Items] | ||
Revenue percent | 22.70% | 17.90% |
Humana | ||
Concentration Risk [Line Items] | ||
Revenue percent | 17.50% | 37.80% |
United | ||
Concentration Risk [Line Items] | ||
Revenue percent | 16% | 20.40% |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,946 | $ 2,092 |
Short-term lease cost | 21 | 19 |
Variable lease cost | 162 | 123 |
Sublease income | (507) | (388) |
Total net lease expense | $ 1,622 | $ 1,846 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
Leases [Abstract] | |||
Operating lease impairment charges | $ 0 | $ 2.7 | $ 0 |
Leases - Minimum Future Payment
Leases - Minimum Future Payments for Finance and Operating Leases (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Operating Leases | |
Remainder of 2024 | $ 6,904 |
2025 | 8,846 |
2026 | 7,762 |
2027 | 8,008 |
2028 | 7,033 |
Thereafter | 20,445 |
Total lease payments | 58,998 |
Less: Imputed interest | (15,491) |
Present value of lease liabilities | $ 43,507 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 2,763 | $ 3,343 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate (Details) | Mar. 31, 2024 | Mar. 31, 2023 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 7 years | 7 years 7 months 6 days |
Weighted average discount rate | 9% | 8.10% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | ||
Mar. 13, 2024 USD ($) | Sep. 30, 2020 claim | Mar. 31, 2024 USD ($) | |
Loss Contingencies [Line Items] | |||
Loss contingency accrual | $ 12 | ||
Payments for Securities Class Action settlement | $ 10.5 | ||
Pending litigation | |||
Loss Contingencies [Line Items] | |||
Number of securities class action complaints filed | claim | 3 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Lease payments | $ 1,500,000 | $ 1,500,000 |
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 | |
Amounts paid to related parties | $ 0 | $ 0 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) | 3 Months Ended | ||
Aug. 09, 2022 position | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Restructuring and Related Activities [Abstract] | |||
Number of positions eliminated | position | 828 | ||
Percentage of workforce eliminated | 23.70% | ||
Restructuring and other related charges | $ | $ 0 | $ 0 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Changes in Restructuring and Related Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 645 | $ 2,083 |
Charges incurred | 0 | 0 |
Cash paid | (281) | (379) |
Ending balance | $ 364 | $ 1,704 |