FALSE000180822000018082202023-11-092023-11-09


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 9, 2023
_________________________
GoHealth, Inc.
(Exact name of registrant as specified in its charter)
_________________________
Delaware001-3939085-0563805
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
222 W Merchandise Mart PlazaSuite 175060654
Chicago,Illinois
(Address of principal executive offices)(Zip Code)
(312) 386-8200
(Registrant’s telephone number, including area code)
214 W Huron St.
Chicago, IL 60654
(Former name or former address, if changed since last report)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange
on which registered
Class A Common Stock,
$0.0001 par value per share		GOCOThe Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02.    Results of Operations and Financial Condition.
On November 9, 2023, GoHealth, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits

Exhibit NumberExhibit Description
99.1
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GoHealth, Inc.
(Registrant)
Date:November 9, 2023By:/s/ Jason Schulz
Jason Schulz
Chief Financial Officer
(Principal Financial and Accounting Officer)

Exhibit 99.1
GoHealth Reports Third Quarter 2023 Results
goco_logo1.jpg
CHICAGO, November 9, 2023 — GoHealth, Inc. (NASDAQ: GOCO) (“GoHealth” or the “Company”), a leading health insurance marketplace and Medicare-focused digital health company, today announced financial results for the three and nine months ended September 30, 2023.

•Third quarter 2023 net revenues of $132.0 million, compared to $133.1 million in the prior year period; YTD 2023 net revenues of $458.0 million, a decrease of $104.3 million compared to $562.3 million in the prior year period.
•Third quarter 2023 Submissions of 161,550, a 31% improvement compared to 122,964 Submissions in the prior year period.
•Third quarter 2023 net loss of $56.2 million, an improvement of $18.5 million compared to $74.7 million in the prior year period; YTD 2023 net loss of $149.0 million, an improvement of $76.7 million compared to $225.6 million in the prior year period.
•Third quarter 2023 Adjusted EBITDA1 of negative $11.5 million, an improvement of $2.9 million compared to negative $14.3 million in the prior year period; YTD 2023 Adjusted EBITDA1 of $18.1 million, an improvement of $53.1 million compared to negative $35.0 million in the prior year period.
•Third quarter 2023 trailing twelve months negative cash flow from operations was $3.2 million, an improvement of $121.5 million compared to negative cash flow from operations of $124.7 million in the prior year period. Cash flow from operations was lower than expected because approximately $72.0 million of payments from health plan partners, expected in the third quarter, were received shortly after quarter end.
•Third quarter 2023 performance reflects investments made in advance of the 2023 Annual Enrollment Period, which began on October 15. These investments include the testing of marketing strategies, the introduction of technological enhancements and the ongoing development of agents.

"At GoHealth, our relentless commitment to enhancing the consumer experience has been a driving force behind our transition to Encompass, our new enrollment and engagement solution, which should position us for success during the 2023 Annual Enrollment Period," emphasized Vijay Kotte, CEO of GoHealth. "Encompass offers a standardized workflow, ensuring a consistent consumer experience that not only elevates quality but also bolsters cost efficiency. Our quarterly results showcase year-over-year growth, while we believe our full-year guidance points towards a substantial improvement in cash flow from operations and a rapid increase towards profitability."

"As we embark on the next phase of our growth journey, I take great pride in sharing that GoHealth has consistently made strides, harnessing the potential of our advanced technology tools. These advancements have not only yielded early efficiency gains but have also paved the way for access to new segments of the Medicare marketplace via our unparalleled personalized consumer experience," continued Kotte.

"As we report our latest financial results, I am pleased to confirm our guidance as a testament to our strong performance and confidence in our future. Our expectations for full year 2023 total net revenue and Adjusted EBITDA, both excluding Non-Encompass BPO Services, reflect our dedication to sustained growth and the delivery of value to our shareholders. Our focus on the shift to our Encompass model and operational excellence fuels our enthusiasm for the quarters ahead, and we eagerly anticipate building on this momentum," stated Jason Schulz, CFO of GoHealth.

1

Conference Call Details

The Company will host a conference call today, Thursday, November 9, 2023 at 8:00 a.m. (ET) to discuss its financial results. A live audio webcast of the conference call will be available via GoHealth's Investor Relations website, https://investors.gohealth.com/. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call.
About GoHealth, Inc.
As a leading health insurance marketplace and Medicare-focused digital health company, GoHealth's mission is to improve access to healthcare in America. Enrolling in a health insurance plan can be confusing for consumers, and the seemingly small differences between plans can lead to significant out-of-pocket costs or lack of access to critical medicines and even providers. GoHealth combines cutting-edge technology, data science and deep industry expertise to match customers with the healthcare policy and health plan partner that is right for them. GoHealth has enrolled millions of people in Medicare plans and individual and family plans. For more information, visit https://www.gohealth.com.
Investor Relations:
John Shave
JShave@gohealth.com
Media Relations:
Pressinquiries@gohealth.com
(1)Adjusted EBITDA is a non-GAAP measure. For a definition of Adjusted EBITDA and a reconciliation to the most comparable GAAP measure, please see below.
(2)Non-Encompass BPO Services are those services in which we dedicate certain agents to specific health plan partners and agencies, outside of the Encompass Solution.
(3)Net revenue excluding Non-Encompass BPO Services revenue and Adjusted EBITDA excluding Non-Encompass BPO Services gross margin are non-GAAP measures. For definitions and further explanation, please see below.

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Forward-Looking Statements

This press release contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (“the Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“the Exchange Act”). All statements other than statements of historical facts contained in this press release may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding our expected growth, level of cash flow, technological capabilities and operational efficiency are forward-looking statements.

In some cases, you can identify forward-looking statements by terms, such as “may,” “will,” “should,” “aim,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “likely,” “future,” or “continue” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

These forward-looking statements speak only as of the date of this press release and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the following: the marketing and sale of Medicare plans are subject to numerous, complex and frequently changing laws, regulations and guidelines; our operating results have been, and may continue to be, adversely impacted by factors that impact our estimate of LTV (as defined below); our gradual expansion of the Encompass Solution may not be as successful as we expect; our business may be harmed if we lose our relationships with health plan partners or if our relationships with health plan partners change; health plan partners may reduce the commissions paid to us and change their underwriting practices in ways that reduce the number of, or impact the renewal or approval rates of, insurance policies sold through our platform; our management identified a material weakness in our internal controls over financial reporting, and we may be unable to develop, implement and maintain appropriate controls in future periods, which may lead to errors or omissions in our financial statements; we currently depend on a small group of health plan partners for a substantial portion of our revenue and losing our relationships with any of these health plan partners may disproportionately impact our financial position and performance; changes and developments in the health insurance system and laws and regulations governing the health insurance markets in the United States could materially adversely affect our business, operating results, financial condition and qualified prospects; we rely on certain services from the Centers for Medicare & Medicaid Services, and a federal government shutdown that impedes our ability to use these services may materially impact our business; information technology system failures could interrupt our operations; volatility in general economic conditions, including inflation, interest rates, and other commodity prices and exchange rates may impact our financial position and performance; we may lose key employees or fail to attract qualified employees; our failure to grow our customer base or retain our existing customers; we may not realize the benefits we expect from our strategic cash flow optimization and other cash management initiatives; our ability to sell Medicare-related health insurance plans is largely dependent on our licensed health insurance agents; operating and growing our business may require additional capital; and the Founders and Centerbridge have significant influence over us, including control over decisions that require the approval of stockholders.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this press release, as well as the cautionary statements and other risk factors set forth in our 2022 Annual Report on Form 10-K, our Quarterly Report on Form 10-Q for the first fiscal quarter ended March 31, 2023, our Quarterly Report on Form 10-Q for the second fiscal quarter ended June 30, 2023, our forthcoming Quarterly Report on Form 10-Q for the third quarter ended September 30, 2023, and our other filings with the Securities and Exchange Commission. If one or more events related to these or other risks or uncertainties materialize, or our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Use of Non-GAAP Financial Measures and Key Performance Indicators
In this press release, we use supplemental measures of our performance that are derived from our consolidated financial information, but which are not presented in our Consolidated Financial Statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). These non-GAAP financial measures include net income (loss) before interest expense, income tax (benefit) expense and depreciation and amortization expense, or EBITDA; Adjusted EBITDA; Adjusted EBITDA margin; Sales per Submission; Cost per Submission and Adjusted Gross Margin per Submission. Adjusted EBITDA is the primary financial performance measure used by management to evaluate the business and monitor its results of operations. Sales per Submission, Cost per Submission and Adjusted Gross Margin per Submission are key operating metrics used by management to understand the Company’s underlying financial performance and trends.

3

Additional non-GAAP financial measures, including net revenue excluding the Lookback Adjustments, Adjusted EBITDA excluding the Lookback Adjustments, net revenue excluding both the Non-Encompass BPO Services revenue and the Lookback Adjustments and Adjusted EBITDA excluding both the Non-Encompass BPO Services gross margin and the Lookback Adjustments, are also discussed in this press release. The Lookback Adjustments are revenue adjustments that represent changes in estimates relating to performance obligations satisfied in prior periods and relate to the fiscal years 2021 and prior.

Adjusted EBITDA represents, as applicable for the period, EBITDA as further adjusted for certain items summarized below in this press release. Adjusted EBITDA margin represents Adjusted EBITDA divided by net revenues. Sales per Submission represents Medicare Revenue per Submission as further adjusted for certain items summarized below in this press release. Cost per Submission represents Operating Expense per Submission as further adjusted for certain items summarized below in this press release. Adjusted Gross Margin represents Sales per Submission less Cost per Submission.

We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. Adjusted EBITDA is used as a basis for certain compensation programs sponsored by the Company. There are limitations to the use of the non-GAAP financial measures presented in this press release. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for the most directly comparable measures prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of each of EBITDA, Adjusted EBITDA, net revenue excluding the Lookback Adjustments, Adjusted EBITDA excluding the Lookback Adjustments, net revenue excluding both the Non-Encompass BPO Services revenue and the Lookback Adjustments, Adjusted EBITDA excluding both the Non-Encompass BPO Services gross margin and the Lookback Adjustments, Sales per Submission, Cost per Submission and Adjusted Gross Margin per Submission to its most directly comparable GAAP financial measure, are presented in the tables below in this press release. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and include other expenses, costs and non-recurring items.

The Company is unable to provide a full reconciliation of guidance for Adjusted EBITDA without unreasonable effort because it is not possible to predict certain adjustment items with a reasonable degree of certainty since they are not yet known or quantifiable, and do not relate to the Company’s routine activities. This information is dependent upon future events, which may be outside of the Company’s control and could have a significant impact on its GAAP financial results for fiscal 2023.
Glossary
•“Adjusted EBITDA” represents, as applicable for the period, EBITDA as further adjusted for certain items summarized below in this press release.

•“Adjusted EBITDA Margin” refers to Adjusted EBITDA divided by net revenues.

•“Adjusted Gross Margin per Submission” refers to Sales per Submission less Cost per Submission.

•“Cost of Submission” refers to the aggregate cost to convert prospects into Submissions during a particular period. Cost of Submission is comprised of revenue share, marketing and advertising expenses, and customer care and enrollment expenses, excluding share-based compensation expense, the impact of revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods and such expenses related to Non-Encompass BPO Services.

•“Cost per Submission” refers to (x) the aggregate cost to convert prospects into Submissions for a particular period (comprised of revenue share, marketing and advertising expenses, and customer care and enrollment expenses, excluding share-based compensation expense and such expenses related to Non-Encompass BPO Services) divided by (y) either (i) a completed application with our licensed agent that is submitted to the insurance health plan partner and subsequently approved by the health plan partner during the indicated period, excluding applications through our Non-Encompass BPO Services or (ii) a transfer by our agent to the health plan partner through the Encompass marketplace during the indicated period.

•“EBITDA” represents net income (loss) before interest expense, income tax expense (benefit) and depreciation and amortization expense.

•“Gross margin” refers to net revenue divided by revenue share, marketing and advertising expenses and customer care and enrollment expenses.

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•“LTV” refers to the Lifetime Value of Commissions, which we define as aggregate commissions estimated to be collected over the estimated life of all commissionable Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, health plan partner mix and expected policy persistency with applied constraints.

•“Non-Encompass BPO Services” refer to programs in which GoHealth-employed agents are dedicated to certain health plan partners and agencies we partner with outside of the Encompass model.

•“Sales per Submission” refers to (x) the sum of (i) aggregate commissions estimated to be collected over the estimated life of all commissionable Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, health plan partner mix and expected policy persistency with applied constraints, excluding revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods, (ii) Encompass revenue, and (iii) partner marketing and enrollment services, divided by (y) the number of Submissions for such period.

•“Sales/Cost of Submission” refers to (x) the sum of (i) aggregate commissions estimated to be collected over the estimated life of all commissionable Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, health plan partner mix and expected policy persistency with applied constraints, excluding revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods, (ii) Encompass revenue, and (iii) partner marketing and enrollment services, divided by (y) the aggregate cost to convert prospects into Submissions (comprised of revenue share, marketing and advertising expenses, and customer care and enrollment expenses, excluding share-based compensation expense) for such period. Sales and Cost of Submission exclude amounts related to Non-Encompass BPO Services.

•“Submission” refers to either (i) a completed application with our licensed agent that is submitted to the health plan partner and subsequently approved by the health plan partner during the indicated period, excluding applications through our Non-Encompass BPO Services or (ii) a transfer by our agent to the health plan partner through the Encompass marketplace during the indicated period.
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The following tables set forth the components of our results of operations for the periods indicated (unaudited):


Three months ended Sep. 30, 2023Three months ended Sep. 30, 2022
(in thousands, except percentages and per share amounts)Dollars% of Net RevenuesDollars% of Net Revenues$ Change% Change
Net revenues$132,037 100.0 %$133,052 100.0 %$(1,015)(0.8)%
Operating expenses:
Revenue share35,992 27.3 %48,044 36.1 %(12,052)(25.1)%
Marketing and advertising39,416 29.9 %22,661 17.0 %16,755 73.9 %
Customer care and enrollment46,472 35.2 %51,153 38.4 %(4,681)(9.2)%
Technology11,652 8.8 %11,061 8.3 %591 5.3 %
General and administrative12,967 9.8 %25,611 19.2 %(12,644)(49.4)%
Amortization of intangible assets23,514 17.8 %23,514 17.7 %— — %
Operating lease impairment charges— — %350 0.3 %(350)(100.0)%
Restructuring and other related charges— — %9,797 7.4 %(9,797)NM
Total operating expenses170,013 128.8 %192,191 144.4 %(22,178)(11.5)%
Income (loss) from operations(37,976)(28.8)%(59,139)(44.4)%21,163 (35.8)%
Interest expense17,565 13.3 %15,630 11.7 %1,935 12.4 %
Other (income) expense, net771 0.6 %(115)(0.1)%886 (770.4)%
Income (loss) before income taxes(56,312)(42.6)%(74,654)(56.1)%18,342 (24.6)%
Income tax (benefit) expense(108)(0.1)%— — %(108)NM
Net income (loss)$(56,204)(42.6)%$(74,654)(56.1)%$18,450 (24.7)%
Net income (loss) attributable to non-controlling interests(32,294)(24.5)%(44,649)(33.6)%12,355 (27.7)%
Net income (loss) attributable to GoHealth, Inc.$(23,910)(18.1)%$(30,005)(22.6)%$6,095 (20.3)%
Net income (loss) per share:
Net income (loss) per share of Class A common stock — basic and diluted$(2.61)$(3.41)
Weighted-average shares of Class A common stock outstanding — basic and diluted9,489 8,825 
Non-GAAP financial measures:
EBITDA$(12,482)$(30,959)
Adjusted EBITDA$(11,475)$(14,327)
Adjusted EBITDA margin(8.7)%(10.8)%
_________________________
NM = Not meaningful


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Nine months ended Sep. 30, 2023Nine months ended Sep. 30, 2022
(in thousands, except percentages and per share amounts)Dollars% of Net RevenuesDollars% of Net Revenues$ Change% Change
Net revenues$457,974 100.0 %$562,299 100.0 %$(104,325)(18.6)%
Operating expenses:
Revenue share117,876 25.7 %167,041 29.7 %(49,165)(29.4)%
Marketing and advertising124,428 27.2 %151,408 26.9 %(26,980)(17.8)%
Customer care and enrollment134,035 29.3 %196,150 34.9 %(62,115)(31.7)%
Technology31,706 6.9 %34,569 6.1 %(2,863)(8.3)%
General and administrative73,440 16.0 %90,859 16.2 %(17,419)(19.2)%
Amortization of intangible assets70,543 15.4 %70,543 12.5 %— — %
Operating lease impairment charges2,687 0.6 %25,345 4.5 %(22,658)(89.4)%
Restructuring and other related charges— — %11,872 2.1 %(11,872)NM
Total operating expenses554,715 121.1 %747,787 133.0 %(193,072)(25.8)%
Income (loss) from operations(96,741)(21.1)%(185,488)(33.0)%88,747 (47.8)%
Interest expense51,721 11.3 %39,752 7.1 %11,969 30.1 %
Other (income) expense, net739 0.2 %(65)— %804 NM
Income (loss) before income taxes(149,201)(32.6)%(225,175)(40.0)%75,974 (33.7)%
Income tax (benefit) expense(225)— %472 0.1 %(697)(147.7)%
Net income (loss)$(148,976)(32.5)%$(225,647)(40.1)%$76,671 (34.0)%
Net income (loss) attributable to non-controlling interests(86,945)(19.0)%(138,340)(24.6)%51,395 (37.2)%
Net income (loss) attributable to GoHealth, Inc.$(62,031)(13.5)%$(87,307)(15.5)%$25,276 (29.0)%
Net income (loss) per share:
Net income (loss) per share of Class A common stock — basic and diluted$(7.04)$(10.54)
Weighted-average shares of Class A common stock outstanding — basic and diluted9,194 8,293 
Non-GAAP financial measures:
EBITDA$(18,580)$(104,999)
Adjusted EBITDA$18,091 $(34,995)
Adjusted EBITDA margin4.0 %(6.2)%
_________________________
NM = Not meaningful

The following tables set forth the reconciliations of GAAP net income (loss) to EBITDA and Adjusted EBITDA for the periods indicated (unaudited):
Three months ended Sep. 30,Nine months ended Sep. 30,
(in thousands)2023202220232022
Net revenues$132,037 $133,052 $457,974 $562,299 
Net income (loss)(56,204)(74,654)(148,976)(225,647)
Interest expense17,565 15,630 51,721 39,752 
Income tax expense (benefit)(108)— (225)472 
Depreciation and amortization expense26,265 28,065 78,900 80,424 
EBITDA(12,482)(30,959)(18,580)(104,999)
Share-based compensation expense (benefit)1
(545)6,456 16,159 25,868 
Professional services2
1,213 29 1,213 3,979 
Legal fees3
339 — 14,692 — 
Operating lease impairment charges4
— 350 2,687 25,345 
Severance costs5
— — 1,920 2,940 
Restructuring and other related charges 6
— 9,797 — 11,872 
Adjusted EBITDA$(11,475)$(14,327)$18,091 $(34,995)
Adjusted EBITDA margin(8.7)%(10.8)%4.0 %(6.2)%
_________________________
(1)Represents non-cash share-based compensation expense (benefit) relating to equity awards, as well as share-based compensation expense (benefit) relating to liability classified awards that will be settled in cash.
(2)Represents costs primarily associated with non-recurring consulting fees and other professional services.
(3)Represents non-routine legal fees and accruals unrelated to our core operations.
(4)Represents operating lease impairment charges, reducing the carrying value of the associated ROU assets and leasehold improvements to the estimated fair values.
(5)Represents costs associated with the termination of executive employment and associated fees unrelated to restructuring activities.
(6)Represents employee termination benefits and other associated costs related to restructuring activities.
The following table summarizes net revenues and Adjusted EBITDA excluding the Lookback Adjustments and Non-Encompass BPO Services for the periods indicated (unaudited):

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Three months ended Sep. 30,Nine months ended Sep. 30,
(in thousands)2023202220232022
Net revenues$132,037$133,052$457,974$562,299
Lookback Adjustments reported during the indicated periods1
—2,788—8,269
Net revenue excluding Lookback Adjustments132,037135,840457,974570,568
Exit of Non-Encompass BPO Services—(17,554)(9,322)(75,610)
Net revenues excluding Lookback Adjustments and Non-Encompass BPO Services132,037118,286448,652494,958
Adjusted EBITDA$(11,475)$(14,327)$18,091$(34,995)
Lookback Adjustments reported during the indicated periods1
—1,938—5,899
Adjusted EBITDA excluding Lookback Adjustments(11,475)(12,389)18,091(29,096)
Exit of Non-Encompass BPO Services(851)(2,511)(2,518)(13,319)
Adjusted EBITDA excluding Lookback Adjustments and Non-Encompass BPO Services$(12,326)$(14,900)$15,573$(42,415)
 Adjusted EBITDA margin excluding Lookback Adjustments and Non-Encompass BPO Services(9.3)%(12.6)%3.5%(8.6)%
_________________________
(1)Excludes the impact of Lookback Adjustments on Non-Encompass BPO Services.

The table below depicts the disaggregation of revenue and is consistent with how the Company evaluates its financial performance (unaudited):

Three months ended Sep. 30,Nine months ended Sep. 30,
(in thousands)2023202220232022
Medicare Revenue
Agency Revenue
Commission Revenue1
$76,579 $82,308 $261,513 $383,028 
Partner Marketing and Other Revenue21,300 19,725 71,619 75,131 
Total Agency Revenue97,879 102,033 333,132 458,159 
Non-Agency Revenue33,510 12,851 106,586 22,151 
Total Medicare Revenue131,389 114,884 439,718 480,310 
Other Revenue
Non-Encompass BPO Services Revenue— 17,554 9,322 75,610 
Other Revenue648 614 8,934 6,379 
Total Other Revenue648 18,168 18,256 81,989 
Total Net Revenue$132,037 $133,052 $457,974 $562,299 
(1)Commissions revenue excludes commissions generated through the Company’s Non-Encompass BPO Services as well as from the sale of individual and family plan insurance products.

The following table summarizes share-based compensation expense (benefit) by operating function for the periods indicated (unaudited):
Three months ended Sep. 30,Nine months ended Sep. 30,
(in thousands)2023202220232022
Marketing and advertising$149 $556 $378 $1,212 
Customer care and enrollment519 738 1,847 1,993 
Technology676 884 2,365 2,493 
General and administrative(1,889)4,277 11,569 20,170 
Total share-based compensation expense (benefit)
$(545)$6,456 $16,159 $25,868 

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The following table sets forth our balance sheets for the periods indicated (unaudited):
(in thousands, except per share amounts)Sep. 30, 2023Dec. 31, 2022
Assets
Current assets:
Cash and cash equivalents$26,387 $16,464 
Accounts receivable, net of allowance for doubtful accounts of $139 in 2023 and $89 in 202212,412 4,703 
Commissions receivable - current285,922 335,796 
Prepaid expense and other current assets21,599 57,593 
Total current assets346,320 414,556 
Commissions receivable - non-current609,831 695,637 
Operating lease ROU asset22,932 21,483 
Other long-term assets2,907 1,721 
Property, equipment, and capitalized software, net25,350 25,282 
Intangible assets, net430,069 500,611 
Total assets$1,437,409 $1,659,290 
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable$6,213 $15,148 
Accrued liabilities46,657 53,334 
Commissions payable - current103,640 122,023 
Short-term operating lease liability5,785 8,974 
Deferred revenue42,819 50,594 
Current portion of long-term debt— 5,270 
Other current liabilities12,661 10,112 
Total current liabilities217,775 265,455 
Non-current liabilities:
Commissions payable - non-current221,051 253,118 
Long-term operating lease liability40,819 38,367 
Long-term debt, net of current portion496,965 504,810 
Other non-current liabilities6,884 5,839 
Total non-current liabilities765,719 802,134 
Commitments and Contingencies
Series A redeemable convertible preferred stock — $0.0001 par value; 50 shares authorized; 50 shares issued and outstanding at both September 30, 2023 and December 31, 2022. Liquidation preference of $50.9 million at September 30, 2023 and December 31, 2022.49,302 49,302 
Stockholders’ equity:
Class A common stock – $0.0001 par value; 1,100,000 shares authorized; 9,707 and 8,963 shares issued; 9,550 and 8,950 shares outstanding at September 30, 2023 and December 31, 2022, respectively.1 1 
Class B common stock – $0.0001 par value; 616,021 and 616,259 shares authorized; 12,817 and 13,054 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.1 1 
Preferred stock – $0.0001 par value; 20,000 shares authorized (including 50 shares of Series A redeemable convertible preferred stock authorized and 200 shares of Series A-1 convertible preferred stock authorized); 50 shares issued and outstanding at both September 30, 2023 and December 31, 2022.— — 
Series A-1 convertible preferred stock— $0.0001 par value; 200 shares authorized; no shares issued and outstanding at both September 30, 2023 and December 31, 2022.— — 
Treasury stock – at cost; 157 and 13 shares of Class A common stock at September 30, 2023 and December 31, 2022, respectively.(2,423)(345)
Additional paid-in capital649,470 626,269 
Accumulated other comprehensive income (loss)(64)(144)
Accumulated deficit(419,054)(357,023)
Total stockholders’ equity attributable to GoHealth, Inc.227,931 268,759 
Non-controlling interests176,682 273,640 
Total stockholders’ equity404,613 542,399 
Total liabilities, redeemable convertible preferred stock and stockholders’ equity$1,437,409 $1,659,290 

9

The following table sets forth the net cash provided by (used in) operating activities for the periods presented (unaudited):

Net cash provided by (used in) operating activitiesNine months ended Sep. 30,Trailing Twelve Months ended Sep. 30,
2023202220232022
$37,840 $101,903 $(3,159)$(124,684)

In addition to traditional financial metrics, we rely upon certain business and operating metrics to evaluate our business performance and facilitate our operations. Below are the most relevant business and operating metrics, besides EBITDA and Adjusted EBITDA, for our single operating and reportable segment.
The following tables set forth the reconciliations of Medicare Revenue per Submission, Operating Expense per Submission, and Gross Margin per Submission to Sales per Submission, Cost Per Submission, and Adjusted Gross Margin per Submission for the periods indicated (unaudited):
Three months ended Sep. 30,Nine months ended Sep. 30,
2023202220232022
Sales per Submission
Medicare Revenue per Submission$813$934$817$892
Lookback Adjustments reported during the indicated periods1
—23—15
Sales per Submission$813$957$817$907
Cost per Submission
Operating Expense per Submission$1,052$1,563$1,031$1,389
Indirect operating expenses2
(298)(572)(332)(434)
Lookback Adjustments reported during the indicated periods1
—7—4
Exit of Non-Encompass BPO Services(5)(122)(16)(115)
Share-based compensation expense3
(4)(10)(4)(6)
Cost per Submission$745$866$679$838
Gross Margin per Submission4
$(239)$(629)$(214)$(497)
Adjusted Gross Margin per Submission5
$68$91$138$69

(1)Excludes the impact of Lookback Adjustments on Non-Encompass BPO Services.
(2)Indirect operating expenses include technology, general and administrative, amortization of intangible assets, operating lease impairment charges and restructuring and other related charges.
(3)Shared-based compensation expense included within marketing and advertising expenses and customer care and enrollment expenses.
(4)Medicare Revenue per Submission less Operating Expense per Submission.
(5)Sales per Submission less Cost per Submission.

The following table presents the number of Submissions for the periods presented (unaudited):
Submissions
Three months ended Sep. 30,
20232022Change% Change
161,550 122,964 38,586 31.4 %
Nine months ended Sep. 30,
20232022Change% Change
538,032 538,523 (491)(0.1)%

The following table presents the Sales per Submission for the period presented (unaudited):
Sales Per SubmissionThree months ended Sep. 30,
20232022$ Change% Change
$813 $957 $(144)(15.0)%
Nine months ended Sep. 30,
20232022$ Change% Change
$817 $907 $(90)(9.9)%


The following are our Sales/Cost of Submission, Cost of Submission (in thousands) and Cost Per Submission for the three and nine months ended September 30, 2023 and 2022 (unaudited):

10

Three months ended Sep. 30,Nine months ended Sep. 30,
2023202220232022
Sales/Cost of Submission1.1 1.1 1.2 1.1 
Cost of Submission$120,362 $106,432 $365,612 $451,535 
Cost per Submission$745 $866 $679 $838 

11
v3.23.3
Cover
Nov. 09, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 09, 2023
Entity Registrant Name GoHealth, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39390
Entity Tax Identification Number 85-0563805
Entity Address, Address Line One 222 W Merchandise Mart Plaza
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock,$0.0001 par value per share
Trading Symbol GOCO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001808220
Amendment Flag false
Entity Address, Address Line Two Suite 1750
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