0001808220-20-000003 | 10-Q | XBRL Viewer

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Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2020	Nov. 06, 2020
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	001-39390
Entity Registrant Name	GoHealth, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-0563805
Entity Address, Address Line One	214 West Huron St.
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	312
Local Phone Number	386-8200
Title of 12(b) Security	Class A Common Stock,$0.0001 par value per share
Trading Symbol	GOCO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001808220
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		84,182,961
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		236,997,109

Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands

1 Months Ended

2 Months Ended

3 Months Ended

8 Months Ended

9 Months Ended

Sep. 30, 2019

Sep. 12, 2019

Sep. 30, 2020

Sep. 12, 2019

Sep. 30, 2020

Financial Designation, Predecessor and Successor [Fixed List]

Predecessor

Net revenues

$ 19,790

$ 87,410

$ 163,360

$ 231,010

$ 431,427

Operating expenses:

Cost of revenue

4,737

25,055

25,827

79,169

104,520

Marketing and advertising

7,140

21,332

62,848

37,769

110,556

Customer care and enrollment

4,625

19,396

52,896

49,149

105,267

Technology

518

31,856

39,520

40,312

49,818

General and administrative

2,286

65,123

156,551

79,219

177,400

Change in fair value of contingent consideration liability

19,700

Amortization of intangible assets

4,703

23,514

70,543

Acquisition related transaction costs

6,245

1,968

2,267

Total operating expenses

30,254

164,730

361,156

287,885

637,804

Loss from operations

(10,464)

(77,320)

(197,796)

(56,875)

(206,377)

Interest expense

1,289

8,636

140

24,378

Other (income) expense

(10)

114

(494)

Loss before income taxes

(11,743)

(77,418)

(206,434)

(57,129)

(230,261)

Income tax (benefit) expense

(37)

(78)

(66)

Net loss

(11,706)

(77,340)

(206,496)

(57,063)

(230,299)

Net loss attributable to noncontrolling interests

(150,076)

Net loss attributable to GoHealth, Inc.

(11,706)

(77,340)

$ (56,420)

(57,063)

$ (80,223)

Net loss per share (Note 9):

Net loss per share of Class A common stock—basic and diluted (in dollars per share)

^[1]

$ (0.65)

Weighted-average shares of Class A common stock outstanding—basic and diluted (in shares)

84,182,961

Commission

Net revenues

13,723

64,542

$ 101,390

175,834

$ 310,506

Enterprise

Net revenues

$ 6,067

$ 22,868

$ 61,970

$ 55,176

$ 120,921

[1]	Net loss per share of Class A common stock—basic and diluted is the same for both the three and nine months ended September 30, 2020 as both periods are based on the post-IPO net loss from July 17, 2020 to September 30, 2020.

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 12, 2019	Sep. 30, 2020	Sep. 12, 2019	Sep. 30, 2020
Statement of Comprehensive Income [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
Net loss	$ (11,706)	$ (77,340)	$ (206,496)	$ (57,063)	$ (230,299)
Other comprehensive income (loss):
Foreign currency translation adjustments	(2)	21	(85)	(32)	13
Comprehensive loss	(11,708)	(77,319)	(206,581)	(57,095)	(230,286)
Comprehensive loss attributable to GoHealth, Inc.	(11,708)	(77,319)	(56,436)	(57,095)	(80,141)
Comprehensive loss attributable to noncontrolling interests	$ 0	$ 0	$ (150,145)	$ 0	$ (150,145)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669625-108580

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599

Reference 6: http://www.xbrl.org/2003/role/exampleRef
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-URI http://asc.fasb.org/extlink&oid=116874947&loc=SL4591551-111686

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
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-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3000-108585

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=116874947&loc=SL4591552-111686

+ Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 294,598	$ 12,276
Accounts receivable, net of allowance for doubtful accounts of $522 in 2020 and $904 in 2019	7,921	24,461
Commissions receivable – current	95,122	101,078
Prepaid expenses and other current assets	19,530	5,954
Total current assets	417,171	143,769
Commissions receivable – non-current	405,697	281,853
Property, equipment, and capitalized software, net	15,463	6,339
Intangible assets, net	712,240	782,783
Goodwill	386,553	386,553
Other long-term assets	1,134	998
Total assets	1,938,258	1,602,295
Current liabilities:
Accounts payable	9,181	13,582
Accrued liabilities	20,775	22,568
Commissions payable – current	52,029	56,003
Deferred revenue	55,406	15,218
Current portion of debt	4,170	3,000
Other current liabilities	3,765	2,694
Total current liabilities	145,326	113,065
Non-current liabilities:
Commissions payable – non-current	129,446	97,489
Long-term debt, net of current portion	396,817	288,233
Contingent consideration	0	242,700
Other non-current liabilities	3,500	664
Total non-current liabilities	529,763	629,086
Commitments and contingencies (Note 11)
Stockholders’/members’ equity:
Members’ interest		860,161
Preferred stock – $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding at September 30, 2020	0
Additional paid-in capital	392,490
Accumulated other comprehensive loss	(85)	(17)
Accumulated deficit	(54,758)
Total stockholders' equity attributable to GoHealth, Inc.	337,679
Total members' equity		860,144
Non-controlling interests	925,490
Total stockholders' equity	1,263,169
Total liabilities and stockholders’/members’ equity	1,938,258	$ 1,602,295
Class A common stock
Stockholders’/members’ equity:
Common stock	8
Class B common stock
Stockholders’/members’ equity:
Common stock	$ 24

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Allowance for doubtful accounts	$ 522	$ 904
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000,000
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	1,100,000,000
Common stock, shares issued (in shares)	84,182,961
Common stock, shares outstanding (in shares)	84,182,961
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	619,003,717
Common stock, shares issued (in shares)	236,997,109
Common stock, shares outstanding (in shares)	236,997,109

Condensed Consolidated Statements of Changes in Stockholders'/Members' Equity - USD ($) $ in Thousands	Total	Class A common stock	Class B common stock	Members’ Equity	Common Stock Class A common stock	Common Stock Class B common stock	Additional Paid-in Capital	Retained Earnings (Deficit)	Accumulated Other Comprehensive (Loss) Income	Non-Controlling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Financial Designation, Predecessor and Successor [Fixed List]	Predecessor
Beginning balance at Dec. 31, 2018				$ 2,435
Beginning balance at Dec. 31, 2018	$ (186,653)							$ (189,102)	$ 14
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Redeemable Class B unit accretion	(138,404)							(138,404)
Conversion of Redeemable Class B Units	384,404			384,404
Foreign currency translation adjustment	(32)								(32)
Net loss	(57,063)							(57,063)
Ending balance at Sep. 12, 2019				386,839
Ending balance at Sep. 12, 2019	$ 2,252							(384,569)	(18)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Financial Designation, Predecessor and Successor [Fixed List]	Predecessor
Beginning balance at Jun. 30, 2019				2,435
Beginning balance at Jun. 30, 2019	$ (296,428)							(298,824)	(39)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Redeemable Class B unit accretion	(8,405)							(8,405)
Conversion of Redeemable Class B Units	384,404			384,404
Foreign currency translation adjustment	21								21
Net loss	(77,340)							(77,340)
Ending balance at Sep. 12, 2019				386,839
Ending balance at Sep. 12, 2019	2,252							(384,569)	(18)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustment	(2)
Net loss	(11,706)
Ending balance at Sep. 30, 2019				832,012
Ending balance at Sep. 30, 2019	832,010								(2)
Beginning balance at Sep. 13, 2019				847,263
Beginning balance at Sep. 13, 2019	847,263
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other	(3,545)			(3,545)
Foreign currency translation adjustment	(2)								(2)
Net loss	(11,706)			(11,706)
Ending balance at Sep. 30, 2019				832,012
Ending balance at Sep. 30, 2019	832,010								(2)
Beginning balance at Dec. 31, 2019	860,144			860,144
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Senior Preferred Earnout units				100,000
Issuance of Common Earnout Units				100,000
Issuance of Common Units				10,000
Net loss prior to the Transactions	(25,465)			(25,465)
Share-based compensation expense prior to the Transactions				1,182
Foreign currency translation adjustment prior to the Transactions				(59)
Effect of the Transactions	1,045,802			(1,045,802)		$ 31	$ (524,977)			$ 1,570,748
Effect of the Transactions (in shares)						307,980,000
Issuance of common stock sold in IPO, net of offering costs (in shares)					43,500,000
Issuance of common stock sold in IPO, net of offering costs	852,407				$ 4		852,403
Effect of the Blocker Merger (in shares)					40,683,000	(45,503,000)
Effect of the Blocker Merger	(96,165)				$ 4	$ (5)				(96,164)
Effect of purchase of LLC Interests (in shares)						(25,480,000)
Effect of purchase of LLC Interests	(508,320)					$ (2)				(508,318)
Settlement of Senior Preferred Earnout Units	(100,000)									(100,000)
Assumption of contingent consideration liability by significant shareholder	62,400						62,400
Share-based compensation expense upon vesting of performance-based profit units	209,300									209,300
Net loss subsequent to the Transactions	(204,834)							(54,758)		(150,076)
Share-based compensation expense subsequent to the Transactions	2,664						2,664
Foreign currency translation adjustment subsequent to the Transactions	(85)								(85)
Foreign currency translation adjustment	13
Net loss	(230,299)
Ending balance at Sep. 30, 2020	1,263,169				$ 8	$ 24	392,490	(54,758)	(85)	925,490
Ending balance (in shares) at Sep. 30, 2020		84,182,961	236,997,109		84,183,000	236,997,000
Beginning balance at Jun. 30, 2020				1,047,513
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss prior to the Transactions	(1,662)			(1,662)
Share-based compensation expense prior to the Transactions				106
Foreign currency translation adjustment prior to the Transactions				(155)
Effect of the Transactions	1,045,802			$ (1,045,802)		$ 31	(524,977)			1,570,748
Effect of the Transactions (in shares)						307,980,000
Issuance of common stock sold in IPO, net of offering costs (in shares)					43,500,000
Issuance of common stock sold in IPO, net of offering costs	852,407				$ 4		852,403
Effect of the Blocker Merger (in shares)					40,683,000	(45,503,000)
Effect of the Blocker Merger	(96,165)				$ 4	$ (5)				(96,164)
Effect of purchase of LLC Interests (in shares)						(25,480,000)
Effect of purchase of LLC Interests	(508,320)					$ (2)				(508,318)
Settlement of Senior Preferred Earnout Units	(100,000)									(100,000)
Assumption of contingent consideration liability by significant shareholder	62,400						62,400
Share-based compensation expense upon vesting of performance-based profit units	209,300									209,300
Net loss subsequent to the Transactions	(204,834)							(54,758)		(150,076)
Share-based compensation expense subsequent to the Transactions	2,664						2,664
Foreign currency translation adjustment subsequent to the Transactions	(85)								(85)
Foreign currency translation adjustment	(85)
Net loss	(206,496)
Ending balance at Sep. 30, 2020	$ 1,263,169				$ 8	$ 24	$ 392,490	$ (54,758)	$ (85)	$ 925,490
Ending balance (in shares) at Sep. 30, 2020		84,182,961	236,997,109		84,183,000	236,997,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	1 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 12, 2019	Sep. 30, 2020
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor
Operating activities:
Net loss	$ (11,706)	$ (57,063)	$ (230,299)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation	0	87,060	213,146
Depreciation and amortization	92	4,247	2,899
Amortization of intangible assets	4,703	0	70,543
Amortization of debt discount and issuance costs	79		1,744
Change in fair value of contingent consideration	0	0	19,700
Other non-cash items	285	150	(1,100)
Changes in assets and liabilities:
Accounts receivable	(122)	(108)	17,552
Commissions receivable	(15,405)	(63,448)	(117,888)
Prepaid expenses and other assets	(140)	1,325	(13,576)
Accounts payable	3,276	(1,981)	(4,402)
Accrued liabilities	(5,028)	17,860	(1,793)
Deferred revenue	18,098	1,926	40,188
Commissions payable	8,283	19,228	27,983
Other liabilities	13,728	85	4,138
Net cash provided by operating activities	16,143	9,281	28,835
Investing activities:
Acquisition of business, net of cash	(807,591)		0
Purchases of property, equipment and software	(813)	(5,597)	(12,023)
Net cash used in investing activities	(808,404)	(5,597)	(12,023)
Financing activities:
Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs	0		852,407
Payment of partial consideration to Blocker Shareholders in the Blocker Merger	0		(96,165)
Purchase of LLC Interests from Continuing Equity Owners	0		(508,320)
Settlement of Senior Preferred Earnout Units	0		(100,000)
Proceeds received upon issuance of preferred units	541,263		0
Proceeds received upon issuance of common units	0		10,000
Borrowings under term loans	300,000		117,000
Principal payments under term loans	0		(2,835)
Borrowings under revolving credit facilities		56,534
Payments under revolving credit facilities		(59,915)
Debt issuance cost payments	(9,283)		(6,291)
Principal payments under capital lease obligations	(270)	(68)	(218)
Net cash provided by (used in) financing activities	831,710	(3,449)	265,578
Effect of exchange rate changes on cash	(2)	(32)	(68)
Increase in cash and cash equivalents	39,447	203	282,322
Cash and cash equivalents at beginning of period	708	505	12,276
Cash and cash equivalents at end of period	40,155	708	294,598
Non-cash investing and financing activities:
Purchases of property, equipment and software included in accounts payable	277	113	1,104
Purchases of property, equipment and software under capital leases		$ 744
Issuance of equity to settle contingent consideration liability	0
Net issuance of Class A and Class B common stock in connection with the Transactions	0		30
Settlement of contingent consideration liability	$ 0		62,400
Senior preferred earnout stock
Non-cash investing and financing activities:
Issuance of equity to settle contingent consideration liability			100,000
Common earnout stock
Non-cash investing and financing activities:
Issuance of equity to settle contingent consideration liability			$ 100,000

Description of Business and Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Description of Business and Significant Accounting Policies

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

GoHealth, Inc. (the “Company”) is a leading health insurance marketplace whose mission is to improve healthcare in America. The Company works with insurance carriers to provide solutions to efficiently enroll individuals in health insurance plans. The Company’s proprietary technology platform leverages modern machine-learning algorithms powered by nearly two decades of insurance purchasing behavior to reimagine the optimal process for helping individuals find the best health insurance plan for their specific needs. The Company’s insurance agents leverage the power of its vertically integrated customer acquisition platform to enroll members in Medicare and individual and family plans. Certain of the Company’s operations do business as GoHealth, LLC (“GoHealth”), a wholly owned subsidiary of the Company that was founded in 2001.

The Company was incorporated in Delaware on March 27, 2020 for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of GoHealth Holdings, LLC (formerly known as Blizzard Parent, LLC), a Delaware limited liability company, and its wholly owned subsidiaries (collectively, "GHH, LLC"). On July 17, 2020, the Company completed an initial public offering of 43,500,000 shares of its Class A common stock at a public offering price of $21.00 per share (“the IPO”), receiving approximately $852.4 million in net proceeds, after deducting the underwriting discount and offering expenses.

Pursuant to a reorganization into a holding company structure, the Company is a holding company and its principal asset is a controlling equity interest in GHH, LLC. As the sole managing member of GHH, LLC, the Company operates and controls all of the business and affairs of GHH, LLC, and through GHH, LLC and its subsidiaries, conducts its business.

Basis of Presentation and Significant Accounting Policies

In connection with the Company’s IPO, the Company completed a series of organizational transactions (the “Transactions”). The Transactions included:

•The amendment and restatement of the existing limited liability company agreement of GHH, LLC to, among other things, (1) recapitalize all existing ownership interests in GHH, LLC (including profits units awarded under the existing limited liability company agreement of GHH, LLC) and (2) appoint the Company as the sole managing member of GHH, LLC upon its acquisition of LLC Interests in connection with the IPO;

•The amendment and restatement of the Company’s certificate of incorporation to, among other things, provide for (1) Class A common stock, with each share of the Company’s Class A common stock entitling its holder to economic rights and one vote per share on all matters presented to stockholders generally and (2) Class B common stock, with each share of the Company’s Class B common stock being a non-economic share but entitling its holder to one vote per share on all matters presented to stockholders generally (provided that shares of Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees);

•The issuance of 307,980,070 shares of the Company's Class B common stock, including the issuance of 229,399,322 such shares to the Continuing Equity Owners, which is equal to the number of LLC Interests held directly or indirectly by such Continuing Equity Owners immediately following the Transactions, for nominal consideration;

•The issuance of 43,500,000 shares of the Company’s Class A common stock to the purchasers in the IPO in exchange for net proceeds, after taking into account the underwriting discount and offering expenses payable by the Company, of approximately $852.4 million;

•The acquisition by the Company of the Blocker Company in a merger transaction (the “Blocker Merger”), which Blocker Company held 45,503,276 LLC interests and a corresponding amount of the Company’s Class B common stock (which shares were cancelled after the Blocker Merger), in exchange for 40,682,961 shares of the Company’s Class A common stock and payment of $96.2 million in cash to Blocker Shareholders;

•The use of the remaining net proceeds from the IPO to (i) pay $508.3 million in cash to redeem 25,479,685 LLC Interests held directly or indirectly by the Continuing Equity Owners, (ii) satisfy in full $100.0 million in aggregate face amount of senior preferred earnout units in connection with the Transactions, and (iii) use for general corporate purposes.

•The Company entered into (1) a stockholders’ agreement with Centerbridge and NVX Holdings, (2) a registration rights agreement with certain of the Continuing Equity Owners and (3) a tax receivable agreement with GHH, LLC, the Continuing Equity Owners and the Blocker Shareholders.

In connection with the IPO, the Company became the sole managing member of GHH, LLC and controls the management of GHH, LLC. As a result, the Company consolidates GHH, LLC’s financial results in its consolidated financial statements and reports a 73.3% non-controlling interest for the economic interest in GHH, LLC held by the Continuing Equity Owners. As of September 30, 2020, the Company owned approximately 26.7% of GHH, LLC.

The Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the Transactions have been adjusted to combine the previously separate entities for presentation purposes.

GHH, LLC is a holding company with no operating assets or operations and was formed to acquire a 100% equity interest in Norvax, LLC (“Norvax”). On May 6, 2020, Blizzard Parent, LLC changed its name to GoHealth Holdings, LLC. GHH, LLC owns 100% of Blizzard Midco, LLC, which owns 100% of Norvax. For all of the periods reported in these condensed consolidated financial statements, GHH, LLC has not and does not have any material operations on a standalone basis, and all of the operations of GHH, LLC are carried out by Norvax. On August 15, 2019, GHH, LLC entered a series of arrangements to acquire 100% of the equity interest in Norvax. On September 13, 2019, Blizzard Merger Sub LLC, a transitory merger company of Blizzard Midco, LLC, merged into Norvax, with Norvax continuing as the surviving limited liability company and GHH, LLC's operating entity (the “Acquisition”).

As a result of the Acquisition, which is discussed further in Note 2 – Acquisition, Norvax was determined to be the accounting acquirer and Norvax’s historical assets and liabilities are reflected at fair value as of the acquisition date. The financial information for the period after September 13, 2019, represents the condensed consolidated financial information of the “Successor” company. Prior to September 13, 2019, the condensed consolidated financial statements include the accounts of the “Predecessor” company. Due to the change in the basis of accounting resulting from the application of the acquisition method of accounting, the Predecessor’s condensed consolidated financial statements and the Successor’s condensed consolidated financial statements are not necessarily comparable.

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, but do not include all information and footnote disclosures required under U.S. GAAP for annual financial statements. In the opinion of management, the interim condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented. All intercompany transactions and balances are eliminated in consolidation.

These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the prospectus dated July 14, 2020, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act of 1933, as amended, on July 16, 2020. Interim results are not necessarily indicative of results for the full fiscal year due to seasonality and other factors.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. There have been no material changes to the Company’s significant accounting policies as discussed in the notes to the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019.

Cash and Cash Equivalents

The Company considers all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash includes all deposits in banks. The Company maintains its cash balances at financial institutions in the United States and Europe.

Cash accounts in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of September 30, 2020 and December 31, 2019, the Company’s cash balances in the United States exceeded the FDIC-insured limits by $294.3 million and $12.0 million, respectively. The Company also has an immaterial amount of cash held in Europe to fund its Slovakian operations. The Company does not believe it is exposed to any significant risk with respect to cash balances.

Concentration of Credit Risk

The Company does not require collateral or other security in granting credit. As of September 30, 2020, three customers each represented 10% or more of the Company’s total accounts receivable and, in aggregate, represented 94%, or $7.5 million, of the Company’s total accounts receivable. As of December 31, 2019, five customers each represented 10% or more of the Company’s total accounts receivable and, in aggregate, represented 87%, or $21.2 million, of the Company’s total accounts receivable.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and typically do not bear interest. The Company provides allowances for doubtful accounts related to accounts receivable for estimated losses resulting from the inability of its customers to make required payments. The Company takes into consideration the overall quality of the receivables portfolio, along with specifically identified customer risks in establishing allowances. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined the receivable is uncollectible.

Commissions Receivable

Commissions receivable are contract assets that represent estimated variable consideration for renewal commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of commissions receivable are future renewal commissions expected to be received within one year, while the non-current portion of commissions receivable are expected to be received beyond one year. The Company assesses impairment for uncollectible consideration when information available indicates it is probable that an asset has been impaired. There were no impairments recorded during the three and nine months ended September 30, 2020, the period from July 1, 2019 through September 12, 2019, the period from September 13, 2019 through September 30, 2019, or the period from January 1, 2019 through September 12, 2019.

Deferred Offering Costs

Deferred offering costs consist of legal, accounting and other fees relating to the IPO. Deferred offering costs totaling $7.7 million at June 30, 2020, included in prepaid expenses and other assets, were offset against the proceeds upon the completion of the IPO in July 2020. Total offering costs relating to the IPO were $61.1 million, including the underwriting discount.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASC 606, requiring an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.

The Company is compensated by the receipt of commission payments from health insurance carriers whose health insurance policies are purchased through the Company’s ecommerce platforms or customer care centers. The Company also generates revenue from non-commission revenue sources, which it refers to as enterprise revenue and which include providing dedicated insurance agent resources for carrier-specific programs, sales of insurance leads to other marketing agencies and carriers, and the implementation and use of the Company’s platform. The Company accounts for payments made under certain carrier-specific arrangements as deductions to revenue.

The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, the Company recognizes revenue for its services in accordance with the following five steps outlined in ASC 606:

•Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Payment of commissions typically commences within 60 days from the policy effective date. Payment terms from non-commission revenue are typically 30 days from the invoice date.

•Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract.

•Determination of the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer.

•Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”) basis.

•Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer.

Commission Revenue

The Company recognizes commission revenue from the sale of insurance products at the point when carriers approve an insurance application produced by the Company. The Company records as commission revenue the expected amount of commissions received from the insurance carriers and any renewal commissions to be paid on such placement as long as the policyholder remains with the same insurance product. The Company defines its customer to be the health insurance carrier.

The Company typically enters into contractual agency relationships with health insurance carriers that are non-exclusive and terminable on short notice by either party for any reason. In addition, health insurance carriers often can terminate or amend agreements unilaterally on short notice, including provisions in agreements relating to the commission rates paid to the Company by the health insurance carriers. The amendment or termination of an agreement the Company has with a health insurance carrier may adversely impact the commissions it is paid on health insurance plans purchased from the carrier.

Compensation in the form of commissions is received from insurance carriers for the multiple types of insurance products sold by the Company on behalf of the carriers. For Medicare and non-Medicare eligible products, commission revenue generally represents a percentage of the premium amount expected to be collected by the carrier while the policyholder is enrolled in the insurance product, including renewal periods. The Company’s performance obligation is complete when a carrier has received and approved an insurance application. As such, the Company recognizes revenue at this point in time, which represents the total estimated lifetime commissions it expects to receive for selling the product after the carrier approves an application, net of an estimated constraint. The Company’s consideration is variable based on the amount of time it estimates a policy will remain in force. The Company estimates the amount of variable consideration that it expects to receive based on historical experience or carrier experience to the extent available, industry data, and expectations as to future retention rates. Additionally, the Company considers application of the constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. The Company monitors and updates this estimate at each reporting date. The Company does not have any remaining performance obligations in its commission contracts with customers.

The Company utilizes a practical expedient to estimate commission revenue for each insurance product by applying the use of a portfolio approach to group approved members by the effective month of the relevant policy (referred to as a “cohort”). This

allows the Company to estimate the commissions it expects to collect for each cohort by evaluating various factors, including but not limited to, contracted commission rates, carrier mix, and expected member churn.

The Company’s variable consideration includes estimated and constrained lifetime values as the “constrained LTV” for the plans. The Company’s estimate of commission revenue for each product line is based on a number of assumptions, which include, but are not limited to, estimating conversion of an approved applicant to a paying policyholder, forecasting persistency and forecasting the commission amounts likely to be received per policyholder. These assumptions are based on historical trends and incorporate management’s judgment in interpreting those trends and in applying constraints.

On a quarterly basis, the Company re-estimates LTV at a cohort level for outstanding cohorts, reviews and monitors changes in the data used to estimate LTV, as well as the cash received for each cohort as compared to the original estimates. The difference between cash received for each cohort and the respective estimated LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period cohorts. Changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or decrease to commissions receivable. The Company analyzes these differences and, to the extent the Company believes differences in the estimates of the cash received are indicative of an increase or decrease to prior period LTVs, the Company will adjust revenue for the affected cohorts 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 and nine months ended September 30, 2020, the Company did not recognize any revenue adjustment related to prior period cohorts.

Enterprise Revenue

The Company refers to all non-commission revenue collectively as enterprise revenue, which includes the services and products described below.

Within the Company’s Medicare and Individual Family Plans, or IFP and Other segments, the Company provides trained licensed agents dedicated to carrier programs that assist in producing health insurance policies, typically prior to and during the annual enrollment period. The Company is compensated for the hours incurred on the carrier program at the time hours are incurred as well as performance-based enrollment fees relating to the Company enrolling individuals into health insurance plans. The Company recognizes revenue as control transfers over the term of the contract.

The Company recognizes revenue at a point in time resulting from the sale of leads to third parties and independent agents. The Company generates this revenue through the sale of leads sourced through its marketing efforts.

The Company provides certain customers access to its technology platform, where it charges for the implementation and monthly access to the software. This application allows carriers the use of the Company’s e-commerce platform to offer their own health insurance policies on their websites and agents to utilize the Company’s technology to power their online quoting, content and application submission processes. Typically, the Company is paid a one-time implementation fee, which it recognizes as control is transferred on a straight-line basis over the estimated term of the customer relationship (generally the initial term of the agreement), commencing once the technology is available for use by the third party.

The Company also provides services to its members and other customers in the Medicare—Internal and External segments related to its Encompass Platform. The Encompass Platform offerings include value-based care provider engagement, health risk assessments, social determinants of health screening, and preferred pharmacy programs. The Company recognizes revenue as it satisfies the related performance obligation.

Additionally, the Company earns development funds, based on delivering call volumes or providing marketing services to certain insurance carriers. The Company recognizes revenue as it satisfies the related performance obligation.

Disaggregation of Revenue

The table below depicts the disaggregation of revenue by product, and is consistent with how the Company evaluates its financial performance:


	Successor				Predecessor		Successor				Predecessor
	Three months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from July 1, 2019 through September 12, 2019		Nine months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from January 1, 2019 through September 12, 2019
Commission revenue:
Medicare
Medicare Advantage	$	95,334	$	12,543	$	47,765	$	282,251	$	12,543	$	119,828
Medicare Supplement	1,083		633		2,366		5,237		633		9,354
Prescription Drug Plans	414		90		439		1,409		90		1,486
Total Medicare	96,831		13,266		50,570		288,897		13,266		130,668
Individual and Family Plan:
Fixed Indemnity	2,699		(301)		11,219		13,296		(301)		35,320
Short Term	957		213		846		4,259		213		2,906
Major Medical	98		11		81		336		11		412
Total Individual and Family Plan	3,754		(77)		12,146		17,891		(77)		38,638
Ancillary	718		471		1,478		2,977		471		5,483
Small Group	87		63		348		741		63		1,045
Total Commission Revenue	101,390		13,723		64,542		310,506		13,723		175,834
Enterprise Revenue	61,970		6,067		22,868		120,921		6,067		55,176
Net Revenues	$	163,360	$	19,790	$	87,410	$	431,427	$	19,790	$	231,010

For the nine months ended September 30, 2020, the Company recognized $14.8 million of revenue that was deferred as of December 31, 2019. The Company generally recognizes deferred revenue over a three- to six-month period.

Seasonality

A greater number of the Company’s Medicare-related health insurance plans are sold in its fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. As a result, the Company’s Medicare plan-related commission revenue is typically highest in the Company’s fourth quarter.

The majority of the Company’s individual and family health insurance plans are sold in its fourth quarter during the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of the open enrollment period, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. As a result, the Company’s individual and family plan-related commission revenue is typically highest in the Company’s fourth quarter.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820), which amended the disclosure requirements under ASC 820. This update clarifies and unifies the disclosure of Level 3 fair value instruments. This guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, although early adoption is permitted for either the entire standard or only the provisions that eliminate or modify the requirements. The Company adopted this standard on January 1, 2020, and the adoption did not have a material effect on our condensed consolidated financial statements.

In June 2018, the FASB issued ASU 2018-7, Stock Compensation – Improvements to Nonemployee Share-Based Payment Accounting (Topic 718). This guidance expands the scope of Topic 718 to include share-based payment transactions for

acquiring goods and services from nonemployees. Per ASU 2019-8, issued November 2019, the guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted this standard on January 1, 2020, and the adoption did not have a material effect on our condensed consolidated financial statements.

In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842). The guidance specifies that lessees will need to recognize a right-of-use asset and a lease liability for virtually all their leases except those which meet the definition of a short-term lease. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or financing. Classification will be based on criteria that are similar to those applied in current lease accounting, but without explicit bright lines. Per ASU 2020-5, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, issued June 2020, the guidance in ASU 2016-2, as amended, is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its condensed consolidated financial statements.

In November 2019, the FASB issued ASU 2019-11, Financial Instruments – Credit Losses (Topic 326), which amends the guidance for accounting for assets that are potentially subject to credit risk. The amendments affect contract assets, loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. Per ASU 2019-10, issued November 2019, the guidance is effective for annual and interim periods beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its condensed consolidated financial statements.

Acquisition

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Acquisition

ACQUISITION

Acquisition of Norvax, LLC

On September 13, 2019, GHH, LLC acquired a 100% interest in Norvax, for $807.6 million in cash and $306.0 million in equity. In connection with the Acquisition, GHH, LLC also agreed to pay additional consideration of up to $275.0 million in additional GHH, LLC Common and Senior Preferred Earnout Units, if Adjusted EBITDA, as defined in the terms of the acquisition agreement, exceeds certain thresholds for the period September 13, 2019 to December 31, 2019 and the year ended December 31, 2020 (“Earnout” or “contingent consideration”).

The elements of the purchase consideration are as follows:


Cash paid	$	807,591
Fair value of GHH, LLC Class A and B Common Units issued	306,000
Fair value of contingent consideration liability	172,000
Total consideration	$	1,285,591

Contingent Consideration

The contingent consideration liability of $172.0 million represents the acquisition date fair value of the Earnout payments to Norvax’s selling shareholders and remeasured at each reporting date until settled. The contingent consideration was to be settled in GHH, LLC Common and Senior Preferred Earnout Units within 60 days of the issuance of the 2019 and 2020 audited financial statements. The Senior Preferred Earnout Units earned an annual coupon of 10.3% that provides for the accrual of additional units. Changes in the fair value of the contingent consideration are recognized in the consolidated statement of operations.

The full amount available relative to the 2019 target was earned as of December 31, 2019. On May 15, 2020, the contingent consideration related to the 2019 target of $200.0 million was settled with the issuance of 113,407,000 GHH, LLC Class A Common Units, 48,644,750 GHH, LLC Class B Common Units, and 100,000,000 GHH, LLC Senior Preferred Earnout Units.

In connection with the IPO, the Company satisfied in full the GHH, LLC Senior Preferred Earnout Units issued in connection with the 2019 Earnout through the use of proceeds raised in the IPO in the amount of $100.0 million. In addition, in connection with the IPO a significant shareholder assumed the liability associated with the 2020 Earnout, which was $62.4 million as of the IPO closing date. After the completion of the IPO, the full amount of the Company’s liabilities with respect to the 2019 and 2020 Earnouts accrued in connection with the Acquisition were settled.

Allocation of Purchase Price

The allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. The components of the purchase price allocation are as follows:


Net working capital	$	18,787
Commission receivable – non-current	113,565
Property and equipment	4,442
Other noncurrent assets	218
Other noncurrent liabilities	(963)
Trade names	83,000
Developed technology	496,000
Customer relationships	232,000
Goodwill	386,553
Deferred revenue	(3,283)
Commissions payable – non-current	(44,728)
Total consideration transferred	$	1,285,591

Goodwill represents the excess of the consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination and is primarily attributable to future growth and the assembled workforce. The purchase price allocation was final as of September 30, 2020 with no adjustments made in the measurement period

Balance Sheet Accounts

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Balance Sheet Accounts

BALANCE SHEET ACCOUNTS

Commissions Receivable

Commissions receivable activity is summarized as follows:


	Successor
	Nine Months Ended September 30, 2020
Balance at December 31, 2019	$	382,931
Commission revenue for the period	310,506
Cash receipts for the period	(192,618)
Balance at September 30, 2020	500,819
Less: Commissions receivable – current	95,122
Commissions receivable – non-current	$	405,697

Fair Value Measurements

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The Company defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques the Company uses to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company classifies the inputs used to measure fair value into the following hierarchy:

Level 1 InputsUnadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 InputsUnadjusted 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 InputsUnobservable inputs for the asset or liability.

Fair Value Measurements

The fair value of the acquired developed technology was estimated as of the acquisition date of September 13, 2019. Such fair value was estimated using the multi-period excess earnings model. This method discounts the amount of excess cash flows generated by the asset. The fair value of the acquired trade names was estimated using the relief from-royalty method which required that GHH, LLC estimate hypothetical royalty payments that would be required over the economic life of the asset as if it were to be licensed instead of purchased. These payments were then discounted to their present value. Both developed technology and trade names represent a Level 3 measurement within the fair value hierarchy.

The fair value of the acquired customer relationships was estimated as of the acquisition date of September 13, 2019 and does not represent the fair value as of September 30, 2020. Such fair value was estimated using the distributor method under the income approach, which included Level 3 inputs such as revenue, attrition, margin and contributory asset charges.

The fair value of the contingent consideration liability was measured using a Monte Carlo simulation and is discounted using a rate that appropriately captures the risk associated with the obligation. As discussed in Note 2 – Acquisition, in connection with the IPO, a significant shareholder assumed the liability associated with the 2020 Earnout. The Company recorded the settlement of the $64.2 million liability as an increase to additional paid-in capital. The following table sets forth the changes to the fair value of the contingent consideration for the nine months ended September 30, 2020.


	Successor
	Nine Months Ended September 30, 2020
Balance at December 31, 2019	$	242,700
Settlement of 2019 earnout	(200,000)
2020 earnout fair value adjustment	19,700
Settlement of 2020 earnout	(62,400)
Balance at September 30, 2020	$	—

The carrying amount of certain financial instruments, including cash and cash equivalents, accounts receivable, commissions receivable, accounts payable, accrued expenses, and commissions payable approximate fair value due to the short maturity of these instruments. Commissions receivable are recorded at constrained lifetime values. The carrying value of debt approximates fair value due to the variable nature of interest rates.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Goodwill And Intangible Assets, Net

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Intangible Assets, Net

GOODWILL AND INTANGIBLE ASSETS, NET

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 trademarks, are presented in the tables below:


	September 30, 2020 (Successor)
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	74,400	$	421,600
Customer relationships	232,000		24,360		207,640
Total intangible assets subject to amortization	$	728,000	$	98,760	$	629,240
Indefinite-lived trademarks					83,000
Total intangible assets					$	712,240


	December 31, 2019 (Successor)
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	21,257	$	474,743
Customer relationships	232,000		6,960		225,040
Total intangible assets subject to amortization	$	728,000	$	28,217	$	699,783
Indefinite-lived trademarks					83,000
Total intangible assets					$	782,783

There was no impairment of goodwill or intangible assets for the three and nine months ended September 30, 2020, and for the period from September 13, 2019 through September 30, 2019.

Long Term Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Long Term Debt

LONG TERM DEBT

The Company’s long-term debt consisted of the following:


	Successor September 30, 2020		Successor December 31, 2019
Credit Facility	$	413,415	$	299,250
Less: unamortized debt discount and issuance costs	(12,428)		(8,017)
Total debt	400,987		291,233
Less: current portion	(4,170)		(3,000)
Total long-term debt	$	396,817	$	288,233

Successor

General

On September 13, 2019, in connection with the Acquisition, Norvax, or the Borrower, entered into a first lien credit agreement (the “Credit Agreement”) which provides for the following:

•$300.0 million aggregate principal amount senior secured term loan facility, or the Term Loan Facility; and

•$30.0 million aggregate principal amount senior secured revolving credit facility, or the Revolving Credit Facility.

On March 20, 2020, the Company entered into an amendment to the Credit Agreement, which provided $117.0 million of incremental term loans, or the “Incremental Term Loan Facility”. On March 23, 2020, the Company issued 6,666,667 of GHH, LLC Class B Common units to a lender that is party to the Company’s Credit Agreement for $10.0 million in proceeds.

On May 7, 2020, the Company entered into a second amendment to the Credit Agreement, which provided $20.0 million of incremental revolving credit, or the “Incremental Revolving Credit Facility”.

On June 11, 2020, the Company entered into a third amendment to the Credit Agreement, which provided $8.0 million of incremental revolving credit, or the “Incremental No. 3 Revolving Credit Facility.”

The Company collectively refers to the Term Loan Facility, the Revolving Credit Facility, the Incremental Term Loan Facility, the Incremental Revolving Credit Facility, and the Incremental No. 3 Revolving Credit Facility as the “Credit Facilities”.

The Company incurred $9.3 million, $6.0 million, $0.2 million and $0.1 million of debt issuance costs associated with the Term Loan Facility, the Incremental Term Loan Facility, the Incremental Revolving Credit Facility and the Incremental No. 3 Revolving Credit Facility, respectively, which are being amortized over the life of the debt to interest expense on a straight-line basis.

As of September 30, 2020, the Company had a principal amount of $297.0 million and $116.4 million outstanding on the Term Loan Facility and Incremental Term Loan Facility, respectively. The effective interest rate was 7.5% and 8.4% at September 30, 2020 and December 31, 2019, respectively. The Company had no amounts outstanding on the Revolving Credit Facility,

Incremental Revolving Credit Facility, or Incremental No. 3 Revolving Credit Facility, which had a remaining capacity of $58.0 million in the aggregate as of September 30, 2020.

Interest Rates and Fees

Borrowings under the Credit Facilities are, at the option of the Borrower, either alternate base rate (“ABR”) loans or LIBOR loans. Term loans and revolving loans comprising each ABR borrowing under the Term Loan Facility accrue interest at the ABR plus an applicable rate of 5.50% per annum. Term loans and revolving loans comprising each LIBOR borrowing bear interest at the LIBOR plus an applicable rate of 6.50% per annum.

In addition to paying interest on the principal amounts outstanding under the Credit Facilities, the Borrower is required to pay a commitment fee of 0.50% per annum under the Revolving Credit Facility, Incremental Revolving Credit Facility, and Incremental No. 3 Revolving Credit Facility in respect of the unutilized commitments thereunder. The Borrower is also subject to customary letter of credit and agency fees.

Mandatory Prepayments

The Credit Agreement requires that the Borrower, following the end of each fiscal year, commencing with the fiscal year ending December 31, 2020, repay the outstanding principal amount of all term loans under the Credit Facilities in an aggregate amount equal to (A) 50.0% of the excess cash flow of the Borrower and its restricted subsidiaries for such fiscal year if the Total Net Leverage Ratio (as defined in the Credit Agreement) is greater than 4.50:1.00, which percentage is reduced to 25% if the Total Net Leverage Ratio is less than or equal to 4.50:1.00 and greater than 4.00:1.00, which percentage is further reduced to 0% if the Total Net Leverage Ratio is less than or equal to 4.00:1.00, minus (B) at the option of the Borrower, (x) the aggregate amount of certain voluntary prepayments of term loans under the Credit Agreement during such fiscal year or after year-end and prior to the time such Excess Cash Flow prepayment is due, (y) the aggregate principal amount of any voluntary prepayments of indebtedness under pari passu incremental facilities, incremental equivalent debt and/or certain refinancing indebtedness, made during such fiscal year or after such fiscal year and prior to the time such prepayment is due.

The Credit Agreement requires the Borrower to repay amounts equal to 100% of the net cash proceeds of certain asset sales or other dispositions of property (including insurance and condemnation proceeds); provided, that, in the case of any prepayment events required in connection with certain dispositions and casualty events, if the net proceeds therefrom are invested (or committed to be invested) within 12 months after the receipt of such net proceeds, then no prepayment shall be required except to the extent such net proceeds have not been so invested (or committed to be invested) by the end of such 12-month period.

The Credit Agreement requires 100% of the net proceeds from the issuance or incurrence of certain indebtedness to be applied to prepay the term loans under the Term Loan Facility and the Incremental Term Loan Facility, except to the extent the indebtedness constitutes refinancing indebtedness.

Voluntary Prepayment

The Borrower may voluntarily prepay outstanding borrowings under the Credit Facilities at any time in whole or in part without premium or penalty; provided, that, with respect to voluntary prepayments of the Term Loan Facility and the Incremental Term Loan Facility and in certain other circumstances, the Borrower may have to pay a prepayment premium.

Amortization and Final Maturity

The Term Loan Facility and Incremental Term Loan Facility are payable in quarterly installments in the principal amount of 0.25% of the original principal amount. The remaining unpaid balance on the Term Loan Facility and Incremental Term Loan Facility, together with all accrued and unpaid interest thereon, is due and payable on or prior to September 13, 2025. Outstanding borrowings under the Revolving Credit Facility, the Incremental Revolving Credit Facility and the Incremental No. 3 Revolving Credit Facility do not amortize and are due and payable on September 13, 2024.

Guarantees and Security

The Borrower’s obligations under the Credit Facilities are guaranteed by Blizzard Midco, LLC and certain of the Borrower’s subsidiaries. All obligations under the Credit Agreement are secured by a first priority lien on substantially all of the assets of the Borrower, including a pledge of all of the equity interests of its subsidiaries.

Covenants and Other Matters

The Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict the Borrower’s and its restricted subsidiaries’ ability to:

•incur indebtedness;

•incur certain liens;

•consolidate, merge or sell or otherwise dispose of assets;

•make investments, loans, advances, guarantees and acquisitions;

•pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests;

•enter into transactions with affiliates;

•alter the business conducted by the Company and subsidiaries;

•change their fiscal year; and

•amend or modify governing documents.

In addition, the Credit Agreement contains financial and non-financial covenants. The Company is in compliance with all covenants as of September 30, 2020.

The Credit Agreement also contains certain customary representations and warranties and affirmative covenants, and certain reporting obligations. In addition, the lenders under the Credit Facilities will be permitted to accelerate all outstanding borrowings and other obligations, terminate outstanding commitments and exercise other specified remedies upon the occurrence of certain events of default (subject to certain grace periods and exceptions), which include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, certain cross-defaults and cross-accelerations to other indebtedness, certain events of bankruptcy and insolvency, certain judgments and changes of control. Subject to certain limited exceptions, substantially all of the Company’s assets are restricted from distribution.

Predecessor

During 2019, Norvax had a senior secured revolving credit facility (the “Predecessor Credit Facility”) with The Huntington National Bank (formerly FirstMerit Bank N.A.). In connection with the Acquisition, this facility was paid off and retired. The Predecessor Credit Facility provided for borrowings up to a maximum of $16.0 million based upon 80% of eligible trade accounts receivable, plus 40% of certain earned enrollment/commission fees. Norvax paid a variable interest rate on borrowings equal to, at Norvax’s discretion, Prime minus 50 basis points or LIBOR plus 250 basis points. The Predecessor Credit Facility was collateralized by substantially all the assets of Norvax and was subject to certain financial covenants.

Stockholders' And Members' Equity	9 Months Ended
Stockholders' And Members' Equity	Sep. 30, 2020
Equity [Abstract]
Stockholders' And Members' Equity	. STOCKHOLDERS’ AND MEMBERS’ EQUITY Successor In connection with the Company’s IPO in July 2020, the Company’s Board of Directors approved an amended and restated certificate of incorporation and amended and restated bylaws. The amended and restated certificate of incorporation authorizes the issuance of up to 1,100,000,000 shares of Class A common stock, 690,000,000 shares of Class B common stock and 20,000,000 shares of preferred stock, each having a par value of $0.0001 per share. The number of shares of Class B common stock authorized is reduced for redemptions and forfeitures as they occur and the number of shares authorized as of September 30, 2020 was 619,003,717. The Company’s amended and restated certificate of incorporation and the GoHealth Holdings, LLC Agreement require that the Company and GoHealth Holdings, LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company, except as otherwise determined by the Company. Additionally, the Company’s amended and restated certificate of incorporation and the GoHealth Holdings, LLC Agreement require that the Company and GoHealth Holdings, LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by the Company. Only the Continuing Equity Owners and the permitted transferees of Class B common stock are permitted to hold shares of our 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 our 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 our 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. Under the terms of the Company’s amended and restated certificate of incorporation, the Company’s board of directors is authorized to direct the Company to issue shares of preferred stock in one or more series without stockholder approval. The Company’s board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The Continuing Equity Owners may, subject to certain exceptions, from time to time at each of their options require GoHealth Holdings, LLC to redeem all or a portion of their LLC Interests in exchange for, at the Company’s election (determined by at least two of the Company’s independent directors who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of the Company’s Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the GoHealth Holdings, LLC Agreement. Upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, 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. Predecessor The Norvax operating agreement (“Norvax Operating Agreement”) provided for classes of units, allocation of profits and losses, distribution rights, and other member rights. The Norvax Operating Agreement allowed for equity units (Class A units and Class B units) and profits interests units (Class C units). Class A and Class B units had voting rights. Except for board of manager composition, any action taken by the Class A and Class B members required a majority of members holding the outstanding Class A and Class B units, voting together as a single class. Class C units were nonvoting and represented profit interests’ units and entailed no initial capital contribution. Members were limited in their liability to their capital contributions. Immediately prior to the Acquisition described in Note 2 – Acquisition, all Class B units converted to Class A units. Distribution Rights Class A and Class B unit holders were entitled to distributions on a pro-rata basis, as approved by the board of managers. To the extent that Norvax had available cash, it distributed to each Class A and Class B unit holder a tax distribution in an amount equal to the product of the aggregate total of all taxable income allocable to the members multiplied by the tax rate. The tax rate is 45% as set forth in the Norvax Operating Agreement. Voting Rights Each Class A and Class B unit had equal voting rights and preferences, except Norwest Equity partners (“NEP”) was granted authority to approve certain actions. The Class A and Class B unit holders also elected the members of the board of managers of Norvax. Antidilution Rights Class B units contained an antidilution feature that required an adjustment to the conversion ratio in the event of subsequent issuances of securities by Norvax at a price below the conversion price in effect immediately prior to each such issuance. The Class B conversion ratio could be adjusted in the event that grants of options or changes in option prices or conversion rates on convertible securities resulted in prices below the conversion price in effect immediately prior to each such grant or change. Liquidation Preference Upon a liquidity event defined as: (a) sale or disposition of all or substantially all of the assets of Norvax; (b) the liquidation, dissolution or winding up of Norvax; or (c) any consolidation or merger of Norvax in which the Class A and Class B unit holders owned less than 50% of the voting power of the outstanding securities immediately after the consolidation or merger, the Class B units are first to be paid proceeds at a liquidation amount of $10.0 per unit, and from time to time, was decreased by subtracting distributions (other than tax distributions) made in respect of Class B units. Upon the occurrence of a Dissolution Event, Norvax continued solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and members. A Dissolution Event is an event by the order of a court pursuant to Section 18-802 of the Delaware Code or by action of the members with NEP’s approval. Net income, net losses, and other items of Norvax’s income, gain, loss, or deduction was to continue to be allocated in the manner provided in the Norvax Operating Agreement. In a Dissolution Event, Class B units received the liquidation preference specified above. Involuntary Transfer Rights Upon any involuntary transfer, Norvax had the first option, and the purchase option unit holders had the subsequent options, to purchase all or any portion of the units subject to the involuntary transfer. Right of First Refusal A unit holder could transfer, sell, or assign any Class A or Class B units in a permitted transfer, given that Norvax first had the option to purchase the units being transferred. Class B Put Option Class B units are classified as temporary equity as they were redeemable upon exercise of the Class B put option, which was outside of Norvax’s control, for cash at a put price equal to the greater of the Class B unit fair value or their original cost. Because the Class B units were redeemable, the Company was accreting the change up to the maximum redemption amount. The Company recorded accretion of $8.4 million for the period from July 1, 2019 through September 12, 2019 and $138.4 million for the period from January 1, 2019 through September 12, 2019. These amounts appear as Redeemable Class B unit accretion on the condensed consolidated statements of changes in members’ equity. Immediately prior to the Acquisition described in Note 2 – Acquisition, Norvax adjusted NEP’s Redeemable Class B units to their full redemption amounts and were then converted to Class A units.

Share-Based Compensation Plans

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Share-Based Compensation Plans

SHARE-BASED COMPENSATION PLANS

The following table summarizes share-based compensation expense by operating function:


	Successor				Predecessor		Successor				Predecessor
	Three months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from July 1, 2019 through September 12, 2019		Nine months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from January 1, 2019 through September 12, 2019
Marketing and advertising	$	24,709	$	—	$	1,674	$	24,829	$	—	$	1,674
Customer care and enrollment	11,993		—		—		12,050		—		—
Technology	32,748		—		27,059		32,907		—		27,059
General and administrative	142,620		—		58,327		143,360		—		58,327
Total share-based compensation expense	$	212,070	$	—	$	87,060	$	213,146	$	—	$	87,060

Successor

On July 7, 2020, the Company adopted the 2020 Incentive Award Plan, which became effective on July 14, 2020, under which 6,465,359 shares of the Company’s Class A common stock are initially reserved for issuance. The number of shares initially available for issuance will be increased by an annual increase on January 1 of each calendar year beginning in 2021 and ending in and including 2030, equal to the lesser of (A) 5% of the shares of our Class A common stock outstanding on the final day of the immediately preceding calendar year and (B) a smaller number of shares as determined by our board of directors.

In connection with the IPO, the Company granted to its employees and non-employee directors 2,432,270 shares of Class A common stock issuable pursuant to stock options and 303,637 shares of Class A common stock issuable pursuant to restricted stock units. The Company measures expense for its share-based compensation based on the fair value of the awards on the grant date. The Company recognizes the grant date fair value of share-based awards as compensation expense on a straight-line basis over the requisite service period of each award.

Effective September 13, 2019 and in conjunction with the Acquisition, the Company authorized the grants of non-voting Profit Units. The Profit Units were issued by Blizzard Management Feeder, LLC (“Feeder”), to employees on behalf of the Company. One-third of the Profit Units granted to each employee will vest in five equal installments on the first through fifth anniversaries of the date of grant, so long as the employee remains employed by the Company through the applicable vesting date (“Time-Vesting Units”). Two-thirds of the Profit Units granted to each individual were to vest upon a liquidity event based on certain predetermined criteria (“Performance-Vesting Units”). Following the completion of the Transactions, each of the members of Feeder will directly hold common units of Feeder that correspond to the LLC Interests (and associated shares of Class B common stock on a one-for-one basis) directly held by Feeder for each such member’s benefit.

The Company granted 1,464,674 Profit Units in the nine months ended September 30, 2020, of which 944,353 and 520,321 were Time-Vesting Units and Performance-Vesting Units, respectively.

Compensation expense for the Time-Vesting Units is recognized on a straight-line basis over the five-year requisite service period beginning on the grant date and will continue subsequent to the IPO. Performance-Vesting Units contain market conditions and an implied performance condition, which results in compensation cost being recognized when the performance condition is considered probable of being satisfied. Performance-Vesting Units vest upon the achievement of a contingent exit event that is defined as a transaction in which the ultimate parent disposes of all or substantially all of its investment in the Company. Such an exit event is not considered probable until it consummates.

In June 2020, the Company modified the terms of the Performance-Vesting Units such that the performance targets were measured against the public offering price of the IPO, which resulted in a modification and remeasurement of the Performance-Vesting Units. The completion of the IPO in July 2020 satisfied the implied performance condition and triggered an accelerated vesting of 14,353,431 Performance-Vesting Units, which are issued and outstanding. The Company recorded the related share-based compensation expense of $209.3 million in the third quarter of 2020 with a corresponding increase to non-controlling interest.

Predecessor

Class C Incentive Plan

Norvax had a Class C Incentive Plan (the “Class C Plan”), which Norvax accounted for as a liability award. Class C units granted under the plan represented profit interests’ units and entailed no initial capital contribution. Class C units had no voting rights.

On September 13, 2019, GoHealth Holdings, LLC acquired a 100% interest in Norvax. Per the Class C Plan, all eligible unvested units became vested and the Company recorded $73.9 million of compensation expense in the period from July 1, 2019 through September 12, 2019.

Incentive Share Plan

Norvax had an Incentive Share Plan, which Norvax accounted for as a liability award. The plan consisted of incentive share grants made to employees that provided for cash payments to participants upon the occurrence of a triggering event. Triggering events included a change in control or an employee’s involuntary termination without cause. In the event of a change in control, the triggering event value per share was the average per share purchase price of the common stock giving rise to such change in control. Cash payments were based on the difference between the triggering event value per share and the value per share on the grant date. In the event of an involuntary termination without cause, cash payments were calculated as the positive difference

between the book value per share of Norvax’s stock on the date of the triggering event and the value per share on the grant date for each incentive share then triggered, as defined in the Incentive Share Plan.

On September 13, 2019, GHH, LLC acquired a 100% interest in Norvax. Per the Incentive Share Plan, a change in control triggering event occurred and employees granted incentive shares under this plan became eligible for cash payments and as a result, the Company recorded $13.1 million in incentive share expense in the period from January 1, 2019 through September 12, 2019 and in the period from July 1, 2019 through September 12, 2019.

Loss Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Loss Per Share

LOSS PER SHARE

Basic loss per share is computed by dividing net loss attributable to GoHealth, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted loss per share is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive.

Prior to the IPO, the GHH, LLC membership structure included Preferred units, Senior Preferred Earnout Units, Class A Common units, Class B Common units and Profit Units. The Company analyzed the calculation of earnings per unit for periods prior to the IPO using the two-class method and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the IPO on July 17, 2020. The basic and diluted earnings per share represent only the period from July 17, 2020 to September 30, 2020.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of Class A common stock is as follows:


	Successor		Successor
	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
Numerator:
Net loss	$	(206,496)	$	(230,299)
Less: Net loss attributable to GoHealth, Inc. prior to the IPO	(1,662)		(25,465)
Less: Net loss attributable to non-controlling interests subsequent to the IPO	(150,076)		(150,076)
Net loss attributable to GoHealth, Inc.	$	(54,758)	$	(54,758)
Denominator:
Weighted-average shares of Class A common stock outstanding—basic	84,182,961		84,182,961
Effect of dilutive securities	—		—
Weighted-average shares of Class A common stock outstanding—diluted	84,182,961		84,182,961
Net loss per share of Class A common stock—basic and diluted	$	(0.65)	$	(0.65)

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive:


	Successor	Successor
	Three Months Ended September 30, 2020	Nine Months Ended September 30, 2020
Stock options and RSUs	2,672,641	2,672,641
Class B common stock	236,997,109	236,997,109

Shares of Class B common stock do not share in earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has not been presented. Shares of Class B common stock are, however, considered potentially dilutive shares of Class A common stock. After evaluating the potential dilutive effect, shares of Class B common stock were determined to be anti-dilutive and have therefore been excluded from the computations of diluted earnings per share of Class A common stock.

For periods prior to the Transactions and the IPO, the reported income taxes represent those of GHH, LLC. As a result of the Transactions and the IPO, the Company became subject to U.S. federal and certain state and local income taxes with respect to

its allocable share of any taxable income or loss generated by GHH, LLC. There was no pro forma impact on loss per share to reflect income tax expense at an effective tax rate as the Company determined it is not more likely than not that the tax benefits associated with the deferred tax assets arising from the Transactions and the IPO will be realized.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income Taxes	INCOME TAXES The Company is the sole managing member of GHH, LLC and, as a result, consolidates the financial results of GHH, LLC. GHH, LLC is a limited liability company taxed as a partnership for income tax purposes, and the subsidiaries of GHH, LLC are limited liability companies for income tax purposes except for a subsidiary and its foreign subsidiary, which are taxed as a corporation and foreign disregarded entity, respectively. As such, GHH, LLC does not pay any federal income taxes, as income or loss is included in the tax returns of the individual members. Additionally, certain wholly-owned entities taxed as corporations are subject to federal, state, and foreign income taxes in the jurisdictions in which they operate, and accruals for such taxes are included in the consolidated financial statements. The Company’s effective tax rate for the three and nine months ended September 30, 2020, the Period from July 1, 2019 through September 12, 2019, the Period from September 13, 2019 through September 30, 2019 and the Period from January 1, 2019 through September 12, 2019 was (0.03)%, (0.02)%, 0.10%, 0.32% and 0.12%, 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 interest. As a result of the Transactions and the IPO, the Company acquired LLC Interests and have recognized a deferred tax asset for the difference between the financial reporting and tax basis of our investment in GHH, LLC. In addition, the Company generated other tax attributes based on current activity. Based on the lack of sufficient sources of taxable income, the Company has concluded these deferred tax assets will not be realized and have recorded a full valuation allowance against all deferred tax assets. Tax Receivable Agreement In connection with the IPO, the Company entered into the Tax Receivable Agreement with GHH, LLC, the Continuing Equity Owners and the Blocker Shareholders that will provide for the payment by the Company to the Continuing Equity Owners and the Blocker Shareholders of 85% of the amount of tax benefits, if any, that the Company actually realizes (or in some circumstances is deemed to realize) as a result of (1) the Company’s allocable share of existing tax basis acquired in connection with the Transactions (including the Blocker Company’s share of existing tax basis) and increases to such allocable share of existing tax basis; (2) increases in tax basis resulting from (a) the Company’s purchase of LLC Interests directly from GHH, LLC and the partial redemption of LLC Interests by GHH, LLC, (b) future redemptions or exchanges (or deemed exchanges in certain circumstances) of LLC Interests for Class A common stock or cash, and (c) certain distributions (or deemed distributions) by GHH, LLC; and (3) certain additional tax benefits arising from payments made under the Tax Receivable Agreement. The 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 September 30, 2020, the Company has determined there is no resulting liability related to the Tax Receivable Agreement arising from the Transactions. Should the Company determine that the Tax Receivable Agreement liability be considered probable at a future date based on new information, any changes will be recorded within earnings at that time.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES Leases The Company is party to various non-cancelable operating lease agreements for certain of the Company’s offices and data centers with lease periods expiring in 2030. Certain of these arrangements have free rent periods or escalating rent payment provisions, and the Company recognizes rent expense under such arrangements on a straight-line basis. Legal Proceedings From time to time, the Company is party to various litigation matters incidental to the conduct of its business. The Company is not presently party to any legal proceedings the resolution of which it believes would have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

Related-Party Transactions	9 Months Ended
Related-Party Transactions	Sep. 30, 2020
Related Party Transactions [Abstract]
Related-Party Transactions	RELATED-PARTY TRANSACTIONS The Company is party to various lease agreements with 214 W Huron LLC, 220 W Huron Street Holdings LLC, and 215 W Superior LLC, each of which are controlled by significant shareholders, to lease its corporate offices in Chicago, Illinois. The Company pays rent, operating expenses, maintenance, and utilities under the terms of the leases. For the three and nine months ended September 30, 2020, the Period from July 1, 2019 through September 12, 2019, the Period from September 13, 2019 through September 30, 2019 and the Period from January 1, 2019 through September 12, 2019, the Company made aggregate lease payments of $0.3 million, $1.0 million, $0.2 million, $0, and $0.8 million, respectively, under these leases. On January 1, 2020, the Company entered into a non-exclusive aircraft dry lease agreement with an entity wholly-owned and controlled by significant shareholders. The agreement allows the Company to use an aircraft owned by this entity for business and on an as-needed basis. The agreement has no set term and is terminable without cause by either party upon 30 days’ prior written notice. Under the agreement, the Company is required to pay $6,063.94 per flight hour for use of the aircraft. For the three and nine months ended September 30, 2020, the Company recorded expense of $0.3 million and $1.1 million under this lease, respectively. On May 12, 2020, the Company entered into a lease agreement with Wilson Tech 5, which is controlled by significant shareholders, for a proposed site in Lindon, Utah, beginning in 2022. The Company will not have access to the leased premises until construction is complete and is not deemed to be the owner during the construction period. This lease agreement expires on May 11, 2030. The Company did not make any lease payments during the three and nine months ended September 30, 2020 under this lease. The initial base annual rent will be approximately $4.6 million beginning in mid-2022.

Operating Segments and Significant Customers

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Operating Segments and Significant Customers

OPERATING SEGMENTS AND SIGNIFICANT CUSTOMERS

Operating Segments

The Company reports segment information based on how the Company’s chief operating decision maker (“CODM”) regularly reviews operating results, allocates resources and makes decisions regarding business operations. The performance measures of the segments include total revenue and profit (loss). The Company’s business structure is comprised of four operating and reportable segments: Medicare Internal, Medicare External, Individual and Family Plan and Other (“IFP and Other”) Internal, and IFP and Other External.

The following table presents summary results of the Company’s operating segments for the periods indicated:


	Successor				Predecessor		Successor				Predecessor
	Three months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from July 1, 2019 through September 12, 2019		Nine months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from January 1, 2019 through September 12, 2019
Revenues:
Medicare:
Internal channel	$	133,723	$	14,208	$	48,872	$	316,211	$	14,208	$	102,196
External channel	20,252		3,865		16,577		77,305		3,865		55,981
Total Medicare	153,975		18,073		65,449		393,516		18,073		158,177
Individual and Family Plan and Other:
Internal channel	6,147		764		11,129		21,798		764		37,909
External channel	3,238		953		10,832		16,113		953		34,924
Total Individual and Family Plan and Other	9,385		1,717		21,961		37,911		1,717		72,833
Total revenues	163,360		19,790		87,410		431,427		19,790		231,010
Segment profit (loss):
Medicare:
Internal channel	49,464		2,500		20,218		123,946		2,500		40,024
External channel	720		734		(4,178)		892		734		4,893
Total Medicare segment profit	50,184		3,234		16,040		124,838		3,234		44,917
Individual and Family Plan and Other:
Internal channel	(245)		(2,446)		1,583		181		(2,446)		2,195
External channel	147		495		378		789		495		1,748
Total Individual and Family Plan and Other segment profit (loss)	(98)		(1,951)		1,961		970		(1,951)		3,943
Total segment profit	50,086		1,283		18,001		125,808		1,283		48,860
Corporate expense (1)	224,368		799		93,353		241,942		799		103,469
Change in fair value of contingent consideration liability	—		—		—		19,700		—		—
Amortization of intangible assets	23,514		4,703		—		70,543		4,703		—
Acquisition related transaction costs	—		6,245		1,968		—		6,245		2,267
Interest expense	8,636		1,289		31		24,378		1,289		140
Other (income) expense	2		(10)		67		(494)		(10)		114
Loss before income taxes	$	(206,434)	$	(11,743)	$	(77,418)	$	(230,261)	$	(11,743)	$	(57,129)

____________

(1)The three and nine months ended September 30, 2020 include $2.8 million and $3.8 million, respectively, of share-based compensation expense related to Time-Vesting Units, stock options and restricted stock units, and $209.3 million of share-based compensation expense associated with the accelerated vesting of the Performance-Vesting Units in connection with the IPO. The Periods from January 1, 2019 through September 12, 2019 and July 1, 2019 through September 12, 2019 include the Class C share-based compensation and incentive share plan expense recorded in connection with the Acquisition, and which totaled $87.1 million.

There are no internal revenue transactions between the Company’s operating segments. Substantially all revenue for the periods presented was generated from customers located in the United States. The Company’s CODM does not separately evaluate assets by segment, and therefore assets by segment are not presented. The Company’s assets are primarily located in the United States.

Significant Customers

The following tables present carriers representing 10% or more of the Company’s total revenue for the periods indicated:


	Successor		Predecessor
	Three months ended September 30, 2020	Period from September 13, 2019 through September 30, 2019	Period from July 1, 2019 through September 12, 2019
Humana	52%	37%	34%
Anthem	26%	34%	31%
United	8%	3%	10%


	Successor		Predecessor
	Nine months ended September 30, 2020	Period from September 13, 2019 through September 30, 2019	Period from January 1, 2019 through September 12, 2019
Humana	45%	37%	31%
Anthem	30%	34%	18%
United	8%	3%	11%

Description of Business and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	Basis of Presentation and Significant Accounting Policies In connection with the Company’s IPO, the Company completed a series of organizational transactions (the “Transactions”). The Transactions included: •The amendment and restatement of the existing limited liability company agreement of GHH, LLC to, among other things, (1) recapitalize all existing ownership interests in GHH, LLC (including profits units awarded under the existing limited liability company agreement of GHH, LLC) and (2) appoint the Company as the sole managing member of GHH, LLC upon its acquisition of LLC Interests in connection with the IPO; •The amendment and restatement of the Company’s certificate of incorporation to, among other things, provide for (1) Class A common stock, with each share of the Company’s Class A common stock entitling its holder to economic rights and one vote per share on all matters presented to stockholders generally and (2) Class B common stock, with each share of the Company’s Class B common stock being a non-economic share but entitling its holder to one vote per share on all matters presented to stockholders generally (provided that shares of Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees); •The issuance of 307,980,070 shares of the Company's Class B common stock, including the issuance of 229,399,322 such shares to the Continuing Equity Owners, which is equal to the number of LLC Interests held directly or indirectly by such Continuing Equity Owners immediately following the Transactions, for nominal consideration; •The issuance of 43,500,000 shares of the Company’s Class A common stock to the purchasers in the IPO in exchange for net proceeds, after taking into account the underwriting discount and offering expenses payable by the Company, of approximately $852.4 million; •The acquisition by the Company of the Blocker Company in a merger transaction (the “Blocker Merger”), which Blocker Company held 45,503,276 LLC interests and a corresponding amount of the Company’s Class B common stock (which shares were cancelled after the Blocker Merger), in exchange for 40,682,961 shares of the Company’s Class A common stock and payment of $96.2 million in cash to Blocker Shareholders; •The use of the remaining net proceeds from the IPO to (i) pay $508.3 million in cash to redeem 25,479,685 LLC Interests held directly or indirectly by the Continuing Equity Owners, (ii) satisfy in full $100.0 million in aggregate face amount of senior preferred earnout units in connection with the Transactions, and (iii) use for general corporate purposes. •The Company entered into (1) a stockholders’ agreement with Centerbridge and NVX Holdings, (2) a registration rights agreement with certain of the Continuing Equity Owners and (3) a tax receivable agreement with GHH, LLC, the Continuing Equity Owners and the Blocker Shareholders. In connection with the IPO, the Company became the sole managing member of GHH, LLC and controls the management of GHH, LLC. As a result, the Company consolidates GHH, LLC’s financial results in its consolidated financial statements and reports a 73.3% non-controlling interest for the economic interest in GHH, LLC held by the Continuing Equity Owners. As of September 30, 2020, the Company owned approximately 26.7% of GHH, LLC. The Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the Transactions have been adjusted to combine the previously separate entities for presentation purposes. GHH, LLC is a holding company with no operating assets or operations and was formed to acquire a 100% equity interest in Norvax, LLC (“Norvax”). On May 6, 2020, Blizzard Parent, LLC changed its name to GoHealth Holdings, LLC. GHH, LLC owns 100% of Blizzard Midco, LLC, which owns 100% of Norvax. For all of the periods reported in these condensed consolidated financial statements, GHH, LLC has not and does not have any material operations on a standalone basis, and all of the operations of GHH, LLC are carried out by Norvax. On August 15, 2019, GHH, LLC entered a series of arrangements to acquire 100% of the equity interest in Norvax. On September 13, 2019, Blizzard Merger Sub LLC, a transitory merger company of Blizzard Midco, LLC, merged into Norvax, with Norvax continuing as the surviving limited liability company and GHH, LLC's operating entity (the “Acquisition”). As a result of the Acquisition, which is discussed further in Note 2 – Acquisition, Norvax was determined to be the accounting acquirer and Norvax’s historical assets and liabilities are reflected at fair value as of the acquisition date. The financial information for the period after September 13, 2019, represents the condensed consolidated financial information of the “Successor” company. Prior to September 13, 2019, the condensed consolidated financial statements include the accounts of the “Predecessor” company. Due to the change in the basis of accounting resulting from the application of the acquisition method of accounting, the Predecessor’s condensed consolidated financial statements and the Successor’s condensed consolidated financial statements are not necessarily comparable. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, but do not include all information and footnote disclosures required under U.S. GAAP for annual financial statements. In the opinion of management, the interim condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented. All intercompany transactions and balances are eliminated in consolidation. These interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the prospectus dated July 14, 2020, filed with the Securities and Exchange Commission (“SEC”) in accordance with Rule 424(b) of the Securities Act of 1933, as amended, on July 16, 2020. Interim results are not necessarily indicative of results for the full fiscal year due to seasonality and other factors.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. There have been no material changes to the Company’s significant accounting policies as discussed in the notes to the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash includes all deposits in banks. The Company maintains its cash balances at financial institutions in the United States and Europe. Cash accounts in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of September 30, 2020 and December 31, 2019, the Company’s cash balances in the United States exceeded the FDIC-insured limits by $294.3 million and $12.0 million, respectively. The Company also has an immaterial amount of cash held in Europe to fund its Slovakian operations. The Company does not believe it is exposed to any significant risk with respect to cash balances.
Concentration of Credit Risk	Concentration of Credit RiskThe Company does not require collateral or other security in granting credit.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount and typically do not bear interest. The Company provides allowances for doubtful accounts related to accounts receivable for estimated losses resulting from the inability of its customers to make required payments. The Company takes into consideration the overall quality of the receivables portfolio, along with specifically identified customer risks in establishing allowances. Accounts receivable are charged off against the allowance for doubtful accounts when it is determined the receivable is uncollectible.
Commissions Receivable and Revenue Recognition	Commissions Receivable Commissions receivable are contract assets that represent estimated variable consideration for renewal commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of commissions receivable are future renewal commissions expected to be received within one year, while the non-current portion of commissions receivable are expected to be received beyond one year. The Company assesses impairment for uncollectible consideration when information available indicates it is probable that an asset has been impaired. There were no impairments recorded during the three and nine months ended September 30, 2020, the period from July 1, 2019 through September 12, 2019, the period from September 13, 2019 through September 30, 2019, or the period from January 1, 2019 through September 12, 2019. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASC 606, requiring an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company is compensated by the receipt of commission payments from health insurance carriers whose health insurance policies are purchased through the Company’s ecommerce platforms or customer care centers. The Company also generates revenue from non-commission revenue sources, which it refers to as enterprise revenue and which include providing dedicated insurance agent resources for carrier-specific programs, sales of insurance leads to other marketing agencies and carriers, and the implementation and use of the Company’s platform. The Company accounts for payments made under certain carrier-specific arrangements as deductions to revenue. The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, the Company recognizes revenue for its services in accordance with the following five steps outlined in ASC 606: •Identification of the contract, or contracts, with a customer. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. Payment of commissions typically commences within 60 days from the policy effective date. Payment terms from non-commission revenue are typically 30 days from the invoice date. •Identification of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. •Determination of the transaction price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. •Allocation of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”) basis. •Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company satisfies performance obligations either over time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised good or service to the customer.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs consist of legal, accounting and other fees relating to the IPO. Deferred offering costs totaling $7.7 million at June 30, 2020, included in prepaid expenses and other assets, were offset against the proceeds upon the completion of the IPO in July 2020. Total offering costs relating to the IPO were $61.1 million, including the underwriting discount.
Commission Revenue	Commission Revenue The Company recognizes commission revenue from the sale of insurance products at the point when carriers approve an insurance application produced by the Company. The Company records as commission revenue the expected amount of commissions received from the insurance carriers and any renewal commissions to be paid on such placement as long as the policyholder remains with the same insurance product. The Company defines its customer to be the health insurance carrier. The Company typically enters into contractual agency relationships with health insurance carriers that are non-exclusive and terminable on short notice by either party for any reason. In addition, health insurance carriers often can terminate or amend agreements unilaterally on short notice, including provisions in agreements relating to the commission rates paid to the Company by the health insurance carriers. The amendment or termination of an agreement the Company has with a health insurance carrier may adversely impact the commissions it is paid on health insurance plans purchased from the carrier. Compensation in the form of commissions is received from insurance carriers for the multiple types of insurance products sold by the Company on behalf of the carriers. For Medicare and non-Medicare eligible products, commission revenue generally represents a percentage of the premium amount expected to be collected by the carrier while the policyholder is enrolled in the insurance product, including renewal periods. The Company’s performance obligation is complete when a carrier has received and approved an insurance application. As such, the Company recognizes revenue at this point in time, which represents the total estimated lifetime commissions it expects to receive for selling the product after the carrier approves an application, net of an estimated constraint. The Company’s consideration is variable based on the amount of time it estimates a policy will remain in force. The Company estimates the amount of variable consideration that it expects to receive based on historical experience or carrier experience to the extent available, industry data, and expectations as to future retention rates. Additionally, the Company considers application of the constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. The Company monitors and updates this estimate at each reporting date. The Company does not have any remaining performance obligations in its commission contracts with customers. The Company utilizes a practical expedient to estimate commission revenue for each insurance product by applying the use of a portfolio approach to group approved members by the effective month of the relevant policy (referred to as a “cohort”). This allows the Company to estimate the commissions it expects to collect for each cohort by evaluating various factors, including but not limited to, contracted commission rates, carrier mix, and expected member churn. The Company’s variable consideration includes estimated and constrained lifetime values as the “constrained LTV” for the plans. The Company’s estimate of commission revenue for each product line is based on a number of assumptions, which include, but are not limited to, estimating conversion of an approved applicant to a paying policyholder, forecasting persistency and forecasting the commission amounts likely to be received per policyholder. These assumptions are based on historical trends and incorporate management’s judgment in interpreting those trends and in applying constraints. On a quarterly basis, the Company re-estimates LTV at a cohort level for outstanding cohorts, reviews and monitors changes in the data used to estimate LTV, as well as the cash received for each cohort as compared to the original estimates. The difference between cash received for each cohort and the respective estimated LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period cohorts. Changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or decrease to commissions receivable. The Company analyzes these differences and, to the extent the Company believes differences in the estimates of the cash received are indicative of an increase or decrease to prior period LTVs, the Company will adjust revenue for the affected cohorts 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 and nine months ended September 30, 2020, the Company did not recognize any revenue adjustment related to prior period cohorts.
Other Revenue	Enterprise Revenue The Company refers to all non-commission revenue collectively as enterprise revenue, which includes the services and products described below. Within the Company’s Medicare and Individual Family Plans, or IFP and Other segments, the Company provides trained licensed agents dedicated to carrier programs that assist in producing health insurance policies, typically prior to and during the annual enrollment period. The Company is compensated for the hours incurred on the carrier program at the time hours are incurred as well as performance-based enrollment fees relating to the Company enrolling individuals into health insurance plans. The Company recognizes revenue as control transfers over the term of the contract. The Company recognizes revenue at a point in time resulting from the sale of leads to third parties and independent agents. The Company generates this revenue through the sale of leads sourced through its marketing efforts. The Company provides certain customers access to its technology platform, where it charges for the implementation and monthly access to the software. This application allows carriers the use of the Company’s e-commerce platform to offer their own health insurance policies on their websites and agents to utilize the Company’s technology to power their online quoting, content and application submission processes. Typically, the Company is paid a one-time implementation fee, which it recognizes as control is transferred on a straight-line basis over the estimated term of the customer relationship (generally the initial term of the agreement), commencing once the technology is available for use by the third party. The Company also provides services to its members and other customers in the Medicare—Internal and External segments related to its Encompass Platform. The Encompass Platform offerings include value-based care provider engagement, health risk assessments, social determinants of health screening, and preferred pharmacy programs. The Company recognizes revenue as it satisfies the related performance obligation. Additionally, the Company earns development funds, based on delivering call volumes or providing marketing services to certain insurance carriers. The Company recognizes revenue as it satisfies the related performance obligation.
Seasonality	Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in its fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. As a result, the Company’s Medicare plan-related commission revenue is typically highest in the Company’s fourth quarter. The majority of the Company’s individual and family health insurance plans are sold in its fourth quarter during the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of the open enrollment period, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. As a result, the Company’s individual and family plan-related commission revenue is typically highest in the Company’s fourth quarter.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820), which amended the disclosure requirements under ASC 820. This update clarifies and unifies the disclosure of Level 3 fair value instruments. This guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, although early adoption is permitted for either the entire standard or only the provisions that eliminate or modify the requirements. The Company adopted this standard on January 1, 2020, and the adoption did not have a material effect on our condensed consolidated financial statements. In June 2018, the FASB issued ASU 2018-7, Stock Compensation – Improvements to Nonemployee Share-Based Payment Accounting (Topic 718). This guidance expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Per ASU 2019-8, issued November 2019, the guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted this standard on January 1, 2020, and the adoption did not have a material effect on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842). The guidance specifies that lessees will need to recognize a right-of-use asset and a lease liability for virtually all their leases except those which meet the definition of a short-term lease. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or financing. Classification will be based on criteria that are similar to those applied in current lease accounting, but without explicit bright lines. Per ASU 2020-5, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, issued June 2020, the guidance in ASU 2016-2, as amended, is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its condensed consolidated financial statements. In November 2019, the FASB issued ASU 2019-11, Financial Instruments – Credit Losses (Topic 326), which amends the guidance for accounting for assets that are potentially subject to credit risk. The amendments affect contract assets, loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. Per ASU 2019-10, issued November 2019, the guidance is effective for annual and interim periods beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its condensed consolidated financial statements.

Description of Business and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Summary of Disaggregation of Revenue

The table below depicts the disaggregation of revenue by product, and is consistent with how the Company evaluates its financial performance:


	Successor				Predecessor		Successor				Predecessor
	Three months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from July 1, 2019 through September 12, 2019		Nine months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from January 1, 2019 through September 12, 2019
Commission revenue:
Medicare
Medicare Advantage	$	95,334	$	12,543	$	47,765	$	282,251	$	12,543	$	119,828
Medicare Supplement	1,083		633		2,366		5,237		633		9,354
Prescription Drug Plans	414		90		439		1,409		90		1,486
Total Medicare	96,831		13,266		50,570		288,897		13,266		130,668
Individual and Family Plan:
Fixed Indemnity	2,699		(301)		11,219		13,296		(301)		35,320
Short Term	957		213		846		4,259		213		2,906
Major Medical	98		11		81		336		11		412
Total Individual and Family Plan	3,754		(77)		12,146		17,891		(77)		38,638
Ancillary	718		471		1,478		2,977		471		5,483
Small Group	87		63		348		741		63		1,045
Total Commission Revenue	101,390		13,723		64,542		310,506		13,723		175,834
Enterprise Revenue	61,970		6,067		22,868		120,921		6,067		55,176
Net Revenues	$	163,360	$	19,790	$	87,410	$	431,427	$	19,790	$	231,010

Acquisition (Tables)

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Summary of Purchase Consideration

The elements of the purchase consideration are as follows:


Cash paid	$	807,591
Fair value of GHH, LLC Class A and B Common Units issued	306,000
Fair value of contingent consideration liability	172,000
Total consideration	$	1,285,591

Summary of Purchase Price Allocation

The components of the purchase price allocation are as follows:


Net working capital	$	18,787
Commission receivable – non-current	113,565
Property and equipment	4,442
Other noncurrent assets	218
Other noncurrent liabilities	(963)
Trade names	83,000
Developed technology	496,000
Customer relationships	232,000
Goodwill	386,553
Deferred revenue	(3,283)
Commissions payable – non-current	(44,728)
Total consideration transferred	$	1,285,591

Balance Sheet Accounts (Tables)

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Summary of Commissions Receivable Activity

Commissions receivable activity is summarized as follows:


	Successor
	Nine Months Ended September 30, 2020
Balance at December 31, 2019	$	382,931
Commission revenue for the period	310,506
Cash receipts for the period	(192,618)
Balance at September 30, 2020	500,819
Less: Commissions receivable – current	95,122
Commissions receivable – non-current	$	405,697

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Changes to the Fair value of the Contingent Consideration

The following table sets forth the changes to the fair value of the contingent consideration for the nine months ended September 30, 2020.


	Successor
	Nine Months Ended September 30, 2020
Balance at December 31, 2019	$	242,700
Settlement of 2019 earnout	(200,000)
2020 earnout fair value adjustment	19,700
Settlement of 2020 earnout	(62,400)
Balance at September 30, 2020	$	—

Goodwill And Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Definite-lived Amortizable Intangible Assets


	September 30, 2020 (Successor)
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	74,400	$	421,600
Customer relationships	232,000		24,360		207,640
Total intangible assets subject to amortization	$	728,000	$	98,760	$	629,240
Indefinite-lived trademarks					83,000
Total intangible assets					$	712,240


	December 31, 2019 (Successor)
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	21,257	$	474,743
Customer relationships	232,000		6,960		225,040
Total intangible assets subject to amortization	$	728,000	$	28,217	$	699,783
Indefinite-lived trademarks					83,000
Total intangible assets					$	782,783

Schedule of Indefinite-lived Intangible Trademarks


	September 30, 2020 (Successor)
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	74,400	$	421,600
Customer relationships	232,000		24,360		207,640
Total intangible assets subject to amortization	$	728,000	$	98,760	$	629,240
Indefinite-lived trademarks					83,000
Total intangible assets					$	712,240


	December 31, 2019 (Successor)
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	21,257	$	474,743
Customer relationships	232,000		6,960		225,040
Total intangible assets subject to amortization	$	728,000	$	28,217	$	699,783
Indefinite-lived trademarks					83,000
Total intangible assets					$	782,783

Long Term Debt (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Summary of Company's Long-term Debt

The Company’s long-term debt consisted of the following:


	Successor September 30, 2020		Successor December 31, 2019
Credit Facility	$	413,415	$	299,250
Less: unamortized debt discount and issuance costs	(12,428)		(8,017)
Total debt	400,987		291,233
Less: current portion	(4,170)		(3,000)
Total long-term debt	$	396,817	$	288,233

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 45
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 505
-SubTopic 10
-Section 50
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Share-Based Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2020

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:


	Successor				Predecessor		Successor				Predecessor
	Three months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from July 1, 2019 through September 12, 2019		Nine months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from January 1, 2019 through September 12, 2019
Marketing and advertising	$	24,709	$	—	$	1,674	$	24,829	$	—	$	1,674
Customer care and enrollment	11,993		—		—		12,050		—		—
Technology	32,748		—		27,059		32,907		—		27,059
General and administrative	142,620		—		58,327		143,360		—		58,327
Total share-based compensation expense	$	212,070	$	—	$	87,060	$	213,146	$	—	$	87,060

Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2020

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:


	Successor		Successor
	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
Numerator:
Net loss	$	(206,496)	$	(230,299)
Less: Net loss attributable to GoHealth, Inc. prior to the IPO	(1,662)		(25,465)
Less: Net loss attributable to non-controlling interests subsequent to the IPO	(150,076)		(150,076)
Net loss attributable to GoHealth, Inc.	$	(54,758)	$	(54,758)
Denominator:
Weighted-average shares of Class A common stock outstanding—basic	84,182,961		84,182,961
Effect of dilutive securities	—		—
Weighted-average shares of Class A common stock outstanding—diluted	84,182,961		84,182,961
Net loss per share of Class A common stock—basic and diluted	$	(0.65)	$	(0.65)

Schedule of Antidilutive Securities Excluded From Calculation of Diluted Loss Per Share


	Successor	Successor
	Three Months Ended September 30, 2020	Nine Months Ended September 30, 2020
Stock options and RSUs	2,672,641	2,672,641
Class B common stock	236,997,109	236,997,109

Operating Segments and Significant Customers (Tables)

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Summary of Reconciliation of Operating Profit (Loss) From Segments to Consolidated

The following table presents summary results of the Company’s operating segments for the periods indicated:


	Successor				Predecessor		Successor				Predecessor
	Three months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from July 1, 2019 through September 12, 2019		Nine months ended September 30, 2020		Period from September 13, 2019 through September 30, 2019		Period from January 1, 2019 through September 12, 2019
Revenues:
Medicare:
Internal channel	$	133,723	$	14,208	$	48,872	$	316,211	$	14,208	$	102,196
External channel	20,252		3,865		16,577		77,305		3,865		55,981
Total Medicare	153,975		18,073		65,449		393,516		18,073		158,177
Individual and Family Plan and Other:
Internal channel	6,147		764		11,129		21,798		764		37,909
External channel	3,238		953		10,832		16,113		953		34,924
Total Individual and Family Plan and Other	9,385		1,717		21,961		37,911		1,717		72,833
Total revenues	163,360		19,790		87,410		431,427		19,790		231,010
Segment profit (loss):
Medicare:
Internal channel	49,464		2,500		20,218		123,946		2,500		40,024
External channel	720		734		(4,178)		892		734		4,893
Total Medicare segment profit	50,184		3,234		16,040		124,838		3,234		44,917
Individual and Family Plan and Other:
Internal channel	(245)		(2,446)		1,583		181		(2,446)		2,195
External channel	147		495		378		789		495		1,748
Total Individual and Family Plan and Other segment profit (loss)	(98)		(1,951)		1,961		970		(1,951)		3,943
Total segment profit	50,086		1,283		18,001		125,808		1,283		48,860
Corporate expense (1)	224,368		799		93,353		241,942		799		103,469
Change in fair value of contingent consideration liability	—		—		—		19,700		—		—
Amortization of intangible assets	23,514		4,703		—		70,543		4,703		—
Acquisition related transaction costs	—		6,245		1,968		—		6,245		2,267
Interest expense	8,636		1,289		31		24,378		1,289		140
Other (income) expense	2		(10)		67		(494)		(10)		114
Loss before income taxes	$	(206,434)	$	(11,743)	$	(77,418)	$	(230,261)	$	(11,743)	$	(57,129)

____________

Summary of Revenue by Major Customers by Reporting Segments

The following tables present carriers representing 10% or more of the Company’s total revenue for the periods indicated:


	Successor		Predecessor
	Three months ended September 30, 2020	Period from September 13, 2019 through September 30, 2019	Period from July 1, 2019 through September 12, 2019
Humana	52%	37%	34%
Anthem	26%	34%	31%
United	8%	3%	10%


	Successor		Predecessor
	Nine months ended September 30, 2020	Period from September 13, 2019 through September 30, 2019	Period from January 1, 2019 through September 12, 2019
Humana	45%	37%	31%
Anthem	30%	34%	18%
United	8%	3%	11%

Description of Business and Significant Accounting Policies - Narrative (Details)		1 Months Ended		2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended	12 Months Ended
	Jul. 17, 2020 USD ($) vote $ / shares shares	Jul. 31, 2020 vote	Sep. 30, 2019 USD ($)	Sep. 12, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 12, 2019 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jun. 30, 2020 USD ($)	May 06, 2020	Aug. 15, 2019
Class of Stock [Line Items]
Proceeds from initial public offering			$ 0				$ 852,407,000
Payment of partial consideration of the Blocker Merger			0				96,165,000
Payments to redeem LLC Interests	$ 508,300,000		0				508,320,000
LLC Interests Redeemed (in shares) \| shares	25,479,685
Payments for equity instruments	$ 100,000,000.0		0				100,000,000
Cash, uninsured amount					$ 294,300,000		294,300,000	$ 12,000,000.0
Accounts receivable					7,921,000		7,921,000	$ 24,461,000
Commissions receivable impairment loss			$ 0	$ 0	0	$ 0	0
Deferred offering costs					61,100,000		61,100,000		$ 7,700,000
Revenue recognized that was previously deferred							$ 14,800,000
Minimum
Class of Stock [Line Items]
Deferred revenue recognition period							3 months
Maximum
Class of Stock [Line Items]
Deferred revenue recognition period							6 months
Commission
Class of Stock [Line Items]
Payment terms							60 days
Enterprise
Class of Stock [Line Items]
Payment terms							30 days
Accounts receivable \| Customer concentration risk \| Three customers
Class of Stock [Line Items]
Concentration risk, percentage							94.00%
Accounts receivable					$ 7,500,000		$ 7,500,000
Accounts receivable \| Customer concentration risk \| Five customers
Class of Stock [Line Items]
Concentration risk, percentage								87.00%
Accounts receivable								$ 21,200,000
Blocker Company
Class of Stock [Line Items]
LLC interests held (in shares) \| shares	45,503,276
Norvax \| GHH, LLC
Class of Stock [Line Items]
Equity method investment ownership percentage					100.00%		100.00%				100.00%
Norvax \| Blizzard Midco
Class of Stock [Line Items]
Equity method investment ownership percentage										100.00%
Blizzard Midco \| GHH, LLC
Class of Stock [Line Items]
Equity method investment ownership percentage										100.00%
GHH, LLC
Class of Stock [Line Items]
Noncontrolling interest parent ownership percentage					73.30%		73.30%
Noncontrolling interest ownership percentage					26.70%		26.70%
Blocker Merger
Class of Stock [Line Items]
Payment of partial consideration of the Blocker Merger	$ 96,200,000
Class A common stock
Class of Stock [Line Items]
Number of votes per common share held \| vote	1	1
Class A common stock \| Blocker Merger
Class of Stock [Line Items]
Business combination equity interest Issued (in shares) \| shares	40,682,961
Class A common stock \| IPO
Class of Stock [Line Items]
Shares issued during the period (in shares) \| shares	43,500,000
Share issue price (in dollars per share) \| $ / shares	$ 21.00
Proceeds from initial public offering	$ 852,400,000
Class B common stock
Class of Stock [Line Items]
Number of votes per common share held \| vote	1	1
Stock issued for continuing equity owners (in shares) \| shares	307,980,070
Class B common stock \| Continuing Equity Owners
Class of Stock [Line Items]
Stock issued for continuing equity owners (in shares) \| shares	229,399,322

Description of Business and Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 12, 2019	Sep. 30, 2020	Sep. 12, 2019	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
Net revenues	$ 19,790	$ 87,410	$ 163,360	$ 231,010	$ 431,427
Commission
Disaggregation of Revenue [Line Items]
Net revenues	13,723	64,542	101,390	175,834	310,506
Enterprise
Disaggregation of Revenue [Line Items]
Net revenues	6,067	22,868	61,970	55,176	120,921
Total Medicare
Disaggregation of Revenue [Line Items]
Net revenues	13,266	50,570	96,831	130,668	288,897
Total Medicare \| Medicare Advantage
Disaggregation of Revenue [Line Items]
Net revenues	12,543	47,765	95,334	119,828	282,251
Total Medicare \| Medicare Supplement
Disaggregation of Revenue [Line Items]
Net revenues	633	2,366	1,083	9,354	5,237
Total Medicare \| Prescription Drug Plans
Disaggregation of Revenue [Line Items]
Net revenues	90	439	414	1,486	1,409
Individual and Family Plan
Disaggregation of Revenue [Line Items]
Net revenues	(77)	12,146	3,754	38,638	17,891
Individual and Family Plan \| Fixed Indemnity
Disaggregation of Revenue [Line Items]
Net revenues	(301)	11,219	2,699	35,320	13,296
Individual and Family Plan \| Short Term
Disaggregation of Revenue [Line Items]
Net revenues	213	846	957	2,906	4,259
Individual and Family Plan \| Major Medical
Disaggregation of Revenue [Line Items]
Net revenues	11	81	98	412	336
Ancillary
Disaggregation of Revenue [Line Items]
Net revenues	471	1,478	718	5,483	2,977
Small Group
Disaggregation of Revenue [Line Items]
Net revenues	$ 63	$ 348	$ 87	$ 1,045	$ 741

Acquisition - Narrative (Details) - USD ($) $ in Thousands	May 15, 2020	Sep. 13, 2019	Sep. 30, 2020	Jul. 17, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Contingent consideration			$ 0		$ 242,700
Norvax \| 2019 Earnout
Business Acquisition [Line Items]
Payment of contingent consideration in cash	$ 100,000
Norvax \| 2020 Earnout
Business Acquisition [Line Items]
Contingent consideration				$ 62,400
Norvax \| GHH, LLC
Business Acquisition [Line Items]
Percentage of voting interest acquired		100.00%
Cash consideration paid		$ 807,591
Consideration payable as shares		306,000
Maximum contingent consideration		275,000
Fair value of contingent consideration liability		$ 172,000
Contingent consideration, settlement period		60 days
Coupon rate		10.30%
Norvax \| GHH, LLC \| 2019 Earnout
Business Acquisition [Line Items]
Settlement of contingent consideration, shares issued, value	$ 200,000
Norvax \| Class A Common Units \| GHH, LLC \| 2019 Earnout
Business Acquisition [Line Items]
Issuance of Common Units (in shares)	113,407,000
Norvax \| Class B Common Units \| GHH, LLC \| 2019 Earnout
Business Acquisition [Line Items]
Issuance of Common Units (in shares)	48,644,750
Norvax \| Preferred Units \| GHH, LLC \| 2019 Earnout
Business Acquisition [Line Items]
Issuance of Senior Preferred Earnout Units (in shares)	100,000,000

Acquisition - Summary of Purchase Consideration (Details) - Norvax - GHH, LLC $ in Thousands	Sep. 13, 2019 USD ($)
Business Combination Components of Purchase Consideration [Line Items]
Cash paid	$ 807,591
Fair value of GHH, LLC Class A and B Common Units issued	306,000
Fair value of contingent consideration liability	172,000
Total consideration	$ 1,285,591

Acquisition - Summary of Allocation of Purchase Price (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 13, 2019
Business Acquisition [Line Items]
Goodwill	$ 386,553	$ 386,553
Norvax
Business Acquisition [Line Items]
Net working capital			$ 18,787
Commission receivable – non-current			113,565
Property and equipment			4,442
Other noncurrent assets			218
Other noncurrent liabilities			(963)
Goodwill			386,553
Deferred revenue			(3,283)
Commissions payable – non-current			(44,728)
Total consideration transferred			1,285,591
Norvax \| Trade names
Business Acquisition [Line Items]
Finite-lived intangibles			83,000
Norvax \| Developed technology
Business Acquisition [Line Items]
Finite-lived intangibles			496,000
Norvax \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangibles			$ 232,000

Balance Sheet Accounts (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
Balance Sheet Accounts (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 12, 2019	Sep. 30, 2020	Sep. 12, 2019	Sep. 30, 2020	Dec. 31, 2019
Contract with Customer, Asset [Roll Forward]
Commission revenue for the period	$ 19,790	$ 87,410	$ 163,360	$ 231,010	$ 431,427
Less: Commissions receivable – current			95,122		95,122	$ 101,078
Commissions receivable – non-current			405,697		405,697	$ 281,853
Commission
Contract with Customer, Asset [Roll Forward]
Beginning balance					382,931
Commission revenue for the period	$ 13,723	$ 64,542	101,390	$ 175,834	310,506
Cash receipts for the period					(192,618)
Ending balance			500,819		500,819
Less: Commissions receivable – current			95,122		95,122
Commissions receivable – non-current			$ 405,697		$ 405,697

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands		9 Months Ended
	Jul. 17, 2020	Sep. 30, 2020
Contingent consideration \| 2020 Earnout
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Settlement	$ 64,200	$ 62,400

Fair Value Measurements - Summary of Fair value of the Contingent Consideration (Details) - Contingent consideration - USD ($) $ in Thousands		9 Months Ended
	Jul. 17, 2020	Sep. 30, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		$ 242,700
Ending balance		0
2019 Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Settlement		(200,000)
2020 Earnout
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Settlement	$ (64,200)	(62,400)
2020 earnout fair value adjustment		$ 19,700

Goodwill And Intangible Assets, Net - Summary of Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 728,000	$ 728,000
Accumulated Amortization	98,760	28,217
Net Carrying Amount	629,240	699,783
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Total intangible assets	712,240	782,783
Trademarks
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived trademarks	83,000	83,000
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	496,000	496,000
Accumulated Amortization	74,400	21,257
Net Carrying Amount	421,600	474,743
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	232,000	232,000
Accumulated Amortization	24,360	6,960
Net Carrying Amount	$ 207,640	$ 225,040

Goodwill And Intangible Assets, Net - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of intangible assets including goodwill	$ 0	$ 0	$ 0

Long Term Debt - Summary of Long Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Credit Facility	$ 413,415	$ 299,250
Less: unamortized debt discount and issuance costs	(12,428)	(8,017)
Total debt	400,987	291,233
Less: current portion	(4,170)	(3,000)
Total long-term debt	$ 396,817	$ 288,233

Long Term Debt - Narrative (Details) - USD ($)		3 Months Ended	8 Months Ended	9 Months Ended
Long Term Debt - Narrative (Details) - USD ($)	Mar. 23, 2020	Sep. 30, 2020	Sep. 12, 2019	Sep. 30, 2020	Jun. 11, 2020	May 07, 2020	Mar. 20, 2020	Dec. 31, 2019	Sep. 13, 2019
Debt Instrument [Line Items]
Shares issued during the period, value		$ 852,407,000		$ 852,407,000
Credit Agreement
Debt Instrument [Line Items]
Mandatory prepayment as a percentage of assets sold				100.00%
Mandatory prepayment, no prepayment required if net proceeds are invested (or committed to be invested), period post receipt of net proceeds				12 months
Credit Agreement \| Prepayment Percentage One
Debt Instrument [Line Items]
Prepayment as a percentage of principal amount outstanding				50.00%
Credit Agreement \| Prepayment Percentage One \| Minimum
Debt Instrument [Line Items]
Net debt to leverage ratio				4.50
Credit Agreement \| Prepayment Percentage Two
Debt Instrument [Line Items]
Prepayment as a percentage of principal amount outstanding				25.00%
Credit Agreement \| Prepayment Percentage Two \| Minimum
Debt Instrument [Line Items]
Net debt to leverage ratio				4.00
Credit Agreement \| Prepayment Percentage Two \| Maximum
Debt Instrument [Line Items]
Net debt to leverage ratio				4.50
Credit Agreement \| Prepayment Percentage Three
Debt Instrument [Line Items]
Prepayment as a percentage of principal amount outstanding				0.00%
Credit Agreement \| Prepayment Percentage Three \| Maximum
Debt Instrument [Line Items]
Net debt to leverage ratio				4.00
Credit Agreement \| LIBOR
Debt Instrument [Line Items]
Debt instrument variable interest rate spread				6.50%
Credit Agreement \| Class B common stock
Debt Instrument [Line Items]
Shares issued during the period (in shares)	6,666,667
Shares issued during the period, value	$ 10,000,000.0
Credit Agreement \| Term Loan Facility \| Alternate Base Rate
Debt Instrument [Line Items]
Debt instrument variable interest rate spread				5.50%
Term Loan
Debt Instrument [Line Items]
Debt Instrument, effective interest rate		7.50%		7.50%				8.40%
Term Loan \| Term Loan Facility
Debt Instrument [Line Items]
Credit facility, aggregate principal amount									$ 300,000,000.0
Debt issuance costs		$ 9,300,000		$ 9,300,000
Amount outstanding		297,000,000.0		$ 297,000,000.0
Mandatory prepayment as a percentage of amount raised on debt issue				100.00%
Debt instrument periodic payment percentage				0.25%
Term Loan \| Incremental Term Loan Facility
Debt Instrument [Line Items]
Credit facility, aggregate principal amount							$ 117,000,000.0
Debt issuance costs		6,000,000.0		$ 6,000,000.0
Amount outstanding		116,400,000		$ 116,400,000
Mandatory prepayment as a percentage of amount raised on debt issue				100.00%
Debt instrument periodic payment percentage				0.25%
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit remaining borrowing capacity		58,000,000.0		$ 58,000,000.0
Revolving Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility, aggregate principal amount									$ 30,000,000.0
Amount outstanding		0		$ 0
Commitment fee percentage due to unused commitments				0.50%
Revolving Credit Facility \| Incremental Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility, aggregate principal amount						$ 20,000,000.0
Debt issuance costs		200,000		$ 200,000
Amount outstanding		0		$ 0
Commitment fee percentage due to unused commitments				0.50%
Revolving Credit Facility \| Incremental No.3 Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility, aggregate principal amount					$ 8,000,000.0
Debt issuance costs		100,000		$ 100,000
Amount outstanding		$ 0		$ 0
Commitment fee percentage due to unused commitments				0.50%
Revolving Credit Facility \| Predecessor Credit Facility \| Norvax
Debt Instrument [Line Items]
Line of credit current borrowing capacity			$ 16,000,000.0
Line of credit current borrowing capacity as a percentage of trade receivables			80.00%
Line of credit current borrowing capacity as a percentage of enrollment and commisson fees earned			40.00%
Revolving Credit Facility \| Predecessor Credit Facility \| LIBOR \| Norvax
Debt Instrument [Line Items]
Debt instrument variable interest rate spread			2.50%
Revolving Credit Facility \| Predecessor Credit Facility \| Prime Rate \| Norvax
Debt Instrument [Line Items]
Debt instrument variable interest rate spread			(0.50%)

Stockholders' And Members' Equity (Details) $ / shares in Units, $ in Thousands		1 Months Ended	2 Months Ended	8 Months Ended
	Jul. 17, 2020 vote	Jul. 31, 2020 vote $ / shares shares	Sep. 12, 2019 USD ($) $ / shares	Sep. 12, 2019 USD ($) $ / shares	Sep. 30, 2020 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares) \| shares		20,000,000			20,000,000
Preferred stock, par value (in dollars per share)		$ 0.0001			$ 0.0001
Ratio between the number of shares of Class A common stock issued and the number of LLC Interests owned		1
Tax distribution to Class A and Class B unit holders, percent				45.00%
Percentage voting rights of common stock (less than)			50.00%	50.00%
Liquidation proceeds per unit (in dollars per share)			$ 10.0	$ 10.0
Redeemable Class B unit accretion \| $			$ 8,405	$ 138,404
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
Common stock, par value (in dollars per share)		$ 0.0001			$ 0.0001
Number of votes per common share held \| vote	1	1
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares		690,000,000			619,003,717
Common stock, par value (in dollars per share)		$ 0.0001			$ 0.0001
Number of votes per common share held \| vote	1	1

Share-Based Compensation Plans - Summary of Share-Based Compensation Expenses by Operating Function (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 12, 2019	Sep. 30, 2020	Sep. 12, 2019	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
Total share-based compensation expense	$ 0	$ 87,060	$ 212,070	$ 87,060	$ 213,146
Marketing and advertising
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	0	1,674	24,709	1,674	24,829
Customer care and enrollment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	0	0	11,993	0	12,050
Technology
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	0	27,059	32,748	27,059	32,907
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 0	$ 58,327	$ 142,620	$ 58,327	$ 143,360

Share-Based Compensation Plans - Narrative (Details) $ in Thousands				1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Jul. 17, 2020 shares	Jul. 14, 2020 shares	Sep. 13, 2019	Sep. 30, 2019 USD ($)	Sep. 12, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 12, 2019 USD ($)	Sep. 30, 2020 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ratio of LLC Interests to Class B common stock	1
Share-based compensation expense \| $				$ 0	$ 87,060	$ 212,070	$ 87,060	$ 213,146
Norvax \| GHH, LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of voting interest acquired			100.00%
2020 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares)		6,465,359
Maximum annual increase in shares initially available for issuance, percentage of shares of Class A common stock outstanding on final day of immediately preceding calendar year		5.00%
Options, grants in period (in shares)	2,432,270
Restricted stock units, grants in period (in shares)	303,637
Class C Incentive Plan \| Norvax
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense \| $					73,900
Class C Incentive Plan \| Norvax \| GHH, LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of voting interest acquired			100.00%
Incentive Share Plan \| Norvax
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense \| $					$ 13,100		$ 13,100
Incentive Share Plan \| Norvax \| GHH, LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of voting interest acquired			100.00%
Profit Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based awards granted (in shares)								1,464,674
Time-Vesting Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award			33.33%
Share based awards granted (in shares)								944,353
Requisite service period			5 years
Time-Vesting Units \| Vesting Installment One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			20.00%
Time-Vesting Units \| Vesting Installment Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			20.00%
Time-Vesting Units \| Vesting Installment Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			20.00%
Time-Vesting Units \| Vesting Installment Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			20.00%
Time-Vesting Units \| Vesting Installment Five
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage			20.00%
Performance-Vesting Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award			66.67%
Share based awards granted (in shares)								520,321
Accelerated vesting, number of awards (in shares)	14,353,431
Accelerated vesting, related compensation expense \| $						$ 209,300

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, $ in Thousands

1 Months Ended

2 Months Ended

3 Months Ended

8 Months Ended

9 Months Ended

Sep. 30, 2019

Sep. 12, 2019

Sep. 30, 2020

Sep. 12, 2019

Sep. 30, 2020

Numerator:

Net loss

$ (11,706)

$ (77,340)

$ (206,496)

$ (57,063)

$ (230,299)

Less: Net loss attributable to GoHealth, Inc. prior to the IPO

(1,662)

(25,465)

Less: Net loss attributable to non-controlling interests subsequent to the IPO

$ 0

(150,076)

$ 0

(150,076)

Net loss attributable to GoHealth, Inc.

$ (54,758)

Denominator:

Weighted-average shares of Class A common stock outstanding—basic (in shares)

84,182,961

Effect of dilutive securities (in shares)

Weighted-average shares of Class A common stock outstanding—diluted (in shares)

84,182,961

Net loss per share of Class A common stock—basic and diluted (in dollars per share)

^[1]

$ (0.65)

[1]	Net loss per share of Class A common stock—basic and diluted is the same for both the three and nine months ended September 30, 2020 as both periods are based on the post-IPO net loss from July 17, 2020 to September 30, 2020.

Loss Per Share - Antidilutive Securities (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Stock options and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average potentially dilutive shares excluded from calculation of diluted loss per share because effect would be antidilutive (in shares)	2,672,641	2,672,641
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)	236,997,109	236,997,109

Income Taxes - (Details)	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
Income Taxes - (Details)	Sep. 30, 2019	Sep. 12, 2019	Sep. 30, 2020	Sep. 12, 2019	Sep. 30, 2020	Jul. 17, 2020
Income Tax Disclosure [Abstract]
Effective tax rate	0.32%	0.10%	(0.03%)	0.12%	(0.02%)
Tax Receivable Agreement, payment, percent of amount of tax benefits realized or deemed to realize						85.00%

Related-Party Transactions (Details) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
Related-Party Transactions (Details) - USD ($)	Sep. 30, 2019	Sep. 12, 2019	Sep. 30, 2020	Sep. 12, 2019	Sep. 30, 2020
Related Party Transaction [Line Items]
Lease payments	$ 0	$ 200,000	$ 300,000	$ 800,000	$ 1,000,000.0
Wilson Tech Five
Related Party Transaction [Line Items]
Lease payments			0		0
Initial base rent					$ 4,600,000
Non-Exclusive Aircraft Dry Lease Agreement
Related Party Transaction [Line Items]
Agreement terminable without cause by either party, period of required prior written notice					30 days
Amount required to pay per flight hour for use of aircraft			6,063.94		$ 6,063.94
Lease expenses incurred			$ 300,000		$ 1,100,000

Operating Segments and Significant Customers - Narrative (Details)	9 Months Ended
	Sep. 30, 2020 segment
Segment Reporting [Abstract]
Number of operating segments	4
Number of reportable segments	4

Operating Segments and Significant Customers - Summary of Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 12, 2019	Sep. 30, 2020	Sep. 12, 2019	Sep. 30, 2020
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
Revenues:
Total revenues	$ 19,790	$ 87,410	$ 163,360	$ 231,010	$ 431,427
Segment profit (loss):
Total segment profit	(10,464)	(77,320)	(197,796)	(56,875)	(206,377)
Change in fair value of contingent consideration liability	0	0	0	0	19,700
Amortization of intangible assets	4,703	0	23,514	0	70,543
Acquisition related transaction costs	6,245	1,968	0	2,267	0
Interest expense	1,289	31	8,636	140	24,378
Other (income) expense	(10)	67	2	114	(494)
Loss before income taxes	(11,743)	(77,418)	(206,434)	(57,129)	(230,261)
Share-based compensation expense	0	87,060	212,070	87,060	213,146
Performance-Vesting Units
Segment profit (loss):
Accelerated vesting, related compensation expense			209,300
Operating Segments
Revenues:
Total revenues	19,790	87,410	163,360	231,010	431,427
Segment profit (loss):
Total segment profit	1,283	18,001	50,086	48,860	125,808
Segment Reconciling Items
Segment profit (loss):
Corporate expense (1)	799	93,353	224,368	103,469	241,942
Change in fair value of contingent consideration liability	0	0	0	0	19,700
Amortization of intangible assets	4,703	0	23,514	0	70,543
Acquisition related transaction costs	6,245	1,968	0	2,267	0
Interest expense	1,289	31	8,636	140	24,378
Other (income) expense	(10)	67	2	114	(494)
Share-based compensation expense		87,100	2,800	87,100	3,800
Segment Reconciling Items \| Performance-Vesting Units
Segment profit (loss):
Accelerated vesting, related compensation expense			209,300		209,300
Total Medicare
Revenues:
Total revenues	13,266	50,570	96,831	130,668	288,897
Total Medicare \| Operating Segments
Revenues:
Total revenues	18,073	65,449	153,975	158,177	393,516
Segment profit (loss):
Total segment profit	3,234	16,040	50,184	44,917	124,838
Internal channel \| Operating Segments
Revenues:
Total revenues	14,208	48,872	133,723	102,196	316,211
Segment profit (loss):
Total segment profit	2,500	20,218	49,464	40,024	123,946
External channel \| Operating Segments
Revenues:
Total revenues	3,865	16,577	20,252	55,981	77,305
Segment profit (loss):
Total segment profit	734	(4,178)	720	4,893	892
Total Individual and Family Plan and Other \| Operating Segments
Revenues:
Total revenues	1,717	21,961	9,385	72,833	37,911
Segment profit (loss):
Total segment profit	(1,951)	1,961	(98)	3,943	970
Internal channel \| Operating Segments
Revenues:
Total revenues	764	11,129	6,147	37,909	21,798
Segment profit (loss):
Total segment profit	(2,446)	1,583	(245)	2,195	181
External channel \| Operating Segments
Revenues:
Total revenues	953	10,832	3,238	34,924	16,113
Segment profit (loss):
Total segment profit	$ 495	$ 378	$ 147	$ 1,748	$ 789

Operating Segments and Significant Customers - Summary of Revenue by Major Customers by Reporting Segments (Details)	1 Months Ended	2 Months Ended	3 Months Ended	8 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 12, 2019	Sep. 30, 2020	Sep. 12, 2019	Sep. 30, 2020
Revenue, Major Customer [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
Humana \| Sales revenue
Revenue, Major Customer [Line Items]
Revenue reported by segment, percent	37.00%	34.00%	52.00%	31.00%	45.00%
Anthem \| Sales revenue
Revenue, Major Customer [Line Items]
Revenue reported by segment, percent	34.00%	31.00%	26.00%	18.00%	30.00%
United \| Sales revenue
Revenue, Major Customer [Line Items]
Revenue reported by segment, percent	3.00%	10.00%	8.00%	11.00%	8.00%