0001808220-21-000010 | 10-K | XBRL Viewer

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Cover - shares	12 Months Ended
Cover - shares	Dec. 31, 2020	Mar. 09, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Documents Incorporated by Reference	Portions of the registrant’s Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Central Index Key	0001808220
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		98,447,689
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		222,752,389

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

4 Months Ended

8 Months Ended

12 Months Ended

Dec. 31, 2019

Sep. 12, 2019

Dec. 31, 2020

Dec. 31, 2018

Financial Designation, Predecessor and Successor [Fixed List]

Predecessor

Net revenues

$ 308,491

$ 231,010

$ 877,350

$ 226,205

Operating expenses:

Cost of revenue

90,384

79,169

199,202

79,582

Marketing and advertising

24,811

37,769

206,864

28,129

Customer care and enrollment

44,356

49,149

165,497

46,076

Technology

6,006

40,312

59,348

16,197

General and administrative

13,674

79,219

197,229

27,458

Change in fair value of contingent consideration liability

70,700

19,700

Amortization of intangible assets

28,217

94,056

Acquisition related transaction costs

6,245

2,267

Total operating expenses

284,393

287,885

941,896

197,442

Income (loss) from operations

24,098

(56,875)

(64,546)

28,763

Interest expense

8,076

140

32,969

224

Other (income) expense

(17)

114

(358)

379

Income (loss) before income taxes

16,039

(57,129)

(97,157)

28,160

Income tax expense (benefit)

(66)

Net income (loss)

15,995

(57,063)

(97,200)

28,114

Net loss attributable to non-controlling interests

(52,933)

(3)

Net income (loss) attributable to GoHealth, Inc.

15,995

(57,063)

$ (44,267)

28,117

Net loss per share (Note 9):

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

^[1]

$ (0.22)

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

84,189,000

Commission

Net revenues

243,347

175,834

$ 671,140

144,378

Enterprise

Net revenues

$ 65,144

$ 55,176

$ 206,210

$ 81,827

[1]	Net loss per share of Class A common stock—basic and diluted is based on the post-IPO net loss from July 17, 2020 to December 31, 2020.

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	4 Months Ended	8 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018
Statement of Comprehensive Income [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
Net income (loss)	$ 15,995	$ (57,063)	$ (97,200)	$ 28,114
Other comprehensive income (loss):
Foreign currency translation adjustments	(17)	(32)	66	(8)
Comprehensive income (loss)	15,978	(57,095)	(97,134)	28,106
Comprehensive loss attributable to non-controlling interests	0	0	(52,884)	(3)
Comprehensive income (loss) attributable to GoHealth, Inc.	$ 15,978	$ (57,095)	$ (44,250)	$ 28,109

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

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

+ References

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+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 144,234	$ 12,276
Accounts receivable, net of allowance for doubtful accounts of $1,045 in 2020 and $904 in 2019	26,871	24,461
Receivable from NVX Holdings, Inc.	3,395	0
Commissions receivable - current	188,128	101,078
Prepaid expense and other current assets	29,194	5,954
Total current assets	391,822	143,769
Commissions receivable - non-current	622,270	281,853
Other long-term assets	2,072	998
Property, equipment, and capitalized software, net	17,353	6,339
Intangible assets, net	688,726	782,783
Goodwill	386,553	386,553
Total assets	2,108,796	1,602,295
Current liabilities:
Accounts payable	8,733	13,582
Accrued liabilities	26,926	22,568
Commissions payable - current	78,478	56,003
Deferred revenue	736	15,218
Current portion of long-term debt	4,170	3,000
Other current liabilities	8,328	2,694
Total current liabilities	127,371	113,065
Non-current liabilities:
Commissions payable - non-current	182,596	97,489
Long-term debt, net of current portion	396,400	288,233
Contingent consideration	0	242,700
Other non-current liabilities	3,274	664
Total non-current liabilities	582,270	629,086
Commitments and Contingencies (Note 12)
Stockholders’ / members’ equity:
Members’ interest		860,161
Preferred stock – $0.0001 par value; 20,000 shares authorized; no shares issued and outstanding at December 31, 2020	0
Additional paid-in capital	399,169
Accumulated other comprehensive income (loss)	17	(17)
Accumulated deficit	(18,802)
Total stockholders' equity attributable to GoHealth, Inc.	380,416
Total members' equity		860,144
Non-controlling interests	1,018,739
Total stockholders’ equity	1,399,155
Total liabilities and stockholders’ / members’ equity	2,108,796	$ 1,602,295
Class A Common Stock
Stockholders’ / members’ equity:
Common stock	8
Class B common stock
Stockholders’ / members’ equity:
Common stock	$ 24

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Allowance for doubtful accounts	$ 1,045	$ 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)	84,196,000
Common stock, shares outstanding (in shares)	84,196,000
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	619,004,000
Common stock, shares issued (in shares)	236,997,000
Common stock, shares outstanding (in shares)	236,997,000

Consolidated Statements of Changes in Stockholders' / Members' Equity - USD ($) $ in Thousands	Total	Previously reported	Cumulative effect of adoption of ASC 606	Class A Common Stock	Class B Common Stock	Members’ Equity	Members’ Equity Previously reported	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Deficit Previously reported	Accumulated Deficit Cumulative effect of adoption of ASC 606	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Previously reported	Non-Controlling Interest	Non-Controlling Interest Previously reported
Financial Designation, Predecessor and Successor [Fixed List]	Predecessor
Beginning balance at Dec. 31, 2017	$ (20,180)	$ (48,787)	$ 28,607			$ 235	$ 235				$ (20,631)	$ (49,238)	$ 28,607	$ 22	$ 22	$ 194	$ 194
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Effect of purchase of LLC Interests/Acquisition of non-controlling interests											112					(112)
Redeemable Class B unit accretion	(196,700)										(196,700)
Conversion of Redeemable Class B Units	2,200					2,200
Member distributions non-controlling interests	(79)															(79)
Foreign currency translation adjustment	(8)													(8)
Net income (loss)	28,114										28,117					(3)
Ending balance at Dec. 31, 2018	$ (186,653)					2,435					(189,102)			14
Financial Designation, Predecessor and Successor [Fixed List]	Predecessor
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 income (loss)	(57,063)										(57,063)
Ending balance at Sep. 12, 2019	2,252					386,839					(384,569)			(18)
Beginning balance at Dec. 31, 2018	(186,653)					2,435					(189,102)			14
Ending balance at Dec. 31, 2019	860,144					860,161								(17)
Beginning balance at Sep. 12, 2019	2,252					386,839					(384,569)			(18)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Foreign currency translation adjustment	(17)
Net income (loss)	15,995
Ending balance at Dec. 31, 2019	860,144					860,161								(17)
Beginning balance at Sep. 13, 2019	847,263					847,263
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Partner distributions and other	(3,545)					(3,545)
Share-based compensation expense	448					448
Foreign currency translation adjustment	(17)													(17)
Net income (loss)	15,995					15,995
Ending balance at Dec. 31, 2019	860,144					860,161								(17)
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/Acquisition of non-controlling 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
Issuance of Class A common shares upon vesting of restricted stock units (in shares)								13,000
Net loss subsequent to the Transactions	(71,735)										(18,802)					(52,933)
Share-based compensation expense subsequent to the Transactions	5,747									9,290						(3,543)
Partner distributions and other	(347)									53						(400)
Foreign currency translation adjustment subsequent to the Transactions	66													17		49
Foreign currency translation adjustment	66
Net income (loss)	(97,200)
Ending balance at Dec. 31, 2020	$ 1,399,155							$ 8	$ 24	$ 399,169	$ (18,802)			$ 17		$ 1,018,739
Ending balance (in shares) at Dec. 31, 2020				84,196,000	236,997,000			84,196,000	236,997,000

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	4 Months Ended		8 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Financial Designation, Predecessor and Successor [Fixed List]			Predecessor			Predecessor
Operating activities:
Net income (loss)	$ 15,995	$ 15,995	$ (57,063)	$ (97,200)		$ 28,114
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Share-based compensation	448		87,060	216,229		0
Depreciation and amortization	521		4,247	4,496		6,160
Amortization of intangible assets	28,217		0	94,056		0
Amortization of debt discount and issuance costs	472		0	2,430		0
Change in fair value of contingent consideration	70,700		0	19,700		0
Other non-cash items	417		150	(1,691)		791
Changes in assets and liabilities, net of acquisition:
Accounts receivable	(15,113)		(108)	(1,647)		736
Commissions receivable	(203,956)		(63,448)	(427,467)		(65,445)
Prepaid expenses and other assets	(2,316)		1,325	(24,021)		(1,712)
Accounts payable	5,031		(1,981)	(5,340)		3,108
Accrued liabilities	31		17,860	4,358		2,891
Deferred revenue	11,935		1,926	(14,482)		126
Commissions payable	80,828		19,228	107,583		30,896
Other liabilities	(2,494)		85	8,779		(222)
Net cash provided by (used in) operating activities	(9,284)		9,281	(114,217)		5,443
Investing Activities
Acquisition of business, net of cash	(807,591)		0	0		0
Purchases of property, equipment and software	(2,419)		(5,597)	(14,523)		(6,170)
Net cash provided by (used in) investing activities	(810,010)		(5,597)	(14,523)		(6,170)
Financing Activities
Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs	0		0	852,407		0
Payment of partial consideration to Blocker Shareholders in the Blocker Merger	0		0	(96,165)		0
Purchase of LLC Interests from Continuing Equity Owners	0		0	(508,320)		0
Settlement of Senior Preferred Earnout Units	0		0	(100,000)		0
Proceeds received upon issuance of preferred units	541,263		0	0		0
Proceeds received upon issuance of common units	0		0	10,000		0
Borrowings under term loans	300,000		0	117,000		0
Principal payments under term loans	(750)		0	(3,878)		0
Borrowings under revolving credit facilities	0		56,534	0		82,555
Payments under revolving credit facilities	0		(59,915)	0		(82,320)
Debt issuance cost payments	(9,283)		0	(6,293)		0
Principal payments under capital lease obligations	(351)		(68)	(293)		(93)
Distributions to non-controlling interests	0		0	(400)		(79)
Advancement to NVX Holdings, Inc.	0		0	(3,395)		0
Net cash provided by (used in) financing activities	830,879		(3,449)	260,663		63
Effect of exchange rate changes on cash and cash equivalents	(17)		(32)	35		(3)
Increase (decrease) in cash and cash equivalents	11,568		203	131,958		(667)
Cash and cash equivalents at beginning of period	708		505	12,276	$ 505	1,172
Cash and cash equivalents at end of period	12,276	$ 12,276	708	144,234	$ 12,276	505
Supplemental Disclosure of Cash Flow Information
Interest paid	5,437		140	32,671		219
Taxes paid	55		122	286		32
Non-cash investing and financing activities:
Purchases of property, equipment and software included in accounts payable	46		113	491		52
Purchases of property, equipment and software under capital leases	0		744	0		235
Net issuance of Class A and Class B common stock in connection with the Transactions	0		0	30		0
Settlement of contingent consideration liability	0		0	62,400		0
Senior preferred earnout stock
Non-cash investing and financing activities:
Issuance of equity to settle contingent consideration liability	0		0	100,000		0
Common earnout stock
Non-cash investing and financing activities:
Issuance of equity to settle contingent consideration liability	$ 0		$ 0	$ 100,000		$ 0

Description of Business and Significant Accounting Policies

12 Months Ended

Dec. 31, 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 and Medicare-focused digital health company 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 shares of its Class A common stock at a public offering price of $21.00 per share (“the IPO”), receiving approximately $852.4 million in net proceeds, after deducting the underwriting discount and offering expenses.

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

Basis of Presentation and Significant Accounting Policies

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

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

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

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

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

•the acquisition by the Company of the Blocker Company in a merger transaction (the “Blocker Merger”), which Blocker Company held 45,503 LLC interests and a corresponding amount of the Company’s Class B common stock (which shares were cancelled after the Blocker Merger), in exchange for 40,683 shares of the Company’s Class A common stock and payment of $96.2 million in cash to Blocker Shareholders;

•the use of the remaining net proceeds from the IPO to (i) pay $508.3 million in cash to redeem 25,480 LLC Interests held directly or indirectly by the Continuing Equity Owners, (ii) satisfy in full $100.0 million in aggregate face amount of senior preferred earnout units in connection with the Transactions, and (iii) use for general corporate purposes; and

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

In connection with the IPO, the Company became the sole managing member of GHH, LLC and controls the management of GHH, LLC. As a result, the Company consolidates GHH, LLC’s financial results in its Consolidated Financial Statements and reports a non-controlling interest for the economic interest in GHH, LLC held by the Continuing Equity Owners. Substantially concurrently with the consummation of the IPO, the existing limited liability company agreement of GHH, LLC was amended and restated to, among other things, recapitalize its capital structure by creating a single new class of units (the “common units”) and provide for a right of redemption of common units (subject in certain circumstances to time-based vesting requirements and certain other restrictions) in exchange for, at the Company’s election, cash or newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption, the Company will receive a corresponding number of common units, increasing the Company’s total ownership interest in GHH, LLC.

Immediately following the completion of the Transactions and the IPO, the Company owned 26.8% of the economic interests in GHH, LLC, while the Continuing Equity Owners owned the remaining 73.2% of the economic interests in GHH, LLC. Net income and loss is allocated to the Continuing Equity Owners on a pro rata basis, assuming that any Class B common units that are subject to time-based vesting requirements are fully vested. The net loss attributable to non-controlling interests for the twelve months ended December 31, 2020, represents the Continuing Equity Owners’ pro rata share of net loss of the Company for the period subsequent to the IPO and the Transactions.

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 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, “Acquisitions,” 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 consolidated financial information of the “Successor” company (“Successor 2019 Period”). Prior to September 13, 2019, the Consolidated Financial Statements include the accounts of the “Predecessor” company (“Predecessor 2019 Period”). Due to the change in the basis of accounting resulting from the application of the acquisition method of accounting, the Predecessor’s Consolidated Financial Statements and the Successor’s Consolidated Financial Statements are not necessarily comparable.

The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions are eliminated in consolidation. Certain prior period amounts have been reclassified to conform with our current period presentation.

Use of Estimates

The preparation of the 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 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.

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.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable, and commissions receivable. The maximum exposure risk of these accounts is equal to the amounts stated on the Company’s Consolidated Balance Sheets. The Company places its cash with high-credit-quality financial institutions and, at times, such deposits may be in excess of federally insured limits. To date, the Company has not experienced any losses on its cash balances and periodic evaluations of the relative credit standing of the financial institutions are performed.

Accounts receivable and commissions receivable are primarily derived from customers located in North America. The Company performs ongoing credit evaluations of customers’ financial condition and requires no collateral from customers. The Company maintains an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances.

As of December 31, 2020, four customers each represented 10% or more of the Company’s total accounts receivable and, in aggregate, represented 86%, or $23.2 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.

Foreign Currency

The Company is exposed to currency fluctuations from certain vendors and customers that transact business in Euros. Assets and liabilities of the Company’s foreign affiliate in Slovakia, which uses the local currency as its functional currency, are translated at period-end exchange rates, and income and expense items are translated at a rate that approximates the weighted-average exchange rate for the period. Translation adjustments are included as a component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in other (income) expense and are immaterial for all periods presented.

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.The Company had unbilled receivables for performance-based enrollment fees as of December 31, 2020 and 2019 of $12.9 million and $6.6 million, respectively, which are included in accounts receivable on the Consolidated Balance Sheets.

Commissions Receivable

Commissions receivable are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of commissions receivable are future 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 twelve months ended December 31, 2020, the Successor 2019 Period, the Predecessor 2019 Period, or the twelve months ended December 31, 2018.

Commissions Payable

Commissions payable represent the estimated share of policy commissions earned by the Company’s external channel agents. The current portion of commissions payable are future commissions expected to be paid within one year, while the non-current portion of commissions payable are expected to be paid beyond one year.

Business Combinations

The Company allocates the fair value of the purchase consideration of its acquired businesses to the tangible assets, liabilities assumed, and intangible assets acquired based on the estimated fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Transaction costs are recognized separately from the business combination and are expensed as incurred.

Property, Equipment, and Capitalized Software, Net

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives as follows:


Asset Description						Estimated Useful Life
Computer equipment and software						3 years
Office equipment and furniture						7 years
Leasehold improvements						Lesser of useful life (typically 5 years) or remaining lease term

Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

The Company accounts for costs incurred to develop and maintain source code software and other internally developed software applications, primarily consisting of employee-related and third-party contractor costs, pursuant to Accounting Standards Codification (“ASC”) Topic 350-40, Internal Use Software. Costs incurred during the planning and post-implementation phases of software development are expensed. During the application development phase, costs incurred are capitalized. Capitalized software development costs are amortized over the estimated useful life, which is generally three years. These capitalized costs are recorded within property, equipment, and capitalized software, net, on the Company’s Consolidated Balance Sheets and the amortization is charged to technology expense in the Consolidated Statements of Operations.

Goodwill and Intangible Assets

The Company tests goodwill for impairment on an annual basis in the fourth quarter of each year, on November 30th, or whenever events or changes in circumstances indicate that the goodwill may be impaired.

An intangible asset determined to have an indefinite useful life is not amortized until its useful life is determined to no longer be indefinite. Indefinite-lived intangible assets are evaluated each reporting period to determine whether events and circumstances continue to support an indefinite useful life. Indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired, such as a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant, adverse change that would indicate that the carrying amount of an indefinite-lived intangible asset may not be recoverable. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

Significant judgment is applied when goodwill and indefinite-lived intangible assets are assessed for impairment. This judgment may include an assessment of qualitative or quantitative factors, such as developing cash flow projections and selecting appropriate royalty and discount rates.

The Company amortizes the cost of definite-lived intangible assets over the respective estimated useful lives on a straight-line basis. Significant judgment is applied when evaluating if an intangible asset has a definite useful life. Intangible assets subject to amortization are also evaluated for impairment when indicators of impairment are determined to exist. Definite-lived intangible assets could become impaired in the future as a result of declines in profitability due to changes in volume, market pricing, cost, manner in which an asset is used, laws and regulations, or the business environment.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, primarily property, equipment, and capitalized software, net, and definite-lived intangible assets, for impairment when facts or circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If impairment indicators are present and the estimated future undiscounted cash flows are less than the carrying value of the assets, the carrying values are reduced to the estimated fair value. Fair values are determined based on quoted market values, discounted cash flows or external appraisals, as applicable.

Fair Value of Financial Instruments

The Company applies the accounting guidance related to fair value measurements and discloses information on all financial instruments reported at fair value that enables an assessment of the inputs used in determining the reported fair values. See Note 4, “Fair Value Measurements,” for further discussion around fair value determinations.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. 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 partner marketing and enrollment services, 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 “vintage”). This allows the Company to estimate the commissions it expects to collect for each vintage by evaluating various factors, including but not limited to, contracted commission rates 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 vintage level for outstanding vintages, reviews and monitors changes in the data used to estimate LTV, as well as the cash received for each vintage as compared to the original estimates. The difference between cash received for each vintage and the respective estimated LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period vintages. Changes in LTV may result in an increase or a decrease to revenue and a corresponding 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 vintages at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

Enterprise Revenue

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

The Company is compensated for partner marketing and enrollment services, based on delivering call volumes or providing marketing services to certain insurance carriers. The Company is also compensated with performance-based enrollment fees relating to the enrollment of individuals into health insurance plans. The Company recognizes revenue over time for marketing services and at a point in time for enrollment services.

The Company provides direct partner campaigns, where trained agents are dedicated to partner programs that assist in producing health insurance policies. The Company is compensated for the hours incurred on the partner program at the time hours are incurred, and recognizes revenue accordingly. In addition, the Company provides services to its members and partners 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.

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.

Incremental Costs to Obtain a Contract

The Company reviewed its sales compensation plans, which are directed at converting leads into carrier approved submissions, and concluded that they are fulfillment costs and not costs to obtain a contract with a health insurance carrier, which the Company defines as its customer. Additionally, the Company reviewed compensation plans related to personnel responsible for identifying new health insurance carriers as well as entering into contracts with new health insurance carriers and concluded that no incremental costs are incurred to obtain such contracts.

Deferred Revenue

Deferred revenue includes deferred technology licensing implementation fees and amounts collected from partner marketing and enrollment services or technology licensing customers in advance of the Company satisfying its performance obligations for such customers. The Company expects to recognize revenue associated with these remaining performance obligations in the next 12 months.

Cost of Revenue

Cost of revenue represents payments related to health insurance policies sold to members who were enrolled by partners with whom the Company has commissions revenue-sharing arrangements. In order to enter into a revenue-sharing arrangement, partners must be licensed to sell health insurance in the state where the policy is sold. Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized.

Marketing and Advertising

Marketing expense consists primarily of expenses associated with the Company’s direct, online advertising, and marketing partner channels, in addition to compensation (including share-based compensation expense) and other expenses related to marketing personnel who manage campaigns and optimize consumer activity. The Company’s direct channel expenses primarily consist of costs for e-mail marketing and direct mail marketing. Online advertising expenses primarily consist of paid keyword search advertising on search engines. Marketing partner channel expenses primarily consist of fees paid to marketing partners and affiliates. Marketing costs are expensed as incurred.

Advertising expenses consist of costs incurred to acquire consumers through online, television, and direct mail advertisements. Advertising costs incurred during the twelve months ended December 31, 2020, the Successor 2019 Period, Predecessor 2019 Period, and twelve months ended December 31, 2018, totaled $156.9 million, $18.8 million, $29.3 million, and $25.6 million, respectively. Advertising costs are expensed as incurred.

The Company also has arrangements with certain carriers that allow the Company to increase marketing efforts, including through direct mail, television advertisements, and online advertising for various insurance products that are being offered by these carriers. The Company is reimbursed by carriers for the incremental marketing efforts and records the amounts received as a reduction of the marketing costs incurred.

Customer Care and Enrollment

Customer care and enrollment expenses primarily consist of compensation (including share-based compensation expense) and benefits costs for enrollment personnel who assist consumers during the insurance policy application process, along with management and support personnel.

Technology

Technology expense consists primarily of compensation (including share-based compensation expense) and benefits costs for personnel associated with developing and enhancing the Company’s technology platform, data analytics and business intelligence, as well as maintaining the Company’s online presence and integrations with carrier and federal marketplaces. Technology expense also includes costs for contracted services and supplies, and amortization expense to capitalized software.

General and Administrative Expenses

General and administrative expenses include compensation (including share-based compensation expense) and benefits costs for staff working in the Company’s executive, finance, legal, human resources, and facilities departments. These expenses also include facilities costs and fees paid for outside professional services, including audit, tax, legal, and governmental affairs.

Share-Based Compensation Expense

The Company grants share-based awards, including time-vesting and performance-vesting profit units (collectively, “Profit Units”), restricted stock units (“RSUs”) and stock options. Compensation expense for time-vesting units, RSUs and stock options are recognized on a straight-line basis over the requisite service period for each award. 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. Upon completion of the Company’s IPO, the implied performance condition was satisfied, triggering an accelerated vesting of the performance-vesting units and the recognition of the related compensation expense.

The estimated grant date fair value of Profit Units is determined using a Monte Carlo simulation and Level 3 inputs. The estimated grant date fair value of stock options is determined using a Black-Scholes pricing model. Assumptions utilized in the Monte Carlo simulation and Black-Scholes pricing model for valuing the awards include the expected life of the award, the expected dividend yield, the risk-free interest rate and the expected volatility. The fair value of RSUs is determined based on the stock price on the date of grant.

401(k) Plan

The Company maintains a tax-qualified 401(k) retirement plan (the Plan) that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees may defer compensation subject to applicable annual Internal Revenue Code (“Code”) limits. The Plan permits participants to make both pretax and after-tax deferral contributions. These contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are fully vested immediately in their contributions. The Plan is qualified under Section 401(a) of the Code and the related trust is tax-exempt under Section 501(a) of the Code.

The Company contributes 50% of the first 4% of compensation a participant contributes to the Plan. These matching contributions are expensed as incurred. The Company recognized expense of $1.0 million, $0.2 million, $0.3 million and $0.4 million for the twelve months ended December 31, 2020, the Successor 2019 Period, the Predecessor 2019 Period, and the twelve months ended December 31, 2018, respectively, related to these matching contributions. The Company also may make non-elective contributions to the 401(k) plan, which, if made, vest 20% after two years and 20% annually thereafter.

Contingencies

The Company analyzes whether it is probable that an asset has been impaired, or a liability has been incurred, and whether the amount of loss can be reasonably estimated. If the loss contingency is both probable and reasonably estimable, the Company records the loss at management’s best estimate of the loss, or when a best estimate cannot be made, a minimum loss contingency amount is recorded. Legal fees are expensed as incurred. If no accrual is made but the loss contingency is reasonably possible, the nature of the contingency and the corresponding estimated loss, if such an estimate can be made, is disclosed. Loss contingencies include, but are not limited to, possible losses related to legal proceedings and regulatory compliance matters.

Income Taxes

The Company accounts for income taxes under the liability method in accordance with ASC Topic 740, Income Taxes. Accordingly, deferred income taxes are provided for the future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

We utilize a two-step approach for evaluating uncertain tax positions. Step one, recognition, requires a company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, measurement, is based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement. We record interest and penalties related to uncertain tax positions as income tax expense in the Consolidated Financial Statements.

On a consolidated basis, income from the Company’s Slovakian subsidiary is taxed at a blended U.S. Federal and state statutory rate as it is a C-Corporation for tax purposes. The Slovakian subsidiary records taxes on its income at the Slovakian statutory rate and records tax on its worldwide income at the applicable blended U.S. Federal and state statutory rate, net of the foreign tax credit associated with foreign taxes.

Seasonality

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

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

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued Accounting Standards Update (“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 its Consolidated Financial Statements.

In June 2018, the FASB issued ASU 2018-7, Stock Compensation – Improvements to Non-employee 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 non-employees. Per ASU 2019-08, 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 its Consolidated Financial Statements.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance specifies that lessees will need to recognize a right-of-use asset and a lease liability for virtually all their leases except those which meet the definition of a short-term lease. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or financing. Classification will be based on criteria that are similar to those applied in current lease accounting, but without explicit bright lines. Per ASU 2020-05, 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 Consolidated Financial Statements and related disclosures.

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 Consolidated Financial Statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The guidance simplifies the accounting for income taxes and is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact to its Consolidated Financial Statements and related disclosures.

Acquisitions

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS

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:


(in thousands)
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 represents the acquisition date fair value of the Earnout payments to Norvax’s selling shareholders and is 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 Statements 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 GHH, LLC Class A common units, 48,645 GHH, LLC Class B common units, and 100,000 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:


(in thousands)
Net working capital	$	18,787
Commissions receivable - non-current	113,565
Property and equipment	4,442
Other non-current assets	218
Other non-current 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.

Pro Forma

Had the Acquisition been completed on January 1, 2018, net revenues would be unchanged and the net loss would be approximately $29.5 million and $95.4 million for the years ended December 31, 2019 and December 31, 2018, respectively. This unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been if the Acquisition had taken place on January 1, 2018, nor is it indicative of future operating results. The pro forma amounts include the historical operating results of the Company prior to the acquisition, with adjustments factually supportable and directly attributable to the Acquisition, primarily related to transaction costs, the amortization of intangible assets, and interest expense. Share-based compensation and transaction bonuses and costs totaling $98.2 million for the year ended December 31, 2019 are non-recurring pro forma adjustments.

Balance Sheet Accounts

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Accounts

BALANCE SHEET ACCOUNTS

Commissions Receivable

Commissions receivable activity is summarized as follows:


	Successor				Predecessor
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019
Beginning balance	$	382,931	$	178,975	$	115,527
Commission revenue	671,140		243,347		175,834
Cash receipts	(243,673)		(39,391)		(112,386)
Ending balance	810,398		382,931		178,975
Less: Commissions receivable - current	188,128		101,078		65,410
Commissions receivable - non-current	$	622,270	$	281,853	$	113,565

The commissions receivable balance as of December 31, 2020 and 2019, primarily relates to Medicare Advantage Plans sold during the fourth quarters of 2020 and 2019 with effective dates in 2021 and 2020, respectively.

Property, Equipment and Capitalized Software, Net

Property, equipment, and capitalized software, net, consist of the following:


	Successor		Successor
(in thousands)	Dec. 31, 2020		Dec. 31, 2019
Computer equipment	$	9,297	$	3,163
Leasehold improvements	2,515		1,046
Office equipment and furniture	1,140		689
Property and equipment	12,952		4,898
Capitalized software	9,417		1,962
Less: Accumulated depreciation and amortization	(5,016)		(521)
Property, equipment and capitalized software, net	$	17,353	$	6,339

Depreciation expense related to property and equipment for the twelve months ended December 31, 2020, the Successor 2019 Period, the Predecessor 2019 Period and the twelve months ended December 31, 2018, was $2.9 million, $0.4 million, $1.3 million and $1.5 million, respectively.

Amortization expense related to capitalized software was $1.6 million, $0.1 million, $3.0 million and $4.6 million for the twelve months ended December 31, 2020, the Successor 2019 Period, the Predecessor 2019 Period and the twelve months ended December 31, 2018, respectively.

Accrued Liabilities

Accrued liabilities consist of the following:


	Successor		Successor
(in thousands)	Dec. 31, 2020		Dec. 31, 2019
Bonuses and commissions	$	13,284	$	12,292
Payroll	6,326		2,685
Marketing costs	2,132		2,384
Interest expense	—		2,167
Other accrued expenses	5,184		3,040
Accrued liabilities	$	26,926	$	22,568

Fair Value Measurements

12 Months Ended

Dec. 31, 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 Inputs						Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 Inputs						Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability.
Level 3 Inputs						Unobservable inputs for the asset or liability.

Fair Value Measurements

The fair value of the acquired developed technology and trade names were estimated as of the date of the Centerbridge Acquisition. The fair value of the acquired developed technology 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 date of the Centerbridge Acquisition. 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, “Acquisitions,” in connection with the IPO, a significant shareholder assumed the liability associated with the 2020 Earnout. The Company recorded the settlement of the $62.4 million liability as an increase to additional paid-in capital. The following table sets forth the changes to the fair value of the contingent consideration for the twelve months ended December 31, 2020.


	Successor
(in thousands)	Twelve months ended Dec. 31, 2020
Balance at Dec. 31, 2019	$	242,700
Settlement of 2019 earnout	(200,000)
2020 earnout fair value adjustment	19,700
Settlement of 2020 earnout	(62,400)
Balance at Dec. 31, 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

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

During the Successor 2019 Period, the Company allocated $380.3 million and $6.2 million of the goodwill recognized in connection with the Acquisition to its Medicare—Internal segment and Medicare—External segment, respectively, based on an estimate of the relative fair value of each reportable segment.

The Company tests goodwill for impairment at the reporting unit level annually and whenever events or circumstances make it more likely than not that an impairment may have occurred. A reporting unit is an operating segment or one level below an operating segment to which goodwill is assigned when initially recorded. The Company has four reporting units, which are the same as its four operating segments.

For its annual goodwill impairment test, the Company elected to bypass the qualitative assessment and performed a quantitative impairment test as of November 30, 2020. The Company reviewed goodwill for impairment by comparing the fair value of the Medicare—Internal and Medicare—External reporting units to their carrying value, including goodwill. In estimating the fair value of the Medicare—Internal reporting unit, the Company relied on a combination of the income approach and the market approach utilizing the guideline public company method. In estimating the fair value of the Medicare—External reporting unit, the Company utilized the income approach based on an analysis of expected future discounted cash flows.

Based on the results of the goodwill impairment test, the Company determined the fair value of both the Medicare—Internal and Medicare—External reporting units exceeded their carrying value. As such, the Company concluded that goodwill was not impaired as of November 30, 2020.

The Company evaluated whether any events have occurred, or any circumstances have changed since November 30, 2020, that would indicate goodwill may have become impaired since the Company’s annual impairment test. Based on the Company’s evaluation as of December 31, 2020, the Company determined that no indicators of impairment have arisen since the annual goodwill impairment test. There was also no impairment of goodwill for the Successor 2019 Period.

Intangible Assets

The gross carrying amounts, accumulated amortization and net carrying amounts of the Company’s definite-lived amortizable intangible assets, as well as its indefinite-lived intangible trade names, are as follows:


	Successor
	Dec. 31, 2020
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	92,114	$	403,886
Customer relationships	232,000		30,160		201,840
Total intangible assets subject to amortization	$	728,000	$	122,274	$	605,726
Indefinite-lived trade names					83,000
Total intangible assets					$	688,726


	Successor
	Dec. 31, 2019
(in thousands)	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 trade names					83,000
Total intangible assets					$	782,783

There was no impairment of intangible assets for the periods presented.

As of December 31, 2020, expected annual amortization expense related to intangible assets for each of the five succeeding years is as follows:


(in thousands)	Developed Technology		Customer Relationships		Total
2021	$	70,857	$	23,200	$	94,057
2022	70,857		23,200		94,057
2023	70,857		23,200		94,057
2024	70,857		23,200		94,057
2025	70,857		23,200		94,057
Thereafter	49,601		85,840		135,441
Total	$	403,886	$	201,840	$	605,726

As of December 31, 2020, the weighted-average remaining amortization period for amortizable intangible assets was 5.8 years for developed technology and 8.8 years for customer relationships.

Long-Term Debt

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

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


	Successor		Successor
(in thousands)	Dec. 31, 2020		Dec. 31, 2019
Credit facility	$	412,373	$	299,250
Less: Unamortized debt discount and issuance costs	(11,803)		(8,017)
Total debt	400,570		291,233
Less: Current portion of long-term debt	(4,170)		(3,000)
Total long-term-debt	$	396,400	$	288,233

Maturities of long-term debt for each of the next five years is as follows:


(in thousands)
2021	$	4,170
2022	4,170
2023	4,170
2024	4,170
2025	395,693
Total	$	412,373

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 (the “Incremental Term Loan Facility”). On March 23, 2020, the Company issued 6,667 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 (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 (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 using the effective interest method.

As of December 31, 2020, the Company had a principal amount of $296.3 million and $116.1 million outstanding on the Term Loan Facility and Incremental Term Loan Facility, respectively. The effective interest rate was 7.5% and 8.4% at December 31, 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 December 31, 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 ended 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. For the twelve months ended December 31, 2020, the Company did not incur any mandatory prepayments.

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 December 31, 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 of the assets of Norvax and was subject to certain financial covenants.

Stockholders' Equity and Members' Equity	12 Months Ended
Stockholders' Equity and Members' Equity	Dec. 31, 2020
Equity [Abstract]
Stockholders' Equity and Members' Equity	STOCKHOLDERS' EQUITY 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 shares of Class A common stock, 690,000 shares of Class B common stock and 20,000 shares of preferred stock, each having a par value of $0.0001 per share. The number of shares of Class B common stock authorized is reduced for redemptions and forfeitures as they occur. The Company’s amended and restated certificate of incorporation and the GoHealth Holdings, LLC Agreement require that the Company and GoHealth Holdings, LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company, except as otherwise determined by the Company. Additionally, the Company’s amended and restated certificate of incorporation and the GoHealth Holdings, LLC Agreement require that the Company and GoHealth Holdings, LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by the Company. Only the Continuing Equity Owners and the permitted transferees of Class B common stock are permitted to hold shares of Class B common stock. Shares of Class B common stock are transferable for shares of Class A common stock only together with an equal number of LLC Interests. Holders of shares of the Company’s Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Each share of Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally. Holders of shares of Class B common stock will vote together with holders of the Company’s Class A common stock as a single class on all matters presented to the Company’s stockholders for their vote or approval, except for certain amendments to the Company’s amended and restated certificate of incorporation or as otherwise required by applicable law or the amended and restated certificate of incorporation. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. Under the terms of the Company’s amended and restated certificate of incorporation, the Company’s board of directors is authorized to direct the Company to issue shares of preferred stock in one or more series without stockholder approval. The Company’s board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The Continuing Equity Owners may, subject to certain exceptions, from time to time at each of their options require GoHealth Holdings, LLC to redeem all or a portion of their LLC Interests in exchange for, at the Company’s election (determined by at least two of the Company’s independent directors who are disinterested), newly-issued shares of Class A common stock on a one-for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of the Company’s Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the GoHealth Holdings, LLC Agreement. 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, “Acquisitions,” 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. Anti-dilution Rights Class B units contained an anti-dilution 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 $10.00 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. Immediately prior to the Acquisition described in Note 2, “Acquisitions,” 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

12 Months Ended

Dec. 31, 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 for the periods presented:


	Successor				Predecessor
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Marketing and advertising	$	24,890	$	53	$	1,674	$	—
Customer care and enrollment	12,599		20		—		—
Technology	33,085		66		27,059		—
General and administrative	145,655		309		58,327		—
Total share-based compensation expense	$	216,229	$	448	$	87,060	$	—

Successor

Profit Units

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 5 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 directly holds 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.

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 all Performance-Vesting Units, which are now issued and outstanding as of the IPO. 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.

A summary of the Profit Units issued is as follows:


(in thousands except per share amounts)	Time-Vesting Units	Weighted Average Grant Date Fair Value		Performance-Vesting Units	Weighted Average Grant Date Fair Value
Unvested units at Dec. 31, 2019	6,667	$	1.39	13,833	$	1.39
Granted	944	2.33		520	2.33
Vested	(1,333)	1.39		(14,353)	14.58
Forfeited	(13)	1.39		—	—
Unvested units at Dec. 31, 2020	6,265	$	1.53	—	$	—

The fair value of the Profit Units is determined using a Monte Carlo simulation and the following assumptions:


	Twelve months ended Dec. 31, 2020	Period from Sep. 13, 2019 through Dec. 31, 2019
Risk free interest rate	1.40%	1.73%
Expected volatility	76.0%	50.0%
Expected life (years)	4.60	5.00
Expected dividend yield	0.0%	0.0%

The expected life was based on estimates of the likely timing of a liquidity event. Volatility was determined based on an analysis of publicly traded peers.

As of December 31, 2020, there was $8.8 million of unamortized share-based compensation expense related to Time-Vesting Units and these costs are expected to be recognized over a remaining weighted average period of 3.9 years.

2020 Incentive Award Plan

On July 7, 2020, the Company adopted the 2020 Incentive Award Plan, which became effective on July 14, 2020, under which 6,465 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 the Company’s 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 the Company’s board of directors. In February 2021, the Company’s board of directors approved the increase of 4,210 shares to the 2020 Incentive Award Plan.

Restricted Stock Units

In connection with the IPO and pursuant to the 2020 Incentive Award Plan, the Company granted to its employees and non-employee directors 304 shares of Class A common stock issuable pursuant to RSUs. The Company measures expense for RSUs based on the fair value of the awards on the grant date. The Company recognizes the grant date fair value of RSUs as compensation expense on a straight-line basis over the requisite service period of each award, which is generally four years.

A summary of the RSUs issued is as follows:


(in thousands except per share amounts)	RSUs	Weighted Average Grant Date Fair Value
Unvested units at Dec. 31, 2019	—	$	—
Granted	304	21.00
Vested	(13)	21.00
Forfeited	(3)	21.00
Unvested units at Dec. 31, 2020	288	$	21.00

Stock Options

In connection with the IPO and pursuant to the 2020 Incentive Award Plan, the Company granted to its employees 2,432 shares of Class A common stock issuable pursuant to stock options. The Company measures expense for stock options based on the fair value of the awards on the grant date. The Company recognizes the grant date fair value of stock options as compensation expense on a straight-line basis over the requisite service period of each award, which is generally three to four years.

A summary of the stock options issued to employees is as follows:


(in thousands except per share amounts)	Stock Options	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1)
Outstanding at Dec. 31, 2019	—	$	—	0.0	$	—
Granted	2,432	10.88
Exercised	—	—
Forfeited	(125)	10.84
Outstanding at Dec. 31, 2020	2,307	$	10.88	9.5	$	—
Exercisable at Dec. 31, 2020	—	$	—	0.0	$	—

(1)The aggregate intrinsic value is calculated as the product between the Company’s closing stock price as of December 31, 2020 and the exercise price of in-the-money options, multiplied by the number of stock options outstanding as of December 31, 2020. At December 31, 2020, the aggregate intrinsic value of the outstanding stock options was zero.

The fair value of stock options with a requisite service period of three to four years is determined using the Black-Scholes option pricing model using the following ranges of assumptions:


	Twelve months ended Dec. 31, 2020
Risk free interest rate	0.39%	—	0.42%
Expected volatility	51.6%	—	52.5%
Expected life (years)	6.00	—	6.25
Expected dividend yield	0.0%	—	0.0%

As of December 31, 2020, there was $26.7 million of unamortized share-based compensation expense related to RSUs and stock options and these costs are expected to be recognized over a remaining weighted average period of 2.9 years.

On July 7, 2020, the Company adopted the 2020 Employee Stock Purchase Plan (“ESPP”), which became effective on the same date, under which 808 shares of the Company’s Class A common stock will be initially reserved for issuance. In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2021 and ending in 2030, by an amount equal to the lesser of: (i) 1% of the aggregate number of shares of the Company’s Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Company’s board of directors. In February 2021, the Company’s board of directors approved the increase of 842 shares to the ESPP.

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 Predecessor 2019 Period.

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.

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 Predecessor 2019 Period.

Net Loss Per Share

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Net Loss Per Share

NET LOSS PER SHARE

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

Prior to the IPO, the GHH, LLC membership structure included Preferred units, Senior Preferred Earnout Units, Class A common units, Class B common units and Profit Units. The Company analyzed the calculation of earnings per unit for periods prior to the IPO using the two-class method and determined that it resulted in values that would not be meaningful to the users of these 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 December 31, 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
(in thousands, except per share amounts)	Twelve months ended Dec. 31, 2020
Numerator:
Net loss	$	(97,200)
Less: Net loss attributable to GoHealth, Inc. prior to the IPO	(25,465)
Less: Net loss attributable to non-controlling interests subsequent to the IPO	(52,933)
Net loss attributable to GoHealth, Inc.	(18,802)
Denominator:
Weighted-average shares of Class A common stock outstanding—basic	84,189
Effect of dilutive securities	—
Weighted-average shares of Class A common stock outstanding—diluted	84,189
Net loss per share of Class A common stock—basic and diluted	$	(0.22)

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
(in thousands)						Twelve months ended Dec. 31, 2020
Stock options and RSUs						2,665
Class B common stock						236,997

Shares of Class B common stock do not share in earnings and are not participating securities. Accordingly, separate presentation of loss per share of Class B common stock under the two-class method has not been presented. 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 computation 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

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXESThe Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes on the income allocated to it from GHH, LLC based upon the Company’s economic interest in GHH, LLC. The Company is the sole managing member of GHH, LLC and, as a result, consolidates the financial results of GHH, LLC. GHH, LLC is a limited liability company taxed as a partnership for income tax purposes, and the subsidiaries of GHH, LLC are limited liability companies for income tax purposes except for a subsidiary and its foreign subsidiary, which are taxed as a corporation and foreign disregarded entity, respectively. As such, GHH, LLC does not pay any federal income taxes, as income or loss is included in the tax returns of the

individual members. Additionally, certain wholly-owned entities taxed as corporations are subject to federal, state, and foreign income taxes in the jurisdictions in which they operate, and accruals for such taxes are included in the Consolidated Financial Statements. For periods prior to the IPO, the Company’s taxes represent those of GHH, LLC.

The components of income (loss) before income taxes are as follows:


	Successor				Predecessor
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Domestic	$	(98,297)	$	15,514	$	(57,227)	$	28,166
Foreign	1,140		525		98		(6)
Income (loss) before income taxes	$	(97,157)	$	16,039	$	(57,129)	$	28,160

The components of income tax expense (benefit) are as follows:


	Successor				Predecessor
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Current income taxes:
Federal	$	(89)	$	(3)	$	—	$	38
State and local	231		(1)		57		12
Foreign	91		110		21		—
Total current income taxes	233		106		78		50
Deferred income taxes:
Federal	(106)		(75)		(114)		(3)
State and local	(84)		13		(30)		(1)
Foreign	—		—		—		—
Total deferred income taxes	(190)		(62)		(144)		(4)
Income tax expense (benefit)	$	43	$	44	$	(66)	$	46

A reconciliation of the U.S. statutory income tax rate to our effective income tax rate is as follows:


	Successor				Predecessor
	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
U.S. statutory tax rate	21.0	%	21.0	%	21.0	%	21.0	%
State taxes, net of the federal benefit	0.4	%	0.1	%	0.0	%	0.0	%
Loss attributable to non-controlling interest	(11.4)	%	0.0	%	0.0	%	0.0	%
Non-deductible expenses	(5.5)	%	0.0	%	0.0	%	0.0	%
Change in valuation allowance	(3.7)	%	0.0	%	0.0	%	0.0	%
Flow-through structure	0.0	%	(20.8)	%	(21.0)	%	(20.9)	%
Other	(0.8)	%	0.0	%	0.0	%	0.0	%
Effective tax rate	0.0	%	0.3	%	0.0	%	0.1	%

The Company’s effective tax rate for the twelve months ended December 31, 2020, the Successor 2019 Period, the Predecessor 2019 Period, and the twelve months ended December 31, 2018 were 0.0%, 0.3%, 0.0%, and 0.1%, respectively. For periods prior to the Transactions and IPO, the effective tax rate was impacted by the flow-through entity structure in which certain partnerships and limited liability companies were not generally subject to income taxes. For the twelve months ended December 31, 2020, the effective tax rate was impacted by the loss attributable to non-controlling interest, non-deductible expenses and change in valuation allowance.

Deferred Taxes

The components of deferred tax assets and liabilities are as follows:


	Successor		Successor
(in thousands)	December 31, 2020		December 31, 2019
Deferred tax assets:
Basis in partnership investment	$	94,910	$	—
Net operating losses	15,555		—
Disallowed business interest	1,058		—
Foreign tax credits	305		129
Accrued liabilities	224		—
Other	15		—
Total gross deferred tax assets	112,067		129
Valuation allowance	(111,843)		—
Total deferred tax assets, net of valuation allowance	224		129
Deferred tax liabilities:
Fixed assets	(9)		(37)
Other	—		(67)
Total gross deferred tax liabilities	(9)		(104)
Net deferred tax assets	$	215	$	25

As a result of the Transactions and the IPO, the Company acquired LLC Interests and has recognized a deferred tax asset for the difference between the financial reporting and tax basis of its investment in GHH, LLC.

The Company records valuation allowances against its deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company routinely evaluates the realizability of its deferred tax assets by assessing the likelihood that its deferred tax assets will be recovered based on all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, estimates of future taxable income, tax planning strategies and results of operations. In projecting future taxable income, the Company considers its historical results and incorporates certain assumptions, including revenue growth and operating margins, among others. Based on the lack of sufficient sources of taxable income, the Company has concluded that materially all of its deferred tax assets will not be realized and has recorded a valuation allowance of $111.8 million as of December 31, 2020.

As of December 31, 2020, the Company had gross U.S. federal net operating loss carryforwards and state tax net operating loss carryforwards of $65.6 million and $1.8 million, respectively. As of December 31, 2019, the Company had no gross U.S. federal net operating loss carryforwards and state tax net operating loss carryforwards. The U.S. federal net operating losses can be carried forward indefinitely as they were generated after 2017. Certain state tax net operating loss carryforwards will begin to expire in 2025. As of December 31, 2020 and 2019, the Company had U.S. federal credits and incentives of $0.3 million and $0.1 million, respectively.

Uncertain Tax Positions

There were no reserves for uncertain tax positions as of December 31, 2020 and 2019. GoHealth, Inc. was formed in March of 2020 and did not engage in any operations prior to the Transactions and the IPO. GoHealth, Inc. will file its first tax returns for the tax year 2020 in 2021, which is the first tax year subject to examination by taxing authorities for U.S. federal and state income tax purposes. Additionally, although GHH, LLC is treated as a partnership for U.S. federal and state income tax purposes, it is still required to file an annual U.S. Return of Partnership Income, which is subject to examination by taxing authorities for U.S. federal and state income tax purposes. The statute of limitations has expired for tax years through 2016.

CARES Act

On March 27, 2020, the President signed the CARES Act to provide emergency relief related to the COVID-19 pandemic. The CARES Act contains federal income tax provisions which, among other things; (i) increases the amount of interest expense that businesses are allowed to deduct by increasing the adjusted taxable income limitation from 30% to 50% for tax years that begin in 2019 and 2020; (ii) permits businesses to carry back to each of the five tax years net operating losses arising from tax years beginning after December 31, 2017 and before January 1, 2021; and (iii) temporarily removes the 80% limitation on net operating losses until tax years beginning after 2020. The CARES Act provisions currently do not have a material impact on the Company’s financial statements.

Tax Receivable Agreement

Pursuant to the Company’s election under Section 754 of the Internal Revenue Code (the “Code”), the Company expects to obtain an increase in its share of the tax basis in the net assets of GHH, LLC when LLC Interests are redeemed or exchanged by the Continuing Equity Owners. The Company intends to make an election under Section 754 of the Code for each taxable year in which a redemption or exchange of LLC Interest occurs. The Company intends to treat any redemptions and exchanges of LLC Interests by the Continuing Equity Owners as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

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 Company may benefit from the remaining 15% of any tax benefits that the Company actually realizes.

The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. As of December 31, 2020, the Company has determined there is no resulting liability related to the Tax Receivable Agreement arising from the Transactions and IPO. 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 income tax expense (benefit) at that time.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Revenue

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

Revenue

REVENUE

Revenue Recognition for Variable Consideration

The Company’s variable consideration includes the total estimated lifetime value (“LTV”) it expects to receive for selling an insurance product after the carrier approves an application. The consideration is variable based on the amount of time it estimates a policy will remain in force, which is based on historical experience or carrier experience to the extent available, industry data, and expectations as to future retention rates. Additionally, the Company considers the application of a constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future.

On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, reviews and monitors changes in the data used to estimate LTV, as well as the cash received for each vintage as compared to the original estimates. The difference between cash received for each vintage and the respective estimated LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period vintages. Changes in LTV may result in an increase or a decrease to revenue and a corresponding change to commissions receivable. The Company analyzes these differences and to the extent the Company believes differences in the estimates are indicative of a change to prior period LTVs, the Company will adjust revenue for the affected vintages at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. As a result of this analysis, for the year ended December 31, 2020, the Company recorded a negative revenue adjustment of $2.0 million relating to performance obligations satisfied in prior periods. For the years ended December 31, 2019 and 2018, there was no revenue recognized relating to performance obligations satisfied in prior periods.

Disaggregation of Revenue

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


	Successor				Predecessor
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Commission revenue:
Medicare:
Medicare Advantage	$	630,260	$	217,763	$	119,828	$	84,218
Medicare Supplement	7,023		5,407		9,354		9,610
Prescription Drug Plans	3,579		2,942		1,486		2,396
Total Medicare	640,862		226,112		130,668		96,224
Individual and Family Plan:
Fixed Indemnity	15,966		12,080		35,320		33,861
Short-term	5,710		2,272		2,906		2,895
Major Medical	3,089		1,057		412		2,763
Total Individual and Family Plan	24,765		15,409		38,638		39,519
Ancillary	4,728		1,428		5,483		7,511
Small Group	785		398		1,045		1,124
Total commission revenue	671,140		243,347		175,834		144,378
Enterprise revenue:
Partner Marketing and Enrollment Services	164,754		41,674		14,796		9,913
Direct Partner Campaigns	31,897		17,678		18,251		33,331
Other	9,559		5,792		22,129		38,583
Total enterprise revenue	206,210		65,144		55,176		81,827
Net revenues	$	877,350	$	308,491	$	231,010	$	226,205

Contract Assets and Liabilities

The company records contract assets and contract liabilities from contracts with customers as it relates to commissions receivable, commissions payable and deferred revenue. Commissions receivable represents estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. Commissions payable represents estimated commissions to be paid to the Company’s external agents and other partners. Deferred revenue includes amounts collected for partner marketing and enrollment services and technology licensing and implementation fees in advance of the Company satisfying its performance obligations for such customers. There are no other contract liabilities or contract assets recorded by the Company.

For the twelve months ended December 31, 2020, the Company recognized $14.7 million of revenue that was deferred as of December 31, 2019.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Leases

As of December 31, 2020, the Company had $0.8 million of assets acquired under capital leases, for which the net book value was $0.4 million. The Company has capital lease arrangements to obtain computer equipment and furniture for the Company’s operations.

The Company entered into various non-cancelable operating lease agreements for certain of the Company’s offices and data centers with lease periods expiring in 2032. Certain of these arrangements have free rent periods or escalating rent payment provisions, and the Company recognizes rent expense under such arrangements on a straight-line basis. The Company recognized rent expense of $6.7 million, $2.0 million, $3.1 million and $2.8 million for the twelve months ended December 31, 2020, the Successor 2019 Period, the Predecessor 2019 Period, and the twelve months ended December 31, 2018, respectively.

Future minimum lease payments required under non-cancelable capital and operating leases as of December 31, 2020 are as follows:


(in thousands)	Capital Leases		Operating Leases
2021	$	335	$	6,531
2022	105		8,993
2023	—		11,529
2024	—		10,812
2025	—		9,914
Thereafter	—		38,809
Total minimum lease payments	$	440	$	86,588
Less: amounts representing interest and taxes	(19)
Less: current portion of the present value of minimum lease payments	(318)
Non-current liabilities, net of current portion	$	103

Legal Proceedings

In September 2020, three purported securities class action complaints were filed in the United States District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and certain underwriters, private equity firms, and investment vehicles alleging violations of the Securities Act of 1933. On December 10, 2020 the court in the earliest filed action consolidated the three complaints, appointed lead plaintiffs and lead counsel for the consolidated action, and captioned the consolidated action In re GoHealth, Inc. Securities Litigation. Lead plaintiffs filed a consolidated complaint on February 25, 2021. Defendants must file responsive pleadings by April 26, 2021. The Company disputes each and every of plaintiffs’ claims and intends to defend the matter vigorously, including by moving to dismiss the forthcoming consolidated complaint.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 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 twelve months ended December 31, 2020, the Successor 2019 Period, the Predecessor 2019 Period and the twelve months ended December 31, 2018, the Company made aggregate lease payments of $1.4 million, $0.3 million, $0.8 million, and $1.0 million, respectively, under these leases. On January 1, 2020, the Company entered into a non-exclusive aircraft dry lease agreement with an entity wholly-owned and controlled by significant shareholders. The agreement allows the Company to use an aircraft owned by this entity for business and on an as-needed basis. The agreement has no set term and is terminable without cause by either party upon 30 days’ prior written notice. Under the agreement, the Company is required to pay $6,036.94 per flight hour for use of the aircraft. For the twelve months ended December 31, 2020, the Company recorded expense of $1.4 million under this lease. On May 12, 2020, the Company entered into a lease agreement with Wilson Tech 5, which is controlled by significant shareholders, for a proposed site in Lindon, Utah, beginning in 2022. The Company will not have access to the leased premises until construction is complete, the “commencement date,” and is not deemed to be the owner during the construction period. This lease agreement expires ten years after the commencement date. The Company did not make any lease payments during the twelve months ended December 31, 2020 under this lease. The initial base annual rent will be approximately $4.6 million beginning in mid-2022. During the twelve months ended December 31, 2020, the Company provided a short-term advancement to NVX Holdings, Inc., which is controlled by significant shareholders, for which the Company recorded a receivable of $3.4 million. During 2020, the Company made a one-time tax distribution totaling $0.4 million to several current and former employees, including certain executive officers, related to taxable income allocated to such persons for 2019 relating to the Centerbridge transaction.

Operating Segments and Significant Customers

12 Months Ended

Dec. 31, 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). For segment reporting purposes in accordance with ASC 280-10, Segment Reporting, the Company’s business structure is comprised of four operating and reportable segments:

Medicare Internal and External: The Medicare internal and external segments consist primarily of revenues earned from sales of Medicare Advantage, Medicare Supplement, Prescription Drug Plans, and Medicare Special Needs Plans (or “SNPs”), for multiple carriers.

Individual and Family Plan and Other (“IFP and Other”) Internal and External: The IFP and Other internal and external segments consist primarily of revenues earned from sales of individual and family plans, dental plans, vision plans and other ancillary plans to individuals that are not Medicare-eligible.

The Internal and External segments relative to both Medicare and IFP are defined as follows:

Internal: The two internal segments primarily consist of sales of products and plans by Company-employed agents offering qualified prospects plans from multiple carriers, Company-employed agents offering qualified prospects plans on a carrier-specific basis, or sales of products and plans through our online platform without the assistance of our agents (do-it-yourself or “DIY”). The Company earns revenue in this channel through commissions paid by carriers based on sales the Company generates, as well as enrollment fees, hourly fees and other fees for services performed for specific carriers and other partners.

External: The two external segments represent sales of products and plans under the Company’s carrier contracts using an independent, national network of agents who are not employed by Company. These agents utilize the Company’s technology and platform to enroll consumers in health insurance plans and provide a means to earn a return on leads that otherwise may have not been addressed. The Company also sells insurance prospects (or “leads”) to agencies within this channel. The Company earns revenue in this channel through commissions paid by carriers as a result of policy sales, as well as sales of leads to external agencies.

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


	Successor				Predecessor
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Revenues:
Medicare:
Internal channel	$	667,293	$	215,322	$	102,196	$	53,365
External channel	155,660		59,152		55,981		58,834
Total Medicare	822,953		274,474		158,177		112,199
IFP and Other:
Internal channel	32,271		20,850		37,909		63,009
External channel	22,126		13,167		34,924		50,997
Total IFP and Other	54,397		34,017		72,833		114,006
Net revenues	877,350		308,491		231,010		226,205
Segment profit:
Medicare:
Internal channel	296,865		126,210		40,024		24,183
External channel	5,944		10,584		4,893		9,034
Total Medicare	302,809		136,794		44,917		33,217
IFP and Other:
Internal channel	4,269		1,650		2,195		9,707
External channel	1,910		584		1,748		2,848
Total IFP and Other	6,179		2,234		3,943		12,555
Segment profit	308,988		139,027		48,860		45,772
Corporate expense (1)	259,778		9,767		103,469		17,009
Change in fair value of contingent consideration liability	19,700		70,700		—		—
Amortization of intangible assets	94,056		28,217		—		—
Acquisition related transaction costs	—		6,245		2,267		—
Interest expense	32,969		8,076		140		224
Other (income) expense	(358)		(17)		114		379
Income (loss) before income taxes	$	(97,157)	$	16,039	$	(57,129)	$	28,160

(1)The twelve months ended December 31, 2020 includes $6.9 million 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 Predecessor 2019 Period includes the Class C share-based compensation and incentive share plan expense recorded in connection with the Acquisition 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 table presents carriers representing 10% or more of the Company’s total revenue for the periods indicated:


	Successor				Predecessor
	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Humana	40	%	46	%	31	%	25	%
Anthem	29	%	22	%	18	%	8	%
United	13	%	4	%	10	%	8	%

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	SUBSEQUENT EVENTSIn connection with the IPO, the Company, its officers and directors and substantially all of its stockholders, entered into lock-up agreements as described in the Company’s final prospectus for its IPO filed with the SEC on July 16, 2020. Upon expiration of the 180 day lock-up period on January 10, 2021 and through March 9, 2021, the Company’s Class B shareholders have redeemed 14,240 shares of Class B common stock for shares of Class A common stock on a one-for-one basis.

Description of Business and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

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:

Use of Estimates

Cash and Cash Equivalents

Concentration of Credit Risk

Foreign Currency

Accounts Receivable and Allowance for Doubtful Accounts

Commissions Receivable, Commissions Payable, Revenue Recognition, Deferred Revenue and Cost of Revenue

Commissions Receivable

Commissions Payable

Revenue Recognition

Commission Revenue

Enterprise Revenue

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

Incremental Costs to Obtain a Contract

Deferred Revenue

Cost of Revenue

Revenue Recognition for Variable Consideration

On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, reviews and monitors changes in the data used to estimate LTV, as well as the cash received for each vintage as compared to the original estimates. The difference between cash received for each vintage and the respective estimated LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period vintages. Changes in LTV may result in an increase or a decrease to revenue and a corresponding change to commissions receivable. The Company analyzes these differences and to the extent the Company believes differences in the estimates are indicative of a change to prior period LTVs, the Company will adjust revenue for the affected vintages at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

Business Combinations

Property Equipment, and Capitalized Software, Net

Property, Equipment, and Capitalized Software, Net

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives as follows:


Asset Description						Estimated Useful Life
Computer equipment and software						3 years
Office equipment and furniture						7 years
Leasehold improvements						Lesser of useful life (typically 5 years) or remaining lease term

Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

Goodwill and Intangible Assets

Impairment of Long-Lived Assets

Fair Value of Financial Instruments

Fair Value of Financial InstrumentsThe Company applies the accounting guidance related to fair value measurements and discloses information on all financial instruments reported at fair value that enables an assessment of the inputs used in determining the reported fair values.

Marketing and Advertising

Customer Care and Enrollment

Technology

General and Administrative Expenses

Share-Based Compensation Expense

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Description of Business and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Property, Equipment and Capitalized Software Estimated Useful Lives

Depreciation is computed using the straight-line method over the estimated useful lives as follows:


Asset Description						Estimated Useful Life
Computer equipment and software						3 years
Office equipment and furniture						7 years
Leasehold improvements						Lesser of useful life (typically 5 years) or remaining lease term

Property, equipment, and capitalized software, net, consist of the following:


	Successor		Successor
(in thousands)	Dec. 31, 2020		Dec. 31, 2019
Computer equipment	$	9,297	$	3,163
Leasehold improvements	2,515		1,046
Office equipment and furniture	1,140		689
Property and equipment	12,952		4,898
Capitalized software	9,417		1,962
Less: Accumulated depreciation and amortization	(5,016)		(521)
Property, equipment and capitalized software, net	$	17,353	$	6,339

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Summary of Purchase Consideration

The elements of the purchase consideration are as follows:


(in thousands)
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:


(in thousands)
Net working capital	$	18,787
Commissions receivable - non-current	113,565
Property and equipment	4,442
Other non-current assets	218
Other non-current 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)

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Commissions Receivable Activity

Commissions receivable activity is summarized as follows:


	Successor				Predecessor
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019
Beginning balance	$	382,931	$	178,975	$	115,527
Commission revenue	671,140		243,347		175,834
Cash receipts	(243,673)		(39,391)		(112,386)
Ending balance	810,398		382,931		178,975
Less: Commissions receivable - current	188,128		101,078		65,410
Commissions receivable - non-current	$	622,270	$	281,853	$	113,565

Summary of Property, Equipment and Capitalized Software, Net

Depreciation is computed using the straight-line method over the estimated useful lives as follows:


Asset Description						Estimated Useful Life
Computer equipment and software						3 years
Office equipment and furniture						7 years
Leasehold improvements						Lesser of useful life (typically 5 years) or remaining lease term

Property, equipment, and capitalized software, net, consist of the following:


	Successor		Successor
(in thousands)	Dec. 31, 2020		Dec. 31, 2019
Computer equipment	$	9,297	$	3,163
Leasehold improvements	2,515		1,046
Office equipment and furniture	1,140		689
Property and equipment	12,952		4,898
Capitalized software	9,417		1,962
Less: Accumulated depreciation and amortization	(5,016)		(521)
Property, equipment and capitalized software, net	$	17,353	$	6,339

Summary of Accrued Liabilities

Accrued liabilities consist of the following:


	Successor		Successor
(in thousands)	Dec. 31, 2020		Dec. 31, 2019
Bonuses and commissions	$	13,284	$	12,292
Payroll	6,326		2,685
Marketing costs	2,132		2,384
Interest expense	—		2,167
Other accrued expenses	5,184		3,040
Accrued liabilities	$	26,926	$	22,568

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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 twelve months ended December 31, 2020.


	Successor
(in thousands)	Twelve months ended Dec. 31, 2020
Balance at Dec. 31, 2019	$	242,700
Settlement of 2019 earnout	(200,000)
2020 earnout fair value adjustment	19,700
Settlement of 2020 earnout	(62,400)
Balance at Dec. 31, 2020	$	—

Goodwill And Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Definite-lived Amortizable Intangible Assets


	Successor
	Dec. 31, 2020
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	92,114	$	403,886
Customer relationships	232,000		30,160		201,840
Total intangible assets subject to amortization	$	728,000	$	122,274	$	605,726
Indefinite-lived trade names					83,000
Total intangible assets					$	688,726


	Successor
	Dec. 31, 2019
(in thousands)	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 trade names					83,000
Total intangible assets					$	782,783

Schedule of Indefinite-lived Intangible Trade Names


	Successor
	Dec. 31, 2020
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	92,114	$	403,886
Customer relationships	232,000		30,160		201,840
Total intangible assets subject to amortization	$	728,000	$	122,274	$	605,726
Indefinite-lived trade names					83,000
Total intangible assets					$	688,726


	Successor
	Dec. 31, 2019
(in thousands)	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 trade names					83,000
Total intangible assets					$	782,783

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of December 31, 2020, expected annual amortization expense related to intangible assets for each of the five succeeding years is as follows:


(in thousands)	Developed Technology		Customer Relationships		Total
2021	$	70,857	$	23,200	$	94,057
2022	70,857		23,200		94,057
2023	70,857		23,200		94,057
2024	70,857		23,200		94,057
2025	70,857		23,200		94,057
Thereafter	49,601		85,840		135,441
Total	$	403,886	$	201,840	$	605,726

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Summary of Long-Term Debt

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


	Successor		Successor
(in thousands)	Dec. 31, 2020		Dec. 31, 2019
Credit facility	$	412,373	$	299,250
Less: Unamortized debt discount and issuance costs	(11,803)		(8,017)
Total debt	400,570		291,233
Less: Current portion of long-term debt	(4,170)		(3,000)
Total long-term-debt	$	396,400	$	288,233

Schedule of Maturities of Long-Term Debt

Maturities of long-term debt for each of the next five years is as follows:


(in thousands)
2021	$	4,170
2022	4,170
2023	4,170
2024	4,170
2025	395,693
Total	$	412,373

- 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.

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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-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)

12 Months Ended

Dec. 31, 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 for the periods presented:


	Successor				Predecessor
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Marketing and advertising	$	24,890	$	53	$	1,674	$	—
Customer care and enrollment	12,599		20		—		—
Technology	33,085		66		27,059		—
General and administrative	145,655		309		58,327		—
Total share-based compensation expense	$	216,229	$	448	$	87,060	$	—

Summary of Non-option Equity Awards Issued to Employees

A summary of the Profit Units issued is as follows:


(in thousands except per share amounts)	Time-Vesting Units	Weighted Average Grant Date Fair Value		Performance-Vesting Units	Weighted Average Grant Date Fair Value
Unvested units at Dec. 31, 2019	6,667	$	1.39	13,833	$	1.39
Granted	944	2.33		520	2.33
Vested	(1,333)	1.39		(14,353)	14.58
Forfeited	(13)	1.39		—	—
Unvested units at Dec. 31, 2020	6,265	$	1.53	—	$	—

Schedule of Profit Unit Valuation Assumptions

The fair value of the Profit Units is determined using a Monte Carlo simulation and the following assumptions:


	Twelve months ended Dec. 31, 2020	Period from Sep. 13, 2019 through Dec. 31, 2019
Risk free interest rate	1.40%	1.73%
Expected volatility	76.0%	50.0%
Expected life (years)	4.60	5.00
Expected dividend yield	0.0%	0.0%

Schedule of RSUs Issued

A summary of the RSUs issued is as follows:


(in thousands except per share amounts)	RSUs	Weighted Average Grant Date Fair Value
Unvested units at Dec. 31, 2019	—	$	—
Granted	304	21.00
Vested	(13)	21.00
Forfeited	(3)	21.00
Unvested units at Dec. 31, 2020	288	$	21.00

Summary of Stock Options Issued to Employees

A summary of the stock options issued to employees is as follows:


(in thousands except per share amounts)	Stock Options	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1)
Outstanding at Dec. 31, 2019	—	$	—	0.0	$	—
Granted	2,432	10.88
Exercised	—	—
Forfeited	(125)	10.84
Outstanding at Dec. 31, 2020	2,307	$	10.88	9.5	$	—
Exercisable at Dec. 31, 2020	—	$	—	0.0	$	—

Schedule of Stock Options Valuation Assumptions

The fair value of stock options with a requisite service period of three to four years is determined using the Black-Scholes option pricing model using the following ranges of assumptions:


	Twelve months ended Dec. 31, 2020
Risk free interest rate	0.39%	—	0.42%
Expected volatility	51.6%	—	52.5%
Expected life (years)	6.00	—	6.25
Expected dividend yield	0.0%	—	0.0%

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 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
(in thousands, except per share amounts)	Twelve months ended Dec. 31, 2020
Numerator:
Net loss	$	(97,200)
Less: Net loss attributable to GoHealth, Inc. prior to the IPO	(25,465)
Less: Net loss attributable to non-controlling interests subsequent to the IPO	(52,933)
Net loss attributable to GoHealth, Inc.	(18,802)
Denominator:
Weighted-average shares of Class A common stock outstanding—basic	84,189
Effect of dilutive securities	—
Weighted-average shares of Class A common stock outstanding—diluted	84,189
Net loss per share of Class A common stock—basic and diluted	$	(0.22)

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


						Successor
(in thousands)						Twelve months ended Dec. 31, 2020
Stock options and RSUs						2,665
Class B common stock						236,997

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Components of Income (Loss) Before Income Taxes

The components of income (loss) before income taxes are as follows:


	Successor				Predecessor
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Domestic	$	(98,297)	$	15,514	$	(57,227)	$	28,166
Foreign	1,140		525		98		(6)
Income (loss) before income taxes	$	(97,157)	$	16,039	$	(57,129)	$	28,160

Schedule of Components of Income Tax Expense (Benefit)

The components of income tax expense (benefit) are as follows:


	Successor				Predecessor
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Current income taxes:
Federal	$	(89)	$	(3)	$	—	$	38
State and local	231		(1)		57		12
Foreign	91		110		21		—
Total current income taxes	233		106		78		50
Deferred income taxes:
Federal	(106)		(75)		(114)		(3)
State and local	(84)		13		(30)		(1)
Foreign	—		—		—		—
Total deferred income taxes	(190)		(62)		(144)		(4)
Income tax expense (benefit)	$	43	$	44	$	(66)	$	46

Reconciliation of the Statutory Tax Rate to Our Effective Tax Rate

A reconciliation of the U.S. statutory income tax rate to our effective income tax rate is as follows:


	Successor				Predecessor
	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
U.S. statutory tax rate	21.0	%	21.0	%	21.0	%	21.0	%
State taxes, net of the federal benefit	0.4	%	0.1	%	0.0	%	0.0	%
Loss attributable to non-controlling interest	(11.4)	%	0.0	%	0.0	%	0.0	%
Non-deductible expenses	(5.5)	%	0.0	%	0.0	%	0.0	%
Change in valuation allowance	(3.7)	%	0.0	%	0.0	%	0.0	%
Flow-through structure	0.0	%	(20.8)	%	(21.0)	%	(20.9)	%
Other	(0.8)	%	0.0	%	0.0	%	0.0	%
Effective tax rate	0.0	%	0.3	%	0.0	%	0.1	%

Schedule of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities are as follows:


	Successor		Successor
(in thousands)	December 31, 2020		December 31, 2019
Deferred tax assets:
Basis in partnership investment	$	94,910	$	—
Net operating losses	15,555		—
Disallowed business interest	1,058		—
Foreign tax credits	305		129
Accrued liabilities	224		—
Other	15		—
Total gross deferred tax assets	112,067		129
Valuation allowance	(111,843)		—
Total deferred tax assets, net of valuation allowance	224		129
Deferred tax liabilities:
Fixed assets	(9)		(37)
Other	—		(67)
Total gross deferred tax liabilities	(9)		(104)
Net deferred tax assets	$	215	$	25

Revenue (Tables)

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue

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


	Successor				Predecessor
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Commission revenue:
Medicare:
Medicare Advantage	$	630,260	$	217,763	$	119,828	$	84,218
Medicare Supplement	7,023		5,407		9,354		9,610
Prescription Drug Plans	3,579		2,942		1,486		2,396
Total Medicare	640,862		226,112		130,668		96,224
Individual and Family Plan:
Fixed Indemnity	15,966		12,080		35,320		33,861
Short-term	5,710		2,272		2,906		2,895
Major Medical	3,089		1,057		412		2,763
Total Individual and Family Plan	24,765		15,409		38,638		39,519
Ancillary	4,728		1,428		5,483		7,511
Small Group	785		398		1,045		1,124
Total commission revenue	671,140		243,347		175,834		144,378
Enterprise revenue:
Partner Marketing and Enrollment Services	164,754		41,674		14,796		9,913
Direct Partner Campaigns	31,897		17,678		18,251		33,331
Other	9,559		5,792		22,129		38,583
Total enterprise revenue	206,210		65,144		55,176		81,827
Net revenues	$	877,350	$	308,491	$	231,010	$	226,205

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments Under Non-cancelable Capital Leases

Future minimum lease payments required under non-cancelable capital and operating leases as of December 31, 2020 are as follows:


(in thousands)	Capital Leases		Operating Leases
2021	$	335	$	6,531
2022	105		8,993
2023	—		11,529
2024	—		10,812
2025	—		9,914
Thereafter	—		38,809
Total minimum lease payments	$	440	$	86,588
Less: amounts representing interest and taxes	(19)
Less: current portion of the present value of minimum lease payments	(318)
Non-current liabilities, net of current portion	$	103

Schedule of Future Minimum Rental Payments Under Non-cancelable Operating Leases

Future minimum lease payments required under non-cancelable capital and operating leases as of December 31, 2020 are as follows:


(in thousands)	Capital Leases		Operating Leases
2021	$	335	$	6,531
2022	105		8,993
2023	—		11,529
2024	—		10,812
2025	—		9,914
Thereafter	—		38,809
Total minimum lease payments	$	440	$	86,588
Less: amounts representing interest and taxes	(19)
Less: current portion of the present value of minimum lease payments	(318)
Non-current liabilities, net of current portion	$	103

Operating Segments and Significant Customers (Tables)

12 Months Ended

Dec. 31, 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
(in thousands)	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Revenues:
Medicare:
Internal channel	$	667,293	$	215,322	$	102,196	$	53,365
External channel	155,660		59,152		55,981		58,834
Total Medicare	822,953		274,474		158,177		112,199
IFP and Other:
Internal channel	32,271		20,850		37,909		63,009
External channel	22,126		13,167		34,924		50,997
Total IFP and Other	54,397		34,017		72,833		114,006
Net revenues	877,350		308,491		231,010		226,205
Segment profit:
Medicare:
Internal channel	296,865		126,210		40,024		24,183
External channel	5,944		10,584		4,893		9,034
Total Medicare	302,809		136,794		44,917		33,217
IFP and Other:
Internal channel	4,269		1,650		2,195		9,707
External channel	1,910		584		1,748		2,848
Total IFP and Other	6,179		2,234		3,943		12,555
Segment profit	308,988		139,027		48,860		45,772
Corporate expense (1)	259,778		9,767		103,469		17,009
Change in fair value of contingent consideration liability	19,700		70,700		—		—
Amortization of intangible assets	94,056		28,217		—		—
Acquisition related transaction costs	—		6,245		2,267		—
Interest expense	32,969		8,076		140		224
Other (income) expense	(358)		(17)		114		379
Income (loss) before income taxes	$	(97,157)	$	16,039	$	(57,129)	$	28,160

Summary of Revenue by Major Customers by Reporting Segments

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


	Successor				Predecessor
	Twelve months ended Dec. 31, 2020		Period from Sep. 13, 2019 through Dec. 31, 2019		Period from Jan. 1, 2019 through Sep. 12, 2019		Twelve months ended Dec. 31, 2018
Humana	40	%	46	%	31	%	25	%
Anthem	29	%	22	%	18	%	8	%
United	13	%	4	%	10	%	8	%

Description of Business and Significant Accounting Policies - Narrative (Details)		1 Months Ended	4 Months Ended	8 Months Ended	12 Months Ended
	Jul. 17, 2020 USD ($) vote $ / shares shares	Jul. 31, 2020 vote	Dec. 31, 2019 USD ($)	Sep. 12, 2019 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Jul. 18, 2020	May 06, 2020	Aug. 15, 2019
Class of Stock [Line Items]
Proceeds from initial public offering			$ 0	$ 0	$ 852,407,000		$ 0
Payment of partial consideration of the Blocker Merger			0	0	96,165,000		0
Payments to redeem LLC Interests	$ 508,300,000		0	0	508,320,000		0
LLC Interests Redeemed (in shares) \| shares	25,480,000
Payments for equity instruments	$ 100,000,000.0		0	0	100,000,000		0
Accounts receivable			24,461,000		26,871,000	$ 24,461,000
Commissions receivable impairment loss			0	0	0		0
Advertising expenses			18,800,000	29,300,000	$ 156,900,000		25,600,000
Employer contribution, percent of match					50.00%
Employer matching contribution, percent of employees' gross pay					4.00%
Defined contribution plan expense			200,000	$ 300,000	$ 1,000,000.0		$ 400,000
Employer matching contribution, annual vesting percentage					20.00%
401(k) award vesting period					2 years
Unbilled revenues
Class of Stock [Line Items]
Accounts receivable			6,600,000		$ 12,900,000	$ 6,600,000
Computer equipment and software
Class of Stock [Line Items]
Estimated useful life					3 years
Office equipment and furniture
Class of Stock [Line Items]
Estimated useful life					7 years
Leasehold improvements
Class of Stock [Line Items]
Estimated useful life					5 years
Capitalized software
Class of Stock [Line Items]
Estimated useful life					3 years
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 \| Four customers
Class of Stock [Line Items]
Concentration risk, percentage					86.00%
Accounts receivable					$ 23,200,000
Accounts receivable \| Customer concentration risk \| Five customers
Class of Stock [Line Items]
Concentration risk, percentage						87.00%
Accounts receivable			$ 21,200,000			$ 21,200,000
Blocker Company
Class of Stock [Line Items]
LLC interests held (in shares) \| shares	45,503,000
Norvax \| GHH, LLC
Class of Stock [Line Items]
Equity method investment ownership percentage					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 ownership percentage held by the Company								26.80%
Noncontrolling interest ownership percentage held by the Continuing Equity Owners								73.20%
Blocker Merger
Class of Stock [Line Items]
Payment of partial consideration of the Blocker Merger	$ 96,200,000
Class A Common Stock
Class of Stock [Line Items]
Number of votes per common share held \| vote	1	1
Class A Common Stock \| Blocker Merger
Class of Stock [Line Items]
Business combination equity interest Issued (in shares) \| shares	40,683,000
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	307,980,000
Class B common stock \| Continuing Equity Owners
Class of Stock [Line Items]
Stock issued for continuing equity owners (in shares) \| shares	229,399,000

Acquisitions - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands			4 Months Ended		8 Months Ended	12 Months Ended
	May 15, 2020	Sep. 13, 2019	Dec. 31, 2019	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Jul. 17, 2020
Business Acquisition [Line Items]
Contingent consideration			$ 242,700	$ 242,700		$ 0	$ 242,700
Non-recurring pro forma adjustments			$ (15,995)	$ (15,995)	$ 57,063	$ 97,200		$ (28,114)
Norvax
Business Acquisition [Line Items]
Pro forma net loss							29,500	$ 95,400
Norvax \| Share-based compensation and transaction bonuses and costs
Business Acquisition [Line Items]
Non-recurring pro forma adjustments							$ 98,200
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
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
Norvax \| Class B Common Units \| GHH, LLC \| 2019 Earnout
Business Acquisition [Line Items]
Issuance of common units (in shares)	48,645
Norvax \| Preferred Units \| GHH, LLC \| 2019 Earnout
Business Acquisition [Line Items]
Issuance of Senior Preferred Earnout Units (in shares)	100,000

Acquisitions - 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

Acquisitions - Summary of Allocation of Purchase Price (Details) - USD ($) $ in Thousands	Dec. 31, 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
Commissions receivable - non-current			113,565
Property and equipment			4,442
Other non-current assets			218
Other non-current 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 - Commissions Receivable (Details) - USD ($) $ in Thousands	4 Months Ended	8 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018
Disaggregation of Revenue [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
Contract with Customer, Asset [Roll Forward]
Commission revenue for the period	$ 308,491	$ 231,010	$ 877,350	$ 226,205
Less: Commissions receivable – current	101,078		188,128
Commissions receivable – non-current	281,853		622,270
Commission
Contract with Customer, Asset [Roll Forward]
Beginning balance	178,975	115,527	382,931
Commission revenue for the period	243,347	175,834	671,140	144,378
Cash receipts for the period	(39,391)	(112,386)	(243,673)
Ending balance	382,931	178,975	810,398	$ 115,527
Less: Commissions receivable – current	101,078	65,410	188,128
Commissions receivable – non-current	$ 281,853	$ 113,565	$ 622,270

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Balance Sheet Accounts - Summary of Property, Equipment and Capitalized Software, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation and amortization	$ (5,016)	$ (521)
Property, equipment, and capitalized software, net	17,353	6,339
Property and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	12,952	4,898
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment	9,297	3,163
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	2,515	1,046
Office equipment and furniture
Property, Plant and Equipment [Line Items]
Property and equipment	1,140	689
Capitalized software
Property, Plant and Equipment [Line Items]
Property and equipment	$ 9,417	$ 1,962

Balance Sheet Accounts - Narrative (Details) - USD ($) $ in Millions	4 Months Ended	8 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 0.4	$ 1.3	$ 2.9	$ 1.5
Amortization expense related to computer software	$ 0.1	$ 3.0	$ 1.6	$ 4.6

Balance Sheet Accounts - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Bonuses and commissions	$ 13,284	$ 12,292
Payroll	6,326	2,685
Marketing costs	2,132	2,384
Interest expense	0	2,167
Other accrued expenses	5,184	3,040
Accrued liabilities	$ 26,926	$ 22,568

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 17, 2020	Dec. 31, 2020
Contingent consideration \| 2020 Earnout
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Settlement	$ 62,400	$ 62,400

Fair Value Measurements - Summary of Fair value of the Contingent Consideration (Details) - Contingent consideration - USD ($) $ in Thousands		12 Months Ended
	Jul. 17, 2020	Dec. 31, 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	$ (62,400)	(62,400)
2020 earnout fair value adjustment		$ 19,700

Goodwill And Intangible Assets, Net - Narrative (Details)	4 Months Ended	8 Months Ended	12 Months Ended
	Dec. 31, 2019 USD ($)	Sep. 12, 2019 USD ($)	Dec. 31, 2020 USD ($) reporting_unit segment	Dec. 31, 2018 USD ($)
Goodwill [Line Items]
Number of reporting units \| reporting_unit			4
Number of operating segments \| segment			4
Impairment of goodwill	$ 0
Impairment of intangible assets	0	$ 0	$ 0	$ 0
Weighted average \| Developed technology
Goodwill [Line Items]
Remaining amortization period			5 years 9 months 18 days
Weighted average \| Customer relationships
Goodwill [Line Items]
Remaining amortization period			8 years 9 months 18 days
Medicare—Internal
Goodwill [Line Items]
Goodwill recorded	380,300,000
Medicare—External
Goodwill [Line Items]
Goodwill recorded	$ 6,200,000

Goodwill And Intangible Assets, Net - Summary of Definite-lived and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 728,000	$ 728,000
Accumulated Amortization	122,274	28,217
Net Carrying Amount	605,726	699,783
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Net Carrying Amount	688,726	782,783
Trade names
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived trade names	83,000	83,000
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	496,000	496,000
Accumulated Amortization	92,114	21,257
Net Carrying Amount	403,886	474,743
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	232,000	232,000
Accumulated Amortization	30,160	6,960
Net Carrying Amount	$ 201,840	$ 225,040

Goodwill and Intangible Assets, Net - Summary of Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
2021	$ 94,057
2022	94,057
2023	94,057
2024	94,057
2025	94,057
Thereafter	135,441
Net Carrying Amount	605,726	$ 699,783
Developed technology
Finite-Lived Intangible Assets [Line Items]
2021	70,857
2022	70,857
2023	70,857
2024	70,857
2025	70,857
Thereafter	49,601
Net Carrying Amount	403,886	474,743
Customer relationships
Finite-Lived Intangible Assets [Line Items]
2021	23,200
2022	23,200
2023	23,200
2024	23,200
2025	23,200
Thereafter	85,840
Net Carrying Amount	$ 201,840	$ 225,040

Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Credit facility	$ 412,373	$ 299,250
Less: Unamortized debt discount and issuance costs	(11,803)	(8,017)
Total debt	400,570	291,233
Less: Current portion of long-term debt	(4,170)	(3,000)
Total long-term-debt	$ 396,400	$ 288,233

Long-Term Debt - Maturities of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
2021	$ 4,170
2022	4,170
2023	4,170
2024	4,170
2025	395,693
Total debt	$ 412,373	$ 299,250

Long-Term Debt - Narrative (Details) - USD ($) shares in Thousands		8 Months Ended	12 Months Ended
	Mar. 23, 2020	Sep. 12, 2019	Dec. 31, 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
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)	6,667
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%
Secured debt
Debt Instrument [Line Items]
Debt Instrument, effective interest rate			7.50%				8.40%
Secured debt \| Term Loan Facility
Debt Instrument [Line Items]
Credit facility, aggregate principal amount								$ 300,000,000.0
Debt issuance costs			$ 9,300,000
Amount outstanding			$ 296,300,000
Mandatory prepayment as a percentage of amount raised on debt issue			100.00%
Debt instrument periodic payment percentage			0.25%
Secured debt \| Incremental Term Loan Facility
Debt Instrument [Line Items]
Credit facility, aggregate principal amount						$ 117,000,000.0
Debt issuance costs			$ 6,000,000.0
Amount outstanding			$ 116,100,000
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
Revolving Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility, aggregate principal amount								$ 30,000,000.0
Amount outstanding			$ 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
Amount outstanding			$ 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
Amount outstanding			$ 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/commission 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' Equity and Members' Equity (Details)		1 Months Ended	8 Months Ended
Stockholders' Equity and Members' Equity (Details)	Jul. 17, 2020 vote	Jul. 31, 2020 vote $ / shares shares	Sep. 12, 2019 $ / shares	Dec. 31, 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%
Liquidation proceeds per unit (in dollars per share)			$ 10.00
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		619,004,000
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	4 Months Ended	8 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018
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	$ 448	$ 87,060	$ 216,229	$ 0
Marketing and advertising
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	53	1,674	24,890	0
Customer care and enrollment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	20	0	12,599	0
Technology
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	66	27,059	33,085	0
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 309	$ 58,327	$ 145,655	$ 0

Share-Based Compensation Plans - Narrative (Details) shares in Thousands, $ in Thousands					1 Months Ended	3 Months Ended	4 Months Ended	8 Months Ended	12 Months Ended
	Jul. 17, 2020 shares	Jul. 14, 2020 shares	Jul. 07, 2020 shares	Sep. 13, 2019	Feb. 28, 2021 shares	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 12, 2019 USD ($)	Dec. 31, 2020 USD ($) shares	Dec. 31, 2018 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ratio of LLC Interests to Class B common stock	1
Stock options granted (in shares)									2,432
Share-based compensation expense \| $							$ 448	$ 87,060	$ 216,229	$ 0
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
Maximum annual increase in shares initially available for issuance, percentage of shares of Class A common stock outstanding		5.00%
Restricted stock units granted (in shares)	304
Stock options granted (in shares)	2,432
2020 Incentive Award Plan \| Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)					4,210
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
Incentive Share Plan \| Norvax \| GHH, LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of voting interest acquired				100.00%
Time-Vesting Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of award				33.33%
Requisite service period				5 years
Unamortized share-based compensation expense \| $									$ 8,800
Unamortized share-based compensation expense, weighted average period of recognition									3 years 10 months 24 days
Restricted stock units granted (in shares)									944
Share-based compensation expense \| $									$ 6,900
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%
Accelerated vesting, related compensation expense \| $						$ 209,300			$ 209,300
Restricted stock units granted (in shares)									520
RSUs and Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized share-based compensation expense, weighted average period of recognition									2 years 10 months 24 days
Unamortized share-based compensation expense \| $									$ 26,700
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period									4 years
Restricted stock units granted (in shares)									304
Stock options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period									3 years
Stock options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period									4 years
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares)			808
Maximum annual increase in shares initially available for issuance, percentage of shares of Class A common stock outstanding			1.00%
Employee Stock \| Subsequent event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)					842

Share-Based Compensation Plans - Summary of Profit Units and RSUs Issued to Employees (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Time-Vesting Units
Number of Units
Unvested units at beginning of period (in shares) \| shares	6,667
Granted (in shares) \| shares	944
Vested (in shares) \| shares	(1,333)
Forfeited (in shares) \| shares	(13)
Unvested units at end of period (in shares) \| shares	6,265
Weighted Average Grant Date Fair Value
Unvested units at beginning of period (in dollars per share) \| $ / shares	$ 1.39
Granted (in dollars per share) \| $ / shares	2.33
Vested (in dollars per share) \| $ / shares	1.39
Forfeited (in dollars per share) \| $ / shares	1.39
Unvested units at end of period (in dollars per share) \| $ / shares	$ 1.53
Performance-Vesting Units
Number of Units
Unvested units at beginning of period (in shares) \| shares	13,833
Granted (in shares) \| shares	520
Vested (in shares) \| shares	(14,353)
Forfeited (in shares) \| shares	0
Unvested units at end of period (in shares) \| shares	0
Weighted Average Grant Date Fair Value
Unvested units at beginning of period (in dollars per share) \| $ / shares	$ 1.39
Granted (in dollars per share) \| $ / shares	2.33
Vested (in dollars per share) \| $ / shares	14.58
Forfeited (in dollars per share) \| $ / shares	0
Unvested units at end of period (in dollars per share) \| $ / shares	$ 0
RSUs
Number of Units
Unvested units at beginning of period (in shares) \| shares	0
Granted (in shares) \| shares	304
Vested (in shares) \| shares	(13)
Forfeited (in shares) \| shares	(3)
Unvested units at end of period (in shares) \| shares	288
Weighted Average Grant Date Fair Value
Unvested units at beginning of period (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	21.00
Vested (in dollars per share) \| $ / shares	21.00
Forfeited (in dollars per share) \| $ / shares	21.00
Unvested units at end of period (in dollars per share) \| $ / shares	$ 21.00

Share-Based Compensation Plans - Summary of Valuation Assumptions, Profit Units (Details) - Profit Units	4 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate	1.73%	1.40%
Expected volatility	50.00%	76.00%
Expected life (years)	5 years	4 years 7 months 6 days
Expected dividend yield	0.00%	0.00%

Share-Based Compensation Plans - Summary of Stock Options Issued to Employees (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stock Options
Outstanding at beginning of period (in shares)	0
Granted (in shares)	2,432
Exercised (in shares)	0
Forfeited (in shares)	(125)
Outstanding at end of period (in shares)	2,307	0
Weighted Average Grant Date Fair Value
Outstanding at beginning of period (in dollars per share)	$ 0
Granted (in dollars per share)	10.88
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	10.84
Outstanding at end of period (in dollars per share)	$ 10.88	$ 0
Stock Option Activity, Additional Disclosures
Outstanding, Weighted Average Remaining Contractual Term	9 years 6 months	0 years
Outstanding, Aggregate Intrinsic Value	$ 0	$ 0
Exercisable (in shares)	0
Exercisable, Weighted Average Grant Date Fair Value (in dollars per share)	$ 0
Exercisable, Weighted Average Remaining Contractual Term	0 years
Exercisable, Aggregate Intrinsic Value	$ 0

Share-Based Compensation Plans - Summary of Valuation Assumptions, Options (Details) - Stock options	12 Months Ended
	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate	0.39%
Risk free interest rate	0.42%
Expected volatility	51.60%
Expected volatility	52.50%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (years)	6 years
Expected dividend yield	0.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (years)	6 years 3 months
Expected dividend yield	0.00%

Net Loss Per Share - Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

4 Months Ended

8 Months Ended

12 Months Ended

Dec. 31, 2019

Sep. 12, 2019

Dec. 31, 2020

Dec. 31, 2018

Numerator:

Net loss

$ 15,995

$ (57,063)

$ (97,200)

$ 28,114

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

(25,465)

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

$ 0

(52,933)

$ (3)

Net loss attributable to GoHealth, Inc.

$ (18,802)

Denominator:

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

84,189,000

Effect of dilutive securities (in shares)

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

84,189,000

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

^[1]

$ (0.22)

[1]	Net loss per share of Class A common stock—basic and diluted is based on the post-IPO net loss from July 17, 2020 to December 31, 2020.

Net Loss Per Share - Antidilutive Securities (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2020 shares
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)	2,665
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

Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	4 Months Ended	8 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
Domestic	$ 15,514	$ (57,227)	$ (98,297)	$ 28,166
Foreign	525	98	1,140	(6)
Income (loss) before income taxes	$ 16,039	$ (57,129)	$ (97,157)	$ 28,160

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: 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=120311839&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=68072869&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
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+ Details

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	4 Months Ended	8 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
Current income taxes:
Federal	$ (3)	$ 0	$ (89)	$ 38
State and local	(1)	57	231	12
Foreign	110	21	91	0
Total current income taxes	106	78	233	50
Deferred income taxes:
Federal	(75)	(114)	(106)	(3)
State and local	13	(30)	(84)	(1)
Foreign	0	0	0	0
Total deferred income taxes	(62)	(144)	(190)	(4)
Income tax expense (benefit)	$ 44	$ (66)	$ 43	$ 46

Income Taxes - Reconciliation of Statutory Tax Rate to Our Effective Tax Rate (Details)	4 Months Ended	8 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
U.S. statutory tax rate	21.00%	21.00%	21.00%	21.00%
State taxes, net of the federal benefit	0.10%	0.00%	0.40%	0.00%
Loss attributable to non-controlling interest	0.00%	0.00%	(11.40%)	0.00%
Non-deductible expenses	0.00%	0.00%	(5.50%)	0.00%
Change in valuation allowance	0.00%	0.00%	(3.70%)	0.00%
Flow-through structure	(20.80%)	(21.00%)	0.00%	(20.90%)
Other	0.00%	0.00%	(0.80%)	0.00%
Effective tax rate	0.30%	0.00%	(0.00%)	0.10%

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Basis in partnership investment	$ 94,910	$ 0
Net operating losses	15,555	0
Disallowed business interest	1,058	0
Foreign tax credits	305	129
Accrued liabilities	224	0
Other	15	0
Total gross deferred tax assets	112,067	129
Valuation allowance	(111,843)	0
Total deferred tax assets, net of valuation allowance	224	129
Deferred tax liabilities:
Fixed assets	(9)	(37)
Other	0	(67)
Total gross deferred tax liabilities	(9)	(104)
Net deferred tax assets	$ 215	$ 25

Income Taxes - Narrative (Details) - USD ($)	4 Months Ended	8 Months Ended	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018	Jul. 17, 2020
Operating Loss Carryforwards [Line Items]
Effective tax rate	0.30%	0.00%	(0.00%)	0.10%
Valuation allowance	$ 0		$ 111,843,000
Reserve for uncertain tax positions	0		0
Tax Receivable Agreement, payment, percent of amount of tax benefits realized or deemed to realize					85.00%
Tax Receivable Agreement, percent of tax benefits that the Company may actually realize					15.00%
Tax Receivable Agreement, liability			0
U.S. federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	0		65,600,000
Tax credits and incentives	100,000		300,000
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 0		$ 1,800,000

Revenue - Narrative (Details) - USD ($)	12 Months Ended
Revenue - Narrative (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Revenue adjustment relating to performance obligations satisfied n prior periods	$ (2,000,000.0)	$ 0	$ 0
Revenue recognized that was previously deferred	$ 14,700,000

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	4 Months Ended	8 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018
Disaggregation of Revenue [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
Net revenues	$ 308,491	$ 231,010	$ 877,350	$ 226,205
Commission
Disaggregation of Revenue [Line Items]
Net revenues	243,347	175,834	671,140	144,378
Ancillary
Disaggregation of Revenue [Line Items]
Net revenues	1,428	5,483	4,728	7,511
Small Group
Disaggregation of Revenue [Line Items]
Net revenues	398	1,045	785	1,124
Enterprise
Disaggregation of Revenue [Line Items]
Net revenues	65,144	55,176	206,210	81,827
Partner Marketing and Enrollment Services
Disaggregation of Revenue [Line Items]
Net revenues	41,674	14,796	164,754	9,913
Direct Partner Campaigns
Disaggregation of Revenue [Line Items]
Net revenues	17,678	18,251	31,897	33,331
Other
Disaggregation of Revenue [Line Items]
Net revenues	5,792	22,129	9,559	38,583
Medicare
Disaggregation of Revenue [Line Items]
Net revenues	226,112	130,668	640,862	96,224
Medicare \| Medicare Advantage
Disaggregation of Revenue [Line Items]
Net revenues	217,763	119,828	630,260	84,218
Medicare \| Medicare Supplement
Disaggregation of Revenue [Line Items]
Net revenues	5,407	9,354	7,023	9,610
Medicare \| Prescription Drug Plans
Disaggregation of Revenue [Line Items]
Net revenues	2,942	1,486	3,579	2,396
Individual and Family Plan
Disaggregation of Revenue [Line Items]
Net revenues	15,409	38,638	24,765	39,519
Individual and Family Plan \| Fixed Indemnity
Disaggregation of Revenue [Line Items]
Net revenues	12,080	35,320	15,966	33,861
Individual and Family Plan \| Short-term
Disaggregation of Revenue [Line Items]
Net revenues	2,272	2,906	5,710	2,895
Individual and Family Plan \| Major Medical
Disaggregation of Revenue [Line Items]
Net revenues	$ 1,057	$ 412	$ 3,089	$ 2,763

Commitments and Contingencies - Narrative (Details) $ in Millions	1 Months Ended	4 Months Ended	8 Months Ended	12 Months Ended
	Sep. 30, 2020 claim	Dec. 31, 2019 USD ($)	Sep. 12, 2019 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Assets acquired under capital leases				$ 0.8
Net book value of assets under capital leases				0.4
Rent expense		$ 2.0	$ 3.1	$ 6.7	$ 2.8
Pending litigation
Loss Contingencies [Line Items]
Number of securities class action complaints filed \| claim	3

Commitments and Contingencies - Future Minimum Lease Payments Under Non-cancelable Capital and Operating Leases (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Capital Leases
2021	$ 335
2022	105
2023	0
2024	0
2025	0
Thereafter	0
Total minimum lease payments	440
Less: amounts representing interest and taxes	(19)
Less: current portion of the present value of minimum lease payments	(318)
Non-current liabilities, net of current portion	103
Operating Leases
2021	6,531
2022	8,993
2023	11,529
2024	10,812
2025	9,914
Thereafter	38,809
Total minimum lease payments	$ 86,588

Related Party Transactions (Details) - USD ($)	4 Months Ended	8 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018
Related Party Transaction [Line Items]
Lease payments	$ 300,000	$ 800,000	$ 1,400,000	$ 1,000,000.0
Receivable from NVX Holdings, Inc.	$ 0		3,395,000
Current and former employees
Related Party Transaction [Line Items]
One-time tax distributions			400,000
Wilson Tech Five
Related Party Transaction [Line Items]
Lease payments			$ 0
Lease expiration period			10 years
Initial base rent			$ 4,600,000
Non-Exclusive Aircraft Dry Lease Agreement
Related Party Transaction [Line Items]
Agreement terminable without cause by either party, period of required prior written notice			30 days
Amount required to pay per flight hour for use of aircraft			$ 6,036.94
Lease expenses incurred			$ 1,400,000

Operating Segments and Significant Customers - Narrative (Details)	12 Months Ended
	Dec. 31, 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	3 Months Ended	4 Months Ended	8 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]			Predecessor		Predecessor
Revenues:
Net revenues		$ 308,491	$ 231,010	$ 877,350	$ 226,205
Segment profit (loss):
Segment profit		24,098	(56,875)	(64,546)	28,763
Corporate expense		9,767	103,469	259,778	17,009
Change in fair value of contingent consideration liability		70,700	0	19,700	0
Amortization of intangible assets		28,217	0	94,056	0
Acquisition related transaction costs		6,245	2,267	0	0
Interest expense		8,076	140	32,969	224
Other (income) expense		(17)	114	(358)	379
Income (loss) before income taxes		16,039	(57,129)	(97,157)	28,160
Share-based compensation expense		448	87,060	216,229	0
Performance-Vesting Units
Segment profit (loss):
Accelerated vesting, related compensation expense	$ 209,300			209,300
Time-Vesting Units
Segment profit (loss):
Share-based compensation expense				6,900
Operating Segments
Revenues:
Net revenues		308,491	231,010	877,350	226,205
Segment profit (loss):
Segment profit		139,027	48,860	308,988	45,772
Medicare
Revenues:
Net revenues		226,112	130,668	640,862	96,224
Medicare \| Operating Segments
Revenues:
Net revenues		274,474	158,177	822,953	112,199
Segment profit (loss):
Segment profit		136,794	44,917	302,809	33,217
Internal channel \| Operating Segments
Revenues:
Net revenues		215,322	102,196	667,293	53,365
Segment profit (loss):
Segment profit		126,210	40,024	296,865	24,183
External channel \| Operating Segments
Revenues:
Net revenues		59,152	55,981	155,660	58,834
Segment profit (loss):
Segment profit		10,584	4,893	5,944	9,034
Individual and Family Plan and Other \| Operating Segments
Revenues:
Net revenues		34,017	72,833	54,397	114,006
Segment profit (loss):
Segment profit		2,234	3,943	6,179	12,555
Internal channel \| Operating Segments
Revenues:
Net revenues		20,850	37,909	32,271	63,009
Segment profit (loss):
Segment profit		1,650	2,195	4,269	9,707
External channel \| Operating Segments
Revenues:
Net revenues		13,167	34,924	22,126	50,997
Segment profit (loss):
Segment profit		$ 584	$ 1,748	$ 1,910	$ 2,848

Operating Segments and Significant Customers - Summary of Revenue by Major Customers by Reporting Segments (Details)	4 Months Ended	8 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 12, 2019	Dec. 31, 2020	Dec. 31, 2018
Revenue, Major Customer [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor		Predecessor
Humana \| Revenue \| Customer concentration risk
Revenue, Major Customer [Line Items]
Revenue reported by segment, percent	46.00%	31.00%	40.00%	25.00%
Anthem \| Revenue \| Customer concentration risk
Revenue, Major Customer [Line Items]
Revenue reported by segment, percent	22.00%	18.00%	29.00%	8.00%
United \| Revenue \| Customer concentration risk
Revenue, Major Customer [Line Items]
Revenue reported by segment, percent	4.00%	10.00%	13.00%	8.00%

Subsequent Events (Details)		2 Months Ended
Subsequent Events (Details)	Jul. 17, 2020	Mar. 09, 2021 shares
Subsequent Event [Line Items]
Lock-up period	180 days
Subsequent event
Subsequent Event [Line Items]
Common stock conversion ratio		1
Subsequent event \| Common Stock \| Class B common stock
Subsequent Event [Line Items]
Conversion of stock		(14,240)
Subsequent event \| Common Stock \| Class A Common Stock
Subsequent Event [Line Items]
Conversion of stock		14,240

Label	Element	Value
Accounting Standards Update [Extensible List]	us-gaap_AccountingStandardsUpdateExtensibleList	us-gaap:AccountingStandardsUpdate201409Member

- Definition

Indicates amendment to accounting standards.

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+ Details