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United States securities and exchange commission logo
June 4, 2020
Clint Jones
Chief Executive Officer
GoHealth, Inc.
214 West Huron Street
Chicago, IL 60654
Re: GoHealth, Inc.
Draft Registration
Statement on Form S-1
Submitted May 8,
2020
CIK No. 0001808220
Dear Mr. Jones:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement submitted May 8, 2020
Cover Page
1. Refer to the third page
of the gatefold graphics. Please include a cross-reference to the
definition of and
reconciliation for each of the non-GAAP measures presented here.
Please also add a
footnote defining the LTV / CAC Medicare-Internal Segment operating
metric.
Prospectus Summary, page 1
2. Refer to the first
paragraph. Please substantiate that you have a track record of significant
growth in the Medicare
segment.
Clint Jones
GoHealth, Inc.
June 4, 2020
Page 2
3. Refer to the first full paragraph on page 2. Please briefly describe
how you determined
the estimate of your total addressable market.
4. Refer to the second full paragraph on page 2 Please describe the
significance of
interactions and leads and conversion rate and discuss how these
measures are meaningful
to investors.
5. Refer to the first paragraph on page 6. Please provide the basis of
your belief that the
number of Submitted Policies makes you one of the largest health
insurance marketplaces.
Summary Historical and Pro Forma Condensed Consolidated Financial and Other
Data
Other Operating Data, page 27
6. We note your inclusion of other operating data for the years ended
December 31, 2019
and 2018 here and elsewhere in the filing. However, the financial
statement periods
present separate successor and predecessor periods for the year ended
December 31,
2019. Please revise here and elsewhere (e.g., pages 102 to 104) to
disaggregate the other
operating data in 2019 between the successor and predecessor periods
to correspond to the
financial statement periods.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
98
7. Please disclose and discuss actual renewal commissionable approved
submissions and
estimated average policy life for your major categories of plan types
for the periods
presented within the financial statements, or tell us why you are
unable to do so.
8. Please disclose your average ranges of commission rates by plan type
and specify the
difference in commission rate from a newly approved submission versus
a renewal
commission (if any), or tell us why such information is not
meaningful. Additionally, to
the extent it is material, discuss commission rate compression or
expansion due to
competition or other market events.
9. We note you address Adjusted EBITDA which you have identified as a
Non-GAAP
Measure within the overview and elsewhere within the filing. Please
revise here and
elsewhere (e.g., the third page of the gatefold graphics, the fourth
paragraph on page 1,
and the last paragraph on page 3) to also present the most directly
comparable GAAP
measure with equal or greater prominence to the non-GAAP measure.
Factors Affecting Our Results of Operations, page 100
10. Please describe any known trends or uncertainties that have had, or that
you reasonably
FirstName LastNameClint Jones
expect will have, a material favorable or unfavorable impact on revenue
or results of
Comapany NameGoHealth, Item 303(a) of Regulation S-K and Section III.B.3. of
Release No.
operations. Refer to Inc.
June 4,33-8350. 2
2020 Page
FirstName LastName
Clint Jones
FirstName Inc.
GoHealth, LastNameClint Jones
Comapany NameGoHealth, Inc.
June 4, 2020
Page 3
June 4, 2020 Page 3
FirstName LastName
Key Business and Operating Metrics by Segment, page 101
11. For each of the operating metrics you present, please discuss any
material assumptions or
limitations associated with that metric.
Lifetime Value of Commissions per Consumer Acquisition Cost, page 102
12. We note that your calculation of lifetime value of commissions is
based on estimates
for future renewal commissions. Please tell us and quantify the
specific inputs you used
to estimate the future renewals during each financial statement
period. In addition, tell us
how actual renewal rates experienced thus far compare to your
estimates.
13. We note that your consumer acquisition cost ("CAC") is computed as the
cost to convert a
prospect into a customer less other non-commission carrier revenue for
such period.
Please tell us what were your CAC during each financial statement
period and provide us
with an example calculation and discussion of your quantitative inputs
into your CAC,
including how it compares to your financial statement expense line
items (e.g. customer
care and enrollment).
Results of Operations
Commission Revenues, page 108
14. We note that your commission revenues increased as a result of 360%
and 111% increases
in commissionable approved submissions for the Medicare - Internal and
Medicare -
External segments, respectively. However, it is not clear how these
percentages reconcile
to the table showing a total 233.9% increase in total commissionable
approved
submissions on page 103. Please tell us how these amounts reconcile
and revise the table
on page 103 to disaggregate the commissionable approved submissions
between your
segments.
15. We note your revenue recognition policy on page F-15 states that the
Company recognizes
commission revenue when a carrier has received and approved an
insurance application in
an amount that represents the total estimated lifetime commissions.
Further, we note that
the total estimated lifetime commissions includes an initial component
as well as
estimated renewal components. Please tell us and revise your
disclosures to quantify the
amount of revenue recognized relating to each of these components
during each financial
statement period presented.
Segment Information
Revenues, page 113
16. We note that revenues for the Medicare - Internal segment increased to
$317.5 million for
the pro forma fiscal year 2019 compared to $53.4 million for the year
ended December 31,
2018, representing an increase of approximately 495%, compared to
commissionable
approved submissions increasing by only 360%. Similarly, we note that
revenues for the
Medicare - External segment increased to $115.1 million for the pro
forma fiscal year
Clint Jones
GoHealth, Inc.
June 4, 2020
Page 4
2019 compared to $58.8 million for the year ended December 31, 2018,
representing an
increase of approximately 96%, compared to commissionable approved
submissions
increasing by only 111%. Please revise your discussion here and
elsewhere to provide
additional clarity and context around the drivers impacting your
revenue, including
pricing mix, policy variability, carrier mix or other factors, as
applicable. Refer to Item
303 of Regulation S-K.
Description of Capital Stock
Forum Selection, page 169
17. You state that the federal district courts will be the exclusive forum
for claims arising
under the Securities Act. Please state here and in the carryover risk
factor on pages 69-70
that shareholders will not be deemed to have waived the company's
compliance with the
federal securities laws.
18. You state that the exclusive forum provision will not apply to claims
under the Exchange
Act. Please confirm that this will be explicitly stated in your
certificate of incorporation
or, alternatively, tell us how you plan in future filings to make
investors aware that the
provision is not applicable to these claims.
You may contact Lory Empie, Staff Accountant, at (202) 551-3714 or
Robert Klein, Staff
Accountant, at (202) 551-3847 if you have questions regarding comments on the
financial
statements and related matters. Please contact J. Nolan McWilliams,
Attorney-Advisor, at (202)
551-3217 or Dietrich King, Attorney-Advisor, at (202) 551-8071 with any other
questions.
Sincerely,
FirstName LastNameClint Jones
Division of
Corporation Finance
Comapany NameGoHealth, Inc.
Office of Finance
June 4, 2020 Page 4
cc: Stelios G. Saffos, Esq.
FirstName LastName