0001808220-23-000036 | 10-K | XBRL Viewer

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Balance Sheet Accounts - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 6.4	$ 9.3	$ 2.9
Amortization expense related to computer software	$ 6.5	$ 4.2	$ 1.6

Balance Sheet Accounts

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Accounts

BALANCE SHEET ACCOUNTS

Commissions Receivable

Commissions receivable activity is summarized as follows:


	Dec. 31,
(in thousands)	2022		2021
Beginning balance	$	1,262,507	$	810,398
Commission revenue	341,467		881,263
Cash receipts	(572,741)		(428,313)
Allowance for credit losses	200		(841)
Ending balance	1,031,433		1,262,507
Less: Commissions receivable - current	335,796		268,663
Commissions receivable - non-current	$	695,637	$	993,844

Our contracts with health plan partners expose us to credit risk that a financial loss could be incurred if the counterparty does not fulfill its financial obligation. While we are exposed to credit losses due to the non-performance of our counterparties, we consider the risk of this remote. We estimate our maximum credit risk in determining the commissions receivable amount recorded on the balance sheet.

The commissions receivable balances as of December 31, 2022 and 2021 primarily relate to Medicare Advantage Plans sold during the fourth quarters of 2022 and 2021 with effective dates in 2023 and 2022, respectively.

Property, Equipment and Capitalized Software, Net

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


	Dec. 31,
(in thousands)	2022		2021
Computer equipment	$	7,872	$	12,339
Leasehold improvements	9,339		3,157
Office equipment and furniture	1,356		1,263
Property and equipment	18,567		16,759
Capitalized software	24,976		17,840
Less: Accumulated depreciation and amortization	(18,261)		(10,326)
Property, equipment and capitalized software, net	$	25,282	$	24,273

Depreciation expense related to property and equipment for the twelve months ended December 31, 2022, 2021 and 2020 was $6.4 million, $9.3 million and $2.9 million, respectively.

Amortization expense related to capitalized software was $6.5 million, $4.2 million and $1.6 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively.

Accrued Liabilities

Accrued liabilities consist of the following:


	Dec. 31,
(in thousands)	2022		2021
Bonuses and commissions	$	23,752	$	18,583
Payroll	10,865		12,824
Marketing costs	6,949		13,065
Interest expense	179		2,994
Other accrued expenses	11,589		5,322
Accrued liabilities	$	53,334	$	52,788

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 17, 2020
Operating Loss Carryforwards [Line Items]
Effective tax rate	(0.20%)	(0.00%)	(0.00%)
Deferred tax asset recognized for basis difference in investment	$ 24,000,000
Basis in partnership investment	201,585,000	$ 162,277,000
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	600,000	0
U.S. federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	302,800,000	230,900,000
Tax credits and incentives	1,000,000	600,000
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 287,600,000	$ 230,500,000

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 10,380	$ 6,652
Operating lease assets obtained in exchange for new lease obligations	26,405	1,831
Reduction in operating lease right-of-use asset due to reassessment of lease terms	4,155	0
Reduction in operating lease liability due to reassessment of lease terms	$ 4,155	$ 0

Operating Segments and Significant Customers - Summary of Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Net revenues			$ 631,675,000	$ 1,062,415,000	$ 877,350,000
Segment profit (loss):
Segment profit (loss)			(318,666,000)	(489,447,000)	(64,546,000)
Corporate expense			115,590,000	97,807,000	259,778,000
Amortization of intangible assets			94,057,000	94,056,000	94,056,000
Operating lease impairment charges	$ 1,100,000	$ 25,300,000	25,345,000	1,062,000	0
Restructuring and other related charges			12,184,000	0	0
Change in fair value of contingent consideration liability			0	0	19,700,000
Loss on extinguishment of debt			0	11,935,000	0
Goodwill impairment charges			0	386,553,000	0
Interest expense			57,069,000	33,505,000	32,969,000
Other (income) expense, net			(115,000)	(669,000)	(358,000)
Income (loss) before income taxes			(375,620,000)	(534,218,000)	(97,157,000)
Operating Segments
Revenues:
Net revenues			631,675,000	1,062,415,000	877,350,000
Segment profit (loss):
Segment profit (loss)			(71,490,000)	90,031,000	308,988,000
Medicare
Revenues:
Net revenues			337,004,000	869,653,000	640,862,000
Medicare \| Operating Segments
Revenues:
Net revenues			611,159,000	1,034,457,000	822,953,000
Segment profit (loss):
Segment profit (loss)			(74,642,000)	86,967,000	302,809,000
Internal channel \| Operating Segments
Revenues:
Net revenues			421,273,000	844,894,000	667,293,000
Segment profit (loss):
Segment profit (loss)			(43,382,000)	84,345,000	296,865,000
External channel \| Operating Segments
Revenues:
Net revenues			189,886,000	189,563,000	155,660,000
Segment profit (loss):
Segment profit (loss)			(31,260,000)	2,622,000	5,944,000
Individual and Family Plan and Other \| Operating Segments
Revenues:
Net revenues			20,516,000	27,958,000	54,397,000
Segment profit (loss):
Segment profit (loss)			3,152,000	3,064,000	6,179,000
Internal channel \| Operating Segments
Revenues:
Net revenues			17,972,000	19,687,000	32,271,000
Segment profit (loss):
Segment profit (loss)			4,654,000	2,819,000	4,269,000
External channel \| Operating Segments
Revenues:
Net revenues			2,544,000	8,271,000	22,126,000
Segment profit (loss):
Segment profit (loss)			$ (1,502,000)	$ 245,000	$ 1,910,000

Cover - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
Cover - USD ($) $ / shares in Units, $ in Millions	Dec. 31, 2022	Mar. 08, 2023	Jun. 30, 2022	Dec. 31, 2021	Jul. 31, 2020
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
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	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 48.9
Documents Incorporated by Reference	Portions of the registrant’s Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, which is expected to be filed within 120 days after the Company’s fiscal year ended December 31, 2022, 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	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001808220
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,982,096
Common stock, par value (in dollars per share)	$ 0.0001			$ 0.0001	$ 0.0001
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		13,053,374
Common stock, par value (in dollars per share)	$ 0.0001			$ 0.0001	$ 0.0001

Long-Term Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

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


	Dec. 31,
(in thousands)	2022		2021
Term Loan Facilities	$	518,133	$	523,403
Revolving Credit Facilities	—		155,000
Less: Unamortized debt discount and issuance costs	(8,053)		(8,018)
Total debt	510,080		670,385
Less: Current portion of long-term debt	(5,270)		(5,270)
Total long-term-debt	$	504,810	$	665,115

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


(in thousands)
2023	$	5,270
2024	5,270
2025	507,593
2026	—
2027	—
Thereafter	—
Total	$	518,133

Term Loan Facilities

On September 13, 2019, Norvax (the “Borrower”) entered into a first lien credit agreement (the “Credit Agreement”) which provided for a $300.0 million aggregate principal amount senior secured term loan facility (the “Initial Term Loan Facility”). During 2020, the Company entered into a series of amendments to the Credit Agreement to provide for, among other items as further described below, $117.0 million of incremental term loans (the “Incremental Term Loan Facility”). On March 23, 2020, the Company issued 444,444 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. The Company incurred $6.0 million of debt issuance costs associated with the Incremental Term Loan Facility, which are being amortized over the life of the debt to interest expense using the effective interest method.

On June 11, 2021, the Company entered into Amendment No. 5 to the Credit Agreement and Incremental Facility Agreement (“Amendment No. 5”). Amendment No. 5 created a new class of incremental term loans (the “2021 Incremental Term Loans”) in an aggregate principal amount equal to $310.0 million, which was used to refinance $295.5 million of outstanding principal under the Initial Term Loan Facility, pay the related accrued interest and fund the prepayment premium. In connection with Amendment No. 5 and the refinancing of the Initial Term Loan, the Company recognized an $11.9 million loss on debt extinguishment, representing the 2% prepayment premium of $5.9 million and the write-down of deferred financing costs and debt discounts of $6.0 million. The Company incurred $1.7 million of debt issuance costs associated with Amendment No. 5, which are being amortized over the life of the debt to interest expense using the effective interest method.

On November 10, 2021, the Company entered into Amendment No. 6 to the Credit Agreement and Incremental Facility Agreement (“Amendment No. 6”). Amendment No. 6 provided $100.0 million of incremental term loans (the “2021-2 Incremental Term Loans”). The Company incurred $2.5 million of debt issuance costs associated with Amendment No. 6, which are being amortized over the life of the debt to interest expense using the effective interest method.

On March 14, 2022, the Company entered into Amendment No. 7 to the Credit Agreement and Incremental Facility Agreement (“Amendment No. 7”). Amendment No. 7 provided that (a) the 2021 Incremental Term Loans, from and after the Amendment No. 7 Effective Date, will bear interest at either (i) alternate base rate (“ABR”) plus 5.50% per annum or (ii) LIBOR plus 6.50% per annum and (b) the 2021-2 Incremental Term Loans, from and after the Amendment No. 7 Effective Date, will bear interest at either (i) ABR plus 5.50% per annum or (ii) LIBOR plus 6.50% per annum. Amendment No. 7 further amended the Credit Agreement to remove testing of the Net Leverage Ratio for the December 31, 2021 period and increased the maximum permitted Net Leverage Ratio for future reporting periods through March 31, 2023. The Company incurred $1.7 million of debt issuance costs associated with Amendment No. 7, which are being amortized over the life of the debt to interest expense using the effective interest method.

On August 12, 2022, the Company entered into Amendment No. 8 to the Credit Agreement and Incremental Facility Agreement (“Amendment No. 8”). Amendment No. 8 provided that (a) the 2021 Incremental Term Loans, from and after the Amendment No. 8 Effective Date, will bear interest at either (i) ABR plus 6.50% per annum or (ii) LIBOR plus 7.50% per annum and (b) the 2021-2 Incremental Term Loans, from and after the Amendment No. 8 Effective Date, will bear interest at either (i) ABR plus 6.50% per annum or (ii) LIBOR plus 7.50% per annum. Amendment No. 8 further amended the Credit Agreement to increase the maximum permitted Net Leverage Ratio for future reporting periods from December 31, 2022 through June 30, 2023. The Company incurred $1.0 million of debt issuance costs associated with Amendment No. 8, which are being amortized over the life of the debt to interest expense using the effective interest method.

On November 9, 2022, the Company entered into Amendment No. 9 to the Credit Agreement (“Amendment No. 9”). Amendment No. 9 provided that the Incremental Term Loan, from and after the Amendment No. 8 Effective Date, will bear interest at either (i) ABR plus 6.50% per annum or (ii) LIBOR plus 7.50% per annum. Amendment No. 9 further amended the Credit Agreement to increase the maximum permitted Net Leverage Ratio for the September 30, 2023 reporting period.

On March 15, 2023, the Company entered into Amendment No. 10 to the Credit Agreement (“Amendment No. 10”). Amendment No. 10 amended the Credit Agreement to convert the existing London Interbank-Offered Rate (“LIBOR”)-based rate applicable to the term loan and revolving credit facilities under the Credit Agreement to a Term Secured Overnight Financing Rate (“SOFR”) Rate with a credit spread adjustment of 0.10%, 0.15% or 0.25% per annum for interest periods of one month, three months, or six months, respectively, and a floor of 1.00%, effective on the amendment date.

The Company collectively refers to the Initial Term Loan Facility, the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans as the “Term Loan Facilities.”

As of December 31, 2022, the Company had a principal amount of $113.7 million, $305.4 million and $99.0 million outstanding under the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans, respectively. As of December 31, 2021, the Company had a principal amount of $115.0 million, $308.4 million and $100.0 million outstanding under the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans, respectively. The Incremental Term Loan Facility effective interest rate was 11.2% and 7.5% at December 31, 2022 and 2021, respectively. The 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans effective interest rate was 11.2% and 6.0% at December 31, 2022 and 2021, respectively.

The Term Loan Facilities 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 Facilities, together with all accrued and unpaid interest thereon, is due and payable on or prior to September 13, 2025.

Voluntary Prepayment

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

Mandatory Prepayments

The Credit Agreement requires that the Borrower, following the end of each fiscal year, offer to 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. With respect to each required offer of prepayment, each lender of the term loans has the right to refuse any such offer. To the extent any such offer of prepayment is refused, the aggregate amount of the offered prepayment shall be retained by the Borrower and its restricted subsidiaries.

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 Facilities, except to the extent the indebtedness constitutes refinancing indebtedness. During the twelve months ended December 31, 2022, the Company did not make any mandatory prepayments.

Revolving Credit Facilities

The Credit Agreement provided for a $30.0 million aggregate principal amount senior secured revolving credit facility (the “Revolving Credit Facility”). During 2020, the Company entered into a series of amendments to the Credit Agreement to provide for $28.0 million of incremental revolving credit (the “Incremental Revolving Credit Facilities”).

On May 7, 2021, the Company entered into a fourth amendment to the Credit Agreement, which provided $142.0 million of incremental revolving credit (the “Incremental No. 4 Revolving Credit Facility”), for a total amount of $200.0 million.

The Company collectively refers to the Revolving Credit Facility, the Incremental Revolving Credit Facilities and the Incremental No. 4 Revolving Credit Facility as the “Revolving Credit Facilities”.

Amendment No. 5, as described above, also separates the Revolving Credit Facilities into two classes of revolving commitments consisting of Class A Revolving Commitments in the amount of $30.0 million and Class B Revolving Commitments in the amount of $170.0 million.

Borrowings under the Class A Revolving Commitments bear interest at either ABR plus 5.50% per annum or LIBOR plus 6.50% per annum. Borrowings under the Class B Revolving Commitments bear interest at either ABR plus 3.00% per annum or LIBOR

plus 4.00% per annum. The Borrower is required to pay a commitment fee of 0.50% per annum under the Revolving Credit Facilities.

The Company had no amounts outstanding under the Class A Revolving Credit Facilities and Class B Revolving Credit Facilities as of December 31, 2022. The Company had $23.2 million outstanding under the Class A Revolving Credit Facilities and $131.8 million outstanding under the Class B Revolving Credit Facilities as of December 31, 2021. The Revolving Credit Facilities had a remaining capacity of $200.0 million in the aggregate as of December 31, 2022 and $45.0 million as of December 31, 2021. The Class A Revolving Credit Facilities and Class B Revolving Credit Facilities effective interest rates at December 31, 2022 were 10.4% and 7.9%, respectively. At December 31, 2021 the Class A Revolving Credit Facilities and Class B Revolving Credit Facilities effective interest rates were 7.5% and 5.0%, respectively.

Outstanding borrowings under the Revolving Credit Facilities do not amortize and are due and payable on September 13, 2024.

Guarantees and Security

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

Covenants and Other Matters

The Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict the Borrower’s and its restricted subsidiaries’ ability to incur indebtedness; incur certain liens; consolidate, merge or sell or otherwise dispose of assets; make investments, loans, advances, guarantees and acquisitions; pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests; enter into transactions with affiliates; alter the business conducted by the 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, 2022.

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.

Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt gross	$ 518,133
Less: Unamortized debt discount and issuance costs	(8,053)	$ (8,018)
Total debt	510,080	670,385
Less: Current portion of long-term debt	(5,270)	(5,270)
Total long-term-debt	504,810	665,115
Term Loan Facilities
Debt Instrument [Line Items]
Long-term debt gross	518,133	523,403
Revolving Credit Facilities
Debt Instrument [Line Items]
Long-term debt gross	$ 0	$ 155,000

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Share-Based Compensation Plans

12 Months Ended

Dec. 31, 2022

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:


	Twelve months ended Dec. 31,
(in thousands)	2022		2021		2020
Marketing and advertising	$	1,653	$	2,108	$	24,890
Customer care and enrollment	2,218		3,775		12,599
Technology	2,924		3,775		33,085
General and administrative (1)	25,329		17,639		145,655
Total share-based compensation expense	$	32,124	$	27,297	$	216,229

(1)For the twelve months ended December 31, 2022, share-based compensation expense includes expense related to the stock appreciation rights ("SARs"), which are liability classified awards.

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 interests.

A summary of the Profit Units issued is as follows:


(in thousands except per share amounts)	Number of Time-Vesting Units	Weighted Average Grant Date Fair Value
Unvested units at Dec. 31, 2021	272	$	22.65
Granted	—	—
Vested	(177)	21.69
Forfeited	(47)	22.69
Unvested units at Dec. 31, 2022	48	$	26.15

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


						Twelve months ended Dec. 31, 2020
Risk free interest rate						1.40%
Expected volatility						76.0%
Expected life (years)						4.60
Expected dividend yield						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, 2022, there was $1.0 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 1.9 years.

2020 Incentive Award Plan

On July 7, 2020, the Company adopted the 2020 Incentive Award Plan, which became effective on July 14, 2020. The number of Class A shares available for issuance will be increased annually 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 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. The number of Class A shares reserved for issuance at December 31, 2022 was 547,839 shares.

2021 Employment Inducement Award Plan

On December 19, 2021, the Board of Directors approved the adoption of the GoHealth, Inc. 2021 Employment Inducement Award Plan (as amended from time to time, the “Inducement Award Plan”). In accordance with Rule 5635(c)(4), awards under the Inducement Award Plan may only be made to a newly hired employee who has not previously been a member of the Board of Directors, or an employee who is being rehired following a bona fide period of non-employment by the Company or a subsidiary, as a material inducement to the employee’s entering into employment with the Company or its subsidiary. On June 3, 2022, the Company approved an amendment to the Inducement Award Plan, solely to increase the shares of the Company’s Class A common stock reserved for issuance from an aggregate of 266,667 Class A shares to an aggregate of 1,666,666 Class A shares. As of December 31, 2022, there were 344,447 Class A shares available for grant under the Inducement Award Plan.

Restricted Stock Units (“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 three years. On June 7, 2022, the Company granted, to certain of its executives, an aggregate of 511,111 shares of Class A common stock issuable pursuant to RSUs, all of which were fully vested on the date of grant. The Company recognized the grant-date fair value of these RSUs, or $6.3 million, as compensation expense on the date of grant.

A summary of the RSUs issued is as follows:


(in thousands except per share amounts)	Number of RSUs	Weighted Average Grant Date Fair Value
Unvested units at Dec. 31, 2021	165	$	193.78
Granted	1,834	11.45
Vested	(586)	27.03
Forfeited	(316)	45.62
Unvested units at Dec. 31, 2022	1,097	$	20.71

As of December 31, 2022, there was $15.5 million of unamortized share-based compensation expense related to RSUs and these costs are expected to be recognized over a remaining weighted average period of 1.4 years.

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)	Number of Stock Options	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1)
Outstanding at Dec. 31, 2021	322	$	127.74	9.0	$	105
Granted	273	9.66
Exercised	(1)	149.07
Forfeited	(128)	101.26
Expired	(30)	150.59
Outstanding at Dec. 31, 2022	436	$	62.63	8.8	$	1
Exercisable at Dec. 31, 2022	85	$	151.92	7.8	$	1

(1)The aggregate intrinsic value is calculated as the product between the Company’s closing stock price as of December 31, 2022 and 2021 and the exercise price of in-the-money options as of those dates.

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, 2022
Risk free interest rate	1.74%	—	3.36%
Expected volatility	74.4%	—	83.2%
Expected life (years)	6.00	—	6.00
Expected dividend yield	0.0%	—	0.0%

As of December 31, 2022, there was $9.3 million of unamortized share-based compensation expense related to stock options and these costs are expected to be recognized over a remaining weighted average period of 1.2 years.

Performance Stock Units (“PSUs”)

During 2021, the Company granted to certain of its employees 32,579 shares of Class A common stock issuable pursuant to PSUs. The criteria for the market-based PSUs is based on the Company’s total shareholder return (“TSR”) relative to the TSR of the common stock of a predefined industry peer group. TSR is measured at the end of the performance period, which is generally the period commencing on the grant date and ending on the three-year anniversary of the grant date. Depending on the relative TSR achieved, the number of PSUs earned can vary from 0% of the target award to a maximum of 200% of the target award. The Company estimated the grant-date fair value of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 0.2% and annualized volatility of 72.0%. The grant date fair value of the PSUs was $332.55. The Company recognizes the grant date fair value of PSUs as compensation expense on a straight-line basis over the three-year performance period.

On June 7, 2022, the Company granted, to certain of its executives, an aggregate of 194,444 shares of Class A common stock issuable pursuant to volume weighted average PSUs (“VWAPs”). The number of shares issued on the third anniversary of the date of grant is based on volume weighted average price performance over such three year period (“Three Year VWAP”) in the following percentages: (i) 50% if the Three Year VWAP is equal to or greater than $30.00 but less than $45.00; (ii) 100% if the Three Year VWAP is equal to or greater than $45.00 but less than $60.00; (iii) 150% if the Three Year VWAP is equal to or greater than $60.00 but less than $90.00; and (iv) 200% if the Three Year VWAP is equal to or greater than $90.00. The Company estimated the grant-date fair value of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 2.9% and annualized volatility of 94%. The grant-date fair value of the VWAPs was $8.25. The Company recognizes the grant-date fair value of VWAPs as compensation expense on a straight-line basis over the three-year performance period.

A summary of the PSUs issued is as follows:


(in thousands except per share amounts)	Number of PSUs	Weighted Average Fair Value at Date of Grant Per Unit
Unvested units at December 31, 2021	31	$	332.55
Granted	211	8.26
Vested	—	—
Forfeited	(28)	140.58
Unvested units at December 31, 2022	214	$	38.46

As of December 31, 2022, there was $3.8 million of unamortized share-based compensation expense related to PSUs and these costs are expected to be recognized over a remaining weighted average period of 1.6 years.

2020 Employee Stock Purchase Plan (“2020 ESPP”)

On July 7, 2020, the Company adopted the 2020 Employee Stock Purchase Plan (“ESPP”), which became effective on the same date. The purpose of the 2020 ESPP is to provide the Company's eligible employees with an opportunity to purchase designated shares of the Company’s Class A common stock at a price equal to 85% of the lower of the closing price at the beginning or end of each offering period. 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 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. The number of shares reserved for issuance at December 31, 2022 was 85,854 shares.

The Company issued 87,207 and 13,941 shares of Class A common stock through the ESPP for the twelve months ended December 31, 2022 and 2021, respectively. No shares were issued under the ESPP in 2020. The Company recorded share-based compensation expense related to the 2020 ESPP of $0.5 million and $0.4 million for the twelve months ended December 31, 2022 and 2021, respectively.

Stock Appreciation Rights

On June 6, 2022, the Founders were each granted two stock appreciation rights ("SARs") under the 2020 Plan. The first SAR commenced on June 6, 2022, and the second SAR will commence on or about June 1, 2023. Each SAR will be settled in cash with an aggregate commencement date value equal to $1.5 million (the number of shares to be determined by dividing such value by the per share Black-Scholes valuation as of the date of commencement), will have an exercise price equal to the fair market value of a share of the Company’s common stock on the date of commencement and will vest in full on the third anniversary of the date of commencement. The total initial fair value of the awards were recorded as expense at the time of the grant for the SARs with no future service requirement. The fair value of the awards with a future service requirement will be recognized on a straight-line basis over the requisite service period. The fair value of the SARs is revalued (mark-to-market) each reporting period using the Black-Scholes valuation model based on the Company’s period-end stock price. SARs are liability-classified awards, and as such, are recorded as a liability on the Consolidated Balance Sheet. As of December 31, 2022, the Company had a share-based compensation liability related to the SARs of $5.0 million.

Stock Option Repricing

On April 25, 2022 and in accordance with the terms of the GoHealth, Inc. 2020 Incentive Award Plan, the Board of Directors approved a stock option repricing (the “Repricing”) where the exercise price of each Relevant Option (as defined below) was reduced to $15.75 per share, the average trailing 20 trading day closing price of the Company’s Class A common stock as of market close on the day of board approval. “Relevant Options” are all outstanding stock options as of April 25, 2022 (vested or unvested) to acquire shares of the Company’s Class A common stock that were issued to currently employed employees prior to April 1, 2022, but excluding stock options granted to certain executive officers. Except for the reduction in the exercise price of the Relevant Options, all outstanding stock options will continue to remain outstanding in accordance with their current terms and conditions. As a result of the Repricing, the Company will record an incremental share-based compensation charge of $1.1 million, of which $0.3 million was recognized on the date of the Repricing, and $0.8 million is recognized over the remaining term of the repriced options.

Restructuring Costs (Tables)

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Components of Restructuring Charges

The components of the restructuring and other related charges are as follows:


(in thousands)	Twelve months ended Dec. 31, 2022
Employee termination benefits (1)	$	11,076
Other associated costs (2)	1,108
Total restructuring and other related charges	$	12,184

(1)Employee termination benefits primarily consist of employee severance and benefits that will be settled in cash.

(2)Other associated costs primarily consist of the non-cash acceleration of agent licensing fees as well as legal expenses incurred in connection with the reduction-in-force.

Components of and Changes in Restructuring and Related Charges

The following table provides the changes in the Company’s restructuring and other related charges that will be settled in cash, included in accrued liabilities on the Consolidated Balance Sheets:


(in thousands)	Restructuring charges
Balance at January 1, 2022	$	—
Charges incurred	11,208
Cash paid	(9,125)
Balance at December 31, 2022	$	2,083

Restructuring Costs - Narrative (Details)	Aug. 09, 2022 position
Restructuring and Related Activities [Abstract]
Restructuring and Related Cost, Number of Positions Eliminated	828
Restructuring and Related Cost, Number of Positions Eliminated, Percent Of Workforce	23.70%

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities:
Net income (loss)	$ (376,384,000)	$ (534,194,000)	$ (97,200,000)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Share-based compensation	27,142,000	27,297,000	216,229,000
Depreciation and amortization	12,945,000	13,451,000	4,496,000
Amortization of intangible assets	94,057,000	94,056,000	94,056,000
Amortization of debt discount and issuance costs	2,896,000	2,222,000	2,430,000
Loss on extinguishment of debt	0	11,935,000	0
Operating lease impairment charges	25,345,000	1,062,000	0
Change in fair value of contingent consideration	0	0	19,700,000
Goodwill impairment charges	0	386,553,000	0
Non-cash restructuring charges	976,000	0	0
Non-cash lease expense	4,017,000	5,033,000	0
Other non-cash items, net	(250,000)	(5,000)	(1,691,000)
Other non-cash items, net
Accounts receivable	12,574,000	(2,758,000)	4,526,000
Commissions receivable	231,274,000	(452,950,000)	(427,467,000)
Prepaid expenses and other assets	2,140,000	(18,613,000)	(30,194,000)
Accounts payable	(24,795,000)	30,477,000	(5,340,000)
Accrued liabilities	546,000	25,745,000	4,358,000
Deferred revenue	50,058,000	(200,000)	(14,482,000)
Commissions payable	(3,423,000)	117,489,000	107,583,000
Operating lease liabilities	(6,597,000)	(4,885,000)	0
Other liabilities	8,383,000	(721,000)	8,779,000
Net cash provided by (used in) operating activities	60,904,000	(299,006,000)	(114,217,000)
Investing Activities
Purchases of property, equipment and software	(13,512,000)	(19,801,000)	(14,523,000)
Net cash (used in) provided by investing activities	(13,512,000)	(19,801,000)	(14,523,000)
Financing Activities
Repayment of borrowings	(160,270,000)	(298,970,000)	(3,878,000)
Proceeds from stock option exercises	5,000	0	0
Proceeds from sale of Series A redeemable convertible preferred stock	50,000,000	0	0
Issuance cost payments from issuance of Series A redeemable convertible preferred stock	(1,641,000)	0	0
Debt issuance cost payments	(2,697,000)	(4,108,000)	(6,293,000)
Repurchase of shares to satisfy employee tax withholding obligations	(345,000)	0	0
Principal payments under capital lease obligations	(103,000)	(318,000)	(293,000)
Proceeds from issuance of Class A common stock sold in initial public offering, net of offering costs	0	0	852,407,000
Payment of partial consideration to Blocker Shareholders in the Blocker Merger	0	0	(96,165,000)
Purchase of LLC Interests from Continuing Equity Owners	0	0	(508,320,000)
Settlement of Senior Preferred Earnout Units	0	0	(100,000,000)
Proceeds received upon issuance of common units	0	0	10,000,000
Proceeds from borrowings	0	565,000,000	117,000,000
Call premium paid for debt extinguishment	0	(5,910,000)	0
Distributions to non-controlling interests	0	0	(400,000)
Advancement to NVX Holdings, Inc.	0	3,395,000	(3,395,000)
Net cash (used in) provided by financing activities	(115,051,000)	259,089,000	260,663,000
Effect of exchange rate changes on cash and cash equivalents	(238,000)	(155,000)	35,000
Increase (decrease) in cash and cash equivalents	(67,897,000)	(59,873,000)	131,958,000
Cash and cash equivalents at beginning of period	84,361,000	144,234,000	12,276,000
Cash and cash equivalents at end of period	16,464,000	84,361,000	144,234,000
Supplemental Disclosure of Cash Flow Information
Interest paid	56,920,000	28,244,000	32,671,000
Income taxes paid	486,000	879,000	286,000
Non-cash investing and financing activities:
Net issuance of Class A and Class B common stock in connection with the Transactions	0	0	30,000
Settlement of contingent consideration liability	0	0	62,400,000
Senior preferred earnout stock
Non-cash investing and financing activities:
Issuance of equity to settle contingent consideration liability	0	0	100,000,000
Common earnout stock
Non-cash investing and financing activities:
Issuance of equity to settle contingent consideration liability	$ 0	$ 0	$ 100,000,000

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES Legal Proceedings In September 2020, three purported securities class action complaints were filed in the 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 that the Registration Statement filed in connection with the IPO was negligently prepared and, as a result, contained untrue statements of material fact, omitted material facts necessary to make the statements contained therein not misleading, and failed to make necessary disclosures required under the rules and regulations governing its preparation, including the Securities Act of 1933 (the “Securities Class Action”). Compensatory damages and reasonable costs and expenses incurred in the Securities Class Action were sought by the plaintiffs. On December 10, 2020, the court in the earliest filed action consolidated the three complaints, appointed lead plaintiffs and lead counsel for the consolidated action, and captioned the consolidated action “In re GoHealth, Inc. Securities Litigation.” On February 25, 2021, lead plaintiffs filed a consolidated complaint. On April 26, 2021, the Company and officer and director defendants filed a motion to dismiss the complaint. On April 5, 2022, that motion was denied. On May 31, 2022, the Company and officer and director defendants filed an answer to the consolidated complaint and, on June 21, 2022, they filed an amended answer. On September 23, 2022, lead plaintiffs filed a motion for class certification, which remains pending. The court has not yet set a trial date. On May 19, 2021, a derivative action (the “Derivative Action”) was filed in the United States District Court for the Northern District of Illinois, purportedly on behalf of the Company and against certain of the Company’s officers and directors, alleging breaches of fiduciary duty and other claims, based on substantially the same factual allegations as in the Securities Class Action. On June 6, 2022, the Derivative Action was stayed pursuant to the parties’ stipulation. The Company disputes each claim in the above referenced matters and intends to defend the pending actions noted above. The ultimate outcome of any damages that may become payable if its defense is unsuccessful in whole or in part is not probable nor estimable at this time. While the Company feels confident in its defense of these pending matters, there can be no assurance that it will prevail and that any damages that may be awarded will not be material to the results of operations or financial condition of the Company.

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Net revenues

$ 631,675,000

$ 1,062,415,000

$ 877,350,000

Operating expenses:

Cost of revenue

187,670,000

239,335,000

199,202,000

Marketing and advertising expense

207,559,000

365,141,000

206,864,000

Customer care and enrollment

260,902,000

319,103,000

165,497,000

Technology expense

46,094,000

48,429,000

59,348,000

General and administrative

116,530,000

98,183,000

197,229,000

Amortization of intangible assets

94,057,000

94,056,000

Operating lease impairment charges

25,345,000

1,062,000

Restructuring and other related charges

12,184,000

Goodwill impairment charges

386,553,000

Change in fair value of contingent consideration liability

19,700,000

Total operating expenses

950,341,000

1,551,862,000

941,896,000

Income (loss) from operations

(318,666,000)

(489,447,000)

(64,546,000)

Interest expense

57,069,000

33,505,000

32,969,000

Loss on extinguishment of debt

11,935,000

Other (income) expense, net

(115,000)

(669,000)

(358,000)

Income (loss) before income taxes

(375,620,000)

(534,218,000)

(97,157,000)

Income tax expense (benefit)

764,000

(24,000)

43,000

Net income (loss)

(376,384,000)

(534,194,000)

(97,200,000)

Net income (loss) attributable to noncontrolling interests

(227,678,000)

(344,837,000)

(52,933,000)

Net income (loss) attributable to GoHealth, Inc.

$ (148,706,000)

$ (189,357,000)

$ (44,267,000)

Net loss per share (Note 8):

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

^[1]

$ (17.72)

$ (26.80)

$ (3.35)

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

^[1]

$ (17.72)

$ (26.80)

$ (3.35)

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

8,445

7,066

5,612

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

8,445

7,066

5,612

Commission

Net revenues

$ 341,467,000

$ 881,263,000

$ 671,140,000

Enterprise

Net revenues

$ 290,208,000

$ 181,152,000

$ 206,210,000

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

Stockholders' Equity (Details) $ / shares in Units, $ in Thousands				1 Months Ended	12 Months Ended
	Nov. 10, 2022	Sep. 23, 2022 USD ($) day $ / shares shares	Jul. 17, 2020 vote	Jul. 31, 2020 vote $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares) \| shares				20,000,000	20,000,000	20,000,000
Preferred stock, par value (in dollars per share)				$ 0.0001	$ 0.0001	$ 0.0001
Ratio between the number of shares of Class A common stock issued and the number of LLC Interests owned				1
Proceeds from sale of Series A redeemable convertible preferred stock \| $					$ 50,000	$ 0	$ 0
Convertible preferred stock, dividends \| $					900
Debt instrument, convertible, threshold trading days \| day		20
Debt instrument, convertible, threshold consecutive trading days \| day		30
Preferred stock, convertible but not converted, calculation of purchase price, percent of purchaser's original investment amount		160.00%
Issuance cost payments from issuance of Series A redeemable convertible preferred stock \| $					$ 1,641	$ 0	$ 0
Maximum
Class of Stock [Line Items]
Common stock, voting rights, percentage		0.0999
Continuing Equity Owners and permitted transferees
Class of Stock [Line Items]
Ratio between the number of shares of Class B common stock owned and the number of LLC Interests owned				1
GHH, LLC
Class of Stock [Line Items]
LLC Interests to newly issued Class A common stock, conversion ratio				1
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares				1,100,000,000	1,100,000,000	1,100,000,000
Common stock, par value (in dollars per share)				$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per common share held \| vote			1	1
Preferred stock, convertible, conversion ratio		1,000
Stock split, conversion ratio	0.0667
Class B common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares				690,000,000	616,259,000	587,360,000
Common stock, par value (in dollars per share)				$ 0.0001	$ 0.0001	$ 0.0001
Number of votes per common share held \| vote			1	1
Stock split, conversion ratio	0.0667
Series A Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued (in shares) \| shares		50,000			50,000	0
Convertible preferred stock, par value (in dollars per share)		$ 0.0001			$ 0.0001	$ 0.0001
Proceeds from sale of Series A redeemable convertible preferred stock \| $		$ 50,000
Convertible preferred stock, issued, price per share (in dollars per share)		$ 1,000
Convertible preferred stock, shares authorized (in shares) \| shares		50,000			50,000	50,000
Liquidation proceeds per unit (in dollars per share)		$ 1,000
Convertible preferred stock, dividend rate, annual accrual percentage		0.07
Convertible preferred stock, initial conversion price (in dollars per share)					$ 9.60
Issuance cost payments from issuance of Series A redeemable convertible preferred stock \| $		$ 1,600
Series A Preferred Stock \| Minimum
Class of Stock [Line Items]
Volume weighted average price per share, percentage of temporary equity conversion price		150.00%
Series A-1 Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares) \| shares		200,000			200,000	200,000
Preferred stock, par value (in dollars per share)					$ 0.0001	$ 0.0001
Temporary equity, convertible, conversion ratio of cash dividends		1,000
Temporary equity, convertible, conversion ratio of non-cash dividends		1,000
Series A-1 Convertible Preferred Stock \| Minimum
Class of Stock [Line Items]
Volume weighted average price per share, percentage of temporary equity conversion price		150.00%

Operating Segments and Significant Customers (Tables)

12 Months Ended

Dec. 31, 2022

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:


	Twelve months ended Dec. 31,
(in thousands)	2022		2021		2020
Revenues:
Medicare:
Internal channel	$	421,273	$	844,894	$	667,293
External channel	189,886		189,563		155,660
Total Medicare	611,159		1,034,457		822,953
IFP and Other:
Internal channel	17,972		19,687		32,271
External channel	2,544		8,271		22,126
Total IFP and Other	20,516		27,958		54,397
Net revenues	631,675		1,062,415		877,350
Segment profit (loss):
Medicare:
Internal channel	(43,382)		84,345		296,865
External channel	(31,260)		2,622		5,944
Total Medicare	(74,642)		86,967		302,809
IFP and Other:
Internal channel	4,654		2,819		4,269
External channel	(1,502)		245		1,910
Total IFP and Other	3,152		3,064		6,179
Segment profit (loss)	(71,490)		90,031		308,988
Corporate expense	115,590		97,807		259,778
Amortization of intangible assets	94,057		94,056		94,056
Operating lease impairment charges	25,345		1,062		—
Restructuring and other related charges	12,184		—		—
Change in fair value of contingent consideration liability	—		—		19,700
Loss on extinguishment of debt	—		11,935		—
Goodwill impairment charges	—		386,553		—
Interest expense	57,069		33,505		32,969
Other (income) expense, net	(115)		(669)		(358)
Income (loss) before income taxes	$	(375,620)	$	(534,218)	$	(97,157)

Summary of Revenue by Major Customers by Reporting Segments

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


	Twelve months ended Dec. 31,
	2022		2021		2020
Humana	26	%	28	%	40	%
Elevance	23	%	22	%	29	%
United	18	%	16	%	13	%
Centene	11	%	17	%	9	%

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Changes to the Fair value of the Contingent Consideration


(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	$	—

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Rent expense					$ 6,700
Operating lease impairment charges	$ 1,100	$ 25,300	$ 25,345	$ 1,062	$ 0

Income Taxes - Reconciliation of Statutory Tax Rate to Our Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. statutory tax rate	21.00%	21.00%	21.00%
State taxes, net of the federal benefit	1.80%	1.60%	0.40%
Loss attributable to non-controlling interests	(12.70%)	(13.50%)	(11.40%)
Change in valuation allowance	(10.20%)	(10.60%)	(3.70%)
Change in deferred tax rate	0.00%	1.40%	0.00%
Non-deductible expenses	(0.10%)	0.00%	(5.50%)
Other	0.00%	0.10%	(0.80%)
Effective tax rate	(0.20%)	(0.00%)	(0.00%)

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current income taxes:
Federal	$ 6	$ (87)	$ (89)
State and local	100	65	231
Foreign	183	256	91
Total current income taxes	289	234	233
Deferred income taxes:
Federal	348	(190)	(106)
State and local	124	(68)	(84)
Foreign	3	0	0
Total deferred income taxes	475	(258)	(190)
Income tax expense (benefit)	$ 764	$ (24)	$ 43

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Allowance for doubtful accounts	$ 89	$ 558
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Series A Preferred Stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized (in shares)	50,000	50,000
Convertible preferred stock, shares outstanding (in shares)	50,000	0
Convertible preferred stock, shares issued (in shares)	50,000	0
Convertible preferred stock, liquidation preference	$ 50,900
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,100,000,000	1,100,000,000
Common stock, shares issued (in shares)	8,963,000	7,699,000
Common stock, shares outstanding (in shares)	8,950,000	7,699,000
Treasury stock (in shares)	13,000
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	616,259,000	587,360,000
Common stock, shares issued (in shares)	13,054,000	13,690,000
Common stock, shares outstanding (in shares)	13,054,000	13,690,000
Series A-1 Convertible Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	200,000	200,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

Share-Based Compensation Plans - Summary of Valuation Assumptions, Options (Details) - Stock options	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate, minimum	1.74%
Risk free interest rate, maximum		3.36%
Risk free interest rate, minimum	74.40%
Risk free interest rate, maximum		83.20%
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
Expected dividend yield		0.00%

Goodwill And Intangible Assets, Net - Summary of Definite-lived and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 728,000	$ 728,000
Accumulated Amortization	310,389	216,331
Net Carrying Amount	417,611	511,669
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Net Carrying Amount	500,611	594,669
Indefinite-lived 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	233,829	162,971
Net Carrying Amount	262,171	333,029
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	232,000	232,000
Accumulated Amortization	76,560	53,360
Net Carrying Amount	$ 155,440	$ 178,640

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

LEASES

The Company has entered into operating agreements with lease periods expiring between 2023 and 2032. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

Components of lease expense are as follows, all recorded within operating expenses in the Consolidated Statements of Operations:


	Twelve months ended Dec. 31,
(in thousands)	2022		2021
Finance lease cost (1)	$	102	$	340
Operating lease cost	8,286		7,815
Short-term lease cost (2)	420		474
Variable lease cost (3)	689		134
Sublease income	(1,243)		(366)
Total net lease expense	$	8,254	$	8,397

(1)Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in operating expenses and interest expense in the Consolidated Statements of Operations.

(2)Includes costs related to leases, which at the commencement date, have a lease term of 12 months or less.

(3)Includes costs incurred by the Company for the right to use an underlying asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time.

The Company recognized rent expense of $6.7 million for the twelve months ended December 31, 2020.

As of December 31, 2022, future minimum lease payments for operating leases consisted of the following:


(in thousands)	Operating Leases

2023	12,500
2024	8,042
2025	6,719
2026	5,544
2027	5,699
Thereafter	26,317
Total lease payments	$	64,821
Less: Imputed interest	(17,480)
Present value of lease liabilities	$	47,341

Supplemental cash flow information related to leases are as follows:


	Dec. 31,
(in thousands)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	10,380	$	6,652


Operating lease assets obtained in exchange for new lease obligations (1)	$	26,405	$	1,831
Reduction in operating lease ROU assets and lease liabilities due to reassessment of lease terms	$	4,155	$	—

(1)On May 12, 2020, the Company entered into a lease agreement with Wilson Tech 5, LLC, for a proposed site in Lindon, Utah, which commenced on June 8, 2022.

The weighted average remaining operating lease term and discount rate are as follows:


	Dec. 31,
	2022		2021
Weighted average remaining lease term (in years)	7.5 years		4.2 years

Weighted average discount rate	8.1	%	6.2	%

Leases

LEASES

Components of lease expense are as follows, all recorded within operating expenses in the Consolidated Statements of Operations:


	Twelve months ended Dec. 31,
(in thousands)	2022		2021
Finance lease cost (1)	$	102	$	340
Operating lease cost	8,286		7,815
Short-term lease cost (2)	420		474
Variable lease cost (3)	689		134
Sublease income	(1,243)		(366)
Total net lease expense	$	8,254	$	8,397

(2)Includes costs related to leases, which at the commencement date, have a lease term of 12 months or less.

The Company recognized rent expense of $6.7 million for the twelve months ended December 31, 2020.

As of December 31, 2022, future minimum lease payments for operating leases consisted of the following:


(in thousands)	Operating Leases

2023	12,500
2024	8,042
2025	6,719
2026	5,544
2027	5,699
Thereafter	26,317
Total lease payments	$	64,821
Less: Imputed interest	(17,480)
Present value of lease liabilities	$	47,341

Supplemental cash flow information related to leases are as follows:


	Dec. 31,
(in thousands)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	10,380	$	6,652


Operating lease assets obtained in exchange for new lease obligations (1)	$	26,405	$	1,831
Reduction in operating lease ROU assets and lease liabilities due to reassessment of lease terms	$	4,155	$	—

(1)On May 12, 2020, the Company entered into a lease agreement with Wilson Tech 5, LLC, for a proposed site in Lindon, Utah, which commenced on June 8, 2022.

The weighted average remaining operating lease term and discount rate are as follows:


	Dec. 31,
	2022		2021
Weighted average remaining lease term (in years)	7.5 years		4.2 years

Weighted average discount rate	8.1	%	6.2	%

Description of Business and Significant Accounting Policies - Narrative (Details)			1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Nov. 10, 2022	Jul. 17, 2020 USD ($) vote $ / shares shares	Jul. 31, 2020 vote	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jul. 18, 2020	Aug. 15, 2019
Class of Stock [Line Items]
Proceeds from initial public offering						$ 0	$ 0	$ 852,407,000
Payment of partial consideration of the Blocker Merger						0	0	96,165,000
Payments to redeem LLC Interests		$ 508,300,000				0	0	508,320,000
LLC Interests Redeemed (in shares) \| shares		1,698,645
Payments for equity instruments		$ 100,000,000				0	0	100,000,000
Common units to class A common stock, conversion ratio		1
Impairment of goodwill						0	386,553,000	0
Operating lease impairment charges				$ 1,100,000	$ 25,300,000	$ 25,345,000	1,062,000	0
Revenue from contract with customer, variable consideration, disenrollment period threshold						90 days
Advertising expenses						$ 178,700,000	323,300,000	156,900,000
Lease liabilities						47,341,000
Cumulative adjustment to stockholders' equity						$ 542,399,000	892,490,000	1,399,155,000
Cumulative effect, period of adoption, adjustment \| Cumulative impact of Topic 326
Class of Stock [Line Items]
Cumulative adjustment to stockholders' equity								(539,000)
401(k) Retirement Plan
Class of Stock [Line Items]
Employer contribution, percent of match						50.00%
Employer matching contribution, percent of employees' gross pay						4.00%
Defined contribution plan expense						$ 2,300,000	$ 3,100,000	$ 1,000,000
Employer matching contribution, annual vesting percentage						20.00%
Vesting period						2 years
Commission
Class of Stock [Line Items]
Payment terms						60 days
Enterprise
Class of Stock [Line Items]
Payment terms						30 days
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
Accounts receivable and unbilled receivables \| Customer concentration risk \| Three customers
Class of Stock [Line Items]
Concentration risk, percentage						85.00%	87.00%
Accounts receivable and unbilled receivables						$ 37,600,000	$ 28,700,000
Blocker Company
Class of Stock [Line Items]
LLC interests held (in shares) \| shares		3,033,551
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
Stock split, conversion ratio	0.0667
Class A Common Stock \| Blocker Merger
Class of Stock [Line Items]
Business combination equity interest Issued (in shares) \| shares		2,712,197
Class A Common Stock \| IPO
Class of Stock [Line Items]
Shares issued during the period (in shares) \| shares		2,900,000
Share issue price (in dollars per share) \| $ / shares		$ 315.00
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		20,532,004
Stock split, conversion ratio	0.0667
Class B common stock \| Continuing Equity Owners
Class of Stock [Line Items]
Stock issued for continuing equity owners (in shares) \| shares		15,293,288

Share-Based Compensation Plans - Summary of Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Stock Options
Outstanding at beginning of period (in shares)	322
Granted (in shares)	273
Exercised (in shares)	(1)
Forfeited (in shares)	(128)
Expired (in shares)	(30)
Outstanding at end of period (in shares)	436	322
Weighted Average Grant Date Fair Value
Outstanding at beginning of period (in dollars per share)	$ 127.74
Granted (in dollars per share)	9.66
Exercised (in dollars per share)	149.07
Forfeited (in dollars per share)	101.26
Expired (in dollars per share)	150.59
Outstanding at end of period (in dollars per share)	$ 62.63	$ 127.74
Stock Option Activity, Additional Disclosures
Outstanding, Weighted Average Remaining Contractual Term	8 years 9 months 18 days	9 years
Outstanding, Aggregate Intrinsic Value	$ 1	$ 105
Exercisable (in shares)	85
Exercisable, Weighted Average Grant Date Fair Value (in dollars per share)	$ 151.92
Exercisable, Weighted Average Remaining Contractual Term	7 years 9 months 18 days
Exercisable, Aggregate Intrinsic Value	$ 1

Consolidated Statements of Changes in Stockholders' / Members' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative effect, period of adoption, adjustment	Class A Common Stock	Class B Common Stock	Members’ Equity	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Treasury Stock Class A Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Deficit Cumulative effect, period of adoption, adjustment	Accumulated Other Comprehensive Income (Loss)	Non-Controlling Interests	Non-Controlling Interests Cumulative effect, period of adoption, adjustment
Beginning balance at Dec. 31, 2019	$ 860,144
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(97,200)
Foreign currency translation adjustment	66
Dividends accrued on Series A redeemable convertible preferred stock	0
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	1,045,803				$ (1,045,802)		$ 2		$ (524,947)				$ 1,570,748
Effect of the Transactions (in shares)							20,532
Issuance of common stock sold in IPO, net of offering costs (in shares)						2,900
Issuance of common stock sold in IPO, net of offering costs	852,407					$ 1			852,406
Effect of the Blocker Merger (in shares)						2,712	(3,034)
Effect of the Blocker Merger	(96,166)					$ 0	$ (1)						(96,165)
Effect of purchase/redemption of LLC Interests and other (in shares)							(1,699)
Effect of purchase of LLC Interests/Acquisition of non-controlling interests	(508,320)						$ 0						(508,320)
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)						1
Net loss subsequent to the Transactions	(71,735)									$ (18,802)			(52,933)
Share-based compensation expense subsequent to the Transactions	5,750								9,290				(3,540)
Partner distributions and other	(351)								49				(400)
Foreign currency translation adjustment subsequent to the Transactions	66											$ 17	48
Ending balance (in shares) at Dec. 31, 2020						5,613	15,800
Ending balance at Dec. 31, 2020	1,399,155					$ 1	$ 1		399,199	(18,802)		17	1,018,739
Ending balance (Cumulative impact of Topic 842) at Dec. 31, 2020		$ (63)									$ (17)			$ (46)
Ending balance (Cumulative impact of Topic 326) at Dec. 31, 2020		$ (539)									$ (141)			$ (398)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(534,194)									(189,357)			(344,837)
Issuance of Class A common shares related to share-based compensation plans (in shares)						17
Issuance of Class A common shares related to share-based compensation plans	989								989
Share-based compensation expense	27,297								27,297
Foreign currency translation adjustment	(155)											(76)	(79)
Dividends accrued on Series A redeemable convertible preferred stock	0
Forfeitures of Time-Vesting Units (in shares)							(41)
Net loss prior to the Transactions	0
Effect of purchase/redemption of LLC Interests and other (in shares)						2,069	(2,069)
Effect of purchase of LLC Interests/Acquisition of non-controlling interests	0					$ 0	$ 0		133,992				(133,992)
Ending balance (in shares) at Dec. 31, 2021			7,699	13,690		7,699	13,690
Ending balance at Dec. 31, 2021	892,490					$ 1	$ 1	$ 0	561,477	(208,317)		(59)	539,387
Ending balance (in shares) at Dec. 31, 2021								0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(376,384)									(148,706)			(227,678)
Issuance of Class A common shares related to share-based compensation plans (in shares)						675
Issuance of Class A common shares related to share-based compensation plans	677					$ 0			677
Share-based compensation expense	27,142								27,142
Foreign currency translation adjustment	(238)											(85)	(153)
Repurchase of shares to satisfy employee tax withholding obligations (in shares)								(13)
Repurchase of shares to satisfy employee tax withholding obligations	(345)							$ (345)
Dividends accrued on Series A redeemable convertible preferred stock	(943)								(943)
Forfeitures of Time-Vesting Units (in shares)							(47)
Net loss prior to the Transactions	0
Effect of purchase/redemption of LLC Interests and other (in shares)						589	(589)
Effect of purchase of LLC Interests/Acquisition of non-controlling interests	0					$ 0	$ 0		37,916				(37,916)
Ending balance (in shares) at Dec. 31, 2022			8,950	13,054		8,963	13,054
Ending balance at Dec. 31, 2022	$ 542,399					$ 1	$ 1	$ (345)	$ 626,269	$ (357,023)		$ (144)	$ 273,640
Ending balance (in shares) at Dec. 31, 2022			(13)					(13)

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (376,384)	$ (534,194)	$ (97,200)
Other comprehensive income (loss):
Foreign currency translation adjustments	(238)	(155)	66
Comprehensive income (loss)	(376,622)	(534,349)	(97,134)
Comprehensive income (loss) attributable to noncontrolling interests	(227,831)	(344,916)	(52,884)
Comprehensive income (loss) attributable to GoHealth, Inc.	$ (148,791)	$ (189,433)	$ (44,250)

- 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

Description of Business and Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

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 health plan partners to provide solutions to efficiently enroll individuals in health insurance plans. The Company’s proprietary technology platform leverages modern machine-learning algorithms powered by 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 differentiated combination of a vertically integrated consumer acquisition platform and highly skilled and trained agents has enabled the Company to enroll millions of people in Medicare and individual and family plans since inception. Certain of the Company’s operations do business as GoHealth, LLC (“GoHealth”), a controlled subsidiary of the Company that was founded in 2008.

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, a Delaware limited liability company, and its controlled subsidiaries (collectively, "GHH, LLC"). On July 17, 2020, the Company completed an initial public offering of 2,900,000 shares of its Class A common stock at a public offering price of $315.00 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 20,532,004 shares of the Company's Class B common stock, including the issuance of 15,293,288 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 2,900,000 shares of the Company’s Class A common stock to the purchasers in the IPO in exchange for net proceeds, after taking into account the underwriting discount and offering expenses payable by the Company, of approximately $852.4 million;

•the acquisition by the Company of the Blocker Company in a merger transaction (the “Blocker Merger”), which Blocker Company held 3,033,551 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 2,712,197 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 1,698,645 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 non-controlling interests 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, 2022, 2021 and 2020 represents the Continuing Equity Owners’ pro rata share of net loss of the Company for the period subsequent to the IPO.

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”). 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”). The Acquisition’s purchase price allocation was final as of September 30, 2020 with no adjustments made in the measurement period.

The accompanying Consolidated Financial Statements include the accounts of the Company and its controlled 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 the current period presentation. These reclassifications had no impact on the Company’s financial position, results of operations, or cash flows. All share and per share amounts have been retroactively adjusted to reflect the one-for-fifteen reverse stock split. See Note 6. “Stockholders' Equity” for more information.

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 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, unbilled receivables 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, unbilled receivables 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 and credit losses based upon the expected collectability of accounts receivable, unbilled receivables and commissions receivable.

As of December 31, 2022, three customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 85%, or $37.6 million, of the combined total. As of December 31, 2021, three

customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 87%, or $28.7 million, of the combined total.

Foreign Currency

The Company is exposed to currency fluctuations from certain vendors 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 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, net 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.

Commissions Receivable

Commissions receivable are contract assets that represent estimated variable consideration for commissions to be received from insurance health plan partners 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 estimates the allowance for credit losses using available information from internal and external sources, related to historical experiences, current conditions and forecasts. Our estimates of loss given default are determined by using our historical collections data as well as historical information obtained through our research and review of other peer companies. Our estimated exposure of default is determined by applying these internal and external factors to our commission receivable balances.

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.

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.

Leases

The Company has entered into operating lease agreements primarily consisting of real estate and data centers. At inception of the arrangement, the Company determines if an arrangement is a lease. If an arrangement contains a lease, the Company

recognizes a right-of-use (“ROU”) asset and a lease liability on the Consolidated Balance Sheets at lease commencement. The Company has elected the practical expedient to apply the short-term lease recognition exemption for leases with an initial term of 12 months or less.

Operating lease ROU assets represent our right to use an underlying asset and are based upon the lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. Lease liabilities represent the present value of lease payments over the lease term. The implicit rate within each lease is not readily determinable and therefore we use our incremental borrowing rate at the lease commencement date to determine the present value of the lease payments. The determination of the incremental borrowing rate requires judgement. We determined our incremental borrowing rate for each lease using indicative bank borrowing rates, adjusted for various factors including level of collateralization, term and treasury yield curves that align with the terms of a lease.

After the lease commencement date, changes to a lease are assessed to determine if it represents a lease modification or a separate contract. If a modification exists, operating lease ROU assets and lease liabilities are remeasured using the present value of remaining lease payments and a revised estimated incremental borrowing rate upon lease modification.

We do not include any renewal options in the lease terms for calculating lease liability, as we are not reasonably certain that we will exercise these renewal options at the time of lease commencement or at the time of a lease modification.

The Company has lease agreements with lease and nonlease components. The Company elected the practical expedient to not separate nonlease components from the associated lease components and account for each separate lease component and its associated nonlease components as a single lease component. The Company has applied this accounting policy election to all underlying asset classes.

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.

During the year ended December 31, 2021, the Company recognized goodwill impairment charges of $386.6 million, within "Goodwill impairment charges" in the Consolidated Statement of Operations, representing the full amount of goodwill associated with the Company. See Note 4, "Goodwill and Intangible Assets, Net," for further discussion over the goodwill impairment charges. There was no impairment of goodwill for the twelve months ended December 31, 2020.

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.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, which include property, equipment, and capitalized software, net, operating lease ROU assets 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.

During the year ended December 31, 2022 and 2021, the Company recognized operating lease impairment charges of $25.3 million and $1.1 million, respectively. The operating lease impairment charges reduce the carrying value of the associated ROU assets and leasehold improvements to the estimated fair values. See Note 3, “Fair Value Measurements,” for further discussion around fair value determinations. There was no operating lease impairment charge for the twelve months ended December 31, 2020.

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 3, “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 health plan partners 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 Encompass services, providing partner marketing and enrollment services, dedicated insurance agent resources for health plan partner-specific programs, sales of insurance leads to other marketing agencies and health plan partners and the implementation and use of the Company’s platform.

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.

•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 health plan partners approve an insurance application produced by the Company. The Company records as commission revenue the expected amount of initial commissions received from the health plan partners and any renewal commissions to be paid on such placement as long as the policyholder remains with the same insurance product. The Company defines its customer to be the health plan partner.

The Company typically enters into contractual agency relationships with health plans partners that are non-exclusive and terminable on short notice by either party for any reason. In addition, health plan partners 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 plan partners. The amendment or termination of an agreement the Company has with a health plan partner may adversely impact the commissions it is paid on health insurance plans purchased from the health plan partner.

Compensation in the form of commissions is received from insurance health plan partners for the multiple types of insurance products sold by the Company on behalf of the health plan partners. For Medicare and non-Medicare eligible products, commission revenue generally represents a percentage of the premium amount expected to be collected by the health plan partner while the policyholder is enrolled in the insurance product, including renewal periods. The Company’s performance obligation is complete when a health plan partner 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 health plan partner 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 health plan partner 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 provides enrollment and engagement services through the Encompass Solution by offering Encompass Connect and Encompass Engage to our health plan partners. Encompass Connect is designed to focus on customer acquisition and to provide enrollment related services to our participating partners. Using machine learning technology, our agents aim to effectively qualify and match individuals with the best plan. The Company is compensated for generating and transferring leads to the health plan partners, and revenue is recognized at a point in time the lead is transferred. The Company’s performance obligation is complete when a health plan partner has received a lead, and consideration is variable based on if the lead results in an effective policy and whether that policy remains in force for 90 days. The Company estimates the amount of variable consideration that it expects to receive based on historical experience with commissions revenue or health plan partner experience to the extent available, and expectations as to future retention rates.

Encompass Engage includes post-enrollment member outreach and engagement services, including facilitating an onboarding experience customized to a members’ plan and health needs. The Company recognizes Encompass Engage revenue over time based on member retention and providing post-enrollment services.

The Encompass Solution also offers value-based care provider engagement, health risk assessments, social determinants of health screening and preferred pharmacy programs. The Company recognizes revenue for the related performance obligation at a point in time.

The Company is compensated for partner marketing and enrollment services, based on delivering call volumes or providing marketing services to certain insurance health plan partners. 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.

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 health plan partners the use of the Company’s ecommerce 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 Submissions, and concluded that they are fulfillment costs and not costs to obtain a contract with a health plan partner, which the Company defines as its customer. Additionally, the Company reviewed compensation plans related to personnel responsible for identifying new health plan partners as well as entering into contracts with new health plan partners and concluded that no incremental costs are incurred to obtain such contracts.

Deferred Revenue

Deferred revenue includes amounts collected from partner marketing and enrollment services, the Encompass Solution, and technology licensing and implementation fees 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.

Changes in previous revenue estimates may result in an increase or a decrease to cost of revenue and a corresponding increase or decrease to commissions payable.

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, 2022, 2021, and 2020, totaled $178.7 million, $323.3 million, and $156.9 million, respectively. Advertising costs are expensed as incurred.

The Company also has arrangements with certain health plan partners 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 health plan partners. The Company is reimbursed by health plan partners 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 enrollment and application processes, 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 health plan partners 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 depreciation and amortization, except amortization expense to capitalized software, 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”), stock options, performance stock units (“PSUs”) and stock appreciation rights ("SARs"). Compensation expense for time-vesting units, RSUs, stock options and PSUs are recognized on a straight-line basis over the requisite service or performance 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 related to the performance-vesting profit units 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 and market-based PSUs 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 and performance-based PSUs are determined based on the stock price on the date of grant.

The total initial fair value of the SARs is recorded as expense at the time of the grant for SARs with no future service requirement. The fair value of SARs with a future service requirement are recognized on a straight-line basis over the requisite service period. The fair value of the SARs is revalued (mark-to-market) each reporting period using the Black-Scholes valuation model based on the Company’s period-end stock price. SARs are liability-classified awards, and as such, are recorded as a liability on the Consolidated Balance Sheets.

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 $2.3 million, $3.1 million and $1.0 million for the twelve months ended December 31, 2022, 2021 and 2020, 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 and Encompass revenue are 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

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The amendments in ASU 2020-06 eliminate two of the three accounting models that require separate accounting for convertible features of debt securities, simplify the contract settlement assessment for equity classification, require the use of the if-converted method for all convertible instruments in the diluted earnings per share calculation and expand disclosure requirements. The Company adopted ASU 2020-06 on January 1, 2022, and the adoption did not have an impact on the Consolidated Financial Statements and related disclosures.

In March 2020 the FASB issued ASU No. 2020-04, Reference Rate Reform (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. The new guidance allows entities to prospectively account for contract modifications within the scope of ASC 848. Therefore, such modifications will not require entities to remeasure the modified contract at the modification date or to reassess a prior accounting conclusion. The guidance may be applied upon issuance of ASC 848 through December 31, 2024, as amended by ASU 2022-06, Reference Rate Reform (ASC 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”), which extended the final sunset date from December 31, 2022 to December 31, 2024. The Company adopted ASC 848 on March 15, 2023 upon the entry into Amendment No.10 to the Company’s Credit Agreement, as further discussed in Note 5, “Long-Term Debt.” The adoption did not have an impact on the Consolidated Financial Statements and related disclosures.

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Chicago, Illinois

Restructuring Costs

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring Costs

RESTRUCTURING COSTSDuring the second and third quarters of fiscal year 2022, the Company implemented restructuring initiatives as part of its strategic transformation to drive efficiency and optimize costs. On June 3, 2022, the Board approved the separation and replacement of key management roles, including Chief Operating Officer, Chief Financial Officer, Chief Strategy Officer, and President. On August 9, 2022, the Company eliminated 828 full-time positions, representing approximately 23.7% of the workforce, primarily within the customer care and enrollment group. The majority of the restructuring charges incurred relate to employee termination benefits and will be settled in cash through the second quarter of 2024. The restructuring activities related

to this plan were materially complete as of December 31, 2022. The Company evaluates restructuring charges in accordance with ASC 420 Exit or Disposal Cost Obligations and ASC 712 Compensation—Nonretirement Post-Employment Benefits.

The components of the restructuring and other related charges are as follows:


(in thousands)	Twelve months ended Dec. 31, 2022
Employee termination benefits (1)	$	11,076
Other associated costs (2)	1,108
Total restructuring and other related charges	$	12,184

(1)Employee termination benefits primarily consist of employee severance and benefits that will be settled in cash.

(2)Other associated costs primarily consist of the non-cash acceleration of agent licensing fees as well as legal expenses incurred in connection with the reduction-in-force.

The following table provides the changes in the Company’s restructuring and other related charges that will be settled in cash, included in accrued liabilities on the Consolidated Balance Sheets:


(in thousands)	Restructuring charges
Balance at January 1, 2022	$	—
Charges incurred	11,208
Cash paid	(9,125)
Balance at December 31, 2022	$	2,083

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Finance lease cost	$ 102	$ 340
Operating lease cost	8,286	7,815
Short-term lease cost	420	474
Variable lease cost	689	134
Sublease income	(1,243)	(366)
Total net lease expense	$ 8,254	$ 8,397

Description of Business and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

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 and Revenue Recognition

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

Changes in previous revenue estimates may result in an increase or a decrease to cost of revenue and a corresponding increase or decrease to commissions payable.

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 health plan partner 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 health plan partner experience to the extent available, industry data, and expectations as to future retention rates. Additionally, the Company considers the application of a constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. Due to lower persistency observed during the twelve months ended 2022 and 2021 and declining LTV estimates, the Company applied an incremental LTV constraint to all Medicare policies sold in fiscal year 2022 and the fourth quarter of 2021.

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.

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.

Leases

Goodwill and Intangible Assets

The Company amortizes the cost of definite-lived intangible assets over the respective estimated useful lives on a straight-line basis.

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

General and Administrative ExpensesGeneral 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 depreciation and amortization, except amortization expense to capitalized software, facilities costs and fees paid for outside professional services, including audit, tax, legal and governmental affairs.

Share-Based Compensation Expense

Recent Accounting Pronouncements

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Net revenues	$ 631,675	$ 1,062,415	$ 877,350
Commission
Disaggregation of Revenue [Line Items]
Net revenues	341,467	881,263	671,140
Ancillary
Disaggregation of Revenue [Line Items]
Net revenues	3,121	3,491	4,728
Small Group
Disaggregation of Revenue [Line Items]
Net revenues	213	133	785
Enterprise
Disaggregation of Revenue [Line Items]
Net revenues	290,208	181,152	206,210
Partner Marketing and Enrollment Services
Disaggregation of Revenue [Line Items]
Net revenues	133,135	131,344	164,754
Encompass Revenue
Disaggregation of Revenue [Line Items]
Net revenues	107,336	2,173	652
Direct Partner Campaigns
Disaggregation of Revenue [Line Items]
Net revenues	44,766	45,169	31,245
Other
Disaggregation of Revenue [Line Items]
Net revenues	4,971	2,466	9,559
Medicare
Disaggregation of Revenue [Line Items]
Net revenues	337,004	869,653	640,862
Medicare \| Medicare Advantage
Disaggregation of Revenue [Line Items]
Net revenues	332,385	858,623	630,260
Medicare \| Medicare Supplement
Disaggregation of Revenue [Line Items]
Net revenues	758	3,217	7,023
Medicare \| Prescription Drug Plans
Disaggregation of Revenue [Line Items]
Net revenues	3,861	7,813	3,579
Individual and Family Plan
Disaggregation of Revenue [Line Items]
Net revenues	1,129	7,986	24,765
Individual and Family Plan \| Fixed Indemnity
Disaggregation of Revenue [Line Items]
Net revenues	666	4,867	15,966
Individual and Family Plan \| Short-term
Disaggregation of Revenue [Line Items]
Net revenues	391	1,140	5,710
Individual and Family Plan \| Major Medical
Disaggregation of Revenue [Line Items]
Net revenues	$ 72	$ 1,979	$ 3,089

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes on the income allocated to it from GHH, LLC based upon the Company’s economic interest in GHH, LLC. The Company is the sole managing member of GHH, LLC and, as a result, consolidates the financial results of GHH, LLC. GHH, LLC is a limited liability company taxed as a partnership for income tax purposes, and the subsidiaries of GHH, LLC are limited liability companies for income tax purposes except for a 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:


	Twelve months ended Dec. 31,
(in thousands)	2022		2021		2020
Domestic	$	(376,121)	$	(534,929)	$	(98,297)
Foreign	501		711		1,140
Income (loss) before income taxes	$	(375,620)	$	(534,218)	$	(97,157)

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


	Twelve months ended Dec. 31,
(in thousands)	2022		2021		2020
Current income taxes:
Federal	$	6	$	(87)	$	(89)
State and local	100		65		231
Foreign	183		256		91
Total current income taxes	289		234		233
Deferred income taxes:
Federal	348		(190)		(106)
State and local	124		(68)		(84)
Foreign	3		—		—
Total deferred income taxes	475		(258)		(190)
Income tax expense (benefit)	$	764	$	(24)	$	43

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


	Twelve months ended Dec. 31,
	2022		2021		2020
U.S. statutory tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of the federal benefit	1.8	%	1.6	%	0.4	%
Loss attributable to non-controlling interests	(12.7)	%	(13.5)	%	(11.4)	%
Change in valuation allowance	(10.2)	%	(10.6)	%	(3.7)	%
Change in deferred tax rate	0.0	%	1.4	%	0.0	%
Non-deductible expenses	(0.1)	%	0.0	%	(5.5)	%







Other	0.0	%	0.1	%	(0.8)	%
Effective tax rate	(0.2)	%	0.0	%	0.0	%

The Company’s effective tax rate for the twelve months ended December 31, 2022, 2021, and 2020, were (0.2)%, 0.0%, and 0.0%, respectively. For the twelve months ended December 31, 2022, the effective tax rate was impacted by the loss attributable to non-controlling interest and change in valuation allowance. For the twelve months ended December 31, 2021, the effective tax rate was impacted by change in deferred income tax rates, loss attributable to non-controlling interest, and change in valuation allowance. For the twelve months ended December 31, 2020, the effective tax rate was impacted by nondeductible expenses, loss attributable to non-controlling interest, and change in valuation.

Deferred Taxes

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


	Dec. 31,
(in thousands)	2022		2021
Deferred tax assets:
Basis in partnership investment	$	201,585	$	162,277
Net operating losses	77,148		59,001
Disallowed business interest	7,887		4,776
Foreign tax credits	548		471
Accrued liabilities	997		468
Lease liabilities	251		24
Fixed assets	—		5
Other	648		111
Total gross deferred tax assets	289,064		227,133
Valuation allowance	(288,813)		(226,636)
Total deferred tax assets, net of valuation allowance	251		497
Deferred tax liabilities:
Lease assets	(248)		(24)

Total gross deferred tax liabilities	(248)		(24)
Net deferred tax assets	$	3	$	473

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. In addition, the Company increased its ownership in GHH, LLC during the years ended December 31, 2022 and 2021, primarily through the redemption of LLC Interests. The Company recognized a deferred tax asset in the amount of $24.0 million for the year ended December 31, 2022 associated with the basis difference in our investment in GHH, LLC upon acquiring these LLC Interests. As of December 31, 2022, the total deferred tax asset related to the basis difference in the Company's investment in GHH, LLC was $201.6 million.

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 against all deferred tax assets as of December 31, 2022.

As of December 31, 2022, the Company had gross U.S. federal net operating loss carryforwards and state tax net operating loss carryforwards of $302.8 million and $287.6 million, respectively. As of December 31, 2021, the Company had gross U.S. federal net operating loss carryforwards and state tax net operating loss carryforwards of $230.9 million and $230.5 million, respectively. 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, 2022 and 2021, the Company had U.S. federal credits and incentives of $1.0 million and $0.6 million, respectively.

Uncertain Tax Positions

There were no reserves for uncertain tax positions as of December 31, 2022 and 2021. GoHealth, Inc. was formed in March of 2020 and did not engage in any operations prior to the Transactions and the IPO. GoHealth, Inc. filed 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 2018 for GHH, LLC and Creatix, Inc.

Inflation Reduction Act

On August 16, 2022, U.S. President Joe Biden signed the Inflation Reduction Act, aimed to curb the impacts of inflation. The Inflation Reduction Act contains federal income tax provisions which, among other things; (i) enact a new 15% corporate minimum tax that would apply based on annual income posted in a corporation’s financial statement, rather than the corporation’s taxable income, effective on January 1, 2023; and (ii) apply a 1% tax on the value of stock buybacks corporations choose to execute, effective January 1, 2023. The Inflation Reduction 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, 2022, the Company has determined that a $0.6 million liability related to the Tax Receivable Agreement arose from the Transactions. As of December 31, 2021, the Company determined there was no resulting liability related to the Tax Receivable Agreement arising from the Transactions. Should the Company determine that any additional Tax Receivable Agreement liability is considered probable at a future date based on new information, any changes will be recorded within earnings at that time.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Goodwill And Intangible Assets, Net - Narrative (Details)	3 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) reporting_unit segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Goodwill [Line Items]
Number of reporting units \| reporting_unit		4
Number of operating segments \| segment		4
Impairment of goodwill		$ 0	$ 386,553,000	$ 0
Impairment of intangible assets		$ 0	$ 0	$ 0
Medicare-Internal
Goodwill [Line Items]
Impairment of goodwill	$ 380,300,000
Medicare-External
Goodwill [Line Items]
Impairment of goodwill	$ 6,200,000
Weighted average \| Developed technology
Goodwill [Line Items]
Remaining amortization period		3 years 9 months 18 days
Weighted average \| Customer relationships
Goodwill [Line Items]
Remaining amortization period		6 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

Share-Based Compensation Plans - Narrative (Details) $ / shares in Units, $ in Thousands							3 Months Ended	12 Months Ended
	Jun. 07, 2022 USD ($) $ / shares shares	Apr. 25, 2022 USD ($) day $ / shares	Jul. 17, 2020	Jul. 14, 2020	Jul. 07, 2020	Sep. 13, 2019	Sep. 30, 2020 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Jun. 06, 2022 USD ($)	Jun. 03, 2022 shares	Dec. 19, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ratio of LLC Interests to Class B common stock			1
Share-based compensation expense								$ 32,124	$ 27,297	$ 216,229
Unamortized share-based compensation expense for stock options		$ 800						9,300
Trailing trading days for closing price \| day		20
Employees, Excluding Certain Executive Officers \| Prior to April 1, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding stock options exercise price (in dollars per share) \| $ / shares		$ 15.75
Stock Appreciation Rights, Commencing June 1, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recorded liability related to SARs											$ 1,500
Stock Appreciation Rights, Commencing June 6, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recorded liability related to SARs											$ 1,500
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recorded liability related to SARs								$ 5,000
Volume Weighted Average Price, Scenario One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target award	50.00%
Volume Weighted Average Price, Scenario Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target award	100.00%
Volume Weighted Average Price, Scenario Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target award	150.00%
Volume Weighted Average Price, Scenario Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target award	200.00%
Minimum \| Volume Weighted Average Price, Scenario One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value (in dollars per share) \| $ / shares	$ 30.00
Maximum \| Volume Weighted Average Price, Scenario One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value (in dollars per share) \| $ / shares	45.00
Maximum \| Volume Weighted Average Price, Scenario Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value (in dollars per share) \| $ / shares	60.00
Maximum \| Volume Weighted Average Price, Scenario Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value (in dollars per share) \| $ / shares	$ 90.00
2020 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum annual increase in shares initially available for issuance as a percentage of common stock outstanding				5.00%
Shares reserved for issuance (in shares) \| shares								547,839
2021 Employment Inducement Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for issuance (in shares) \| shares												1,666,666	266,667
Number of shares available for grant (in shares) \| shares								344,447
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								$ 1,000
Weighted average period of recognition for unamortized share-based compensation expense								1 year 10 months 24 days
Restricted stock units granted (in shares) \| shares								0
Grant date fair value (in dollars per share) \| $ / shares								$ 0
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
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period								3 years
Unamortized share-based compensation expense								$ 15,500
Weighted average period of recognition for unamortized share-based compensation expense								1 year 4 months 24 days
Share-based compensation expense	$ 6,300
Restricted stock units granted (in shares) \| shares	511,111							1,834,000
Grant date fair value (in dollars per share) \| $ / shares								$ 11.45
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average period of recognition for unamortized share-based compensation expense								1 year 2 months 12 days
Share-based compensation expense		$ 300
One-time incremental share-based compensation charge		$ 1,100
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
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized share-based compensation expense								$ 3,800
Weighted average period of recognition for unamortized share-based compensation expense								1 year 7 months 6 days
Restricted stock units granted (in shares) \| shares	194,444							211,000	32,579
Vesting period	3 years							3 years
Risk free interest rate	2.90%							0.20%
Annualized volatility	94.00%							72.00%
Grant date fair value (in dollars per share) \| $ / shares	$ 8.25							$ 8.26	$ 332.55
PSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target award								0.00%
PSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target award								200.00%
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum annual increase in shares initially available for issuance as a percentage of common stock outstanding					1.00%
Shares reserved for issuance (in shares) \| shares								85,854
Share-based compensation expense								$ 500	$ 400
ESPP purchase price of common stock, percent of market price					85.00%
Share-based compensation arrangement by share-based payment award, shares issued in period (in shares) \| shares								87,207	13,941	0

Restructuring Costs - Components of Restructuring Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring and Related Activities [Abstract]
Employee termination benefits	$ 11,076
Other associated costs	1,108
Total restructuring and other related charges	$ 12,184	$ 0	$ 0

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

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	RELATED PARTY TRANSACTIONS The Company is party to various lease agreements with 214 W Huron LLC, 220 W Huron Street Holdings LLC, 215 W Superior LLC, and Wilson Tech 5, LLC, each of which are controlled by significant shareholders of the Company, to lease its corporate offices in Chicago, Illinois and Lindon, Utah. The Company pays rent, operating expenses, maintenance, and utilities under the terms of the leases. For the twelve months ended December 31, 2022, 2021 and 2020, the Company made aggregate lease payments of $3.9 million, $1.3 million, and $1.4 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 certain significant shareholders of the Company. The agreement allows the Company to use an aircraft owned by this entity for business and on an as-needed basis. The agreement has no set term and is terminable without cause by either party upon 30 days’ prior written notice. Under the agreement, the Company is required to pay $6,036.94 per flight hour for use of the aircraft. For the twelve months ended December 31, 2022, 2021 and 2020, the Company recorded expense of $0.6 million, $1.2 million and $1.4 million, respectively, under this lease. 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. The advancement was collected by the Company during the twelve months ended December 31, 2021.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.

Leases - Minimum Future Payments for Finance and Operating Leases (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating Leases
2023	$ 12,500
2024	8,042
2025	6,719
2026	5,544
2027	5,699
Thereafter	26,317
Total lease payments	64,821
Less: Imputed interest	(17,480)
Present value of lease liabilities	$ 47,341

Balance Sheet Accounts - Commissions Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Contract with Customer, Asset [Roll Forward]
Commission revenue	$ 631,675	$ 1,062,415	$ 877,350
Less: Commissions receivable - current	335,796	268,663
Commissions receivable – non-current	695,637	993,844
Commission
Contract with Customer, Asset [Roll Forward]
Beginning balance	1,262,507	810,398
Commission revenue	341,467	881,263	671,140
Cash receipts	(572,741)	(428,313)
Allowance for credit losses	200	(841)
Ending balance	1,031,433	1,262,507	$ 810,398
Less: Commissions receivable - current	335,796	268,663
Commissions receivable – non-current	$ 695,637	$ 993,844

- 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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=126901519&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 https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Share-Based Compensation Plans - Summary of Share-Based Compensation Expenses by Operating Function (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 32,124	$ 27,297	$ 216,229
Marketing and advertising
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	1,653	2,108	24,890
Customer care and enrollment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	2,218	3,775	12,599
Technology
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	2,924	3,775	33,085
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 25,329	$ 17,639	$ 145,655

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

NET LOSS PER SHARE

Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted loss per share 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 for the twelve months ended December 31, 2020 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:



	Twelve months ended Dec. 31,
(in thousands, except per share amounts)	2022		2021		2020
Numerator:
Net loss	$	(376,384)	$	(534,194)	$	(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	(227,678)		(344,837)		(52,933)
Net loss attributable to GoHealth, Inc.	(148,706)		(189,357)		(18,802)
Less: Dividends accrued on redeemable convertible preferred stock	943		—		—
Net loss attributable to common stockholders	(149,649)		(189,357)		(18,802)
Denominator:
Weighted-average shares of Class A common stock outstanding—basic	8,445		7,066		5,612
Effect of dilutive securities	—		—		—
Weighted-average shares of Class A common stock outstanding—diluted	8,445		7,066		5,612
Net loss per share of Class A common stock—basic and diluted	$	(17.72)	$	(26.80)	$	(3.35)

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



	Twelve months ended Dec. 31,
(in thousands)	2022	2021	2020
Class A common stock issuable pursuant to equity awards	1,534	489	177
Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock	3,855	—	—
Class B common stock	13,054	13,690	15,799

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 Series A redeemable convertible preferred stock are not participating securities as holders receive a contractual dividend. Accordingly, separate presentation of loss per share of Series A redeemable convertible preferred stock under the two-class method has not been presented.

For periods prior to the IPO, the reported income taxes represent those of GHH, LLC. As a result of 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 IPO will be realized.

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2022
Equity [Abstract]
Stockholders' Equity	STOCKHOLDERS' EQUITY In connection with the Company’s IPO in July 2020, the Company’s Board of Directors approved an amended and restated certificate of incorporation and amended and restated bylaws. The amended and restated certificate of incorporation authorizes the issuance of up to 1,100,000,000 shares of Class A common stock, 690,000,000 shares of Class B common stock and 20,000,000 shares of preferred stock, each having a par value of $0.0001 per share. The number of shares of Class B common stock authorized is reduced for redemptions and forfeitures as they occur. 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 the Company’s 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, holders of Class A common stock and Class B common stock will be entitled to receive ratable portions of the Company’s remaining assets available for distribution; provided, that the holders of Class B common stock shall not be entitled to receive more than $0.0001 per share of Class B common stock and upon receiving such amount, shall not be entitled to receive any of the Company’s other assets or funds with respect to such shares of Class B common stock. Redeemable Convertible Preferred Stock On September 23, 2022 (the “Closing Date”), the Company issued 50,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock (the “Issuance”), par value $0.0001 per share (the “Series A redeemable convertible preferred stock”), to Elevance and GH 22 Holdings, Inc. (the “Purchasers”) for an aggregate purchase price of $50.0 million, at $1,000 per share of the Series A redeemable convertible preferred stock. The Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001 per share as of both December 31, 2022 and 2021, which had not been designated to any specific classes of preferred stock prior to the Closing Date. On the Closing Date, the Company designated and authorized the issuance of 50,000 shares under the Series A redeemable convertible preferred stock and 200,000 shares under the Series A-1 Convertible Non-Voting Perpetual Preferred Stock (the “Series A-1 convertible preferred stock”). The Series A redeemable convertible preferred stock ranks senior to the shares of the Company’s Class A common stock and Class B common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series A redeemable convertible preferred stock has an initial liquidation preference of $1,000 per share, which shall increase by accumulated quarterly dividends that are not paid in cash (“compounded dividends”). Dividends on each share of Series A redeemable convertible preferred stock shall accrue at an annual rate equal to 7%, whether or not declared. Holders of Series A-1 convertible preferred stock are only entitled to dividends if the Company declares such dividends. For the twelve months ended December 31, 2022, the Company accrued $0.9 million of dividends, which are included as a component of Series A redeemable convertible preferred stock with an offsetting adjustment to Additional Paid in Capital on the Consolidated Balance Sheets. The Series A redeemable convertible preferred stock is convertible in full at the option of the holders into the number of shares of Class A common stock equal to the quotient of (a) the sum of (x) the liquidation preference (reflecting increases for compounded dividends) plus (y) the accrued dividends with respect to each share of Series A redeemable convertible preferred stock as of the applicable conversion date divided by (b) the conversion price ($9.60 as of December 31, 2022 and subject to adjustment based on certain changes to the Company’s Class A common stock) as of the applicable conversion date. Notwithstanding the foregoing, a holder of Series A redeemable convertible preferred stock may elect to receive upon conversion, in lieu of the shares of Class A common stock otherwise deliverable, one share of Series A-1 convertible preferred stock for every 1,000 shares of Class A common stock otherwise deliverable upon conversion. The Series A-1 convertible preferred stock will be essentially a substitute for the Class A common stock in the form of non-voting preferred stock. The terms of the Series A redeemable convertible preferred stock and the Series A-1 convertible preferred stock contain certain anti-dilution adjustments. Subject to certain conditions, at any time after the third anniversary of the Closing Date, if the volume weighted average price per share of Class A common stock on Nasdaq is equal to or greater than 150% of the then-applicable conversion price for each of at least twenty (20) trading days, whether or not consecutive, in any period of thirty (30) consecutive trading days ending on and including the trading day immediately before the Company provides the holders with notice of its election to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock (at the election of the holder), the Company may elect to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will be entitled, out of assets legally available therefor, and subject to the rights of the holders of any senior stock (including the Series A redeemable convertible preferred stock) or parity stock (including the Class A common stock and Class B common stock) and the rights of the Company’s existing and future creditors, to receive an aggregate amount per share equal to 1,000 (as may be adjusted) times the aggregate amount to be distributed per share to holders of shares of Class A common stock. Each holder of a whole share of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) shall be entitled to receive when, as and if declared by the Company’s Board of Directors out of funds legally available for the purpose, an amount per share equal to 1,000 (as may be adjusted) times the aggregate per share amount of all cash dividends, and 1,000 (as may be adjusted) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class A common stock or a subdivision of the outstanding shares of Class A common stock (by reclassification or otherwise), declared on each share of Class A common stock since the first issuance of any share of Series A-1 convertible preferred stock. Each holder of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will have the right, at such holder’s option, to convert in full each share of such holder’s Series A-1 convertible preferred stock at such time into the number of shares of Class A common stock based upon a conversion ratio of 1,000 shares of Class A common stock for each share of Series A-1 convertible preferred stock. Under the Certificate of Designations for the Series A redeemable convertible preferred stock (the “Certificate of Designations”), holders of the Series A redeemable convertible preferred stock are entitled to vote with the holders of the Class A common stock on an as-converted basis on all matters submitted to a vote of the holders of the Class A common stock. Notwithstanding the foregoing: (1) the lead Purchaser’s voting rights shall not exceed 9.99% of the voting rights associated with the issued and outstanding shares of capital stock of the Company at any time; and (2) the voting rights of the Purchasers holding Series A redeemable convertible preferred stock, voting on an as-converted basis with the holders of the Class A common stock and the holders of any other class or series of capital stock of the Company then entitled to vote, shall be capped at the maximum amount that would not result in requiring shareholder approval for the exercise of such voting rights pursuant to the rules of Nasdaq. The Series A-1 convertible preferred stock is not entitled to vote with the Class A common stock on matters submitted to a vote of the holders of the Class A common stock and will have no voting rights except as required by applicable law. In addition, holders of the Series A redeemable convertible preferred stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that materially, adversely and disproportionately affect the Series A redeemable convertible preferred stock, authorizations or issuances by the Company of securities that are senior to or pari passu with the Series A redeemable convertible preferred stock and issuing any debt security (for the avoidance of doubt, excluding any draws under the Company’s Existing Credit Agreement referenced in the Certificate of Designations), if the Company’s Consolidated Total Net Debt (as defined in the Certificate of Designations) following such action would exceed four times the Company’s Consolidated EBITDA (as defined in the Certificate of Designations) for the Company’s most recently completed four consecutive fiscal quarters. At any time following the fifth anniversary of the Closing Date, the Company may redeem the Series A redeemable convertible preferred stock, in whole or in part, for a per share amount in cash equal to the liquidation preference (reflecting increases for compounded dividends) thereof plus all accrued dividends as of the applicable redemption date. Upon certain change of control events involving the Company, (i) a holder of the Series A redeemable convertible preferred stock may, so long as such payment would not otherwise result in a breach of, or event of default under, then-existing credit agreements, indentures or other financing arrangements, require the Company to purchase and (ii) subject to a holder’s right to convert its shares of Series A redeemable convertible preferred stock into Class A common stock or Series A-1 convertible preferred stock at the then-current conversion price, the Company may elect to purchase, all or a portion of such holder’s shares of Series A redeemable convertible preferred stock that have not been so converted, in each case at a purchase price per share of Series A redeemable convertible preferred stock, payable in cash, equal to (A) if the change of control effective date occurs at any time prior to the fifth anniversary of the Closing Date, 160% of a Purchaser’s original investment amount and (B) if the change of control effective date occurs on or after the fifth anniversary of the Closing Date, the liquidation preference (reflecting increases for compounded dividends) of such share of Series A redeemable convertible preferred stock plus the accrued dividends in respect of such share of Series A redeemable convertible preferred stock as of the change of control purchase date. The Purchasers have entered into a customary registration rights agreement (the “Registration Rights Agreement”) with respect to shares of Class A common stock held by the Purchasers issued upon any future conversion of the Series A redeemable convertible preferred stock or Series A-1 convertible preferred stock. In connection with the Issuance, the Company, as the managing member of GoHealth Holdings, LLC (the “LLC”), caused the LLC (i) to issue to the Company, in exchange for the proceeds from the Issuance, Series A preferred units (the “Preferred Units”) and (ii) to authorize another series of preferred units (the “Series A-1 Preferred Units”), in each case having an aggregate liquidation preference and having terms substantially economically equivalent to the aggregate liquidation preference and the economic terms of the Series A redeemable convertible preferred stock and the Series A-1 convertible preferred stock, respectively, and entered into Amendment No. 2 to the Second Amended and Restated Limited Liability Company Agreement of GoHealth Holdings, LLC (“Amendment No. 2”) to effectuate the same. The Company classifies the Series A redeemable convertible preferred stock outside of permanent equity as temporary equity since the redemption of such shares is not solely within the Company’s control. The Company does not remeasure the redeemable convertible preferred stock because it is not currently redeemable and not probable of becoming redeemable. The redeemable convertible preferred stock was recorded at fair value upon issuance, net of issuance costs of $1.6 million. Reverse Stock Split On November 10, 2022, the Board of Directors approved a resolution to effect a reverse stock split such that every holder of Class A common stock and Class B common stock (together, “Common Stock”) received one share of the respective class of stock for every fifteen shares of Common Stock held (the “Reverse Stock Split”). The Reverse Stock Split also adjusted the LLC Interests. The authorized shares and par value per share of the Common Stock and preferred stock were not adjusted as a result of the Reverse Stock Split. With respect to the Series A redeemable convertible preferred stock, the conversion price was automatically adjusted to account for the Reverse Stock Split for such shares. Share and per share amounts of preferred stock were not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split became effective on November 17, 2022.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Balance Sheet Accounts (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Commissions Receivable Activity

Commissions receivable activity is summarized as follows:


	Dec. 31,
(in thousands)	2022		2021
Beginning balance	$	1,262,507	$	810,398
Commission revenue	341,467		881,263
Cash receipts	(572,741)		(428,313)
Allowance for credit losses	200		(841)
Ending balance	1,031,433		1,262,507
Less: Commissions receivable - current	335,796		268,663
Commissions receivable - non-current	$	695,637	$	993,844

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:


	Dec. 31,
(in thousands)	2022		2021
Computer equipment	$	7,872	$	12,339
Leasehold improvements	9,339		3,157
Office equipment and furniture	1,356		1,263
Property and equipment	18,567		16,759
Capitalized software	24,976		17,840
Less: Accumulated depreciation and amortization	(18,261)		(10,326)
Property, equipment and capitalized software, net	$	25,282	$	24,273

Summary of Accrued Liabilities

Accrued liabilities consist of the following:


	Dec. 31,
(in thousands)	2022		2021
Bonuses and commissions	$	23,752	$	18,583
Payroll	10,865		12,824
Marketing costs	6,949		13,065
Interest expense	179		2,994
Other accrued expenses	11,589		5,322
Accrued liabilities	$	53,334	$	52,788

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

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:



	Twelve months ended Dec. 31,
(in thousands, except per share amounts)	2022		2021		2020
Numerator:
Net loss	$	(376,384)	$	(534,194)	$	(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	(227,678)		(344,837)		(52,933)
Net loss attributable to GoHealth, Inc.	(148,706)		(189,357)		(18,802)
Less: Dividends accrued on redeemable convertible preferred stock	943		—		—
Net loss attributable to common stockholders	(149,649)		(189,357)		(18,802)
Denominator:
Weighted-average shares of Class A common stock outstanding—basic	8,445		7,066		5,612
Effect of dilutive securities	—		—		—
Weighted-average shares of Class A common stock outstanding—diluted	8,445		7,066		5,612
Net loss per share of Class A common stock—basic and diluted	$	(17.72)	$	(26.80)	$	(3.35)

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

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



	Twelve months ended Dec. 31,
(in thousands)	2022	2021	2020
Class A common stock issuable pursuant to equity awards	1,534	489	177
Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock	3,855	—	—
Class B common stock	13,054	13,690	15,799

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Components of Lease Expense, Supplemental Cash Flow Information and Weighted Average Remaining Lease Term and Discount Rate

Components of lease expense are as follows, all recorded within operating expenses in the Consolidated Statements of Operations:


	Twelve months ended Dec. 31,
(in thousands)	2022		2021
Finance lease cost (1)	$	102	$	340
Operating lease cost	8,286		7,815
Short-term lease cost (2)	420		474
Variable lease cost (3)	689		134
Sublease income	(1,243)		(366)
Total net lease expense	$	8,254	$	8,397

(2)Includes costs related to leases, which at the commencement date, have a lease term of 12 months or less.

Supplemental cash flow information related to leases are as follows:


	Dec. 31,
(in thousands)	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	10,380	$	6,652


Operating lease assets obtained in exchange for new lease obligations (1)	$	26,405	$	1,831
Reduction in operating lease ROU assets and lease liabilities due to reassessment of lease terms	$	4,155	$	—

(1)On May 12, 2020, the Company entered into a lease agreement with Wilson Tech 5, LLC, for a proposed site in Lindon, Utah, which commenced on June 8, 2022.

The weighted average remaining operating lease term and discount rate are as follows:


	Dec. 31,
	2022		2021
Weighted average remaining lease term (in years)	7.5 years		4.2 years

Weighted average discount rate	8.1	%	6.2	%

Schedule of Future Minimum Payments for Finance Leases

As of December 31, 2022, future minimum lease payments for operating leases consisted of the following:


(in thousands)	Operating Leases

2023	12,500
2024	8,042
2025	6,719
2026	5,544
2027	5,699
Thereafter	26,317
Total lease payments	$	64,821
Less: Imputed interest	(17,480)
Present value of lease liabilities	$	47,341

Schedule of Future Minimum Payments for Operating Leases

As of December 31, 2022, future minimum lease payments for operating leases consisted of the following:


(in thousands)	Operating Leases

2023	12,500
2024	8,042
2025	6,719
2026	5,544
2027	5,699
Thereafter	26,317
Total lease payments	$	64,821
Less: Imputed interest	(17,480)
Present value of lease liabilities	$	47,341

Goodwill And Intangible Assets, Net

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

During 2019, 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 on November 30th 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.

Fourth Quarter 2021 Goodwill Impairment Charges

During the annual enrollment period in the fourth quarter of 2021, the Company and the broader industry experienced an increase in consumer shopping which led to lower policy persistency than anticipated and resulted in lower LTV performance. Additionally, operating margins in the fourth quarter of 2021 declined significantly which was primarily driven by tight labor markets and resulted in higher than expected customer care and enrollment costs. As such and in connection with the Company’s annual and long-range planning process, which coincided with the Company’s annual goodwill impairment test as of November 30, 2021, the Company determined the Medicare— Internal and Medicare— External reporting units’ financial performance would be lower than previously anticipated. As a result, the Company’s quantitative goodwill impairment test indicated that the fair values of the Medicare— Internal and Medicare— External reporting units no longer exceeded its carrying values, and the Company recognized goodwill impairment charges of $380.3 million and $6.2 million for the Medicare-Internal and Medicare— External reporting units, respectively, representing the full amount of goodwill associated with these reporting units.

The quantitative goodwill impairment test performed by the Company as of November 30, 2021, included significant level 3 fair value estimates and assumptions including, among others, cash flow projections and selecting an appropriate discount rate.

There was no impairment of goodwill for the twelve months ended December 31, 2020.

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:



	Dec. 31, 2022
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	233,829	$	262,171
Customer relationships	232,000		76,560		155,440
Total intangible assets subject to amortization	$	728,000	$	310,389	$	417,611
Indefinite-lived trade names					83,000
Total intangible assets					$	500,611



	Dec. 31, 2021
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	162,971	$	333,029
Customer relationships	232,000		53,360		178,640
Total intangible assets subject to amortization	$	728,000	$	216,331	$	511,669
Indefinite-lived trade names					83,000
Total intangible assets					$	594,669

There was no impairment of intangible assets for the twelve months ended December 31, 2022, 2021 and 2020.

As of December 31, 2022, 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
2023	$	70,857	$	23,200	$	94,057
2024	70,857		23,200		94,057
2025	70,857		23,200		94,057
2026	49,600		23,200		72,800
2027	—		23,200		23,200
Thereafter	—		39,440		39,440
Total	$	262,171	$	155,440	$	417,611

As of December 31, 2022, the weighted-average remaining amortization period for amortizable intangible assets was 3.8 years for developed technology and 6.8 years for customer relationships.

Balance Sheet Accounts - Summary of Property, Equipment and Capitalized Software, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation and amortization	$ (18,261)	$ (10,326)
Property, equipment, and capitalized software, net	25,282	24,273
Property and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	18,567	16,759
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment	7,872	12,339
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	9,339	3,157
Office equipment and furniture
Property, Plant and Equipment [Line Items]
Property and equipment	1,356	1,263
Capitalized software
Property, Plant and Equipment [Line Items]
Capitalized software	$ 24,976	$ 17,840

Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class A common stock issuable pursuant to equity awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average potentially dilutive shares excluded from calculation of diluted loss per share because effect would be antidilutive (in shares)	1,534	489	177
Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average potentially dilutive shares excluded from calculation of diluted loss per share because effect would be antidilutive (in shares)	3,855	0	0
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)	13,054	13,690	15,799

Operating Segments and Significant Customers

12 Months Ended

Dec. 31, 2022

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 health plan partners.

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 health plan partners, Company-employed agents offering qualified prospects plans on a health plan partner-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 health plan partners based on sales the Company generates, as well as enrollment fees, hourly fees and other fees for services performed for specific health plan partners and other partners.

External: The two external segments represent sales of products and plans under the Company’s health plan partner 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 health plan partners 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:


	Twelve months ended Dec. 31,
(in thousands)	2022		2021		2020
Revenues:
Medicare:
Internal channel	$	421,273	$	844,894	$	667,293
External channel	189,886		189,563		155,660
Total Medicare	611,159		1,034,457		822,953
IFP and Other:
Internal channel	17,972		19,687		32,271
External channel	2,544		8,271		22,126
Total IFP and Other	20,516		27,958		54,397
Net revenues	631,675		1,062,415		877,350
Segment profit (loss):
Medicare:
Internal channel	(43,382)		84,345		296,865
External channel	(31,260)		2,622		5,944
Total Medicare	(74,642)		86,967		302,809
IFP and Other:
Internal channel	4,654		2,819		4,269
External channel	(1,502)		245		1,910
Total IFP and Other	3,152		3,064		6,179
Segment profit (loss)	(71,490)		90,031		308,988
Corporate expense	115,590		97,807		259,778
Amortization of intangible assets	94,057		94,056		94,056
Operating lease impairment charges	25,345		1,062		—
Restructuring and other related charges	12,184		—		—
Change in fair value of contingent consideration liability	—		—		19,700
Loss on extinguishment of debt	—		11,935		—
Goodwill impairment charges	—		386,553		—
Interest expense	57,069		33,505		32,969
Other (income) expense, net	(115)		(669)		(358)
Income (loss) before income taxes	$	(375,620)	$	(534,218)	$	(97,157)

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 health plan partners representing 10% or more of the Company’s total revenue for the periods indicated:


	Twelve months ended Dec. 31,
	2022		2021		2020
Humana	26	%	28	%	40	%
Elevance	23	%	22	%	29	%
United	18	%	16	%	13	%
Centene	11	%	17	%	9	%

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
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-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Goodwill and Intangible Assets, Net - Summary of Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
2023	$ 94,057
2024	94,057
2025	94,057
2026	72,800
2027	23,200
Thereafter	39,440
Net Carrying Amount	417,611	$ 511,669
Developed technology
Finite-Lived Intangible Assets [Line Items]
2023	70,857
2024	70,857
2025	70,857
2026	49,600
2027	0
Thereafter	0
Net Carrying Amount	262,171	333,029
Customer relationships
Finite-Lived Intangible Assets [Line Items]
2023	23,200
2024	23,200
2025	23,200
2026	23,200
2027	23,200
Thereafter	39,440
Net Carrying Amount	$ 155,440	$ 178,640

Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Domestic	$ (376,121)	$ (534,929)	$ (98,297)
Foreign	501	711	1,140
Income (loss) before income taxes	$ (375,620)	$ (534,218)	$ (97,157)

- 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)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Revenue - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Revenue - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Positive (negative) revenue adjustment relating to performance obligations satisfied in prior periods	$ (275.7)	$ (165.3)	$ (2.0)
Disaggregation of Revenue [Line Items]
Revenue recognized that was previously deferred	0.1	0.2
Prepaid expenses and other current assets
Disaggregation of Revenue [Line Items]
Unbilled receivables for performance-based enrollment fees	$ 39.6	$ 20.1

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Income (Loss) Before Income Taxes

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


	Twelve months ended Dec. 31,
(in thousands)	2022		2021		2020
Domestic	$	(376,121)	$	(534,929)	$	(98,297)
Foreign	501		711		1,140
Income (loss) before income taxes	$	(375,620)	$	(534,218)	$	(97,157)

Schedule of Components of Income Tax Expense (Benefit)

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


	Twelve months ended Dec. 31,
(in thousands)	2022		2021		2020
Current income taxes:
Federal	$	6	$	(87)	$	(89)
State and local	100		65		231
Foreign	183		256		91
Total current income taxes	289		234		233
Deferred income taxes:
Federal	348		(190)		(106)
State and local	124		(68)		(84)
Foreign	3		—		—
Total deferred income taxes	475		(258)		(190)
Income tax expense (benefit)	$	764	$	(24)	$	43

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:


	Twelve months ended Dec. 31,
	2022		2021		2020
U.S. statutory tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of the federal benefit	1.8	%	1.6	%	0.4	%
Loss attributable to non-controlling interests	(12.7)	%	(13.5)	%	(11.4)	%
Change in valuation allowance	(10.2)	%	(10.6)	%	(3.7)	%
Change in deferred tax rate	0.0	%	1.4	%	0.0	%
Non-deductible expenses	(0.1)	%	0.0	%	(5.5)	%







Other	0.0	%	0.1	%	(0.8)	%
Effective tax rate	(0.2)	%	0.0	%	0.0	%

Schedule of Deferred Tax Assets and Liabilities

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


	Dec. 31,
(in thousands)	2022		2021
Deferred tax assets:
Basis in partnership investment	$	201,585	$	162,277
Net operating losses	77,148		59,001
Disallowed business interest	7,887		4,776
Foreign tax credits	548		471
Accrued liabilities	997		468
Lease liabilities	251		24
Fixed assets	—		5
Other	648		111
Total gross deferred tax assets	289,064		227,133
Valuation allowance	(288,813)		(226,636)
Total deferred tax assets, net of valuation allowance	251		497
Deferred tax liabilities:
Lease assets	(248)		(24)

Total gross deferred tax liabilities	(248)		(24)
Net deferred tax assets	$	3	$	473

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

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

In connection with the Acquisition, GHH, LLC agreed to pay additional contingent consideration if certain financial targets are achieved. 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. In connection with the IPO, a significant shareholder assumed the outstanding contingent consideration liability and 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.


(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, unbilled receivables, accounts payable and accrued expenses approximate fair value due to the short maturity of these instruments. The carrying value of debt approximates fair value due to the variable nature of interest rates.

As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in a $25.3 million operating lease impairment charge during the second and third quarters of 2022. The Company recorded an operating lease impairment charge of $1.1 million during the third quarter of 2021. The operating lease impairment charge reduces the carrying value of the associated ROU assets and leasehold improvements to the estimated fair values. The fair values are estimated using a discounted cash flows approach based on forecasted future cash flows expected to be derived from the property based on current sublease market rent, which is considered a level 3 input in the fair value hierarchy, and other key assumptions such as future sublease market conditions and the discount rate. With respect to the impairment charge for the twelve months ended December 31, 2022, a 5% increase or decrease to the market rent per square foot input would increase or decrease the estimated fair value and resulting impairment charge by approximately $1.0 million.

- 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

Leases - Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted average remaining lease term (in years)	7 years 6 months	4 years 2 months 12 days
Weighted average discount rate	8.10%	6.20%

Operating Segments and Significant Customers - Summary of Revenue by Major Customers by Reporting Segments (Details) - Revenue - Customer concentration risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Humana
Revenue, Major Customer [Line Items]
Revenue reported by segment, percent	26.00%	28.00%	40.00%
Elevance
Revenue, Major Customer [Line Items]
Revenue reported by segment, percent	23.00%	22.00%	29.00%
United
Revenue, Major Customer [Line Items]
Revenue reported by segment, percent	18.00%	16.00%	13.00%
Centene
Revenue, Major Customer [Line Items]
Revenue reported by segment, percent	11.00%	17.00%	9.00%

Goodwill And Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Definite-lived Amortizable Intangible Assets



	Dec. 31, 2022
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	233,829	$	262,171
Customer relationships	232,000		76,560		155,440
Total intangible assets subject to amortization	$	728,000	$	310,389	$	417,611
Indefinite-lived trade names					83,000
Total intangible assets					$	500,611



	Dec. 31, 2021
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	162,971	$	333,029
Customer relationships	232,000		53,360		178,640
Total intangible assets subject to amortization	$	728,000	$	216,331	$	511,669
Indefinite-lived trade names					83,000
Total intangible assets					$	594,669

Schedule of Indefinite-lived Intangible Trade Names



	Dec. 31, 2022
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	233,829	$	262,171
Customer relationships	232,000		76,560		155,440
Total intangible assets subject to amortization	$	728,000	$	310,389	$	417,611
Indefinite-lived trade names					83,000
Total intangible assets					$	500,611



	Dec. 31, 2021
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	162,971	$	333,029
Customer relationships	232,000		53,360		178,640
Total intangible assets subject to amortization	$	728,000	$	216,331	$	511,669
Indefinite-lived trade names					83,000
Total intangible assets					$	594,669

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of December 31, 2022, 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
2023	$	70,857	$	23,200	$	94,057
2024	70,857		23,200		94,057
2025	70,857		23,200		94,057
2026	49,600		23,200		72,800
2027	—		23,200		23,200
Thereafter	—		39,440		39,440
Total	$	262,171	$	155,440	$	417,611

Share-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2022

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:


	Twelve months ended Dec. 31,
(in thousands)	2022		2021		2020
Marketing and advertising	$	1,653	$	2,108	$	24,890
Customer care and enrollment	2,218		3,775		12,599
Technology	2,924		3,775		33,085
General and administrative (1)	25,329		17,639		145,655
Total share-based compensation expense	$	32,124	$	27,297	$	216,229

(1)For the twelve months ended December 31, 2022, share-based compensation expense includes expense related to the stock appreciation rights ("SARs"), which are liability classified awards.

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)	Number of Time-Vesting Units	Weighted Average Grant Date Fair Value
Unvested units at Dec. 31, 2021	272	$	22.65
Granted	—	—
Vested	(177)	21.69
Forfeited	(47)	22.69
Unvested units at Dec. 31, 2022	48	$	26.15

Schedule of Profit Unit Valuation Assumptions

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


						Twelve months ended Dec. 31, 2020
Risk free interest rate						1.40%
Expected volatility						76.0%
Expected life (years)						4.60
Expected dividend yield						0.0%

Schedule of RSUs Issued

A summary of the RSUs issued is as follows:


(in thousands except per share amounts)	Number of RSUs	Weighted Average Grant Date Fair Value
Unvested units at Dec. 31, 2021	165	$	193.78
Granted	1,834	11.45
Vested	(586)	27.03
Forfeited	(316)	45.62
Unvested units at Dec. 31, 2022	1,097	$	20.71

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)	Number of Stock Options	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1)
Outstanding at Dec. 31, 2021	322	$	127.74	9.0	$	105
Granted	273	9.66
Exercised	(1)	149.07
Forfeited	(128)	101.26
Expired	(30)	150.59
Outstanding at Dec. 31, 2022	436	$	62.63	8.8	$	1
Exercisable at Dec. 31, 2022	85	$	151.92	7.8	$	1

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, 2022
Risk free interest rate	1.74%	—	3.36%
Expected volatility	74.4%	—	83.2%
Expected life (years)	6.00	—	6.00
Expected dividend yield	0.0%	—	0.0%

Schedule of PSUs Issued

A summary of the PSUs issued is as follows:


(in thousands except per share amounts)	Number of PSUs	Weighted Average Fair Value at Date of Grant Per Unit
Unvested units at December 31, 2021	31	$	332.55
Granted	211	8.26
Vested	—	—
Forfeited	(28)	140.58
Unvested units at December 31, 2022	214	$	38.46

Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

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. Based on market and retention trends observed during the Medicare annual enrollment period in the fourth quarter, the Company recorded negative revenue adjustments of $275.7 million, $165.3 million and $2.0 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively, as changes in estimates 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:


	Twelve months ended Dec. 31,
(in thousands)	2022		2021		2020
Commission revenue:
Medicare:
Medicare Advantage	$	332,385	$	858,623	$	630,260
Medicare Supplement	758		3,217		7,023
Prescription Drug Plans	3,861		7,813		3,579
Total Medicare	337,004		869,653		640,862
Individual and Family Plan:
Fixed Indemnity	666		4,867		15,966
Short-term	391		1,140		5,710
Major Medical	72		1,979		3,089
Total Individual and Family Plan	1,129		7,986		24,765
Ancillary	3,121		3,491		4,728
Small Group	213		133		785
Total commission revenue	341,467		881,263		671,140
Enterprise revenue:
Partner Marketing and Enrollment Services	133,135		131,344		164,754
Encompass Revenue	107,336		2,173		652
Direct Partner Campaigns	44,766		45,169		31,245
Other	4,971		2,466		9,559
Total enterprise revenue	290,208		181,152		206,210
Net revenues	$	631,675	$	1,062,415	$	877,350

Contract Assets and Liabilities

The company records contract assets and contract liabilities from contracts with customers as it relates to commissions receivable, commissions payable and deferred revenue. Commissions receivable represents estimated variable consideration for commissions to be received from health plan partners for performance obligations that have been satisfied. Commissions payable represents estimated commissions to be paid to the Company’s external agents and other partners. Deferred revenue includes amounts collected for partner marketing and enrollment services, Encompass revenue, and technology licensing and implementation fees in advance of the Company satisfying its performance obligations for such customers.

The Company had unbilled receivables for performance-based enrollment fees and Encompass revenue as of December 31, 2022 and 2021 of $39.6 million and $20.1 million, respectively, which are recorded in prepaid expenses and other current assets on the Consolidated Balance Sheets. There are no other contract assets or contract liabilities recorded by the Company.

For the twelve months ended December 31, 2022, the Company recognized $0.1 million of revenue that was deferred as of December 31, 2021. For the twelve months ended December 31, 2021, the Company recognized $0.2 million of revenue that was deferred as of December 31, 2020.

- 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
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+ Details

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Summary of Long-Term Debt

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


	Dec. 31,
(in thousands)	2022		2021
Term Loan Facilities	$	518,133	$	523,403
Revolving Credit Facilities	—		155,000
Less: Unamortized debt discount and issuance costs	(8,053)		(8,018)
Total debt	510,080		670,385
Less: Current portion of long-term debt	(5,270)		(5,270)
Total long-term-debt	$	504,810	$	665,115

Schedule of Maturities of Long-Term Debt

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


(in thousands)
2023	$	5,270
2024	5,270
2025	507,593
2026	—
2027	—
Thereafter	—
Total	$	518,133

- Definition

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

+ References

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-Paragraph 1
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+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 16,464	$ 84,361
Accounts receivable, net of allowance for doubtful accounts of $89 in 2022 and $558 in 2021	4,703	17,276
Commissions receivable - current	335,796	268,663
Prepaid expense and other current assets	57,593	58,695
Total current assets	414,556	428,995
Commissions receivable - non-current	695,637	993,844
Operating lease ROU asset	21,483	23,462
Other long-term assets	1,721	3,608
Property, equipment, and capitalized software, net	25,282	24,273
Intangible assets, net	500,611	594,669
Total assets	1,659,290	2,068,851
Current liabilities:
Accounts payable	15,148	39,843
Accrued liabilities	53,334	52,788
Commissions payable - current	122,023	104,160
Short-term operating lease liability	8,974	6,126
Deferred revenue	50,594	536
Current portion of long-term debt	5,270	5,270
Other current liabilities	10,112	8,344
Total current liabilities	265,455	217,067
Non-current liabilities:
Commissions payable - non-current	253,118	274,403
Long-term operating lease liability	38,367	19,776
Long-term debt, net of current portion	504,810	665,115
Other non-current liabilities	5,839	0
Total non-current liabilities	802,134	959,294
Commitments and Contingencies (Note 12)
Stockholders’ equity:
Preferred stock	0	0
Additional paid-in capital	626,269	561,477
Accumulated other comprehensive income (loss)	(144)	(59)
Accumulated deficit	(357,023)	(208,317)
Total stockholders’ equity attributable to GoHealth, Inc.	268,759	353,103
Non-controlling interests	273,640	539,387
Total stockholders’ equity	542,399	892,490
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	1,659,290	2,068,851
Series A Preferred Stock
Non-current liabilities:
Convertible preferred stock	49,302	0
Class A Common Stock
Stockholders’ equity:
Common stock	1	1
Treasury stock – at cost; 13 shares of Class A common stock at December 31, 2022	(345)	0
Class B common stock
Stockholders’ equity:
Common stock	1	1
Series A-1 Convertible Preferred Stock
Stockholders’ equity:
Preferred stock	$ 0	$ 0

Commitments and Contingencies (Details)	1 Months Ended
Commitments and Contingencies (Details)	Sep. 30, 2020 claim
Pending litigation
Loss Contingencies [Line Items]
Number of securities class action complaints filed	3

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Basis in partnership investment	$ 201,585	$ 162,277
Net operating losses	77,148	59,001
Disallowed business interest	7,887	4,776
Foreign tax credits	548	471
Accrued liabilities	997	468
Lease liabilities	251	24
Fixed assets	0	5
Other	648	111
Total gross deferred tax assets	289,064	227,133
Valuation allowance	(288,813)	(226,636)
Total deferred tax assets, net of valuation allowance	251	497
Deferred tax liabilities:
Lease assets	(248)	(24)
Total gross deferred tax liabilities	(248)	(24)
Net deferred tax assets	$ 3	$ 473

Long-Term Debt - Narrative (Details)							12 Months Ended
Long-Term Debt - Narrative (Details)	Mar. 15, 2023	Nov. 09, 2022	Aug. 12, 2022 USD ($)	Mar. 14, 2022 USD ($)	Jun. 11, 2021 USD ($)	Mar. 23, 2020 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 10, 2021 USD ($)	May 07, 2021 USD ($)	Sep. 13, 2019 USD ($)
Debt Instrument [Line Items]
Proceeds from share issuance									$ 852,407,000
Loss on extinguishment of debt							$ 0	$ 11,935,000	0
Prepayment premium							$ 0	5,910,000	0
Term Loan Facilities
Debt Instrument [Line Items]
Debt issuance costs			$ 1,000,000
Periodic payment percentage							0.25%
Mandatory prepayment as a percentage of assets sold							100.00%
Period for which net proceeds may be invested (or committed to be invested) and no prepayment required							12 months
Term Loan Facilities \| Prepayment percentage one
Debt Instrument [Line Items]
Prepayment as a percentage of principal amount outstanding							50.00%
Term Loan Facilities \| Prepayment percentage one \| Minimum
Debt Instrument [Line Items]
Net debt to leverage ratio							4.50
Term Loan Facilities \| Prepayment percentage two
Debt Instrument [Line Items]
Prepayment as a percentage of principal amount outstanding							25.00%
Term Loan Facilities \| Prepayment percentage two \| Minimum
Debt Instrument [Line Items]
Net debt to leverage ratio							4.00
Term Loan Facilities \| Prepayment percentage two \| Maximum
Debt Instrument [Line Items]
Net debt to leverage ratio							4.50
Term Loan Facilities \| Prepayment percentage three
Debt Instrument [Line Items]
Prepayment as a percentage of principal amount outstanding							0.00%
Term Loan Facilities \| Prepayment percentage three \| Maximum
Debt Instrument [Line Items]
Net debt to leverage ratio							4.00
Term Loan Facilities \| Class B common stock
Debt Instrument [Line Items]
Shares issued during the period (in shares) \| shares						444,444
Proceeds from share issuance						$ 10,000,000
Term Loan Facilities \| Initial Term Loan Facility
Debt Instrument [Line Items]
Aggregate principal amount												$ 300,000,000
Amount outstanding					$ 295,500,000
Loss on extinguishment of debt					$ 11,900,000
Prepayment premium, percentage					2.00%
Prepayment premium					$ 5,900,000
Write-down of deferred financing costs and debt discounts					6,000,000
Mandatory prepayment as a percentage of amount raised on debt issue							100.00%
Term Loan Facilities \| Incremental Term Loan Facility
Debt Instrument [Line Items]
Aggregate principal amount									117,000,000
Debt issuance costs									6,000,000
Amount outstanding							$ 113,700,000	$ 115,000,000
Effective interest rate							11.20%	7.50%
Mandatory prepayment as a percentage of amount raised on debt issue							100.00%
Term Loan Facilities \| 2021 Incremental Term Loan Facility
Debt Instrument [Line Items]
Aggregate principal amount					310,000,000
Debt issuance costs				$ 1,700,000	1,700,000
Amount outstanding							$ 305,400,000	$ 308,400,000
Effective interest rate							11.20%	11.20%
Term Loan Facilities \| 2021 Incremental Term Loan Facility \| Alternate Base Rate
Debt Instrument [Line Items]
Variable interest rate spread		6.50%	6.50%	5.50%
Term Loan Facilities \| 2021 Incremental Term Loan Facility \| LIBOR
Debt Instrument [Line Items]
Variable interest rate spread		7.50%	7.50%	6.50%
Term Loan Facilities \| 2021 Incremental Term Loan Facility \| Secured Overnight Financing Rate (SOFR) \| Subsequent event
Debt Instrument [Line Items]
Variable interest rate, floor	0.0100
Term Loan Facilities \| 2021 Incremental Term Loan Facility \| Secured Overnight Financing Rate (SOFR), One Month \| Subsequent event
Debt Instrument [Line Items]
Variable interest rate spread	0.10%
Term Loan Facilities \| 2021 Incremental Term Loan Facility \| Secured Overnight Financing Rate (SOFR), Three Months \| Subsequent event
Debt Instrument [Line Items]
Variable interest rate spread	0.15%
Term Loan Facilities \| 2021 Incremental Term Loan Facility \| Secured Overnight Financing Rate (SOFR), Six Months \| Subsequent event
Debt Instrument [Line Items]
Variable interest rate spread	0.25%
Term Loan Facilities \| 2021-2 Incremental Term Loans Facility
Debt Instrument [Line Items]
Aggregate principal amount										$ 100,000,000
Debt issuance costs										$ 2,500,000
Amount outstanding							$ 99,000,000	$ 100,000,000
Effective interest rate							6.00%	6.00%
Term Loan Facilities \| 2021-2 Incremental Term Loans Facility \| Alternate Base Rate
Debt Instrument [Line Items]
Variable interest rate spread			6.50%	5.50%
Term Loan Facilities \| 2021-2 Incremental Term Loans Facility \| LIBOR
Debt Instrument [Line Items]
Variable interest rate spread			7.50%	6.50%
Revolving Credit Facilities
Debt Instrument [Line Items]
Aggregate principal amount											$ 200,000,000
Commitment fee percentage							0.50%
Remaining borrowing capacity							$ 200,000,000	$ 45,000,000
Revolving Credit Facilities \| Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount												$ 30,000,000
Revolving Credit Facilities \| Incremental Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount									$ 28,000,000
Revolving Credit Facilities \| Incremental No 4 Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount											$ 142,000,000
Revolving Credit Facilities \| Class A Revolving Commitments
Debt Instrument [Line Items]
Aggregate principal amount					30,000,000
Amount outstanding							$ 0	$ 23,200,000
Effective interest rate							10.40%	7.50%
Revolving Credit Facilities \| Class A Revolving Commitments \| Alternate Base Rate
Debt Instrument [Line Items]
Variable interest rate spread							5.50%
Revolving Credit Facilities \| Class A Revolving Commitments \| LIBOR
Debt Instrument [Line Items]
Variable interest rate spread							6.50%
Revolving Credit Facilities \| Class B Revolving Commitments
Debt Instrument [Line Items]
Aggregate principal amount					$ 170,000,000
Amount outstanding							$ 0	$ 131,800,000
Effective interest rate							7.90%	5.00%
Revolving Credit Facilities \| Class B Revolving Commitments \| Alternate Base Rate
Debt Instrument [Line Items]
Variable interest rate spread							3.00%
Revolving Credit Facilities \| Class B Revolving Commitments \| LIBOR
Debt Instrument [Line Items]
Variable interest rate spread							4.00%

Balance Sheet Accounts - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Bonuses and commissions	$ 23,752	$ 18,583
Payroll	10,865	12,824
Marketing costs	6,949	13,065
Interest expense	179	2,994
Other accrued expenses	11,589	5,322
Accrued liabilities	$ 53,334	$ 52,788

Restructuring Costs - Schedule of Changes in Restructuring and Related Charges (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Restructuring Reserve [Roll Forward]
Balance at January 1, 2022	$ 0
Charges incurred	11,208
Cash paid	(9,125)
Balance at December 31, 2022	$ 2,083

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

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:


	Twelve months ended Dec. 31,
(in thousands)	2022		2021		2020
Commission revenue:
Medicare:
Medicare Advantage	$	332,385	$	858,623	$	630,260
Medicare Supplement	758		3,217		7,023
Prescription Drug Plans	3,861		7,813		3,579
Total Medicare	337,004		869,653		640,862
Individual and Family Plan:
Fixed Indemnity	666		4,867		15,966
Short-term	391		1,140		5,710
Major Medical	72		1,979		3,089
Total Individual and Family Plan	1,129		7,986		24,765
Ancillary	3,121		3,491		4,728
Small Group	213		133		785
Total commission revenue	341,467		881,263		671,140
Enterprise revenue:
Partner Marketing and Enrollment Services	133,135		131,344		164,754
Encompass Revenue	107,336		2,173		652
Direct Partner Campaigns	44,766		45,169		31,245
Other	4,971		2,466		9,559
Total enterprise revenue	290,208		181,152		206,210
Net revenues	$	631,675	$	1,062,415	$	877,350

Description of Business and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

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:


	Dec. 31,
(in thousands)	2022		2021
Computer equipment	$	7,872	$	12,339
Leasehold improvements	9,339		3,157
Office equipment and furniture	1,356		1,263
Property and equipment	18,567		16,759
Capitalized software	24,976		17,840
Less: Accumulated depreciation and amortization	(18,261)		(10,326)
Property, equipment and capitalized software, net	$	25,282	$	24,273

Long-Term Debt - Maturities of Long-term Debt (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 5,270
2024	5,270
2025	507,593
2026	0
2027	0
Thereafter	0
Total debt	$ 518,133

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Lease payments	$ 3,900,000	$ 1,300,000	$ 1,400,000
Receivable recorded			3,400,000
Current and former employees
Related Party Transaction [Line Items]
One-time tax distributions			400,000
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	$ 600,000	$ 1,200,000	$ 1,400,000

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Numerator:

Net loss

$ (376,384)

$ (534,194)

$ (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

(227,678)

(344,837)

(52,933)

Net loss attributable to GoHealth, Inc.

(148,706)

(189,357)

(18,802)

Less: Dividends accrued on redeemable convertible preferred stock

943

Net loss attributable to common stockholders

(149,649)

(189,357)

(18,802)

Net loss attributable to common stockholders

$ (149,649)

$ (189,357)

$ (18,802)

Denominator:

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

8,445

7,066

5,612

Effect of dilutive securities (in shares)

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

8,445

7,066

5,612

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

^[1]

$ (17.72)

$ (26.80)

$ (3.35)

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

^[1]

$ (17.72)

$ (26.80)

$ (3.35)

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

Share-Based Compensation Plans - Summary of Profit Units, RSUs and PSUs (Details) - $ / shares		12 Months Ended
	Jun. 07, 2022	Dec. 31, 2022	Dec. 31, 2021
Time-Vesting Units
Number of Units
Unvested units at beginning of period (in shares)		272,000
Granted (in shares)		0
Vested (in shares)		(177,000)
Forfeited (in shares)		(47,000)
Unvested units at end of period (in shares)		48,000	272,000
Weighted Average Grant Date Fair Value
Unvested units at beginning of period (in dollars per share)		$ 22.65
Granted (in dollars per share)		0
Vested (in dollars per share)		21.69
Forfeited (in dollars per share)		22.69
Unvested units at end of period (in dollars per share)		$ 26.15	$ 22.65
RSUs
Number of Units
Unvested units at beginning of period (in shares)		165,000
Granted (in shares)	511,111	1,834,000
Vested (in shares)		(586,000)
Forfeited (in shares)		(316,000)
Unvested units at end of period (in shares)		1,097,000	165,000
Weighted Average Grant Date Fair Value
Unvested units at beginning of period (in dollars per share)		$ 193.78
Granted (in dollars per share)		11.45
Vested (in dollars per share)		27.03
Forfeited (in dollars per share)		45.62
Unvested units at end of period (in dollars per share)		$ 20.71	$ 193.78
PSUs
Number of Units
Unvested units at beginning of period (in shares)		31,000
Granted (in shares)	194,444	211,000	32,579
Vested (in shares)		0
Forfeited (in shares)		(28,000)
Unvested units at end of period (in shares)		214,000	31,000
Weighted Average Grant Date Fair Value
Unvested units at beginning of period (in dollars per share)		$ 332.55
Granted (in dollars per share)	$ 8.25	8.26	$ 332.55
Vested (in dollars per share)		0
Forfeited (in dollars per share)		140.58
Unvested units at end of period (in dollars per share)		$ 38.46	$ 332.55

Operating Segments and Significant Customers - Narrative (Details)	12 Months Ended
	Dec. 31, 2022 segment
Segment Reporting [Abstract]
Number of operating segments	4
Number of reportable segments	4

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

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 17, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Operating lease impairment charges	$ 1,100	$ 25,300	$ 25,345	$ 1,062	$ 0
Impact of five percent increase (decrease) in market rent per square foot on impairment charge			$ 1,000
Norvax \| 2020 Earnout
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability						$ 62,400