0001808220-23-000102 | 10-Q | XBRL Viewer

Intangible Assets, Net

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS, NET

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:


	Sep. 30, 2023
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	286,971	$	209,029
Customer relationships	232,000		93,960		138,040
Total intangible assets subject to amortization	$	728,000	$	380,931	$	347,069
Indefinite-lived trade names					83,000
Total intangible assets					$	430,069


	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

There was no impairment of intangible assets for the three and nine months ended September 30, 2023 and 2022.

As of September 30, 2023, expected amortization expense related to intangible assets for each of the five succeeding years is as follows:


(in thousands)	Developed Technology		Customer Relationships		Total
Remainder of 2023	$	17,715	$	5,800	$	23,515
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	$	209,029	$	138,040	$	347,069

Restructuring Costs - Components of Restructuring Charges (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring and Related Activities [Abstract]
Employee termination benefits related to reduction-in-force		$ 8,722,000		$ 10,797,000
Other associated costs		1,075,000		1,075,000
Total restructuring and other related charges	$ 0	$ 9,797,000	$ 0	$ 11,872,000

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Net revenues	$ 132,037	$ 133,052	$ 457,974	$ 562,299
Commission Revenue
Disaggregation of Revenue [Line Items]
Net revenues			266,393	414,735
Medicare Revenue
Disaggregation of Revenue [Line Items]
Net revenues	131,389	114,884	439,718	480,310
Medicare Revenue \| Agency Revenue
Disaggregation of Revenue [Line Items]
Net revenues	97,879	102,033	333,132	458,159
Medicare Revenue \| Commission Revenue
Disaggregation of Revenue [Line Items]
Net revenues	76,579	82,308	261,513	383,028
Medicare Revenue \| Partner Marketing and Other Revenue
Disaggregation of Revenue [Line Items]
Net revenues	21,300	19,725	71,619	75,131
Medicare Revenue \| Non-Agency Revenue
Disaggregation of Revenue [Line Items]
Net revenues	33,510	12,851	106,586	22,151
Other Revenue
Disaggregation of Revenue [Line Items]
Net revenues	648	18,168	18,256	81,989
Other Revenue \| Non-Encompass BPO Services Revenue
Disaggregation of Revenue [Line Items]
Net revenues	0	17,554	9,322	75,610
Other Revenue \| Other Revenue
Disaggregation of Revenue [Line Items]
Net revenues	$ 648	$ 614	$ 8,934	$ 6,379

Long-Term Debt - Narrative (Details)					3 Months Ended	9 Months Ended
Long-Term Debt - Narrative (Details)	Mar. 15, 2023	Nov. 09, 2022	Aug. 12, 2022 USD ($)	Mar. 14, 2022 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 13, 2019 USD ($)
Term Loan Facilities
Debt Instrument [Line Items]
Debt issuance costs			$ 1,000,000	$ 1,700,000
Effective interest rate						12.90%	11.20%
Periodic payment percentage						0.25%
Prepayment premium					$ 14,000,000
Term Loan Facilities \| Prepayment Percentage One
Debt Instrument [Line Items]
Prepayment as a percentage of principal amount outstanding						0.500
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						0.25
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
Term Loan Facilities \| Prepayment Percentage Three \| Maximum
Debt Instrument [Line Items]
Net debt to leverage ratio						4.00
Term Loan Facilities \| Initial Term Loan Facility
Debt Instrument [Line Items]
Amount outstanding								$ 295,500,000		$ 300,000,000
Term Loan Facilities \| Incremental Term Loan Facility
Debt Instrument [Line Items]
Amount outstanding						$ 110,400,000	$ 113,700,000
Aggregate principal amount									$ 117,000,000
Term Loan Facilities \| Incremental Term Loan Facility \| Alternate Base Rate
Debt Instrument [Line Items]
Variable interest rate spread	6.50%
Term Loan Facilities \| Incremental Term Loan Facility \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Variable interest rate spread	7.50%
Term Loan Facilities \| 2021 Incremental Term Loan Facility
Debt Instrument [Line Items]
Amount outstanding						296,300,000	305,400,000
Aggregate principal amount								310,000,000
Term Loan Facilities \| 2021 Incremental Term Loan Facility \| Alternate Base Rate
Debt Instrument [Line Items]
Variable interest rate spread	6.50%	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)
Debt Instrument [Line Items]
Variable interest rate spread	7.50%
Variable interest rate spread, floor	0.0100
Term Loan Facilities \| 2021 Incremental Term Loan Facility \| Secured Overnight Financing Rate (SOFR), One Month
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
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
Debt Instrument [Line Items]
Variable interest rate spread	0.25%
Term Loan Facilities \| 2021-2 Incremental Term Loan Facility
Debt Instrument [Line Items]
Amount outstanding						$ 96,100,000	99,000,000
Aggregate principal amount								100,000,000
Term Loan Facilities \| 2021-2 Incremental Term Loan Facility \| Alternate Base Rate
Debt Instrument [Line Items]
Variable interest rate spread	6.50%		6.50%	5.50%
Term Loan Facilities \| 2021-2 Incremental Term Loan Facility \| LIBOR
Debt Instrument [Line Items]
Variable interest rate spread			7.50%	6.50%
Term Loan Facilities \| 2021-2 Incremental Term Loan Facility \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Variable interest rate spread	7.50%
Revolving Credit Facilities
Debt Instrument [Line Items]
Aggregate principal amount								200,000,000
Commitment fee percentage						0.50%
Remaining borrowing capacity						$ 200,000,000	200,000,000
Revolving Credit Facilities \| Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal amount										$ 30,000,000
Revolving Credit Facilities \| Incremental Revolving Credit Facilities
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]
Amount outstanding						0	$ 0
Aggregate principal amount						$ 30,000,000
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 \| Secured Overnight Financing Rate (SOFR)
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
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 \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Variable interest rate spread						4.00%

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2023
Equity [Abstract]
Stockholders' Equity	STOCKHOLDERS' EQUITY In connection with the Company’s IPO in July 2020, the Company’s board of directors (the “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 GHH, LLC Agreement require that the Company and GHH, 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 GHH, LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by the Company. Only the Continuing Equity Owners and the permitted transferees of Class B common stock are permitted to hold shares of Class B common stock. Shares of Class B common stock are transferable for shares of Class A common stock only together with an equal number of LLC Interests. Holders of shares of the Company’s Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Each share of Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally. Holders of shares of Class B common stock will vote together with holders of the Company’s Class A common stock as a single class on all matters presented to the Company’s stockholders for their vote or approval, except for certain amendments to the Company’s amended and restated certificate of incorporation or as otherwise required by applicable law or the amended and restated certificate of incorporation. Holders of our Class B common stock are not entitled to participate in any dividends declared by our Board of Directors. Under the terms of the Company’s amended and restated certificate of incorporation, the Company’s Board of Directors is authorized to direct the Company to issue shares of preferred stock in one or more series without stockholder approval. The Company’s Board of Directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The Continuing Equity Owners may, subject to certain exceptions, from time to time at each of their options require GHH, 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. The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentages for the three and nine months ended September 30, 2023 were 57.5% and 58.5%, respectively. The non-controlling interest holders' weighted average ownership percentages for the three and nine months ended September 30, 2022 were 59.8% and 61.7%, respectively. Upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, holders of Class A common stock and Class B common stock will be entitled to receive ratable portions of the Company’s remaining assets available for distribution; provided, that the holders of Class B common stock shall not be entitled to receive more than $0.0001 per share of Class B common stock and upon receiving such amount, shall not be entitled to receive any of the Company’s other assets or funds with respect to such shares of Class B common stock. 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 Anthem Insurance Companies, Inc. 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 September 30, 2023 and December 31, 2022, 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%. Holders of Series A-1 convertible preferred stock are only entitled to dividends if the Company declares such dividends. For the three and nine months ended September 30, 2023, the Company paid in cash $0.9 million and $2.7 million, respectively, of dividends relating to the Series A-1 convertible preferred stock. For the three and nine months ended September 30, 2022, the Company accrued $0.1 million of dividends that were not paid in cash, which were included within temporary equity on the Condensed 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 convertible preferred stock as of the applicable conversion date divided by (b) the conversion price ($9.60 as of September 30, 2023 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 and 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 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 (such ratio being subject to adjustment). Under 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 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 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 GHH, LLC, caused the GHH, 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 GoHealth Holdings, LLC Agreement (“Amendment No. 2”) to effectuate the same. The Company classifies the Series A redeemable convertible preferred stock and Series A-1 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 equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Related Party Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended
Related Party Transactions (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Lease payments	$ 1,500,000	$ 1,500,000	$ 4,500,000	$ 2,400,000
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		$ 6,036.94
Lease expenses incurred	$ 0	$ 0	$ 0	$ 600,000

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTSThe 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 has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as presented below.


Level 1 Inputs						Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 Inputs						Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability.
Level 3 Inputs						Unobservable inputs for the asset or liability.

Fair Value Measurements

The 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 no operating lease impairment charge for the three months ended September 30, 2023 and a $2.7 million operating lease impairment charge for the nine months ended September 30, 2023. The Company recorded operating lease impairment charges of $0.4 million and $25.3 million for the three and nine months ended September 30, 2022, respectively.

The operating lease impairment charges reduce the carrying value of the associated right-of-use (“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.

- 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

Stockholders' Equity - Redeemable Convertible Preferred Stock (Details) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended		9 Months Ended
	Sep. 23, 2022 USD ($) day $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 $ / shares shares	Jul. 31, 2020 $ / shares shares
Class of Stock [Line Items]
Proceeds from sale of Series A redeemable convertible preferred stock \| $				$ 0	$ 50,000
Preferred stock, shares authorized (in shares) \| shares		20,000		20,000		20,000	20,000
Preferred stock, par value (in dollars per share)		$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Payment of preferred stock dividends \| $		$ 900		$ 2,675	0
Convertible preferred stock, dividends \| $			$ 100		100
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%
Impairment of goodwill \| $				$ 0	$ 1,641
Maximum
Class of Stock [Line Items]
Common stock, voting rights, percentage	0.0999
Series A Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued (in shares) \| shares	50
Convertible preferred stock, par value (in dollars per share)	$ 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
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		$ 9.60
Temporary equity, convertible, conversion ratio of cash dividends	1,000
Temporary equity, convertible, conversion ratio of non-cash dividends	1,000
Impairment of goodwill \| $	$ 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 Convertible Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, shares issued (in shares) \| shares		50		50		50
Convertible preferred stock, par value (in dollars per share)		$ 0.0001		$ 0.0001		$ 0.0001
Convertible preferred stock, shares authorized (in shares) \| shares	50	50		50		50
Series A-1 Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares) \| shares		200		200		200
Preferred stock, par value (in dollars per share)		$ 0.0001		$ 0.0001		$ 0.0001
Convertible preferred stock, shares authorized (in shares) \| shares	200
Class A Common Stock
Class of Stock [Line Items]
Convertible preferred stock, conversion ratio	1,000

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Class A Common Stock	Class B Common Stock	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 Other Comprehensive Income (Loss)	Non-Controlling Interest
Beginning balance (in shares) at Dec. 31, 2021				7,699	13,690
Beginning balance at Dec. 31, 2021	$ 892,490			$ 1	$ 1	$ 0	$ 561,477	$ (208,317)	$ (59)	$ 539,387
Beginning balance (in shares) at Dec. 31, 2021						0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(225,647)							(87,307)		(138,340)
Issuance of Class A common shares related to share-based compensation plans (in shares)				614
Issuance of Class A common shares related to share-based compensation plans	337			$ 0			337
Share-based compensation expense	22,776						22,776
Foreign currency translation adjustments	(306)								(112)	(194)
Class A common shares repurchased for employee tax withholdings (in shares)						(12)
Class A common shares repurchased for employee tax withholdings	(345)					$ (345)
Dividends accumulated on Series A redeemable convertible preferred stock	(67)						(67)
Forfeitures of Time-Vesting Units (in shares)					(27)
Forfeitures of Time-Vesting Units	0				$ 0
Redemption of LLC Interests (in shares)				583	(583)
Redemption of LLC Interests	0			$ 0	$ 0		36,559			(36,559)
Ending balance (in shares) at Sep. 30, 2022				8,896	13,080
Ending balance at Sep. 30, 2022	689,238			$ 1	$ 1	$ (345)	621,082	(295,624)	(171)	364,294
Ending balance (in shares) at Sep. 30, 2022						(12)
Beginning balance (in shares) at Jun. 30, 2022				8,797	13,171
Beginning balance at Jun. 30, 2022	758,321			$ 1	$ 1	$ (344)	612,658	(265,619)	(234)	411,858
Beginning balance (in shares) at Jun. 30, 2022						(12)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(74,654)							(30,005)		(44,649)
Issuance of Class A common shares related to share-based compensation plans (in shares)				18
Issuance of Class A common shares related to share-based compensation plans	0			$ 0			0
Share-based compensation expense	5,483						5,483
Foreign currency translation adjustments	156								63	93
Class A common shares repurchased for employee tax withholdings (in shares)						0
Class A common shares repurchased for employee tax withholdings	(1)					$ (1)
Dividends accumulated on Series A redeemable convertible preferred stock	(67)						(67)
Forfeitures of Time-Vesting Units (in shares)					(10)
Forfeitures of Time-Vesting Units	0				$ 0
Redemption of LLC Interests (in shares)				81	(81)
Redemption of LLC Interests	0			$ 0	$ 0		3,008			(3,008)
Ending balance (in shares) at Sep. 30, 2022				8,896	13,080
Ending balance at Sep. 30, 2022	689,238			$ 1	$ 1	$ (345)	621,082	(295,624)	(171)	364,294
Ending balance (in shares) at Sep. 30, 2022						(12)
Beginning balance (in shares) at Dec. 31, 2022		8,950	13,054	8,963	13,054
Beginning balance at Dec. 31, 2022	542,399			$ 1	$ 1	$ (345)	626,269	(357,023)	(144)	273,640
Beginning balance (in shares) at Dec. 31, 2022		(13)				(13)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(148,976)							(62,031)		(86,945)
Issuance of Class A common shares related to share-based compensation plans (in shares)				510
Issuance of Class A common shares related to share-based compensation plans	456			$ 0			456
Share-based compensation expense	15,298						15,298
Foreign currency translation adjustments	189								80	109
Class A common shares repurchased for employee tax withholdings (in shares)						(144)
Class A common shares repurchased for employee tax withholdings	(2,078)					$ (2,078)
Dividends accumulated on Series A redeemable convertible preferred stock	(2,675)						(2,675)
Forfeitures of Time-Vesting Units (in shares)					(3)
Forfeitures of Time-Vesting Units	0				$ 0
Redemption of LLC Interests (in shares)				234	(234)
Redemption of LLC Interests	0			$ 0	$ 0		10,122			(10,122)
Ending balance (in shares) at Sep. 30, 2023		9,550	12,817	9,707	12,817
Ending balance at Sep. 30, 2023	404,613			$ 1	$ 1	$ (2,423)	649,470	(419,054)	(64)	176,682
Ending balance (in shares) at Sep. 30, 2023		(157)				(157)
Beginning balance (in shares) at Jun. 30, 2023				9,499	12,818
Beginning balance at Jun. 30, 2023	460,759			$ 1	$ 1	$ (1,051)	646,232	(395,144)	(125)	210,845
Beginning balance (in shares) at Jun. 30, 2023						(81)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(56,204)							(23,910)		(32,294)
Issuance of Class A common shares related to share-based compensation plans (in shares)				208
Issuance of Class A common shares related to share-based compensation plans	6			$ 0			6
Share-based compensation expense	2,173						2,173
Foreign currency translation adjustments	143								61	82
Class A common shares repurchased for employee tax withholdings (in shares)						(76)
Class A common shares repurchased for employee tax withholdings	(1,372)					$ (1,372)
Dividends accumulated on Series A redeemable convertible preferred stock	(892)						(892)
Forfeitures of Time-Vesting Units (in shares)					(1)
Forfeitures of Time-Vesting Units	0				$ 0
Redemption of LLC Interests (in shares)				0	0
Redemption of LLC Interests	0			$ 0	$ 0		1,951			(1,951)
Ending balance (in shares) at Sep. 30, 2023		9,550	12,817	9,707	12,817
Ending balance at Sep. 30, 2023	$ 404,613			$ 1	$ 1	$ (2,423)	$ 649,470	$ (419,054)	$ (64)	$ 176,682
Ending balance (in shares) at Sep. 30, 2023		(157)				(157)

Commitments and Contingencies (Details) $ in Millions	1 Months Ended
Commitments and Contingencies (Details) $ in Millions	Sep. 30, 2020 claim	Sep. 30, 2023 USD ($)
Loss Contingencies [Line Items]
Loss contingency accrual \| $		$ 12.0
Pending litigation
Loss Contingencies [Line Items]
Number of securities class action complaints filed \| claim	3

Long-Term Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

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


(in thousands)	Sep. 30, 2023		Dec. 31, 2022
Term Loan Facilities	$	502,796	$	518,133

Less: Unamortized debt discount and issuance costs	(5,831)		(8,053)
Total debt	$	496,965	$	510,080
Less: Current portion of long-term debt	—		(5,270)
Total long-term debt	$	496,965	$	504,810

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 and 2021, the Company entered into a series of amendments to the Credit Agreement to provide for, among other items as further described below, (i) $117.0 million of incremental term loans (the “Incremental Term Loan Facility”), (ii) 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, and (iii) a new class of incremental term loans (the “2021-2 Incremental Term Loans”) in an aggregate principal amount equal to $100.0 million.

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”) 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. Amendment No. 10 provided that the Incremental Term Loan, the 2021 Incremental Term Loans, and the 2021-2 Incremental Term Loans from and after the rate set date following the Amendment No. 10 Effective Date, will bear interest at either (i) ABR plus 6.50% per annum or (ii) SOFR plus 7.50% per annum.

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

As of September 30, 2023, the Company had a principal amount of $110.4 million, $296.3 million and $96.1 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, 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. The Term Loan Facilities’ effective interest rates were 12.9% at September 30, 2023 and 11.2% at December 31, 2022.

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.

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. Subject to these terms, the lenders accepted the Company’s offer of prepayment in connection with fiscal year 2022, and as such, the Company paid $14.0 million during the second quarter of 2023. No other mandatory prepayments were required or made during the three and nine months ended September 30, 2023 and 2022.

Principal repayment obligations are reduced by the amount of any prepayment, and as such, the $14.0 million prepayment during the second quarter of 2023 satisfied the Company’s principal repayment obligations through the second quarter of 2025.

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 and 2021, 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”), and $142.0 million of incremental revolving credit (the “Incremental No. 4 Revolving Credit Facility”), respectively, 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.” The Revolving Credit Facilities are separated 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.

Amendment No. 10, as described above, further provided that borrowings under the Class A Revolving Commitments bear interest at either ABR plus 5.50% per annum or SOFR plus 6.50% per annum. Borrowings under the Class B Revolving Commitments bear interest at either ABR plus 3.00% per annum or SOFR 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 both September 30, 2023 and December 31, 2022. The Revolving Credit Facilities have a remaining capacity of $200.0 million in the aggregate as of both September 30, 2023 and December 31, 2022.

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

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. The Credit Agreement contains customary events of default and financial and non-financial covenants. The Company is in compliance with all covenants as of September 30, 2023.

Share-Based Compensation Plans

9 Months Ended

Sep. 30, 2023

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:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2023		2022		2023		2022
Marketing and advertising	$	149	$	556	$	378	$	1,212
Customer care and enrollment	519		738		1,847		1,993
Technology	676		884		2,365		2,493
General and administrative	(1,889)		4,277		11,569		20,170
Total share-based compensation expense	$	(545)	$	6,456	$	16,159	$	25,868

Stock Appreciation Rights

On June 6, 2022, the Founders were each granted two stock appreciation rights ("SARs") under the 2020 Employment Inducement Award Plan. The first SAR commenced on June 6, 2022, and the second SAR commenced on June 21, 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 three-year anniversary of the date of commencement. For the SARs with no future service requirement, the total initial fair value of the awards was recorded as an expense at the time of the grant. The fair value of the awards with a future service requirement was recognized on a straight-line basis over the requisite service period (which service period has now been completed). 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 Condensed Consolidated Balance Sheet. The Company had a share-based compensation liability related to the SARs of $5.8 million and $5.0 million as of September 30, 2023 and December 31, 2022, respectively.

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 performance stock units (“PSUs”). The criteria for the market-based PSUs are 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 per share. 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 three-year 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 per share. The Company recognizes the grant-date fair value of VWAPs as compensation expense on a straight-line basis over the three-year performance period.

On April 10, 2023, the Company granted, to certain of its executives, an aggregate of 100,000 shares of Class A common stock issuable pursuant to PSUs. The criteria for the performance-based PSUs are based on the Company’s compound annual growth rate in Adjusted EBITDA (“Adjusted EBITDA CAGR Percentage”), determined based on the Company’s Adjusted EBITDA for calendar year 2025 compared to the Company’s reported 2022 Adjusted EBITDA. Depending on the Adjusted EBITDA CAGR Percentage achieved, the number of PSUs earned can vary from 0% of the target award to a maximum of 200% of the target award and will vest on the date the Company files its Annual Report on Form 10-K for the fiscal year ending December 31, 2025, subject to the participants’ continued service with the Company through that date. The grant-date fair value of the PSUs was $14.10 per share, which was the Company’s closing stock price on the grant date. The Company will accrue compensation cost on a straight-line basis over the requisite service period for the PSUs that are expected to vest. The Company will reassess the probability of achieving the performance condition at each reporting period and record a cumulative catch-up adjustment for any changes to its assessment, which could be either a reversal or increase in expense.

For the three and nine months ended September 30, 2023, the Company recorded share-based compensation benefit related to PSUs of $1.1 million and expense of $0.4 million, respectively. The share-based compensation benefit for the three months ended September 30, 2023 was driven by a forfeiture related to the departure of an executive officer. For the three and nine months ended September 30, 2022, the Company recorded share-based compensation expense related to PSUs of $0.2 million and $1.2 million, respectively.

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (56,204)	$ (74,654)	$ (148,976)	$ (225,647)
Other comprehensive income (loss):
Foreign currency translation adjustments	143	156	189	(306)
Comprehensive income (loss)	(56,061)	(74,498)	(148,787)	(225,953)
Comprehensive income (loss) attributable to non-controlling interests	(32,212)	(44,556)	(86,836)	(138,534)
Comprehensive income (loss) attributable to GoHealth, Inc.	$ (23,849)	$ (29,942)	$ (61,951)	$ (87,419)

- 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

Restructuring Costs (Tables)

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Components of Restructuring Charges

The components of the restructuring and other related charges for the three and nine months ended September 30, 2022 are as follows:


(in thousands)	Three months ended Sep. 30, 2022		Nine months ended Sep. 30, 2022
Employee termination benefits 1	$	8,722	$	10,797
Other associated costs 2	1,075		1,075
Total restructuring and other related charges	$	9,797	$	11,872

(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 Condensed Consolidated Balance Sheets:


	Nine months ended Sep. 30,
(in thousands)	2023		2022
Beginning balance	$	2,083	$	—
Charges incurred	—		10,896
Cash paid	(1,138)		(6,480)
Ending balance	$	945	$	4,416

Intangible Assets, Net - Summary of Definite-lived and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 728,000	$ 728,000
Accumulated Amortization	380,931	310,389
Net Carrying Amount	347,069	417,611
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Net Carrying Amount	430,069	500,611
Indefinite-lived trade names
Indefinite-lived Intangible Assets [Line Items]
Net Carrying Amount	83,000	83,000
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	496,000	496,000
Accumulated Amortization	286,971	233,829
Net Carrying Amount	209,029	262,171
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	232,000	232,000
Accumulated Amortization	93,960	76,560
Net Carrying Amount	$ 138,040	$ 155,440

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating Activities
Net income (loss)	$ (148,976)	$ (225,647)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Share-based compensation	15,298	22,776
Depreciation and amortization	8,357	9,881
Amortization of intangible assets	70,543	70,543
Amortization of debt discount and issuance costs	2,397	2,163
Operating lease impairment charges	2,687	25,345
Non-cash lease expense	3,080	4,064
Other non-cash items	(636)	(517)
Non-cash restructuring charges	0	976
Changes in assets and liabilities:
Accounts receivable	(7,030)	12,852
Commissions receivable	135,636	85,522
Prepaid expenses and other assets	34,632	29,608
Accounts payable	(9,756)	(30,573)
Accrued liabilities	(6,676)	(20,818)
Deferred revenue	(7,775)	113,645
Commissions payable	(50,451)	(3,153)
Operating lease liabilities	(7,472)	(5,885)
Other liabilities	3,982	11,121
Net cash provided by (used in) operating activities	37,840	101,903
Investing Activities
Purchases of property, equipment and software	(8,087)	(12,096)
Net cash provided by (used in) investing activities	(8,087)	(12,096)
Financing Activities
Repayment of borrowings	(15,336)	(3,953)
Payment of preferred stock dividends	(2,675)	0
Repurchase of shares to satisfy employee tax withholding obligations	(2,078)	0
Proceeds from stock option exercises	70	0
Proceeds from sale of Series A redeemable convertible preferred stock	0	50,000
Issuance cost payments from issuance of Series A redeemable convertible preferred stock	0	(1,641)
Debt issuance cost payments	0	(2,763)
Principal payments under capital lease obligations	0	(103)
Net cash provided by (used in) financing activities	(20,019)	41,540
Effect of exchange rate changes on cash and cash equivalents	189	(305)
Increase (decrease) in cash and cash equivalents	9,923	131,042
Cash and cash equivalents at beginning of period	16,464	84,361
Cash and cash equivalents at end of period	26,387	215,403
Non-cash investing and financing activities:
Purchases of property, equipment and software included in accounts payable	$ 820	$ 100

Revenue

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

REVENUE

Revenue Recognition for Variable Consideration

The Company’s variable consideration includes the total estimated lifetime value (“LTV”) it expects to receive for selling an insurance product after the 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.

On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, which takes into account cash received as compared to the original estimates and reviews and monitors changes in the data used to estimate LTV. 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. For the three and nine months ended September 30, 2023, the Company recorded no revenue adjustments. For the three and nine months ended September 30, 2022, the Company recorded negative revenue adjustments of $3.1 million and $9.3 million, respectively, for changes in estimates relating to performance obligations satisfied in prior periods.

Disaggregation of Revenue

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


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2023		2022		2023		2022
Medicare Revenue
Agency Revenue
Commission Revenue1	$	76,579	$	82,308	$	261,513	$	383,028
Partner Marketing and Other Revenue	21,300		19,725		71,619		75,131
Total Agency Revenue	97,879		102,033		333,132		458,159
Non-Agency Revenue	33,510		12,851		106,586		22,151
Total Medicare Revenue	131,389		114,884		439,718		480,310
Other Revenue
Non-Encompass BPO Services Revenue	—		17,554		9,322		75,610
Other Revenue	648		614		8,934		6,379
Total Other Revenue	648		18,168		18,256		81,989
Total Net Revenue	$	132,037	$	133,052	$	457,974	$	562,299

(1)Commission revenue excludes commissions generated through the Company’s Non-Encompass BPO Services as well as from the sale of individual and family plan insurance products.

Medicare Revenue: The primary services provided by the Company relate to the sale and administration of Medicare insurance products through either the agency model or the non-agency model. The agency model refers to the commission revenue and partner marketing revenue the Company receives when GoHealth agents or the Company’s independent network of outsourced agents enroll the consumer and submit the policy application to the health plan partner, becoming the agent of record. 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, which represents the LTV it expects to receive for selling the product after the health plan partner approves an application. As part of its estimation process, the Company constrains revenue such that the amount of revenue recognized is the amount the Company believes is probable will not result in a significant reversal in the future. The Company records partner marketing services over time based on delivering call volumes or providing marketing services.

Non-agency revenue refers to services provided by the Company that support enrollment and engagement activities in which the Company is not the agent of record. The non-agency model moves away from the agency structure in that cash is collected in advance or in close proximity to the point in time revenue is recognized. Non-agency revenue includes enrollment and engagement services through Encompass Connect and Encompass Engage. Encompass Connect is designed to provide enrollment related services to our participating partners. The Company is compensated for generating and transferring leads to the health plan partners, at which time the health plan partner representative will enroll and submit the application, becoming the agent of record. Revenue is recognized at the point in time the lead is transferred. Encompass Engage includes post-enrollment member outreach and engagement services, including facilitating onboarding experiences customized to members’ plan and health needs. The Company recognizes Encompass Engage revenue over time based on member retention and providing post-enrollment services.

Other Revenue: Other revenue is comprised of Non-Encompass BPO Services, which refers to programs in which GoHealth-employed agents are dedicated to certain health plans and agencies we partner with outside of the Encompass model. These services include commission revenue and partner marketing revenue that is directly attributable to Non-Encompass BPO Services. The remaining revenue relates primarily to revenue generated from the sale of individual and family plan insurance products and ancillary services.

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.

The Company had unbilled receivables for performance-based enrollment fees and non-agency revenue as of September 30, 2023 and December 31, 2022 of $8.0 million and $39.6 million, respectively, which are recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. There are no other contract assets or contract liabilities recorded by the Company.

Deferred revenue includes amounts collected for partner marketing services and non-agency revenue in advance of the Company satisfying its performance obligations for such customers. The decrease in deferred revenue during the nine months ended September 30, 2023 was primarily due to less cash received as of September 30, 2023 compared to December 31, 2022 for marketing, administrative and enrollment fees in advance of performing such services that the Company expects to satisfy within the next twelve months.

For the three months ended September 30, 2023 and 2022, the Company recognized no revenue that was deferred as of December 31, 2022 and December 31, 2021, respectively. For the nine months ended September 30, 2023 the Company recognized $45.3 million of revenue that was deferred as of December 31, 2022, and for the nine months ended September 30, 2022, the Company recognized $0.1 million of revenue that was deferred as of December 31, 2021.

Commissions Receivable

Commissions receivable activity is summarized as follows:


	Nine months ended Sep. 30,
(in thousands)	2023		2022
Beginning balance	$	1,031,433	$	1,262,507
Commission revenue	266,393		414,735
Cash receipts	(402,116)		(500,257)
Allowance for credit loss	43		57
Ending balance	$	895,753	$	1,177,042
Less: Commissions receivable - current	285,922		217,937
Commissions receivable - non-current	$	609,831	$	959,105

The Company’s contracts with health plan partners expose it to credit risk because a financial loss could be incurred if the counterparty does not fulfill its financial obligation. While the Company is exposed to credit losses due to the potential non-performance of its counterparties, the Company considers this risk to be remote. The Company estimates the allowance for credit losses using available information from internal and external sources, related to historical experiences, current conditions and forecasts. Estimates of loss given default are determined by using historical collections data as well as historical information obtained through research and review of other peer companies. The estimated exposure of default is determined by applying these internal and external factors to the commission receivable balances. The Company estimates the maximum credit risk in determining the commissions receivable amount recorded on the balance sheet.

Significant Customers

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


	Three months ended Sep. 30,				Nine months ended Sep. 30,
	2023		2022		2023		2022
Humana	44	%	28	%	41	%	26	%
Elevance Health	20	%	24	%	18	%	24	%
United	20	%	15	%	20	%	17	%
Centene	7	%	17	%	7	%	15	%

Concentration of Credit Risk

The Company does not require collateral or other security in granting credit. As of September 30, 2023, three customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 91%, or $18.6 million, of the combined total. 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.

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 606
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-Topic 606
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Description of Business and Significant Accounting Policies - Narrative (Details)		3 Months Ended		9 Months Ended
	Nov. 10, 2022	Mar. 31, 2023 segment	Dec. 31, 2022 segment	Sep. 30, 2023	May 06, 2020
Class of Stock [Line Items]
Common units to class A common stock, conversion ratio				1
Number of operating segments		1	4
Number of reportable segments		1	4
Class A Common Stock
Class of Stock [Line Items]
Stock split, conversion ratio	0.0667
Class B common stock
Class of Stock [Line Items]
Stock split, conversion ratio	0.0667
GHH, LLC \| Norvax
Class of Stock [Line Items]
Equity method investment ownership percentage				100.00%
GHH, LLC \| Blizzard Midco
Class of Stock [Line Items]
Equity method investment ownership percentage					100.00%
Blizzard Midco \| Norvax
Class of Stock [Line Items]
Equity method investment ownership percentage					100.00%

Intangible Assets, Net - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
Intangible Assets, Net - Narrative (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of intangible assets	$ 0	$ 0	$ 0	$ 0

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 01, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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	222 W Merchandise Mart Plaza
Entity Address, Address Line Two	Suite 1750
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	312
Local Phone Number	386-8200
Title of 12(b) Security	Class A Common Stock,$0.0001 par value per share
Trading Symbol	GOCO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001808220
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		9,554,139
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12,816,979

Description of Business and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	Basis of Presentation and Significant Accounting Policies 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 Condensed Consolidated Financial Statements and reports a non-controlling interest for the economic interest in GHH, LLC held by the Continuing Equity Owners. Substantially concurrently with the consummation of the IPO, the existing limited liability company agreement of GHH, LLC was amended and restated to, among other things, recapitalize its capital structure by creating a single new class of units (the “common units”) and provide for a right of redemption of common units (subject in certain circumstances to time-based vesting requirements and certain other restrictions) in exchange for, at the Company’s election, cash or newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption, the Company will receive a corresponding number of common units, increasing the Company’s total ownership interest in GHH, LLC. 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. GHH, LLC is a holding company with no operating assets or operations and was formed to acquire a 100% equity interest in Norvax. On May 6, 2020, Blizzard Parent, LLC changed its name to “GoHealth Holdings, LLC.” GHH, LLC owns 100% of Blizzard Midco, LLC, which owns 100% of Norvax. For all of the periods reported in these Condensed Consolidated Financial Statements, GHH, LLC has not and does not have any material operations on a standalone basis, and all of the operations of GHH, LLC are carried out by Norvax. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, but do not include all information and footnote disclosures required under GAAP for annual financial statements. The accompanying Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company’s 2022 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 23, 2023. In the opinion of management, the interim Condensed Consolidated Financial Statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented. All intercompany transactions and balances are eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current period presentation. During the first quarter of 2023, the Company reorganized its operating and reportable segments into a single operating and reportable segment. Refer to the “Segment Information” section within this Note below for further information regarding this update. The Company also changed the presentation of its disaggregation of revenue table, which is further described in Note 9. “Revenue” of the Notes to Condensed Consolidated Financial Statements. 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 5. “Stockholders' Equity” of the Notes to Condensed Consolidated Financial Statements for more information. Revenue share on the Condensed Consolidated Statement of Operations, previously referred to as “cost of revenue,” reflects a name change and does not require any financial information to be reclassified from previous periods. There have been no material changes to the Company’s significant accounting policies from those disclosed in the notes to the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2022, which were included in the Company’s 2022 Annual Report on Form 10-K.
Use of Estimates	Use of EstimatesThe preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
Seasonality	Seasonality The Medicare annual enrollment period occurs from October 15th to December 7th. As a result, we experience an increase in the number of Submissions during the fourth quarter and an increase in expense related to Medicare Submissions during the third and fourth quarters. Additionally, as a result of the annual Medicare Advantage open enrollment period that occurs from January 1st to March 31st, Medicare Submissions are typically second highest in our first quarter. The second and third quarters are known as special election periods and are our seasonally smallest quarters. A significant portion of our marketing and advertising expenses is driven by the number of health insurance applications submitted through us. Marketing and advertising expenses are generally higher in the fourth quarter during the Medicare annual enrollment period, but because commissions from approved customers are paid to us over time, our operating cash flows could be adversely impacted by a substantial increase in marketing and advertising expenses as a result of a higher volume of applications submitted during the fourth quarter or positively impacted by a substantial decline in marketing and advertising expenses as a result of lower volume of applications submitted during the fourth quarter.
Segment Information	Segment InformationOperating segments are identified as components of an enterprise about which separate discrete financial information is available and reviewed regularly by the chief operating decision-maker (“CODM”). The Company’s CODM is its chief executive officer who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. During the first quarter of 2023, the Company reorganized its operations from four operating and reportable segments to one operating and reportable segment. The change reflects how the CODM evaluates the Company’s operating and financial performance on a consolidated basis and is consistent with changes made to the Company’s internal reporting structure. Additionally, the single operating segment aligns with the Company’s shift in focus towards Medicare products. All prior period comparative segment information was recast to reflect the current single operating segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In March 2020 the Financial Accounting Standards Board 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, which extended the final sunset date from December 31, 2022 to December 31, 2024. The Company adopted ASC 848 on March 15, 2023 upon entry into Amendment No. 10 to the Company’s Credit Agreement, as further discussed in Note 4, “Long-Term Debt” of these Notes to Condensed Consolidated Financial Statements. The adoption of this standard did not have an impact on the Condensed Consolidated Financial Statements and related disclosures.
Revenue Recognition for Variable Consideration	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. On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, which takes into account cash received as compared to the original estimates and reviews and monitors changes in the data used to estimate LTV. 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.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-17

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-19

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-18

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-20

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//606/tableOfContent

+ Details

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Stockholders' Equity (Details) shares in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
Stockholders' Equity (Details) shares in Thousands	Jul. 31, 2020 vote $ / shares shares	Sep. 30, 2023 $ / shares shares	Sep. 30, 2022	Sep. 30, 2023 $ / shares shares	Sep. 30, 2022	Dec. 31, 2022 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares) \| shares	20,000	20,000		20,000		20,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 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
GHH, LLC
Class of Stock [Line Items]
Weighted-average ownership percentage by non-controlling interest holders		57.50%	59.80%	58.50%	61.70%
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	1,100,000		1,100,000		1,100,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001		$ 0.0001
Number of votes per common share held \| vote	1
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares	690,000	616,021		616,021		616,259
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001		$ 0.0001
Number of votes per common share held \| vote	1

Leases

9 Months Ended

Sep. 30, 2023

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 Condensed Consolidated Statement of Operations:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2023		2022		2023		2022
Finance lease cost1	$	—	$	—	$	—	$	102
Operating lease cost	1,831		2,210		5,879		6,212
Short-term lease cost2	14		117		47		370
Variable lease cost3	604		65		858		202

Sublease income	(396)		(295)		(1,181)		(844)
Total net lease expense	$	2,053	$	2,097	$	5,603	$	6,042

(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 Condensed 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.

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 no operating lease impairment charge for the three months ended September 30, 2023 and a $2.7 million operating lease impairment charge for the nine months ended September 30, 2023. The Company recorded a $0.4 million and $25.3 million operating lease impairment charge for the three and nine months ended September 30, 2022, respectively. Refer to Note 2. “Fair Value Measurements” for further details.

As of September 30, 2023, future minimum lease payments for operating leases consisted of the following:


(in thousands)	Operating Leases
Remainder of 2023	$	2,318
2024	9,717
2025	8,835
2026	7,751
2027	7,997
Thereafter	27,451
Total lease payments	$	64,069
Less: Imputed interest	(17,465)
Present value of lease liabilities	$	46,604

Supplemental cash flow information related to leases are as follows:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2023		2022		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3,075	$	3,816	$	10,123	$	7,703


Operating lease assets obtained in exchange for new lease obligations:
Operating lease assets obtained in exchange for new lease obligations(1)	6,735		$	—	6,735		$	26,405
Reduction in operating lease ROU assets and lease liabilities due to reassessment of lease terms	$	—	$	—	$	—	$	4,155

(1)The Company entered into a lease agreement for its corporate headquarters in Chicago, which commenced on July 5, 2023. The Company entered into a lease agreement with Wilson Tech 5, LLC for office space in Utah, which commenced on June 8, 2022.

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


	Sep. 30,
	2023		2022
Weighted average remaining lease term:	7.2 years		7.6 years


Weighted average discount rate:	8.9	%	8.0	%

Leases

LEASES

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


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2023		2022		2023		2022
Finance lease cost1	$	—	$	—	$	—	$	102
Operating lease cost	1,831		2,210		5,879		6,212
Short-term lease cost2	14		117		47		370
Variable lease cost3	604		65		858		202

Sublease income	(396)		(295)		(1,181)		(844)
Total net lease expense	$	2,053	$	2,097	$	5,603	$	6,042

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

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 no operating lease impairment charge for the three months ended September 30, 2023 and a $2.7 million operating lease impairment charge for the nine months ended September 30, 2023. The Company recorded a $0.4 million and $25.3 million operating lease impairment charge for the three and nine months ended September 30, 2022, respectively. Refer to Note 2. “Fair Value Measurements” for further details.

As of September 30, 2023, future minimum lease payments for operating leases consisted of the following:


(in thousands)	Operating Leases
Remainder of 2023	$	2,318
2024	9,717
2025	8,835
2026	7,751
2027	7,997
Thereafter	27,451
Total lease payments	$	64,069
Less: Imputed interest	(17,465)
Present value of lease liabilities	$	46,604

Supplemental cash flow information related to leases are as follows:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2023		2022		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3,075	$	3,816	$	10,123	$	7,703


Operating lease assets obtained in exchange for new lease obligations:
Operating lease assets obtained in exchange for new lease obligations(1)	6,735		$	—	6,735		$	26,405
Reduction in operating lease ROU assets and lease liabilities due to reassessment of lease terms	$	—	$	—	$	—	$	4,155

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


	Sep. 30,
	2023		2022
Weighted average remaining lease term:	7.2 years		7.6 years


Weighted average discount rate:	8.9	%	8.0	%

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	RELATED PARTY TRANSACTIONSThe 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 offices in Lindon, Utah. The Company pays rent, operating expenses, maintenance and utilities under the terms of the leases. For the three and nine months ended September 30, 2023 the Company made aggregate lease payments of $1.5 million and $4.5 million, respectively. For the three and nine months ended September 30, 2022 the Company made aggregate lease payments of $1.5 million and $2.4 million, respectively. 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 three and nine months ended September 30, 2023 the Company recorded no expense under the lease. For the three months ended September 30, 2022 the Company recorded no expense under the lease. For the nine months ended September 30, 2022 the Company recorded expense of $0.6 million under the lease.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Operating lease impairment charges	$ 0	$ 350	$ 2,687	$ 25,345

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Summary of Long-Term Debt

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


(in thousands)	Sep. 30, 2023		Dec. 31, 2022
Term Loan Facilities	$	502,796	$	518,133

Less: Unamortized debt discount and issuance costs	(5,831)		(8,053)
Total debt	$	496,965	$	510,080
Less: Current portion of long-term debt	—		(5,270)
Total long-term debt	$	496,965	$	504,810

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Share-Based Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2023

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:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2023		2022		2023		2022
Marketing and advertising	$	149	$	556	$	378	$	1,212
Customer care and enrollment	519		738		1,847		1,993
Technology	676		884		2,365		2,493
General and administrative	(1,889)		4,277		11,569		20,170
Total share-based compensation expense	$	(545)	$	6,456	$	16,159	$	25,868

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
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 single domestic 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 Condensed Consolidated Financial Statements. The Company’s effective tax rate for the three and nine months ended September 30, 2023 was 0.19% and 0.15%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2022 was 0.00% and (0.21)%, respectively. The effective tax rate for each period is lower than the statutory tax rate primarily due to the effect of loss entities for which the Company excludes from its effective tax rate calculation and loss attributable to non-controlling interests. Tax Receivable Agreement In connection with the IPO, the Company entered into a 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). 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 and September 30, 2023, the liability related to the Tax Receivable Agreement was $0.6 million. Should the Company determine that changes to amounts currently recorded arising from the Tax Receivable Agreement are considered probable at a future date based on new information, such additional amounts will be recorded within income from continuing operations 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
-Topic 946
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+ Details

Description of Business and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
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, 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 (the “IPO”) 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"). Following the IPO and 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 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 Condensed Consolidated Financial Statements and reports a non-controlling interest for the economic interest in GHH, LLC held by the Continuing Equity Owners. Substantially concurrently with the consummation of the IPO, the existing limited liability company agreement of GHH, LLC was amended and restated to, among other things, recapitalize its capital structure by creating a single new class of units (the “common units”) and provide for a right of redemption of common units (subject in certain circumstances to time-based vesting requirements and certain other restrictions) in exchange for, at the Company’s election, cash or newly-issued shares of Class A common stock on a one-for-one basis. In connection with any redemption, the Company will receive a corresponding number of common units, increasing the Company’s total ownership interest in GHH, LLC. 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. GHH, LLC is a holding company with no operating assets or operations and was formed to acquire a 100% equity interest in Norvax. On May 6, 2020, Blizzard Parent, LLC changed its name to “GoHealth Holdings, LLC.” GHH, LLC owns 100% of Blizzard Midco, LLC, which owns 100% of Norvax. For all of the periods reported in these Condensed Consolidated Financial Statements, GHH, LLC has not and does not have any material operations on a standalone basis, and all of the operations of GHH, LLC are carried out by Norvax. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, but do not include all information and footnote disclosures required under GAAP for annual financial statements. The accompanying Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company’s 2022 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 23, 2023. In the opinion of management, the interim Condensed Consolidated Financial Statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented. All intercompany transactions and balances are eliminated in consolidation. Certain prior period amounts have been reclassified to conform with the current period presentation. During the first quarter of 2023, the Company reorganized its operating and reportable segments into a single operating and reportable segment. Refer to the “Segment Information” section within this Note below for further information regarding this update. The Company also changed the presentation of its disaggregation of revenue table, which is further described in Note 9. “Revenue” of the Notes to Condensed Consolidated Financial Statements. 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 5. “Stockholders' Equity” of the Notes to Condensed Consolidated Financial Statements for more information. Revenue share on the Condensed Consolidated Statement of Operations, previously referred to as “cost of revenue,” reflects a name change and does not require any financial information to be reclassified from previous periods. There have been no material changes to the Company’s significant accounting policies from those disclosed in the notes to the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2022, which were included in the Company’s 2022 Annual Report on Form 10-K. Use of Estimates The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Seasonality The Medicare annual enrollment period occurs from October 15th to December 7th. As a result, we experience an increase in the number of Submissions during the fourth quarter and an increase in expense related to Medicare Submissions during the third and fourth quarters. Additionally, as a result of the annual Medicare Advantage open enrollment period that occurs from January 1st to March 31st, Medicare Submissions are typically second highest in our first quarter. The second and third quarters are known as special election periods and are our seasonally smallest quarters. A significant portion of our marketing and advertising expenses is driven by the number of health insurance applications submitted through us. Marketing and advertising expenses are generally higher in the fourth quarter during the Medicare annual enrollment period, but because commissions from approved customers are paid to us over time, our operating cash flows could be adversely impacted by a substantial increase in marketing and advertising expenses as a result of a higher volume of applications submitted during the fourth quarter or positively impacted by a substantial decline in marketing and advertising expenses as a result of lower volume of applications submitted during the fourth quarter. Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available and reviewed regularly by the chief operating decision-maker (“CODM”). The Company’s CODM is its chief executive officer who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. During the first quarter of 2023, the Company reorganized its operations from four operating and reportable segments to one operating and reportable segment. The change reflects how the CODM evaluates the Company’s operating and financial performance on a consolidated basis and is consistent with changes made to the Company’s internal reporting structure. Additionally, the single operating segment aligns with the Company’s shift in focus towards Medicare products. All prior period comparative segment information was recast to reflect the current single operating segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. Recent Accounting Pronouncements In March 2020 the Financial Accounting Standards Board 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, which extended the final sunset date from December 31, 2022 to December 31, 2024. The Company adopted ASC 848 on March 15, 2023 upon entry into Amendment No. 10 to the Company’s Credit Agreement, as further discussed in Note 4, “Long-Term Debt” of these Notes to Condensed Consolidated Financial Statements. The adoption of this standard did not have an impact on the Condensed Consolidated Financial Statements and related disclosures.

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease impairment charges	$ 0	$ 350	$ 2,687	$ 25,345

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	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net income (loss)	$ (56,204)	$ (74,654)	$ (148,976)	$ (225,647)
Less: Net loss attributable to non-controlling interests	(32,294)	(44,649)	(86,945)	(138,340)
Net income (loss) attributable to GoHealth, Inc.	(23,910)	(30,005)	(62,031)	(87,307)
Less: Dividends accumulated on redeemable convertible preferred stock	892	67	2,675	67
Net loss attributable to common stockholders, basic	(24,802)	(30,072)	(64,706)	(87,374)
Net loss attributable to common stockholders, diluted	$ (24,802)	$ (30,072)	$ (64,706)	$ (87,374)
Denominator:
Weighted-average shares of Class A common stock outstanding — basic (in shares)	9,489	8,825	9,194	8,293
Effect of dilutive securities (in shares)	0	0	0	0
Weighted-average shares of Class A common stock outstanding—diluted	9,489	8,825	9,194	8,293
Net loss per share of Class A common stock — basic (in dollars per share)	$ (2.61)	$ (3.41)	$ (7.04)	$ (10.54)
Net loss per share of Class A common stock — diluted (in dollars per share)	$ (2.61)	$ (3.41)	$ (7.04)	$ (10.54)

Stockholders' Equity - Reverse Stock Split (Details)	Nov. 10, 2022
Class A Common Stock
Class of Stock [Line Items]
Stock split, conversion ratio	0.0667
Class B common stock
Class of Stock [Line Items]
Stock split, conversion ratio	0.0667

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
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-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Topic 505
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-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Topic 505
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-Topic 505
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-Topic 505
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-Topic 505
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-Topic 210
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-Section S99
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-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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+ Details

Revenue - Summary of Commissions Receivable Activity (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Contract with Customer, Asset [Roll Forward]
Commission revenue	$ 132,037	$ 133,052	$ 457,974	$ 562,299
Less: Commissions receivable - current	285,922		285,922		$ 335,796
Commissions receivable - non-current	609,831		609,831		$ 695,637
Commission Revenue
Contract with Customer, Asset [Roll Forward]
Beginning balance			1,031,433	1,262,507
Commission revenue			266,393	414,735
Cash receipts			(402,116)	(500,257)
Allowance for credit loss			43	57
Ending balance	895,753	1,177,042	895,753	1,177,042
Less: Commissions receivable - current	285,922	217,937	285,922	217,937
Commissions receivable - non-current	$ 609,831	$ 959,105	$ 609,831	$ 959,105

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
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-Section 50
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Revenue - Significant Customers (Details) - Revenue - Customer concentration risk	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Humana
Concentration Risk [Line Items]
Revenue percent	44.00%	28.00%	41.00%	26.00%
Elevance Health
Concentration Risk [Line Items]
Revenue percent	20.00%	24.00%	18.00%	24.00%
United
Concentration Risk [Line Items]
Revenue percent	20.00%	15.00%	20.00%	17.00%
Centene
Concentration Risk [Line Items]
Revenue percent	7.00%	17.00%	7.00%	15.00%

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net revenues	$ 132,037,000	$ 133,052,000	$ 457,974,000	$ 562,299,000
Operating expenses:
Revenue share	35,992,000	48,044,000	117,876,000	167,041,000
Marketing and advertising	39,416,000	22,661,000	124,428,000	151,408,000
Customer care and enrollment	46,472,000	51,153,000	134,035,000	196,150,000
Technology	11,652,000	11,061,000	31,706,000	34,569,000
General and administrative	12,967,000	25,611,000	73,440,000	90,859,000
Amortization of intangible assets	23,514,000	23,514,000	70,543,000	70,543,000
Operating lease impairment charges	0	350,000	2,687,000	25,345,000
Restructuring and other related charges	0	9,797,000	0	11,872,000
Total operating expenses	170,013,000	192,191,000	554,715,000	747,787,000
Income (loss) from operations	(37,976,000)	(59,139,000)	(96,741,000)	(185,488,000)
Interest expense	17,565,000	15,630,000	51,721,000	39,752,000
Other (income) expense, net	771,000	(115,000)	739,000	(65,000)
Income (loss) before income taxes	(56,312,000)	(74,654,000)	(149,201,000)	(225,175,000)
Income tax (benefit) expense	(108,000)	0	(225,000)	472,000
Net income (loss)	(56,204,000)	(74,654,000)	(148,976,000)	(225,647,000)
Net income (loss) attributable to non-controlling interests	(32,294,000)	(44,649,000)	(86,945,000)	(138,340,000)
Net income (loss) attributable to GoHealth, Inc.	$ (23,910,000)	$ (30,005,000)	$ (62,031,000)	$ (87,307,000)
Net loss per share (Note 7):
Net loss per share of Class A common stock — basic (in dollars per share)	$ (2.61)	$ (3.41)	$ (7.04)	$ (10.54)
Net loss per share of Class A common stock — diluted (in dollars per share)	$ (2.61)	$ (3.41)	$ (7.04)	$ (10.54)
Weighted-average shares of Class A common stock outstanding — basic (in shares)	9,489	8,825	9,194	8,293
Weighted-average shares of Class A common stock outstanding — diluted (in shares)	9,489	8,825	9,194	8,293

Share-Based Compensation Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 10, 2023	Jun. 07, 2022	Jun. 06, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation (benefit) expense				$ (545)	$ 6,456	$ 16,159	$ 25,868
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%
SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recorded liability related to SARs				5,800		$ 5,800			$ 5,000
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, Commencing June 21, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recorded liability related to SARs			$ 1,500
Minimum \| Volume Weighted Average Price, Scenario One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volume weighted average price (in dollars per share)		$ 30.00
Minimum \| Volume Weighted Average Price, Scenario Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volume weighted average price (in dollars per share)		45.00
Minimum \| Volume Weighted Average Price, Scenario Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volume weighted average price (in dollars per share)		60.00
Minimum \| Volume Weighted Average Price, Scenario Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volume weighted average price (in dollars per share)		90.00
Maximum \| Volume Weighted Average Price, Scenario One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volume weighted average price (in dollars per share)		45.00
Maximum \| Volume Weighted Average Price, Scenario Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volume weighted average price (in dollars per share)		60.00
Maximum \| Volume Weighted Average Price, Scenario Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volume weighted average price (in dollars per share)		$ 90.00
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)	100,000	194,444						32,579
Performance period		3 years				3 years
Risk free interest rate		2.90%				0.20%
Grant date fair value (in dollars per share)	$ 14.10	$ 8.25						$ 332.55
Annualized volatility		94.00%				72.00%
Share-based compensation (benefit) expense				$ (1,100)	$ 200	$ 400	$ 1,200
PSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target award	0.00%					0.00%
PSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of target award	200.00%					200.00%
SARs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period			3 years

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (23,910)	$ (30,005)	$ (62,031)	$ (87,307)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Allowance for doubtful accounts	$ 139	$ 89
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000	20,000
Preferred stock, shares issued (in shares)	50	50
Preferred stock, shares outstanding (in shares)	50	50
Series A Convertible Preferred Stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized (in shares)	50	50
Convertible preferred stock, shares issued (in shares)	50	50
Convertible preferred stock, shares outstanding (in shares)	50	50
Convertible preferred stock, liquidation preference	$ 50,900	$ 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	1,100,000
Common stock, shares issued (in shares)	9,707	8,963
Common stock, shares outstanding (in shares)	9,550	8,950
Treasury stock, at cost (in shares)	157	13
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	616,021	616,259
Common stock, shares issued (in shares)	12,817	13,054
Common stock, shares outstanding (in shares)	12,817	13,054
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	200
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

Restructuring Costs

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring Costs

RESTRUCTURING COSTS

During 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.

During the three and nine months ended September 30, 2023 the Company incurred no restructuring and other related charges. The components of the restructuring and other related charges for the three and nine months ended September 30, 2022 are as follows:


(in thousands)	Three months ended Sep. 30, 2022		Nine months ended Sep. 30, 2022
Employee termination benefits 1	$	8,722	$	10,797
Other associated costs 2	1,075		1,075
Total restructuring and other related charges	$	9,797	$	11,872

(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.


	Nine months ended Sep. 30,
(in thousands)	2023		2022
Beginning balance	$	2,083	$	—
Charges incurred	—		10,896
Cash paid	(1,138)		(6,480)
Ending balance	$	945	$	4,416

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Finance lease cost	$ 0	$ 0	$ 0	$ 102
Operating lease cost	1,831	2,210	5,879	6,212
Short-term lease cost	14	117	47	370
Variable lease cost	604	65	858	202
Sublease income	(396)	(295)	(1,181)	(844)
Total net lease expense	$ 2,053	$ 2,097	$ 5,603	$ 6,042

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Leases (Tables)

9 Months Ended

Sep. 30, 2023

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 Condensed Consolidated Statement of Operations:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2023		2022		2023		2022
Finance lease cost1	$	—	$	—	$	—	$	102
Operating lease cost	1,831		2,210		5,879		6,212
Short-term lease cost2	14		117		47		370
Variable lease cost3	604		65		858		202

Sublease income	(396)		(295)		(1,181)		(844)
Total net lease expense	$	2,053	$	2,097	$	5,603	$	6,042

(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:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2023		2022		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3,075	$	3,816	$	10,123	$	7,703


Operating lease assets obtained in exchange for new lease obligations:
Operating lease assets obtained in exchange for new lease obligations(1)	6,735		$	—	6,735		$	26,405
Reduction in operating lease ROU assets and lease liabilities due to reassessment of lease terms	$	—	$	—	$	—	$	4,155

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


	Sep. 30,
	2023		2022
Weighted average remaining lease term:	7.2 years		7.6 years


Weighted average discount rate:	8.9	%	8.0	%

Schedule of Future Minimum Payments for Finance Leases

As of September 30, 2023, future minimum lease payments for operating leases consisted of the following:


(in thousands)	Operating Leases
Remainder of 2023	$	2,318
2024	9,717
2025	8,835
2026	7,751
2027	7,997
Thereafter	27,451
Total lease payments	$	64,069
Less: Imputed interest	(17,465)
Present value of lease liabilities	$	46,604

Schedule of Future Minimum Payments for Operating Leases

As of September 30, 2023, future minimum lease payments for operating leases consisted of the following:


(in thousands)	Operating Leases
Remainder of 2023	$	2,318
2024	9,717
2025	8,835
2026	7,751
2027	7,997
Thereafter	27,451
Total lease payments	$	64,069
Less: Imputed interest	(17,465)
Present value of lease liabilities	$	46,604

Restructuring Costs - Schedule of Changes in Restructuring and Related Charges (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Restructuring Reserve [Roll Forward]
Beginning balance	$ 2,083	$ 0
Charges incurred	0	10,896
Cash paid	(1,138)	(6,480)
Ending balance	$ 945	$ 4,416

Restructuring Costs - Narrative (Details)		3 Months Ended		9 Months Ended
Restructuring Costs - Narrative (Details)	Aug. 09, 2022 position	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Restructuring and Related Activities [Abstract]
Number of positions eliminated \| position	828
Percentage of workforce eliminated	23.70%
Restructuring and other related charges \| $		$ 0	$ 9,797,000	$ 0	$ 11,872,000

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2023
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. We are contesting the Securities Class Action and the Derivative Action, but may pursue settlement negotiations in one or both cases, as we deem appropriate. Although outcomes of these cases are uncertain until final disposition, the Company establishes an accrual for such matter when a loss is deemed to be probable and reasonably estimable. To date, the Company has recorded a $12.0 million accrual for the Securities Class Action and the Derivative Action. The amount of the accrual is an estimate based on the Company’s understanding of the action, the specifics of the case and management’s best estimate of the potential loss to be incurred at this time. This estimate will be adjusted from time to time to reflect any changes in circumstances. It is possible that actual future losses related to the Securities Class Action and the Derivative Action will exceed the current accrual level.

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2023

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:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands, except per share amounts)	2023		2022		2023		2022
Numerator:
Net loss	$	(56,204)	$	(74,654)	$	(148,976)	$	(225,647)

Less: Net loss attributable to non-controlling interests	(32,294)		(44,649)		(86,945)		(138,340)
Net loss attributable to GoHealth, Inc.	(23,910)		(30,005)		(62,031)		(87,307)
Less: Dividends accumulated on redeemable convertible preferred stock	892		67		2,675		67
Net loss attributable to common stockholders	(24,802)		(30,072)		(64,706)		(87,374)
Denominator:
Weighted-average shares of Class A common stock outstanding—basic	9,489		8,825		9,194		8,293
Effect of dilutive securities	—		—		—		—
Weighted-average shares of Class A common stock outstanding—diluted	9,489		8,825		9,194		8,293
Net loss per share of Class A common stock—basic and diluted	$	(2.61)	$	(3.41)	$	(7.04)	$	(10.54)

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:


	Sep. 30,
(in thousands)	2023	2022
Class A common stock issuable pursuant to equity awards	2,125	1,688
Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock	3,873	5,208
Class B common stock	12,817	13,079

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jul. 17, 2020
Income Tax Disclosure [Abstract]
Effective tax rate	0.19%	0.00%	0.15%	(0.21%)
Tax Receivable Agreement, payment, percent of amount of tax benefits realized or deemed to realize						85.00%
Tax Receivable Agreement, liability	$ 0.6		$ 0.6		$ 0.6

Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue

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


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2023		2022		2023		2022
Medicare Revenue
Agency Revenue
Commission Revenue1	$	76,579	$	82,308	$	261,513	$	383,028
Partner Marketing and Other Revenue	21,300		19,725		71,619		75,131
Total Agency Revenue	97,879		102,033		333,132		458,159
Non-Agency Revenue	33,510		12,851		106,586		22,151
Total Medicare Revenue	131,389		114,884		439,718		480,310
Other Revenue
Non-Encompass BPO Services Revenue	—		17,554		9,322		75,610
Other Revenue	648		614		8,934		6,379
Total Other Revenue	648		18,168		18,256		81,989
Total Net Revenue	$	132,037	$	133,052	$	457,974	$	562,299

(1)Commission revenue excludes commissions generated through the Company’s Non-Encompass BPO Services as well as from the sale of individual and family plan insurance products.

Summary of Commissions Receivable Activity

Commissions receivable activity is summarized as follows:


	Nine months ended Sep. 30,
(in thousands)	2023		2022
Beginning balance	$	1,031,433	$	1,262,507
Commission revenue	266,393		414,735
Cash receipts	(402,116)		(500,257)
Allowance for credit loss	43		57
Ending balance	$	895,753	$	1,177,042
Less: Commissions receivable - current	285,922		217,937
Commissions receivable - non-current	$	609,831	$	959,105

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:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
	2023		2022		2023		2022
Humana	44	%	28	%	41	%	26	%
Elevance Health	20	%	24	%	18	%	24	%
United	20	%	15	%	20	%	17	%
Centene	7	%	17	%	7	%	15	%

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 3,075	$ 3,816	$ 10,123	$ 7,703
Operating lease assets obtained in exchange for new lease obligations:
Operating lease assets obtained in exchange for new operating lease obligations	6,735	0	6,735	26,405
Reduction in operating lease liability due to reassessment of lease terms	0	0	0	4,155
Reduction in operating lease right-of-use asset due to reassessment of lease terms	$ 0	$ 0	$ 0	$ 4,155

Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Less: Unamortized debt discount and issuance costs	$ (5,831)	$ (8,053)
Total debt	496,965	510,080
Less: Current portion of long-term debt	0	(5,270)
Total long-term debt	496,965	504,810
Term Loan Facilities
Debt Instrument [Line Items]
Long-term debt gross	$ 502,796	$ 518,133

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

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

+ References + Details

Leases - Weighted Average Remaining Lease Term and Discount Rate (Details)	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Weighted average remaining lease term:	7 years 2 months 12 days	7 years 7 months 6 days
Weighted average discount rate:	8.90%	8.00%

Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
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)	2,125	1,688
Series A-1 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)	3,873	5,208
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)	12,817	13,079

Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Definite-lived Amortizable Intangible Assets


	Sep. 30, 2023
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	286,971	$	209,029
Customer relationships	232,000		93,960		138,040
Total intangible assets subject to amortization	$	728,000	$	380,931	$	347,069
Indefinite-lived trade names					83,000
Total intangible assets					$	430,069


	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

Schedule of Indefinite-lived Intangible Trade Names


	Sep. 30, 2023
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	286,971	$	209,029
Customer relationships	232,000		93,960		138,040
Total intangible assets subject to amortization	$	728,000	$	380,931	$	347,069
Indefinite-lived trade names					83,000
Total intangible assets					$	430,069


	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

Schedule of Expected Amortization Expense Related to Intangible Assets

As of September 30, 2023, expected amortization expense related to intangible assets for each of the five succeeding years is as follows:


(in thousands)	Developed Technology		Customer Relationships		Total
Remainder of 2023	$	17,715	$	5,800	$	23,515
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	$	209,029	$	138,040	$	347,069

Revenue - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Revenue - Narrative (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Negative revenue adjustments relating to performance obligations satisfied in prior periods	$ 0	$ 3,100,000	$ 0	$ 9,300,000
Revenue recognized that was previously deferred	0	$ 0	$ 45,300,000	$ 100,000
Three customers \| Accounts receivable and unbilled receivables \| Customer concentration risk
Disaggregation of Revenue [Line Items]
Revenue percent			91.00%		85.00%
Accounts receivable and unbilled receivables	18,600,000		$ 18,600,000		$ 37,600,000
Prepaid expenses and other current assets
Disaggregation of Revenue [Line Items]
Unbilled receivables for performance-based enrollment fees	$ 8,000,000		$ 8,000,000		$ 39,600,000

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 26,387	$ 16,464
Accounts receivable, net of allowance for doubtful accounts of $139 in 2023 and $89 in 2022	12,412	4,703
Commissions receivable - current	285,922	335,796
Prepaid expense and other current assets	21,599	57,593
Total current assets	346,320	414,556
Commissions receivable - non-current	609,831	695,637
Operating lease ROU asset	22,932	21,483
Other long-term assets	2,907	1,721
Property, equipment, and capitalized software, net	25,350	25,282
Intangible assets, net	430,069	500,611
Total assets	1,437,409	1,659,290
Current liabilities:
Accounts payable	6,213	15,148
Accrued liabilities	46,657	53,334
Commissions payable - current	103,640	122,023
Short-term operating lease liability	5,785	8,974
Deferred revenue	42,819	50,594
Current portion of long-term debt	0	5,270
Other current liabilities	12,661	10,112
Total current liabilities	217,775	265,455
Non-current liabilities:
Commissions payable - non-current	221,051	253,118
Long-term operating lease liability	40,819	38,367
Long-term debt, net of current portion	496,965	504,810
Other non-current liabilities	6,884	5,839
Total non-current liabilities	765,719	802,134
Commitments and Contingencies (Note 11)
Stockholders’ equity:
Preferred stock	0	0
Additional paid-in capital	649,470	626,269
Accumulated other comprehensive income (loss)	(64)	(144)
Accumulated deficit	(419,054)	(357,023)
Total stockholders’ equity attributable to GoHealth, Inc.	227,931	268,759
Non-controlling interests	176,682	273,640
Total stockholders’ equity	404,613	542,399
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	1,437,409	1,659,290
Series A Convertible Preferred Stock
Non-current liabilities:
Series A redeemable convertible preferred stock — $0.0001 par value; 50 shares authorized; 50 shares issued and outstanding at both September 30, 2023 and December 31, 2022. Liquidation preference of $50.9 million at September 30, 2023 and December 31, 2022.	49,302	49,302
Class A Common Stock
Stockholders’ equity:
Common stock	1	1
Treasury stock – at cost; 157 and 13 shares of Class A common stock at September 30, 2023 and December 31, 2022, respectively.	(2,423)	(345)
Class B Common Stock
Stockholders’ equity:
Common stock	1	1
Series A-1 Convertible Preferred Stock
Stockholders’ equity:
Preferred stock	$ 0	$ 0

Share-Based Compensation Plans - Summary of Share-Based Compensation Expenses by Operating Function (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ (545)	$ 6,456	$ 16,159	$ 25,868
Marketing and advertising
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	149	556	378	1,212
Customer care and enrollment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	519	738	1,847	1,993
Technology
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	676	884	2,365	2,493
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ (1,889)	$ 4,277	$ 11,569	$ 20,170

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
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-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss Per Share

9 Months Ended

Sep. 30, 2023

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 is computed giving effect to all potentially dilutive shares. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive.

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:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands, except per share amounts)	2023		2022		2023		2022
Numerator:
Net loss	$	(56,204)	$	(74,654)	$	(148,976)	$	(225,647)

Less: Net loss attributable to non-controlling interests	(32,294)		(44,649)		(86,945)		(138,340)
Net loss attributable to GoHealth, Inc.	(23,910)		(30,005)		(62,031)		(87,307)
Less: Dividends accumulated on redeemable convertible preferred stock	892		67		2,675		67
Net loss attributable to common stockholders	(24,802)		(30,072)		(64,706)		(87,374)
Denominator:
Weighted-average shares of Class A common stock outstanding—basic	9,489		8,825		9,194		8,293
Effect of dilutive securities	—		—		—		—
Weighted-average shares of Class A common stock outstanding—diluted	9,489		8,825		9,194		8,293
Net loss per share of Class A common stock—basic and diluted	$	(2.61)	$	(3.41)	$	(7.04)	$	(10.54)

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:


	Sep. 30,
(in thousands)	2023	2022
Class A common stock issuable pursuant to equity awards	2,125	1,688
Class A common stock issuable pursuant to conversion of redeemable convertible preferred stock	3,873	5,208
Class B common stock	12,817	13,079

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.

Intangible Assets, Net - Summary of Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Remainder of 2023	$ 23,515
2024	94,057
2025	94,057
2026	72,800
2027	23,200
Thereafter	39,440
Net Carrying Amount	347,069	$ 417,611
Developed technology
Finite-Lived Intangible Assets [Line Items]
Remainder of 2023	17,715
2024	70,857
2025	70,857
2026	49,600
2027	0
Thereafter	0
Net Carrying Amount	209,029	262,171
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Remainder of 2023	5,800
2024	23,200
2025	23,200
2026	23,200
2027	23,200
Thereafter	39,440
Net Carrying Amount	$ 138,040	$ 155,440

Leases - Minimum Future Payments for Finance and Operating Leases (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Operating Leases
Remainder of 2023	$ 2,318
2024	9,717
2025	8,835
2026	7,751
2027	7,997
Thereafter	27,451
Total lease payments	64,069
Less: Imputed interest	(17,465)
Present value of lease liabilities	$ 46,604