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United States securities and exchange commission logo
June 13, 2024
Katherine O'Halloran
Interim Chief Financial Officer
GoHealth, Inc.
222 W Merchandise Mart Plaza, Suite 1750
Chicago, IL 60654
Re: GoHealth, Inc.
Form 10-K for the
Year Ended December 31, 2023
Form 8-K furnished
May 9, 2024
File No. 001-39390
Dear Katherine O'Halloran:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 46
1. You present a measure
of Adjusted EBITDA margin both here and in your Form 8-K
earning releases
without presenting the most directly comparable GAAP measure of net
income (loss) margin
with equal or greater prominence. Please revise. Refer to Item
10(e)(1)(i)(A) of
Regulation S-K and Question 102.10 of the Non-GAAP Financial
Measures Compliance and
Disclosure Interpretations (Non-GAAP C&DIs).
Key Business Performance and Operating Metrics, page 49
2. We note that your
measure of Sales per Submission includes adjustments for lookback
adjustments, which
appears to create a measure based on non-GAAP revenue. Please
explain how you
calculate the adjustments, including the difference between the two
lookback adjustments
for 2021, and tell us the amount of such adjustments used in your
calculations for each
period presented. In your response provide us with a hypothetical
Katherine O'Halloran
GoHealth, Inc.
June 13, 2024
Page 2
example of a transaction to demonstrate the impact of the revenue and
subsequent
lookback adjustment on the Sales per Submission. Explain the basis for
the lookback
adjustments used in determining Sales per Submission and specifically
address how you
considered whether such adjustments substitute individually tailored
measurement
methods for those of GAAP revenue. Refer to Question 100.04 of the
Non-GAAP C&DIs.
3. Please address the following as it relates to your measure of Cost per
Submission:
Clarify whether this measure is intended to represent cost of
revenues on a per
submission basis or something else. In this regard, we note you
present a measure
of adjusted gross margin per submission.
Describe the technology and general and administrative costs
included in the indirect
operating expense adjustment. To the extent these include normal
cash operating
expenses, tell us how you considered the guidance in Question
100.01 of the Non-
GAAP C&DIs.
Explain how you determine the costs related to lookback
adjustments considering the
lookback adjustments appear to be subsequent revenue adjustments
based on changes
in estimates.
Explain the basis for the adjustments for the the costs related to
lookback adjustments
and Non-Encompass BPO Services and specifically address how you
considered
whether such adjustments substitute individually tailored
measurement methods for
those of GAAP. Refer to Question 100.04 of the Non-GAAP C&DIs.
4. Your measures Gross Margin per Submission and Adjusted Gross Margin
per Submission
imply that these measures represent revenue less the related cost of
revenue. Please
explain how Medicare revenues less total operating expenses on a per
submission basis
represents a gross margin per submission. In addition, explain what
the Adjusted Gross
Margin per Submission is intended to represent.
Form 8-K furnished May 9, 2024
Exhibit 99.1 Press release, dated March 14, 2024
Use of Non-GAAP Financial Measures and Key Performance Indicators, page 3
5. Please address the following as it relates to your measure of Cash
Adjusted EBITDA:
Tell us what this measure is intended to convey and specifically
address the
adjustments for change in commissions receivable and commissions
payable.
Describe the reasons why you believe presenting this non-GAAP
financial measure
provides useful information to investors.
Clarify whether this is a liquidity or performance measure and
explain how you made
such determination.
FirstName
LastNameKatherine O'Halloran from the most directly comparable
GAAP measure
Provide us with a reconciliation
Comapany ofNameGoHealth,
operating cashInc.
flows if this is intended to be a liquidity
measure or net income
(loss) if
June 13, 2024 Page 2 a performance measure.
FirstName LastName
Katherine O'Halloran
FirstName LastNameKatherine O'Halloran
GoHealth, Inc.
Comapany
June NameGoHealth, Inc.
13, 2024
June 13,
Page 3 2024 Page 3
FirstName LastName
6. We note you present net revenue and Adjusted EBITDA excluding
Non-Encompass BPO
Services here as well as net revenue and Adjusted EBITDA excluding
lookback
adjustments in the March 14, 2024 Form 8-K/A. As the discontinuation
of Non-
Encompass BPO services does not appear to have qualified to be
presented as
discontinued operations pursuant to ASC 205-20, please tell us how you
considered
whether excluding revenue and costs related to such operations
represents a tailored
accounting measure. In addition, tell us why you believe non-GAAP
measures that
exclude the impact of lookback adjustments do not substitute
individually tailored
revenue/cost recognition and measurement methods for those of GAAP.
Refer to Question
100.04 of the Non-GAAP C&DIs.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at
202-551-3499 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Brad Burd