0001808220-24-000130 | 10-Q | XBRL Viewer

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
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 foreign subsidiary, which is treated as a foreign disregarded entity. As a partnership, GHH, LLC does not pay any federal income taxes, as income or loss is included in the tax returns of the individual members. Prior to April 1, 2023, certain of the Company’s wholly-owned entities were taxed as corporations and subject to federal and state income taxes in the jurisdictions in which they operated. Additionally, the Company’s foreign subsidiary is subject to foreign income taxes in the jurisdiction in which it operates. The 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, 2024 was (0.07)% and 0.19%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2023 was 0.19% and 0.15%, 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 annual 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 both September 30, 2024 and December 31, 2023 the liability related to the Tax Receivable Agreement was $0.8 million. Should the Company determine that any additional Tax Receivable Agreement liability is considered probable at a future date based on new information, any changes will be recorded within earnings at that time.

- Definition

The entire disclosure for income tax.

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+ Details

Description of Business and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	Basis of Presentation and Significant Accounting Policies 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 GHH, 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. As a result, the Company consolidates GHH, LLC’s financial results in its Condensed Consolidated Financial Statements and reports non-controlling interests for the economic interest in GHH, LLC held by the Continuing Equity Owners. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with 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 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 14, 2024. 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. “Consumer care and enrollment” on the Condensed Consolidated Statements of Operations, previously referred to as “customer care and enrollment” reflects a name change only and does not require any financial information to be reclassified from previous periods.
Business Combinations	Business Combinations In accordance with ASC 805, Business Combinations (“ASC 805”), the Company accounts for all business combinations using the acquisition method of accounting. Under the acquisition method, the Company allocates the fair value of consideration transferred to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the fair value of consideration transferred over the fair value of the identified net assets acquired is recorded as goodwill. Conversely, a bargain purchase gain is recorded when the fair value of the identified net assets acquired exceeds the fair value of consideration transferred. Acquisition-related expenses are expensed as incurred. See Note 14, “Acquisitions” for additional information regarding the Company’s business combinations.
Use of Estimates	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 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 (“AEP”) occurs from October 15th to December 7th. As a result, and in general, the Company experiences an increase in the number of Submissions during the fourth quarter and an increase in expense related to the 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, Submissions are typically second-highest in the Company’s first quarter. The second and third quarters are known as special election periods, during which Submissions are typically lowest. A significant portion of the Company’s marketing and advertising expenses is driven by the number of health insurance applications submitted through GoHealth. Marketing and advertising expenses are generally higher in the fourth quarter during AEP, but because commissions from approved consumers are paid to the Company over time, operating cash flows could be adversely impacted by a substantial increase in marketing and advertising expenses as a result of a higher volume of Submissions during the fourth quarter or positively impacted by a substantial decline in marketing and advertising expenses as a result of lower volume of Submissions during the fourth quarter.
Segment Information	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. The Company has one operating and reportable segment.
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires companies to apply guidance in ASC 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination, and, thus, creates an exception to the general recognition and measurement principle in ASC 805. The Company adopted the standard on the required effective date beginning January 1, 2023 using a prospective transition method for business combinations occurring on or after the effective date. For more information about the Company’s acquisitions, refer to Note 14, “Acquisitions.” Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact on its related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 enhanced annual disclosures regarding the income tax rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 for public business entities and annual periods beginning after December 15, 2025 for all other entities. The Company is currently assessing the impact on its related disclosures.
Revenue Recognition for Variable Consideration	Revenue Recognition for Variable Consideration The Company’s variable consideration includes 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, also known as the total estimated LTV of the policy. The consideration is variable based on the estimated amount of time 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.

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- Definition

Disclosure of accounting policy for segment reporting.

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+ Details

Leases - Weighted Average Remaining Lease Term and Discount Rate (Details)	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Weighted average remaining lease term	6 years 7 months 6 days	7 years 2 months 12 days
Weighted average discount rate	9.20%	8.90%

Acquisitions - Summary of Allocation of Purchase Price (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Gain on bargain purchase		$ (77,363)	$ 0	$ (77,363)	$ 0
e-TeleQuote Insurance, Inc
Business Acquisition [Line Items]
Cash and cash equivalents	$ 17,536	17,536		17,536
Accounts receivable	2,013	2,013		2,013
Commissions receivable - current	17,200	17,200		17,200
Prepaid expense and other current assets	1,293	1,293		1,293
Commissions receivable - non-current	73,325	73,325		73,325
Operating lease ROU asset	1,361	1,361		1,361
Other long-term assets	198	198		198
Property, plant and equipment, net	329	329		329
Total identifiable assets acquired	113,255	113,255		113,255
Accounts payable	1,695	1,695		1,695
Accrued liabilities	7,448	7,448		7,448
Short-term operating lease liability	318	318		318
Long-term operating lease liability	1,042	1,042		1,042
Deferred tax liabilities	25,000	25,000		25,000
Other non-current liabilities	389	389		389
Total liabilities assumed	35,892	35,892		35,892
Net identifiable assets acquired	77,363	77,363		77,363
Gain on bargain purchase	(77,400)			(77,363)
Net assets acquired	$ 0	$ 0		$ 0

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, 2022				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)
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						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)
Redemption of LLC Interests (in shares)				234	(234)
Redemption of LLC Interests	0						10,122			(10,122)
Ending balance (in shares) at Sep. 30, 2023				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)
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						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)
Redemption of LLC Interests	0						1,951			(1,951)
Ending balance (in shares) at Sep. 30, 2023				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)
Beginning balance (in shares) at Dec. 31, 2023		9,651	12,814	9,823	12,814
Beginning balance at Dec. 31, 2023	405,653			$ 1	$ 1	$ (2,640)	654,059	(420,280)	(127)	174,639
Beginning balance (in shares) at Dec. 31, 2023		(173)				(173)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(65,294)							(28,437)		(36,857)
Issuance of Class A common shares related to share-based compensation plans (in shares)				581
Issuance of Class A common shares related to share-based compensation plans	450						450
Share-based compensation expense	8,688						8,688
Foreign currency translation adjustments	(32)								(14)	(18)
Class A common shares repurchased for employee tax withholdings (in shares)						(146)
Class A common shares repurchased for employee tax withholdings	(1,484)					$ (1,484)
Dividends accumulated on Series A redeemable convertible preferred stock	(2,722)						(2,722)
Forfeitures of Time-Vesting Units (in shares)					(3)
Redemption of LLC Interests (in shares)				36	(36)
Redemption of LLC Interests	0						4,545			(4,545)
Ending balance (in shares) at Sep. 30, 2024		10,121	12,775	10,440	12,775
Ending balance at Sep. 30, 2024	345,259			$ 1	$ 1	$ (4,124)	665,020	(448,717)	(141)	133,219
Ending balance (in shares) at Sep. 30, 2024		(319)				(319)
Beginning balance (in shares) at Jun. 30, 2024				10,360	12,780
Beginning balance at Jun. 30, 2024	327,799			$ 1	$ 1	$ (3,975)	662,347	(455,492)	(150)	125,067
Beginning balance (in shares) at Jun. 30, 2024						(302)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	15,366							6,775		8,591
Issuance of Class A common shares related to share-based compensation plans (in shares)				76
Issuance of Class A common shares related to share-based compensation plans	4						4
Share-based compensation expense	3,142						3,142
Foreign currency translation adjustments	20								9	11
Class A common shares repurchased for employee tax withholdings (in shares)						(17)
Class A common shares repurchased for employee tax withholdings	(149)					$ (149)
Dividends accumulated on Series A redeemable convertible preferred stock	(923)						(923)
Forfeitures of Time-Vesting Units (in shares)					(1)
Redemption of LLC Interests (in shares)				4	(4)
Redemption of LLC Interests	0						450			(450)
Ending balance (in shares) at Sep. 30, 2024		10,121	12,775	10,440	12,775
Ending balance at Sep. 30, 2024	$ 345,259			$ 1	$ 1	$ (4,124)	$ 665,020	$ (448,717)	$ (141)	$ 133,219
Ending balance (in shares) at Sep. 30, 2024		(319)				(319)

Acquisitions

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

ACQUISITIONS

On September 30, 2024 (the “Acquisition Date”), the Company completed the acquisition of e-TeleQuote Insurance, Inc. (“e-TeleQuote”), a health insurance marketplace that helps Medicare beneficiaries compare Medicare Advantage and Medicare Supplement plans and enroll in the plan that is right for them. The acquisition increases the Company’s agent base without the need for further hiring, thus expanding its operational capacity.

The Company obtained control of e-TeleQuote through two steps, which are accounted for as a single transaction under the acquisition method under ASC 805. On August 30, 2024, e-TeleQuote Holdings, LLC (“Subscriber”), a wholly-owned subsidiary of the Company, entered into a Purchase & Subscription Agreement (the “Subscription Agreement”), by and between Subscriber and e-TeleQuote. Pursuant to the Subscription Agreement, on September 30, 2024 the Subscriber subscribed for and acquired newly issued shares of e-TeleQuote’s common stock representing approximately 18.9% of e-TeleQuote’s outstanding common stock post-acquisition. On the Acquisition Date, e-TeleQuote’s former parent company irrevocably and permanently surrendered and relinquished all rights in e-TeleQuote without receipt of consideration. As a result, the Company obtained a 100% equity interest in e-TeleQuote.

The Company obtained control of e-TeleQuote without the transfer of consideration. On the Acquisition Date, the Company recognized a gain on bargain purchase of $77.4 million, which is included in the line item “Gain on bargain purchase” in the Condensed Consolidated Statements of Operations. The gain represents the excess of the acquisition-date fair value of the net assets acquired over the acquisition-date fair value of the consideration transferred. The Company determined the gain on bargain purchase is appropriate as the seller’s board of directors previously authorized the abandonment of the seller’s ownership in e-TeleQuote with a target date of September 30, 2024.

During the measurement period of up to one year from the Acquisition Date, the Company will record adjustments identified, if any, to the acquisition-date fair values of assets acquired and liabilities assumed with the corresponding offset to gain on bargain purchase. Upon the conclusion of the measurement period, any subsequent adjustments will be included in the Company's Condensed Consolidated Statements of Operations.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed on the Acquisition Date:


(in thousands)	September 30, 2024
Cash and cash equivalents	$	17,536
Accounts receivable	2,013
Commissions receivable - current	17,200
Prepaid expense and other current assets	1,293
Commissions receivable - non-current	73,325
Operating lease ROU asset	1,361
Other long-term assets	198
Property, plant and equipment, net	329
Total identifiable assets acquired	113,255
Accounts payable	1,695
Accrued liabilities	7,448
Short-term operating lease liability	318
Long-term operating lease liability	1,042
Deferred tax liabilities	25,000
Other non-current liabilities	389
Total liabilities assumed	35,892
Net identifiable assets acquired	77,363
Gain on bargain purchase	(77,363)
Net assets acquired	$	—

The Company incurred acquisition-related costs of $0.9 million during the three and nine months ended September 30, 2024 for legal fees and other professional services which were expensed as incurred and included in general and administrative expenses in the Condensed Consolidated Statements of Operations.

The results of operations of e-TeleQuote since the Acquisition Date have been included in the Company’s Condensed Consolidated Financial Statements. e-TeleQuote contributed no revenue or net income to the Company’s consolidated results for the three and nine months ended September 30, 2024.

Supplemental Pro Forma Financial Information

The following table presents certain unaudited pro forma financial information for the combined entity as if the e-TeleQuote acquisition occurred on January 1, 2023. The unaudited pro forma financial information for the periods presented is provided for illustrative purposes only and is not necessarily indicative of the historical results of operations had the acquisition occurred on January 1, 2023, nor is it indicative of the results of operations in future periods.


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2024		2023		2024		2023
Net revenues	$	121,275	$	145,473	$	432,045	$	505,010
Net income (loss)	$	12,065	$	(60,725)	$	(87,653)	$	(158,689)

The unaudited pro forma financial information is based on estimates and assumptions that have been made solely for purposes of developing such unaudited pro forma information. These pro forma amounts include the impact of certain pro forma adjustments related to (i) acquisition-related costs, (ii) amortization of the acquiree’s intangible assets before the Acquisition Date and (iii) impairment charges related to the acquiree’s intangible assets and goodwill before the Acquisition Date. The impact of other pro forma adjustments are not material.

Commitments and Contingencies (Details) $ in Millions		1 Months Ended
Commitments and Contingencies (Details) $ in Millions	Mar. 13, 2024 USD ($)	Sep. 30, 2020 claim	Sep. 30, 2024 USD ($)
Loss Contingencies [Line Items]
Loss contingency accrual			$ 12.0
Payments for Securities Class Action settlement	$ 10.5
Pending litigation
Loss Contingencies [Line Items]
Number of securities class action complaints filed \| claim		3

- 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 + Details

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Operating lease impairment charges	$ 0	$ 0	$ 0	$ 2,687
Impairment of intangible assets	$ 0	$ 0	$ 0	$ 0	$ 10,000

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
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 U.S. 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. In December 2023, the parties notified the court that they had reached an agreement in principle to settle the Securities Class Action. On February 7, 2024, the plaintiffs filed an application with the court seeking preliminary approval of the parties’ proposed settlement, which application was granted by the court on February 27, 2024. The terms of the parties’ settlement agreement are contained in the settlement documents filed with the court on February 7, 2024. On May 22, 2024, the Court granted its final approval of the settlement, fully resolving the Securities Class Action. On May 19, 2021, a derivative action (the “Derivative Action”) was filed in the U.S. 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 settlement in the Securities Class Action will not resolve the Derivative Action. The Company is contesting the Derivative Action, but may pursue settlement negotiations, as it deems appropriate. Although outcomes of unresolved cases are uncertain until final disposition, the Company establishes an accrual for such matters when a loss is deemed to be probable and reasonably estimable. The Company previously disclosed that it recorded a $12.0 million accrual for the Securities Class Action and the Derivative Action. On March 13, 2024, the Company paid $10.5 million toward the Securities Class Action settlement. This payment was the remaining amount of the retention amount for which the Company was responsible under its applicable directors’ and officers’ liability insurance policies. The Company does not expect to make any further contribution to the settlement amount in the Securities Class Action. The remaining settlement amount was paid by the Company’s insurance carriers under the applicable insurance policies and pursuant to the terms of the approved settlement.

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, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 $ / shares shares	Jul. 31, 2020 $ / 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)		$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Dividends accumulated on Series A redeemable convertible preferred stock \| $		$ 923	$ 892	$ 2,722	$ 2,675
Dividends accumulated on Series A redeemable convertible preferred stock \| $		$ 923	892	$ 2,722	2,675
Debt instrument, convertible, threshold trading days \| day	20
Debt instrument, convertible, threshold consecutive trading days \| day	30
Ratio of consolidated total net debt to consolidated EBITDA that triggers a preferred stock separate class vote	4
Preferred stock, convertible but not converted, calculation of purchase price, percent of purchaser's original investment amount	160.00%
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
Dividends accumulated on Series A redeemable convertible preferred stock \| $		$ 900	$ 900	$ 2,700	$ 2,700
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

Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

NET INCOME (LOSS) PER SHARE

Basic income (loss) per share is computed by dividing net income (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.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (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)	2024		2023		2024		2023
Numerator:
Net income (loss)	$	15,366	$	(56,204)	$	(65,294)	$	(148,976)
Less: Net income (loss) attributable to non-controlling interests	8,591		(32,294)		(36,857)		(86,945)
Net income (loss) attributable to GoHealth, Inc.	6,775		(23,910)		(28,437)		(62,031)
Less: Dividends accumulated on redeemable convertible preferred stock	923		892		2,722		2,675
Net income (loss) attributable to common stockholders - basic	5,852		(24,802)		(31,159)		(64,706)
Effect of dilutive securities:
Add: Dividends accumulated on redeemable convertible preferred stock	923		—		—		—
Net income (loss) attributable to common stockholders - diluted	6,775		(24,802)		(31,159)		(64,706)

Denominator:
Weighted-average shares of Class A common stock outstanding—basic	10,077		9,489		9,922		9,194
Effect of dilutive securities:
Equity awards	424		—		—		—
Redeemable convertible preferred stock	4,079		—		—		—
Weighted-average shares of Class A common stock outstanding—dilutive	14,580		9,489		9,922		9,194

Net loss per share of Class A common stock—basic	$	0.58	$	(2.61)	$	(3.14)	$	(7.04)
Net loss per share of Class A common stock—dilutive	$	0.46	$	(2.61)	$	(3.14)	$	(7.04)

The following number of shares were excluded from the calculation of diluted income (loss) per share of Class A common stock because the effect of including such potentially dilutive shares would have been antidilutive:


	Sep. 30,
(in thousands)	2024	2023
Equity awards	2,479	2,125
Redeemable convertible preferred stock	3,989	3,873
Class B common stock	12,775	12,817

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.

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 2,216	$ 3,075	$ 7,659	$ 10,123
Non-cash activity:
Operating lease assets obtained in exchange for new operating lease obligations	$ 1,361	$ 6,735	$ 1,361	$ 6,735

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of 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)	2024		2023		2024		2023

Operating lease cost	1,859		1,831		5,806		5,879
Short-term lease cost(1)	9		14		46		47
Variable lease cost(2)	55		604		326		858

Sublease income	(689)		(396)		(1,865)		(1,181)
Total net lease expense	$	1,234	$	2,053	$	4,313	$	5,603

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

(2)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.

Supplemental cash flow information related to leases are as follows:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2024		2023		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,216	$	3,075	$	7,659	$	10,123


Non-cash activity:
Operating lease assets obtained in exchange for new lease obligations(1)	$	1,361	$	6,735	$	1,361	$	6,735

(1)For the three and nine months ended September 30, 2024, the Company recognized operating lease assets arising from operating leases of an acquiree. Refer to Note 14, “Acquisitions” for more information. For the three and nine months ended September 30, 2023, the Company entered into a lease agreement for its corporate headquarters in Chicago, Illinois, which commenced on July 5, 2023.

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


	Sep. 30,
	2024		2023
Weighted average remaining lease term	6.6 years		7.2 years


Weighted average discount rate	9.2	%	8.9	%

Schedule of Future Minimum Payments for Operating Leases

As of September 30, 2024, future minimum lease payments for operating leases consisted of the following:


(in thousands)	Operating Leases
Remainder of 2024	$	1,990
2025	9,357
2026	8,162
2027	8,260
2028	7,296
Thereafter	20,693
Total lease payments	$	55,758
Less: Imputed interest	(14,030)
Present value of lease liabilities	$	41,728

Share-Based Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-Based Compensation Expenses by Operating Function

The following table summarizes share-based compensation expense (benefit) by operating function for the periods presented:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2024		2023		2024		2023
Marketing and advertising	$	75	$	149	$	203	$	378
Consumer care and enrollment	189		519		841		1,847
Technology	293		676		780		2,365
General and administrative(1)	2,302		(1,889)		4,710		11,569
Total share-based compensation expense (benefit)	$	2,859	$	(545)	$	6,534	$	16,159

(1) For the three and nine months ended September 30, 2024 and 2023, share-based compensation expense (benefit) includes expense (benefit) related to the stock appreciation rights (“SARs”), which are liability classified awards.

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

The Company defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques the Company uses to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company 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 operating lease impairment charges of $2.7 million for the nine months ended September 30, 2023. The Company recorded no operating lease impairment charges for three and nine months ended September 30, 2024 and the three months ended September 30, 2023. The Company continues to evaluate its portfolio of properties, and thus it is possible that impairments could be identified in future periods, and such amounts could be material. 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.

During the twelve months ended December 31, 2023, the Company recorded indefinite-lived intangible asset impairment charges of $10.0 million in connection with its indefinite-lived trade names. The Company recorded no indefinite-lived intangible asset impairment charges for the three and nine months ended September 30, 2024 and 2023. Determination of the fair value of the indefinite-lived trade names involves estimates and assumptions which are considered a level 3 input in the fair value hierarchy. For more information, refer to Note 3, “Intangible Assets, Net.”

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
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-Paragraph 100
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Income (Loss) Per Share - Antidilutive Securities (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
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)	2,479	2,125
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average potentially dilutive shares excluded from calculation of diluted loss per share because effect would be antidilutive (in shares)	3,989	3,873
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)	12,775	12,817

Acquisitions - Supplemental Pro Forma Financial Information (Details) - e-TeleQuote Insurance, Inc - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Net revenues	$ 121,275	$ 145,473	$ 432,045	$ 505,010
Net income (loss)	$ 12,065	$ (60,725)	$ (87,653)	$ (158,689)

Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Indefinite-lived Intangible Assets [Line Items]
Impairment of intangible assets	$ 0	$ 0	$ 0	$ 0	$ 10,000
Indefinite-lived trade names
Indefinite-lived Intangible Assets [Line Items]
Net carrying amount	$ 73,000		$ 73,000		$ 73,000

Share-Based Compensation Plans - Schedule of Share-Based Compensation Expenses by Operating Function (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense (benefit)	$ 2,859	$ (545)	$ 6,534	$ 16,159
Marketing and advertising
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense (benefit)	75	149	203	378
Consumer care and enrollment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense (benefit)	189	519	841	1,847
Technology
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense (benefit)	293	676	780	2,365
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense (benefit)	$ 2,302	$ (1,889)	$ 4,710	$ 11,569

- 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
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
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-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Net Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Income (Loss) Per Share

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (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)	2024		2023		2024		2023
Numerator:
Net income (loss)	$	15,366	$	(56,204)	$	(65,294)	$	(148,976)
Less: Net income (loss) attributable to non-controlling interests	8,591		(32,294)		(36,857)		(86,945)
Net income (loss) attributable to GoHealth, Inc.	6,775		(23,910)		(28,437)		(62,031)
Less: Dividends accumulated on redeemable convertible preferred stock	923		892		2,722		2,675
Net income (loss) attributable to common stockholders - basic	5,852		(24,802)		(31,159)		(64,706)
Effect of dilutive securities:
Add: Dividends accumulated on redeemable convertible preferred stock	923		—		—		—
Net income (loss) attributable to common stockholders - diluted	6,775		(24,802)		(31,159)		(64,706)

Denominator:
Weighted-average shares of Class A common stock outstanding—basic	10,077		9,489		9,922		9,194
Effect of dilutive securities:
Equity awards	424		—		—		—
Redeemable convertible preferred stock	4,079		—		—		—
Weighted-average shares of Class A common stock outstanding—dilutive	14,580		9,489		9,922		9,194

Net loss per share of Class A common stock—basic	$	0.58	$	(2.61)	$	(3.14)	$	(7.04)
Net loss per share of Class A common stock—dilutive	$	0.46	$	(2.61)	$	(3.14)	$	(7.04)

Schedule of Antidilutive Securities Excluded From Calculation of Diluted Income (Loss) Per Share


	Sep. 30,
(in thousands)	2024	2023
Equity awards	2,479	2,125
Redeemable convertible preferred stock	3,989	3,873
Class B common stock	12,775	12,817

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2024
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 the Company and GHH, LLC at all times to 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 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 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 the Class B common stock are not entitled to participate in any dividends declared by the 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 GHH, 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. Non-controlling interest represents the economic interest in GHH, LLC held directly or indirectly by the Continuing Equity Owners. The non-controlling interest holders' weighted average ownership percentages for the three and nine months ended September 30, 2024 were 55.9% and 56.3%, respectively. 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. 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, 2024 and December 31, 2023, 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, 2024, the Company accrued $0.9 million and $2.7 million, respectively, of dividends relating to the Series A redeemable convertible preferred stock that were not paid in cash. The accrued dividends are included in temporary equity on the Condensed Consolidated Balance Sheets. 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 redeemable convertible preferred stock. 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 (i) the liquidation preference (reflecting increases for compounded dividends) plus (ii) 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, 2024 and subject to adjustment based on certain changes to the Company’s Class A common stock) as of the applicable conversion date. Notwithstanding the foregoing, a holder of Series A redeemable convertible preferred stock may elect to receive upon conversion, in lieu of the shares of Class A common stock otherwise deliverable, one share of Series A-1 convertible preferred stock for every 1,000 shares of Class A common stock otherwise deliverable upon conversion. The Series A-1 convertible preferred stock will be essentially a substitute for the Class A common stock in the form of non-voting preferred stock. The terms of the Series A redeemable convertible preferred stock and Series A-1 convertible preferred stock contain certain anti-dilution adjustments. Subject to certain conditions, at any time after the third anniversary of the Closing Date, if the volume weighted average price per share of Class A common stock on The Nasdaq Global Market is equal to or greater than 150.0% of the then-applicable conversion price for each of at least twenty (20) trading days, whether or not consecutive, in any period of thirty (30) consecutive trading days ending on and including the trading day immediately before the Company provides the holders with notice of its election to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock (at the election of the holder), the Company may elect to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will be entitled, out of assets legally available therefor, and subject to the rights of the holders of any senior stock (including the Series A redeemable convertible preferred stock) or parity stock (including the Class A and Class B common stock) and the rights of the Company’s existing and future creditors, to receive an aggregate amount per share equal to 1,000 (as may be adjusted) times the aggregate amount to be distributed per share to holders of shares of Class A common stock. Each holder of a whole share of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) shall be entitled to receive when, as and if declared by the Company’s Board of Directors out of funds legally available for the purpose, an amount per share equal to 1,000 (as may be adjusted) times the aggregate per share amount of all cash dividends, and 1,000 (as may be adjusted) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class A common stock or a subdivision of the outstanding shares of Class A common stock (by reclassification or otherwise), declared on each share of Class A common stock since the first issuance of any share of Series A-1 convertible preferred stock. Each holder of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will have the right, at such holder’s option, to convert in full each share of such holder’s Series A-1 convertible preferred stock at such time into the number of shares of Class A common stock based upon a conversion ratio of 1,000 shares of Class A common stock for each share of Series A-1 convertible preferred stock (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 stockholder approval for the exercise of such voting rights pursuant to the Nasdaq Rules. 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 (i) if the change of control effective date occurs at any time prior to the fifth anniversary of the Closing Date, 160.0% of a Purchaser’s original investment amount and (ii) 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 GHH, LLC (i) to issue to the Company, in exchange for the proceeds from the Issuance, Series A preferred units and (ii) to authorize another series of 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 GHH, LLC Agreement 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.

- Definition

The entire disclosure for equity.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Restructuring Costs (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of 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)	2024		2023
Beginning balance	$	645	$	2,083
Charges incurred	—		—
Cash paid	(558)		(1,138)
Ending balance	$	87	$	945

Revenue - Schedule of Commissions Receivable Activity (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Contract with Customer, Asset [Roll Forward]
Commission revenue	$ 118,292	$ 132,037	$ 409,762	$ 457,974
Acquisition of business			90,525	0
Less: Commissions receivable - current	270,383		270,383		$ 336,215
Commissions receivable - non-current	627,341		627,341		$ 575,482
Commission Revenue
Contract with Customer, Asset [Roll Forward]
Beginning balance			911,697	1,031,433
Commission revenue			231,479	266,393
Cash receipts			(336,054)	(402,116)
Allowance for credit loss			77	43
Ending balance	897,724	895,753	897,724	895,753
Less: Commissions receivable - current	270,383	285,922	270,383	285,922
Commissions receivable - non-current	$ 627,341	$ 609,831	$ 627,341	$ 609,831

- 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.

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+ Details

Acquisitions - Narrative (Details) $ in Thousands		3 Months Ended		9 Months Ended
Acquisitions - Narrative (Details) $ in Thousands	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Aug. 30, 2024
Business Acquisition [Line Items]
Gain on bargain purchase		$ 77,363	$ 0	$ 77,363	$ 0
e-TeleQuote Insurance, Inc
Business Acquisition [Line Items]
Percentage of voting interest acquired	100.00%	100.00%		100.00%
Percentage of ownership after transaction						0.189
Gain on bargain purchase	$ 77,400			$ 77,363
Business combination, acquisition related costs		$ 900		$ 900

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 6,775	$ (23,910)	$ (28,437)	$ (62,031)

- Definition

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

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+ Details

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 15,366	$ (56,204)	$ (65,294)	$ (148,976)
Other comprehensive income (loss):
Foreign currency translation adjustments	20	143	(32)	189
Comprehensive income (loss)	15,386	(56,061)	(65,326)	(148,787)
Comprehensive income (loss) attributable to non-controlling interests	8,602	(32,212)	(36,875)	(86,836)
Comprehensive income (loss) attributable to GoHealth, Inc.	$ 6,784	$ (23,849)	$ (28,451)	$ (61,951)

- Definition

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

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+ 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

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease impairment charges	$ 0	$ 0	$ 0	$ 2,687

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 35,527	$ 90,809
Accounts receivable, net of allowance for doubtful accounts of $2 in 2024 and $27 in 2023	6,862	250
Commissions receivable - current	270,383	336,215
Prepaid expense and other current assets	21,271	49,166
Total current assets	334,043	476,440
Commissions receivable - non-current	627,341	575,482
Operating lease ROU asset	20,449	21,995
Property, equipment, and capitalized software, net	30,418	26,843
Intangible assets, net	326,011	396,554
Other long-term assets	2,891	2,256
Total assets	1,341,153	1,499,570
Current liabilities:
Accounts payable	15,285	17,705
Accrued liabilities	49,475	86,254
Commissions payable - current	80,899	118,732
Short-term operating lease liability	5,541	5,797
Deferred revenue	42,696	52,403
Current portion of long-term debt	65,000	75,000
Other current liabilities	23,075	14,122
Total current liabilities	281,971	370,013
Non-current liabilities:
Commissions payable - non-current	177,023	203,255
Long-term operating lease liability	36,187	39,547
Deferred tax liabilities	24,995	0
Long-term debt, net of current portion	416,332	422,705
Other non-current liabilities	7,363	9,095
Total non-current liabilities	661,900	674,602
Commitments and Contingencies (Note 11)
Stockholders’ equity:
Preferred stock	0	0
Additional paid-in capital	665,020	654,059
Accumulated other comprehensive income (loss)	(141)	(127)
Accumulated deficit	(448,717)	(420,280)
Total stockholders’ equity attributable to GoHealth, Inc.	212,040	231,014
Non-controlling interests	133,219	174,639
Total stockholders’ equity	345,259	405,653
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	1,341,153	1,499,570
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 as of both September 30, 2024 and December 31, 2023. Liquidation preference of $53.7 million and $50.9 million as of September 30, 2024 and December 31, 2023, respectively.	52,023	49,302
Class A Common Stock
Stockholders’ equity:
Common stock	1	1
Treasury stock – at cost; 319 and 173 shares of Class A common stock as of September 30, 2024 and December 31, 2023, respectively.	(4,124)	(2,640)
Class B Common Stock
Stockholders’ equity:
Common stock	1	1
Series A-1 Convertible Preferred Stock
Stockholders’ equity:
Preferred stock	$ 0	$ 0

Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Net revenues	$ 118,292	$ 132,037	$ 409,762	$ 457,974
Commission Revenue
Disaggregation of Revenue [Line Items]
Net revenues			231,479	266,393
Medicare Revenue
Disaggregation of Revenue [Line Items]
Net revenues	116,653	131,389	406,803	439,718
Medicare Revenue \| Agency Revenue
Disaggregation of Revenue [Line Items]
Net revenues	92,276	97,879	276,080	333,132
Medicare Revenue \| Commission Revenue
Disaggregation of Revenue [Line Items]
Net revenues	77,868	76,579	228,154	261,513
Medicare Revenue \| Partner Marketing and Other Revenue
Disaggregation of Revenue [Line Items]
Net revenues	14,408	21,300	47,926	71,619
Medicare Revenue \| Non-Agency Revenue
Disaggregation of Revenue [Line Items]
Net revenues	24,377	33,510	130,723	106,586
Other Revenue
Disaggregation of Revenue [Line Items]
Net revenues	1,639	648	2,959	18,256
Other Revenue \| Non-Encompass BPO Services Revenue
Disaggregation of Revenue [Line Items]
Net revenues	0	0	0	9,322
Other Revenue \| Other Revenue
Disaggregation of Revenue [Line Items]
Net revenues	$ 1,639	$ 648	$ 2,959	$ 8,934

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Summary of Purchase Price Allocation

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed on the Acquisition Date:


(in thousands)	September 30, 2024
Cash and cash equivalents	$	17,536
Accounts receivable	2,013
Commissions receivable - current	17,200
Prepaid expense and other current assets	1,293
Commissions receivable - non-current	73,325
Operating lease ROU asset	1,361
Other long-term assets	198
Property, plant and equipment, net	329
Total identifiable assets acquired	113,255
Accounts payable	1,695
Accrued liabilities	7,448
Short-term operating lease liability	318
Long-term operating lease liability	1,042
Deferred tax liabilities	25,000
Other non-current liabilities	389
Total liabilities assumed	35,892
Net identifiable assets acquired	77,363
Gain on bargain purchase	(77,363)
Net assets acquired	$	—

Supplemental Pro Forma Financial Information


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2024		2023		2024		2023
Net revenues	$	121,275	$	145,473	$	432,045	$	505,010
Net income (loss)	$	12,065	$	(60,725)	$	(87,653)	$	(158,689)

Intangible Assets, Net - Schedule of Expected Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Remainder of 2024	$ 23,514
2025	94,057
2026	72,800
2027	23,200
2028	23,200
Thereafter	16,240
Net Carrying Amount	253,011	$ 323,554
Developed technology
Finite-Lived Intangible Assets [Line Items]
Remainder of 2024	17,714
2025	70,857
2026	49,600
2027	0
2028	0
Thereafter	0
Net Carrying Amount	138,171	191,314
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Remainder of 2024	5,800
2025	23,200
2026	23,200
2027	23,200
2028	23,200
Thereafter	16,240
Net Carrying Amount	$ 114,840	$ 132,240

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease cost	$ 1,859	$ 1,831	$ 5,806	$ 5,879
Short-term lease cost	9	14	46	47
Variable lease cost	55	604	326	858
Sublease income	(689)	(396)	(1,865)	(1,181)
Total net lease expense	$ 1,234	$ 2,053	$ 4,313	$ 5,603

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Oct. 30, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
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, 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	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	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001808220
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,130,625
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12,774,921

Restructuring Costs

9 Months Ended

Sep. 30, 2024

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 of Directors 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 consumer care and enrollment group. The majority of the restructuring charges incurred relate to employee termination benefits and will be settled in cash through the first quarter of 2025. The restructuring activities related to this plan were materially complete as of December 31, 2022. The Company evaluates restructuring charges in accordance with ASC 420 Exit or Disposal Cost Obligations and ASC 712 Compensation—Nonretirement Post-Employment Benefits.

The Company incurred no restructuring and other related charges during the three and nine months ended September 30, 2024 and 2023.


	Nine months ended Sep. 30,
(in thousands)	2024		2023
Beginning balance	$	645	$	2,083
Charges incurred	—		—
Cash paid	(558)		(1,138)
Ending balance	$	87	$	945

Revenue

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

REVENUE

Revenue Recognition for Variable Consideration

The Company’s variable consideration includes 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, also known as the total estimated LTV of the policy. The consideration is variable based on the estimated amount of time 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, 2024 and 2023, the Company recorded no revenue adjustments.

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)	2024		2023		2024		2023
Medicare Revenue
Agency Revenue
Commission Revenue(1)	$	77,868	$	76,579	$	228,154	$	261,513
Partner Marketing and Other Revenue	14,408		21,300		47,926		71,619
Total Agency Revenue	92,276		97,879		276,080		333,132
Non-Agency Revenue	24,377		33,510		130,723		106,586
Total Medicare Revenue	116,653		131,389		406,803		439,718
Other Revenue
Non-Encompass BPO Services Revenue	—		—		—		9,322
Other Revenue	1,639		648		2,959		8,934
Total Other Revenue	1,639		648		2,959		18,256
Total Net Revenues	$	118,292	$	132,037	$	409,762	$	457,974

(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 and other revenue the Company receives when GoHealth agents or the Company’s independent network of outsourced agents, or external 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 is also compensated by its health plan partners for providing marketing services over a predetermined measurement period, which the Company records as partner marketing and other revenue. The Company recognizes these revenues over the measurement period as insurance applications produced by the

Company are generated. The Company generally gets paid a fixed fee per application, with the amount of variable consideration resolved within 90 days of the application.

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 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, with the amount of variable consideration generally resolved within 90 days of when the related policy effectuates. The Company does not receive commissions or fees on subsequent renewals generated from the transferred leads. Encompass Engage includes post-enrollment member outreach and engagement services, including facilitating an onboarding experience customized to a member’s plan and health needs. The Company recognizes Encompass Engage revenue at the point in time that the service is provided 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 the Company partners with outside of the Encompass operating model. These services include commission revenue and partner marketing and other 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 partners.

The Company had unbilled receivables for performance-based enrollment fees and non-agency revenue, as well as prepaid expenses for revenue share, as of September 30, 2024 and December 31, 2023 of $7.2 million and $36.0 million, respectively, which are recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. In addition, the Company had accrued payments for revenue share as of September 30, 2024 and December 31, 2023 of $10.3 million and $14.8 million, respectively, which are recorded in accrued liabilities 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, 2024 compared to December 31, 2023 was primarily due to less cash received as of September 30, 2024 compared to December 31, 2023 for marketing, administrative and enrollment fees in advance of performing such services that the Company expects to satisfy within the next twelve months. During the three months ended September 30, 2024, the Company recognized revenue that was recorded in deferred revenue on the Condensed Consolidated Balance Sheets at the beginning of the respective fiscal year of $7.6 million. During the three months ended September 30, 2023, the Company recognized no revenue that was recorded in deferred revenue on the Condensed Consolidated Balance Sheets at the beginning of the respective fiscal year. During the nine months ended September 30, 2024 and 2023, the Company recognized revenue that was recorded in deferred revenue on the Condensed Consolidated Balance Sheets at the beginning of the respective fiscal year of $51.1 million and $45.3 million, respectively.

Commissions Receivable

Commissions receivable activity is summarized as follows:


	Nine months ended Sep. 30,
(in thousands)	2024		2023
Beginning balance	$	911,697	$	1,031,433
Commission revenue(1)	231,479		266,393
Cash receipts	(336,054)		(402,116)
Allowance for credit loss	77		43
Acquisition of business	$	90,525	$	—
Ending balance	$	897,724	$	895,753
Less: Commissions receivable - current	270,383		285,922
Commissions receivable - non-current	$	627,341	$	609,831

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

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 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 Condensed Consolidated Balance Sheets.

Significant Customers

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


	Three months ended Sep. 30,				Nine months ended Sep. 30,
	2024		2023		2024		2023
Humana	31.7	%	44.1	%	23.6	%	40.6	%
United	25.9	%	19.8	%	20.5	%	20.2	%
Elevance Health	18.2	%	19.9	%	19.5	%	18.3	%
Centene	10.0	%	6.6	%	9.4	%	7.2	%
Aetna	6.3	%	5.8	%	20.8	%	5.8	%

Concentration of Credit Risk

The Company does not require collateral or other security in granting credit. As of September 30, 2024, three customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 72.7%, or $8.5 million, of the combined total. As of December 31, 2023, three customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 88.3%, or $32.1 million, of the combined total. Unbilled receivables are included in prepaid expense and other current assets on the Condensed Consolidated Balance Sheets.

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

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

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
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

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Related Party Transactions [Abstract]
Lease payments	$ 1.3	$ 1.5	$ 4.3	$ 4.5

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating Activities
Net income (loss)	$ (65,294)	$ (148,976)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Share-based compensation	6,534	15,298
Depreciation and amortization	8,420	8,357
Amortization of intangible assets	70,542	70,543
Amortization of debt discount and issuance costs	7,319	2,397
Non-cash lease expense	2,907	3,080
Operating lease impairment charges	0	2,687
Gain on bargain purchase	(77,363)	0
Other non-cash items	(98)	(636)
Changes in assets and liabilities:
Accounts receivable	(4,578)	(7,030)
Commissions receivable	104,570	135,636
Prepaid expenses and other assets	28,644	34,632
Accounts payable	(4,268)	(9,756)
Accrued liabilities	(44,227)	(6,676)
Deferred revenue	(9,708)	(7,775)
Commissions payable	(64,065)	(50,451)
Operating lease liabilities	(4,976)	(7,472)
Other liabilities	9,430	3,982
Net cash provided by (used in) operating activities	(36,211)	37,840
Investing Activities
Acquisition of business, net	17,536	0
Purchases of property, equipment and software	(11,511)	(8,087)
Net cash provided by (used in) investing activities	6,025	(8,087)
Financing Activities
Repayment of borrowings	(50,000)	(15,336)
Proceeds from borrowings	40,000	0
Debt issuance cost payments	(13,584)	0
Repurchase of shares to satisfy employee tax withholding obligations	(1,484)	(2,078)
Payment of preferred stock dividends	0	(2,675)
Proceeds from stock option exercises	4	70
Net cash provided by (used in) financing activities	(25,064)	(20,019)
Effect of exchange rate changes on cash and cash equivalents	(32)	189
Increase (decrease) in cash and cash equivalents	(55,282)	9,923
Cash and cash equivalents at beginning of period	90,809	16,464
Cash and cash equivalents at end of period	35,527	26,387
Non-cash investing and financing activities:
Purchases of property, equipment and software included in accounts payable	$ 154	$ 820

Revenue - Significant Customers (Details) - Revenue - Customer concentration risk	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Humana
Concentration Risk [Line Items]
Revenue percent	31.70%	44.10%	23.60%	40.60%
United
Concentration Risk [Line Items]
Revenue percent	25.90%	19.80%	20.50%	20.20%
Elevance Health
Concentration Risk [Line Items]
Revenue percent	18.20%	19.90%	19.50%	18.30%
Centene
Concentration Risk [Line Items]
Revenue percent	10.00%	6.60%	9.40%	7.20%
Aetna
Concentration Risk [Line Items]
Revenue percent	6.30%	5.80%	20.80%	5.80%

Restructuring Costs - Narrative (Details)		3 Months Ended		9 Months Ended
Restructuring Costs - Narrative (Details)	Aug. 09, 2022 position	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Restructuring and Related Activities [Abstract]
Number of positions eliminated \| position	828
Percentage of workforce eliminated	23.70%
Restructuring and other related charges \| $		$ 0	$ 0	$ 0	$ 0

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jul. 17, 2020
Income Tax Disclosure [Abstract]
Effective tax rate	(0.07%)	0.19%	0.19%	0.15%
Tax Receivable Agreement, payment, percent of amount of tax benefits realized or deemed to realize						85.00%
Tax Receivable Agreement, liability	$ 0.8		$ 0.8		$ 0.8

Intangible Assets, Net - Schedule of Definite-lived and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 728,000	$ 728,000
Accumulated Amortization	474,989	404,446
Net Carrying Amount	253,011	323,554
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Net Carrying Amount	326,011	396,554
Indefinite-lived trade names
Indefinite-lived Intangible Assets [Line Items]
Net Carrying Amount	73,000	73,000
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	496,000	496,000
Accumulated Amortization	357,829	304,686
Net Carrying Amount	138,171	191,314
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	232,000	232,000
Accumulated Amortization	117,160	99,760
Net Carrying Amount	$ 114,840	$ 132,240

Description of Business and Significant Accounting Policies - Narrative (Details)	9 Months Ended
	Sep. 30, 2024 state segment
Accounting Policies [Abstract]
Number of states in which the company provide health plans in \| state	50
Number of operating segments	1
Number of reportable segments	1

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net revenues	$ 118,292	$ 132,037	$ 409,762	$ 457,974
Operating expenses:
Revenue share	19,683	35,992	78,376	117,876
Marketing and advertising	45,270	39,416	136,049	124,428
Consumer care and enrollment	45,556	46,472	132,731	134,035
Technology	9,801	11,652	28,921	31,706
General and administrative	17,140	12,967	50,457	73,440
Amortization of intangible assets	23,514	23,514	70,542	70,543
Operating lease impairment charges	0	0	0	2,687
Total operating expenses	160,964	170,013	497,076	554,715
Income (loss) from operations	(42,672)	(37,976)	(87,314)	(96,741)
Interest expense	19,086	17,565	55,133	51,721
Gain on bargain purchase	(77,363)	0	(77,363)	0
Other (income) expense, net	250	771	332	739
Income (loss) before income taxes	15,355	(56,312)	(65,416)	(149,201)
Income tax (benefit) expense	(11)	(108)	(122)	(225)
Net income (loss)	15,366	(56,204)	(65,294)	(148,976)
Net income (loss) attributable to non-controlling interests	8,591	(32,294)	(36,857)	(86,945)
Net income (loss) attributable to GoHealth, Inc.	$ 6,775	$ (23,910)	$ (28,437)	$ (62,031)
Net income (loss) per share
Net income (loss) per share of Class A common stock — basic (in dollars per share)	$ 0.58	$ (2.61)	$ (3.14)	$ (7.04)
Net income (loss) per share of Class A common stock — diluted (in dollars per share)	$ 0.46	$ (2.61)	$ (3.14)	$ (7.04)
Weighted-average shares of Class A common stock outstanding — basic (in shares)	10,077	9,489	9,922	9,194
Weighted-average shares of Class A common stock outstanding — diluted (in shares)	14,580	9,489	9,922	9,194

Net Income (Loss) Per Share - Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net income (loss)	$ 15,366	$ (56,204)	$ (65,294)	$ (148,976)
Less: Net income (loss) attributable to non-controlling interests	8,591	(32,294)	(36,857)	(86,945)
Net income (loss) attributable to GoHealth, Inc.	6,775	(23,910)	(28,437)	(62,031)
Less: Dividends accumulated on redeemable convertible preferred stock	923	892	2,722	2,675
Net income (loss) attributable to common stockholders - basic	5,852	(24,802)	(31,159)	(64,706)
Add: Dividends accumulated on redeemable convertible preferred stock	923	0		0
Net income (loss) attributable to common stockholders - diluted	$ 6,775	$ (24,802)	$ (31,159)	$ (64,706)
Denominator:
Weighted-average shares of Class A common stock outstanding — basic (in shares)	10,077	9,489	9,922	9,194
Effect of dilutive securities:
Equity awards (in shares)	424	0	0	0
Redeemable convertible preferred stock (in shares)	4,079	0	0	0
Weighted-average shares of Class A common stock outstanding—dilutive (in shares)	14,580	9,489	9,922	9,194
Net loss per share of Class A common stock — basic (in dollars per share)	$ 0.58	$ (2.61)	$ (3.14)	$ (7.04)
Net loss per share of Class A common stock — diluted (in dollars per share)	$ 0.46	$ (2.61)	$ (3.14)	$ (7.04)

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Less: Unamortized debt discount and issuance costs	$ (11,464)	$ (5,091)
Total debt	481,332	497,705
Less: Current portion of long-term debt	(65,000)	(75,000)
Total long-term debt	416,332	422,705
Term Loan Facilities
Debt Instrument [Line Items]
Long-term debt, gross	452,796	502,796
Revolving Credit Facilities
Debt Instrument [Line Items]
Long-term debt, gross	$ 40,000	$ 0

- 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

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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

- Definition

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

+ References + Details

Revenue - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Revenue - Narrative (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Negative revenue adjustments relating to performance obligations satisfied in prior periods	$ 0	$ 0	$ 0	$ 0
Unbilled receivables for performance-based enrollment fees	7,200,000		7,200,000		$ 36,000,000.0
Accrued payments for revenue share	10,300,000		10,300,000		$ 14,800,000
Revenue recognized that was previously deferred	7,600,000	$ 0	$ 51,100,000	$ 45,300,000
Three customers \| Accounts receivable and unbilled receivables \| Customer concentration risk
Disaggregation of Revenue [Line Items]
Revenue percent			72.70%		88.30%
Accounts receivable and unbilled receivables	$ 8,500,000		$ 8,500,000		$ 32,100,000

Share-Based Compensation Plans

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation Plans

SHARE-BASED COMPENSATION PLANS

The following table summarizes share-based compensation expense (benefit) by operating function for the periods presented:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2024		2023		2024		2023
Marketing and advertising	$	75	$	149	$	203	$	378
Consumer care and enrollment	189		519		841		1,847
Technology	293		676		780		2,365
General and administrative(1)	2,302		(1,889)		4,710		11,569
Total share-based compensation expense (benefit)	$	2,859	$	(545)	$	6,534	$	16,159

Leases - Minimum Future Payments for Operating Leases (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Operating Leases
Remainder of 2024	$ 1,990
2025	9,357
2026	8,162
2027	8,260
2028	7,296
Thereafter	20,693
Total lease payments	55,758
Less: Imputed interest	(14,030)
Present value of lease liabilities	$ 41,728

Restructuring Costs - Schedule of Changes in Restructuring and Related Charges (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Restructuring Reserve [Roll Forward]
Beginning balance	$ 645	$ 2,083
Charges incurred	0	0
Cash paid	(558)	(1,138)
Ending balance	$ 87	$ 945

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

The Company’s debt consisted of the following:


(in thousands)	Sep. 30, 2024		Dec. 31, 2023
Term Loan Facilities	$	452,796	$	502,796
Revolving Credit Facilities	40,000		—
Less: Unamortized debt discount and issuance costs	(11,464)		(5,091)
Total debt	$	481,332	$	497,705
Less: Current portion of long-term debt	(65,000)		(75,000)
Total long-term debt	$	416,332	$	422,705

- 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://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
-Paragraph 7
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Long-Term Debt - Narrative (Details)					1 Months Ended		9 Months Ended
Long-Term Debt - Narrative (Details)	Jun. 30, 2025	Nov. 04, 2024 USD ($)	Sep. 01, 2024	Mar. 12, 2024 USD ($)	Oct. 31, 2024 USD ($)	Apr. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Mar. 31, 2025	Dec. 31, 2023 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Due & payable during the remainder of 2024							$ 25,000,000.0
Remaining balance due & payable in 2025							$ 416,300,000
Term Loan Facilities
Debt Instrument [Line Items]
Effective interest rate							13.40%		13.00%
Borrowings repaid						$ 50,000,000
Term Loan Facilities \| Subsequent event
Debt Instrument [Line Items]
Borrowings repaid					$ 25,000,000
Term Loan Facilities \| Incremental Term Loan Facility
Debt Instrument [Line Items]
Aggregate principal amount										$ 117,000,000
Amount outstanding							$ 99,500,000		$ 110,400,000
Term Loan Facilities \| Incremental Term Loan Facility \| Alternate Base Rate
Debt Instrument [Line Items]
Variable interest rate spread			6.50%	7.00%
Term Loan Facilities \| Incremental Term Loan Facility \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Variable interest rate spread			7.50%	8.00%
Term Loan Facilities \| 2021 Incremental Term Loan Facility
Debt Instrument [Line Items]
Aggregate principal amount										310,000,000
Amount outstanding							266,800,000		296,300,000
Term Loan Facilities \| 2021 Incremental Term Loan Facility \| Alternate Base Rate
Debt Instrument [Line Items]
Variable interest rate spread			6.50%	7.00%
Term Loan Facilities \| 2021 Incremental Term Loan Facility \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Variable interest rate spread			7.50%	8.00%
Term Loan Facilities \| 2021-2 Incremental Term Loan Facility
Debt Instrument [Line Items]
Aggregate principal amount										$ 100,000,000
Amount outstanding							86,500,000		96,100,000
Term Loan Facilities \| 2021-2 Incremental Term Loan Facility \| Alternate Base Rate
Debt Instrument [Line Items]
Variable interest rate spread			6.50%	7.00%
Term Loan Facilities \| 2021-2 Incremental Term Loan Facility \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Variable interest rate spread			7.50%	8.00%
Term Loan Facilities \| New Term Loan Facility \| Subsequent event
Debt Instrument [Line Items]
Aggregate principal amount		$ 475,000,000.0
Stated maturity (in years)		5 years
Term Loan Facilities \| New Term Loan Facility \| Subsequent event \| Forecast
Debt Instrument [Line Items]
Annual amortization percentage								0.0200
Revolving Credit Facilities
Debt Instrument [Line Items]
Amount outstanding							40,000,000		0
Remaining borrowing capacity							$ 48,500,000		$ 200,000,000.0
Commitment fee percentage							0.50%
Revolving Credit Facilities \| Class A Revolving Commitments
Debt Instrument [Line Items]
Aggregate principal amount				$ 30,000,000
Borrowing capacity reduction percentage				50.00%
Borrowing capacity additional reduction percentage				50.00%
Revolving Credit Facilities \| Class A Revolving Commitments \| Subsequent event
Debt Instrument [Line Items]
Commitment fee percentage		0.50%
Revolving Credit Facilities \| Class A Revolving Commitments \| Alternate Base Rate
Debt Instrument [Line Items]
Variable interest rate spread				5.50%
Revolving Credit Facilities \| Class A Revolving Commitments \| Alternate Base Rate \| Subsequent event \| Forecast
Debt Instrument [Line Items]
Variable interest rate spread	6.25%
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 A Revolving Commitments \| Adjusted Term SOFR
Debt Instrument [Line Items]
Variable interest rate spread				6.50%
Revolving Credit Facilities \| Class A Revolving Commitments \| Adjusted Term SOFR \| Subsequent event \| Forecast
Debt Instrument [Line Items]
Variable interest rate spread	7.25%
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%
Revolving Credit Facilities \| New Class A Revolving Commitments
Debt Instrument [Line Items]
Remaining borrowing capacity				$ 88,500,000
Revolving Credit Facilities \| New Class B Revolving Commitments
Debt Instrument [Line Items]
Remaining borrowing capacity				$ 23,000,000.0
Revolving Credit Facilities \| New Term Loan Facility \| Alternate Base Rate \| Subsequent event
Debt Instrument [Line Items]
Variable interest rate spread		6.50%
Revolving Credit Facilities \| New Term Loan Facility \| Base Rate \| Subsequent event
Debt Instrument [Line Items]
Variable interest rate spread		0.50%
Revolving Credit Facilities \| New Term Loan Facility \| Adjusted Term SOFR \| Subsequent event
Debt Instrument [Line Items]
Variable interest rate spread		7.50%
Revolving Credit Facilities \| Class A-1 Revolving Credit Facility \| Subsequent event
Debt Instrument [Line Items]
Aggregate principal amount		$ 35,000,000.0
Commitment fee percentage		1.00%
Revolving Credit Facilities \| Class A-1 Revolving Credit Facility \| Alternate Base Rate \| Subsequent event
Debt Instrument [Line Items]
Variable interest rate spread		6.50%
Revolving Credit Facilities \| Class A-1 Revolving Credit Facility \| Adjusted Term SOFR \| Subsequent event
Debt Instrument [Line Items]
Variable interest rate spread		7.50%

Stockholders' Equity - Narrative (Details)	1 Months Ended	3 Months Ended		9 Months Ended
Stockholders' Equity - Narrative (Details)	Jul. 31, 2020 vote $ / shares shares	Sep. 30, 2024 $ / shares shares	Sep. 30, 2023	Sep. 30, 2024 $ / shares shares	Sep. 30, 2023	Dec. 31, 2023 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares) \| shares	20,000,000	20,000,000		20,000,000		20,000,000
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		55.90%	57.50%	56.30%	58.50%
Continuing Equity Owners and permitted transferees
Class of Stock [Line Items]
Ratio between the number of shares of Class B common stock owned and the number of LLC Interests owned	1
GHH, LLC
Class of Stock [Line Items]
LLC Interests to newly issued Class A common stock, conversion ratio	1
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares	1,100,000,000	1,100,000,000		1,100,000,000		1,100,000,000
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	690,000,000	615,980,000		615,980,000		616,018,000
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

Description of Business and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Description of Business and Significant Accounting Policies	DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business GoHealth is a leading health insurance marketplace and Medicare-focused digital health company whose purpose is to compassionately ensure consumers’ peace of mind when making healthcare decisions so they can focus on living life. With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, the Company believes it is uniquely positioned as a trusted partner to the 65 million Medicare-eligible Americans, as well as the 11,000 Americans becoming eligible each day, as they navigate one of life's most important purchasing decisions. For many of these consumers, enrolling in a health insurance plan is confusing and difficult. Seemingly small differences between health plans may lead to significant out-of-pocket costs or lack of access to critical providers and medicines. GoHealth aims to simplify the process by offering education, comparison guidance, transparency and choice. This includes providing a large selection of leading health plan choices, advice informed by consumers’ specific needs, transparency of health plan benefits and fit, assistance accessing available government subsidies and a high-touch consumer care team. GoHealth partners with health plans across the nation that provide access to high-quality health plans across all 50 states and the District of Columbia. GoHealth primarily offers Medicare plans, including, but not limited to, Medicare Advantage, Medicare Supplement and prescription drug plans. Its proprietary technology platform leverages modern machine-learning algorithms, powered by over two decades of insurance purchasing behavior, to reimagine the process of matching a health plan to a consumer’s specific needs. GoHealth’s unbiased, technology-driven marketplace coupled with highly-skilled licensed agents has facilitated the enrollment of millions of consumers in Medicare plans since its inception. Health plan partners benefit from the GoHealth platform by gaining access to the large and rapidly growing Medicare-eligible population. The Company believes health plan partners utilize its large-scale data, technology and efficient marketing processes to maximize scale and reduce their cost of submission, compared to health plan partner-employed agent workforces. The Company believes its streamlined, consumer-centric Encompass operating model drives both high-quality enrollments and a strong consumer experience. Through its consumer-centric approach, GoHealth aims to be a trusted, high-quality enrollment partner for both consumers and health plan partners. Basis of Presentation and Significant Accounting Policies 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 GHH, 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. As a result, the Company consolidates GHH, LLC’s financial results in its Condensed Consolidated Financial Statements and reports non-controlling interests for the economic interest in GHH, LLC held by the Continuing Equity Owners. The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with 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 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 14, 2024. 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. “Consumer care and enrollment” on the Condensed Consolidated Statements of Operations, previously referred to as “customer care and enrollment” reflects a name change only 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, 2023, which were included in the Company’s 2023 Annual Report on Form 10-K. Business Combinations In accordance with ASC 805, Business Combinations (“ASC 805”), the Company accounts for all business combinations using the acquisition method of accounting. Under the acquisition method, the Company allocates the fair value of consideration transferred to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the fair value of consideration transferred over the fair value of the identified net assets acquired is recorded as goodwill. Conversely, a bargain purchase gain is recorded when the fair value of the identified net assets acquired exceeds the fair value of consideration transferred. Acquisition-related expenses are expensed as incurred. See Note 14, “Acquisitions” for additional information regarding the Company’s business combinations. 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 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 (“AEP”) occurs from October 15th to December 7th. As a result, and in general, the Company experiences an increase in the number of Submissions during the fourth quarter and an increase in expense related to the 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, Submissions are typically second-highest in the Company’s first quarter. The second and third quarters are known as special election periods, during which Submissions are typically lowest. A significant portion of the Company’s marketing and advertising expenses is driven by the number of health insurance applications submitted through GoHealth. Marketing and advertising expenses are generally higher in the fourth quarter during AEP, but because commissions from approved consumers are paid to the Company over time, operating cash flows could be adversely impacted by a substantial increase in marketing and advertising expenses as a result of a higher volume of Submissions during the fourth quarter or positively impacted by a substantial decline in marketing and advertising expenses as a result of lower volume of Submissions 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. The Company has one operating and reportable segment. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires companies to apply guidance in ASC 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination, and, thus, creates an exception to the general recognition and measurement principle in ASC 805. The Company adopted the standard on the required effective date beginning January 1, 2023 using a prospective transition method for business combinations occurring on or after the effective date. For more information about the Company’s acquisitions, refer to Note 14, “Acquisitions.” Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact on its related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 enhanced annual disclosures regarding the income tax rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 for public business entities and annual periods beginning after December 15, 2025 for all other entities. The Company is currently assessing the impact on its related disclosures.

Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Definite-lived Amortizable 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, 2024
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	357,829	$	138,171
Customer relationships	232,000		117,160		114,840
Total intangible assets subject to amortization	$	728,000	$	474,989	$	253,011
Indefinite-lived trade names					73,000
Total intangible assets					$	326,011


	Dec. 31, 2023
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	304,686	$	191,314
Customer relationships	232,000		99,760		132,240
Total intangible assets subject to amortization	$	728,000	$	404,446	$	323,554
Indefinite-lived trade names					73,000
Total intangible assets					$	396,554

Schedule of Indefinite-lived Intangible Trade Names


	Sep. 30, 2024
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	357,829	$	138,171
Customer relationships	232,000		117,160		114,840
Total intangible assets subject to amortization	$	728,000	$	474,989	$	253,011
Indefinite-lived trade names					73,000
Total intangible assets					$	326,011


	Dec. 31, 2023
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	304,686	$	191,314
Customer relationships	232,000		99,760		132,240
Total intangible assets subject to amortization	$	728,000	$	404,446	$	323,554
Indefinite-lived trade names					73,000
Total intangible assets					$	396,554

Schedule of Expected Amortization Expense Related to Intangible Assets

As of September 30, 2024, 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 2024	$	17,714	$	5,800	$	23,514
2025	70,857		23,200		94,057
2026	49,600		23,200		72,800
2027	—		23,200		23,200
2028	—		23,200		23,200
Thereafter	—		16,240		16,240
Total	$	138,171	$	114,840	$	253,011

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	RELATED PARTY TRANSACTIONS The Company is party to various lease agreements with 214 W Huron LLC, 220 W Huron Street Holdings LLC, 215 W Superior LLC and Wilson Tech 5, LLC, each of which is controlled by significant stockholders of the Company, to lease its former 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, 2024, the Company made aggregate lease payments of $1.3 million and $4.3 million, respectively. 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. The lease agreement with 214 W Huron LLC expired during the nine months ended September 30, 2024.

- 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
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule 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)	2024		2023		2024		2023
Medicare Revenue
Agency Revenue
Commission Revenue(1)	$	77,868	$	76,579	$	228,154	$	261,513
Partner Marketing and Other Revenue	14,408		21,300		47,926		71,619
Total Agency Revenue	92,276		97,879		276,080		333,132
Non-Agency Revenue	24,377		33,510		130,723		106,586
Total Medicare Revenue	116,653		131,389		406,803		439,718
Other Revenue
Non-Encompass BPO Services Revenue	—		—		—		9,322
Other Revenue	1,639		648		2,959		8,934
Total Other Revenue	1,639		648		2,959		18,256
Total Net Revenues	$	118,292	$	132,037	$	409,762	$	457,974

(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.

Schedule of Commissions Receivable Activity

Commissions receivable activity is summarized as follows:


	Nine months ended Sep. 30,
(in thousands)	2024		2023
Beginning balance	$	911,697	$	1,031,433
Commission revenue(1)	231,479		266,393
Cash receipts	(336,054)		(402,116)
Allowance for credit loss	77		43
Acquisition of business	$	90,525	$	—
Ending balance	$	897,724	$	895,753
Less: Commissions receivable - current	270,383		285,922
Commissions receivable - non-current	$	627,341	$	609,831

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

Schedule of Revenue by Major Customers by Reporting Segments

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


	Three months ended Sep. 30,				Nine months ended Sep. 30,
	2024		2023		2024		2023
Humana	31.7	%	44.1	%	23.6	%	40.6	%
United	25.9	%	19.8	%	20.5	%	20.2	%
Elevance Health	18.2	%	19.9	%	19.5	%	18.3	%
Centene	10.0	%	6.6	%	9.4	%	7.2	%
Aetna	6.3	%	5.8	%	20.8	%	5.8	%

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Allowance for doubtful accounts	$ 2	$ 27
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, shares issued (in shares)	50,000	50,000
Preferred stock, shares outstanding (in shares)	50,000	50,000
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)	50,000	50,000
Convertible preferred stock, shares issued (in shares)	50,000	50,000
Convertible preferred stock, shares outstanding (in shares)	50,000	50,000
Convertible preferred stock, liquidation preference	$ 53,700	$ 50,900
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,100,000,000	1,100,000,000
Common stock, shares issued (in shares)	10,440,000	9,823,000
Common stock, shares outstanding (in shares)	10,121,000	9,651,000
Treasury stock, at cost (in shares)	319,000	173,000
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	615,980,000	616,018,000
Common stock, shares issued (in shares)	12,775,000	12,814,000
Common stock, shares outstanding (in shares)	12,775,000	12,814,000
Series A-1 Convertible Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	200,000	200,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

Intangible Assets, Net

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

INTANGIBLE ASSETS, NET

Intangible Assets

Fourth Quarter 2023 Indefinite-Lived Intangible Asset Impairment Charges

In connection with its annual indefinite-lived impairment test performed as of November 30, 2023, the Company determined that the fair value of its indefinite-lived trade names no longer exceeded their carrying value. As a result, during the twelve months ended December 31, 2023, the Company recorded indefinite-lived intangible asset impairment charges of $10.0 million to write down the carrying value of the indefinite-lived trade names to their fair value of $73.0 million. Determination of fair value involves utilizing the relief-from-royalty under the income approach which contains significant estimates and assumptions including, among others, revenue projections as well as selecting appropriate royalty and discount rates, which are considered level 3 inputs in the fair value hierarchy. The indefinite-lived intangible asset impairment charge was a result of an increase in the discount rate driven by changes in forecast assumptions from the prior year. While the Company believes the judgments and assumptions are reasonable, different assumptions could change the estimated fair value and, therefore, additional impairments could be required. Weakening industry or economic trends, disruptions to the Company's business, changes in discount rate assumptions, unexpected significant changes or planned changes in the use of the assets or in the Company’s entity structure are all factors which may adversely impact the assumptions used in the valuation.

There was no impairment of intangible assets for the three and nine months ended September 30, 2024 and 2023.


	Sep. 30, 2024
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	357,829	$	138,171
Customer relationships	232,000		117,160		114,840
Total intangible assets subject to amortization	$	728,000	$	474,989	$	253,011
Indefinite-lived trade names					73,000
Total intangible assets					$	326,011


	Dec. 31, 2023
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	496,000	$	304,686	$	191,314
Customer relationships	232,000		99,760		132,240
Total intangible assets subject to amortization	$	728,000	$	404,446	$	323,554
Indefinite-lived trade names					73,000
Total intangible assets					$	396,554

As of September 30, 2024, 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 2024	$	17,714	$	5,800	$	23,514
2025	70,857		23,200		94,057
2026	49,600		23,200		72,800
2027	—		23,200		23,200
2028	—		23,200		23,200
Thereafter	—		16,240		16,240
Total	$	138,171	$	114,840	$	253,011

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

LEASES

The Company has entered into operating agreements with lease periods expiring between 2025 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)	2024		2023		2024		2023

Operating lease cost	1,859		1,831		5,806		5,879
Short-term lease cost(1)	9		14		46		47
Variable lease cost(2)	55		604		326		858

Sublease income	(689)		(396)		(1,865)		(1,181)
Total net lease expense	$	1,234	$	2,053	$	4,313	$	5,603

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

As of September 30, 2024, future minimum lease payments for operating leases consisted of the following:


(in thousands)	Operating Leases
Remainder of 2024	$	1,990
2025	9,357
2026	8,162
2027	8,260
2028	7,296
Thereafter	20,693
Total lease payments	$	55,758
Less: Imputed interest	(14,030)
Present value of lease liabilities	$	41,728

Supplemental cash flow information related to leases are as follows:


	Three months ended Sep. 30,				Nine months ended Sep. 30,
(in thousands)	2024		2023		2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,216	$	3,075	$	7,659	$	10,123


Non-cash activity:
Operating lease assets obtained in exchange for new lease obligations(1)	$	1,361	$	6,735	$	1,361	$	6,735

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


	Sep. 30,
	2024		2023
Weighted average remaining lease term	6.6 years		7.2 years


Weighted average discount rate	9.2	%	8.9	%

Long-Term Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

The Company’s debt consisted of the following:


(in thousands)	Sep. 30, 2024		Dec. 31, 2023
Term Loan Facilities	$	452,796	$	502,796
Revolving Credit Facilities	40,000		—
Less: Unamortized debt discount and issuance costs	(11,464)		(5,091)
Total debt	$	481,332	$	497,705
Less: Current portion of long-term debt	(65,000)		(75,000)
Total long-term debt	$	416,332	$	422,705

Future maturities of debt are $25.0 million of the Term Loan Facility due and payable during the fourth quarter of 2024, and $40.0 million of the Revolving Credit Facilities due and payable in 2025 upon maturity. The remaining balance of $416.3 million is subject to the Debt Refinancing described below.

Term Loan Facilities

During 2019, Norvax (the “Borrower”) entered into a first lien credit agreement (as amended from time to time, the “Credit Agreement”) which provided 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 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. The Company collectively refers to the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans as the “Term Loan Facilities.”

As of September 30, 2024, the Borrower had a principal amount of $99.5 million, $266.8 million and $86.5 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, 2023, the Borrower 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. Per Amendment No. 11 to the Credit Agreement (“Amendment No. 11”), as further described below, the Term Loan Facilities all bear interest at either (i) ABR plus 7.0% per annum or (ii) SOFR plus 8.0% per annum. Prior to August 31, 2024, the Term Loan Facilities all bore interest at either (i) ABR plus 6.5% per annum or (ii) SOFR plus 7.5% per annum. The effective interest rate of the Term Loan Facilities was 13.4% as of September 30, 2024 and 13.0% as of December 31, 2023.

On March 12, 2024, the Borrower entered into Amendment No. 11. Pursuant to Amendment No. 11, the Borrower repaid $50.0 million and $25.0 million in borrowings under the Term Loan Facilities in April 2024 and October 2024, respectively. The remaining unpaid balance on the Term Loan Facilities, together with all accrued and unpaid interest thereon, is subject to the Debt Refinancing described below.

Revolving Credit Facilities

In addition to the Term Loan Facilities, the Credit Agreement provides for senior secured revolving credit facilities (collectively, the “Revolving Credit Facilities”). Prior to Amendment No. 11, the Revolving Credit Facilities were separated into two classes of revolving commitments consisting of Class A Revolving Commitments in the amount of $30.0 million (the “Class A Revolving Commitments”) and Class B Revolving Commitments in the amount of $170.0 million (the “Class B Revolving Commitments”), each maturing on September 13, 2024. In connection with Amendment No. 11, each existing lender under the Class A Revolving Commitments and the Class B Revolving Commitments received the option to extend the maturity of their respective commitments through June 30, 2025. Under the terms of Amendment No. 11, the lenders consenting to the extension formed a new tranche of Class A Revolving Commitments (the “New Class A Revolving Commitments”) and the non-consenting lenders remain part of the existing Class B Revolving Commitments (the “Remaining Class B Revolving Commitments”). Each consenting lender received a 50.0% commitment reduction, resulting in a total of $88.5 million available to the Borrower under the New Class A Revolving Commitments, with $23.0 million remaining available to the Borrower under the Remaining Class B Revolving Commitments. The New Class A Revolving Commitments mature on June 30, 2025 and bear interest at either ABR plus 5.5% per annum or SOFR plus 6.5% per annum. Amendment No. 11 also provides that if the Borrower undertakes a securitization transaction prior to the maturity of the New Class A Revolving Commitments, the New Class A Revolving Commitments will further be reduced by 50.0%. Prior to maturing on September 13, 2024, the Remaining Class B Revolving Commitments bore interest at either ABR plus 3.0% per annum or SOFR plus 4.0% per annum. After the Remaining Class B Revolving Commitments matured on September 13, 2024, the Revolving Credit Facilities included solely the New Class A Revolving Commitments.

The Borrower had $40.0 million outstanding under the Revolving Credit Facilities as of September 30, 2024 and no amounts outstanding under the Revolving Credit Facilities as of December 31, 2023. The Revolving Credit Facilities have a remaining capacity of $48.5 million and $200.0 million in the aggregate as of September 30, 2024 and December 31, 2023, respectively. The Borrower is required to pay a commitment fee of 0.5% per annum under the Revolving Credit Facilities.

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. In addition, Amendment No. 11 amended the Credit Agreement to, among other things, modify the financial covenant testing to be based on a Net Cash Leverage Ratio, as defined in Amendment No. 11, for reporting periods from December 31, 2023 and onwards. The Company is in compliance with all covenants as of September 30, 2024.

Debt Refinancing

On November 4, 2024, Blizzard Midco, LLC (“Blizzard Midco”), the Borrower and certain of their subsidiaries, entered into an Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”), by and among Blizzard Midco, Borrower, each lender party thereto, Blue Owl Capital Corporation (the “Predecessor Agent”) and Blue Torch Finance, LLC in its capacities as the administrative agent and collateral agent (as successor in interest to the Predecessor Agent) (“Blue Torch”), which amended and restated the Credit Agreement (the “Amended and Restated Credit Agreement”).

The Amended and Restated Credit Agreement provides for a term loan facility in an aggregate principal amount of $475.0 million (the “New Term Loan Facility”), which full amount was borrowed by Borrower on November 4, 2024 (the “Effective Date”). The Amended and Restated Credit Agreement also provides for an additional revolving credit facility with a commitment amount of $35.0 million (the “Class A-1 Revolving Credit Facility”), which will be made available to the Borrower upon the termination of the existing Class A Revolving Commitments on or prior to June 30, 2025. The stated maturity date of the New Term Loan Facility is the five year anniversary of the Effective Date. The stated maturity date of the existing Class A Revolving Commitments is June 30, 2025 and the stated maturity date of the loans under the Class A-1 Revolving Credit Facility is November 4, 2029. The proceeds of the loans under the New Term Loan Facility (the “New Term Loans”) were used to repay and refinance existing indebtedness under the Amended and Restated Credit Agreement, to pay interest, fees and expenses related to the foregoing and to pay related transaction costs. The proceeds of any loans under the Class A-1 Revolving Credit Facility, once available,

may be used to repay Class A Revolving Loans that remain outstanding on the maturity date of the Class A Revolving Commitments, to finance working capital needs and for general corporate purposes.

Blizzard Midco, the Borrower and certain other subsidiaries of the Company are guarantors of the Borrower’s obligations under the Amended and Restated Credit Agreement. In addition, the obligations of the Borrower under the Amended and Restated Credit Agreement and the other loan documents delivered in connection therewith are secured by a first priority lien on substantially all of such guarantors’ assets, including a pledge of all of the equity interests of each of their respective subsidiaries, in each case, subject to customary exceptions and limitations.

Upon requesting a borrowing under the Amended and Restated Credit Agreement, the Borrower may elect for either an ABR Borrowing (as defined in the Amended and Restated Credit Agreement) or a SOFR Borrowing (as defined in the Amended and Restated Credit Agreement). The borrowings under the Amended and Restated Credit Agreement comprising each ABR Borrowing will bear interest at (i) ABR plus (ii) a rate per annum equal to (a) 6.50% for any loans under the New Term Loan Facility or the Class A-1 Revolving Credit Facility or (b) 5.50% for any loans under the Class A Revolving Commitments on and after the Amendment No. 11 Effective Date (as defined in the Credit Agreement) or 6.25% for any New Term Loan Facility or Class A-1 Revolving Loan on or after the Class A Revolving Facility Termination Date (as defined in the Amended and Restated Credit Agreement) (provided no event of default has occurred and is continuing).

The borrowings under the Amended and Restated Credit Agreement comprising each SOFR Borrowing (as defined in the Amended and Restated Credit Agreement) will bear interest at (i) Adjusted Term SOFR for the interest period in effect for such borrowing, plus (ii) a rate per annum equal to (a) 7.50% for any loans under the New Term Loan Facility or the Class A-1 Revolving Credit Facility or (b) 6.50% for any Class A Revolving Loan on and after the Amendment No. 11 Effective Date or 7.25% for any New Term Loan Facility or Class A-1 Revolving Loan on or after the Class A Revolving Facility Termination Date (provided no event of default has occurred and is continuing).

Beginning on March 31, 2025, principal payments equal to 2.00% of the outstanding principal balance per annum of the New Term Loans will be paid in equal quarterly installments.

Undrawn amounts under the Class A Revolving Commitment continue to accrue a commitment fee at a rate per annum of 0.50% and undrawn amounts under the Class A-1 Revolving Credit Facility will accrue a commitment fee at a rate per annum of 1.00%, which will begin to accrue upon the termination of the Class A Revolving Commitments, in each case, payable in arrears on the last day of March, June, September and December of each year during the term of the applicable facility. In addition, undrawn amounts under any letters of credit issued under the Class A Revolving Commitment accrue participation fees, as well as a fronting fee payable to each issuing bank and other customary issuance and administration fees.

The Amended and Restated Credit Agreement contains customary covenants that, among other things, restrict the ability of the Borrower and its subsidiaries to incur additional indebtedness, incur additional liens, merge into or consolidate or amalgamate with any other person, make investments or acquisitions, sell assets, make dividends, distributions or other restricted payments, enter into transactions with affiliates, change the nature of its business, make accounting changes, or amend organizational documents.

The events of default under the Amended and Restated Credit Agreement include, among others, payment defaults, material breaches of representations or warranties, breaches of covenants, defaults under the related loan documents, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, judgment defaults, certain events related to plans subject to the Employee Retirement Income Security Act of 1974, as amended, termination of or purported failure to create a valid and perfected lien on any material portion of collateral, cessation of any guarantees, change in control events and the extension by the Borrower of any loans under the Class A Revolving Commitments beyond June 30, 2025. The occurrence of an event of default could result in the termination of the lenders’ commitments, the acceleration of the Borrower’s obligations under the Amended and Restated Credit Agreement or the requirement to post cash collateral with respect to letters of credit.

In addition, the Amended and Restated Credit Agreement requires that the Borrower comply with certain financial maintenance covenants with respect to the Borrower’s Total Cash Leverage Ratio (as defined in the Amended and Restated Credit Agreement), Contract Asset Balance Coverage Ratio (as defined in the Amended and Restated Credit Agreement) and Liquidity (as defined in the Amended and Restated Credit Agreement).