10q10k10q10k.net

What changed in GoHealth, Inc.'s 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of GoHealth, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+343 added−319 removedSource: 10-K (2025-02-27) vs 10-K (2024-03-14)

Top changes in GoHealth, Inc.'s 2024 10-K

343 paragraphs added · 319 removed · 246 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

26 edited+10 added−7 removed100 unchanged
Biggest changeWe also use post-sale data from health plan partners to model how retention outcomes relate to consumer, marketing, and consumer journey attributes so that every piece of our technology can be further optimized to maximize consumer satisfaction and improve the sales process.
Biggest changeWe also use post-sale data from health plan partners to model how retention outcomes relate to consumer, marketing, and consumer journey attributes so that every piece of our technology can be further optimized to maximize consumer satisfaction and improve the sales process. • Monitoring: We have also developed several enabling and monitoring technologies to detect and automatically address anomalies and inefficiencies in our operations based on deviations from baseline norms, and to ensure that our GoHealth, Inc. 2024 Form 10-K 8 operations are fully compliant.
Our Platform The key components of our platform are: • Data-Driven, Omnichannel Marketing: Based on predictive consumer lead targeting and a high cadence of multivariate testing on consumer lead generation properties, our data-driven, omnichannel marketing drives increased impressions and qualified prospects with a target return on marketing spend. • Proprietary LeadScore Technology: LeadScore, one of our proprietary machine-learning technologies, is built on large-scale, end-to-end sales data, predicts the LTV and conversion probability of consumer leads, and is utilized to optimize routing of the consumer leads in real-time regardless of their source. • Sophisticated Matching Technology: Our proprietary qualified prospect distribution, routing, and priority queuing technology based on LeadScore and agent performance data models help us to optimally match qualified prospects to those agents best suited to help them achieve their objective. • The Marketplace: Our proprietary Marketplace technology features decision support tools and seamlessly integrates with health plan partner enterprise systems, empowering our highly skilled and trained agents to quickly and efficiently select the right health insurance plan for each consumer based on their specific needs and enroll them in those plans. • CARES Team: Our high-touch customer care team is focused on increasing consumer engagement with the GoHealth brand and helping consumers access their health plan benefits. • Scalable and Compliant Infrastructure: Our cloud infrastructure and compliance-by-design technology ensures scalability and compliance across our platform, essential in a highly regulated industry and crucial from a health plan partner perspective.
Our Platform The key components of our platform are: • Data-Driven, Omnichannel Marketing: Based on predictive consumer lead targeting and a high cadence of multivariate testing on consumer lead generation properties, our data-driven, omnichannel marketing drives increased impressions and qualified prospects with a target return on marketing spend. • Proprietary LeadScore Technology: LeadScore, one of our proprietary machine-learning technologies, is built on large-scale, end-to-end sales data, predicts the LTV and conversion probability of consumer leads, and is utilized to optimize routing of the consumer leads in real-time regardless of their source. • Sophisticated Matching Technology: Our proprietary qualified prospect distribution, routing, and priority queuing technology based on LeadScore and agent performance data models help us to optimally match qualified prospects to those agents best suited to help them achieve their objective. • The Marketplace: Our proprietary Marketplace technology features decision support tools and seamlessly integrates with health plan partner enterprise systems, empowering our highly skilled and trained agents to quickly and efficiently select the right health insurance plan for each consumer based on their specific needs and enroll them in those plans. • CARES Team: Our high-touch consumer care team is focused on increasing consumer engagement with the GoHealth brand and helping consumers access their health plan benefits. • Scalable and Compliant Infrastructure: Our cloud infrastructure and compliance-by-design technology ensures scalability and compliance across our platform, essential in a highly regulated industry and crucial from a health plan partner perspective.
We use LeadScore to make several decisions throughout the sales process about how to optimize the routing of the consumer lead and what agents or agencies are best suited to serve each consumer. • Contact Queuing: We utilize our Automated Call Routing system (“ACR”), a proprietary contact queue prioritized by LTV and throttled by an integrated monitor of agent capacity, to optimize outreach to our most valuable online consumer leads at a point in time when they can be connected to our agents with minimal wait time. • Outbound Contact and Qualification: Following ACR’s automated decision for consumer outreach, our automatic telephony system contacts the consumer and immediately places them on the phone with an agent, who gathers information to personalize the consumer’s sales experience, who we refer to as an Advocate.
We use LeadScore to make several decisions throughout the sales process about how to optimize the routing of the consumer lead and what agents or agencies are best suited to serve each consumer. • Contact Queuing: We utilize our Automated Call Routing system (“ACR”), a proprietary contact queue prioritized by LTV and throttled by an integrated monitor of agent capacity, to optimize outreach to our most valuable online consumer leads at a point in time when they can be connected to our agents with minimal wait time. • Outbound Contact and Qualification: Following ACR’s automated decision for consumer outreach, our automatic telephony system contacts the consumer and immediately places them on the phone with an agent, who gathers information to personalize the consumer’s sales experience, whom we refer to as an Advocate.
For many of these consumers, enrolling in a health insurance plan is confusing and difficult, and seemingly small differences between health plans may lead to significant out-of-pocket costs or lack of access to critical providers and medicines. We simplify the process by offering education, comparison guidance, transparency and choice.
For many of these consumers, enrolling in a health insurance plan is confusing and difficult, and seemingly small differences between health plans may lead to significant out-of-pocket costs or lack of access to critical providers and medicines. We aim to simplify the process by offering education, comparison guidance, transparency and choice.
The Cybersecurity Model Law adopted by the National Association of Insurance Commissioners (“NAIC”) is functionally similar to the NYDFS rule and is intended to establish the standards for data security and for the investigation and notification of data breaches applicable to insurance licensees in states adopting the law.
The Cybersecurity Model Law adopted by the National Association of Insurance Commissioners (“NAIC”) is functionally similar to the original NYDFS rule and is intended to establish the standards for data security and for the investigation and notification of data breaches applicable to insurance licensees in states adopting the law.
We will continue to use the strength of our purpose - keeping our consumers at the center of all we do - and our diverse and dedicated employees will continue to make a valued difference in the lives of the people we serve.
We will continue to use the strength of our purpose - keeping our consumers at the center of all we do - and our dedicated employees will continue to make a valued difference in the lives of the people we serve.
GoHealth, Inc. 2023 Form 10-K 5 • Activate: Consumers activate benefits in the first 90 days of their plan with the help of our Engage team, who provides personalized onboarding for each consumer. • Access: As consumers access their benefits throughout the year, our Engage team is on standby to answer key questions, enable plan usage, and monitor evolving consumer needs.
GoHealth, Inc. 2024 Form 10-K 5 • Activate: Consumers activate benefits in the first 90 days of their plan with the help of our Engage team, who provides personalized onboarding for each consumer. • Access: As consumers access their benefits throughout the year, our Engage team is on standby to answer key questions, enable plan usage, and monitor evolving consumer needs.
This growth in plan choices made education and assistance with plan selection more important for consumers and allows health plan partners to target specific Medicare Advantage plans with packages of benefits designed to be attractive to different segments of Medicare consumers. Marketplaces such as ours help educate consumers, and assist them in making informed plan choices.
This growth in plan choices makes education and assistance with plan selection more important for consumers and allows health plan partners to target specific Medicare Advantage plans with packages of benefits designed to be attractive to different segments of Medicare consumers. Marketplaces such as ours help educate consumers, and assist them in making informed plan choices.
Laws in all 50 states require businesses to provide notices to affected individuals whose personal information has been disclosed as a GoHealth, Inc. 2023 Form 10-K 9 result of a data breach, and certain states require notifications for data breaches involving individually identifiable health information.
Laws in all 50 states require businesses to provide notices to affected individuals whose personal information has been disclosed as a result of a data breach, and certain states require notifications for data breaches involving individually-identifiable health GoHealth, Inc. 2024 Form 10-K 9 information.
Our Health Plan Partner Relationships We maintain longstanding, deeply integrated relationships with several leading health plan partners in the U.S., who have some of the industry’s most widely recognizable brands. For the twelve months ended December 31, 2023, 2022, and 2021, the primary health plan partners that we served were Humana, United, Elevance and Aetna.
Our Health Plan Partner Relationships We maintain longstanding, deeply integrated relationships with several leading health plan partners in the U.S., who have some of the industry’s most widely recognizable brands. For the twelve months ended December 31, 2024, 2023, and 2022, the primary health plan partners that we served were United, Humana, Elevance, Aetna and Centene.
With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, we believe we are 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.
With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, we believe we are uniquely positioned as a trusted partner to the 67.0 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.
ITEM 1. BUSINESS Overview GoHealth is a leading health insurance marketplace and Medicare-focused digital health company whose purpose is to compassionately ensure peace of mind in consumers’ healthcare decisions so they can focus on living life.
ITEM 1. BUSINESS Overview 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.
Our focus is on Medicare products, which enables us to capitalize on: • Strong demographic trends, with Medicare enrollment expected to grow from approximately 63 million individuals in 2020 to just over 93 million individuals in 2060; • The increasing proportion of the Medicare-eligible population that is choosing commercial insurance solutions, with 51% of Medicare beneficiaries, or approximately 31 million people, enrolled in Medicare Advantage plans in 2023, up from 42% in 2020. • Health plan partners’ historic reliance on a traditional field agent driven sales process, which lacks transparency, choice and convenience.
Our focus is on Medicare products, which enables us to capitalize on: • Strong demographic trends, with Medicare enrollment expected to grow from approximately 63 million individuals in 2020 to just over 93 million individuals in 2060; • The increasing proportion of the Medicare-eligible population that is choosing commercial insurance solutions, with 54% of Medicare beneficiaries, or approximately 32.8 million people, enrolled in Medicare Advantage plans in 2024, up from 42% in 2020. • Health plan partners’ historic reliance on a traditional field agent driven sales process, which lacks transparency, choice and convenience.
These requirements are evolving, and states are beginning to adopt additional requirements, including California, where the California Consumer Privacy Act of 2018 (“CCPA”) took effect beginning January 1, 2020, and was revised by the California Privacy Rights Act, a ballot measure approved by California voters that became effective beginning January 1, 2023.
These requirements are evolving, and increasingly states are adopting additional privacy-related requirements, including California, where the California Consumer Privacy Act of 2018 (“CCPA”) took effect beginning January 1, 2020, and was revised by the California Privacy Rights Act, a ballot measure approved by California voters that became effective beginning January 1, 2023.
GoHealth, Inc. 2023 Form 10-K 10 Patents, Trademarks and Other Intellectual Property We rely on a combination of copyright, trademark and trade secret laws as well as confidentiality procedures and contractual provisions to protect our proprietary software, including Marketplace, and our brands. We have registered or applied to register certain of our trademarks in the U.S. and several other countries.
Patents, Trademarks and Other Intellectual Property We rely on a combination of copyright, trademark and trade secret laws as well as confidentiality procedures and contractual provisions to protect our proprietary software, including Marketplace, and our brands. We have registered or applied to register certain of our trademarks in the U.S. and several other countries.
Medicare enrollment is expected to increase from approximately 66 million individuals in 2023 to approximately 93 million individuals by 2060. This growth in Medicare enrollment will increase the numbers of qualified prospects for our marketing efforts. In addition to the growth in Medicare enrollment, the interest in Medicare-eligible consumers in private Medicare plans is expected to continue to increase.
Medicare enrollment is expected to increase from approximately 63 million individuals in 2020 to approximately 93 million individuals by 2060. This growth in Medicare enrollment will increase the numbers of qualified prospects for our marketing efforts. In addition to the growth in Medicare enrollment, we expect the interest of Medicare-eligible consumers in private Medicare plans will continue to increase.
The TCPA and other federal and state laws prohibit companies from making telemarketing calls to numbers listed in the Federal Do-Not-Call Registry and impose other obligations and limitations on making phone calls and sending text messages to consumers.
The TCPA and other federal and state GoHealth, Inc. 2024 Form 10-K 10 laws prohibit companies from making telemarketing calls to numbers listed in the Federal Do-Not-Call Registry and impose other obligations and limitations on making phone calls and sending text messages to consumers.
In 2023, approximately 31 million Medicare beneficiaries were enrolled in a Medicare Advantage plan, representing more than half, or 51%, of the eligible Medicare population. The Congressional Budget Office GoHealth, Inc. 2023 Form 10-K 6 projects that the share of Medicare beneficiaries enrolled in Medicare Advantage plans will rise to 62% by 2033.
In 2024, approximately 33 million Medicare beneficiaries were enrolled in a Medicare Advantage plan, GoHealth, Inc. 2024 Form 10-K 6 representing more than half, or 54%, of the eligible Medicare population. The Congressional Budget Office projects that the share of Medicare beneficiaries enrolled in Medicare Advantage plans will rise to 64% by 2034.
Finally, our Consent Manager system ensures the capture of GoHealth, Inc. 2023 Form 10-K 7 verifiable consent to call or text each consumer lead in compliance with the Telephone Consumer Protection Act (“TCPA”). • Lead Scoring: When consumers engage with us through the telephone or our website, our data systems capture attributes about the consumer, including the specific advertisement and channel that precipitated the consumer’s engagement.
GoHealth, Inc. 2024 Form 10-K 7 • Lead Scoring: When consumers engage with us through the telephone or our website, our data systems capture attributes about the consumer, including the specific advertisement and channel that precipitated the consumer’s engagement.
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 customer care team. We primarily offer Medicare plans, including, but not limited to, Medicare Advantage, Medicare Supplement and prescription drug plans.
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 that provide access to high-quality health plans across all 50 states and the District of Columbia.
We recognize and support the growth and development of our employees and offer opportunities to participate in internal as well as external learning programs. Available Information The U.S. Securities and Exchange Commission (“SEC”) maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC ( www.sec.gov ).
Securities and Exchange Commission (“SEC”) maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC ( www.sec.gov ).
Further, we have engineered our online lead generation forms that capture consumer leads to conduct high-volume testing of our consumer lead systems.
Further, we have engineered our online lead generation forms that capture consumer leads to conduct high-volume testing of our consumer lead systems. Finally, our Consent Manager system ensures the capture of verifiable consent to call or text each consumer lead in compliance with the Telephone Consumer Protection Act (“TCPA”).
Health plan partners benefit from our platform by gaining access to the large and rapidly growing Medicare-eligible population. We believe health plan partners utilize our 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.
We believe health plan partners utilize our 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. We believe our streamlined, consumer-centric Encompass operating model drives both high-quality enrollments and a strong consumer experience.
Our 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. Our unbiased, technology-driven marketplace coupled with highly skilled licensed agents has facilitated the enrollment of millions of consumers in Medicare plans since GoHealth’s inception.
We primarily offer Medicare plans, including, but not limited to, Medicare Advantage, Medicare Supplement and prescription drug plans. Our 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.
Human Capital Resources As of December 31, 2023, we employed 2,530 employees. We employed 2,469 people in the U.S. and 61 in Slovakia. During AEP, we typically hire additional full-time employees. None of our employees are represented by a labor union or are party to a collective bargaining agreement, and we have had no labor-related work stoppages.
Human Capital Resources As of December 31, 2024, we employed 2,261 employees. We employed 2,167 people in the U.S. and 94 people in Slovakia. During AEP, we typically hire additional full-time employees.
Digitally-enabled and technology-driven marketplaces like GoHealth's are disrupting this outdated approach. In 2022, only about one in three Medicare beneficiaries, regardless of coverage, used traditional insurance brokers or agents to choose a plan.
In 2022, only about one in three Medicare beneficiaries, regardless of coverage, used traditional insurance brokers or agents to choose a plan. • The increasing proportion of the Medicare-eligible population adopting digitally-enabled solutions, with 90% of adults ages 65 and older using the internet in 2024 compared to 57% in 2014.
Removed
Over the past year, we have evolved into a consumer-centric, market-leading solution, building on our culture of innovation. Our consumer-centric approach positions us to be a trusted, high-quality enrollment partner for both consumers and health plan partners. We have transitioned to our streamlined, standard Encompass operating model, which drives both high quality enrollments and a strong consumer experience.
Added
Our unbiased, technology-driven marketplace coupled with highly skilled licensed agents has facilitated the enrollment of millions of consumers in Medicare plans since our inception. Health plan partners benefit from our platform by gaining access to the large and rapidly growing Medicare-eligible population.
Removed
We partner with health plans across the nation that provide access to high quality plans across all 50 states.
Added
We strive to be a trusted, high-quality enrollment partner for both consumers and health plan partners.
Removed
Health plans owned by Humana, United, Elevance and Aetna accounted for approximately 28%, 20%, 19% and 17% respectively, of net revenues for the twelve months ended December 31, 2023, approximately 26%, 18%, 23% and 9%, respectively, of net revenues for the twelve months ended December 31, 2022 and approximately 28%, 16%, 22% and 9%, respectively, of net revenues for the twelve months ended December 31, 2021.
Added
Digitally-enabled and technology-driven marketplaces like GoHealth's are disrupting this outdated approach.
Removed
GoHealth, Inc. 2023 Form 10-K 8 • Monitoring: We have also developed several enabling and monitoring technologies to detect and automatically address anomalies and inefficiencies in our operations based on deviations from baseline norms, and to ensure that our operations are fully compliant.
Added
These New York cybersecurity requirements were amended again, effective November 1, 2023, to institute additional governance requirements, controls to prevent unauthorized access to information systems and slow the spread of attacks, more regular risk and vulnerability assessments, updated notification requirements and additional training standards.
Removed
We consider our employee relations to be good. Our diversity and inclusive environment are key drivers of our success. Our diverse teams positively impact our relationships with our consumers, health plan partners and the communities we serve.
Added
None of our employees are represented by a labor union or are GoHealth, Inc. 2024 Form 10-K 11 party to a collective bargaining agreement, and we have had no labor-related work stoppages. We consider our employee relations to be good. Our culture of belonging is a key driver to our success.
Removed
GoHealth, Inc. 2023 Form 10-K 11 We continue to strengthen our commitment to diversity, equity and inclusion (“DEI”) and have specifically implemented the following initiatives in 2023: • Required all employees to attend cultural training, a series of courses providing education and awareness specific to diversity, discrimination, harassment and emotional intelligence. • Refined our company purpose and values with the input of our employee population to reinforce our commitment to create an environment defined by I ntegrity, C ollaboration, A ccountability, R esilience, and E mpathy. • Hired a senior manager dedicated to our DEI initiatives to lead our Culture Committee made up of volunteers from various functions and levels of employment focused on enhancing employee engagement and ensuring a culture of belonging. • Established pillars of focus that guide our culture initiatives: ◦ Create a positive employee experience ◦ Aid in the physical and emotional health of our employees and our consumers ◦ Advance cultural education and awareness ◦ Foster community outreach ◦ Support our Employee Resource Groups (“ERGs”) to strengthen our culture of belonging • Established four ERGs: GoWISE (Women in Solidarity Empowered), GoBOLD (Black Originators, Leaders and Doers), GoWIT (Women in Technology) and GoPRIDE (LGBTQ+ community and allies).
Added
Creating and maintaining an environment where our employees feel appreciated for their talent and contributions enhances our ability to recruit and retain our best talent and to provide a work environment that allows all employees to perform at a high level. Our teams positively impact our relationships with our consumers, health plan partners and the communities we serve.
Removed
As of December 31, 2023, the breakdown of our global workforce by gender is as follows: Managerial Roles Non-Managerial Roles All Employees Female 155 1,247 1,402 Male 205 920 1,125 Not disclosed — 3 3 As of December 31, 2023, the breakdown of our global workforce by race is as follows: Managerial Roles All Employees Asian 24 97 Black or African American 92 874 Hispanic or Latino 31 375 Other (defined as American Indian, Alaska Native, Native Hawaiian or Other Pacific Islander, and Multiracial ethnicities) 16 147 White 197 1,087 Our success is also rooted in hiring passionate employees, including sales professionals, entrepreneurs, analysts, marketers, engineers, and more – all of whom believe in our mission.
Added
Our ICARE company values, defined as I ntegrity, C ollaboration, A ccountability, R esilience and E mpathy, drive our purpose. We regularly recognize employees who emulate these values. Our success is also rooted in hiring passionate employees, including sales professionals, entrepreneurs, analysts, marketers, engineers and more – all of whom believe in our mission.
Added
We recognize and support the growth and development of our employees and offer opportunities to participate in internal as well as external learning and engagement programs. We require employees to attend cultural training, consisting of a series of courses providing education and awareness specific to equal employment opportunity, discrimination, harassment and emotional intelligence.
Added
Additionally, we maintain a senior manager who leads our Culture Committee made up of volunteers from various functions and levels of employment focused on enhancing employee engagement and ensuring a culture of belonging.
Added
We invest in and promote our four Employee Resource Groups (“ERGs”): GoWISE (Women in Solidarity Empowered), GoBOLD (Black Originators, Leaders and Doers), GoWIT (Women in Technology) and GoPRIDE (LGBTQ+ community and allies). ERGs are open to employees of all cultures and backgrounds, and membership is not restricted to only those individuals who meet certain criteria. Available Information The U.S.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

119 edited+24 added−22 removed360 unchanged
Biggest changeWe evaluate goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter and whenever events or circumstances make it more likely than not that impairment may have occurred. Under current accounting rules, any determination that impairment has occurred would require us to record an impairment charge, which would adversely affect our earnings.
Biggest changeUnder current accounting rules, any determination that impairment has occurred would require us to record an impairment charge, which would adversely affect our earnings. An impairment of a significant portion of intangible assets could adversely affect our operating results and financial condition.
You may not be able to resell your shares at or above the price which you paid for them due to a number of factors included herein, including the following: • results of operations that vary from the expectations of securities analysts and investors; • results of operations that vary from those of our competitors; • changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors; • technology changes, changes in consumer behavior or changes in merchant relationships in our industry; • security breaches related to our systems or those of our merchants, affiliates or strategic partners; • changes in economic conditions for companies in our industry; • changes in market valuations of, or earnings and other announcements by, companies in our industry; • declines in the market prices of stocks generally, particularly those of global payment companies; • strategic actions by us or our competitors; • announcements by us, our competitors or our strategic partners of significant contracts, new products, acquisitions, joint marketing relationships, joint ventures, other strategic relationships, or capital commitments; • changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the consumer spending environment; • changes in business or regulatory conditions; • future sales of our Class A common stock or other securities; • investor perceptions of the investment opportunity associated with our Class A common stock relative to other investment alternatives; • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; • announcements relating to litigation or governmental investigations; • guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance; GoHealth, Inc. 2023 Form 10-K 38 • the development and sustainability of an active trading market for our stock; • changes in accounting principles; • global macroeconomic conditions, including inflation, labor shortages, supply chain shortages, or other economic, political or legal uncertainties or adverse developments; • political tensions resulting in economic instability, such as due to military activity or civil hostilities among Russia and Ukraine and the related response, including sanctions or other restrictive actions, by the U.S. and/or other countries; and • other events or factors, including those resulting from system failures and disruptions, natural disasters, war, acts of terrorism, an outbreak of highly infectious or contagious diseases, such as COVID-19, or responses to these events.
You may not be able to resell your shares at or above the price which you paid for them due to a number of factors included herein, including the following: • results of operations that vary from the expectations of securities analysts and investors; • results of operations that vary from those of our competitors; • changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors; • technology changes, changes in consumer behavior or changes in merchant relationships in our industry; • security breaches related to our systems or those of our merchants, affiliates or strategic partners; • changes in economic conditions for companies in our industry; • changes in market valuations of, or earnings and other announcements by, companies in our industry; • declines in the market prices of stocks generally, particularly those of global payment companies; • strategic actions by us or our competitors; • announcements by us, our competitors or our strategic partners of significant contracts, new products, acquisitions, joint marketing relationships, joint ventures, other strategic relationships, or capital commitments; • changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the consumer spending environment; • changes in business or regulatory conditions; • future sales of our Class A common stock or other securities; • investor perceptions of the investment opportunity associated with our Class A common stock relative to other investment alternatives; GoHealth, Inc. 2024 Form 10-K 39 • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; • announcements relating to litigation or governmental investigations; • guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance; • the development and sustainability of an active trading market for our stock; • changes in accounting principles; • global macroeconomic conditions, including inflation, labor shortages, supply chain shortages, or other economic, political or legal uncertainties or adverse developments; • political tensions resulting in economic instability, such as due to military activity or civil hostilities among Russia and Ukraine and the related response, including sanctions or other restrictive actions, by the U.S. and/or other countries; and • other events or factors, including those resulting from system failures and disruptions, natural disasters, war, acts of terrorism, an outbreak of highly infectious or contagious diseases, such as COVID-19, or responses to these events.
Without qualified individuals to serve in consumer facing roles, we may produce less revenue, which could have a material adverse effect on our business, operating results and financial condition. Retaining tenured agents has a direct impact on our operating efficiency and, correspondingly, our financial results. We have implemented a work from home program for our agents.
Without qualified individuals to serve in consumer facing roles, we may produce less revenue, which could have a material adverse effect on our business, operating results and financial condition. Retaining tenured agents has a direct impact on our operating efficiency and, correspondingly, our financial results. We have a work from home program for our agents.
To the extent we do not effectively address capacity constraints, either through our Hosting Providers or alternative providers of cloud infrastructure, our business, results of operations and financial condition may be adversely affected. In addition, any changes in service levels from our Hosting Providers may adversely affect our ability to meet our consumers’ requirements.
To the extent we do not effectively address capacity constraints, either through our Hosting Provider or alternative providers of cloud infrastructure, our business, results of operations and financial condition may be adversely affected. In addition, any changes in service levels from our Hosting Provider may adversely affect our ability to meet our consumers’ requirements.
LTVs are estimates based on a number of assumptions, which include, but are not limited to, estimates of the conversion rates of commissionable Submissions into effectuated policies, forecasted average plan duration and forecasted commission rates we expect to receive per approved consumer’s plan.
LTVs are estimates based on a number of assumptions, which include, but are not limited to, estimates of the conversion rates of commissionable Submissions into effectuated policies, forecasted average plan duration and forecasted commission rates we expect to receive per each approved consumer’s plan.
Even if our ability to use the services is restored and delays are resolved following the end of the government shutdown, the shutdown-related delays and technology access issues may lead to shifts in consumer behavior.
Even if our ability to use the services is restored and delays are resolved following the end of a government shutdown, the shutdown-related delays and technology access issues may lead to shifts in consumer behavior.
Although we expect that we could receive similar services from other third parties, if any of our arrangements with our Hosting Providers are terminated, we could experience interruptions on our platform and in our ability to make our products available to consumers, as well as delays and additional expenses (including research and development expenses) in arranging alternative cloud infrastructure services.
Although we expect that we could receive similar services from other third parties, if any of our arrangements with our Hosting Provider are terminated, we could experience interruptions on our platform and in our ability to make our products available to consumers, as well as delays and additional expenses (including research and development expenses) in arranging alternative cloud infrastructure services.
In order to remain competitive against current and potential competitors, we must operate effectively and efficiently, continue to develop and improve our services and offerings and enhance our platform and system offerings. If we cannot successfully navigate this intense competitive market, it may negatively impact our business, operating results and financial condition.
In order to remain competitive against current and potential competitors, we must operate effectively and efficiently, continue to develop and improve our services and offerings and enhance our platform and system offerings. If we cannot successfully navigate this intensely competitive market, it may negatively impact our business, operating results and financial condition.
Acquisitions could require significant capital infusions and could involve many risks, including the following: • an acquisition may negatively impact our results of operations because it will require us to incur transaction expenses, and after the transaction, may require us to incur charges and substantial debt or liabilities, may require the amortization, write down or impairment of amounts related to goodwill and other intangible assets, or may cause adverse tax consequences or substantial depreciation charges; • an acquisition undertaken for strategic business purposes may negatively impact our results of operations; • we may encounter difficulties in assimilating and integrating the business, technologies, products, personnel or operations of companies that we acquire, particularly if key personnel of the acquired company decide not to work for us; • an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management; • we may be required to implement or improve internal controls, procedures and policies appropriate for a public company at a business that prior to the acquisition lacked these controls, procedures and policies; • the acquired businesses may have unexpected liabilities that we will be forced to assume; • the acquired businesses, products or technologies may not generate sufficient revenue to offset acquisition costs or to maintain our financial results; and • acquisitions may involve the entry into geographic or business markets in which we have little or no prior experience, such as our acquisition of Creatix, which had operations in Slovakia.
Acquisitions could require significant capital infusions and could involve many risks, including the following: • an acquisition may negatively impact our results of operations because it will require us to incur transaction expenses, and after the transaction, may require us to incur charges and substantial debt or liabilities, may require the amortization, write down or impairment of amounts related to goodwill and other intangible assets, or may cause adverse tax consequences or substantial depreciation charges; GoHealth, Inc. 2024 Form 10-K 27 • an acquisition undertaken for strategic business purposes may negatively impact our results of operations; • we may encounter difficulties in assimilating and integrating the business, technologies, products, personnel or operations of companies that we acquire, particularly if key personnel of the acquired company decide not to work for us; • an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management; • we may be required to implement or improve internal controls, procedures and policies appropriate for a public company at a business that prior to the acquisition lacked these controls, procedures and policies; • the acquired businesses may have unexpected liabilities that we will be forced to assume; • the acquired businesses, products or technologies may not generate sufficient revenue to offset acquisition costs or to maintain our financial results; and • acquisitions may involve the entry into geographic or business markets in which we have little or no prior experience, such as our acquisition of Creatix, which had operations in Slovakia.
The enrollment of consumers on our platform requires significant upfront expenses, including marketing and advertising expenses and customer care and enrollment expenses, in order to generate qualified prospects, educate and enroll those consumers in our products and plans, and submit completed applications to health plan partners.
The enrollment of consumers on our platform requires significant upfront expenses, including marketing and advertising expenses and consumer care and enrollment expenses, in order to generate qualified prospects, educate and enroll those consumers in our products and plans, and submit completed applications to health plan partners.
If we fail to manage future growth effectively, our business, operating results and financial condition would be harmed. We have expanded our operations significantly and anticipate that further expansion will be required in order for us to grow our business.
General Risks If we fail to manage future growth effectively, our business, operating results and financial condition would be harmed. We have expanded our operations significantly and anticipate that further expansion will be required in order for us to grow our business.
These provisions provide for, among other things: • a classified board of directors with staggered three-year terms; • the ability of our board of directors to issue one or more series of preferred stock; • advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; • certain limitations on convening special stockholder meetings; • no cumulative voting in the election of directors; • subject to the rights of the holders of any preferred stock and the terms of the Stockholders Agreement, the number of directors shall be determined exclusively by a majority of the whole board or directors; • the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66 2/3% of the voting power represented by our then-outstanding common stock (other than directors appointed pursuant to the Stockholders Agreement, who may be removed with or without cause in accordance with the terms of the Stockholders Agreement); GoHealth, Inc. 2023 Form 10-K 35 • at any time when Centerbridge beneficially owns, in the aggregate, less than 40% of the voting power entitled to vote generally in the election of our directors, that stockholders may not act by written consent; and • at any time when Centerbridge beneficially owns, in the aggregate, less than 40% of the voting power entitled to vote generally in the election of our directors, that certain provisions of our amended and restated certificate of incorporation may be amended only by the affirmative vote of at least 66 2/3% of the voting power represented by our then-outstanding common stock.
These provisions provide for, among other things: • a classified board of directors with staggered three-year terms; • the ability of our board of directors to issue one or more series of preferred stock; • advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; • certain limitations on convening special stockholder meetings; • no cumulative voting in the election of directors; • subject to the rights of the holders of any preferred stock and the terms of the Stockholders Agreement, the number of directors shall be determined exclusively by a majority of the whole board or directors; • the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66 2/3% of the voting power represented by our then-outstanding common stock (other than directors appointed pursuant to the Stockholders Agreement, who may be removed with or without cause in accordance with the terms of the Stockholders Agreement); • at any time when Centerbridge beneficially owns, in the aggregate, less than 40% of the voting power entitled to vote generally in the election of our directors, that stockholders may not act by written consent; and • at any time when Centerbridge beneficially owns, in the aggregate, less than 40% of the voting power entitled to vote generally in the election of our directors, that certain provisions of our amended and restated certificate of incorporation may be amended only by the affirmative vote of at least 66 2/3% of the voting power represented by our then-outstanding common stock.
The TRA provides for the payment by us to the Continuing Equity Owners and the Blocker Shareholders of 85% of the amount of tax benefits, if any, GoHealth, Inc. 2023 Form 10-K 33 that we actually realize, or in some circumstances are deemed to realize, as a result of (1) GoHealth, Inc.’s allocable share of existing tax basis acquired in connection with the Transactions (including the Blocker Company’s share of existing tax basis) and increases to such allocable share of existing tax basis; (2) the increases in our share of the tax basis of assets of GHH, LLC resulting from (a) the purchase of LLC Interests directly from GHH, LLC and, the partial redemption of LLC Interests by GHH, LLC (b) any future redemptions or exchanges of LLC Interests from the Continuing Equity Owners and (c) certain distributions (or deemed distributions) by GHH, LLC; and (3) certain other tax benefits arising from payments under the TRA.
The TRA provides for the payment by us to the Continuing Equity Owners and the Blocker Shareholders of 85% of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (1) GoHealth, Inc.’s allocable share of existing tax basis acquired in connection with the Transactions (including the Blocker Company’s share of existing tax basis) and increases to such allocable share of existing tax basis; (2) the increases in our share of the tax basis of assets of GHH, LLC resulting from (a) the purchase of LLC Interests directly from GHH, LLC and, the partial redemption of LLC Interests by GHH, LLC (b) any future redemptions or exchanges of LLC Interests from the Continuing Equity Owners and (c) certain distributions (or deemed distributions) by GHH, LLC; and (3) certain other tax benefits arising from payments under the TRA.
If these failures or interruptions occurred during the Medicare annual enrollment period or during the open enrollment period under healthcare reform, the negative impact on us would be particularly pronounced. We rely in part upon third-party vendors, including data center and bandwidth providers, to operate our technology platform.
If these failures or interruptions occurred during the Medicare annual enrollment period or during the open enrollment period under healthcare reform, the negative impact on us would be particularly pronounced. We rely in part upon third-party vendors, including telephony and bandwidth providers, to operate our technology platform.
In addition, any financial difficulties, such as bankruptcy, faced by our third-party data centers, operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict.
In addition, any financial difficulties, such as bankruptcy, faced by our third-party vendors, operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict.
The U.S. government has indicated that it is focused on FCPA enforcement, which may increase the risk that we become the subject of such actual or threatened enforcement. As such, a violation of the FCPA or other applicable regulations could have a material adverse effect on our business.
In recent years, the U.S. government has indicated that it is focused on FCPA enforcement, which may increase the risk that we become the subject of such actual or threatened enforcement. As such, a violation of the FCPA or other applicable regulations could have a material adverse effect on our business.
In addition, if our security, or that of one of our Hosting Providers, is compromised, our platform or products are unavailable or our users are unable to use our products within a reasonable amount of time or at all, then our business, results of operations and financial condition could be adversely affected.
In addition, if our security, or that of our Hosting Provider, is compromised, our platform or products are unavailable or our users are unable to use our products within a reasonable amount of time or at all, then our business, results of operations and financial condition could be adversely affected.
Due to potential changes in CMS guidance, enforcement, interpretation, or as a result of new laws, regulations and guidelines, CMS, state departments of insurance or health plan partners may object to or not approve aspects of our online platforms or marketing materials and processes and determine that certain existing aspects of our Medicare-related business are not in compliance with the applicable laws, regulations and guidance.
Due to potential changes in CMS guidance, enforcement, interpretation, changes in CMS leadership by the new presidential administration, or as a result of new laws, regulations and guidelines, CMS, state departments of insurance or health plan partners may object to or not approve aspects of our online platforms or marketing materials and processes and determine that certain existing aspects of our Medicare-related business are not in compliance with the applicable laws, regulations and guidance.
Like the federal Anti-Kickback Statute, a person or entity need not have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; • the CAN-SPAM Act, which regulates commercial e-mail messages and specifies penalties for the transmission of commercial e-mail messages that do not comply with certain requirements, such as providing an opt-out mechanism for stopping future e-mails from senders; • TCPA, which prohibits us from using an automatic telephone dialing system to make certain telephone calls or transmit text messages to wireless telephone numbers without prior express consent or without consulting the FTC’s national “Do Not Call” registry.
Like the federal Anti-Kickback Statute, a person or entity need not have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; • the CAN-SPAM Act, which regulates commercial e-mail messages and specifies penalties for the transmission of commercial e-mail messages that do not comply with certain requirements, such as providing an opt-out mechanism for stopping future e-mails from senders; GoHealth, Inc. 2024 Form 10-K 16 • TCPA, which prohibits us from using an automatic telephone dialing system to make certain telephone calls or transmit text messages to wireless telephone numbers without prior express consent or without consulting the FTC’s national “Do Not Call” registry.
We note that our ability to conduct security audits on our Hosting Providers is limited; therefore, we rely heavily on third-party security reviews, such as the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”) assessments. Our contracts do not contain strong indemnification terms in our favor.
We note that our ability to conduct security audits on our Hosting Provider is limited; therefore, we rely heavily on third-party security reviews, such as the Statement on Standards for Attestation Engagements No. 16 assessments. Our contracts do not contain strong indemnification terms in our favor.
If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of management from our business regardless of the outcome of such litigation. GoHealth, Inc. 2023 Form 10-K 39 ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of management from our business regardless of the outcome of such litigation. GoHealth, Inc. 2024 Form 10-K 40 ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
For example, a rapid expansion of our business could affect the service levels at our data centers or cause such data centers and systems to fail. Any system failure or service level reduction that causes an interruption to, or decreases the responsiveness of, our services would impair our revenue-generating capabilities and damage our reputation.
For example, a rapid expansion of our business could affect the service levels at our telephony and bandwidth providers or cause such providers and systems to fail. Any system failure or service level reduction that causes an interruption to, or decreases the responsiveness of, our services would impair our revenue-generating capabilities and damage our reputation.
We cannot guarantee that our facilities and systems, and those of our third-party service providers, will be free from security breaches, cyber-attacks, acts of vandalism, computer viruses, malware, ransomware, denial-of-service attacks, misplaced or lost data, programming and/or human errors or other similar events, and we are required to expend significant amounts and other resources to protect against security breaches or to alleviate problems caused by security breaches and other threats to our information technology systems.
We cannot guarantee that our facilities and systems, and those of our third-party service providers, will be free from security breaches, cyber-attacks, acts of vandalism, GoHealth, Inc. 2024 Form 10-K 29 computer viruses, malware, ransomware, denial-of-service attacks, misplaced or lost data, programming and/or human errors or other similar events, and we are required to expend significant amounts and other resources to protect against security breaches or to alleviate problems caused by security breaches and other threats to our information technology systems.
Risks Related to the Ownership of our Class A Common Stock The Founders and Centerbridge have significant influence over us, including control over decisions that require the approval of stockholders. As of December 31, 2023, the Founders and Centerbridge control, in the aggregate, approximately 71% of the voting power represented by all our outstanding classes of stock.
Risks Related to the Ownership of our Class A Common Stock The Founders and Centerbridge have significant influence over us, including control over decisions that require the approval of stockholders. As of December 31, 2024, the Founders and Centerbridge control, in the aggregate, approximately 69.4% of the voting power represented by all our outstanding classes of stock.
If we are unsuccessful in our defense in these litigation matters or any other legal proceeding, we may be forced to pay damages, fines or penalties, including revocation of our licenses to sell insurance, may be required to enter into consent decrees, stop offering our services or change GoHealth, Inc. 2023 Form 10-K 37 our business practices, or may lose our relationships with health plan partners, any of which could adversely affect our business, financial condition or results of operations.
If we are unsuccessful in our defense in these litigation matters or any other legal proceeding, we may be forced to pay damages, fines or penalties, including revocation of our licenses to sell insurance, may be required to enter into consent decrees, stop offering our services or change our business practices, or may lose our relationships with health plan partners, any of which could adversely affect our business, financial condition or results of operations.
The substantial majority of the services we use from our Hosting Providers are for cloud-based server capacity and managed colocation services. We access our Hosting Providers’ infrastructure through standard Internet connectivity. Our Hosting Providers provide us with computing and storage capacity, network capacity, managed colocation space, and leased computing hardware pursuant to agreements that continue until terminated by either party.
The substantial majority of the services we use from our Hosting Provider are for cloud-based server capacity and managed colocation services. We access our Hosting Provider’s infrastructure through standard Internet connectivity. Our Hosting Provider provides us with computing and storage capacity, network capacity, managed colocation space, and leased computing hardware pursuant to agreements that continue until terminated by either party.
As a result, the Founders and Centerbridge exercise significant influence over all matters requiring stockholder approval, including the election and removal of directors and the size of our board, any amendment of our amended and restated certificate of incorporation or bylaws and any approval of significant corporate transactions (including a sale of all or substantially all of our assets), and will continue to have significant control over our GoHealth, Inc. 2023 Form 10-K 34 business, affairs and policies, including the appointment of our management.
As a result, the Founders and Centerbridge exercise significant influence over all matters requiring stockholder approval, including the election and removal of directors and the size of our board, any amendment of our amended and restated certificate of incorporation or bylaws and any approval of significant corporate transactions (including a sale of all or substantially all of our assets), and will continue to have significant control over our business, affairs and policies, including the appointment of our management.
We rely upon third parties to operate our Marketplace technology and any disruption of or interference with our use of such third-party providers would adversely affect our business, results of operations and financial condition. We outsource our hosting infrastructure to Amazon Web Services and Rackspace (together, our “Hosting Providers”), which host our Marketplace technology.
We rely upon third parties to operate our Marketplace technology and any disruption of or interference with our use of such third-party providers would adversely affect our business, results of operations and financial condition. We outsource our hosting infrastructure to Amazon Web Services (our “Hosting Provider”), which hosts our Marketplace technology.
Because the Medicare products we sell are sourced from a relatively small number of health plan partners, if we lose the ability to market one of those health plan partners’ Medicare GoHealth, Inc. 2023 Form 10-K 22 plans, even temporarily, or if one of those health plan partners loses its Medicare product membership, our business, operating results and financial condition could be harmed.
Because the Medicare products we sell are sourced from a relatively small number of health plan partners, if we lose the ability to market one of those health plan partners’ Medicare plans, even temporarily, or if one of those health plan partners loses its Medicare product membership, our business, operating results and financial condition could be harmed.
In addition, each employee who transacts health insurance business on our behalf must maintain a valid license in one or more states. Because we do business in all 50 states and the District of Columbia, compliance with health insurance-related laws, rules and regulations is difficult and imposes significant costs on our business.
In addition, each employee who transacts health insurance business on our behalf must maintain a valid license in one or more states. Because GoHealth, Inc. 2024 Form 10-K 15 we do business in all 50 states and the District of Columbia, compliance with health insurance-related laws, rules and regulations is difficult and imposes significant costs on our business.
GoHealth, Inc. 2023 Form 10-K 18 Commission rates are also a factor in estimating our LTVs, which are impacted by a variety of factors, including the particular health insurance plans chosen by our consumers, the health plan partners offering those plans, our consumers’ states of residence, the laws and regulations in those jurisdictions, the average premiums of plans purchased through us and healthcare reform.
Commission rates are also a factor in estimating our LTVs, which are impacted by a variety of factors, including the particular health insurance plans chosen by our consumers, the health plan partners offering those plans, our consumers’ states of residence, the laws and regulations in those jurisdictions, the average premiums of plans purchased through us and healthcare reform.
The success of our relationship with each marketing company is dependent on a number of factors, including but not limited to: the continued positive market presence, reputation and growth of the marketing company, the effectiveness of the marketing company’s advertisements, the compliance of each marketing company with applicable laws, GoHealth, Inc. 2023 Form 10-K 23 regulations and guidelines and the contractual terms we negotiate with the marketing company, including the marketing fees we agree to pay.
The success of our relationship with each marketing company is dependent on a number of factors, including but not limited to: the continued positive market presence, reputation and growth of the marketing company, the effectiveness of the marketing company’s advertisements, the compliance of each marketing company with applicable laws, regulations and guidelines and the contractual terms we negotiate with the marketing company, including the marketing fees we agree to pay.
These types of claims could be time-consuming and expensive to defend, could divert our management’s attention and other resources, and could cause a loss of confidence in our services. As a result, whether or not we are able to successfully resolve these claims, they could harm our business, operating results and financial condition.
These types of claims could be time-consuming and expensive to defend, could divert our management’s attention and other resources, and could cause a loss of confidence in our services. As a result, whether or not we are able to successfully GoHealth, Inc. 2024 Form 10-K 26 resolve these claims, they could harm our business, operating results and financial condition.
Consumers and agents must have the ability to access our Marketplace technology at any time, without interruption or degradation of performance. Our Hosting Providers run their own infrastructure upon which our Marketplace technology and products depend, and we are, therefore, vulnerable to service interruptions at each Hosting Provider.
Consumers and agents must have the ability to access our Marketplace technology at any time, without interruption or degradation of performance. Our Hosting Provider runs its own infrastructure upon which our Marketplace technology and products depend, and we are, therefore, vulnerable to service interruptions to our Hosting Provider.
Due to the enactment of the HITECH Act, we are not able to predict the extent of the impact such incidents may have on our business. Our failure to comply may result in criminal and civil liability especially because the potential for enforcement action against business associates is now greater.
Due to the enactment of the HITECH Act, we are not able to predict the extent of the impact such incidents may have on our business. Our failure to comply may result in criminal and civil liability especially because the potential for enforcement action GoHealth, Inc. 2024 Form 10-K 17 against business associates is now greater.
Accordingly, we incur income taxes on our allocable share of any net taxable income of GHH, LLC. Under the terms of the GoHealth, Inc. 2023 Form 10-K 32 GHH, LLC Agreement, GHH, LLC is obligated, subject to various limitations and restrictions, including with respect to our debt agreements, to make tax distributions to holders of LLC Interests, including us.
Accordingly, we incur income taxes on our allocable share of any net taxable income of GHH, LLC. Under the terms of the GHH, LLC Agreement, GHH, LLC is obligated, subject to various limitations and restrictions, including with respect to our debt agreements, to make tax distributions to holders of LLC Interests, including us.
Similarly, the Massachusetts data protection law and the GoHealth, Inc. 2023 Form 10-K 17 New York Stop Hacks and Improve Data Security Act (“SHIELD Act”) both require companies to implement a written information security program that contains appropriate administrative, technical, and physical safeguards as defined in the respective statute.
Similarly, the Massachusetts data protection law and the New York Stop Hacks and Improve Data Security Act (“SHIELD Act”) both require companies to implement a written information security program that contains appropriate administrative, technical, and physical safeguards as defined in the respective statute.
GoHealth, Inc. 2023 Form 10-K 30 In addition, we use open-source software in connection with our proprietary software and expect to continue to use open-source software in the future. Some open-source licenses, commonly referred to as “copyleft” licenses, require licensors to provide source code to licensees upon request, or prohibit licensors from charging a fee to licensees.
In addition, we use open-source software in connection with our proprietary software and expect to continue to use open-source software in the future. Some open-source licenses, commonly referred to as “copyleft” licenses, require licensors to provide source code to licensees upon request, or prohibit licensors from charging a fee to licensees.
As such, we qualify for, and rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or to perform annual performance evaluations of the nominating and corporate governance and compensation committees.
As such, we qualify for, and rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our GoHealth, Inc. 2024 Form 10-K 35 board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or to perform annual performance evaluations of the nominating and corporate governance and compensation committees.
In October 2017, the NAIC adopted the Insurance Data Security Model Law (“Cybersecurity Model Law”), which is intended to establish the standards for data security and for the investigation and notification of data breaches applicable to insurance licensees in states adopting such law.
In October 2017, the NAIC adopted the Insurance Data Security Model Law (“Cybersecurity Model Law”), which is intended to establish the standards for data security and for the investigation and notification of data breaches applicable to insurance licensees in states adopting such law. To date, the Cybersecurity Model Law has been adopted by 26 states.
System failures or capacity constraints could harm our business, financial condition and operating results. GoHealth, Inc. 2023 Form 10-K 20 The performance, reliability and availability of our technology platform and underlying network infrastructures are critical to our financial results, our brand and our relationship with consumers, marketing partners and health plan partners.
System failures or capacity constraints could harm our business, financial condition and operating results. The performance, reliability and availability of our technology platform and underlying network infrastructures are critical to our financial results, our brand and our relationship with consumers, marketing partners and health plan partners.
Our disaster recovery program contemplates transitioning our platform and products to our backup center in the event of a catastrophe, but we have not yet fully tested the procedure, and our platform and products GoHealth, Inc. 2023 Form 10-K 21 may be unavailable, in whole or in part, during any transition procedure.
Our disaster recovery program contemplates transitioning our platform and products to our backup center in the event of a catastrophe, but we have not yet fully tested the procedure, and our platform and products may be unavailable, in whole or in part, during any transition procedure.
These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, any of which would have a negative effect on our business and results of operations.
These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, GoHealth, Inc. 2024 Form 10-K 30 any of which would have a negative effect on our business and results of operations.
You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including our Consolidated Financial Statements and the related Notes, before deciding to invest in our Class A common stock.
ITEM 1A. RISK FACTORS Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including our Consolidated Financial Statements and the related Notes, before deciding to invest in our Class A common stock.
In addition, these claims against us may produce negative publicity that could hurt our reputation and business and adversely affect our ability to retain business, find new consumers to sell products to or secure new business with other health plan partners.
In addition, these claims against us may produce negative GoHealth, Inc. 2024 Form 10-K 12 publicity that could hurt our reputation and business and adversely affect our ability to retain business, find new consumers to sell products to or secure new business with other health plan partners.
The impairment of a significant portion of these assets would negatively affect our financial condition or results of operations. A significant portion of our total assets consists of intangible assets. Intangible assets accounted for approximately 26.4% of total assets on our balance sheet as of December 31, 2023.
The impairment of a significant portion of these assets would negatively affect our financial condition or results of operations. A significant portion of our total assets consists of intangible assets. Intangible assets accounted for approximately 20.3% of total assets on our balance sheet as of December 31, 2024.
We will not be reimbursed for any payments made to the Continuing Equity Owners and the Blocker Shareholders under the TRA in the event that any tax benefits are disallowed. Payments under the TRA will be based on the tax reporting positions that we determine, and the U.S.
We will not be reimbursed for any payments made to the Continuing Equity Owners and the Blocker Shareholders under the TRA in the event that any tax benefits are disallowed. GoHealth, Inc. 2024 Form 10-K 34 Payments under the TRA will be based on the tax reporting positions that we determine, and the U.S.
Our services involve the collection and storage of confidential and personal information of consumers and employees, including protected health information subject to HIPAA and other individually identifiable health information, and the transmission of this GoHealth, Inc. 2023 Form 10-K 29 information to their chosen health plan partner and to the government.
Our services involve the collection and storage of confidential and personal information of consumers and employees, including protected health information subject to HIPAA and other individually identifiable health information, and the transmission of this information to their chosen health plan partner and to the government.
The TRA with the Continuing Equity Owners requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and such payments could be substantial.
GoHealth, Inc. 2024 Form 10-K 33 The TRA with the Continuing Equity Owners requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and such payments could be substantial.
Our operating results may be adversely impacted by factors that impact our estimate of LTV. We recognize revenue at the time a qualified prospect becomes a commissionable Submission by applying the latest estimated LTV for that product.
Our operating results may be adversely impacted by factors that impact our estimate of LTV. GoHealth, Inc. 2024 Form 10-K 18 We recognize agency revenue at the time a qualified prospect becomes a commissionable Submission by applying the latest estimated LTV for that product.
Attorney’s Office for the District of Massachusetts, seeking, among other things, information relating to our arrangements with certain insurance health plan partners. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses.
Attorney’s Office for the District of Massachusetts, seeking, among other things, information relating to our arrangements with certain insurance health plan partners, which we believe may also be the subject of a qui tam proceeding. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses.
Potential consumers also increasingly screen their incoming e-mails, telephone calls, and text messages, including by using screening tools and warnings, and, therefore, our consumers or qualified prospects may not reliably receive our communications. In addition, telephone health plan partners may block or put consumer warnings on calls originating from call centers.
GoHealth, Inc. 2024 Form 10-K 23 Potential consumers also increasingly screen their incoming e-mails, telephone calls, and text messages, including by using screening tools and warnings, and, therefore, our consumers or qualified prospects may not reliably receive our communications. In addition, telephone carriers may block or put consumer warnings on calls originating from call centers.
GoHealth, Inc. 2023 Form 10-K 31 In addition, we may not be able to generate sufficient cash flow from our operations to repay our indebtedness when it becomes due and to meet our other cash needs.
In addition, we may not be able to generate sufficient cash flow from our operations to repay our indebtedness when it becomes due and to meet our other cash needs.
Because we have no current plans to pay regular cash dividends on our Class A common stock, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it. We do not anticipate paying any regular cash dividends on our Class A common stock.
GoHealth, Inc. 2024 Form 10-K 36 Because we have no current plans to pay regular cash dividends on our Class A common stock, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.
In addition, certain aspects of our Medicare plan marketing partner relationships have been in the past, and will be in the future, subjected to CMS review and health plan partner review.
In addition, certain aspects of our Medicare plan marketing partner relationships have been in the past, and GoHealth, Inc. 2024 Form 10-K 14 will be in the future, subjected to CMS review and health plan partner review.
Our gradual expansion of the Encompass operating model may not be as successful as we expect. We have gradually expanded our Encompass operating model since unveiling it in late 2020. This expansion has resulted in an increase in the percentage of our revenue that qualifies as non-agency revenue.
GoHealth, Inc. 2024 Form 10-K 19 Our expansion of the Encompass operating model may not be as successful as we expect. We have expanded our Encompass operating model since unveiling it in late 2020. In general, this expansion has resulted in an increase in the percentage of our revenue that qualifies as non-agency revenue.
Operating and growing our business may require additional capital, and if capital is not available to us, our business, operating results and financial condition may suffer. Operating and growing our business is expected to require further investments in our business.
GoHealth, Inc. 2024 Form 10-K 22 Operating and growing our business may require additional capital, and if capital is not available to us, our business, operating results and financial condition may suffer. Operating and growing our business is expected to require further investments in our business.
Additionally, mergers among health plan partners or an acquisition of one health plan partner by another health plan partner may trigger changes to our agreements with such health plan partners.
GoHealth, Inc. 2024 Form 10-K 13 Additionally, mergers among health plan partners or an acquisition of one health plan partner by another health plan partner may trigger changes to our agreements with such health plan partners.
In addition, our management’s review and evaluation of the sufficiency of our internal controls may not discover additional weaknesses in our internal control over financial reporting in the future.
GoHealth, Inc. 2024 Form 10-K 28 In addition, our management’s review and evaluation of the sufficiency of our internal controls may not discover additional weaknesses in our internal control over financial reporting in the future.
If we are unable to develop new product and service offerings and expand our business scope to penetrate new markets and opportunities, our business, operating results and financial condition would be harmed. GoHealth, Inc. 2023 Form 10-K 26 Our business strategy includes expanding our existing products and services.
If we are unable to develop new product and service offerings and expand our business scope to penetrate new markets and opportunities, our business, operating results and financial condition would be harmed. Our business strategy includes expanding our existing products and services. We are investing in new opportunities to broaden our business scope to penetrate new markets and opportunities.
In connection with sales of Medicare plans, CMS rules require that our health insurance agent employees utilize CMS-approved scripts and that we record and maintain the recording of telephonic interactions.
Our ability to sell insurance is dependent upon our information technology systems. In connection with sales of Medicare plans, CMS rules require that our health insurance agent employees utilize CMS-approved scripts and that we record and maintain the recording of telephonic interactions.
States have adopted and will continue to adopt new laws and regulations, and it is difficult to predict how these new GoHealth, Inc. 2023 Form 10-K 14 laws and regulations will impact our business.
States have adopted and will continue to adopt new laws and regulations, and it is difficult to predict how these new laws and regulations will impact our business.
A severe or prolonged economic downturn could adversely affect consumers’ financial condition and the demand for insurance products. We are also exposed to risks associated with the potential financial instability of our health plan partners and consumers, many of whom may be adversely affected by volatile conditions in the financial markets or an economic slowdown.
We are also exposed to risks associated with the potential financial instability of our health plan partners and consumers, many of whom may be adversely affected by volatile conditions in the financial markets or an economic slowdown.
Our business may be harmed if we lose our relationship with health plan partners or if our relationships with health plan partners change, particularly if we or our contracted health plan partners temporarily or permanently lose the ability to market and sell Medicare plans.
See “Cautionary Note Regarding Forward-Looking Statements.” Risks Related to Our Business Our business may be harmed if we lose our relationship with health plan partners or if our relationships with health plan partners change, particularly if we or our contracted health plan partners temporarily or permanently lose the ability to market and sell Medicare plans.
Risks Related to Our Indebtedness The amount of our indebtedness may materially limit our ability to operate our business and finance our future operations or capital needs. The total principal amount of debt outstanding under our Credit Facilities, excluding unamortized debt discount and deferred issuance costs, as of December 31, 2023 was $502.8 million, all under our term loans.
Risks Related to Our Indebtedness The amount of our indebtedness may materially limit our ability to operate our business and finance our future operations or capital needs. GoHealth, Inc. 2024 Form 10-K 31 The total principal amount of debt outstanding under our Credit Facilities, excluding unamortized debt discount and deferred issuance costs, as of December 31, 2024 was $505.0 million.
If any of the data centers become unavailable to us without sufficient advance notice, we would likely experience delays in delivering our platform and products until we could migrate to an alternate data center provider.
If our Hosting Provider becomes unavailable to us without sufficient advance notice, we would likely experience delays in delivering our platform and products until we could migrate to an alternate hosting provider.
We are investing in new opportunities to broaden our business scope to penetrate new markets and opportunities. However, we may not be able to execute on all of these investments. We may be limited by current or future laws, regulations and guidelines, health plan partners may not embrace these investments, and consumers may not appreciate these products and services.
However, we may not be able to execute on all of these investments. We may be limited by current or future laws, regulations and guidelines, health plan partners may not embrace these investments, and consumers may not appreciate these products and services.
If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner. We are subject to the Nasdaq rules and the rules and regulations established from time to time by the SEC.
If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner.
The enactment of HIPAA also expanded protection of the privacy and security of protected health information and required the adoption of GoHealth, Inc. 2023 Form 10-K 16 standards for the exchange of electronic health information.
The enactment of HIPAA also expanded protection of the privacy and security of protected health information and required the adoption of standards for the exchange of electronic health information.
GoHealth, Inc. 2023 Form 10-K 19 In general, the growth in our consumer base is highly dependent upon our success in attracting new consumers during the Medicare annual enrollment period. In 2023, approximately 34.9% of our Medicare Advantage Submissions were sold during the three months ended December 31, 2023.
In general, the growth in our consumer base is highly dependent upon our success in attracting new consumers during the Medicare annual enrollment period. In 2024, approximately 47.4% of our Medicare Advantage Submissions were sold during the three months ended December 31, 2024.
The success of our operations is largely dependent on our licensed health insurance agents, upon whom we rely to sell insurance. To sell Medicare-related health insurance plans, agents must be licensed by the states in which they are selling plans and certified and appointed with the health plan partner that offers the plans in each applicable state.
To sell Medicare-related health insurance plans, agents must be licensed by the states in which they are selling plans and certified and appointed with the health plan partner that offers the plans in each applicable state.
We rely on health plan partners to prepare accurate commission reports and send them to us in a timely manner. Our health plan partners typically pay us a specified percentage of the premium amount collected by the health plan partner or a flat rate per policy during the period that a consumer maintains coverage under a policy.
Our health plan partners typically pay us a specified percentage of the premium amount collected by the health plan partner or a flat rate per policy during the period that a consumer maintains coverage under a policy. We rely on health plan partners to report the amount of commissions we earn accurately and on time.
We receive commissions from health plan partners for policies of which we are the agent of record. When one of these plans is canceled, or if we otherwise do not remain the agent on the policy, we no longer receive the related commission payment.
When one of these plans is canceled, or if we otherwise do not remain the agent on the policy, we no longer receive the related commission payment.
We receive commissions from health plan partners for health insurance plans sold through us. When one of these plans is canceled, or if we otherwise do not remain the agent on the plan, we no longer receive the related commission payment and do not receive any commissions from renewals.
When one of these plans is canceled, or if we otherwise do not remain the agent on the plan, we no longer receive the related commission payment and do not receive any commissions from renewals. Our consumers may choose to discontinue their health insurance plans for a variety of reasons.
Problems faced by our third-party data center locations with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their clients, including us, could adversely affect the experience of our consumers. Our third-party data center operators could decide to close their facilities without adequate notice.
Problems GoHealth, Inc. 2024 Form 10-K 21 faced by our third-party vendors with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their clients, including us, could adversely affect the experience of our consumers. Our third-party vendors could decide to discontinue operations without adequate notice.
Global economic conditions could materially and adversely affect our revenue and results of operations. Our business has been and may continue to be affected by a number of factors that are beyond our control, such as general geopolitical, economic and business conditions, pandemics, and conditions in the financial markets.
Our business has been and may continue to be affected by a number of factors that are beyond our control, such as general geopolitical, economic and business conditions, pandemics, and conditions in the financial markets. A severe or prolonged economic downturn could adversely affect consumers’ financial condition and the demand for insurance products.
The False Claims Act can be enforced by GoHealth, Inc. 2023 Form 10-K 15 private citizens through civil qui tam actions.
The False Claims Act can be enforced by private citizens through civil qui tam actions.
We may not be successful in timely hiring or sourcing enough additional agents or other employees needed to operate our business. Even if we are successful in hiring or sourcing a sufficient number of agents, we may experience temporary shortages of agents due to illness, poor weather conditions or other natural disasters, personal emergencies and other events outside our control.
Even if we are successful in hiring or sourcing a sufficient number of agents, we may GoHealth, Inc. 2024 Form 10-K 20 experience temporary shortages of agents due to illness, poor weather conditions or other natural disasters, personal emergencies and other events outside our control.
Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to any director or stockholder who is not employed by us or our subsidiaries.
The doctrine of corporate opportunity is intended to preclude officers or directors or other fiduciaries from personally benefiting from opportunities that belong to the corporation. Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to any director or stockholder who is not employed by us or our subsidiaries.
Maintaining and adapting our internal controls is expensive and is likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel.
Maintaining and adapting our internal controls is expensive and is likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel. Failure to maintain effective internal controls could result in the identification of a material weakness.

… 85 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

11 edited+4 added−2 removed5 unchanged
Biggest changeAs discussed above, the CISO is the primary management team member responsible for the cybersecurity program, strategy, policy, standards and processes. On a quarterly GoHealth, Inc. 2023 Form 10-K 40 basis, or more frequently if a need arises, the CTO and CISO present a briefing to the Audit Committee regarding the Company’s cybersecurity program.
Biggest changeOn a quarterly basis, or more frequently if a need arises, the CTO presents a briefing to the Audit Committee regarding the Company’s cybersecurity program. The presented topics include, but are not limited to, the status of ongoing cybersecurity initiatives, incident reports and compliance with industry standards.
As of the date of this 2023 Annual Report on Form 10-K, the Company is not aware of any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected the Company, its business strategy, results of operations or financial condition; however, we cannot provide assurance that these threats will not result in such an impact in the future, as discussed in the risk factors entitled “Risks Related to Our Business” and “Risks Related to Our Intellectual Property and Technology” in Part I, Item 1A. of this 2023 Annual Report on Form 10-K.
As of the date of this 2024 Annual Report on Form 10-K, the Company is not aware of any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected the Company, its business strategy, results of operations or financial condition; however, we cannot provide assurance that these threats will not result in such an impact in the future, as discussed in the risk factors entitled “Risks Related to Our Business” and “Risks Related to Our Intellectual Property and Technology” in Part I, Item 1A. of this 2024 Annual Report on Form 10-K.
GoHealth also conducts information security assessments of these third parties prior to engaging with them. The Company has established cybersecurity and information security awareness training programs. Formal training on topics relating to the Company’s cybersecurity, data privacy and information security policies and procedures is mandatory at least annually for all employees and contractors with access to the Company’s network.
GoHealth also conducts risk-based information security assessments of these third parties prior to engaging with them. The Company has established cybersecurity and information security awareness training programs. Formal training on topics relating to the Company’s cybersecurity, data privacy and information security policies and procedures is mandatory at least annually for all employees and contractors with access to the Company’s network.
Governance The Board of Directors recognizes the importance of cybersecurity in safeguarding the Company’s sensitive data. The Board of Directors is responsible for overseeing overall risk management for the Company, including review and approval of the ERM approach and processes implemented by management to identify, assess, manage and mitigate risk.
Governance GoHealth, Inc. 2024 Form 10-K 41 The Board of Directors recognizes the importance of cybersecurity in safeguarding the Company’s sensitive data. The Board of Directors is responsible for overseeing overall risk management for the Company, including review and approval of the ERM approach and processes implemented by management to identify, assess, manage and mitigate risk.
The Audit Committee is central to the Board of Director’s oversight of cybersecurity risks and bears the primary responsibility for assessing and managing the Company’s material risks from cybersecurity threats. Cybersecurity risk oversight is also a key area of focus for management.
The Audit Committee is central to the Board of Director’s oversight of cybersecurity risks and bears the primary responsibility for assessing and managing the Company’s material risks from cybersecurity threats. Cybersecurity risk oversight is also a key area of focus for management. As discussed above, the CTO is primarily responsible for the cybersecurity program, strategy, policy, standards and processes.
The CISO provides the CTO with bi-weekly updates on security and compliance risks and initiatives. Each quarter, the CTO presents a cyber risk and incident review to GoHealth’s internal Compliance Committee, comprised of cross-functional senior leadership members including C-suite level executives and personnel from the Legal, Compliance and Internal Audit teams.
The CTO receives regular updates on security, compliance risks and initiatives and provides a quarterly cybersecurity risk and incident review to GoHealth’s Internal Compliance Committee. This committee includes cross-functional senior leadership members, including C-suite executives and personnel from legal, compliance and internal audit.
The presented topics include, but are not limited to, the status of ongoing cybersecurity initiatives, incident reports and compliance with industry standards. Potentially material cybersecurity matters are escalated to the Audit Committee and/or the full Board of Directors, as appropriate, for risk oversight.
Potentially material cybersecurity matters are escalated to the Audit Committee and/or the full Board of Directors, as appropriate, for risk oversight.
The ERM program, led by the Company’s Internal Audit and Legal teams, consolidates the collective input of executive management to prioritize enterprise-level risks, develop risk mitigation initiatives and establish monitoring functions. The Internal Audit and Legal teams perform an enterprise risk assessment annually and present the results to the Audit Committee of the Board of Directors.
The ERM program, led by the Company’s Internal Audit and Legal teams, consolidates the collective input of executive management to prioritize enterprise-level risks, develop risk mitigation initiatives and establish monitoring functions. The cybersecurity program includes the development of a structured control framework and risk taxonomy that aligns with anticipated business risk.
The Company’s cybersecurity risk management program is based on industry standards and best practices and aligns with the Center for Internet Security and National Institute of Standards and Technology (“NIST”) cybersecurity frameworks.
GoHealth’s cybersecurity risk management program is based on industry standards and best practices, aligning with the Center for Internet Security and the National Institute of Standards and Technology (NIST) Cybersecurity Frameworks. The Company conducts control self-assessments and risk assessments in collaboration with assigned control owners and risk owners to evaluate the maturity and effectiveness of its cybersecurity processes.
A third-party vendor is also currently conducting a qualitative assessment of GoHealth’s cybersecurity controls, policies and programs, the output of which will be a comprehensive report issued to the Company. GoHealth engages with a range of additional third-party cybersecurity service providers, assessors and auditors to evaluate and enhance the effectiveness of its cybersecurity program.
Based on prior third-party assessments, GoHealth has completed the majority of its Governance, Risk and Compliance (GRC) roadmap initiatives and is currently deploying various comprehensive security tools and programs to further strengthen its cybersecurity posture. GoHealth engages with a range of additional third-party cybersecurity service providers, assessors and auditors to evaluate and enhance the effectiveness of its cybersecurity program.
Further, our Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”) actively participate in the ERM program, including through diligence conducted as part of the broader ERM program. Our CISO, who reports to our CTO, leads the cybersecurity program, strategy, policy, standards and processes.
The Internal Audit and Legal teams perform an enterprise risk assessment annually and present the results to the Audit Committee of the Board of Directors. Further, our Chief Technology Officer (“CTO”) actively participates in the ERM program, including through diligence conducted as part of the broader ERM program.
Removed
Our CISO has over a decade of experience working in information technology and security and earned a Certified Information Security Manager (CISM) certification. Our CTO has over twenty-five years of experience working in engineering and technology. The CISO is supported by a cybersecurity team comprised of experienced information security professionals.
Added
Our CTO has direct responsibility for cybersecurity and overseeing the Company’s cybersecurity strategy, policies, standards and processes. Our CTO has more than 25 years of experience developing user-centric consumer marketplaces and artificial intelligence products and has held various leadership roles in product development, product design and data science.
Removed
On an annual basis, GoHealth engages a third-party vendor to assess the maturity of its cybersecurity processes, which assigns the Company an NIST Cyber-Security Framework implementation tier score upon completion of the assessment.
Added
The CTO is supported by two senior risk, compliance, and security leaders who engage regularly with the CTO to manage cybersecurity and compliance risks. Additionally, the Company’s cybersecurity team is comprised of experienced information security professionals dedicated to protecting the company’s assets.
Added
As cybersecurity incidents occur, the Company’s cybersecurity team focuses on responding to and containing the threat and minimizing any business impact, as appropriate.
Added
In the event of an incident, the cybersecurity team assesses, among other factors, safety impact, data and personal information loss, business operations disruption, projected cost and potential for reputational harm, with support from external technical, legal and law enforcement support, as appropriate.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed3 unchanged
Biggest changeAs part of our continued cost savings initiatives during the twelve months ended December 31, 2023 and 2022, we evaluated our portfolio of properties to identify where we no longer utilize the property for our business operations. As a result, we have entered into or are actively seeking sublease and termination agreements.
Biggest changeAs part of our continued cost savings initiatives during the twelve months ended December 31, 2024, 2023 and 2022, we evaluated our portfolio of properties to identify where we no longer utilize the property for our business operations. As a result, we have entered into or are actively seeking sublease and termination agreements.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

5 edited+0 added−2 removed0 unchanged
Biggest changeThe following table provides information regarding our members of our Board of Directors as of the date of this Annual Report on Form 10-K: GoHealth, Inc. 2023 Form 10-K 41 Name Age Position(s) Clinton P. Jones 46 Co-Founder, Co-Chair of the Board of Directors Brandon M.
Biggest changeGoHealth, Inc. 2024 Form 10-K 42 The following table provides information regarding our members of our Board of Directors as of the date of this Annual Report on Form 10-K: Name Age Position(s) Clinton Jones 47 Co-Founder, Co-Chairman of the Board of Directors Brandon Cruz 47 Co-Founder, Co-Chairman of the Board of Directors Vijay Kotte 47 Director and Chief Executive Officer David Fisher 55 Director Jeremy Gelber 49 Director Karolina Hilu 43 Director Abhiraj Modi 35 Director Alexander Timm 36 Director Alan Wheatley 57 Director GoHealth, Inc. 2024 Form 10-K 43 Part II
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS The following table provides information regarding our executive officers as of the date of this Annual Report on Form 10-K: Name Age Position(s) Vijay Kotte 46 Chief Executive Officer Jason Schulz 47 Chief Financial Officer Michael Hargis 52 Chief Operating Officer Brad Burd 46 Chief Legal Officer and Corporate Secretary Executive Officers Vijay Kotte has served as GoHealth’s Chief Executive Officer since 2022 and serves on the Company’s Board of Directors.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS The following table provides information regarding our executive officers as of the date of this Annual Report on Form 10-K: Name Age Position(s) Vijay Kotte 47 Chief Executive Officer Brendan Shanahan 62 Chief Financial Officer Michael Hargis 53 Chief Operating Officer Brad Burd 47 Chief Legal Officer and Corporate Secretary Executive Officers Vijay Kotte joined GoHealth as Chief Executive Officer in 2022 and serves on the Company’s Board of Directors.
Mr. Kotte holds a Bachelor’s degree in Business Administration with a focus on Finance and Organizational Management from Emory University and a MBA from the Kellogg School of Management, Northwestern University. Jason Schulz has served as GoHealth’s Chief Financial Officer since 2022. Mr.
Mr. Kotte holds a Bachelor’s degree in Business Administration with a focus on Finance and Organizational Management from Emory University and a MBA from the Kellogg School of Management, Northwestern University. Brendan Shanahan joined GoHealth as Chief Financial Officer in 2024. Mr. Shanahan holds a Bachelor’s degree in Business Administration from The Citadel and an MBA from Hofstra University.
Schulz holds a Bachelor’s degree in Business Administration from the University of Northern Colorado, an MBA from Washington University in St. Louis, and is a Certified Management Accountant. Michael Hargis joined GoHealth in 2022 and has served as GoHealth’s Chief Operating Officer since July 31, 2023. Mr.
Michael Hargis joined GoHealth in 2022 as Chief Customer Experience Officer and began his role as Chief Operating Officer in July 2023. Mr. Hargis holds a Bachelor’s degree in Business Administration from Thomas More University and an MBA from the Kellogg School of Management, Northwestern University.
Hargis holds a Bachelor’s degree in Business Administration from Thomas More University and an MBA from the Kellogg School of Management, Northwestern University. Brad Burd has been with GoHealth since 2011, and served as the Company’s General Counsel prior to his promotion to GoHealth’s Chief Legal Officer and Corporate Secretary in February 2024. Mr.
Brad Burd has been with GoHealth since 2011 and has served as GoHealth’s Chief Legal Officer and Corporate Secretary since February 2024. Mr. Burd holds a Bachelor’s degree in finance from Miami University in Oxford, Ohio and a Juris Doctor degree from the University of Cincinnati College of Law.
Removed
Burd has directed the legal department through the Company’s different phases, including the IPO in 2020. Mr. Burd holds a Bachelor’s degree in finance from Miami University in Oxford, Ohio and a Juris Doctor degree from the University of Cincinnati College of Law.
Removed
Cruz 46 Co-Founder, Co-Chair of the Board of Directors Vijay Kotte 46 Director and Chief Executive Officer David Fisher 54 Director Joseph G. Flanagan 52 Director Jeremy W. Gelber 48 Director Alexander E. Timm 35 Director Christopher C. Litchford 39 Director Karolina H. Hilu, M.D. 42 Director GoHealth, Inc. 2023 Form 10-K 42 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+1 added−0 removed9 unchanged
Biggest changePurchase of Equity Securities by the Issuer and Affiliated Purchaser A total of 160,000 shares of Class A common stock were withheld to cover the tax liability resulting from the vesting of restricted stock units during the twelve months ended December 31, 2023. These withheld shares are recorded as treasury stock on the Consolidated Balance Sheets. ITEM 6. [RESERVED]
Biggest changePurchase of Equity Securities by the Issuer and Affiliated Purchaser A total of 149,000 shares of Class A common stock were withheld to cover the tax liability resulting from the vesting of restricted stock units during the twelve months ended December 31, 2024. These withheld shares are recorded as treasury stock on the Consolidated Balance Sheets.
As of February 28, 2024, there were 1 and 11 Class A and Class B common stockholders of record, respectively.
As of February 20, 2025, there were 1 and 9 Class A and Class B common stockholders of record, respectively.
Added
The following table provides information relating to the purchases of our common stock during the three months ended December 31, 2024 in accordance with Item 703 of Regulation S-K: Period Total Number of Shares (or Units) Purchased (1) Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as part of publicly announced plans or programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1, 2024 - October 31, 2024 2,848 $ 9.36 — $ — November 1, 2024 - November 30, 2024 — — — — December 1, 2024 - December 31, 2024 — — — — GoHealth, Inc. 2024 Form 10-K 44 (1) During the three months ended December 31, 2024, 2,848 shares of common stock were withheld by the Company pursuant to provisions in agreements with recipients of restricted stock units granted under the Company’s 2020 Incentive Award Plan allowing the Company to withhold the number of shares having the fair value equal to the tax withholding due.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

2 edited+0 added−0 removed1 unchanged
Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 57 CONSOLIDATED STATEMENTS OF OPERATIONS 59 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 60 CONSOLIDATED BALANCE SHEETS 61 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ / MEMBERS’ EQUITY 63 CONSOLIDATED STATEMENTS OF CASH FLOWS 65 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 66 The report of GoHealth Inc.’s independent registered public accounting firm (PCAOB ID:42) with respect to the above-referenced financial statements are included in Item 8 of this Annual Report on Form 10-K at the page number referenced herein.
Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 59 CONSOLIDATED STATEMENTS OF OPERATIONS 61 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 62 CONSOLIDATED BALANCE SHEETS 63 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 64 CONSOLIDATED STATEMENTS OF CASH FLOWS 66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 67 The report of GoHealth Inc.’s independent registered public accounting firm (PCAOB ID:42) with respect to the above-referenced financial statements are included in Item 8 of this Annual Report on Form 10-K at the page number referenced herein.
ITEM 6. [RESERVED] 43 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 43 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 56 ITEM 8.
ITEM 6. [RESERVED] 45 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 45 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 58 ITEM 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

80 edited+58 added−40 removed47 unchanged
Biggest changeThe following table sets forth the reconciliations of GAAP net income (loss) to EBITDA and Adjusted EBITDA for the periods presented: GoHealth, Inc. 2023 Form 10-K 48 Twelve months ended Dec. 31, Non-GAAP Financial Measures 2023 2022 2021 Net revenues $ 734,671 $ 631,675 $ 1,062,415 Net income (loss) (151,270) (376,384) (534,194) Interest expense 69,472 57,069 33,505 Income tax expense (benefit) 154 764 (24) Depreciation and amortization expense 105,748 107,002 107,507 EBITDA 24,104 (211,549) (393,206) Share-based compensation expense (benefit) (1) 19,564 32,124 27,297 Legal fees (2) 14,840 3,478 180 Operating lease impairment charges (3) 2,687 25,345 1,062 Severance costs (4) 1,920 3,340 — Professional services (5) 1,548 4,752 — Restructuring and other related charges (6) — 12,184 — Other (income) loss related to the adjustment of liabilities under the Tax Receivable Agreement (7) 428 550 — Loss on extinguishment of debt (8) — — 11,935 Goodwill and intangible asset impairment charges (9) 10,000 — 386,553 Adjusted EBITDA $ 75,091 $ (129,776) $ 33,821 Adjusted EBITDA margin 10.2 % (20.5) % 3.2 % (1) Represents non-cash share-based compensation expense (benefit) relating to equity awards as well share-based compensation expense (benefit) relating to liability classified awards that will be settled in cash.
Biggest changeThe following table sets forth the reconciliations of GAAP net income (loss) to EBITDA and Adjusted EBITDA for the periods presented: GoHealth, Inc. 2024 Form 10-K 50 Twelve months ended Dec. 31, Non-GAAP Financial Measures 2024 2023 2022 Net revenues $ 798,894 $ 734,671 $ 631,675 Net income (loss) (7,319) (151,270) (376,384) Interest expense 72,868 69,472 57,069 Income tax expense (benefit) 2,267 154 764 Depreciation and amortization expense 105,890 105,748 107,002 EBITDA 173,706 24,104 (211,549) Gain on bargain purchase 1 (84,492) — — Share-based compensation expense 2 11,281 19,564 32,124 Loss on extinguishment of debt 3 10,463 — — Professional services 4 3,671 1,548 4,752 Legal fees 5 2,917 14,840 3,478 Severance costs 6 2,480 1,920 3,340 Other (income) loss related to the adjustment of liabilities under the Tax Receivable Agreement 7 293 428 550 Operating lease impairment charges 8 — 2,687 25,345 Restructuring and other related charges 9 — — 12,184 Intangible asset impairment charges 10 — 10,000 — Adjusted EBITDA $ 120,319 $ 75,091 $ (129,776) Net income (loss) margin (0.9) % (20.6) % (59.6) % Adjusted EBITDA margin 15.1 % 10.2 % (20.5) % (1) Represents the excess of the acquisition-date fair value of the net assets acquired over the acquisition-date fair value of the consideration transferred related to the acquisition of e-TeleQuote, as further described in Note 15, Acquisitions.
Each consenting lender received a 50% commitment reduction, resulting in a total of $88.5 million available to the Company under the New Class A Revolving Commitments, with $23.5 million remaining available to the Company under the Remaining Class B Revolving Commitments.
Each consenting lender received a 50% commitment reduction, resulting in a total of $88.5 million available to the Company under the New Class A Revolving Commitments, with $23.0 million remaining available to the Company under the Class B Revolving Commitments.
SARs are liability-classified awards, and as such, are recorded as a liability on the Consolidated Balance Sheet. The assumptions we use represent management's best estimates. If factors change and different assumptions are used, our compensation expense for stock options could be materially different for future grants. See Note 7, “Share-Based Compensation Plans,” for further discussion of share-based compensation.
SARs are liability-classified awards, and as such, are recorded as a liability on the Consolidated Balance Sheets. The assumptions we use represent management's best estimates. If factors change and different assumptions are used, our compensation expense for stock options could be materially different for future grants. See Note 7, “Share-Based Compensation Plans,” for further discussion of share-based compensation.
During the twelve months ended December 31, 2023, 2022 and 2021, the Company was actively looking to terminate or sublease certain office spaces and call centers that were deemed no longer economically beneficial to the Company. As a result, these properties are considered individual asset groups for the purpose of testing for impairment.
During the twelve months ended December 31, 2024, 2023 and 2022, the Company was actively looking to terminate or sublease certain office spaces and call centers that were deemed no longer economically beneficial to the Company. As a result, these properties are considered individual asset groups for the purpose of testing for impairment.
Marketing and advertising expenses are generally higher in the fourth quarter during AEP, but because commissions from approved customers are paid to us over time, our operating cash flows could be adversely impacted by a substantial increase in marketing and advertising expenses as a result of a higher volume of 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.
Marketing and advertising expenses are generally higher in the fourth quarter during AEP, but because commissions from approved consumers are paid to us over time, our operating cash flows could be adversely impacted by a substantial increase in marketing and advertising expenses as a result of a higher volume of 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.
With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, we believe we are 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.
With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, we believe we are uniquely positioned as a trusted partner to the 67 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.
Factors that could cause such differences are discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements,” “Summary Risk Factors” and “Risk Factors” in this Annual Report on Form 10-K. The risks and uncertainties described in this 2023 Annual Report on Form 10-K are not the only risks and uncertainties we face.
Factors that could cause such differences are discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements,” “Summary Risk Factors” and “Risk Factors” in this Annual Report on Form 10-K. The risks and uncertainties described in this 2024 Annual Report on Form 10-K are not the only risks and uncertainties we face.
Term Loan Facilities As of December 31, 2023, the Company had a principal amount of $110.4 million, $296.3 million, and $96.1 million outstanding under the Incremental Term Loan Facility, the 2021 Incremental Term Loans, and the 2021-2 Incremental Term Loans, respectively. The Incremental Term Loan Facility effective interest rate was 13.0% and 11.2% at December 31, 2023 and 2022, respectively.
As of December 31, 2023, the Company had a principal amount of $110.4 million, $296.3 million and $96.1 million outstanding under the Incremental Term Loan Facility, 2021 Incremental Term Loans and 2021-2 Incremental Term Loans, respectively. The effective interest rate of the Term Loan Facilities was 13.0% at December 31, 2023.
The Company had no amounts outstanding under the Class A Revolving Credit Facilities and Class B Revolving Credit Facilities as of both December 31, 2023 and December 31, 2022. The Revolving Credit Facilities had a remaining capacity of $200.0 million in the aggregate as of both December 31, 2023 and December 31, 2022.
The Company had no amounts outstanding under the Class A Revolving Credit Facilities and Class B Revolving Credit Facilities as of December 31, 2023. The Class A Revolving Credit Facilities and Class B Revolving Credit Facilities had a remaining capacity of $200.0 million in the aggregate as of December 31, 2023.
As a result, we experience an increase in the number of Submissions during the fourth quarter and an increase in expense related to the Medicare Submissions during the third and fourth quarters.
As a result, and in general, we experience 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.
See Note 5, “Long-Term Debt,” to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information regarding the Company’s Credit Facilities. Seasonality GoHealth, Inc. 2023 Form 10-K 53 The Medicare annual enrollment period (“AEP”) occurs from October 15 th to December 7 th .
GoHealth, Inc. 2024 Form 10-K 55 See Note 5, “Long-Term Debt,” to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information regarding the Company’s Credit Facilities. Seasonality The Medicare annual enrollment period (“AEP”) occurs from October 15 th to December 7 th .
As a result, during the twelve months ended December 31, 2023, we recorded indefinite-lived trade names 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.
As a result, during the twelve months ended December 31, 2023, we recorded an indefinite-lived trade names impairment charge of $10.0 million to write down the carrying value of the indefinite-lived trade names to their fair value of $73.0 million.
A discussion and analysis regarding our results of operations for fiscal year 2022 compared to fiscal year 2021 that are not included in this Annual Report on Form 10-K can be found in our Annual Report on Form 10-K filed with the SEC on March 23, 2023.
A discussion and analysis regarding our results of operations for fiscal year 2023 compared to fiscal year 2022 that are not included in this Annual Report on Form 10-K can be found in our Annual Report on Form 10-K filed with the SEC on March 14, 2024.
See Note 5, “Long-Term Debt,” to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information regarding the Company’s Term Loan Facility.
See Note 5, “Long-Term Debt,” to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information regarding the Company’s term loans.
The New Class A Revolving Commitments mature on June 30, 2025 and bear interest at either ABR plus 5.50% per annum or SOFR plus 6.50% per annum. The Remaining Class B Revolving Commitments continue to mature on September 13, 2024 and bear interest at either ABR plus 3.00% per annum or SOFR plus 4.00% per annum.
The New Class A Revolving Commitments mature on June 30, 2025 and bear interest at either ABR plus 5.50% per annum or SOFR plus 6.50% per annum. The remaining Class B Revolving Commitments matured on September 13, 2024 and bore interest at either ABR plus 3.00% per annum or SOFR plus 4.00% per annum.
During the twelve months ended December 31, 2023, 2022 and 2021, Non-Encompass BPO Services contributed $9.3 million, $87.4 million and $145.2 million to net revenues, respectively. During the first quarter of 2023, the Company reorganized its operations from four operating and reportable segments to one operating and reportable segment.
During the twelve months ended December 31, 2024, Non-Encompass BPO Services contributed no revenues. During the twelve months ended December 31, 2023 and 2022, Non-Encompass BPO Services contributed $9.3 million and $87.4 million to net revenues, respectively. During the first quarter of 2023, the Company reorganized its operations from four operating and reportable segments to one operating and reportable segment.
The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentages for the twelve months ended December 31, 2023, 2022, and 2021 were 58.2%, 61.1% and 67.0%, respectively.
The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentages for the twelve months ended December 31, 2024, 2023, and 2022 were 56.2%, 58.2% and 61.1%, respectively.
These non-GAAP financial measures include net income (loss) before interest expense, income tax (benefit) expense and depreciation and amortization expense, or EBITDA; Adjusted EBITDA; Adjusted EBITDA margin; Sales per Submission; Cost per Submission and Adjusted Gross Margin per Submission. Adjusted EBITDA is the primary financial performance measure used by management to evaluate its business and monitor its results of operations.
These non-GAAP financial measures include net income (loss) before interest expense, income tax (benefit) expense and depreciation and amortization expense, or EBITDA, Adjusted EBITDA and Adjusted EBITDA margin, Adjusted EBITDA is the primary financial performance measure used by management to evaluate the business and to monitor its results of operations.
Share-based compensation expense for Time-Vesting Units, RSUs, stock options and PSUs are recognized on a straight-line GoHealth, Inc. 2023 Form 10-K 54 basis over the requisite service or performance period, which is generally three to five years. We recognize forfeitures as they occur. The fair value of Time-Vesting Units and market-based PSUs are determined using a Monte Carlo simulation.
Share-based compensation expense for Time-Vesting Units, RSUs, stock options and PSUs are recognized on a straight-line basis over the requisite service or performance period, which is generally three to five years. We recognize forfeitures as they occur. The fair value of Time-Vesting Units and market-based PSUs are determined using a Monte Carlo simulation.
GoHealth, Inc. 2023 Form 10-K 44 Additionally, the Company made the strategic decision to exit its non-Encompass BPO Services, or services in which we dedicate certain agents to specific health plan partners and agencies outside of the Encompass model, to focus on our core business. The exit was completed during the second quarter of 2023.
Additionally, the Company made the strategic decision to exit its Non-Encompass BPO Services, or services in which we dedicate certain agents to specific health plan partners and agencies outside of the Encompass model, to focus on our core business. The exit was completed during the second quarter of 2023.
Amortization of intangible assets Twelve months ended Dec. 31, % of Net Revenues 2023 2022 $ Change % Change 2023 2022 $ 94,057 $ 94,057 $ — — % 12.8% 14.9% Amortization of intangible assets expense was $94.1 million for both the twelve months ended December 31, 2023 and 2022, and relates to the amortization of developed technology and customer relationships.
Amortization of intangible assets Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 94,057 $ 94,057 $ — — % 11.8% 12.8% Amortization of intangible assets expense was $94.1 million for both the twelve months ended December 31, 2024 and 2023, and relates to the amortization of developed technology and customer relationships.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially adversely GoHealth, Inc. 2023 Form 10-K 43 affect our business, financial condition, or results of operations. We assume no obligation to update any of these forward-looking statements. Unless otherwise noted, all dollars are in thousands.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially adversely affect our business, financial condition, or results of operations. We assume no obligation to update any of these forward-looking statements. Unless otherwise noted, all dollars are in thousands.
GoHealth, Inc. 2023 Form 10-K 45 Results of Operations The following is a discussion and analysis of changes in the financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022.
GoHealth, Inc. 2024 Form 10-K 47 Results of Operations The following is a discussion and analysis of changes in the financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023.
Additionally, as a result of the annual Medicare Advantage open enrollment period that occurs from January 1 st to March 31 st , Medicare Submissions are typically second-highest in our first quarter. The second and third quarters are known as special election periods and are our seasonally smallest quarters.
Additionally, as a result of the annual Medicare Advantage open enrollment period that occurs from January 1 st to March 31 st , Submissions are typically second-highest in the first quarter. The second and third quarters are known as special election periods, during which Submissions are typically lowest.
Sales Per Submission Sales per Submission represents (x) the sum of (i) aggregate commissions estimated to be collected over the estimated life of all commissionable Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, health plan partner mix and expected policy persistency with applied constraints, excluding revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods, (ii) Encompass revenue, and (iii) partner marketing and enrollment services, divided by (y) the number of Submissions for such period, as reported above.
Sales per Submission refers to (x) the sum of (i) aggregate commissions estimated to be collected over the estimated life of all commissionable Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, health plan partner mix and expected policy persistency with applied constraints, excluding revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods, (ii) non-agency revenue and (iii) partner marketing and other revenue, divided by (y) the number of Submissions for such period.
At December 31, 2023, cash and cash equivalents totaled $90.8 million. We believe that our current sources of liquidity, which include cash and cash equivalents and funds available under the Credit Facilities, as described further below, will be sufficient to meet our projected operating and debt service requirements for at least the next twelve months.
We believe that our current sources of liquidity, which include cash and cash equivalents and funds available under the Credit Facilities, as described further below, will be sufficient to meet our projected operating and debt service requirements for at least the next twelve months.
Share-Based Compensation We grant share-based awards to employees and non-employee directors. Share-based awards include time-vesting profits units (“Time-Vesting Units”), restricted stock units (“RSUs”), stock options, performance stock units (“PSUs”) and stock appreciation rights ("SARs").We recognize compensation expense for all share-based awards based on the estimated grant date fair value.
Share-Based Compensation GoHealth, Inc. 2024 Form 10-K 56 We grant share-based awards to employees and non-employee directors. Share-based awards include time-vesting profits units (“Time-Vesting Units”), restricted stock units (“RSUs”), stock options, performance stock units (“PSUs”) and stock appreciation rights ("SARs"). We recognize compensation expense for all share-based awards based on the estimated grant date fair value.
GoHealth, Inc. 2023 Form 10-K 55 The fair values were estimated using a discounted cash flow approach 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.
The fair values were estimated using a discounted cash flow approach 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.
Operating lease impairment charges Twelve months ended Dec. 31, % of Net Revenues 2023 2022 $ Change % Change 2023 2022 $ 2,687 $ 25,345 $ (22,658) (89.4) % 0.4% 4.0% As part of our continued cost savings initiatives, we are actively looking to terminate or sublease certain office spaces and call centers.
Operating lease impairment charges Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ — $ 2,687 $ (2,687) (100.0) % —% 0.4% As part of our continued cost savings initiatives, we are actively looking to terminate or sublease certain office spaces and call centers.
These actions resulted in $2.7 million in operating lease impairment charges during the twelve months ended December 31, 2023 and $25.3 million in operating lease impairment charges during the twelve months ended December 31, 2022.
These actions resulted in $2.7 million in operating lease impairment charges during the twelve months ended December 31, 2023.
Goodwill and intangible asset impairment charges Twelve months ended Dec. 31, % of Net Revenues 2023 2022 $ Change % Change 2023 2022 $ 10,000 $ — $ 10,000 NM 1.4% —% During the twelve months ended December 31, 2023, the Company recorded an impairment charge of $10.0 million to write down the carrying value of the indefinite-lived trade names intangible asset to its fair value of $73.0 million.
Intangible asset impairment charges Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ — $ 10,000 $ (10,000) (100.0) % —% 1.4% During the twelve months ended December 31, 2023, we recorded an impairment charge of $10.0 million to write down the carrying value of the indefinite-lived trade names intangible asset to its fair value of $73.0 million.
See Note 4 "Goodwill and Intangible Assets, Net" for further discussion of our intangible assets. Impairment of Operating Lease ROU Assets The Company reviews operating lease right-of-use (“ROU”) assets, in conjunction with other long-lived assets, for impairment when facts or circumstances indicate the carrying amount of an asset or asset group may not be recoverable.
Impairment of Operating Lease ROU Assets The Company reviews operating lease right-of-use (“ROU”) assets, in conjunction with other long-lived assets, for impairment when facts or circumstances indicate the carrying amount of an asset or asset group may not be recoverable.
The following table presents a summary of cash flows for the twelve months ended December 31, 2023, 2022, and 2021; Twelve months ended Dec. 31, (in thousands) 2023 2022 2021 Net cash provided by (used in) operating activities $ 109,141 $ 60,904 $ (299,006) Net cash used in investing activities $ (13,732) $ (13,512) $ (19,801) Net cash (used in) provided by financing activities $ (21,106) $ (115,051) $ 259,089 Operating Activities Cash provided by (used in) operating activities primarily consists of net income (loss) adjusted for certain non-cash items including share-based compensation, depreciation and amortization, amortization of intangible assets, amortization of debt discount and issuance costs, goodwill and intangible impairment charges, operating lease impairment charges, non-cash restructuring charges, non-cash lease expense and the effect of changes in working capital and other activities.
The following table presents a summary of cash flows for the twelve months ended December 31, 2024, 2023, and 2022; Twelve months ended Dec. 31, (in thousands) 2024 2023 2022 Net cash provided by (used in) operating activities $ (21,607) $ 109,141 $ 60,904 Net cash provided by (used in) investing activities $ 3,807 $ (13,732) $ (13,512) Net cash provided by (used in) financing activities $ (32,033) $ (21,106) $ (115,051) Operating Activities Cash provided by (used in) operating activities primarily consists of net income (loss) adjusted for certain non-cash items including share-based compensation, depreciation and amortization, amortization of intangible assets, amortization of debt discount and issuance costs, intangible impairment charges, loss on extinguishment of debt, operating lease impairment charges, deferred tax liability, non-cash restructuring charges, non-cash lease expense, gain on bargain purchase and the effect of changes in working capital and other activities.
The percentage ownership of total shares of Class A and Class B common stock issued and outstanding as of December 31, 2023, is as follows: The percentage of ownership noted above is inclusive of only Class A and Class B common stock issued and outstanding.
The percentage ownership of total shares of Class A and Class B common stock issued and outstanding as of December 31, 2024, is as follows: GoHealth, Inc. 2024 Form 10-K 46 The percentage of ownership noted above is inclusive of only Class A and Class B common stock issued and outstanding.
Agency revenue refers to the commissions revenue and partner marketing revenue we receive when GoHealth agents or our independent network of outsourced agents enroll the consumer and submit the policy application to the health plan partner, becoming the agent of record.
Agency revenue refers to the commission revenue and partner marketing revenue we receive when GoHealth’s internal agents or our external agents enroll the consumer and submit the policy application to the health plan partner, becoming the agent of record.
Net cash provided by operating activities was $109.1 million for the twelve months ended December 31, 2023, compared to $60.9 million for the twelve months ended December 31, 2022.
Net cash used in operating activities was $21.6 million for the twelve months ended December 31, 2024, compared to net cash provided by operating activities of $109.1 million for the twelve months ended December 31, 2023.
As a result, we launched our Encompass operating model, which is our preferred operating platform that puts the consumer at the center of all our activities, including how we market, support enrollment activities, provide administrative services, utilize our proprietary technology and ultimately deliver a high-quality solution to those we serve.
This shift emphasizes a more integrated and interactive approach to consumer care and reflects how our Encompass operating model puts the consumer at the center of all our activities, including how we market, support enrollment activities, provide administrative services, utilize our proprietary technology and ultimately deliver a high-quality solution to those we serve.
This increase was partially offset by a decrease in revenues associated with the strategic decision to exit our Non-Encompass BPO Services.
The increase was further offset by a decrease in revenues associated with the strategic decision to exit our Non-Encompass BPO Services, which was completed during the second quarter of 2023.
Persistency adjustments allow us to estimate renewal revenue only to the extent probable that a material reversal in revenue would not be expected to occur. These factors may result in varying values from period to period.
The persistency-adjusted renewal period is determined based on our historical experience and available industry and health plan partner historical data. Persistency adjustments allow us to estimate renewal revenue only to the extent probable that a material reversal in revenue would not be expected to occur. These factors may result in varying values from period to period.
With leading proprietary technology and consumer insights, our end-to-end Encompass model offers a differentiated way for Medicare beneficiaries to navigate the complex Medicare Advantage plan selection process and begin to utilize their new plan benefits with greater confidence.
We believe our end-to-end Encompass model offers a differentiated way for Medicare beneficiaries to navigate the complex Medicare Advantage plan selection process and begin to utilize their new plan benefits with greater confidence. The Encompass operating model supports all Medicare services, including agency and non-agency revenue.
To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additional funds, which may include the sale of equity securities or through debt financing arrangements.
Short-term liquidity needs will primarily be funded through the Revolving Credit Facilities, as described further below, if necessary. To the extent that our current liquidity is insufficient to fund future activities, we may need to raise additional funds, which may include the sale of equity securities or through debt financing arrangements.
The following table sets forth the components of our results of operations for the periods presented: Twelve months ended Dec. 31, (in thousands) 2023 2022 2021 Net revenues $ 734,671 $ 631,675 $ 1,062,415 Operating expenses: Revenue share 158,961 187,670 239,335 Marketing and advertising expense 205,042 207,559 365,141 Customer care and enrollment 209,234 260,902 319,103 Technology expense 43,302 46,094 48,429 General and administrative 93,069 116,530 98,183 Amortization of intangible assets 94,057 94,057 94,056 Operating lease impairment charges 2,687 25,345 1,062 Restructuring and other related charges — 12,184 — Goodwill and intangible asset impairment charges 10,000 — 386,553 Total operating expenses 816,352 950,341 1,551,862 Income (loss) from operations (81,681) (318,666) (489,447) Interest expense 69,472 57,069 33,505 Loss on extinguishment of debt — — 11,935 Other (income) expense, net (37) (115) (669) Income (loss) before income taxes (151,116) (375,620) (534,218) Income tax expense (benefit) 154 764 (24) Net income (loss) $ (151,270) (376,384) (534,194) Net income (loss) attributable to noncontrolling interests (88,013) (227,678) (344,837) Net income (loss) attributable to GoHealth, Inc. $ (63,257) $ (148,706) $ (189,357) Non-GAAP financial measures: EBITDA $ 24,104 $ (211,549) $ (393,206) Adjusted EBITDA $ 75,091 $ (129,776) $ 33,821 Adjusted EBITDA margin 10.2 % (20.5) % 3.2 % The following is our net revenues and results thereof for the twelve months ended December 31, 2023 and 2022: Net revenues Twelve months ended Dec. 31, 2023 2022 $ Change % Change $ 734,671 $ 631,675 $ 102,996 16.3 % The $103.0 million, or 16.3% increase compared to the prior year period was primarily attributable to an increase in non-agency revenue, which reflects our investment in enrollment and engagement service offerings along with the $110.3 million negative revenue adjustment in the prior year.
The following table sets forth the components of our results of operations for the periods presented: Twelve months ended Dec. 31, (in thousands) 2024 2023 2022 Net revenues $ 798,894 $ 734,671 $ 631,675 Operating expenses: Revenue share 130,612 158,961 187,670 Marketing and advertising expense 235,696 205,042 207,559 Consumer care and enrollment 222,414 209,234 260,902 Technology expense 41,046 43,302 46,094 General and administrative 82,116 93,069 116,530 Amortization of intangible assets 94,057 94,057 94,057 Operating lease impairment charges — 2,687 25,345 Intangible asset impairment charges — 10,000 — Restructuring and other related charges — — 12,184 Total operating expenses 805,941 816,352 950,341 Income (loss) from operations (7,047) (81,681) (318,666) Interest expense 72,868 69,472 57,069 Gain on bargain purchase (84,492) — — Loss on extinguishment of debt 10,463 — — Other (income) expense, net (834) (37) (115) Income (loss) before income taxes (5,052) (151,116) (375,620) Income tax expense (benefit) 2,267 154 764 Net income (loss) (7,319) (151,270) (376,384) Net income (loss) attributable to noncontrolling interests (4,391) (88,013) (227,678) Net income (loss) attributable to GoHealth, Inc. $ (2,928) $ (63,257) $ (148,706) Non-GAAP financial measures: EBITDA $ 173,706 $ 24,104 $ (211,549) Adjusted EBITDA $ 120,319 $ 75,091 $ (129,776) Net income (loss) margin (0.9) % (20.6) % (59.6) % Adjusted EBITDA margin 15.1 % 10.2 % (20.5) % The following is our net revenues and results thereof for the twelve months ended December 31, 2024 and 2023: Net revenues Twelve months ended Dec. 31, 2024 2023 $ Change % Change $ 798,894 $ 734,671 $ 64,223 8.7 % The $64.2 million, or 8.7% increase compared to the prior year period was primarily attributable to an increase in agency revenue driven by an increase in Submissions for which GoHealth is the agent of record, partially offset by a decrease in non-agency revenue.
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”).
Pursuant to Amendment No. 11, effective March 12, 2024, lenders consenting to an extension to the maturity of their respective commitments formed a new tranche of Class A Revolving Commitments (the “New Class A Revolving Commitments”) and the non-consenting lenders remained part of the existing Class B Revolving Commitments.
Investing Activities Net cash used in investing activities increased to $13.7 million for the twelve months ended December 31, 2023, from $13.5 million for the twelve months ended December 31, 2022. The change was driven by an increase in capitalized internal-use software related to new technology, software and systems.
The change was primarily driven by the acquisition of e-TeleQuote, partially offset by an increase in capitalized internal-use software related to new technology, software and systems. Financing Activities Net cash used in financing activities was $32.0 million for the twelve months ended December 31, 2024, from $21.1 million for the twelve months ended December 31, 2023.
Recent Accounting Pronouncements For a discussion of new accounting pronouncements recently adopted, see Note 1. “Description of Business and Significant Accounting Policies,” to the Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K. Liquidity and Capital Resources Overview GoHealth, Inc. 2023 Form 10-K 51 Our liquidity needs primarily include working capital and debt service requirements.
“Description of Business and Significant Accounting Policies,” to the Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K. Liquidity and Capital Resources GoHealth, Inc. 2024 Form 10-K 53 Overview Our liquidity needs primarily include working capital and debt service requirements. At December 31, 2024, cash and cash equivalents totaled $40.9 million.
Intangible Assets Our trade names asset is an indefinite-lived intangible asset tested for impairment on November 30 th of each year or whenever events or changes in circumstances indicate that an impairment may exist. If the carrying amount of our indefinite-lived intangible trade names exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Intangible Assets Our trade names asset is an indefinite-lived intangible asset tested for impairment, using either a qualitative or quantitative approach, on November 30 th of each year or whenever events or changes in circumstances indicate that an impairment may exist.
PlanFit CheckUp enables consumers to navigate this crowded space, regularly assessing the appropriateness of their current plan through a data-driven customized process, guided by the trusted expertise of a licensed GoHealth agent.
PlanFit CheckUp enables consumers to regularly assess the appropriateness of their current plan through a data-driven customized process, guided by the trusted expertise of a licensed GoHealth agent. In addition to further developing PlanFit Checkups, we are investing in technologies like Customer 360.
We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and include other expenses, costs and non-routine items.
In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and may include other expenses, costs and non-routine items.
Reconciliations of each of EBITDA, Adjusted EBITDA, Sales per Submission, Cost per Submission and Adjusted Gross Margin per Submission to its most directly comparable GAAP financial measure, are presented in the tables below in this Annual Report on Form 10-K.
Reconciliations of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to their most directly comparable GAAP financial measures are presented in the tables furnished below in this Annual Report on Form 10-K. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented.
Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from their use and eventual disposition. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.
Intangible assets subject to amortization are also evaluated for impairment when indicators of impairment are determined to exist. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from their use and eventual disposition.
See “Risk Factors—Risks Related to Our Business—Our operating results may be adversely impacted by factors that impact our estimate of LTV” in this Annual Report on Form 10-K.
See “Risk Factors—Risks Related to Our Business—Our operating results may be adversely impacted by factors that impact our estimate of LTV” in this Annual Report on Form 10-K. Agency revenue includes partner marketing revenue, in which the Company is compensated by its health plan partners for providing marketing services over a predetermined measurement period.
The enrollment and engagement services offered through our non-agency model are strategically designed to enhance the consumer experience, reflecting our increased focus on building trusted, long-term relationships with our consumers. The growth of non-agency revenue from prior year periods reflects our commitment to a consumer-centric approach.
The enrollment and engagement services offered through our non-agency model are strategically designed to enhance the consumer experience, reflecting our focus on building trusted, long-term relationships with our consumers. Non-agency revenue for the twelve months ended December 31, 2024 represented 27% of total Medicare revenue compared to 38% of total Medicare revenue for the twelve months ended December 31, 2023.
Non-agency revenue refers to services we provide that support enrollment and engagement activities in which GoHealth is not the agent of record.
Non-agency revenue refers to services our internal agents or our external agents provide that support enrollment and engagement activities in which GoHealth 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.
Submissions Submissions are counted when an individual either (i) completes an application with our licensed agent that is submitted to the health plan partner and subsequently approved by the health plan partner during the indicated period, excluding applications through our Non-Encompass BPO Services or (ii) is transferred by our agent to the health plan partner through the Encompass marketplace during the indicated period.
The following are our Submissions, Sales per Submission and Direct Operating Cost per Submission for the periods presented: Twelve months ended Dec. 31, 2024 2023 2022 Submissions 1,016,182 826,159 862,656 Sales per Submission $ 781 $ 866 $ 915 Direct Operating Cost per Submission $ 578 $ 683 $ 747 Submissions GoHealth, Inc. 2024 Form 10-K 51 Submissions are counted when an individual either (i) completes an application with our licensed agent that is submitted to the health plan partner and subsequently approved by the health plan partner during the indicated period, excluding applications through our Non-Encompass BPO Services or (ii) is transferred by our agent to the health plan partner through the Encompass marketplace during the indicated period.
Interest expense Twelve months ended Dec. 31, % of Net Revenues 2023 2022 $ Change % Change 2023 2022 $ 69,472 $ 57,069 $ 12,403 21.7 % 9.5% 9.0% The $12.4 million, or 21.7% increase was primarily attributable to an increase in interest rates on our Term Loan Facilities.
GoHealth, Inc. 2024 Form 10-K 49 Interest expense Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 72,868 $ 69,472 $ 3,396 4.9 % 9.1% 9.5% The $3.4 million, or 4.9% increase was primarily attributable to an increase in interest expense related to our outstanding Revolving Credit Facilities.
General and administrative Twelve months ended Dec. 31, % of Net Revenues 2023 2022 $ Change % Change 2023 2022 $ 93,069 $ 116,530 $ (23,461) (20.1) % 12.7% 18.4% The $23.5 million, or 20.1% decrease was primarily attributable to an $11.4 million decrease in share-based compensation expense a $7.6 million decrease in expense related to employee incentive compensation, a $3.7 million decrease in expenses related to consulting fees, a $3.3 million decrease in expenses related to corporate insurance and a $2.5 million decrease in depreciation expense, partially offset by a $7.5 million increase in expenses related to legal fees.
General and administrative Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 82,116 $ 93,069 $ (10,953) (11.8) % 10.3% 12.7% The $11.0 million, or 11.8% decrease was primarily attributable to a decrease in expense related to legal fees for the Securities Class Action (as defined and discussed further in Note 12, “Commitments and Contingencies”) and a decrease in share-based compensation expense, partially offset by an increase in cost associated with the e-TeleQuote acquisition.
As of December 31, 2023 and December 31, 2022, the Company determined that a $0.8 million and $0.6 million liability related to the TRA arose from the Transactions, respectively. Should the Company determine that any additional TRA liability is considered probable at a future date based on new information, any changes will be recorded within earnings at that time.
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. See Note 9, “Income Taxes” for further discussion of the TRA.
As a result of the impairment testing over certain operating lease ROU assets, the Company recorded operating lease impairment charges of $2.7 million, $25.3 million and $1.1 million for the twelve months ended December 31, 2023, 2022 and 2021, respectively. See Note 3, “Fair Value Measurements,” for further discussion around fair value determinations.
There are additional estimates and assumptions used to arrive at estimated future cash flows, including discount rate, downtime, abatement and commissions. As a result of the impairment testing over certain operating lease ROU assets, the Company recorded operating lease impairment charges of $2.7 million and $25.3 million for the twelve months ended December 31, 2023 and 2022, respectively.
Technology expense Twelve months ended Dec. 31, % of Net Revenues 2023 2022 $ Change % Change 2023 2022 $ 43,302 $ 46,094 $ (2,792) (6.1) % 5.9% 7.3% The $2.8 million, or 6.1% decrease was primarily attributable to reduced headcount in our technology support functions, partially offset by the third quarter technological enhancements in preparation for the 2023 AEP.
Technology expense Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 41,046 $ 43,302 $ (2,256) (5.2) % 5.1% 5.9% The $2.3 million, or 5.2% decrease was primarily attributable to a decrease in share-based compensation expense for technology employees.
The following are our key components of operating expenses and results thereof for the twelve months ended December 31, 2023 and 2022: Revenue share Twelve months ended Dec. 31, % of Net Revenues 2023 2022 $ Change % Change 2023 2022 $ 158,961 $ 187,670 $ (28,709) (15.3) % 21.6% 29.7% The $28.7 million, or 15.3% decrease was primarily attributable to declines in certain direct partner campaigns with revenue-sharing components.
The following are our key components of operating expenses and results thereof for the twelve months ended December 31, 2024 and 2023: Revenue share Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 130,612 $ 158,961 $ (28,349) (17.8) % 16.3% 21.6% GoHealth, Inc. 2024 Form 10-K 48 The $28.3 million, or 17.8% decrease was primarily driven by a decrease in Submissions generated by our external agents, which decreased the amount of expense we recognized pursuant to our revenue-sharing agreements with our external partners.
Financing Activities Net cash used in financing activities was $21.1 million for the twelve months ended December 31, 2023, from net cash used in financing activities of $115.1 million for the twelve months ended December 31, 2022.
Investing Activities Net cash provided by investing activities increased to $3.8 million for the twelve months ended December 31, 2024, from $13.7 million net cash used in investing activities for the twelve months ended December 31, 2023.
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 GoHealth, Inc. 2023 Form 10-K 52 Commitments in the amount of $170.0 million (the “Class B Revolving Commitments”), each maturing on September 13, 2024.
Revolving Credit Facilities Through a series of amendments during 2020 and 2021, the Credit Agreement provided for a revolving credit facility in an aggregate principal amount of $200.0 million which was separated into two classes of revolving commitments consisting of Class A Revolving Commitments in the amount of $30.0 million and Class B Revolving Commitments in the amount of $170.0 million , each maturing on September 13, 2024.
Determination of fair value involves significant estimates and assumptions including, among others, cash flow projections and selecting appropriate royalty and discount rates. Intangible assets subject to amortization are also evaluated for impairment when indicators of impairment are determined to exist.
Determination of fair value involves significant estimates and assumptions including, among others, cash flow projections and selecting appropriate royalty and discount rates. We performed a qualitative assessment for our annual indefinite-lived impairment test performed as of November 30, 2024.
The $48.2 million increase was driven by an increase in net income of $225.1 million and an increase in cash from working capital components from accounts payable of $27.4 million and accrued liabilities of $32.4 million.
The $130.7 million decrease was primarily driven by a decrease in cash from working capital components from commissions receivable, other liabilities, accounts payable, accounts receivable and accrued liabilities.
Our improved operating efficiencies were enabled by reduced headcount, targeted marketing and enhancements in our proprietary technology. Key Business Performance and Operating Metrics In addition to traditional financial metrics, we rely upon certain business and operating metrics to evaluate our business performance and facilitate our operations.
Key Business Performance and Operating Metrics In addition to traditional financial metrics, we rely upon certain business and operating metrics to evaluate our business performance and facilitate our operations. The most relevant business and operating metrics for our single operating and reportable segment are furnished in the tables below (unaudited).
As of December 31, 2023, the Company had no amounts outstanding under the Revolving Credit Facilities and had a remaining capacity of $200.0 million, before the signing of Amendment No. 11 in March 2024, as described below. Outstanding borrowings under the Revolving Credit Facilities are now due and payable on June 30, 2025.
As of December 31, 2024 the Company had $30.0 million outstanding under the New Class A Revolving Credit Facility and no amounts outstanding under the Class A-1 Revolving Credit Facility. The New Class A Revolving Credit Facility and Class A-1 Revolving Credit Facility had a remaining capacity of $58.5 million and $35.0 million, respectively, as of December 31, 2024.
Adjusted EBITDA Twelve months ended Dec. 31, % of Net Revenues 2023 2022 $ Change % Change 2023 2022 $ 75,091 $ (129,776) $ 204,867 157.9 % 10.2% (20.5)% The $204.9 million, or 157.9% increase for the twelve months ended December 31, 2023 compared to the prior year period was primarily due to our focus on driving high-quality Medicare services for our consumers through the Encompass operating model.
Adjusted EBITDA Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 120,319 $ 75,091 $ 45,228 60.2 % 15.1% 10.2% The $45.2 million, or 60.2% increase for the twelve months ended December 31, 2024 compared to the prior year period was primarily due to an increase in net revenues and improved operating efficiencies enabled by agent productivity, targeted marketing and enhancements in our proprietary technology.
Sales per Submission, Cost per Submission and Adjusted Gross Margin per Submission are key operating metrics used by management to understand the Company’s underlying financial performance and trends. Adjusted EBITDA represents, as applicable for the period, EBITDA as further adjusted for certain items summarized in the table below. Adjusted EBITDA margin represents Adjusted EBITDA divided by net revenues.
Adjusted EBITDA represents, as applicable for the period, EBITDA as further adjusted for certain items summarized in the table furnished below. Adjusted EBITDA Margin represents Adjusted EBITDA divided by net revenues. We use non-GAAP financial measures to supplement financial information presented on a GAAP basis.
Customer care and enrollment Twelve months ended Dec. 31, % of Net Revenues 2023 2022 $ Change % Change 2023 2022 $ 209,234 $ 260,902 $ (51,668) (19.8) % 28.5% 41.3% The $51.7 million, or 19.8% decrease was primarily attributable to reduced agent headcount as we focused on improving operational efficiencies.
Consumer care and enrollment Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 222,414 $ 209,234 $ 13,180 6.3 % 27.8% 28.5% The $13.2 million, or 6.3% increase was primarily attributable to an increased agent headcount during the 2024 AEP associated with the e-TeleQuote acquisition.
(2) Represents non-routine legal fees, settlement accruals and other expenses unrelated to our corporate operations. (3) Represents operating lease impairment charges, reducing the carrying value of the associated ROU assets and leasehold improvements to the estimated fair values. (4) Represents costs associated with the termination of executive employment and associated fees unrelated to restructuring activities.
(7) Represents expense related to the measurement of our TRA obligation. (8) Represents operating lease impairment charges, reducing the carrying value of the associated ROU assets and leasehold improvements to the estimated fair values.
The estimate of the future renewal commissions is determined by using the contracted renewal commission rates constrained by a persistency-adjusted renewal period. The persistency-adjusted renewal period is determined based on our historical experience and available industry and health plan partner historical data.
Agency revenue refers to the expected amount of initial commission revenue and any renewal commissions to be paid from the health plan partners on such placement as long as the policyholder remains with the same insurance product. The estimate of the future renewal commissions is determined by using the contracted renewal commission rates constrained by a persistency-adjusted renewal period.
(5) Represents costs associated with non-routine consulting fees and other professional services. (6) Represents employee termination benefits and other associated costs related to restructuring activities, as described in Note 14. “ Restructuring Costs” of the Notes to Consolidated Financial Statements. (7) Represents expense related to the measurement of our TRA obligation.
(9) Represents employee termination benefits and other associated costs related to restructuring activities, as described in Note 14, “Restructuring Costs” of the Notes to Consolidated Financial Statements. (10) Represents an indefinite-lived intangible asset impairment charge for the twelve months ended December 31, 2023.
Marketing and advertising expense Twelve months ended Dec. 31, % of Net Revenues 2023 2022 $ Change % Change 2023 2022 $ 205,042 $ 207,559 $ (2,517) (1.2) % 27.9% 32.9% The $2.5 million, or 1.2% decrease was primarily attributable to an intentional pullback on marketing and advertising spend as the Company focused on higher quality Submissions through targeted marketing.
Marketing and advertising expense Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 235,696 $ 205,042 $ 30,654 15.0 % 29.5% 27.9% The $30.7 million, or 15.0% increase was primarily attributable to an increase in our marketing and advertising spend to generate more qualified prospects, which contributed to an increase in Submissions generated by our internal agents.
The increase in Sales/Cost of Submission, the decrease in Cost of Submission and decrease in Cost per Submission for the twelve months ended December 31, 2023 compared to the prior year period was primarily attributable to our strategic shift towards the Encompass operating model with improved operating efficiencies.
The following table presents the Direct Operating Cost per Submission for the periods presented: Direct Operating Cost Per Submission Twelve months ended Dec. 31, 2024 2023 $ Change % Change $ 578 $ 683 $ (105) (15.4) % The decrease for the twelve months ended December 31, 2024 compared to the prior year period was primarily attributable to improvements in agent productivity through enhanced training programs and investment in our technology.
The decrease was primarily driven by a decrease in the repayment of outstanding debt compared to the prior year period, partially offset by the issuance of 50,000 shares of Series A redeemable convertible preferred stock for an aggregate purchase price of $50.0 million during the prior year period.
The increase was primarily driven by an increase in repayments of our Term Loan Facilities, an increase in payments related to debt issuance costs related to the Amended and Restated Credit Agreement, partially offset by an increase in borrowings under the Revolving Credit Facilities and a decrease in payments of preferred stock dividends compared to the prior year period.
The following table presents the number of Submissions for the periods presented: Submissions Twelve months ended Dec. 31, 2023 2022 $ Change % Change 826,159 862,656 (36,497) (4.2) % The decrease for the twelve months ended December 31, 2023 compared to the prior year period was partially driven by increased consumer shopping but reduced plan switching during the 2023 AEP as well as a decrease in agent headcount and associated opportunities resulting from our strategic focus on driving high-quality Medicare services and operational efficiencies.
The following table presents the number of Submissions for the periods presented: Submissions Twelve months ended Dec. 31, 2024 2023 $ Change % Change 1,016,182 826,159 190,023 23.0 % The increase for the twelve months ended December 31, 2024 compared to the prior year period was primarily attributable to an increase in Submissions generated by GoHealth’s internal network of agents, powered by our enhanced marketing efforts, investments in technology and an increased agent headcount as a result of the e-TeleQuote acquisition.
Principal repayment obligations are reduced by the amount of any prepayment, and as such, the $14.0 million prepayment during the second quarter of 2023 satisfied the Company’s principal repayment obligations through the second quarter of 2025. No other mandatory prepayments were required or made during the twelve months ended December 31, 2023.
During the twelve months ended December 31, 2024, the Borrower paid two prepayments totaling $75.0 million pursuant to Amendment No. 11. No other mandatory prepayments were required or made during the twelve months ended December 31, 2024, 2023 or 2022.
Twelve months ended Dec. 31, 2023 2022 2021 Sales/Cost of Submission $ 1.3 $ 1.2 $ 1.1 Cost of Submission $ 563,552 $ 644,706 $ 804,007 Cost Per Submission $ 683 $ 747 $ 732 Sales/Cost of Submission was $1.3 and $1.2 for the twelve months ended December 31, 2023 and 2022, respectively.
The following are our Direct Operating Cost of Submission (in thousands) and Sales/Direct Operating Cost of Submission for the periods presented: Twelve months ended Dec. 31, 2024 2023 2022 Direct Operating Cost of Submission $ 587,371 $ 563,552 $ 644,706 Sales/Direct Operating Cost of Submission 1.4 1.3 1.2 The increase in Sales/Direct Operating Cost of Submission compared to the prior year was primarily attributable to improvements in agent productivity through enhanced training programs and investment in our technology.
The remaining unpaid balance on the Term Loan Facilities, together with all accrued and unpaid interest thereon, is due and payable on or prior to September 13, 2025. Mandatory Prepayments During the second quarter of 2023, the Company made a $14.0 million mandatory prepayment to its lenders in connection with fiscal year 2022.
Mandatory Prepayments Subject to the terms of the Credit Agreement, the lenders accepted the Company’s offer of an Excess Cash Flow prepayment (as defined in the Credit Agreement prior to the Effective Date of the Amended and Restated Credit Agreement) in connection with fiscal year 2022, and as such, the Company paid $14.0 million during the second quarter of 2023.
The following table presents the Sales per Submission for the periods presented: Sales Per Submission Twelve months ended Dec. 31, 2023 2022 $ Change % Change $ 866 $ 915 $ (49) (5.3) % The decrease for the twelve months ended December 31, 2023 compared to the prior year period was primarily driven by continued pressures on LTV due to increased consumer shopping behavior and an increased constraint on agency commission, partially offset by an increase in commission rates.
For more information on the Company’s agency and non-agency revenue, refer to Note 10, “Revenue.” The following table presents the Sales per Submission for the periods presented: Sales Per Submission Twelve months ended Dec. 31, 2024 2023 $ Change % Change $ 781 $ 866 $ (85) (9.8) % GoHealth, Inc. 2024 Form 10-K 52 The decrease for the twelve months ended December 31, 2024 compared to the prior year period was primarily attributable to a shift from non-agency to agency revenue as a result of changing carrier mix within the non-agency channel.

… 98 more changes not shown on this page.

Other GOCO 10-K year-over-year comparisons