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美國

證券交易委員會

華盛頓特區 20549

表格 10-Q

（標記一）

☒			根據1934年證券交易法第13或15(d)節的季度報告

截至季度結束日期的財務報告2024年9月30日

或者

☐			根據1934年證券交易法第13或15(d)節的轉型報告書

過渡期從                    至                    

委託文件編號：001-39866001-39390

GoHealth, Inc. (GoHealth) (納斯達克股票代碼：GOCO)

(根據其章程規定的註冊人準確名稱)

_________________________

特拉華州			85-0563805
（設立或組織的其他管轄區域）			（納稅人識別號碼）

222 W Merchandise Mart Plaza，1750套房						60654
芝加哥，			伊利諾伊州
，（主要行政辦公地址）						(郵政編碼)

(312) 386-8200

(註冊人電話號碼，包括區號)

N/A

（前名稱、地址及財政年度，如果自上次報告以來有更改）

_________________________

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每個交易所的名稱

每一類的名稱

交易標誌

每個交易所的名稱 ANNX

A類普通股, $0.0001每股面值

gohealth

納斯達克全球市場

請在勾選處標註以下情況：（1）在過去12個月內（或註冊者根據規定需要提交此類報表的較短期限內）已提交1934年證券交易所法第13或15(d)條規定需要提交的所有報告，並且（2）已受過過去90天期間的報告提交要求的約束。Yes  ☒    否  ☐

請勾選以下內容。申報人是否已在過去12個月內（或申報人需要提交此類文件的時間較短的期間內）逐個以電子方式提交了根據規則405提交的互動數據文件。這章的交易中規定。    Yes  ☒    否  ☐

請勾選標記以說明註冊人是大型快速申報人、加速申報人、非加速申報人、較小的報告公司還是新興成長型公司。請查看《交易所法》第120億.2條中「大型快速申報人」、「加速申報人」、「較小的報告公司」和「新興成長型公司」的定義。

大型加速報告人

☐

加速文件提交人

☒

非加速文件提交人

☐

更小的報告公司

☒

成長型公司

☐

如果是新興成長公司，請在複選框中標示，如果註冊機構選擇不使用根據交換法第13(a)條規定提供的任何新的或修訂後的財務會計標準的延長過渡期來遵守，也請在複選框中標示。☐

請勾選以下內容。申報人是否是外殼公司（根據證券交易法規則12b-2定義）。    是  ☐    否  ☒

截至2024年10月30日，報名者 10,130,625 普通股A類股份，每股面值爲$0.0001，已發行並 12,774,921 B類普通股股票，每股面值$0.0001，尚未流通。

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目錄

頁碼

第一部分 - 財務信息

項目1。

基本報表。

4

基本財務報表

4

簡明合併利潤表

4

基本報表綜合損益表

5

簡明合併資產負債表

6

股東權益變動簡明合併財務報表

7

現金流量表簡明綜合報表

9

簡明合併財務報表附註

10

ITEm 2.

管理層對財務狀況和經營業績的討論和分析。

26

項目3。

有關市場風險的定量和定性披露

37

項目4。

控制與程序。

37

第二部分-其他信息

項目1。

法律訴訟。

39

項目1A.

風險因素。

39

ITEm 2.

關於前瞻性信息的注意事項。

39

項目3。

對高級證券的違約。

39

項目4。

礦山安全披露。

39

第5項

其他信息。

39

項目6。

附件。

40

簽名

41

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關於前瞻性聲明的注意事項

本季度報告表格10-Q中包含根據1933年證券法修正案第27A條和1934年證券交易法修正案第21E條的前瞻性陳述（「證券法」）。這些前瞻性陳述是基於1995年《私人證券訴訟改革法案》的安全港規定。本季度報告表格10-Q中所含除了歷史事實陳述之外的所有聲明都可能是前瞻性陳述。關於我們未來經營業績、財務狀況、業務策略、計劃和未來經營管理目標的聲明，包括但不限於，關於我們預期增長、未來資本支出、債務償還義務、人工智能技術的採納和應用對我們業務的影響，以及從e-TeleQuote保險公司收購對我們業務的影響以及我們成功整合e-TeleQuote的業務、技術和員工到我們業務的能力等，都是前瞻性陳述。

在某些情況下，您可以通過諸如「可能」，「將會」，「應該」，「旨在」，「期待」，「計劃」，「預期」，「可能」，「打算」，「目標」，「項目」，「沉思」，「相信」，「估計」，「預測」，「潛在」，「可能」，「未來」或「繼續」等術語來識別前瞻性聲明，或者這些術語的否定形式或其他類似表達。本季度報告的前瞻性聲明僅爲預測、預測和其他基於當前預期和假設的未來事件的陳述。因此，我們提醒您，任何此類前瞻性聲明均不是未來績效的保證，而是受到難以預測的風險、假設和不確定性的影響。儘管我們認爲這些前瞻性聲明所反映的預期在製作日期時是合理的，但實際結果可能與前瞻性聲明所表達或暗示的結果大相徑庭。

這些前瞻性陳述僅截至本季度報告10-Q的日期，並受到一系列重要因素的影響，這些因素可能導致實際結果與前瞻性陳述中的結果有重大不同，包括在我們截至2023年12月31日的財政年度年度報告10-k中所描述的部分標題爲「摘要風險因素」、「風險因素」以及「管理討論與分析財務狀況和經營結果」的因素，在我們的第一個財政季度截至2024年3月31日的季度報告10-Q中，在我們的第二個財政季度截至2024年6月30日的季度報告10-Q中，以及我們向證券交易委員會提交的其他文件。

您應該完整閱讀本季度報告表格10-Q和我們在本季度報告表格10-Q中引用的文件，並理解我們實際未來的結果可能與我們的預期有重大不同。我們通過這些警告性聲明限定我們所有的前瞻性陳述。除非適用法律要求，我們不計劃公開更新或修訂此處包含的任何前瞻性陳述，無論是因任何新信息、未來事件、變化的情況還是其他因素。

一些定義和關鍵術語

根據本表格10-Q季度報告的用法，除非上下文另有要求：

•「我們」、「我們的」、「我們公司」、「gohealth」 類似的提法指的是gohealth公司，除非另有說明，所有直接或間接子公司，包括gohealth控股有限責任公司（「GHH, LLC」）

•「阻止者公司」 指的是與Centerbridge有關的實體，該實體在進行交易之前是GHH，LLC的LLC權益的間接所有者，並且根據美國聯邦所得稅的目的而要作爲公司納稅。

•“阻礙股東指在交易之前是Blocker公司所有者Centerbridge附屬實體，以與交易完成相關聯的方式，將他們在Blocker公司的權益交換爲我們的A類普通股和現金。

•“Centerbridge「中心橋」指代着特定的投資基金和與CCP III Cayman GP Ltd.及相關單位有關的其他實體，CCP III Cayman GP Ltd.是一家開曼群島特許公司，CCP III Cayman GP Ltd.擁有投票權（包括爲阻止股東持有A類普通股而成立的基金或實體）所形成的。

•“持續持股所有者「連續的股權持有人」是指在交易完成後立即成爲LLC權益和我們B類普通股的直接或間接持有者，包括Centerbridge、NVX Holdings、我們的創始人、前股權單位持有人和某些高管、員工和其他少數投資者及其各自被允許轉讓的受讓方，他們可能在我們的IPO完成後，隨時可以選擇部分或全部地根據各自的選擇權（在某些情況下受限於時間爲基礎的歸屬要求和某些其他限制條件）換取他們的LLC權益（連同同等數量的B類普通股（這些股份將立即被取消）），根據我們自行決定（僅由我們的獨立董事（在納斯達克全球市場上市規則的規定範圍內擔任無利益關係）確定），選擇支付現金或發行新的A類普通股。

GoHealth, Inc. (GoHealth) (納斯達克股票代碼：GOCO)			2024年第三季度報表			1

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•“方正證券Brandon M. Cruz先生，我們的聯合創始人兼董事會聯席主席，以及Clinton P. Jones先生，我們的聯合創始人兼董事會聯席主席。

•“以前的利潤單位持有者「前述利潤單位持有人」是指我們的某些董事、現任和前任高管以及員工，他們直接或間接持有現存累積和未累積的利潤單位，在這些利潤單位中包括具有基於時間的繼續條件和基於績效的繼續條件的利潤單位，這些利潤單位是根據GHH，LLC現有的利潤單位計劃持有的，並且在交易中以LLC權益換取他們的利潤單位。以未繼續的利潤單位換取的LLC權益仍然受其現有的基於時間的繼續要求的約束。具有基於績效的繼續條件的利潤單位已完全根據與我們的首次公開募股相關的條件履行而全部繼續。

•「GHH, LLC協議」 指GHH, LLC的修訂和重新規定的有限責任公司協議，隨着或者在我們的IPO完成實質性同時生效或之前進行了進一步修訂。

•“LLC權益參與「」 指GHH有限責任公司的常見單位，其中一部分是用我們首次公開募股的淨收益購買的。

•「LTV」 指的是佣金的生命週期價值，我們定義爲基於多種因素估算的在相關時期內所有可佣金提交的預計壽命週期內將要收取的總佣金，這些因素包括但不限於合同約定的佣金率、健康計劃合作伙伴結構以及預期的保單持續性，並應用了約束條件。

•「非全面BPO服務」 指gohealth員工代表特定健康計劃和我們在全面運營模式之外合作的機構。

•“Norvax“指的是Norvax，LLC，一家總部位於德拉華州的有限責任公司，是GHH，LLC的子公司。

•“NVX控股” 指的是由創始人控制的特拉華州公司NVX控股，Inc。

•“交易「指我們的首次公開募股以及與首次公開募股有關的某些組織交易，以及所得淨收益的運用。」

GoHealth, Inc.是一家控股公司，也是GHH, LLC的唯一管理成員，其主要資產是LLC股權。

非GAAP財務指標

在本基本報表的整個季度報告中，我們使用了多個非GAAP財務指標。非GAAP財務指標是我們績效的輔助衡量標準，這些標準源自我們的綜合財務信息，但並未呈現在根據美國通用會計準則（「GAAP」）編制的簡明合併財務報表中。我們定義這些非GAAP財務指標如下：

•「調整後的EBITDA」指在計算日前12個月內，對CCI及其子公司的資產負債表進行了統一計算，根據GAAP確定，本期間（a）該期間內的歸屬於母公司的淨收益， 代表按當期情況調整後的EBITDA，進一步調整了在「管理層對財務狀況和經營結果的討論和分析」中討論的某些項目。

•「調整後的息稅折舊攤銷前利潤率」 指調整後的EBITDA除以淨收入。

•「EBITDA」 代表利息費用、所得稅費用（收益）和折舊及攤銷費用之前的淨利潤（損失）。

我們相信從我們的GAAP結果中排除某些項目可以幫助管理層更好地了解我們的連續財務表現，並更好地預測未來的連續財務表現，因爲預測是以不同於編制基於GAAP的財務指標的細節級別來進行的。此外，我們認爲這些非GAAP財務指標爲利益相關者提供了有用的信息，幫助他們通過促進對我們經營績效的更好理解和使他們能夠進行更具意義的期間對期間的比較來評估我們的經營結果。調整後的EBITDA是管理層用於評估業務和監控運營結果的主要財務績效指標，以及公司贊助的某些補償計劃的基礎。在本季度10-Q表格中提出的非GAAP財務指標的使用存在一定的侷限性。例如，我們的非GAAP財務指標可能與其他公司的同類指標不可比。 其他公司，包括我們所在的行業板塊的公司，可能會以與我們不同的方式計算非GAAP財務指標，從而限制了這些指標可用於比較目的。

GoHealth, Inc. (GoHealth) (納斯達克股票代碼：GOCO)			2024年第三季度報表			2

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非標準會計覈算原則不應被單獨視爲績效的因子，也不應作爲根據GAAP編制的最直接可比財務指標的替代品，應僅與根據GAAP編制的財務信息一起閱讀。每個EBITDA、調整後的EBITDA和調整後的EBITDA利潤率與其最直接可比GAAP財務指標的調和表格列在本季度10-Q表中的第2項「管理層對財務狀況和經營績效的討論和分析」中。我們鼓勵您在查看所呈現的非GAAP財務指標的同時，查閱每個期間呈現的這些調和。在以後的期間，我們可能會排除類似項目，可能會發生類似於這些排除項目的收入和費用，並可能包括其他費用、成本和非例行項目。

關鍵績效指標

在本第10-Q表格的季度報告中，我們使用了管理層使用的多個關鍵績效因子。我們將這些關鍵績效因子定義如下：

•「提交的直接營業費用」 是一個運營度量標準，代表了一個特定時期內直接歸屬於生成的提交的成本，並排除了間接或固定成本。提交的直接營業費用包括與特定時期內生成的提交直接相關的各自營業費用中與營業收入分享，營銷和廣告以及消費關懷和註冊相關的部分。提交的直接營業費用，最近稱爲「提交的直接費用」，僅反映名稱變更。

•“Direct Operating Cost per Submission” is an operating metric that represents the average performance of Submissions generated during a particular period. Direct Operating Cost per Submission refers to (x) Direct Operating Cost of Submission for a particular period divided by (y) the number of Submissions generated for such period. Direct Operating Cost per Submission, most recently referred to as “Direct Cost per Submission” reflects a name change only.

•“Sales/Direct Operating Cost of Submission” represents (x) the numerator of Sales per Submission, as defined below, divided by (y) Direct Operating Cost of Submission. Sales/Direct Operating Cost of Submission, most recently referred to as “Sales/Direct Cost of Submission” reflects a name change only.

•“Sales per Submission” is an operating metric that represents the average performance of Submissions generated during a particular period. Sales per Submission measures revenues only from the Submissions generated in the period and excludes items that are unrelated to such Submissions, including any impact of revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods. Sales per Submission equals (x) the sum of (i) agency revenues, comprised of 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, as well as partner marketing and other revenue and (ii) non-agency revenues, comprised of the enrollment and engagement services for which cash is collected in advance or in close proximity to the point in time revenue is recognized, divided by (y) the number of Submissions generated for such period.

•“Submission” refers to either (i) a completed 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) a transfer by our agent to the health plan partner through the Encompass operating model during the indicated period.

Sales per Submission and Direct Operating Cost per Submission are key operating metrics used by management to understand the Company’s underlying financial performance and trends. For further discussion, see Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

GoHealth, Inc.			2024 Form 10-Q			3

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PART I - Financial Information

ITEM 1. FINANCIAL STATEMENTS.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GOHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts, unaudited)

						Three months ended Sep. 30,												Nine months ended Sep. 30,
						2024						2023						2024						2023
Net revenues						118,292						132,037						409,762						457,974
Operating expenses:
Revenue share						19,683						35,992						78,376						117,876
Marketing and advertising						45,270						39,416						136,049						124,428
Consumer care and enrollment						45,556						46,472						132,731						134,035
Technology						9,801						11,652						28,921						31,706
General and administrative						17,140						12,967						50,457						73,440
Amortization of intangible assets						23,514						23,514						70,542						70,543
Operating lease impairment charges						—						—						—						2,687
Total operating expenses						160,964						170,013						497,076						554,715
Income (loss) from operations						(42,672)						(37,976)						(87,314)						(96,741)
Interest expense						19,086						17,565						55,133						51,721
Gain on bargain purchase						(77,363)						—						(77,363)						—
Other (income) expense, net						250						771						332						739
Income (loss) before income taxes						15,355						(56,312)						(65,416)						(149,201)
Income tax (benefit) expense						(11)						(108)						(122)						(225)
Net income (loss)						15,366						(56,204)						(65,294)						(148,976)
Net income (loss) attributable to non-controlling interests						8,591						(32,294)						(36,857)						(86,945)
Net income (loss) attributable to GoHealth, Inc.						$	6,775					$	(23,910)					$	(28,437)					$	(62,031)
Net income (loss) per share (Note 7):
Net income (loss) per share of Class A common stock — basic						$	0.58					$	(2.61)					$	(3.14)					$	(7.04)
Net income (loss) per share of Class A common stock — diluted						$	0.46					$	(2.61)					$	(3.14)					$	(7.04)
Weighted-average shares of Class A common stock outstanding — basic						10,077						9,489						9,922						9,194
Weighted-average shares of Class A common stock outstanding — diluted						14,580						9,489						9,922						9,194

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

GoHealth, Inc.			2024 Form 10-Q			4

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GOHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands, unaudited)

						Three months ended Sep. 30,												Nine months ended Sep. 30,
						2024						2023						2024						2023
Net income (loss)						$	15,366					$	(56,204)					$	(65,294)					$	(148,976)
Other comprehensive income (loss):
Foreign currency translation adjustments						20						143						(32)						189
Comprehensive income (loss)						15,386						(56,061)						(65,326)						(148,787)
Comprehensive income (loss) attributable to non-controlling interests						8,602						(32,212)						(36,875)						(86,836)
Comprehensive income (loss) attributable to GoHealth, Inc.						$	6,784					$	(23,849)					$	(28,451)					$	(61,951)

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

GoHealth, Inc.			2024 Form 10-Q			5

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GOHEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts, unaudited)

						Sep. 30, 2024						Dec. 31, 2023
Assets
Current assets:
Cash and cash equivalents						$	35,527					$	90,809
Accounts receivable, net of allowance for doubtful accounts of $2 in 2024 and $27 in 2023						6,862						250
Commissions receivable - current						270,383						336,215
Prepaid expense and other current assets						21,271						49,166
Total current assets						334,043						476,440
Commissions receivable - non-current						627,341						575,482
Operating lease ROU asset						20,449						21,995
Property, equipment, and capitalized software, net						30,418						26,843
Intangible assets, net						326,011						396,554
Other long-term assets						2,891						2,256
Total assets						$	1,341,153					$	1,499,570
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable						15,285						17,705
Accrued liabilities						49,475						86,254
Commissions payable - current						80,899						118,732
Short-term operating lease liability						5,541						5,797
Deferred revenue						42,696						52,403
Current portion of long-term debt						65,000						75,000
Other current liabilities						23,075						14,122
Total current liabilities						281,971						370,013
Non-current liabilities:
Commissions payable - non-current						177,023						203,255
Long-term operating lease liability						36,187						39,547
Deferred tax liabilities						24,995						—
Long-term debt, net of current portion						416,332						422,705
Other non-current liabilities						7,363						9,095
Total non-current liabilities						661,900						674,602
Commitments and Contingencies (Note 11)
Series A redeemable convertible preferred stock — $0.0001 par value; 50 shares authorized; 50 shares issued and outstanding as of both September 30, 2024 and December 31, 2023. Liquidation preference of $53.7 million and $50.9 million as of September 30, 2024 and December 31, 2023, respectively.						52,023						49,302
Stockholders’ equity:
Class A common stock – $0.0001 par value; 1,100,000 shares authorized; 10,440 and 9,823 shares issued; 10,121 and 9,651 shares outstanding as of September 30, 2024 and December 31, 2023, respectively.						1						1
Class B common stock – $0.0001 par value; 615,980 and 616,018 shares authorized; 12,775 and 12,814 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.						1						1
Preferred stock – $0.0001 par value; 20,000 shares authorized (including 50 shares of Series A redeemable convertible preferred stock authorized and 200 shares of Series A-1 convertible preferred stock authorized); 50 shares issued and outstanding as of both September 30, 2024 and December 31, 2023.						—						—
Series A-1 convertible preferred stock— $0.0001 par value; 200 shares authorized; no shares issued and outstanding as of both September 30, 2024 and December 31, 2023.						—						—
Treasury stock – at cost; 319 and 173 shares of Class A common stock as of September 30, 2024 and December 31, 2023, respectively.						(4,124)						(2,640)
Additional paid-in capital						665,020						654,059
Accumulated other comprehensive income (loss)						(141)						(127)
Accumulated deficit						(448,717)						(420,280)
Total stockholders’ equity attributable to GoHealth, Inc.						212,040						231,014
Non-controlling interests						133,219						174,639
Total stockholders’ equity						345,259						405,653
Total liabilities, redeemable convertible preferred stock and stockholders’ equity						$	1,341,153					$	1,499,570

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

GoHealth, Inc.			2024 Form 10-Q			6

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GOHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, unaudited)

						Three months ended Sep. 30, 2024
						Class A Common Stock												Class B Common Stock												Treasury Stock
						Shares						Amount						Shares						Amount						Shares						Amount						Additional Paid-In Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Non-Controlling Interest						Stockholders’ Equity
Balance at Jul. 1, 2024						10,360						$	1					12,780						$	1					(302)						$	(3,975)					$	662,347					$	(455,492)					$	(150)					$	125,067					$	327,799
Net income (loss)																																																6,775												8,591						15,366
Issuance of Class A common shares related to share-based compensation plans						76						—																														4																								4
Share-based compensation expense																																										3,142																								3,142
Foreign currency translation adjustments																																																						9						11						20
Class A common shares repurchased for employee tax withholdings																														(17)						(149)																														(149)
Dividends accumulated on Series A redeemable convertible preferred stock																																										(923)																								(923)
Forfeitures of Time-Vesting Units																		(1)						—																																										—
Redemption of LLC Interests						4						—						(4)						—																		450																		(450)						—
Balance at Sep. 30, 2024						10,440						$	1					12,775						$	1					(319)						$	(4,124)					$	665,020					$	(448,717)					$	(141)					$	133,219					$	345,259

			Three months ended Sep. 30, 2023
						Class A Common Stock												Class B Common Stock												Treasury Stock
						Shares						Amount						Shares						Amount						Shares						Amount						Additional Paid-In Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Non-Controlling Interest						Stockholders’ Equity
Balance at Jul. 1, 2023						9,499						$	1					12,818						$	1					(81)						$	(1,051)					$	646,232					$	(395,144)					$	(125)					$	210,845					$	460,759
Net income (loss)																																																(23,910)												(32,294)						(56,204)
Issuance of Class A common shares related to share-based compensation plans						208						—																														6																								6
Share-based compensation expense																																										2,173																								2,173
Foreign currency translation adjustments																																																						61						82						143
Class A common shares repurchased for employee tax withholdings																														(76)						(1,372)																														(1,372)
Dividends accumulated on Series A redeemable convertible preferred stock																																										(892)																								(892)
Forfeitures of Time-Vesting Units																		(1)						—																																										—
Redemption of LLC Interests						—						—						—						—																		1,951																		(1,951)						—
Balance at Sep. 30, 2023						9,707						$	1					12,817						$	1					(157)						$	(2,423)					649,470						$	(419,054)					$	(64)					$	176,682					$	404,613

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

GoHealth, Inc.			2024 Form 10-Q			7

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GOHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, unaudited)

						Nine months ended Sep. 30, 2024
						Class A Common Stock												Class B Common Stock												Treasury Stock
						Shares						Amount						Shares						Amount						Shares						Amount						Additional Paid-In Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Non-Controlling Interest						Stockholders’ Equity
Balance at Jan. 1, 2024						9,823						$	1					12,814						$	1					(173)						$	(2,640)					$	654,059					$	(420,280)					$	(127)					$	174,639					$	405,653
Net income (loss)																																																(28,437)												(36,857)						(65,294)
Issuance of Class A common shares related to share-based compensation plans						581						—																														450																								450
Share-based compensation expense																																										8,688																								8,688
Foreign currency translation adjustments																																																						(14)						(18)						(32)
Class A common shares repurchased for employee tax withholdings																														(146)						(1,484)																											—			(1,484)
Dividends accumulated on Series A redeemable convertible preferred stock																																										(2,722)																								(2,722)
Forfeitures of Time-Vesting Units																		(3)						—																																										—
Redemption of LLC Interests						36						—						(36)						—																		4,545																		(4,545)						—
Balance at Sep. 30, 2024						10,440						$	1					12,775						$	1					(319)						$	(4,124)					$	665,020					$	(448,717)					$	(141)					$	133,219					$	345,259

						Nine months ended Sep. 30, 2023
						Class A Common Stock												Class B Common Stock												Treasury Stock
						Shares						Amount						Shares						Amount						Shares						Amount						Additional Paid-In Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Non-Controlling Interest						Stockholders’ Equity
Balance at Jan. 1, 2023						8,963						$	1					13,054						$	1					(13)						$	(345)					$	626,269					$	(357,023)					$	(144)					$	273,640					$	542,399
Net income (loss)																																																(62,031)												(86,945)						(148,976)
Issuance of Class A common shares related to share-based compensation plans						510						—																														456																								456
Share-based compensation expense																																										15,298																								15,298
Foreign currency translation adjustments																																																						80						109						189
Class A common shares repurchased for employee tax withholdings																														(144)						(2,078)																														(2,078)
Dividends accumulated on Series A redeemable convertible preferred stock																																										(2,675)																								(2,675)
Forfeitures of Time-Vesting Units																		(3)						—																																										—
Redemption of LLC Interests						234						—						(234)						—																		10,122																		(10,122)						—
Balance at Sep. 30, 2023						9,707						$	1					12,817						$	1					(157)						$	(2,423)					$	649,470					$	(419,054)					$	(64)					$	176,682					$	404,613

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

GoHealth, Inc.			2024 Form 10-Q			8

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GOHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

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

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

GoHealth, Inc.			2024 Form 10-Q			9

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GOHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts, unaudited)

1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

GoHealth is a leading health insurance marketplace and Medicare-focused digital health company whose purpose is to compassionately ensure consumers’ peace of mind when making healthcare decisions so they can focus on living life. With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, the Company believes it is uniquely positioned as a trusted partner to the 65 million Medicare-eligible Americans, as well as the 11,000 Americans becoming eligible each day, as they navigate one of life's most important purchasing decisions. For many of these consumers, enrolling in a health insurance plan is confusing and difficult. Seemingly small differences between health plans may lead to significant out-of-pocket costs or lack of access to critical providers and medicines. GoHealth aims to simplify the process by offering education, comparison guidance, transparency and choice. This includes providing a large selection of leading health plan choices, advice informed by consumers’ specific needs, transparency of health plan benefits and fit, assistance accessing available government subsidies and a high-touch consumer care team. GoHealth partners with health plans across the nation that provide access to high-quality health plans across all 50 states and the District of Columbia.

GoHealth primarily offers Medicare plans, including, but not limited to, Medicare Advantage, Medicare Supplement and prescription drug plans. Its proprietary technology platform leverages modern machine-learning algorithms, powered by over two decades of insurance purchasing behavior, to reimagine the process of matching a health plan to a consumer’s specific needs. GoHealth’s unbiased, technology-driven marketplace coupled with highly-skilled licensed agents has facilitated the enrollment of millions of consumers in Medicare plans since its inception. Health plan partners benefit from the GoHealth platform by gaining access to the large and rapidly growing Medicare-eligible population. The Company believes health plan partners utilize its large-scale data, technology and efficient marketing processes to maximize scale and reduce their cost of submission, compared to health plan partner-employed agent workforces.

The Company believes its streamlined, consumer-centric Encompass operating model drives both high-quality enrollments and a strong consumer experience. Through its consumer-centric approach, GoHealth aims to be a trusted, high-quality enrollment partner for both consumers and health plan partners.

Basis of Presentation and Significant Accounting Policies

The Company was incorporated in Delaware on March 27, 2020 for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of GHH, LLC, a Delaware limited liability company, and its controlled subsidiaries (collectively, “GHH, LLC”). Following the IPO and pursuant to a reorganization into a holding company structure, the Company is a holding company and its principal asset is a controlling equity interest in GHH, LLC. As the sole managing member of GHH, LLC, the Company operates and controls all of the business and affairs of GHH, LLC, and through GHH, LLC and its subsidiaries, conducts its business. As a result, the Company consolidates GHH, LLC’s financial results in its Condensed Consolidated Financial Statements and reports non-controlling interests for the economic interest in GHH, LLC held by the Continuing Equity Owners.

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information, but do not include all information and footnote disclosures required under GAAP for annual financial statements. The accompanying Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company’s 2023 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 14, 2024. In the opinion of management, the interim Condensed Consolidated Financial Statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented. All intercompany transactions and balances are eliminated in consolidation.

“Consumer care and enrollment” on the Condensed Consolidated Statements of Operations, previously referred to as “customer care and enrollment” reflects a name change only and does not require any financial information to be reclassified from previous periods.

There have been no material changes to the Company’s significant accounting policies from those disclosed in the notes to the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2023, which were included in the Company’s 2023 Annual Report on Form 10-K.

Business Combinations

GoHealth, Inc.			2024 Form 10-Q			10

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In accordance with ASC 805, Business Combinations (“ASC 805”), the Company accounts for all business combinations using the acquisition method of accounting. Under the acquisition method, the Company allocates the fair value of consideration transferred to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the fair value of consideration transferred over the fair value of the identified net assets acquired is recorded as goodwill. Conversely, a bargain purchase gain is recorded when the fair value of the identified net assets acquired exceeds the fair value of consideration transferred. Acquisition-related expenses are expensed as incurred.

See Note 14, “Acquisitions” for additional information regarding the Company’s business combinations.

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Seasonality

The Medicare annual enrollment period (“AEP”) occurs from October 15th to December 7th. As a result, and in general, the Company experiences an increase in the number of Submissions during the fourth quarter and an increase in expense related to the Submissions during the third and fourth quarters. Additionally, as a result of the annual Medicare Advantage open enrollment period that occurs from January 1st to March 31st, Submissions are typically second-highest in the Company’s first quarter. The second and third quarters are known as special election periods, during which Submissions are typically lowest. A significant portion of the Company’s marketing and advertising expenses is driven by the number of health insurance applications submitted through GoHealth. Marketing and advertising expenses are generally higher in the fourth quarter during AEP, but because commissions from approved consumers are paid to the Company over time, operating cash flows could be adversely impacted by a substantial increase in marketing and advertising expenses as a result of a higher volume of Submissions during the fourth quarter or positively impacted by a substantial decline in marketing and advertising expenses as a result of lower volume of Submissions during the fourth quarter.

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available and reviewed regularly by the chief operating decision-maker (“CODM”). The Company’s CODM is its Chief Executive Officer, who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. The Company has one operating and reportable segment.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires companies to apply guidance in ASC 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination, and, thus, creates an exception to the general recognition and measurement principle in ASC 805. The Company adopted the standard on the required effective date beginning January 1, 2023 using a prospective transition method for business combinations occurring on or after the effective date. For more information about the Company’s acquisitions, refer to Note 14, “Acquisitions.”

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in ASU 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact on its related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 enhanced annual disclosures regarding the income tax rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 for public business entities and

GoHealth, Inc.			2024 Form 10-Q			11

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annual periods beginning after December 15, 2025 for all other entities. The Company is currently assessing the impact on its related disclosures.

2. FAIR VALUE MEASUREMENTS

The Company defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques the Company uses to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as presented below.

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

Fair Value Measurements

The carrying amount of certain financial instruments, including cash and cash equivalents, accounts receivable, unbilled receivables, accounts payable and accrued expenses approximate fair value due to the short maturity of these instruments. The carrying value of debt approximates fair value due to the variable nature of interest rates.

As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in operating lease impairment charges of $2.7 million for the nine months ended September 30, 2023. The Company recorded no operating lease impairment charges for three and nine months ended September 30, 2024 and the three months ended September 30, 2023. The Company continues to evaluate its portfolio of properties, and thus it is possible that impairments could be identified in future periods, and such amounts could be material. The operating lease impairment charges reduce the carrying value of the associated right-of-use (“ROU”) assets and leasehold improvements to the estimated fair values. The fair values are estimated using a discounted cash flows approach based on forecasted future cash flows expected to be derived from the property based on current sublease market rent, which is considered a level 3 input in the fair value hierarchy, and other key assumptions such as future sublease market conditions and the discount rate.

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

3. INTANGIBLE ASSETS, NET

Intangible Assets

Fourth Quarter 2023 Indefinite-Lived Intangible Asset Impairment Charges

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

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

The gross carrying amounts, accumulated amortization and net carrying amounts of the Company’s definite-lived amortizable intangible assets, as well as its indefinite-lived intangible trade names, are as follows:

GoHealth, Inc.			2024 Form 10-Q			12

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

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

As of September 30, 2024, expected amortization expense related to intangible assets for each of the five succeeding years is as follows:

(in thousands)						Developed Technology						Customer Relationships						Total
Remainder of 2024						$	17,714					$	5,800					$	23,514
2025						70,857						23,200						94,057
2026						49,600						23,200						72,800
2027						—						23,200						23,200
2028						—						23,200						23,200
Thereafter						—						16,240						16,240
Total						$	138,171					$	114,840					$	253,011

4. LONG-TERM DEBT

The Company’s debt consisted of the following:

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

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

Term Loan Facilities

During 2019, Norvax (the “Borrower”) entered into a first lien credit agreement (as amended from time to time, the “Credit Agreement”) which provided for, among other items as further described below, (i) $117.0 million of incremental term loans (the “Incremental Term Loan Facility”), (ii) a new class of incremental term loans (the “2021 Incremental Term Loans”) in an aggregate principal amount equal to $310.0 million and (iii) a new class of incremental term loans (the “2021-2 Incremental Term Loans”) in an aggregate principal amount equal to $100.0 million. The Company collectively refers to the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans as the “Term Loan Facilities.”

As of September 30, 2024, the Borrower had a principal amount of $99.5 million, $266.8 million and $86.5 million outstanding under the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans, respectively. As of December 31, 2023, the Borrower had a principal amount of $110.4 million, $296.3 million and $96.1 million

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outstanding under the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans, respectively. Per Amendment No. 11 to the Credit Agreement (“Amendment No. 11”), as further described below, the Term Loan Facilities all bear interest at either (i) ABR plus 7.0% per annum or (ii) SOFR plus 8.0% per annum. Prior to August 31, 2024, the Term Loan Facilities all bore interest at either (i) ABR plus 6.5% per annum or (ii) SOFR plus 7.5% per annum. The effective interest rate of the Term Loan Facilities was 13.4% as of September 30, 2024 and 13.0% as of December 31, 2023.

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

Revolving Credit Facilities

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

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

The Borrower’s obligations under the Term Loan Facilities and Revolving Credit Facilities are guaranteed by Blizzard Midco, LLC and certain of the Borrower’s subsidiaries. All obligations under the Credit Agreement are secured by a first priority lien on substantially all of the assets of the Borrower, including a pledge of all of the equity interests of its subsidiaries. The Credit Agreement contains customary events of default and financial and non-financial covenants. In addition, Amendment No. 11 amended the Credit Agreement to, among other things, modify the financial covenant testing to be based on a Net Cash Leverage Ratio, as defined in Amendment No. 11, for reporting periods from December 31, 2023 and onwards. The Company is in compliance with all covenants as of September 30, 2024.

Debt Refinancing

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

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

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

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

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

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

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

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

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

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

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

5. STOCKHOLDERS' EQUITY

In connection with the Company’s IPO in July 2020, the Company’s board of directors (the “Board of Directors”) approved an amended and restated certificate of incorporation and amended and restated bylaws. The amended and restated certificate of incorporation authorizes the issuance of up to 1,100,000,000 shares of Class A common stock, 690,000,000 shares of Class B common stock and 20,000,000 shares of preferred stock, each having a par value of $0.0001 per share. The number of shares of Class B common stock authorized is reduced for redemptions and forfeitures as they occur.

The Company’s amended and restated certificate of incorporation and the GHH, LLC Agreement require the Company and GHH, LLC at all times to maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company

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and the number of LLC Interests owned by the Company, except as otherwise determined by the Company. Additionally, the Company’s amended and restated certificate of incorporation and the GHH, LLC Agreement require that the Company and GHH, LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by the Company. Only the Continuing Equity Owners and the permitted transferees of Class B common stock are permitted to hold shares of Class B common stock. Shares of Class B common stock are transferable for shares of Class A common stock only together with an equal number of LLC Interests.

Holders of shares of the Company’s Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Each share of Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally. Holders of shares of Class B common stock will vote together with holders of the Company’s Class A common stock as a single class on all matters presented to the Company’s stockholders for their vote or approval, except for certain amendments to the Company’s amended and restated certificate of incorporation or as otherwise required by applicable law or the amended and restated certificate of incorporation. Holders of the Class B common stock are not entitled to participate in any dividends declared by the Board of Directors. Under the terms of the Company’s amended and restated certificate of incorporation, the Company’s Board of Directors is authorized to direct the Company to issue shares of preferred stock in one or more series without stockholder approval. The Company’s Board of Directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The Continuing Equity Owners may, subject to certain exceptions, from time to time at each of their options require GHH, LLC to redeem all or a portion of their LLC Interests in exchange for, at the Company’s election (determined by at least two of the Company’s independent directors who are disinterested), newly-issued shares of Class A common stock on a one-for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of the Company’s Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the GHH, LLC Agreement.

The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. Non-controlling interest represents the economic interest in GHH, LLC held directly or indirectly by the Continuing Equity Owners. The non-controlling interest holders' weighted average ownership percentages for the three and nine months ended September 30, 2024 were 55.9% and 56.3%, respectively. The non-controlling interest holders' weighted average ownership percentages for the three and nine months ended September 30, 2023 were 57.5% and 58.5%, respectively.

Upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, holders of Class A common stock and Class B common stock will be entitled to receive ratable portions of the Company’s remaining assets available for distribution; provided, that the holders of Class B common stock shall not be entitled to receive more than $0.0001 per share of Class B common stock and upon receiving such amount, shall not be entitled to receive any of the Company’s other assets or funds with respect to such shares of Class B common stock.

Redeemable Convertible Preferred Stock

On September 23, 2022 (the “Closing Date”), the Company issued 50,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock (the “Issuance”), par value $0.0001 per share (the “Series A redeemable convertible preferred stock”), to Anthem Insurance Companies, Inc. and GH 22 Holdings, Inc. (the “Purchasers”) for an aggregate purchase price of $50.0 million, at $1,000 per share of the Series A redeemable convertible preferred stock.

The Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001 per share as of both September 30, 2024 and December 31, 2023, which had not been designated to any specific classes of preferred stock prior to the Closing Date. On the Closing Date, the Company designated and authorized the issuance of 50,000 shares under the Series A redeemable convertible preferred stock and 200,000 shares under the Series A-1 Convertible Non-Voting Perpetual Preferred Stock (the “Series A-1 convertible preferred stock”).

The Series A redeemable convertible preferred stock ranks senior to the shares of the Company’s Class A common stock and Class B common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series A redeemable convertible preferred stock has an initial liquidation preference of $1,000 per share, which shall increase by accumulated quarterly dividends that are not paid in cash (“compounded dividends”). Dividends on each share of Series A redeemable convertible preferred stock shall accrue at an annual rate equal to 7%. Holders of Series A-1 convertible preferred stock are only entitled to dividends if the Company declares such dividends. For the three and nine months ended September 30, 2024, the Company accrued $0.9 million and $2.7 million, respectively, of dividends relating to the Series A redeemable convertible preferred stock that were not paid in cash. The accrued dividends are included in temporary equity on the Condensed Consolidated Balance Sheets. For the three and nine months

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ended September 30, 2023, the Company paid in cash $0.9 million and $2.7 million, respectively, of dividends relating to the Series A redeemable convertible preferred stock.

The Series A redeemable convertible preferred stock is convertible in full at the option of the holders into the number of shares of Class A common stock equal to the quotient of (a) the sum of (i) the liquidation preference (reflecting increases for compounded dividends) plus (ii) the accrued dividends with respect to each share of convertible preferred stock as of the applicable conversion date divided by (b) the conversion price ($9.60 as of September 30, 2024 and subject to adjustment based on certain changes to the Company’s Class A common stock) as of the applicable conversion date. Notwithstanding the foregoing, a holder of Series A redeemable convertible preferred stock may elect to receive upon conversion, in lieu of the shares of Class A common stock otherwise deliverable, one share of Series A-1 convertible preferred stock for every 1,000 shares of Class A common stock otherwise deliverable upon conversion. The Series A-1 convertible preferred stock will be essentially a substitute for the Class A common stock in the form of non-voting preferred stock.

The terms of the Series A redeemable convertible preferred stock and Series A-1 convertible preferred stock contain certain anti-dilution adjustments. Subject to certain conditions, at any time after the third anniversary of the Closing Date, if the volume weighted average price per share of Class A common stock on The Nasdaq Global Market is equal to or greater than 150.0% of the then-applicable conversion price for each of at least twenty (20) trading days, whether or not consecutive, in any period of thirty (30) consecutive trading days ending on and including the trading day immediately before the Company provides the holders with notice of its election to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock (at the election of the holder), the Company may elect to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will be entitled, out of assets legally available therefor, and subject to the rights of the holders of any senior stock (including the Series A redeemable convertible preferred stock) or parity stock (including the Class A and Class B common stock) and the rights of the Company’s existing and future creditors, to receive an aggregate amount per share equal to 1,000 (as may be adjusted) times the aggregate amount to be distributed per share to holders of shares of Class A common stock. Each holder of a whole share of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) shall be entitled to receive when, as and if declared by the Company’s Board of Directors out of funds legally available for the purpose, an amount per share equal to 1,000 (as may be adjusted) times the aggregate per share amount of all cash dividends, and 1,000 (as may be adjusted) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class A common stock or a subdivision of the outstanding shares of Class A common stock (by reclassification or otherwise), declared on each share of Class A common stock since the first issuance of any share of Series A-1 convertible preferred stock. Each holder of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will have the right, at such holder’s option, to convert in full each share of such holder’s Series A-1 convertible preferred stock at such time into the number of shares of Class A common stock based upon a conversion ratio of 1,000 shares of Class A common stock for each share of Series A-1 convertible preferred stock (such ratio being subject to adjustment).

Under the Certificate of Designations, holders of the Series A redeemable convertible preferred stock are entitled to vote with the holders of the Class A common stock on an as-converted basis on all matters submitted to a vote of the holders of the Class A common stock. Notwithstanding the foregoing: (1) the lead Purchaser’s voting rights shall not exceed 9.99% of the voting rights associated with the issued and outstanding shares of capital stock of the Company at any time; and (2) the voting rights of the Purchasers holding Series A redeemable convertible preferred stock, voting on an as-converted basis with the holders of the Class A common stock and the holders of any other class or series of capital stock of the Company then entitled to vote, shall be capped at the maximum amount that would not result in requiring stockholder approval for the exercise of such voting rights pursuant to the Nasdaq Rules. The Series A-1 convertible preferred stock is not entitled to vote with the Class A common stock on matters submitted to a vote of the holders of the Class A common stock and will have no voting rights except as required by applicable law.

In addition, holders of the preferred stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that materially, adversely and disproportionately affect the Series A redeemable convertible preferred stock, authorizations or issuances by the Company of securities that are senior to or pari passu with the Series A redeemable convertible preferred stock and issuing any debt security (for the avoidance of doubt, excluding any draws under the Company’s Existing Credit Agreement referenced in the Certificate of Designations), if the Company’s Consolidated Total Net Debt (as defined in the Certificate of Designations) following such action would exceed four times the Company’s Consolidated EBITDA (as defined in the Certificate of Designations) for the Company’s most recently completed four consecutive fiscal quarters.

At any time following the fifth anniversary of the Closing Date, the Company may redeem the Series A redeemable convertible preferred stock, in whole or in part, for a per share amount in cash equal to the liquidation preference (reflecting increases for compounded dividends) thereof plus all accrued dividends as of the applicable redemption date. Upon certain change of control

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events involving the Company, (i) a holder of the Series A redeemable convertible preferred stock may, so long as such payment would not otherwise result in a breach of, or event of default under, then-existing credit agreements, indentures or other financing arrangements, require the Company to purchase and (ii) subject to a holder’s right to convert its shares of Series A redeemable convertible preferred stock into Class A common stock or Series A-1 convertible preferred stock at the then-current conversion price, the Company may elect to purchase, all or a portion of such holder’s shares of Series A redeemable convertible preferred stock that have not been so converted, in each case at a purchase price per share of Series A redeemable convertible preferred stock, payable in cash, equal to (i) if the change of control effective date occurs at any time prior to the fifth anniversary of the Closing Date, 160.0% of a Purchaser’s original investment amount and (ii) if the change of control effective date occurs on or after the fifth anniversary of the Closing Date, the liquidation preference (reflecting increases for compounded dividends) of such share of Series A redeemable convertible preferred stock plus the accrued dividends in respect of such share of Series A redeemable convertible preferred stock as of the change of control purchase date.

The Purchasers have entered into a customary registration rights agreement with respect to shares of Class A common stock held by the Purchasers issued upon any future conversion of the Series A redeemable convertible preferred stock or Series A-1 convertible preferred stock.

In connection with the Issuance, the Company, as the managing member of GHH, LLC, caused GHH, LLC (i) to issue to the Company, in exchange for the proceeds from the Issuance, Series A preferred units and (ii) to authorize another series of preferred units, in each case having an aggregate liquidation preference and having terms substantially economically equivalent to the aggregate liquidation preference and the economic terms of the Series A redeemable convertible preferred stock and the Series A-1 convertible preferred stock, respectively, and entered into Amendment No. 2 to the GHH, LLC Agreement to effectuate the same.

The Company classifies the Series A redeemable convertible preferred stock and Series A-1 convertible preferred stock outside of permanent equity as temporary equity since the redemption of such shares is not solely within the Company’s control. The Company does not remeasure the redeemable convertible preferred stock because it is not currently redeemable and not probable of becoming redeemable. The redeemable convertible preferred stock was recorded at fair value upon issuance, net of issuance costs of $1.6 million.

6. SHARE-BASED COMPENSATION PLANS

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

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

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

7. NET INCOME (LOSS) PER SHARE

Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted loss per share is computed giving effect to all potentially dilutive shares.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share of Class A common stock is as follows:

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						Three months ended Sep. 30,												Nine months ended Sep. 30,
(in thousands, except per share amounts)						2024						2023						2024						2023
Numerator:
Net income (loss)						$	15,366					$	(56,204)					$	(65,294)					$	(148,976)
Less: Net income (loss) attributable to non-controlling interests						8,591						(32,294)						(36,857)						(86,945)
Net income (loss) attributable to GoHealth, Inc.						6,775						(23,910)						(28,437)						(62,031)
Less: Dividends accumulated on redeemable convertible preferred stock						923						892						2,722						2,675
Net income (loss) attributable to common stockholders - basic						5,852						(24,802)						(31,159)						(64,706)
Effect of dilutive securities:
Add: Dividends accumulated on redeemable convertible preferred stock						923						—						—						—
Net income (loss) attributable to common stockholders - diluted						6,775						(24,802)						(31,159)						(64,706)
Denominator:
Weighted-average shares of Class A common stock outstanding—basic						10,077						9,489						9,922						9,194
Effect of dilutive securities:
Equity awards						424						—						—						—
Redeemable convertible preferred stock						4,079						—						—						—
Weighted-average shares of Class A common stock outstanding—dilutive						14,580						9,489						9,922						9,194
Net loss per share of Class A common stock—basic						$	0.58					$	(2.61)					$	(3.14)					$	(7.04)
Net loss per share of Class A common stock—dilutive						$	0.46					$	(2.61)					$	(3.14)					$	(7.04)

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

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

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

8. INCOME TAXES

The Company is taxed as a corporation for income tax purposes and is subject to federal, state and local taxes on the income allocated to it from GHH, LLC based upon the Company’s economic interest in GHH, LLC. The Company is the sole managing member of GHH, LLC and, as a result, consolidates the financial results of GHH, LLC. GHH, LLC is a limited liability company taxed as a partnership for income tax purposes and the subsidiaries of GHH, LLC are limited liability companies for income tax purposes except for a foreign subsidiary, which is treated as a foreign disregarded entity. As a partnership, GHH, LLC does not pay any federal income taxes, as income or loss is included in the tax returns of the individual members. Prior to April 1, 2023, certain of the Company’s wholly-owned entities were taxed as corporations and subject to federal and state income taxes in the jurisdictions in which they operated. Additionally, the Company’s foreign subsidiary is subject to foreign income taxes in the jurisdiction in which it operates. The accruals for such taxes are included in the Condensed Consolidated Financial Statements.

The Company’s effective tax rate for the three and nine months ended September 30, 2024 was (0.07)% and 0.19%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2023 was 0.19% and 0.15%, respectively. The effective tax rate for each period is lower than the statutory tax rate primarily due to the effect of loss entities for which the Company excludes from its annual effective tax rate calculation and loss attributable to non-controlling interests.

Tax Receivable Agreement

In connection with the IPO, the Company entered into a Tax Receivable Agreement with GHH, LLC, the Continuing Equity Owners and the Blocker Shareholders that will provide for the payment by the Company to the Continuing Equity Owners and the Blocker Shareholders of 85% of the amount of tax benefits, if any, that the Company actually realizes (or in some circumstances is deemed to realize). The amounts payable under the Tax Receivable Agreement will vary depending upon a

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number of factors, including the amount, character and timing of the taxable income of the Company in the future. As of both September 30, 2024 and December 31, 2023 the liability related to the Tax Receivable Agreement was $0.8 million. Should the Company determine that any additional Tax Receivable Agreement liability is considered probable at a future date based on new information, any changes will be recorded within earnings at that time.

9. REVENUE

Revenue Recognition for Variable Consideration

The Company’s variable consideration includes the expected amount of initial commissions received from the health plan partners and any renewal commissions to be paid on such placement as long as the policyholder remains with the same insurance product, also known as the total estimated LTV of the policy. The consideration is variable based on the estimated amount of time a policy will remain in force, which is based on historical experience or health plan partner experience to the extent available, industry data and expectations as to future retention rates. Additionally, the Company considers the application of a constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future.

On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, which takes into account cash received as compared to the original estimates and reviews and monitors changes in the data used to estimate LTV. Changes in LTV may result in an increase or a decrease to revenue and a corresponding change to commissions receivable. The Company analyzes these differences and to the extent the Company believes differences in the estimates are indicative of a change to prior period LTVs, the Company will adjust revenue for the affected vintages at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. For the three and nine months ended September 30, 2024 and 2023, the Company recorded no revenue adjustments.

Disaggregation of Revenue

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

						Three months ended Sep. 30,												Nine months ended Sep. 30,
(in thousands)						2024						2023						2024						2023
Medicare Revenue
Agency Revenue
Commission Revenue(1)						$	77,868					$	76,579					$	228,154					$	261,513
Partner Marketing and Other Revenue						14,408						21,300						47,926						71,619
Total Agency Revenue						92,276						97,879						276,080						333,132
Non-Agency Revenue						24,377						33,510						130,723						106,586
Total Medicare Revenue						116,653						131,389						406,803						439,718
Other Revenue
Non-Encompass BPO Services Revenue						—						—						—						9,322
Other Revenue						1,639						648						2,959						8,934
Total Other Revenue						1,639						648						2,959						18,256
Total Net Revenues						$	118,292					$	132,037					$	409,762					$	457,974

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

Medicare Revenue: The primary services provided by the Company relate to the sale and administration of Medicare insurance products through either the agency model or the non-agency model. The agency model refers to the commission revenue and partner marketing and other revenue the Company receives when GoHealth agents or the Company’s independent network of outsourced agents, or external agents, enroll the consumer and submit the policy application to the health plan partner, becoming the agent of record. The Company recognizes commission revenue from the sale of insurance products at the point when health plan partners approve an insurance application produced by the Company. The Company records as commission revenue the expected amount of initial commissions received from the health plan partners and any renewal commissions to be paid on such placement as long as the policyholder remains with the same insurance product, which represents the LTV it expects to receive for selling the product after the health plan partner approves an application. As part of its estimation process, the Company constrains revenue such that the amount of revenue recognized is the amount the Company believes is probable will not result in a significant reversal in the future. The Company is also compensated by its health plan partners for providing marketing services over a predetermined measurement period, which the Company records as partner marketing and other revenue. The Company recognizes these revenues over the measurement period as insurance applications produced by the

GoHealth, Inc.			2024 Form 10-Q			20

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

Non-agency revenue refers to services provided by the Company that support enrollment and engagement activities in which the Company is not the agent of record. The non-agency model moves away from the agency structure in that cash is collected in advance or in close proximity to the point in time revenue is recognized. Non-agency revenue includes enrollment and engagement services through Encompass Connect and Encompass Engage. Encompass Connect is designed to provide enrollment related services to participating partners. The Company is compensated for generating and transferring leads to the health plan partners, at which time the health plan partner representative will enroll and submit the application, becoming the agent of record. Revenue is recognized at the point in time the lead is transferred, with the amount of variable consideration generally resolved within 90 days of when the related policy effectuates. The Company does not receive commissions or fees on subsequent renewals generated from the transferred leads. Encompass Engage includes post-enrollment member outreach and engagement services, including facilitating an onboarding experience customized to a member’s plan and health needs. The Company recognizes Encompass Engage revenue at the point in time that the service is provided based on member retention and providing post-enrollment services.

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

Contract Assets and Liabilities

The Company records contract assets and contract liabilities from contracts with customers as it relates to commissions receivable, commissions payable and deferred revenue. Commissions receivable represents estimated variable consideration for commissions to be received from health plan partners for performance obligations that have been satisfied. Commissions payable represents estimated commissions to be paid to the Company’s external partners.

The Company had unbilled receivables for performance-based enrollment fees and non-agency revenue, as well as prepaid expenses for revenue share, as of September 30, 2024 and December 31, 2023 of $7.2 million and $36.0 million, respectively, which are recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. In addition, the Company had accrued payments for revenue share as of September 30, 2024 and December 31, 2023 of $10.3 million and $14.8 million, respectively, which are recorded in accrued liabilities on the Condensed Consolidated Balance Sheets. There are no other contract assets or contract liabilities recorded by the Company.

Deferred revenue includes amounts collected for partner marketing services and non-agency revenue in advance of the Company satisfying its performance obligations for such customers. The decrease in deferred revenue during the nine months ended September 30, 2024 compared to December 31, 2023 was primarily due to less cash received as of September 30, 2024 compared to December 31, 2023 for marketing, administrative and enrollment fees in advance of performing such services that the Company expects to satisfy within the next twelve months. During the three months ended September 30, 2024, the Company recognized revenue that was recorded in deferred revenue on the Condensed Consolidated Balance Sheets at the beginning of the respective fiscal year of $7.6 million. During the three months ended September 30, 2023, the Company recognized no revenue that was recorded in deferred revenue on the Condensed Consolidated Balance Sheets at the beginning of the respective fiscal year. During the nine months ended September 30, 2024 and 2023, the Company recognized revenue that was recorded in deferred revenue on the Condensed Consolidated Balance Sheets at the beginning of the respective fiscal year of $51.1 million and $45.3 million, respectively.

Commissions Receivable

Commissions receivable activity is summarized as follows:

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

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

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

Significant Customers

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

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

Concentration of Credit Risk

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

10. LEASES

The Company has entered into operating agreements with lease periods expiring between 2025 and 2032. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

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

						Three months ended Sep. 30,												Nine months ended Sep. 30,
(in thousands)						2024						2023						2024						2023
Operating lease cost						1,859						1,831						5,806						5,879
Short-term lease cost(1)						9						14						46						47
Variable lease cost(2)						55						604						326						858
Sublease income						(689)						(396)						(1,865)						(1,181)
Total net lease expense						$	1,234					$	2,053					$	4,313					$	5,603

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

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

As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in operating lease impairment charges of $2.7 million for the nine months ended September 30, 2023. The Company recorded no operating lease impairment charges for the three and nine months ended September 30, 2024 and the three months ended September 30, 2023. Refer to Note 2, “Fair Value Measurements” for further details.

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

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

Supplemental cash flow information related to leases are as follows:

						Three months ended Sep. 30,												Nine months ended Sep. 30,
(in thousands)						2024						2023						2024						2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases						$	2,216					$	3,075					$	7,659					$	10,123
Non-cash activity:
Operating lease assets obtained in exchange for new lease obligations(1)						$	1,361					$	6,735					$	1,361					$	6,735

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

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

						Sep. 30,
						2024						2023
Weighted average remaining lease term						6.6 years						7.2 years
Weighted average discount rate						9.2		%				8.9		%

11. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

In September 2020, three purported securities class action complaints were filed in the U.S. District Court for the Northern District of Illinois against the Company, certain of its officers and directors, and certain underwriters, private equity firms and investment vehicles alleging that the Registration Statement filed in connection with the IPO was negligently prepared and, as a result, contained untrue statements of material fact, omitted material facts necessary to make the statements contained therein not misleading and failed to make necessary disclosures required under the rules and regulations governing its preparation, including the Securities Act of 1933 (the “Securities Class Action”). Compensatory damages and reasonable costs and expenses incurred in the Securities Class Action were sought by the plaintiffs. On December 10, 2020, the court in the earliest filed action consolidated the three complaints, appointed lead plaintiffs and lead counsel for the consolidated action, and captioned the consolidated action “In re GoHealth, Inc. Securities Litigation.” On February 25, 2021, lead plaintiffs filed a consolidated complaint. In December 2023, the parties notified the court that they had reached an agreement in principle to settle the Securities Class Action. On February 7, 2024, the plaintiffs filed an application with the court seeking preliminary approval of the parties’ proposed settlement, which application was granted by the court on February 27, 2024. The terms of the parties’ settlement agreement are contained in the settlement documents filed with the court on February 7, 2024. On May 22, 2024, the Court granted its final approval of the settlement, fully resolving the Securities Class Action.

On May 19, 2021, a derivative action (the “Derivative Action”) was filed in the U.S. District Court for the Northern District of Illinois, purportedly on behalf of the Company and against certain of the Company’s officers and directors, alleging breaches of fiduciary duty and other claims, based on substantially the same factual allegations as in the Securities Class Action. On June 6, 2022, the Derivative Action was stayed pursuant to the parties’ stipulation. The settlement in the Securities Class Action will not resolve the Derivative Action. The Company is contesting the Derivative Action, but may pursue settlement negotiations, as it deems appropriate.

Although outcomes of unresolved cases are uncertain until final disposition, the Company establishes an accrual for such matters when a loss is deemed to be probable and reasonably estimable. The Company previously disclosed that it recorded a $12.0 million accrual for the Securities Class Action and the Derivative Action. On March 13, 2024, the Company paid $10.5

GoHealth, Inc.			2024 Form 10-Q			23

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million toward the Securities Class Action settlement. This payment was the remaining amount of the retention amount for which the Company was responsible under its applicable directors’ and officers’ liability insurance policies. The Company does not expect to make any further contribution to the settlement amount in the Securities Class Action. The remaining settlement amount was paid by the Company’s insurance carriers under the applicable insurance policies and pursuant to the terms of the approved settlement.

12. RELATED PARTY TRANSACTIONS

The Company is party to various lease agreements with 214 W Huron LLC, 220 W Huron Street Holdings LLC, 215 W Superior LLC and Wilson Tech 5, LLC, each of which is controlled by significant stockholders of the Company, to lease its former corporate offices in Chicago, Illinois and offices in Lindon, Utah. The Company pays rent, operating expenses, maintenance and utilities under the terms of the leases. For the three and nine months ended September 30, 2024, the Company made aggregate lease payments of $1.3 million and $4.3 million, respectively. For the three and nine months ended September 30, 2023, the Company made aggregate lease payments of $1.5 million and $4.5 million, respectively. The lease agreement with 214 W Huron LLC expired during the nine months ended September 30, 2024.

13. RESTRUCTURING COSTS

During the second and third quarters of fiscal year 2022, the Company implemented restructuring initiatives as part of its strategic transformation to drive efficiency and optimize costs. On June 3, 2022, the Board of Directors approved the separation and replacement of key management roles, including Chief Operating Officer, Chief Financial Officer, Chief Strategy Officer and President. On August 9, 2022, the Company eliminated 828 full-time positions, representing approximately 23.7% of the workforce, primarily within the consumer care and enrollment group. The majority of the restructuring charges incurred relate to employee termination benefits and will be settled in cash through the first quarter of 2025. The restructuring activities related to this plan were materially complete as of December 31, 2022. The Company evaluates restructuring charges in accordance with ASC 420 Exit or Disposal Cost Obligations and ASC 712 Compensation—Nonretirement Post-Employment Benefits.

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

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

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

14. ACQUISITIONS

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

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

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

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

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

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

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

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

Supplemental Pro Forma Financial Information

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

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

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

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report on Form 10-Q, including the Condensed Consolidated Financial Statements and related Notes, and should be read in conjunction with the accompanying tables. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, and the sections titled “Cautionary Note Regarding Forward-Looking Statements,” “Summary Risk Factors” and “Risk Factors” in our 2023 Annual Report on Form 10-K. The risks and uncertainties described in our 2023 Annual Report on Form 10-K are not the only risks and uncertainties we face. 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. In certain cases, numbers and percentages in the tables below may not foot due to rounding.

Overview

We are a leading health insurance marketplace and Medicare-focused digital health company whose purpose is to compassionately ensure consumers’ peace of mind when making healthcare decisions so they can focus on living life. With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, 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. For many of these consumers, enrolling in a health insurance plan is confusing and difficult. Seemingly small differences between health plans may lead to significant out-of-pocket costs or lack of access to critical providers and medicines. We aim to simplify the process by offering education, comparison guidance, transparency and choice. This includes providing a large selection of leading health plan choices, advice informed by consumers’ specific needs, transparency of health plan benefits and fit, assistance accessing available government subsidies and a high-touch consumer care team. We partner with health plans across the nation that provide access to high quality health plans across all 50 states and the District of Columbia.

Update on Business Trends and Strategy

GoHealth has evolved from a traditional Medicare enrollment company to a Medicare engagement company, focusing on forging high-quality relationships with our consumers. This shift emphasizes a more integrated and interactive approach to consumer care and reflects how our Encompass operating model, which is now operating at scale with all key health plan partners, 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. 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. Agency revenue refers to the commission revenue and partner marketing and other 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. Non-agency revenue refers to services we provide that support enrollment and engagement activities in which GoHealth is not the agent of record. During the second quarter of 2023 we began offering these enrollment and engagement services to our external agents, which we refer to as our vConnect program. 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.

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 slightly decreased from 25.5% of total Medicare revenue for the three months ended September 30, 2023 to 20.9% of total Medicare revenue for the three months ended September 30, 2024. The shift from non-agency to agency revenue is a result of changing carrier mix within the non-agency channel. Non-agency revenue increased from 24.2% of total Medicare revenue for the nine months ended September 30, 2023 to 32.1% of total Medicare revenue during the nine months ended September 30, 2024. The mix of agency and non-agency contracts is dependent on the plans most suitable for the consumers we serve and is impacted by changing market dynamics as further described below.

We continue to refine our Encompass operating model through investments in technology. Last year, we introduced PlanFit CheckUp, utilizing analytics from nearly thirty million consumer touchpoints and machine learning to help our licensed agents accurately match consumers with the best Medicare plans for their needs. 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

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licensed GoHealth agent. In addition to further developing PlanFit Checkups, we are investing in technologies like Customer 360. Customer 360 provides a unified view of the consumer across every touchpoint to ensure high-quality, personalized service at every point of the consumer journey.

This year, driven by artificial intelligence and automation, we are focusing on streamlining processes and improving call handle times. As part of this effort, we launched Encompass Express, an enhanced, consumer-centric operating model built on the foundation of our original Encompass workflow. Encompass Express includes streamlined scripting and hand-offs, utilizing technology-driven standardization and automation to deliver efficiency and enhance the consumer experience while maintaining quality.

In the 2023 Medicare annual enrollment period (“AEP”) we observed a unique set of market dynamics where for the first time in recent years the health plan partners on average made very little change to benefits, with many reducing benefits for the average Medicare consumer. As a result, we observed higher shopping but lower switching. In response to these observed market dynamics we enhanced our targeted marketing efforts to identify consumers in need of new health plan options.

The introduction in April 2024 of the Centers for Medicare and Medicaid Services (“CMS”) final rate notice on commissions for the 2025 plan year and the Final 2025 Marketing Rule (the “CMS Final Rule”) has implications for Medicare Advantage plans, potentially affecting benefit structures and necessitating more dynamic consumer shopping behaviors during the upcoming AEP. We continue to enhance our targeted marketing efforts to help health plan partners achieve targeted growth in specific markets and products. As the landscape becomes more complex, we believe GoHealth’s role as a reliable guide becomes increasingly critical. We are analyzing the implications of the CMS Final Rule with our health plan partners and closely monitoring its effects on the Medicare landscape, including as it may relate to availability of special enrollment periods for special needs plans. Further discussion of how changes and developments in the laws and regulations governing the health insurance markets in the U.S. could materially affect our business, operating results, financial condition and qualified prospects is included under the heading “Item 1A. Risk Factors” in our 2023 Annual Report on Form 10-K.

On September 30, 2024, we completed the acquisition of e-TeleQuote Insurance, Inc. (“e-TeleQuote”), a health insurance marketplace that helps Medicare beneficiaries compare Medicare Advantage and Medicare Supplement plans and enroll in the plan that is right for them. The addition of e-TeleQuote expands our agent capacity, allowing us to meet the high demand for Medicare Advantage shopping without the need for further hiring, thus optimizing our customer acquisition efforts. Through the integration of e-TeleQuote’s licensed agents into our independent network of external agents, we believe we are well-positioned to leverage this expanded agent base, strengthening our market position and expanding our capacity to deliver high-quality consumer experiences.

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. Non-Encompass BPO Services contributed no revenue during the three months ended September 30, 2023. During the nine months ended September 30, 2023, Non-Encompass BPO Services contributed $9.3 million of net revenues.

Ownership

GoHealth, Inc. is the sole managing member of GHH, LLC. Although we have a minority economic interest in GHH, LLC, we have the sole voting interest in, and control of the business and affairs of, GHH, LLC and its direct and indirect subsidiaries. As a result, GoHealth, Inc. consolidates GHH, LLC and records significant non-controlling interest in a consolidated entity in GoHealth, Inc.’s Condensed Consolidated Financial Statements for the economic interest in GHH, LLC held directly or indirectly by the Continuing Equity Owners. 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 percentage for the three and nine months ended September 30, 2024 was 55.9% and 56.3%, respectively. The non-controlling interest holders' weighted average ownership percentages for the three and nine months ended September 30, 2023 were 57.5% and 58.5%, respectively.

The percentage ownership of total shares of Class A and Class B common stock issued and outstanding as of September 30, 2024, is as follows:

GoHealth, Inc.			2024 Form 10-Q			27

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The percentage of ownership noted above is inclusive of only Class A and Class B common stock issued and outstanding. It does not include the Series A redeemable convertible preferred stock or the impact of any conversion of such, should a conversion occur. For more information on the Series A redeemable convertible preferred stock, please refer to Note 5, “Stockholders' Equity” of the Notes to the Condensed Consolidated Financial Statements.

GoHealth, Inc. is subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of GHH, LLC and is taxed at the prevailing corporate tax rates. In addition to tax expenses, we also incur expenses related to our status as a public company, plus payment obligations under the Tax Receivable Agreement (“TRA”), which could be significant. We intend to cause GHH, LLC to make distributions to us in an amount sufficient to allow us to pay these expenses and fund any payments due under the TRA.

GoHealth, Inc.			2024 Form 10-Q			28

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Results of Operations

The following is our consolidated results of operations for the three and nine months ended September 30, 2024 and 2023:

						Three months ended Sep. 30,												Nine months ended Sep. 30,
(in thousands)						2024						2023						2024						2023
Net revenues						118,292						132,037						409,762						457,974
Operating expenses:
Revenue share						19,683						35,992						78,376						117,876
Marketing and advertising						45,270						39,416						136,049						124,428
Consumer care and enrollment						45,556						46,472						132,731						134,035
Technology						9,801						11,652						28,921						31,706
General and administrative						17,140						12,967						50,457						73,440
Amortization of intangible assets						23,514						23,514						70,542						70,543
Operating lease impairment charges						—						—						—						2,687
Total operating expenses						160,964						170,013						497,076						554,715
Income (loss) from operations						(42,672)						(37,976)						(87,314)						(96,741)
Interest expense						19,086						17,565						55,133						51,721
Gain on bargain purchase						(77,363)						—						(77,363)						—
Other (income) expense, net						250						771						332						739
Income (loss) before income taxes						15,355						(56,312)						(65,416)						(149,201)
Income tax (benefit) expense						(11)						(108)						(122)						(225)
Net income (loss)						15,366						(56,204)						(65,294)						(148,976)
Net income (loss) attributable to non-controlling interests						8,591						(32,294)						(36,857)						(86,945)
Net income (loss) attributable to GoHealth, Inc.						$	6,775					$	(23,910)					$	(28,437)					$	(62,031)
Net Income (Loss) Margin						13.0		%				(42.6)		%				(15.9)		%				(32.5)		%
Non-GAAP financial measures:
EBITDA						$	60,860					$	(12,482)					$	68,679					$	(18,580)
Adjusted EBITDA						$	(12,106)					$	(11,475)					$	2,479					$	18,091
Adjusted EBITDA Margin						(10.2)		%				(8.7)		%				0.6		%				4.0		%

The following is our net revenues for the three and nine months ended September 30, 2024 and 2023:

Net Revenues						Three months ended Sep. 30,
						2024						2023						$ Change						% Change
						$	118,292					$	132,037					$	(13,745)					(10.4)		%
						Nine months ended Sep. 30,
						2024						2023						$ Change						% Change
						$	409,762					$	457,974					$	(48,212)					(10.5)		%

The decrease for the three months ended September 30, 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. Within agency revenue, there was a decline in LTV rates due to lower persistency, as well as a decrease in partner marketing and other revenue, which includes the marketing services GoHealth provides to its health plan partners. The decrease for the nine months ended September 30, 2024 compared to the prior year period was primarily attributable to a decrease in agency revenue driven by a decline in Submissions generated by our external agents. The decrease was further attributable to a decline in LTV rates due to lower persistency, as well as 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. The decrease was partially offset by an increase in non-agency revenue.

The following are our key components of operating expenses and results thereof for the three and nine months ended September 30, 2024 and 2023:

GoHealth, Inc.			2024 Form 10-Q			29

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Revenue share						Three months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	19,683					$	35,992					$	(16,309)					(45.3)		%				16.6%						27.3%
						Nine months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	78,376					$	117,876					$	(39,500)					(33.5)		%				19.1%						25.7%

The decreases for both the three and nine months ended September 30, 2024 compared to the prior year periods were 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. The decreases were partially offset by increases in expense recognized pursuant to the revenue-sharing components of our vConnect program, which launched during the second quarter of 2023 but did not operate at full scale until the beginning of the 2023 AEP.

Marketing and advertising expense						Three months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	45,270					$	39,416					$	5,854					14.9		%				38.3%						29.9%
						Nine months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	136,049					$	124,428					$	11,621					9.3		%				33.2%						27.2%

The increases for the three and nine months ended September 30, 2024 compared to the prior year periods were 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 increases were partially offset by the decline in payments to our external marketing partners driven by a decline in Submissions generated by our external agents.

Consumer care and enrollment						Three months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	45,556					$	46,472					$	(916)					(2.0)		%				38.5%						35.2%
						Nine months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	132,731					$	134,035					$	(1,304)					(1.0)		%				32.4%						29.3%

The slight decreases for the three and nine months ended September 30, 2024 compared to the prior year periods were primarily attributable to a reduced agent headcount and the realization of strategic cost saving initiatives.

Technology expense						Three months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	9,801					$	11,652					$	(1,851)					(15.9)		%				8.3%						8.8%
						Nine months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	28,921					$	31,706					$	(2,785)					(8.8)		%				7.1%						6.9%

The decreases for both the three and nine months ended September 30, 2024 compared to the prior year periods were primarily attributable to reduced headcounts in our technology support functions.

General and administrative expense						Three months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						17,140						12,967						$	4,173					32.2		%				14.5%						9.8%
						Nine months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	50,457					$	73,440					$	(22,983)					(31.3)		%				12.3%						16.0%

GoHealth, Inc.			2024 Form 10-Q			30

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The increase for the three months ended September 30, 2024 compared to the prior year period was primarily attributable to an increase in share-based compensation expense and an increase in legal fees, partially offset by reduced headcounts. The decrease for the nine months ended September 30, 2024 compared to the prior year period was primarily attributable to a decrease in expense related to legal fees for the Securities Class Action, share-based compensation expense and reduced headcounts.

Amortization of intangible assets						Three months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						23,514						23,514						$	—					—		%				19.9%						17.8%
						Nine months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	70,542					$	70,543					$	(1)					—		%				17.2%						15.4%

Amortization of intangible assets expense was $23.5 million for both the three months ended September 30, 2024 and 2023 and $70.5 million for both the nine months ended September 30, 2024 and 2023. Amortization of intangible assets expense relates to the amortization of developed technology and customer relationships.

Interest expense						Three months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						19,086						17,565						$	1,521					8.7		%				16.1%						13.3%
						Nine months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	55,133					$	51,721					$	3,412					6.6		%				13.5%						11.3%

The increases for the three and nine months ended September 30, 2024 compared to the prior year periods were primarily attributable to an increase in amortization expense related to debt issuance costs and an increase in interest rates related to our Term Loan Facilities, partially offset by interest savings related to the $50.0 million reduction of principal related to our Term Loan Facilities.

Gain on bargain purchase						Three months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						(77,363)						—						$	(77,363)					NM						(65.4)%						—%
						Nine months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	(77,363)					$	—					$	(77,363)					NM						(18.9)%						—%

NM = Not meaningful

We recognized a gain on bargain purchase of $77.4 million for both the three and nine months ended September 30, 2024 related to the e-TeleQuote acquisition. The gain represents the excess of the acquisition-date fair value of the net assets acquired over the acquisition-date fair value of the consideration transferred.

Non-GAAP Financial Measures

We use supplemental measures of our performance that are derived from our consolidated financial information but which are not presented in our Condensed Consolidated Financial Statements prepared in accordance with GAAP. 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. 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. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an

GoHealth, Inc.			2024 Form 10-Q			31

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enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. Adjusted EBITDA is used as a basis for certain compensation programs sponsored by the Company. There are limitations to the use of the non-GAAP financial measures presented in this Quarterly Report on Form 10-Q. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for the most directly comparable measures prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to their most directly comparable GAAP financial measures are presented in the tables below in this Quarterly Report on Form 10-Q. 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 may include other expenses, costs and non-routine items.

The following table sets forth the reconciliations of GAAP net income (loss) to EBITDA and Adjusted EBITDA for the periods presented:

						Three months ended Sep. 30,												Nine months ended Sep. 30,
Non-GAAP Financial Measures						2024						2023						2024						2023
Net revenues						$	118,292					$	132,037					$	409,762					$	457,974
Net income (loss)						15,366						(56,204)						(65,294)						(148,976)
Interest expense						19,086						17,565						55,133						51,721
Income tax expense (benefit)						(11)						(108)						(122)						(225)
Depreciation and amortization expense						26,419						26,265						78,962						78,900
EBITDA						60,860						(12,482)						68,679						(18,580)
Gain on bargain purchase(1)						(77,363)						—						(77,363)						—
Share-based compensation expense (benefit)(2)						2,859						(545)						6,534						16,159
Professional services(3)						818						1,213						818						1,213
Legal fees(4)						654						339						1,331						14,692
Severance costs(5)						66						—						2,480						1,920
Operating lease impairment charges(6)						—						—						—						2,687
Adjusted EBITDA						$	(12,106)					$	(11,475)					$	2,479					$	18,091
Net Income (Loss) Margin						13.0		%				(42.6)		%				(15.9)		%				(32.5)		%
Adjusted EBITDA Margin						(10.2)		%				(8.7)		%				0.6		%				4.0		%

(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 14, Acquisitions.

(2)Represents non-cash share-based compensation expense (benefit) relating to equity awards as well as share-based compensation expense (benefit) relating to liability classified awards that will be settled in cash.

(3)Represents costs primarily associated with non-recurring consulting fees and other professional services.

(4)Represents legal fees, settlement accruals and other expenses related to certain acquisitions, litigation, Credit Agreement amendments and other non-routine legal or regulatory matters as described in Note 4, “Long-Term Debt” and Note 11, “Commitments and Contingencies” of the Notes to the Condensed Consolidated Financial Statements.

(5)Represents severance costs and other fees associated with a reduction in workforce unrelated to restructuring activities.

(6)Represents operating lease impairment charges, reducing the carrying value of the associated ROU assets and leasehold improvements to the estimated fair values.

Adjusted EBITDA						Three months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	(12,106)					$	(11,475)					$	(631)					(5.5)		%				(10.2)		%				(8.7)		%
						Nine months ended Sep. 30,																								% of Net Revenues
						2024						2023						$ Change						% Change						2024						2023
						$	2,479					$	18,091					$	(15,612)					(86.3)		%				0.6		%				4.0		%

The decreases for the three and nine months ended September 30, 2024 compared to the prior year periods were primarily due to period-over-period declines in net revenues, partially offset by realized operational efficiencies as a result of our focus on driving high-quality Medicare services for our consumers through the Encompass operating model. Our improved operating efficiencies were enabled by reduced headcount, targeted marketing and enhancements in our proprietary technology.

Key Business Performance and Operating Metrics

GoHealth, Inc.			2024 Form 10-Q			32

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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.

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. Not all Submissions will go into effect, as some individuals may fail to enroll or once enrolled may switch out of a policy within the disenrollment period during the first 90 days of the policy.

The following table presents the number of Submissions for the periods presented:

Submissions						Three months ended Sep. 30,
						2024						2023						Change						% Change
						166,195						161,550						4,645						2.9		%
						Nine months ended Sep. 30,
						2024						2023						Change						% Change
						534,737						538,032						(3,295)						(0.6)		%

The increase for the three months ended September 30, 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 targeted marketing efforts and investment in technology. The increase was partially offset by a decrease in Submissions generated by our external agents. The decrease for the nine months ended September 30, 2024 compared to the prior year period was primarily attributable to a decrease in Submissions generated by our external agents due to broader market pressures impacting our external broker partners, partially offset by an increase in Submissions generated by GoHealth’s internal network of agents.

Sales Per Submission

Sales per Submission is an operating metric that represents the average performance of Submissions generated during the reporting period. 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. Sales per Submission measures revenues only from the Submissions generated in the period and excludes items that are unrelated to such Submissions.

Sales per Submission is not meant to be considered as an indicator of financial performance in isolation from or as a substitute for the Company’s net revenues. Management uses this metric to measure the performance of the Submissions generated in a reporting period by reviewing and presenting average performance on a per Submission basis over time.

The numerator of Sales per Submission includes revenues generated by Submissions produced in the reporting period through both our agency and non-agency models. The mix of agency and non-agency contracts could impact Sales per Submission. The Company has a portfolio of agency and non-agency contracts, varying by health plan partner and product, and the mix of these contracts is dependent on the plans most suitable for the consumers we serve.

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. 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. See “Risk Factors—Risks Related to Our Business—Our operating results may be adversely impacted by factors that impact our estimate of LTV” in our 2023 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 Company recognizes partner marketing revenue over the measurement period as Submissions are generated and generally gets paid a fixed fee per Submission that results in either a policy effectuating or staying in-force through the rapid disenrollment period, or 90 days post-effectuation.

Non-agency revenue refers to enrollment and engagement services for which cash is collected in advance or in close proximity to the point in time revenue is recognized, with the amount of variable consideration generally resolved within 90 days of when the related policy effectuates. The Company does not receive commissions or fees on subsequent renewals for non-agency Submissions. For more information on the Company’s agency and non-agency revenue, refer to Note 9, “Revenue.”

GoHealth, Inc.			2024 Form 10-Q			33

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The following table presents the Sales per Submission for the periods presented:

Sales Per Submission						Three months ended Sep. 30,
						2024						2023						$ Change						% Change
						$	702					$	813					$	(111)					(13.7)		%
						Nine months ended Sep. 30,
						2024						2023						$ Change						% Change
						$	761					$	817					$	(56)					(6.9)		%

The decreases for both the three and nine months ended September 30, 2024 compared to the prior year periods were primarily attributable to a shift from non-agency to agency revenue as a result of changing carrier mix within the non-agency channel. The decreases were further attributable to a decline in LTV rates due to lower persistency.

Direct Operating Cost Per Submission

Direct Operating Cost per Submission is an operating metric that represents the average performance of Submissions generated during the reporting period. Direct Operating Cost per Submission measures costs directly attributable to Submissions generated in the period and excludes costs that are indirect or fixed. The numerator of Direct Operating Cost per Submission, referred to as Direct Operating Cost of Submission, is the portion of the respective operating expenses for revenue share, marketing and advertising and consumer care and enrollment that are directly related to the Submissions generated in the reporting period. Management uses this metric to measure the cost of the Submissions generated in a reporting period by reviewing and presenting average cost on a per Submission basis over time.

Revenue share represents variable expense related to agency and non-agency Submissions generated in the reporting period by our external agents with whom we have a revenue-sharing arrangement. These amounts exclude items that are unrelated to Submissions generated in the reporting period such as the impact to revenue share resulting from revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods by our external agents. Marketing and advertising expense consists primarily of expenses associated with acquiring consumers through the Company’s direct, online advertising and marketing partner channels as well as through online, television and direct mail advertisements. A significant portion of our marketing and advertising expenses is driven by the number of health insurance applications submitted through us. Such costs are direct and variable with Submissions. These amounts exclude items that are unrelated to Submissions generated in the reporting period such as share-based compensation expense. Consumer care and enrollment expenses primarily consist of compensation and benefits costs for enrollment personnel who assist consumers during the health plan enrollment and application processes and such expenses are generally variable with Submissions. These amounts exclude items that are unrelated to Submissions generated in the reporting period such as share-based compensation expense and Non-Encompass BPO Services.

The following table presents the Direct Operating Cost per Submission for the periods presented:

Direct Operating Cost Per Submission						Three months ended Sep. 30,
						2024						2023						$ Change						% Change
						$	663					$	745					$	(82)					(11.0)		%
						Nine months ended Sep. 30,
						2024						2023						$ Change						% Change
						$	647					$	679					$	(32)					(4.7)		%

The decreases in Direct Operating Cost per Submission for the three and nine months ended September 30, 2024 compared to the prior year periods were primarily attributable to a decrease in expense recognized pursuant to our revenue-sharing agreements with our external partners, partially offset by an increase in marketing and advertising expense related to our investments in targeted marketing efforts. Our focus on Direct Operating Cost per Submission enables us to effectively manage expenses and investment in a highly regulated industry where benefits change annually, contracting dynamics change annually and consumer behavior can vary.

Sales/Direct Operating Cost of Submission

Sales/Direct Operating Cost of Submission represents the numerator of Sales per Submission, as defined above, divided by Direct Operating Cost of Submission, as defined above.

The following are our Direct Operating Cost of Submission (in thousands) and Sales/Direct Operating Cost of Submission for the periods presented:

GoHealth, Inc.			2024 Form 10-Q			34

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						Three months ended Sep. 30,												Nine months ended Sep. 30,
						2024						2023						2024						2023
Direct Operating Cost of Submission						$	110,245					$	120,362					$	346,112					$	365,612
Sales/Direct Operating Cost of Submission						1.1						1.1						1.2						1.2

The decreases in Direct Operating Cost of Submission for both the three and nine months ended September 30, 2024 compared to the prior year periods were primarily attributable to a decrease in expense recognized pursuant to our revenue-sharing agreements with our external partners, partially offset by an increase in marketing and advertising expense related to our investments in targeted marketing efforts.

Sales/Direct Operating Cost of Submission was 1.1 for both the three months ended September 30, 2024 and 2023 and 1.2 for both the nine months ended September 30, 2024 and 2023.

Liquidity and Capital Resources

Overview

Our liquidity needs primarily include working capital and debt service requirements. At September 30, 2024, cash and cash equivalents totaled $35.5 million. We believe that our current sources of liquidity, which include cash and cash equivalents and funds available under the Credit Facilities, as further described below, will be sufficient to meet our projected operating and debt service requirements for at least the next twelve months. Short-term liquidity needs will primarily be funded through the Revolving Credit Facilities, as further described 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 incurrence of additional debt financing would result in debt service obligations and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations.

The following table presents a summary of cash flows for the nine months ended September 30, 2024 and 2023:

						Nine months ended Sep. 30,
(in thousands)						2024						2023
Net cash provided by (used in) operating activities						$	(36,211)					$	37,840
Net cash provided by (used in) investing activities						6,025						(8,087)
Net cash provided by (used in) financing activities						(25,064)						(20,019)

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, operating lease impairment charges, non-cash lease expense and the effect of changes in working capital and other activities.

Collection of commissions receivable depends upon the timing of the receipt of commission payments. If there were to be a delay in receiving a commission payment from a health plan partner within a quarter, the operating cash flows for that quarter could be adversely impacted.

A significant portion of marketing and advertising expense is driven by the number of qualified prospects required to generate the Submissions. Marketing and advertising costs are expensed and generally paid as incurred and since commissions revenue is recognized upon approval of a Submission but commission payments are paid to us over time, there are working capital requirements to fund the upfront cost of acquiring new policies.

Net cash used in operating activities was $36.2 million for the nine months ended September 30, 2024, compared to net cash provided by operating activities of $37.8 million for the nine months ended September 30, 2023. The $74.1 million decrease was primarily driven by a decrease in cash from working capital components from accrued liabilities of $37.6 million, inclusive of a $10.5 million payment made during the first quarter of 2024 to settle the Securities Class Action and $11.2 million of interest paid during the nine months ended September 30, 2024 but relating to the prior year, commissions receivable of $31.1 million and commissions payable of $13.6 million. The decrease was partially offset by an increase in cash from working capital components from accounts payable of $5.5 million and other liabilities of $5.4 million.

Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 2024 was $6.0 million, compared to net cash used in investing activities for the nine months ended September 30, 2023 of $8.1 million. The $14.1 million increase was

GoHealth, Inc.			2024 Form 10-Q			35

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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 for the nine months ended September 30, 2024 and 2023 was $25.1 million and $20.0 million, respectively. The $5.1 million increase was primarily driven by an increase in repayments of our Term Loan Facilities of $34.7 million and an increase in payments related to debt issuance costs of $13.6 million resulting from an amendment to our Credit Facilities. The increase was partially offset by the borrowing of $40.0 million under the Revolving Credit Facilities during the second quarter of 2024 and a $2.7 million decrease in payments of preferred stock dividends.

Credit Facilities

Term Loan Facilities

As of September 30, 2024, Norvax (the “Borrower”) had a principal amount of $99.5 million, $266.8 million and $86.5 million outstanding under the Incremental Term Loan Facility, the 2021 Incremental Term Loans, and the 2021-2 Incremental Term Loans, respectively. As of December 31, 2023, the Borrower had a principal amount of $110.4 million, $296.3 million and $96.1 million outstanding under the Incremental Term Loan Facility, the 2021 Incremental Term Loans, and the 2021-2 Incremental Term Loans, respectively. The effective interest rate of the Term Loan Facilities was 13.4% at September 30, 2024 and 13.0% at December 31, 2023.

Pursuant to Amendment No. 11 to the Credit Agreement, the Borrower repaid $50.0 million and $25.0 million in borrowings under the Term Loan Facilities in April 2024 and October 2024, respectively. In October 2024, the Borrower secured an additional $25.0 million through the Revolving Credit Facilities to fund the $25.0 million repayment on the Term Loan Facilities. The remaining unpaid balance on the Term Loan Facilities, together with all accrued and unpaid interest thereon, is subject to the Debt Refinancing described below.

Revolving Credit Facilities

The Company had $40.0 million outstanding under the Revolving Credit Facilities as of September 30, 2024 and no amounts outstanding under the Revolving Credit Facilities as of December 31, 2023. The Revolving Credit Facilities have a remaining capacity of $48.5 million and $200.0 million in the aggregate as of September 30, 2024 and December 31, 2023, respectively. The Revolving Credit Facilities are separated into two classes of revolving commitments. After the adoption of Amendment No. 11 to the Credit Agreement, the New Class A Revolving Commitments mature on June 30, 2025 and bear interest at either ABR plus 5.5% per annum or SOFR plus 6.5% per annum. Prior to maturing on September 13, 2024, the Remaining Class B Revolving Commitments bore interest at either ABR plus 3.0% per annum or SOFR plus 4.0% per annum. After September 13, 2024, the Revolving Credit Facilities included solely the New Class A Revolving Commitments.

On October 15, 2024, the Borrower entered into Amendment No. 12 to the Credit Agreement (“Amendment No. 12”), which amended the terms of the Credit Agreement to modify the definition of “Liquidity” such that, from the Amendment No. 12 effective date through and including November 15, 2024, the aggregate amount of unrestricted cash and cash equivalents owned by e-TeleQuote and held in deposit or securities accounts need not be subject to account control agreements in order to be included in the calculation of such definition. Amendment No. 12 has no material impact on the Company’s Condensed Consolidated Financial Statements or related disclosures.

Debt Refinancing

On November 4, 2024, Blizzard Midco, LLC (“Blizzard Midco”), the Borrower and certain of their subsidiaries, entered into an Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”) which amended and restated the Credit Agreement (the “Amended and Restated Credit Agreement”).

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

GoHealth, Inc.			2024 Form 10-Q			36

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

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

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

See Note 4, “Long-Term Debt,” to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information regarding the Company’s Term Loan Facilities, Revolving Credit Facilities and debt refinancing.

Recent Accounting Pronouncements

For a discussion of new accounting pronouncements recently adopted and not yet adopted, see Part 1, Note 1, “Description of Business and Significant Accounting Policies,” to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

The preparation of the Condensed Consolidated Financial Statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and the disclosure of contingent assets and liabilities. We regularly assess these estimates; however, actual amounts could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known.

Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our 2023 Annual Report on Form 10-K. During the three and nine months ended September 30, 2024, there were no material changes to our critical accounting policies from those discussed in our 2023 Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, we are not required to include disclosure under this item.

ITEM 4. CONTROLS AND PROCEDURES

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

GoHealth, Inc.			2024 Form 10-Q			37

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1.Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2.Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

3.Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2024, utilizing the framework in Internal Control-Integrated Framework (2013) established by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Our internal control over financial reporting includes policies and procedures that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Based on this evaluation and those criteria, our management concluded that our internal control over financial reporting was effective as of September 30, 2024.

Our management has concluded that the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with GAAP.

Changes in Internal Control over Financial Reporting

On September 30, 2024 we completed the acquisition of e-TeleQuote. Under guidelines established by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. In conducting our evaluation of the effectiveness of our internal control over financial reporting, we excluded e-TeleQuote from our evaluation for the quarter ended September 30, 2024.

Other than the foregoing, there were no changes in our internal controls over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

GoHealth, Inc.			2024 Form 10-Q			38

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PART II - Other Information

ITEM 1. LEGAL PROCEEDINGS.

Refer to Note 11, “Commitments and Contingencies,” of the Notes to the Condensed Consolidated Financial Statements for information about legal proceedings.

ITEM 1A. RISK FACTORS.

We refer you to our 2023 Annual Report on Form 10-K for a discussion of the risk factors that affect our business and financial results. There have been no material changes in our risk factors from those disclosed in our 2023 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

During the third quarter ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement for our securities (as defined in Item 408(c) of Regulation S-K).

GoHealth, Inc.			2024 Form 10-Q			39

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ITEM 6. EXHIBITS.

Exhibit Index

Incorporated by Reference

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

Filed/ Furnished Herewith

3.1

Amended and Restated Certificate of Incorporation of GoHealth, Inc.

10-Q

001-39390

3.1

8/20/2020

3.2

Amended and Restated Bylaws of GoHealth, Inc.

10-Q

001-39390

3.2

8/20/2020

3.3

Certificate of Designations of Series A Convertible Perpetual Preferred Stock of GoHealth, Inc.

8-K

001-39390

3.1

9/26/2022

3.4

Certificate of Designations of Series A-1 Convertible Non-Voting Perpetual Preferred Stock of GoHealth, Inc.

8-K

001-39390

3.2

9/26/2022

4.1

Specimen Stock Certificate evidencing the shares of Class A common stock.

S-1

333-239287

4.1

6/19/2020

10.1#

Employment Agreement, dated as of October 4, 2024, by and among Brendan Shanahan, GoHealth, Inc. and Norvax, LLC

8-K

001-39390

10.1

10/10/2024

10.2#

Employment Agreement, dated as of October 4, 2024, by and between Katherine O'Halloran and Norvax, LLC

8-K

001-39390

10.2

10/10/2024

10.3

Amendment No. 12 to the Credit Agreement dated as of October 15, 2024, among Norvax LLC, as borrower, Blue Owl Corporation, as administrative agent, collateral agent and required lenders

*

10.4

Consent Letter to the Credit Agreement, dated as of September 13, 2024, by and among the Borrower, each other Guarantor, Holdings, Blue Owl Capital Corporation, and each of the Lenders

*

10.5

Amendment and Restatement Agreement, dated as of November 4, 2024, by and among Blizzard Midco, LLC, Norvax, LLC, the lenders party thereto, the issuing banks party thereto, Blue Owl Capital Corporation, as the predecessor agent, and Blue Torch Finance, LLC, as administrative agent and collateral agent

*

10.6

Amended and Restated Credit Agreement, dated as of November 4, 2024, by and among Blizzard Midco, LLC, Norvax, LLC, the lenders party thereto, the issuing banks party thereto and Blue Torch Finance, LLC, as administrative agent and collateral agent

*

31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).

*

31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).

*

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.

**

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

**

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*

101.SCH

Inline XBRL Taxonomy Extension Schema Document

*

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

*

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

*

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*

*    Filed herewith.

**    Furnished herewith.

#    Indicates management contract or compensatory plan.

GoHealth, Inc.			2024 Form 10-Q			40

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						GoHealth, Inc. (Registrant)
Date:			November 7, 2024			By:			/s/ Vijay Kotte
									Vijay Kotte Chief Executive Officer (Principal Executive Officer)
Date:			November 7, 2024			By:			/s/ Brendan Shanahan
									Brendan Shanahan Chief Financial Officer (Principal Financial and Accounting Officer)

GoHealth, Inc.			2024 Form 10-Q			41