Vancouver, British Columbia--(Newsfile Corp. - September 29, 2025) - Go Metals Corp. (CSE: GOCO) ("Go Metals" or the "Company") is pleased to announce the start of metallurgical testing at its KM98 Vanadium Titanomagnetite Project in Québec. The program will generate initial data on magnetite and ilmenite concentrates from KM98 mineralization, including the first measurements of concentrate quality."A critical metallurgical assessment is an important step forward at the KM98 project," said Scott Sheldon, C ...

[Cover Page and Filing Information](index=1&type=section&id=Cover%20Page%20and%20Filing%20Information) [Registrant Information](index=1&type=section&id=Registrant%20Information) GoHealth, Inc. is a Delaware corporation, trading as GOCO on Nasdaq Global Market, classified as a non-accelerated filer and smaller reporting company - GoHealth, Inc. is listed on the Nasdaq Global Market under the ticker symbol **GOCO**[4](index=4&type=chunk) - Company Filing Status | Status | Mark | | :--- | :--- | | Large Accelerated Filer | ☐ | | Accelerated Filer | ☐ | | Non-Accelerated Filer | ☒ | | Smaller Reporting Company | ☒ | | Emerging Growth Company | ☐ | - As of August 7, 2025, the company had **15,988,354 shares of Class A common stock** and **12,620,884 shares of Class B common stock** issued[5](index=5&type=chunk) [Preliminary Information](index=5&type=section&id=Preliminary%20Information) [CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=5&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This report contains forward-looking statements concerning liquidity, future operations, business strategy, AI technology, regulatory impacts, and the e-TeleQuote acquisition integration - Forward-looking statements cover liquidity, future operating results, business strategy, AI technology application, regulatory changes, and e-TeleQuote acquisition integration[9](index=9&type=chunk) - Actual results may differ materially from forward-looking statements due to factors described in "Risk Factors" and "Management's Discussion and Analysis"[10](index=10&type=chunk)[11](index=11&type=chunk) [CERTAIN DEFINITIONS AND KEY TERMS](index=5&type=section&id=CERTAIN%20DEFINITIONS%20AND%20KEY%20TERMS) This section defines key terms used in the report, including company entities, equity structure parties, and transactions - "We", "the Company", "GoHealth" refer to GoHealth, Inc. and its direct and indirect subsidiaries, including GoHealth Holdings, LLC[14](index=14&type=chunk) - "Continuing Equity Owners" are direct or indirect holders of GHH, LLC's LLC interests and the Company's Class B common stock, convertible into Class A common stock or cash under certain conditions[14](index=14&type=chunk) - "Transactions" refer to the Company's initial public offering (IPO) and related organizational transactions[19](index=19&type=chunk) [NON-GAAP FINANCIAL MEASURES](index=6&type=section&id=NON-GAAP%20FINANCIAL%20MEASURES) The company uses non-GAAP financial measures like EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to supplement GAAP statements and assess operating performance - Non-GAAP financial measures include EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin, supplementing GAAP financial information[17](index=17&type=chunk)[181](index=181&type=chunk) - Adjusted EBITDA is management's primary non-GAAP financial performance metric for evaluating the business, monitoring operating results, and is a basis for certain compensation plans[17](index=17&type=chunk)[182](index=182&type=chunk) - Non-GAAP metrics may not be comparable to other companies and should not be considered in isolation or as a substitute for GAAP measures[17](index=17&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk) - Non-GAAP Financial Measures Definitions | Metric | Definition | | :--- | :--- | | **EBITDA** | Net income (loss) plus interest expense, income tax expense (benefit), and depreciation and amortization expense | | **Adjusted EBITDA** | EBITDA adjusted for specific items such as share-based compensation, professional service fees, legal fees, asset impairment, and severance expenses | | **Adjusted EBITDA Margin** | Adjusted EBITDA divided by net revenue | [KEY BUSINESS PERFORMANCE AND OPERATING METRICS](index=7&type=section&id=KEY%20BUSINESS%20PERFORMANCE%20AND%20OPERATING%20METRICS) Key business and operating metrics such as Submissions, Sales per Submission, and Direct Operating Cost per Submission are used to evaluate performance and drive operations - Key operating metrics include Sales per Submission and Direct Operating Cost per Submission, used to understand the company's underlying financial performance and trends[23](index=23&type=chunk) - "Submission" refers to a completed and approved Medicare application, an application referred through the Encompass model, or a completed and approved GoHealth Protect application[24](index=24&type=chunk)[193](index=193&type=chunk) - "Sales per Submission" measures the average revenue generated per submission during the reporting period, including Medicare agency and non-agency revenue and GoHealth Protect revenue[24](index=24&type=chunk)[195](index=195&type=chunk) - "Direct Operating Cost per Submission" measures the average cost directly incurred per submission during the reporting period, including revenue share, marketing and advertising, and consumer care and enrollment expenses[24](index=24&type=chunk)[199](index=199&type=chunk) [PART I - FINANCIAL INFORMATION](index=8&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS.](index=8&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS.) This section presents GoHealth, Inc.'s unaudited condensed consolidated financial statements as of June 30, 2025, and December 31, 2024, with detailed notes [CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS](index=8&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) For the three months ended June 30, 2025, net revenue was $94,048 thousand, a 11.2% decrease year-over-year, with operating loss expanding to $99,386 thousand and net loss at $115,989 thousand - Condensed Consolidated Statements of Operations Summary (Unaudited, in thousands of dollars, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Revenue | 94,048 | 105,870 | 315,020 | 291,470 | | Total Operating Expenses | 193,434 | 146,480 | 407,737 | 336,112 | | Operating Income (Loss) | (99,386) | (40,610) | (92,717) | (44,642) | | Interest Expense | 16,945 | 18,096 | 32,899 | 36,047 | | Income Tax (Benefit) Expense | (353) | (40) | 749 | (111) | | Net Income (Loss) | (115,989) | (59,314) | (125,775) | (80,660) | | Net Income (Loss) Attributable to GoHealth, Inc. | (54,277) | (25,996) | (58,685) | (35,212) | | Net Income (Loss) Per Share of Class A Common Stock—Basic and Diluted | (5.10) | (2.70) | (5.72) | (3.76) | - Net revenue for Q2 2025 decreased by **11.2% year-over-year**, primarily due to the company's conscious scaling back of Medicare Advantage business activities[26](index=26&type=chunk)[169](index=169&type=chunk) - Operating loss and net loss for Q2 2025 significantly expanded year-over-year, partly due to a **$53.0 million intangible asset impairment charge**[26](index=26&type=chunk)[179](index=179&type=chunk) [CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)](index=9&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME%20(LOSS)) For the three months ended June 30, 2025, comprehensive loss expanded to $115,769 thousand from $59,361 thousand in the prior year, with comprehensive loss attributable to GoHealth, Inc. at $54,174 thousand - Condensed Consolidated Statements of Comprehensive Income (Loss) Summary (Unaudited, in thousands of dollars) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Income (Loss) | (115,989) | (59,314) | (125,775) | (80,660) | | Other Comprehensive Income (Loss): | | | | | | Foreign Currency Translation Adjustment | 220 | (47) | 101 | (52) | | Comprehensive Income (Loss) | (115,769) | (59,361) | (125,674) | (80,712) | | Comprehensive Income (Loss) Attributable to Non-Controlling Interests | (61,595) | (33,344) | (67,038) | (45,477) | | Comprehensive Income (Loss) Attributable to GoHealth, Inc. | (54,174) | (26,017) | (58,636) | (35,235) | [CONDENSED CONSOLIDATED BALANCE SHEETS](index=10&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2025, total assets were $1,311,060 thousand, down from $1,488,423 thousand at December 31, 2024, reflecting increased liabilities and reduced stockholders' equity - Condensed Consolidated Balance Sheets Summary (Unaudited, in thousands of dollars, except per share amounts) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and Cash Equivalents | 35,590 | 40,921 | | Commissions Receivable - Current | 226,152 | 320,399 | | Total Current Assets | 288,802 | 400,411 | | Commissions Receivable - Non-Current | 770,452 | 733,161 | | Intangible Assets, Net | 202,469 | 302,497 | | **Total Assets** | **1,311,060** | **1,488,423** | | **Liabilities** | | | | Total Current Liabilities | 185,003 | 338,052 | | Long-Term Debt, Net of Current Portion | 560,003 | 447,865 | | **Total Liabilities** | **792,075** | **691,971** | | **Stockholders' Equity** | | | | Total Stockholders' Equity Attributable to GoHealth, Inc. | 191,775 | 241,839 | | Non-Controlling Interests | 87,317 | 163,599 | | **Total Stockholders' Equity** | **279,092** | **405,438** | - Net intangible assets were **$202,469 thousand** as of June 30, 2025, a significant decrease from **$302,497 thousand** at December 31, 2024, primarily due to a **$53.0 million intangible asset impairment charge**[33](index=33&type=chunk)[65](index=65&type=chunk) - Long-term debt, net of current portion, increased from **$447,865 thousand** at December 31, 2024, to **$560,003 thousand** at June 30, 2025, reflecting increased borrowings[33](index=33&type=chunk)[69](index=69&type=chunk) [CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY](index=11&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20EQUITY) For the six months ended June 30, 2025, total stockholders' equity attributable to GoHealth, Inc. decreased from $405,438 thousand to $279,092 thousand, primarily due to net loss and reduced non-controlling interests - Condensed Consolidated Statements of Changes in Stockholders' Equity Summary (Unaudited, in thousands of dollars) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Beginning Balance (January 1) | 405,438 | 405,653 | | Net Income (Loss) | (125,775) | (80,660) | | Net Income (Loss) Attributable to GoHealth, Inc. | (58,685) | (35,212) | | Net Income (Loss) Attributable to Non-Controlling Interests | (67,090) | (45,448) | | Share-Based Compensation Expense | 5,952 | 5,546 | | Treasury Stock Repurchases (Employee Tax Withholding) | (5,028) | (1,335) | | Class A Redeemable Convertible Preferred Stock Accrued Dividends | (1,928) | (1,799) | | LLC Interest Redemptions | — | — | | Ending Balance (June 30) | 279,092 | 327,799 | - As of June 30, 2025, the accumulated deficit attributable to GoHealth, Inc. increased to **$481,893 thousand**, reflecting ongoing net losses[41](index=41&type=chunk) - The weighted-average ownership percentage of non-controlling interests for the six months ended June 30, 2025, was **54.1%**, down from **56.5%** in the prior year period[85](index=85&type=chunk) [CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS](index=13&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended June 30, 2025, net cash used in operating activities increased to $50,222 thousand, while net cash from financing activities significantly increased due to higher Class A revolving credit facility borrowings - Condensed Consolidated Statements of Cash Flows Summary (Unaudited, in thousands of dollars) | Cash Flow Category | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | (50,222) | (23,984) | | Net Cash from Investing Activities | (5,877) | (7,258) | | Net Cash from Financing Activities | 50,667 | (45,391) | | Cash and Cash Equivalents, End of Period | 35,590 | 14,124 | - Net cash used in operating activities increased by **$26.2 million**, primarily due to increased net loss and reduced cash from working capital items like commissions receivable, prepaid expenses, and accrued liabilities[211](index=211&type=chunk) - Net cash provided by financing activities increased by **$96.1 million**, mainly due to increased borrowings under the Class A revolving credit facility and reduced term loan repayments[213](index=213&type=chunk) [NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=14&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed notes to the condensed consolidated financial statements, covering business description, accounting policies, fair value, intangible assets, debt, equity, and subsequent events [1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES](index=14&type=section&id=1.%20DESCRIPTION%20OF%20BUSINESS%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) GoHealth is a leading health insurance marketplace and Medicare-focused digital health company, using its platform and licensed agents to help consumers select Medicare plans - GoHealth serves **67 million Medicare-eligible Americans** by simplifying Medicare plan selection through its technology platform and licensed agents[46](index=46&type=chunk)[154](index=154&type=chunk) - The company primarily offers Medicare Advantage, Medicare Supplement, and prescription drug plans, utilizing machine learning algorithms to match consumer needs[47](index=47&type=chunk) - The company has secured additional liquidity through the Superpriority Credit Agreement and Amendment No. 14, with management believing going concern doubts have been alleviated[55](index=55&type=chunk) - The Medicare Annual Enrollment Period (AEP) in Q4 drives increased submissions and related expenses, with Q1 being the second highest and Q2/Q3 the lowest[57](index=57&type=chunk) [2. FAIR VALUE MEASUREMENTS](index=15&type=section&id=2.%20FAIR%20VALUE%20MEASUREMENTS) The company measures financial instruments at fair value using a three-level hierarchy, recording impairment charges for operating leases and an indefinite-lived trade name using Level 3 inputs - The company categorizes fair value inputs into three levels: Level 1 (quoted prices in active markets), Level 2 (similar assets or non-active market quotes), and Level 3 (unobservable inputs)[61](index=61&type=chunk) - For the three and six months ended June 30, 2025, the company recorded **$0.1 million** and **$0.8 million**, respectively, in operating lease impairment charges due to termination or subleasing of office and call center spaces[63](index=63&type=chunk)[180](index=180&type=chunk) - For the three and six months ended June 30, 2025, the company recorded a **$53.0 million** impairment charge to its indefinite-lived trade name, reducing its carrying value to **$20.0 million**, estimated using the relief-from-royalty method under the income approach (Level 3 inputs)[64](index=64&type=chunk)[65](index=65&type=chunk)[179](index=179&type=chunk) [3. INTANGIBLE ASSETS, NET](index=16&type=section&id=3.%20INTANGIBLE%20ASSETS,%20NET) As of June 30, 2025, net intangible assets were $202,469 thousand, a significant decrease from $302,497 thousand, primarily due to a $53.0 million impairment of an indefinite-lived trade name - In Q2 2025, the company recorded a **$53.0 million** impairment charge to its indefinite-lived trade name, reducing its carrying value to **$20.0 million**[65](index=65&type=chunk)[179](index=179&type=chunk) - The impairment resulted from revised long-term forecasts reflecting a conscious scaling back of Medicare Advantage business activities due to tightening health plan economics[65](index=65&type=chunk) - Intangible Assets, Net (in thousands of dollars) | Category | Net Carrying Value June 30, 2025 | Net Carrying Value December 31, 2024 | | :--- | :--- | :--- | | Developed Technology | 85,029 | 120,457 | | Customer Relationships | 97,440 | 109,040 | | Indefinite-Lived Trade Name | 20,000 | 73,000 | | **Total Intangible Assets** | **202,469** | **302,497** | [4. LONG-TERM DEBT](index=17&type=section&id=4.%20LONG-TERM%20DEBT) As of June 30, 2025, total long-term debt was $560,003 thousand, including existing term loans and a Class A revolving credit facility, with subsequent amendments further adjusting debt terms - Long-Term Debt Composition (in thousands of dollars) | Debt Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Existing Term Loan | 490,803 | 475,000 | | Class A Revolving Credit Facility | 89,741 | 30,000 | | Less: Unamortized Debt Discount and Issuance Costs | (20,541) | (17,635) | | **Total Debt** | **560,003** | **487,365** | | Less: Current Portion of Long-Term Debt | — | (39,500) | | **Total Long-Term Debt** | **560,003** | **447,865** | - As of June 30, 2025, the outstanding principal for the existing term loan was **$490.8 million**, with an effective interest rate of **11.78%**[71](index=71&type=chunk) - As of June 30, 2025, the outstanding amount for the Class A revolving credit facility was **$89.7 million**, with no remaining available capacity[74](index=74&type=chunk) - Amendment No. 13, signed on June 30, 2025, extended the maturity date of the Class A revolving credit facility and allowed for payment-in-kind interest for both term loans and the Class A revolving credit facility[78](index=78&type=chunk) [5. STOCKHOLDERS' EQUITY](index=20&type=section&id=5.%20STOCKHOLDERS'%20EQUITY) The company's equity structure includes Class A common stock, Class B common stock, and redeemable convertible preferred stock, with specific voting, dividend, and conversion rights - The company's Class A and Class B common stock maintain a **one-to-one ratio** with GHH, LLC's LLC interests, and Class B common stockholders do not receive dividends[82](index=82&type=chunk)[83](index=83&type=chunk) - Non-controlling interests represent the economic interests of Continuing Equity Owners in GHH, LLC, with weighted-average ownership percentages of **53.2%** and **54.1%** for the three and six months ended June 30, 2025, respectively[85](index=85&type=chunk)[163](index=163&type=chunk) - Class A redeemable convertible preferred stock carries a **7.0% annual dividend rate** and is convertible into Class A common stock or Class A-1 convertible preferred stock under certain conditions[90](index=90&type=chunk)[91](index=91&type=chunk) - The company classifies Class A redeemable convertible preferred stock and Class A-1 convertible preferred stock as temporary equity because their redemption is not solely within the company's control[100](index=100&type=chunk) [6. SHARE-BASED COMPENSATION PLANS](index=22&type=section&id=6.%20SHARE-BASED%20COMPENSATION%20PLANS) For the three months ended June 30, 2025, total share-based compensation expense (benefit) was $(135) thousand, compared to $1,892 thousand in the prior year period - Share-Based Compensation Expense (Benefit) by Operating Function (Unaudited, in thousands of dollars) | Operating Function | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Marketing and Advertising | 85 | 52 | 149 | 128 | | Consumer Care and Enrollment | 148 | 328 | 428 | 652 | | Technology | 219 | 247 | 506 | 486 | | General and Administrative | (587) | 1,265 | 1,585 | 2,409 | | **Total Share-Based Compensation Expense (Benefit)** | **(135)** | **1,892** | **2,668** | **3,675** | - Share-based compensation expense for Q2 2025 turned into a benefit, primarily due to a negative benefit related to stock appreciation rights (SARs) within general and administrative expenses[101](index=101&type=chunk) [7. NET INCOME (LOSS) PER SHARE](index=23&type=section&id=7.%20NET%20INCOME%20(LOSS)%20PER%20SHARE) For the three months ended June 30, 2025, basic and diluted loss per share of Class A common stock was $5.10, an increase from $2.70 in the prior year, with diluted loss equal to basic loss - Basic and Diluted Net Loss Per Share of Class A Common Stock Calculation (Unaudited, in thousands of dollars, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Loss Attributable to Common Stockholders - Basic and Diluted | (55,249) | (26,903) | (60,613) | (37,011) | | Weighted-Average Shares of Class A Common Stock - Basic and Diluted | 10,830 | 9,973 | 10,603 | 9,844 | | Net Loss Per Share of Class A Common Stock - Basic and Diluted | (5.10) | (2.70) | (5.72) | (3.76) | - Diluted loss per share is the same as basic loss per share because the inclusion of potentially issuable shares (including equity awards, redeemable convertible preferred stock, and Class B common stock) would be anti-dilutive[102](index=102&type=chunk)[103](index=103&type=chunk) [8. INCOME TAXES](index=23&type=section&id=8.%20INCOME%20TAXES) GoHealth, Inc. is taxed as a corporation, while GHH, LLC is taxed as a partnership. The company's effective tax rates for the three and six months ended June 30, 2025, were 0.30% and (0.60)%, respectively, below the statutory rate - GoHealth, Inc. is taxed as a corporation, while GHH, LLC is taxed as a partnership and does not pay federal income tax[104](index=104&type=chunk) - Effective Tax Rate | Period | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Effective Tax Rate | 0.30% | 0.07% | (0.60)% | 0.14% | - The effective tax rate is lower than the statutory rate, primarily due to loss entities and losses attributable to non-controlling interests[105](index=105&type=chunk) - As of June 30, 2025, and December 31, 2024, the liability related to the tax receivable agreement was **$1.1 million**[107](index=107&type=chunk) [9. REVENUE](index=24&type=section&id=9.%20REVENUE) Company revenue primarily derives from Medicare insurance product sales and management. For the three months ended June 30, 2025, total net revenue decreased by 11.2% to $94,048 thousand - Revenue Breakdown (Unaudited, in thousands of dollars) | Revenue Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Medicare Agency Commission Revenue | 73,322 | 70,553 | 240,431 | 150,286 | | Medicare Partner Marketing and Other Revenue | 7,852 | 14,127 | 28,376 | 33,517 | | **Total Medicare Agency Revenue** | **81,174** | **84,680** | **268,807** | **183,803** | | Medicare Non-Agency Revenue | 4,211 | 20,444 | 35,982 | 106,346 | | **Total Medicare Revenue** | **85,385** | **105,124** | **304,789** | **290,149** | | Other Non-Agency Revenue | 8,417 | 309 | 9,701 | 472 | | Other Agency Revenue | 246 | 437 | 530 | 849 | | **Total Other Revenue** | **8,663** | **746** | **10,231** | **1,321** | | **Total Net Revenue** | **94,048** | **105,870** | **315,020** | **291,470** | - Medicare agency revenue, including commission revenue and partner marketing and other revenue, is estimated based on the expected policy life and historical experience[110](index=110&type=chunk)[112](index=112&type=chunk) - Medicare non-agency revenue, including enrollment and engagement services like Encompass Connect and Encompass Engage, and GoHealth Protect products, is recognized when services are provided or near the point of sale[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) - As of June 30, 2025, the ending balance of commissions receivable was **$996,604 thousand**, with **$770,452 thousand** classified as non-current[122](index=122&type=chunk) - Revenue Concentration by Major Customer | Customer | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | United | 43.4 % | 22.2 % | 39.2 % | 18.3 % | | Humana | 22.7 % | 25.3 % | 27.2 % | 20.3 % | | Elevance Health | 14.2 % | 15.6 % | 12.3 % | 20.1 % | [10. LEASES](index=26&type=section&id=10.%20LEASES) The company has operating lease agreements maturing between 2025 and 2032, incurring net lease expenses of $1,312 thousand and $2,845 thousand for the three and six months ended June 30, 2025, respectively - Lease Expense Components (Unaudited, in thousands of dollars) | Lease Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Operating Lease Cost | 1,778 | 2,001 | 3,988 | 3,947 | | Short-Term Lease Cost | — | 16 | 3 | 37 | | Variable Lease Cost | 36 | 109 | 82 | 271 | | Sublease Income | (502) | (669) | (1,228) | (1,176) | | **Total Net Lease Expense** | **1,312** | **1,457** | **2,845** | **3,079** | - The company incurred **$0.1 million** and **$0.8 million** in operating lease impairment charges for Q2 and H1 2025, respectively, due to terminating or subleasing portions of office and call center spaces[127](index=127&type=chunk)[180](index=180&type=chunk) - The company recognized a one-time gain of **$0.1 million** and **$0.3 million** for Q2 and H1 2025, respectively, from lease liability remeasurement and right-of-use asset adjustments due to early lease terminations[127](index=127&type=chunk) - As of June 30, 2025, the weighted-average remaining operating lease term was **6.2 years**, with a weighted-average discount rate of **9.4%**[129](index=129&type=chunk) [11. COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=11.%20COMMITMENTS%20AND%20CONTINGENCIES) The company faces multiple legal proceedings, including a derivative lawsuit and a False Claims Act lawsuit intervened by the Department of Justice, alleging violations in health plan partner arrangements - The company faces a derivative lawsuit alleging breaches of fiduciary duty by certain officers and directors, which is currently stayed[130](index=130&type=chunk)[131](index=131&type=chunk) - The Department of Justice has intervened in a False Claims Act lawsuit against the company, alleging illegal compensation and discriminatory practices in arrangements with health plan partners[132](index=132&type=chunk)[239](index=239&type=chunk) - This lawsuit could result in treble damages, civil penalties, and costs, which the company intends to vigorously defend, but the outcome could materially adversely affect its financial condition[132](index=132&type=chunk)[239](index=239&type=chunk) [12. RELATED PARTY TRANSACTIONS](index=29&type=section&id=12.%20RELATED%20PARTY%20TRANSACTIONS) The company has multiple lease agreements with entities controlled by significant stockholders, paying $1.0 million and $2.2 million in lease payments for the three and six months ended June 30, 2025, respectively - The company has lease agreements for office space with entities controlled by significant stockholders[133](index=133&type=chunk) - Related Party Lease Payments (Unaudited, in thousands of dollars) | Period | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Lease Payments | 1,000 | 1,500 | 2,200 | 3,000 | [13. SEGMENT REPORTING](index=29&type=section&id=13.%20SEGMENT%20REPORTING) The company operates as a single reportable segment focused on Medicare product sales and management, with the CEO assessing performance based on consolidated net income (loss) - The company has a single operating and reportable segment focused on Medicare product sales and management[134](index=134&type=chunk)[135](index=135&type=chunk) - The Chief Operating Decision Maker (CEO) assesses the company's performance and allocates resources based on consolidated net income (loss)[135](index=135&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) - The vast majority of the company's revenue is derived from U.S. customers, and all assets are primarily located in the U.S[136](index=136&type=chunk) [14. SUBSEQUENT EVENTS](index=29&type=section&id=14.%20SUBSEQUENT%20EVENTS) On August 6, 2025, the company completed strategic capital and governance actions, including a Superpriority Credit Agreement for $115 million in senior secured superpriority term loans and Amendment No. 14 - On August 6, 2025, the company signed the Superpriority Credit Agreement, establishing a **$115.0 million** senior secured superpriority term loan, including **$80.0 million** in new money and **$35.0 million** in rolled-over loans[140](index=140&type=chunk)[221](index=221&type=chunk) - Proceeds from the Superpriority Facility will be used for working capital, general corporate purposes, and transaction expenses, maturing on August 5, 2029[140](index=140&type=chunk)[221](index=221&type=chunk) - The Superpriority Facility includes a minimum liquidity covenant requiring the company to maintain minimum liquidity between **$5.0 million** and **$30.0 million** on specific dates[144](index=144&type=chunk) - Amendment No. 14 terminated the Class A-1 and Class A revolving credit facility commitments, extended the maturity of the remaining Class A revolving loans to August 5, 2029, and waived principal payments on existing term loans until December 31, 2026[147](index=147&type=chunk)[148](index=148&type=chunk)[220](index=220&type=chunk) - As consideration for Amendment No. 14, the company issued **4,766,219 shares of Class A common stock** to lenders, representing **19.99%** of the total Class A and Class B common stock outstanding prior to the transaction[150](index=150&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.](index=34&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITIONS%20AND%20RESULTS%20OF%20OPERATIONS.) This section provides management's discussion and analysis of the company's financial condition and operating results, covering business overview, strategy, ownership, performance, non-GAAP metrics, and liquidity [Overview](index=34&type=section&id=Overview) GoHealth is a leading health insurance marketplace and Medicare-focused digital health company, simplifying complex health plan choices for 67 million Medicare-eligible Americans - GoHealth aims to simplify the Medicare plan enrollment process by providing education, comparative guidance, transparency, and choice[154](index=154&type=chunk) - The company partners with health plans to offer high-quality health plans across all 50 states and the District of Columbia[154](index=154&type=chunk) [Update on Business Trends and Strategy](index=34&type=section&id=Update%20on%20Business%20Trends%20and%20Strategy) GoHealth is transitioning from a traditional Medicare enrollment company to a Medicare engagement company, focusing on high-quality consumer relationships through its Encompass operating model - The company has transitioned from a traditional Medicare enrollment company to a Medicare engagement company, focusing on consumer care through its Encompass operating model[155](index=155&type=chunk) - GoHealth Protect, launched in Q1 2025, expands into guaranteed issue life insurance, aiming to support the existing customer base and contribute future revenue[157](index=157&type=chunk) - The company leverages AI and automation to enhance its platform, improving operational efficiency and consumer engagement, including launching web self-enrollment workflows and AI agents[159](index=159&type=chunk) - In Q2 2025, the company consciously scaled back Medicare Advantage activities in response to tightening health plan economics and the non-commissioning of some plans[161](index=161&type=chunk) - The CMS 2026 plan year final rate notice announced an average **5.06% increase** in Medicare Advantage revenue and a **10.72% increase** in broker commissions[161](index=161&type=chunk) - The company's Board of Directors established a "Transformation Committee" to review, develop, and negotiate strategic alternatives, including refinancing, securitization, M&A, or restructuring[162](index=162&type=chunk) [Ownership](index=35&type=section&id=Ownership) GoHealth, Inc. is the sole managing member of GHH, LLC, controlling its business and consolidating financial results, with non-controlling interests representing Continuing Equity Owners' economic stake - GoHealth, Inc. holds the sole voting and control rights of GHH, LLC and consolidates its financial results[163](index=163&type=chunk) - The weighted-average ownership percentage of non-controlling interests was **53.2%** and **54.1%** for Q2 and H1 2025, respectively[163](index=163&type=chunk) - The company is required to make distributions to GHH, LLC to cover expenses incurred as a public company and payments under the tax receivable agreement[167](index=167&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) For the three months ended June 30, 2025, net revenue decreased by 11.2% to $94,048 thousand, with operating loss expanding to $99,386 thousand and net loss at $115,989 thousand, impacted by a $53.0 million intangible asset impairment - Condensed Consolidated Results of Operations Summary (Unaudited, in thousands of dollars) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Revenue | 94,048 | 105,870 | 315,020 | 291,470 | | Operating Income (Loss) | (99,386) | (40,610) | (92,717) | (44,642) | | Net Income (Loss) | (115,989) | (59,314) | (125,775) | (80,660) | | EBITDA | (73,200) | (14,960) | (39,453) | 7,819 | | Adjusted EBITDA | (11,295) | (12,308) | 30,765 | 14,585 | | Net Income (Loss) Margin | (123.3)% | (56.0)% | (39.9)% | (27.7)% | | Adjusted EBITDA Margin | (12.0)% | (11.6)% | 9.8 % | 5.0 % | - Net revenue for Q2 2025 decreased by **11.2% year-over-year**, primarily due to the company's conscious scaling back of Medicare Advantage activities, partially offset by the launch of GoHealth Protect[169](index=169&type=chunk) - Revenue share expenses for Q2 2025 increased by **56.7% year-over-year**, mainly due to increased external agent submissions[170](index=170&type=chunk)[171](index=171&type=chunk) - Marketing and advertising expenses for Q2 2025 decreased by **26.2% year-over-year**, primarily due to a conscious reduction in marketing spend to align with the GoHealth Protect launch[172](index=172&type=chunk) - Consumer care and enrollment expenses for Q2 2025 decreased by **33.3% year-over-year**, primarily due to a reduction in agent headcount[173](index=173&type=chunk) - Intangible asset impairment expense for Q2 2025 was **$53.0 million**, compared to zero in the prior year period[179](index=179&type=chunk) [Non-GAAP Financial Measures](index=39&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP financial measures like EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to assess performance, with Adjusted EBITDA for the three months ended June 30, 2025, at $(11,295) thousand - Reconciliation of GAAP Net Income (Loss) to EBITDA and Adjusted EBITDA (Unaudited, in thousands of dollars) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Income (Loss) | (115,989) | (59,314) | (125,775) | (80,660) | | EBITDA | (73,200) | (14,960) | (39,453) | 7,819 | | Share-Based Compensation Expense (Benefit) | (135) | 1,892 | 2,668 | 3,675 | | Professional Service Fees | 6,585 | — | 7,381 | — | | Legal Fees | 2,417 | 174 | 2,842 | 677 | | Operating Lease Impairment and Other Expenses | 38 | — | 512 | — | | Intangible Asset Impairment Expense | 53,000 | — | 53,000 | — | | Severance Expenses | — | 586 | 3,815 | 2,414 | | **Adjusted EBITDA** | **(11,295)** | **(12,308)** | **30,765** | **14,585** | | Adjusted EBITDA Margin | (12.0)% | (11.6)% | 9.8 % | 5.0 % | - Adjusted EBITDA loss for Q2 2025 narrowed by **8.2% year-over-year**, driven by improved agent productivity, targeted marketing, and proprietary technology enhancements, partially offset by decreased net revenue[188](index=188&type=chunk) - Adjusted EBITDA for H1 2025 increased by **110.9% year-over-year**, primarily due to increased net revenue and improved operating efficiency[188](index=188&type=chunk) [Key Business Performance and Operating Metrics](index=42&type=section&id=Key%20Business%20Performance%20and%20Operating%20Metrics) The company uses Submissions, Sales per Submission, and Direct Operating Cost per Submission to evaluate business performance, with Q2 2025 submissions down 7.5% and H1 2025 submissions up 20.5% - Key Business Performance and Operating Metrics (Unaudited) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Submissions | 140,991 | 152,394 | 444,103 | 368,542 | | Sales per Submission | 657 | 690 | 703 | 787 | | Direct Operating Cost per Submission | 613 | 641 | 551 | 640 | | Sales per Submission / Direct Operating Cost per Submission | 1.1 | 1.1 | 1.3 | 1.2 | - Submissions for Q2 2025 decreased by **7.5% year-over-year**, primarily due to reduced internal agent submissions, reflecting a shift in focus to GoHealth Protect[194](index=194&type=chunk) - Submissions for H1 2025 increased by **20.5% year-over-year**, primarily due to increased external agent submissions and higher agent headcount from the e-TeleQuote acquisition[194](index=194&type=chunk) - Sales per Submission decreased in Q2 and H1 2025, mainly due to a shift in focus to GoHealth Protect (which has lower revenue per submission) and changes in carrier mix within non-agency channels[198](index=198&type=chunk) - Direct Operating Cost per Submission decreased in Q2 and H1 2025, primarily driven by improved agent productivity and technology investments[202](index=202&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, cash and cash equivalents were $35.6 million. Management believes the company has sufficient liquidity for the next 12 months through operating cash flow, existing cash, and Superpriority New Money Term Loans - As of June 30, 2025, cash and cash equivalents were **$35.6 million**[204](index=204&type=chunk) - Management believes the liquidity provided by the Superpriority Facility is sufficient to meet operating and debt obligations for the next 12 months, alleviating substantial doubt about going concern[204](index=204&type=chunk) - Cash Flow Summary (Unaudited, in thousands of dollars) | Cash Flow Category | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | (50,222) | (23,984) | | Net Cash from Investing Activities | (5,877) | (7,258) | | Net Cash from Financing Activities | 50,667 | (45,391) | - Net cash used in operating activities for H1 2025 increased by **$26.2 million**, primarily due to increased net loss and changes in working capital[211](index=211&type=chunk) - Net cash provided by financing activities for H1 2025 was **$50.7 million**, a significant improvement from a net outflow of **$45.4 million** in the prior year period, mainly due to increased Class A revolving credit facility borrowings[213](index=213&type=chunk) [Recent Accounting Pronouncements](index=48&type=section&id=Recent%20Accounting%20Pronouncements) This section refers to the discussion of recent accounting pronouncements in Note 1 to the financial statements - The company is evaluating the impact of ASU 2023-09 (Income Tax Disclosures Improvements) and ASU 2024-03 (Expense Disaggregation Disclosures in the Income Statement) on its disclosures[58](index=58&type=chunk)[59](index=59&type=chunk) [Critical Accounting Policies and Estimates](index=48&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company relies on estimates and assumptions in preparing financial statements, with intangible asset valuation being a critical area, including a $53.0 million impairment of an indefinite-lived trade name in Q2 2025 - The company relies on estimates and assumptions for revenue, expenses, assets, and liabilities when preparing financial statements[224](index=224&type=chunk) - In Q2 2025, the company recorded a **$53.0 million** impairment charge to its indefinite-lived trade name, reducing its carrying value to **$20.0 million**, due to revised long-term forecasts[226](index=226&type=chunk) - Fair value valuation of intangible assets involves significant estimates and assumptions, such as revenue forecasts, royalty rates, and discount rates, where changes could lead to additional impairments[226](index=226&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.](index=49&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK.) As a smaller reporting company, GoHealth, Inc. is not required to include quantitative and qualitative disclosures about market risk in this report - As a smaller reporting company, the company is exempt from disclosing quantitative and qualitative information about market risk[227](index=227&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES.](index=49&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES.) Management assessed the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting as of June 30, 2025, concluding they were effective, excluding the e-TeleQuote acquisition - Management concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2025[228](index=228&type=chunk)[231](index=231&type=chunk) - Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP[229](index=229&type=chunk)[230](index=230&type=chunk)[232](index=232&type=chunk) - In assessing the effectiveness of internal control over financial reporting, the company excluded the e-TeleQuote acquisition, as SEC guidance permits exclusion during the first year post-acquisition[233](index=233&type=chunk) - No material changes occurred in internal control over financial reporting during the quarter[234](index=234&type=chunk) [PART II - OTHER INFORMATION](index=52&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS.](index=52&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS.) The company faces multiple legal proceedings, including a derivative lawsuit and a False Claims Act lawsuit intervened by the Department of Justice, alleging violations in health plan partner arrangements - The company faces a derivative lawsuit and a False Claims Act lawsuit intervened by the Department of Justice[132](index=132&type=chunk)[237](index=237&type=chunk)[239](index=239&type=chunk) - The False Claims Act lawsuit alleges illegal compensation and discriminatory practices in arrangements with health plan partners, potentially leading to treble damages, civil penalties, and costs[132](index=132&type=chunk)[239](index=239&type=chunk) [ITEM 1A. RISK FACTORS.](index=52&type=section&id=ITEM%201A.%20RISK%20FACTORS.) Risk factors include potential adverse impacts from legal proceedings, renewed going concern doubts due to liquidity, and stock price depreciation from the issuance of Class A common stock - Legal proceedings and government investigations can be time-consuming, distract management, incur significant expenses, and harm relationships with partners, lenders, and investors[239](index=239&type=chunk) - The company's liquidity position previously raised substantial doubt about its ability to continue as a going concern, and despite new credit agreements, it could deteriorate or fail to comply with financial covenants in the future[240](index=240&type=chunk) - The issuance of **4,766,219 shares of Class A common stock** to lenders on August 6, 2025, could lead to a decrease in stock price and dilution of existing stockholders' holdings[150](index=150&type=chunk)[241](index=241&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.](index=53&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) The company had no unregistered securities sales for the three months ended June 30, 2025, but issued 4,766,219 shares of Class A common stock to lenders on August 6, 2025, as consideration for a credit agreement amendment - No unregistered securities sales occurred in Q2 2025[242](index=242&type=chunk) - On August 6, 2025, as consideration for Amendment No. 14 to the credit agreement, the company issued **4,766,219 shares of Class A common stock** to lenders[242](index=242&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES.](index=53&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES.) No defaults upon senior securities occurred during this reporting period - No defaults upon senior securities occurred during this reporting period[244](index=244&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES.](index=53&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) The company is not required to provide mine safety disclosures for this reporting period - No mine safety disclosures are required for this reporting period[246](index=246&type=chunk) [ITEM 5. OTHER INFORMATION.](index=53&type=section&id=ITEM%205.%20OTHER%20INFORMATION.) No Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by any director or officer during the quarter ended June 30, 2025 - No Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by company directors or senior officers during Q2 2025[247](index=247&type=chunk) [ITEM 6. EXHIBITS.](index=54&type=section&id=ITEM%206.%20EXHIBITS.) This section lists all exhibits filed with this quarterly report, including articles of incorporation, credit agreement amendments, equity incentive plans, and executive certifications - Exhibits include articles of incorporation, credit agreement amendments (e.g., Amendment No. 13 and Amendment No. 14), the Superpriority Senior Secured Credit Agreement, equity incentive plans, and executive certification documents[249](index=249&type=chunk) [SIGNATURES](index=55&type=section&id=SIGNATURES) [Signatures](index=55&type=section&id=Signatures) This report was duly signed by GoHealth, Inc.'s Chief Executive Officer, Vijay Kotte, and Chief Financial Officer, Brendan Shanahan, on August 12, 2025 - This report was signed by CEO Vijay Kotte and CFO Brendan Shanahan on August 12, 2025[253](index=253&type=chunk)

Company Performance - GoHealth Inc. reported a challenging second quarter in 2025, with net revenues decreasing by 11.2% year-over-year to $94.0 million, primarily due to a significant drop in partner revenue by 44.4% and non-agency revenue by 79.4% [1] - The overall revenue decline was partially offset by a strong increase in other revenues, particularly from GoHealth Protect [1] - The company experienced a net loss of $115.9 million in Q2, which was impacted by a $53 million intangible asset impairment charge; however, adjusted EBITDA improved slightly year-over-year to -$11.3 million [7] Strategic Initiatives - Management indicated a focus on adapting to market conditions and capitalizing on opportunities as they arise, particularly in light of the upcoming Annual Enrollment Period (AEP) [1] - The company secured $115 million in new and rolled-up loans and amended its credit agreement to waive near-term principal payments, creating a $250 million debt basket for pursuing strategic deals [7] Cost Management - Marketing and consumer care expenses were reduced by 26% and 33% year-over-year, respectively, leading to improved cost efficiency per submission despite a 7.5% decline in total submissions [7]

Financial Data and Key Metrics Changes - The company announced a super priority senior secured term loan facility totaling $115 million, which includes $80 million in new money and $35 million in existing revolving loans [6][8][10] - The company expects to record an impairment related to intangible assets, which is the only remaining item required to finalize their Form 10-Q [10] Business Line Data and Key Metrics Changes - The company pulled back significantly from the Medicare Advantage space starting in May, which impacted their performance in Q2 [24][57] - The GoHealthProtect product suite generated approximately $8 million in revenue during the quarter, indicating a successful shift in focus [36][50] Market Data and Key Metrics Changes - The non-agency revenue was lower in Q2 compared to the same period last year, primarily due to a shift in health plan contracts and competitiveness [57] - The company noted that the health plans that were winning during the Special Enrollment Period were more agency-based, affecting the overall revenue mix [58] Company Strategy and Development Direction - The company is focused on pursuing mergers and acquisitions in a fragmented market, leveraging proprietary technology and AI to drive efficiency and scale [8][9] - A transformation committee has been established to identify and vet acquisition opportunities, indicating a more aggressive approach to growth [21][46] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the new capital structure and governance changes, which are expected to enhance financial flexibility and long-term positioning [3][10] - The company anticipates a disruptive market environment for the upcoming Annual Enrollment Period, with health plans making significant changes to their benefits [41][61] Other Important Information - The company has made meaningful changes to its governance structure, including the appointment of three new directors to the Board [7][8] - The lenders have approved a basket of up to $250 million for the company to pursue new transactions, which is a significant change from previous limitations [21][22] Q&A Session Summary Question: Can you compare the new loan covenants to the old ones? - The new covenants are more flexible, with only a minimum liquidity covenant moving forward, allowing the company to be nimble during the Annual Enrollment Period [13][14] Question: What does the ideal acquisition profile look like? - The company is looking for targets that offer integrated value, such as product diversification and contract assets, to enhance capabilities [15][16] Question: Is pursuing transformative acquisitions a priority for the new board members? - Yes, the new board members will focus on identifying acquisition opportunities, supported by a debt capacity of up to $250 million [20][22] Question: What is the outlook for customer acquisition cost (CAC) and revenue per submission? - The company expects to improve efficiency and performance in future quarters, with Q2 not being indicative of their capabilities [24][25] Question: How has the final expense product performed? - The final expense product has met expectations, generating approximately $8 million in revenue, and the company plans to continue focusing on this product line [36][50] Question: How do regulatory changes impact confidence in the upcoming Annual Enrollment Period? - The regulatory environment is expected to be disruptive, but health plans are stabilizing, which will influence the company's resource deployment [61][62]

[Amendment No. 14 to the Credit Agreement Overview](index=1&type=section&id=Amendment%20No.%2014%20to%20the%20Credit%20Agreement) This section outlines Amendment No. 14, covering its introduction, key provisions, conditions, and interest treatment [Introduction and Background](index=1&type=section&id=Introduction%20and%20Background) This section introduces Amendment No. 14, dated August 6, 2025, involving key parties and referencing the original Credit Agreement - Amendment No. 14 to the Credit Agreement is dated **August 6, 2025**[1](index=1&type=chunk) - Parties involved include Blizzard Midco, LLC (Holdings), Norvax, LLC (Borrower), Lenders, and Blue Torch Finance, LLC (Administrative Agent)[1](index=1&type=chunk) - The amendment refers to the original Credit Agreement dated September 13, 2019, which has undergone **13 prior amendments**[2](index=2&type=chunk) [Key Amendment Provisions and Roll-Up](index=1&type=section&id=Key%20Amendment%20Provisions%20and%20Roll-Up) Class A Revolving Lenders agreed to a 'cashless roll' of $35,000,000 in outstanding Class A Revolving Loans, converting them into Rolled Term Loans under the Superpriority Credit Agreement - Class A Revolving Lenders agreed to a 'cashless roll' of **$35,000,000** in outstanding Class A Revolving Loans[3](index=3&type=chunk) - The rolled Class A Revolving Loans will convert into an equal principal amount of Rolled Term Loans under the Superpriority Credit Agreement[3](index=3&type=chunk) - The Roll-Up amount will not be increased by the capitalization of Effective Date PIK Interest[3](index=3&type=chunk) [Agreement and Representations](index=2&type=section&id=Agreement%20and%20Representations) The parties agree to the amendment, reaffirming existing Loan Documents and security interests, with the Borrower representing all warranties are true and no default exists - The Credit Agreement is amended to delete stricken text and add double-underlined text as set forth in Annex A, effective on the Amendment No. 14 Effective Date[8](index=8&type=chunk) - The Borrower reaffirms that all Loan Documents and security interests remain in full force and effect[7](index=7&type=chunk) - The Borrower represents that all representations and warranties are true and correct, and no Default or Event of Default exists as of the Amendment No. 14 Effective Date[8](index=8&type=chunk)[9](index=9&type=chunk) [Governing Law and Counterparts](index=3&type=section&id=Governing%20Law%20and%20Counterparts) The Amendment is governed by New York law, allowing for execution in counterparts and recognizing electronic signatures as legally effective - The Amendment is governed by the law of the State of New York[10](index=10&type=chunk) - The Amendment may be executed in counterparts, and electronic signatures are legally effective[10](index=10&type=chunk) [Conditions Precedent to Effectiveness](index=3&type=section&id=Conditions%20Precedent%20to%20Effectiveness) The Amendment's effectiveness is contingent on various conditions, including executed documents, true representations, fee payments, solvency, and board appointments - The Amendment No. 14 Effective Date is contingent on: receipt of executed counterparts, true representations, Superpriority Credit Agreement and Intercreditor Agreement effectiveness, payment of fees, Loan Party solvency, and absence of 'going concern' disclosures[11](index=11&type=chunk)[12](index=12&type=chunk) - New directors (Alan J. Carr, Timothy R. Pohl, William L. Transier) must be appointed to the Parent's Board, and a Transformation Committee established[12](index=12&type=chunk) - A non-refundable consent fee of **0.25%** of Term Loans and Revolving Commitments (up to **$450,918.75**) is payable on the Amendment No. 14 Effective Date[12](index=12&type=chunk) - Receipt of a fully-executed Stock Subscription Agreement is also a condition[13](index=13&type=chunk) [Treatment of Accrued Interest and Roll-Up Effectiveness](index=5&type=section&id=Treatment%20of%20Accrued%20Interest%20and%20Roll-Up%20Effectiveness) Accrued interest on loans will be paid in kind (PIK) by adding it to the principal, with the Roll-Up of Class A Revolving Loans effective thereafter - Accrued and unpaid interest on Loans will be paid in kind (PIK) by adding it to the principal amount ('Effective Date PIK Interest')[14](index=14&type=chunk) - Effective Date PIK Interest will bear interest as per the Amended Credit Agreement and is payable on the Term Maturity Date or Revolving Maturity Date[14](index=14&type=chunk) - The Roll-Up of Class A Revolving Loans into Rolled Term Loans becomes effective immediately after PIK interest capitalization[17](index=17&type=chunk) [Credit Agreement (Amended and Restated)](index=32&type=section&id=CREDIT%20AGREEMENT) This section details the amended Credit Agreement, covering definitions, credit facilities, representations, conditions, covenants, defaults, and general provisions [ARTICLE I DEFINITIONS](index=33&type=section&id=ARTICLE%20I%20DEFINITIONS) This article provides comprehensive definitions for terms, including loan types, financial metrics, and the Amendment No. 14 Effective Date, ensuring consistent interpretation - The 'Amendment No. 14 Effective Date' is defined as **August 6, 2025**[88](index=88&type=chunk) - The 'Applicable Rate' for Initial Term Loans and Class A Revolving Loans on and after the Amendment No. 14 Effective Date allows for a portion of interest to be paid in kind (PIK)[94](index=94&type=chunk) Applicable Rate Changes (Post-Amendment No. 14 Effective Date) | Loan Type | ABR Loan Rate | SOFR Loan Rate | PIK Option (SOFR + X%) | | :---------- | :------------ | :------------- | :----------------------- | | Initial Term Loan | 6.50% p.a. | 7.50% p.a. | 8.00% p.a. (4.50% cash, remainder PIK) | | Class A Revolving Loan | 6.50% p.a. | 7.50% p.a. | 8.00% p.a. (4.50% cash, remainder PIK) | - The 'Class A Revolving Commitments' are reduced to **zero** as of the Amendment No. 14 Effective Date, and 'Class A-1 Revolving Commitments' are also **zero**[138](index=138&type=chunk)[144](index=144&type=chunk) - The 'Initial Term Loan Commitments' are reduced to **zero** as of the Amendment No. 14 Effective Date[290](index=290&type=chunk) - The 'Suspension Period' is defined as the period from the Effective Date through the Termination Date, during which certain financial covenants and baskets are restricted[107](index=107&type=chunk)[451](index=451&type=chunk) [ARTICLE II THE CREDITS](index=119&type=section&id=ARTICLE%20II%20THE%20CREDITS) This article details credit facilities, including commitments, loan types, borrowing procedures, interest, fees, and prepayment terms, with key changes to commitments and PIK interest options - As of the Amendment No. 14 Effective Date, Initial Term Loan Commitments and Class A Revolving Commitments have been reduced to **zero**[516](index=516&type=chunk) - Amounts repaid or prepaid for Revolving Loans and Initial Term Loans may not be reborrowed[516](index=516&type=chunk) - The Borrower may elect to pay a portion of interest on Initial Term Loans and Class A Revolving Loans in kind (PIK) on or after the Amendment No. 14 Effective Date, with a minimum cash component[609](index=609&type=chunk) Outstanding Loan Amounts (Amendment No. 14 Effective Date) | Loan Type | Aggregate Principal Amount Outstanding | | :---------- | :----------------------------------- | | Class A Revolving Loans | $55,754,312.04 | | Class A-1 Revolving Loans | $0 | | Initial Term Loans | $496,618,425.55 | - Mandatory amortization payments for Initial Term Loans are suspended from **June 30, 2025, through December 31, 2026**[575](index=575&type=chunk) - The Borrower is required to prepay outstanding Class A Revolving Loans if the Consolidated Cash Balance exceeds **$75,000,000** (or **$37,500,000** after a Securitization Transaction) from September 13, 2024, until the Class A Revolving Facility Termination Date[591](index=591&type=chunk)[593](index=593&type=chunk) [ARTICLE III REPRESENTATIONS AND WARRANTIES](index=160&type=section&id=ARTICLE%20III%20REPRESENTATIONS%20AND%20WARRANTIES) This article outlines representations and warranties by Holdings and the Borrower, covering organizational status, financial condition, legal compliance, and security interests in collateral - Holdings, the Borrower, and each Restricted Subsidiary are duly organized, validly existing, and in good standing, with the necessary power and authority to conduct business and perform Loan Document obligations[686](index=686&type=chunk) - No Material Adverse Effect has occurred since **July 15, 2025**[691](index=691&type=chunk) - The Loan Parties, on a consolidated basis, are **Solvent** after giving effect to the Transactions[717](index=717&type=chunk) - Proceeds of the Loans will not be used for funding activities with Sanctioned Persons or in Sanctioned Countries, or in violation of Anti-Corruption Laws or the USA Patriot Act[720](index=720&type=chunk)[721](index=721&type=chunk) [ARTICLE IV CONDITIONS](index=166&type=section&id=ARTICLE%20IV%20CONDITIONS) This article specifies conditions for each credit event, including true representations, absence of default, and adherence to Consolidated Cash Balance thresholds - Each credit event requires that representations and warranties are true and correct in all material respects[726

Company Overview - GoHealth is a leading health insurance marketplace providing personalized guidance to Medicare-eligible consumers[12] - GoHealth has assisted over 11 million consumers with Medicare plan options[15] - The Medicare market is large and growing, with over 68 million eligible lives and over 11,000 new members each day[18] Business Model and Technology - GoHealth utilizes a consumer-centric approach and streamlined Encompass operating model[22] - The company's PlanFit technology platform optimizes enrollment and ensures the best outcomes for consumers[14] - GoHealth's differentiated operating model results in industry-leading customer acquisition costs, with Direct Operating Cost per Submission at $578 in FY24[51, 52] Market Position and Growth - GoHealth is ranked 1 Medicare enroller for health plans[25] - The company projects over 40 million Medicare Advantage enrollees by 2030[55] Competitive Advantage - GoHealth's Direct Operating Cost per Submission is 17% to 31% lower than peers in FY24[51]

Core Insights - GoHealth, Inc. will announce strategic capital and governance actions along with its Q2 2025 financial results on August 7, 2025 [1] - The CEO and CFO will host a conference call to discuss these actions at 8:00 a.m. (ET) on the same day [2] Company Overview - GoHealth is a leading health insurance marketplace focused on Medicare, aiming to simplify healthcare decisions for consumers [3] - The company utilizes a proprietary technology platform that employs machine-learning algorithms to match health plans to consumer needs, enhancing the enrollment process for millions of Medicare consumers [3]

Core Insights - Go Metals Corp. is initiating a bulk sampling program at the KM98 Vanadium Titanomagnetite Project to support a maiden metallurgical study [1][2] - The company has partnered with INRS and UQAC for a collaborative research initiative, with a proposed budget of up to $300,000 [3] - The flagship Monster Project in Yukon is a significant Iron Oxide Copper-Gold (IOCG) system, fully permitted for advanced exploration activities through 2032 [4] Group 1: KM98 Project - The bulk sampling program will focus on the central part of a 12-kilometre-long magnetic anomaly, aiming to assess the viability of processing mineralized material into a marketable concentrate [2] - If the metallurgical study yields favorable results, the company plans to extend testing to the large southwestern portion of the anomaly [2] Group 2: Research Partnership - The partnership with INRS and UQAC aims to support a three-year research study in the HSP anorthosite complex, supervised by Dr. Sarah Dare and Dr. Renaud Soucy-La Roche [3] - The research initiative will seek grant funding through the Fonds de recherche du Québec – Nature et technologies (FRQNT) [3] Group 3: Monster Project - The Monster Project is characterized by high-grade copper and cobalt mineralization at the surface, with significant depth potential indicated by three large-scale magnetic and gravity anomalies [4] - The project is one of the few IOCG systems in Canada and is fully permitted for advanced exploration activities until 2032 [4] Group 4: Company Overview - Go Metals prioritizes innovation and responsible exploration practices in the pursuit of critical metals within Canada's mining-friendly jurisdictions [5]

Core Viewpoint - GoHealth, Inc. has amended its credit agreement with lenders to provide covenant adjustments and extend the maturity of its revolving credit facility until September 30, 2025, aiming to strengthen its financial foundation and support future growth [1][2]. Group 1: Financial Adjustments - The amendment allows GoHealth to pursue receivables financing, including a securitization transaction, as part of a comprehensive financing plan to address its going concern position [1][2]. - The company has received broad-based support from stakeholders, enabling it to focus on long-term strategic priorities [2]. Group 2: Company Overview - GoHealth is a leading health insurance marketplace focused on Medicare, utilizing a technology platform that employs machine-learning algorithms to match health plans to consumer needs [3]. - The company has facilitated the enrollment of millions of consumers in Medicare plans since its inception, emphasizing its role in helping consumers navigate complex health insurance options [3].

GoHealth's Position and Opportunity - GoHealth aims to be an integrated "navigator" in the Medicare care journey, leveraging over 100 million interactions over the past decade[9] - GoHealth has evaluated over 10 million Medicare beneficiaries, providing insights into their needs[9] Industry Problem - Medicare Advantage (MA) plan enrollment has increased by 130% since 2009, leading to issues for beneficiaries and health plan partners[10] - Beneficiaries face being overwhelmed with information and a lack of trust in the process[12] Encompass Solution - GoHealth's Encompass solution is an end-to-end approach designed to simplify the Medicare experience[13] - Encompass Connect can deliver positive net cash in Year 1, with $260 cash in compared to the LTV model's -$350 cash out, and predictable, positive margins annually[16,17]