GoHealth(GOCO) - 2024 Q4 - Annual Report

Part I Business GoHealth operates as a leading health insurance marketplace specializing in Medicare plans, leveraging technology and agents for consumer selection and support - GoHealth is a health insurance marketplace focused on Medicare, utilizing its technology platform and licensed agents to assist consumers in plan selection, partnering with health plans across all 50 states and D.C.[29] - The company operates on the "Encompass" model, a consumer-centric process encompassing shopping, matching, confirmation, activation, and ongoing benefits access[33] - Primary health plan partners include United, Humana, Elevance, Aetna, and Centene, contributing a substantial portion of the company's revenue[41][78] - The business experiences significant seasonality, with the highest number of submissions in the fourth quarter during the Medicare Annual Enrollment Period (AEP) from October 15 to December 7[63] - As of December 31, 2024, the company employed 2,261 people, with 2,167 in the U.S. and 94 in Slovakia[64] Risk Factors The company faces substantial risks across business operations, technology, debt obligations, and corporate structure, including partner dependency, regulatory changes, cybersecurity threats, and concentrated voting control - The business is highly dependent on relationships with a small group of health plan partners (United, Humana, Elevance, Aetna, Centene), where loss or adverse changes could significantly harm operations[71][78] - Marketing and sale of Medicare plans are subject to numerous, complex, and frequently changing laws and regulations from CMS and state authorities, with non-compliance potentially leading to penalties[86] - Operating results can be adversely impacted by factors affecting the estimate of the Lifetime Value of Commissions (LTV), such as policy persistency and commission rates, leading to previous negative revenue adjustments[109][111][112] - The business faces significant security risks, including cyber-attacks and data breaches, which could compromise confidential personal health information and result in liability and reputational damage[175] - The company's debt under its Credit Facilities contains restrictive covenants that could limit its operational flexibility, future financing, or investment capabilities[191] - The Founders and Centerbridge control approximately 69.4% of the voting power, providing significant influence over stockholder matters, and the company is a "controlled company" under Nasdaq rules[203][206] Unresolved Staff Comments The company reports no unresolved staff comments - Not applicable[231] Cybersecurity GoHealth manages cybersecurity through a comprehensive program integrated into its ERM framework, overseen by the CTO and Audit Committee, aligning with industry standards and involving regular assessments - Cybersecurity risk management is integrated into the company's broader Enterprise Risk Management (ERM) program, with oversight from the CTO and Audit Committee[234][243] - The cybersecurity program adheres to industry standards, including Center for Internet Security and NIST Cybersecurity Frameworks, utilizing third-party service providers for monitoring, testing, and assessments[236][237] - As of the report date, the company is not aware of any material risks from cybersecurity threats that have materially affected its business, strategy, or financial condition[240] Properties The company's corporate headquarters is in Chicago, Illinois, and it has recognized impairment charges on certain leased properties as part of cost-saving initiatives - Corporate headquarters is located in Chicago, Illinois, with approximately 91,297 square feet of space[245] - As part of cost savings initiatives, the company has recognized impairment charges on certain leased properties and is actively seeking to sublease or terminate these leases[246] Legal Proceedings The company settled a securities class action lawsuit in May 2024 and faces a pending qui tam proceeding with the Department of Justice regarding health plan partner arrangements - A securities class action lawsuit was settled, with final court approval on May 22, 2024, and the company's contribution was $10.5 million, covered by its insurance retention[560][562] - On January 15, 2025, the Department of Justice filed a notice of intervention in a pending qui tam proceeding related to arrangements with certain health plan partners, with the potential loss currently inestimable[563] Mine Safety Disclosures The company reports no mine safety disclosures - None[248] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities GoHealth's Class A common stock trades on Nasdaq under "GOCO", with no anticipated cash dividends, and a 1-for-15 reverse stock split was effected in November 2022 - Class A common stock trades on The Nasdaq Global Market under the symbol "GOCO"[255] - The company does not anticipate paying cash dividends on its Class A common stock in the foreseeable future[258] - A 1-for-15 reverse stock split for both Class A and Class B common stock became effective on November 17, 2022[260] - During the twelve months ended December 31, 2024, 149,000 shares of Class A common stock were withheld to cover tax liabilities from vesting RSUs[261] Management's Discussion and Analysis of Financial Condition and Results of Operations GoHealth's FY2024 net revenues increased, reflecting improved operating efficiencies and a reduced net loss, significantly impacted by the e-TeleQuote acquisition Fiscal Year 2024 vs. 2023 Financial Highlights (in thousands) | Metric | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Net Revenues | $798,894 | $734,671 | 8.7% | | Income (loss) from operations | $(7,047) | $(81,681) | 91.4% | | Net income (loss) | $(7,319) | $(151,270) | 95.2% | | Adjusted EBITDA | $120,319 | $75,091 | 60.2% | - The increase in 2024 net revenue was primarily driven by a rise in agency revenue from more Submissions, partially offset by a decrease in non-agency revenue due to a changing health plan partner mix[284] - On September 30, 2024, the company acquired e-TeleQuote Insurance, Inc., expanding agent capacity and contributing a one-time gain on bargain purchase of $84.5 million[274][295] Key Operating Metrics (2024 vs. 2023) | Metric | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | Submissions | 1,016,182 | 826,159 | 23.0% | | Sales per Submission | $781 | $866 | (9.8)% | | Direct Operating Cost per Submission | $578 | $683 | (15.4)% | | Sales/Direct Operating Cost of Submission | 1.4x | 1.3x | 7.7% | - As of December 31, 2024, the company had $40.9 million in cash and cash equivalents and total outstanding debt principal of $505.0 million under its Credit Facilities[323][474] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, GoHealth is not required to provide this disclosure - Disclosure under this item is not required as the company is a smaller reporting company[364] Financial Statements and Supplementary Data This section presents GoHealth, Inc.'s audited consolidated financial statements for fiscal years 2024, 2023, and 2022, including the auditor's report highlighting the critical audit matter of constrained LTV estimation Consolidated Balance Sheet Data (in thousands) | | Dec. 31, 2024 | Dec. 31, 2023 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $40,921 | $90,809 | | Commissions receivable (current & non-current) | $1,053,560 | $911,697 | | Total assets | $1,488,423 | $1,499,570 | | Liabilities & Equity | | | | Total current liabilities | $338,052 | $370,013 | | Long-term debt, net of current portion | $447,865 | $422,705 | | Total liabilities | $1,030,023 | $1,044,615 | | Total stockholders' equity | $405,438 | $405,653 | Consolidated Statement of Operations Data (in thousands) | | FY 2024 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | | Net revenues | $798,894 | $734,671 | $631,675 | | Total operating expenses | $805,941 | $816,352 | $950,341 | | Income (loss) from operations | $(7,047) | $(81,681) | $(318,666) | | Gain on bargain purchase | $84,492 | $0 | $0 | | Net income (loss) | $(7,319) | $(151,270) | $(376,384) | - The independent auditor, Ernst & Young LLP, identified the estimation of constrained lifetime value (LTV) for commission revenue as a Critical Audit Matter due to its complexity and high degree of judgment[372][374][376] - The company acquired e-TeleQuote on September 30, 2024, resulting in a preliminary gain on bargain purchase of $84.5 million, with the acquisition accounted for under the acquisition method and fair values being preliminary[571][573] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[586] Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2024, excluding the recently acquired e-TeleQuote - Management concluded that disclosure controls and procedures were effective as of December 31, 2024[587] - Management concluded that internal control over financial reporting was effective as of December 31, 2024, based on the COSO 2013 framework[591][592] - The evaluation of internal controls excluded the acquisition of e-TeleQuote, completed on September 30, 2024[588] Other Information No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading plan or non-Rule 10b5-1 trading arrangement during fiscal year 2024 - During the fiscal year ended December 31, 2024, no directors or officers adopted, modified, or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement[596] Disclosure Regarding Foreign Jurisdictions That Prevent Inspections This item is reported as not applicable - Not applicable[597] Part III Directors, Executive Officers and Corporate Governance This section details the company's executive officers, directors, and corporate governance practices, including its Code of Business Conduct and Ethics, with further information incorporated by reference from the 2025 Proxy Statement - The company has adopted a written Code of Business Conduct and Ethics, available on its investor relations website[600] - Information regarding directors, delinquent Section 16(a) reports, and board committees is incorporated by reference from the forthcoming 2025 Definitive Proxy Statement[602] Executive Compensation Information on executive and director compensation, including compensation committee interlocks and insider participation, is incorporated by reference from the company's 2025 Definitive Proxy Statement - All information required by this item is incorporated by reference from the company's 2025 Definitive Proxy Statement[603] Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters Information on security ownership of beneficial owners and management, and securities authorized under equity compensation plans, is incorporated by reference from the company's 2025 Definitive Proxy Statement - All information required by this item is incorporated by reference from the company's 2025 Definitive Proxy Statement[604] Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related party transactions, and director independence is incorporated by reference from the company's 2025 Definitive Proxy Statement - All information required by this item is incorporated by reference from the company's 2025 Definitive Proxy Statement[605] Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the company's 2025 Definitive Proxy Statement - All information required by this item is incorporated by reference from the company's 2025 Definitive Proxy Statement[606] Part IV Exhibit and Financial Statement Schedules This section lists documents filed with the Form 10-K, including Consolidated Financial Statements and an index of exhibits, noting the omission of financial statement schedules - This section includes the Consolidated Financial Statements and a list of all exhibits filed with the Form 10-K[608][610] - All financial statement schedules have been omitted because they are not applicable, not material, or the information is included in Item 8[609] Form 10-K Summary The company reports no Form 10-K summary - None[614]