GoHealth(GOCO) - 2021 Q1 - Quarterly Report

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This section outlines the nature and inherent risks of forward-looking statements, highlighting potential material differences from actual results - This report contains forward-looking statements regarding future results, financial position, business strategy, and growth, identifiable by terms such as "may," "will," "expects," and "plans"[9][10] - Forward-looking statements are not guarantees of future performance and are subject to difficult-to-predict risks, assumptions, and uncertainties that could cause actual results to differ materially[10] - Key factors that could cause material differences include complex and changing regulations in Medicare, potential loss or changes in carrier relationships, failure to grow or retain customers, and impacts on Lifetime Value (LTV) estimates[11] CERTAIN DEFINITIONS CERTAIN DEFINITIONS This section defines key terms and non-GAAP financial measures like Adjusted EBITDA, LTV, and CAC used in the report - The terms "we," "us," "our," the "Company," and "GoHealth" refer to GoHealth, Inc. and its direct and indirect subsidiaries, including GoHealth Holdings, LLC, following the consummation of the Transactions and IPO[14] - "Adjusted EBITDA" is a non-GAAP financial measure representing EBITDA adjusted for share-based compensation, non-recurring legal fees, changes in fair value of contingent consideration liability, and severance costs, used by management to evaluate business performance[16][17][20] - "LTV" (Lifetime Value of Commissions per Approved Submission) is the aggregate estimated commissions over the estimated life of all commissionable Approved Submissions, based on factors like contracted commission rates, carrier mix, and expected policy persistency[20] - "CAC" (Consumer Acquisition Cost) is the cost to convert a prospect into a customer, comprising cost of revenue, marketing and advertising, and customer care and enrollment expenses, less enterprise revenue, presented on a per commissionable Approved Submission basis[20] PART I - FINANCIAL INFORMATION PART I - FINANCIAL INFORMATION This part presents GoHealth's unaudited financial statements, management's analysis, market risk disclosures, and controls ITEM 1. FINANCIAL STATEMENTS. This section presents GoHealth, Inc.'s unaudited condensed consolidated financial statements for the three months ended March 31, 2021 and 2020, including statements of operations, comprehensive income (loss), balance sheets, changes in stockholders'/members' equity, and cash flows, along with detailed explanatory notes covering business operations, accounting policies, and financial instrument specifics CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Condensed Consolidated Statements of Operations (Three Months Ended March 31) | Metric (in thousands) | 2021 | 2020 | Change (YoY) | | :-------------------- | :----- | :----- | :----------- | | Net revenues | $204,179 | $141,010 | +44.8% | | Commission revenue | $173,981 | $112,510 | +54.6% | | Enterprise revenue | $30,198 | $28,500 | +5.9% | | Total operating expenses | $202,777 | $135,183 | +50.0% | | Income (loss) from operations | $1,402 | $5,827 | -75.9% | | Net income (loss) | $(7,268) | $(937) | -675.7% | | Net loss per share (Class A basic & diluted) | $(0.02) | N/A | N/A | Condensed Consolidated Statements of Comprehensive Income (Loss) (Three Months Ended March 31) | Metric (in thousands) | 2021 | 2020 | Change (YoY) | | :-------------------- | :----- | :----- | :----------- | | Net income (loss) | $(7,268) | $(937) | -675.7% | | Foreign currency translation adjustments | $7 | $(85) | N/A | | Comprehensive income (loss) | $(7,261) | $(1,022) | -610.5% | | Comprehensive income (loss) attributable to GoHealth, Inc. | $(2,088) | $(1,022) | -104.3% | Condensed Consolidated Balance Sheets (as of) | Metric (in thousands) | Mar. 31, 2021 | Dec. 31, 2020 | Change | | :-------------------- | :------------ | :------------ | :----- | | Total assets | $2,098,375 | $2,108,796 | -0.5% | | Cash and cash equivalents | $173,979 | $144,234 | +20.6% | | Commissions receivable - current | $98,222 | $188,128 | -47.8% | | Commissions receivable - non-current | $702,668 | $622,270 | +12.9% | | Total current liabilities | $99,647 | $127,371 | -21.8% | | Total liabilities | $701,369 | $709,641 | -1.2% | | Total stockholders' equity | $1,397,006 | $1,399,155 | -0.2% | Condensed Consolidated Statements of Cash Flows (Three Months Ended March 31) | Metric (in thousands) | 2021 | 2020 | Change (YoY) | | :-------------------- | :----- | :----- | :----------- | | Net cash provided by (used in) operating activities | $31,202 | $23,587 | +32.3% | | Net cash provided by (used in) investing activities | $(3,740) | $(3,522) | -6.2% | | Net cash provided by (used in) financing activities | $2,276 | $120,167 | -98.1% | | Increase (decrease) in cash and cash equivalents | $29,745 | $140,147 | -78.8% | | Cash and cash equivalents at end of period | $173,979 | $152,423 | +14.1% | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - GoHealth, Inc. is a leading health insurance marketplace and Medicare-focused digital health company, leveraging proprietary technology and agents to enroll individuals in health insurance plans[39] - The company completed an IPO on July 17, 2020, raising approximately $852.4 million in net proceeds, and subsequently reorganized into a holding company structure, consolidating GoHealth Holdings, LLC's financials[40][41][42][43] - Immediately after the IPO, GoHealth, Inc. owned 26.8% of the economic interests in GHH, LLC, with Continuing Equity Owners holding the remaining 73.2%, which is reported as a non-controlling interest[44] - The company's business is seasonal, with Medicare and individual/family plan commission revenue typically highest in the fourth quarter due to annual enrollment periods[49][50][51] - Fair value is defined as the price received for an asset or paid to transfer a liability, with inputs classified into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[56] Contingent Consideration Liability (in thousands) | Metric | Amount | | :----- | :----- | | Balance at Dec. 31, 2019 | $242,700 | | 2020 earnout fair value adjustment | $4,400 | | Balance at Mar. 31, 2020 | $247,100 | - The contingent consideration liability, initially measured using a Monte Carlo simulation, was settled for $62.4 million in connection with the IPO, recorded as an increase to additional paid-in capital[57] Goodwill and Intangible Assets (in thousands) | Asset Type | Mar. 31, 2021 | Dec. 31, 2020 | Change | | :--------- | :------------ | :------------ | :----- | | Goodwill | $386,553 | $386,553 | 0% | | Developed technology (net) | $386,171 | $403,886 | -4.4% | | Customer relationships (net) | $196,040 | $201,840 | -2.9% | | Indefinite-lived trade names | $83,000 | $83,000 | 0% | | Total intangible assets | $665,211 | $688,726 | -3.4% | - No impairment of goodwill or intangible assets was recorded for the three months ended March 31, 2021, or 2020[62][63] Long-Term Debt (in thousands) | Metric | Mar. 31, 2021 | Dec. 31, 2020 | Change | | :----- | :------------ | :------------ | :----- | | Credit Facilities (principal) | $411,330 | $412,373 | -0.3% | | Total long-term debt, net of current portion | $395,982 | $396,400 | -0.1% | - The company had $295.5 million outstanding on the Term Loan Facility and $115.8 million on the Incremental Term Loan Facility as of March 31, 2021, both with an effective interest rate of 7.5%[68] - On May 7, 2021, the company entered into a fourth amendment to the Credit Agreement, providing an additional $142.0 million of incremental revolving credit, due September 13, 2024[72] - GoHealth's capital structure includes Class A common stock (economic and voting), Class B common stock (non-economic, voting, held by Continuing Equity Owners), and authorized preferred stock[73][75] Non-Controlling Interest Weighted Average Ownership Percentage | Period | Percentage | | :----- | :--------- | | Three months ended Mar. 31, 2021 | 71.2% | | As of Dec. 31, 2020 | 73.8% | Share-Based Compensation Expense (in thousands) (Three Months Ended Mar. 31) | Operating Function | 2021 | 2020 | Change (YoY) | | :----------------- | :----- | :----- | :----------- | | Marketing and advertising | $337 | $57 | +491.2% | | Customer care and enrollment | $796 | $24 | +3216.7% | | Technology | $747 | $73 | +923.3% | | General and administrative | $3,232 | $325 | +894.5% | | Total | $5,112 | $479 | +967.2% | - The company granted 489 shares of Class A common stock issuable pursuant to Performance Stock Units (PSUs) in Q1 2021, with grant-date fair value estimated using a Monte Carlo simulation model[81] Net Loss Per Share (Three Months Ended Mar. 31, 2021) | Metric (in thousands, except per share) | Amount | | :-------------------------------------- | :----- | | Net loss attributable to GoHealth, Inc. | $(2,090) | | Weighted-average shares of Class A common stock outstanding—basic and diluted | 92,343 | | Net loss per share of Class A common stock—basic and diluted | $(0.02) | - Shares of Class B common stock (222,606) and Class A common stock issuable pursuant to equity awards (6,539) were excluded from diluted EPS calculation as their inclusion would be antidilutive[86] Effective Tax Rate (Three Months Ended Mar. 31) | Period | Effective Tax Rate | | :----- | :----------------- | | 2021 | 0.42% | | 2020 | 0.21% | - The company entered into a Tax Receivable Agreement (TRA) in connection with the IPO, obligating it to pay 85% of realized tax benefits to Continuing Equity Owners and Blocker Shareholders, but no liability was recorded as of March 31, 2021[90] - Commission revenue is recognized based on the total estimated lifetime value (LTV) of approved insurance products, considering factors like policy persistency and contracted commission rates, with a constraint applied to prevent significant future revenue reversals[91] Disaggregation of Revenue by Product (in thousands) (Three Months Ended Mar. 31) | Revenue Type | 2021 | 2020 | Change (YoY) | | :----------- | :----- | :----- | :----------- | | Commission revenue: | | | | | Medicare Advantage | $168,148 | $99,291 | +69.3% | | Total Medicare | $169,485 | $102,051 | +66.1% | | Total Individual and Family Plan | $3,382 | $8,743 | -61.3% | | Total commission revenue | $173,981 | $112,510 | +54.6% | | Enterprise revenue: | | | | | Partner Marketing and Enrollment Services | $21,857 | $17,401 | +25.6% | | Total enterprise revenue | $30,198 | $28,500 | +5.9% | | Net revenues | $204,179 | $141,010 | +44.8% | - For the three months ended March 31, 2021, a negative revenue adjustment of $2.2 million was recorded for performance obligations satisfied in prior periods, compared to no adjustment in the prior year[92] - The company is defending against a consolidated securities class action lawsuit filed in September 2020, alleging violations of the Securities Act of 1933, which it intends to vigorously dispute[99] - GoHealth leases corporate offices from entities controlled by significant shareholders, with aggregate lease payments of $0.3 million for both Q1 2021 and Q1 2020[100] - The company collected a $3.4 million short-term advancement from NVX Holdings, Inc., controlled by significant shareholders, during the three months ended March 31, 2021[103] - The company has four operating segments: Medicare—Internal, Medicare—External, IFP and Other—Internal, and IFP and Other—External, categorized by product type and distribution channel[104][105][106][107] Net Revenues by Operating Segment (in thousands) (Three Months Ended Mar. 31) | Segment | 2021 | 2020 | Change (YoY) | | :------ | :----- | :----- | :----------- | | Medicare—Internal | $157,353 | $95,287 | +65.1% | | Medicare—External | $39,500 | $28,945 | +36.5% | | IFP and Other—Internal | $3,975 | $8,632 | -54.0% | | IFP and Other—External | $3,351 | $8,146 | -58.8% | | Total Net Revenues | $204,179 | $141,010 | +44.8% | Significant Customers (Percentage of Total Revenue) (Three Months Ended Mar. 31) | Carrier | 2021 | 2020 | | :------ | :--- | :--- | | Anthem | 30% | 32% | | Humana | 28% | 42% | | United | 18% | 7% | | Centene | 16% | 7% | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS. This section provides management's analysis of GoHealth's financial condition and results for Q1 2021, highlighting significant revenue growth in Medicare segments, increased operating expenses due to strategic investments, and the impact of the IPO and COVID-19. It details segment performance, key operating metrics, liquidity, and critical accounting policies Overview - GoHealth is a leading health insurance marketplace and Medicare-focused digital health company, leveraging proprietary technology and skilled agents to help individuals find optimal health insurance plans[114] - The company operates in a commissionable market of nearly $30 billion, with approximately 11,000 Americans turning 65 daily, indicating significant growth potential in the Medicare space[114] Business Segments - GoHealth operates through four reportable segments: Medicare—Internal, Medicare—External, Individual and Family Plans (IFP) and Other—Internal, and IFP and Other—External, categorized by product type and distribution channel[115] - The Medicare—Internal segment is the largest and fastest-growing, involving sales by GoHealth-employed agents or through its online platform, generating revenue from commissions and fees[116] Percentage of Net Revenues by Segment (Three Months Ended Mar. 31) | Segment | 2021 | 2020 | | :------ | :--- | :--- | | Medicare—Internal | 77.2% | 67.6% | | Medicare—External | 19.3% | 20.5% | | IFP and Other—Internal | 1.9% | 6.1% | | IFP and Other—External | 1.6% | 5.8% | | Total Net Revenues | 100.0% | 100.0% | Percentage of Segment Profit (Loss) (Three Months Ended Mar. 31) | Segment | 2021 | 2020 | | :------ | :--- | :--- | | Medicare—Internal | 102.6% | 98.5% | | Medicare—External | (1.4)% | (0.8)% | | IFP and Other—Internal | (1.6)% | 1.1% | | IFP and Other—External | 0.4% | 1.2% | | Total Segment Profit | 100.0% | 100.0% | The Transactions - Following its IPO, GoHealth, Inc. became the sole managing member of GoHealth Holdings, LLC, consolidating its financial results despite holding a minority economic interest[119] - As of March 31, 2021, GoHealth, Inc. owned 31.3% of the economic interest in GoHealth Holdings, LLC, with public investors owning 58.7% of Class A common stock, and other equity owners holding the remaining economic interests[119] - GoHealth, Inc. is subject to U.S. federal, state, and local income taxes on its allocable share of GoHealth Holdings, LLC's taxable income and incurs payment obligations under the Tax Receivable Agreement[121] Response to COVID-19 - GoHealth successfully transitioned its agents and employees to a work-from-home environment due to COVID-19, leveraging its technology infrastructure without material business impacts[122] - The company believes its remote agent platform and bonus-based compensation model will continue to attract and retain agents, and that consumer adoption of remote distribution models may accelerate post-pandemic[122] - Agents have been hired remotely in 22 states, with locations selected based on licensed sales talent availability and ability to expedite licensing processes[123] Results of Operations EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin - Adjusted EBITDA is the primary financial performance measure used by management to evaluate its business and monitor results, representing EBITDA adjusted for share-based compensation, legal fees, contingent consideration changes, and severance costs[127][128] EBITDA and Adjusted EBITDA (in thousands) (Three Months Ended Mar. 31) | Metric | 2021 | 2020 | Change (YoY) | | :----- | :----- | :----- | :----------- | | Net income (loss) | $(7,268) | $(937) | -675.7% | | EBITDA | $26,756 | $29,964 | -10.7% | | Adjusted EBITDA | $32,048 | $34,920 | -8.2% | | Adjusted EBITDA margin | 15.7% | 24.8% | -9.1 pp | - The decrease in Adjusted EBITDA was primarily due to strategic investments in agent capacity and capabilities to prepare for the target annual enrollment period (AEP)[144] Net Revenues Net Revenues (in thousands) (Three Months Ended Mar. 31) | Revenue Type | 2021 | 2020 | Change (YoY) | | :----------- | :----- | :----- | :----------- | | Commission revenue | $173,981 | $112,510 | +54.6% | | Enterprise revenue | $30,198 | $28,500 | +5.9% | | Total Net revenues | $204,179 | $141,010 | +44.8% | - The $61.5 million increase in commission revenue was mainly due to a 52% increase in Medicare commissionable Approved Submissions and increased LTV Per Approved Submission for the Medicare—Internal segment[134] - Enterprise revenue growth was driven by a $4.5 million increase in partner marketing and enrollment services, partially offset by a $3.3 million decrease in consumer lead sales to external third parties due to a strategic shift to internal channels[135] Operating Expense Operating Expenses (in thousands) (Three Months Ended Mar. 31) | Expense Type | 2021 | 2020 | Change (YoY) | | :----------- | :----- | :----- | :----------- | | Cost of revenue | $48,375 | $42,134 | +14.8% | | Marketing and advertising | $54,484 | $26,073 | +108.9% | | Customer care and enrollment | $47,094 | $23,978 | +96.4% | | Technology | $9,617 | $4,593 | +109.4% | | General and administrative | $19,693 | $10,491 | +87.7% | | Amortization of intangible assets | $23,514 | $23,514 | 0% | | Total operating expenses | $202,777 | $135,183 | +50.0% | - Marketing and advertising expense increased by $28.4 million (109%) due to higher advertising costs for the Medicare—Internal segment to generate more qualified prospects[137] - Customer care and enrollment expense increased by $23.1 million (96%) due to hiring additional agents in the Medicare—Internal segment for AEP capacity and new training initiatives[138] - Technology expense increased by $5.0 million (109%) due to hiring additional employees in technology and data science teams and expanding business intelligence and analytics staff to support Medicare—Internal segment growth[139] Segment Information Net Revenues by Operating Segment (in thousands) (Three Months Ended Mar. 31) | Segment | 2021 | 2020 | Change (YoY) | | :------ | :----- | :----- | :----------- | | Medicare—Internal | $157,353 | $95,287 | +65.1% | | Medicare—External | $39,500 | $28,945 | +36.5% | | IFP and Other—Internal | $3,975 | $8,632 | -54.0% | | IFP and Other—External | $3,351 | $8,146 | -58.8% | | Total Net Revenues | $204,179 | $141,010 | +44.8% | Segment Profit (Loss) (in thousands) (Three Months Ended Mar. 31) | Segment | 2021 | 2020 | Change (YoY) | | :------ | :----- | :----- | :----------- | | Medicare—Internal | $46,443 | $41,735 | +11.3% | | Medicare—External | $(631) | $(322) | -96.0% | | IFP and Other—Internal | $(729) | $481 | -251.6% | | IFP and Other—External | $160 | $512 | -68.8% | | Total Segment Profit | $45,243 | $42,406 | +6.7% | - The Medicare—Internal segment's profit increased by 11% due to a 52% increase in commissionable Approved Submissions, driven by improvements in LeadScore and call-routing technologies and expanded omnichannel marketing efforts[150] - IFP and Other segments experienced revenue and profit declines due to a strategic shift towards higher-margin Medicare products and changes in product mix[149][152][153] Key Business and Operating Metrics by Segment Medicare Segments Medicare LTV/CAC (Three Months Ended Mar. 31) | Segment | 2021 | 2020 | Change (YoY) | | :------ | :--- | :--- | :----------- | | Medicare—Internal | 1.7x | 2.7x | -37.0% | - The decrease in Medicare—Internal LTV/CAC was primarily attributable to increased agent hiring and training for AEP capacity, and higher advertising costs to generate more qualified prospects[156] Total Medicare Submitted Policies (Three Months Ended Mar. 31) | Product | 2021 | 2020 | Change (YoY) | | :------ | :----- | :----- | :----------- | | Medicare Advantage | 172,874 | 117,312 | +47.4% | | Total Medicare—Commissionable | 176,571 | 122,477 | +44.2% | | Total Medicare Submitted Policies | 185,045 | 132,014 | +40.2% | - Total Medicare Submitted Policies increased due to improved multichannel marketing strategies, increased agent efficiency from technology improvements (LeadScore and call-routing), and successful hiring and training of additional agents[158] Medicare LTV Per Approved Submission (Three Months Ended Mar. 31) | Product | 2021 | 2020 | Change (YoY) | | :------ | :----- | :----- | :----------- | | Medicare Advantage | $995 | $854 | +16.5% | | Medicare Supplement | $798 | $920 | -13.2% | | Prescription Drug Plans | $215 | $215 | 0% | - Medicare Advantage LTV Per Approved Submission increased by 17% due to higher commission rates and improved policy effectuation, while Medicare Supplement LTV decreased due to changes in carrier mix[165][166] IFP and Other Segments Total Submitted Policies (Three Months Ended Mar. 31) | Segment | 2021 | 2020 | Change (YoY) | | :------ | :----- | :----- | :----------- | | Total IFP and Other Segments | 16,824 | 38,002 | -55.7% | - The significant decrease in IFP and Other Submitted Policies was a result of a strategic decision to prioritize agents and marketing spend in the higher-margin Medicare segments[168] Liquidity and Capital Resources - As of March 31, 2021, GoHealth had $174.0 million in cash and cash equivalents and $58.0 million in remaining capacity under its Revolving Credit Facilities, which are expected to be sufficient for the next 12 months[170][183] Summary of Cash Flows (in thousands) (Three Months Ended Mar. 31) | Activity | 2021 | 2020 | Change (YoY) | | :------- | :----- | :----- | :----------- | | Net cash provided by operating activities | $31,202 | $23,587 | +32.3% | | Net cash used in investing activities | $(3,740) | $(3,522) | -6.2% | | Net cash provided by financing activities | $2,276 | $120,167 | -98.1% | - Net cash from financing activities significantly decreased in 2021 due to the absence of large borrowings under the Incremental Term Loan Facility ($117.0 million) and common unit issuance ($10.0 million) that occurred in 2020[180] - On May 7, 2021, the company secured an additional $142.0 million of incremental revolving credit through a fourth amendment to the Credit Agreement[184] Recent Accounting Pronouncements - As an "emerging growth company" under the JOBS Act, GoHealth has elected to delay the adoption of new or revised accounting standards until they are applicable to private companies[185][190] - The company is currently evaluating the impact of ASU 2016-02 (Leases), ASU 2019-11 (Credit Losses), and ASU 2019-12 (Income Taxes), which are effective for fiscal years beginning after December 15, 2021 or 2022[53][54][55] Seasonality - GoHealth's business is highly seasonal, with Medicare annual enrollment (Q4) and Medicare Advantage open enrollment (Q1) periods driving the highest commission revenue[186] - Seasonality leads to higher marketing and advertising expenses in Q4, and the timing difference between upfront expense payments and deferred commission revenue can adversely impact operating cash flows[186] Critical Accounting Policies and Estimates - Critical accounting policies involve material estimates and judgments for highly uncertain matters, including revenue recognition, commissions receivable/payable, share-based compensation, goodwill and intangible assets, income taxes, and Tax Receivable Agreement liabilities[188] - No material changes to the company's critical accounting policies were identified during the three months ended March 31, 2021, from those discussed in its 2020 Form 10-K[189] JOBS Act - As an "emerging growth company" under the JOBS Act, GoHealth has elected to delay the adoption of new accounting standards and utilize reduced reporting requirements, which may result in its financial statements not being comparable to non-emerging growth companies[190][191] - The EGC status will continue until the earlier of five years post-IPO, reaching $1.07 billion in annual gross revenue, becoming a large accelerated filer (market value > $700 million), or issuing over $1.0 billion in non-convertible debt over 36 months[191] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. GoHealth is exposed to market risks in the normal course of business, primarily related to adverse changes in financial market prices and rates. The company reported no material changes to its market risk policies or instruments since its 2020 Form 10-K - The company is subject to market risks that may impact its financial position due to adverse changes in financial market prices and rates[192] - No material changes to market risk policies or market risk-sensitive instruments and positions have occurred since the 2020 Form 10-K[192] ITEM 4. CONTROLS AND PROCEDURES. Management, including the CEO and CFO, concluded that GoHealth's disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2021. No material changes in internal control over financial reporting were identified during the quarter - Management concluded that disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2021[194] - No material changes in internal control over financial reporting were identified during the quarter ended March 31, 2021[195] - Management recognizes that controls and procedures can only provide reasonable assurance and require judgment in evaluating benefits versus costs[193] PART II - OTHER INFORMATION PART II - OTHER INFORMATION This part covers legal proceedings, risk factors, equity sales, debt defaults, mine safety, other information, exhibits, and signatures ITEM 1. LEGAL PROCEEDINGS. This section refers to Note 10 of the Condensed Consolidated Financial Statements for information regarding legal proceedings, which details a consolidated securities class action lawsuit filed against the company - Information on legal proceedings, specifically a consolidated securities class action lawsuit, is detailed in Note 10 to the Condensed Consolidated Financial Statements[197][99] ITEM 1A. RISK FACTORS. There have been no material changes to the risk factors previously disclosed in the company's 2020 Form 10-K. Investors are advised to carefully consider these risks, as their realization could materially adversely affect the company's financial condition or results of operations - No material changes to the risk factors set forth in the 2020 Form 10-K have occurred[198] - Investors should carefully consider the risks described in the 2020 Form 10-K, as they could materially adversely affect the business, financial condition, or results of operations[198] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. This item is marked as "Not applicable," indicating no unregistered sales of equity securities or use of proceeds to report for the period - This section is not applicable, indicating no unregistered sales of equity securities or use of proceeds to report[199] ITEM 3. DEFAULT UPON SENIOR SECURITIES. This item is marked as "Not applicable," indicating no defaults upon senior securities to report for the period - This section is not applicable, indicating no defaults upon senior securities to report[200] ITEM 4. MINE SAFETY DISCLOSURES. This item is marked as "Not applicable," indicating no mine safety disclosures to report for the period - This section is not applicable, indicating no mine safety disclosures to report[201] ITEM 5. OTHER INFORMATION. On May 7, 2021, GoHealth entered into a fourth amendment to its Credit Agreement, securing an additional $142.0 million of incremental revolving credit, due September 13, 2024, with terms consistent with existing Credit Facilities - On May 7, 2021, GoHealth entered into a fourth amendment to the Credit Agreement, providing $142.0 million of incremental revolving credit[202] - Outstanding borrowings under this new facility will be due on September 13, 2024, with interest, fees, prepayment terms, and covenants consistent with the existing Credit Facilities[202] ITEM 6. EXHIBITS. This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including corporate governance documents, credit agreements, certifications, and XBRL data files - The exhibit index includes corporate documents (e.g., Amended and Restated Certificate of Incorporation, Bylaws), credit agreements (e.g., Amendment No. 4 to Credit Agreement), certifications (CEO/CFO), and Inline XBRL documents[205] SIGNATURES The report is duly signed on May 12, 2021, by Clinton P. Jones, Chief Executive Officer, and Travis J. Matthiesen, Chief Financial Officer, certifying its submission on behalf of GoHealth, Inc - The report was signed on May 12, 2021, by Clinton P. Jones (Chief Executive Officer) and Travis J. Matthiesen (Chief Financial Officer) on behalf of GoHealth, Inc[208]