goco-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39390

GoHealth, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware			85-0563805
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


222 W Merchandise Mart Plaza, Suite 1750		60654
Chicago,	Illinois
(Address of principal executive offices)		(Zip Code)

(312) 386-8200

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

_________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Class A Common Stock,
$0.0001 par value per share

GOCO

The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2025, the registrant had 11,115,125 shares of Class A common stock, $0.0001 par value per share, outstanding and 12,623,288 shares of Class B common stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS

PAGE

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2.

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 4.

CONTROLS AND PROCEDURES.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

ITEM 1A.

RISK FACTORS.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

ITEM 4.

MINE SAFETY DISCLOSURES.

ITEM 5.

OTHER INFORMATION.

ITEM 6.

EXHIBITS.

SIGNATURES

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are made in reliance upon the safe harbor provision of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding our expected growth, future capital expenditures, debt service obligations, ability to continue as a going concern, adoption and use of artificial intelligence technologies, the impact on our business from regulatory changes, the impact on our business from the acquisition of e-TeleQuote Insurance, Inc. (“e-TeleQuote”) and our ability to successfully integrate e-TeleQuote’s operations, technologies and employees into our business, are forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “aims,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “likely,” “future” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions, projections and other statements about future events that are based on current expectations and assumptions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described in the sections titled “Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report on Form 10-K”), this Quarterly Report on Form 10-Q for the first quarter ended March 31, 2025 and in our other filings with the Securities and Exchange Commission.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

CERTAIN DEFINITIONS AND KEY TERMS

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires:

•“We,” “us,” “our,” the “Company,” “GoHealth” and similar references refer to GoHealth, Inc., and unless otherwise stated, all of its direct and indirect subsidiaries, including GoHealth Holdings, LLC (“GHH, LLC”).

•“Blocker Company” refers to an entity affiliated with Centerbridge that was an indirect owner of LLC Interests in GHH, LLC prior to the Transactions and is taxable as a corporation for U.S. federal income tax purposes.

•“Blocker Shareholders” refer to entities affiliated with Centerbridge, the owners of the Blocker Company prior to the Transactions, who exchanged their interests in the Blocker Company for shares of our Class A common stock and cash in connection with the consummation of the Transactions.

•“Centerbridge” refers to certain investment funds and other entities affiliated with CCP III Cayman GP Ltd., a Cayman Islands exempted company over which CCP III Cayman GP Ltd. has voting control (including any such fund or entity formed to hold shares of Class A common stock for the Blocker Shareholders).

•“Continuing Equity Owners” refer collectively to direct or indirect holders of LLC Interests and our Class B common stock immediately following consummation of the Transactions, including Centerbridge, NVX Holdings, our Founders, the Former Profits Unit Holders and certain executive officers, employees and other minority investors and their respective permitted transferees who may, following the consummation of our IPO, exchange at each of their respective options (subject in certain circumstances to time-based vesting requirements and certain other restrictions), in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for, at our election (determined solely by our independent directors (within the meaning of the listing rules of The Nasdaq Global Market (the “Nasdaq Rules”) who are disinterested)), cash or newly-issued shares of our Class A common stock.

•“Founders” refer to Brandon Cruz, our Co-Founder and Co-Chairman of the Board of Directors and Clinton Jones, our Co-Founder and Co-Chairman of the Board of Directors.


GoHealth, Inc.			2025 Form 10-Q			1

•“Former Profits Unit Holders” refer collectively to certain of our directors and certain current and former officers and employees, in each case, who directly or indirectly held existing vested and unvested profits units, which were comprised of profits units that have time-based vesting conditions and profits units that have performance-based vesting conditions, of GHH, LLC pursuant to GHH, LLC’s existing profits unit plan and who received LLC Interests in exchange for their profits units in connection with the Transactions. LLC Interests received in exchange for unvested profits units remain subject to their existing time-based vesting requirements. Profits units with performance-based vesting conditions fully vested as such conditions were met in connection with our IPO.

•“GHH, LLC Agreement” refers to GHH, LLC’s amended and restated limited liability company agreement, as further amended, which became effective substantially concurrently with or prior to the consummation of our IPO.

•“LLC Interests” refer to the common units of GHH, LLC, including those that we purchased with a portion of the net proceeds from our IPO.

•“LTV” refers to the Lifetime Value of Commissions, which we define as aggregate commissions estimated to be collected over the estimated life of all commissionable Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, health plan partner mix and expected policy persistency with applied constraints.

•“Norvax” refers to Norvax, LLC, a Delaware limited liability company and a subsidiary of GHH, LLC.

•“NVX Holdings” refers to NVX Holdings, Inc., a Delaware corporation that is controlled by the Founders.

•“Transactions” refer to our IPO and certain organizational transactions that were effected in connection with our IPO, and the application of the net proceeds therefrom.

GoHealth, Inc. is a holding company and the sole managing member of GHH, LLC, and its principal asset consists of LLC Interests.

NON-GAAP FINANCIAL MEASURES

Throughout this Quarterly Report on Form 10-Q, we use a number of non-GAAP financial measures. Non-GAAP financial measures are supplemental measures of our performance that are derived from our consolidated financial information, but which are not presented in our Condensed Consolidated Financial Statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). We define these non-GAAP financial measures as follows:

•“Adjusted EBITDA” represents, as applicable for the period, EBITDA as further adjusted for certain items discussed in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

•“Adjusted EBITDA Margin” refers to Adjusted EBITDA divided by net revenues.

•“EBITDA” represents net income (loss) before interest expense, income tax expense (benefit) and depreciation and amortization expense.

We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. Adjusted EBITDA is the primary non-GAAP financial performance measure used by management to evaluate the business and monitor the results of operations, as well as a basis for certain compensation programs sponsored by the Company. There are limitations to the use of the non-GAAP financial measures presented in this Quarterly Report on Form 10-Q. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for the most directly comparable financial measures prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of each of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to its most directly comparable GAAP financial measure are presented in the tables within Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and may include other expenses, costs and non-routine items.


GoHealth, Inc.			2025 Form 10-Q			2

KEY BUSINESS PERFORMANCE AND OPERATING METRICS

Throughout this Quarterly Report on Form 10-Q, we use a number of business and operating metrics to evaluate our business performance and facilitate our operations. The most relevant business and operating metrics are as follows:

•“Direct Operating Cost of Submission” is an operating metric that represents costs directly attributable to Submissions generated during a reporting period and excludes costs that are indirect or fixed. Direct Operating Cost of Submission is comprised of the portion of the respective operating expenses for revenue share, marketing and advertising and consumer care and enrollment that are directly related to the Submissions generated in the reporting period.

•“Direct Operating Cost per Submission” is an operating metric that represents the average performance of Submissions generated during a reporting period. Direct Operating Cost per Submission refers to (x) Direct Operating Cost of Submission for a reporting period divided by (y) the number of Submissions generated for such period.

•“Sales/Direct Operating Cost of Submission” represents (x) the numerator of Sales per Submission, as defined below, divided by (y) Direct Operating Cost of Submission.

•“Sales per Submission” is an operating metric that represents the average performance of Submissions generated during a reporting period. Sales per Submission measures revenues only from the Submissions generated in the period and excludes items that are unrelated to such Submissions, including any impact of revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods. Sales per Submission equals (x) the sum of (i) agency revenues, comprised of the expected amount of initial commission revenue and any renewal commissions to be paid from the health plan partners on such placement as long as the policyholder remains with the same insurance product, as well as partner marketing and other revenue and (ii) non-agency revenues, comprised of the enrollment and engagement services for which cash is collected in advance or in close proximity to the point in time revenue is recognized, divided by (y) the number of Submissions generated for such period.

•“Submission” refers to either (i) a completed application with our licensed agent that is submitted to the health plan partner and subsequently approved by the health plan partner during the indicated period or (ii) a transfer by our agent to the health plan partner through the Encompass operating model during the indicated period.

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


GoHealth, Inc.			2025 Form 10-Q			3


PART I - Financial Information


ITEM 1. FINANCIAL STATEMENTS.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GOHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts, unaudited)


	Three months ended Mar. 31,
	2025		2024
Net revenues	220,972		185,600
Operating expenses:
Revenue share	39,272		38,013
Marketing and advertising	67,415		52,775
Consumer care and enrollment	51,698		47,861
Technology	9,038		10,550
General and administrative	22,656		16,919
Amortization of intangible assets	23,514		23,514
Operating lease impairment charges	710		—
Total operating expenses	214,303		189,632
Income (loss) from operations	6,669		(4,032)
Interest expense	15,954		17,951
Other (income) expense, net	(601)		(566)
Income (loss) before income taxes	(8,684)		(21,417)
Income tax (benefit) expense	1,102		(71)
Net income (loss)	(9,786)		(21,346)
Net income (loss) attributable to non-controlling interests	(5,378)		(12,130)
Net income (loss) attributable to GoHealth, Inc.	$	(4,408)	$	(9,216)
Net income (loss) per share (Note 7):
Net income (loss) per share of Class A common stock — basic and diluted	$	(0.52)	$	(1.04)
Weighted-average shares of Class A common stock outstanding — basic and diluted	10,373		9,715

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


GoHealth, Inc.			2025 Form 10-Q			4

GOHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands, unaudited)


	Three months ended Mar. 31,
	2025		2024
Net income (loss)	$	(9,786)	$	(21,346)
Other comprehensive income (loss):
Foreign currency translation adjustments	(119)		(5)
Comprehensive income (loss)	(9,905)		(21,351)
Comprehensive income (loss) attributable to non-controlling interests	(5,443)		(12,133)
Comprehensive income (loss) attributable to GoHealth, Inc.	$	(4,462)	$	(9,218)

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


GoHealth, Inc.			2025 Form 10-Q			5

GOHEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts, unaudited)


	Mar. 31, 2025		Dec. 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	22,153	$	40,921
Accounts receivable, net	5,896		4,452
Commissions receivable - current	207,443		320,399
Prepaid expense and other current assets	25,422		34,639
Total current assets	260,914		400,411
Commissions receivable - non-current	793,174		733,161
Operating lease ROU asset	16,401		19,317
Property, equipment, and capitalized software, net	29,306		29,320
Intangible assets, net	278,983		302,497
Other long-term assets	3,289		3,717
Total assets	$	1,382,067	$	1,488,423
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	20,297		14,591
Accrued liabilities	82,240		121,346
Commissions payable - current	58,894		98,771
Short-term operating lease liability	4,649		5,705
Deferred revenue	23,670		53,720
Current portion of long-term debt	39,500		39,500
Other current liabilities	4,149		4,419
Total current liabilities	233,399		338,052
Non-current liabilities:
Commissions payable - non-current	188,477		177,656
Long-term operating lease liability	33,056		34,900
Deferred tax liability	23,407		22,350
Long-term debt, net of current portion	446,400		447,865
Other non-current liabilities	6,324		9,200
Total non-current liabilities	697,664		691,971
Commitments and Contingencies (Note 11)
Series A redeemable convertible preferred stock — $0.0001 par value; 50 shares authorized; 50 shares issued and outstanding as of both March 31, 2025 and December 31, 2024. Liquidation preference of $55.6 million and $54.6 million as of March 31, 2025 and December 31, 2024, respectively.	53,918		52,962
Stockholders’ equity:
Class A common stock – $0.0001 par value; 1,100,000 shares authorized; 10,930 and 10,614 shares issued; 10,546 and 10,292 shares outstanding as of March 31, 2025 and December 31, 2023, respectively.	1		1
Class B common stock – $0.0001 par value; 615,830 and 615,917 shares authorized; 12,623 and 12,711 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.	1		1
Preferred stock – $0.0001 par value; 20,000 shares authorized (including 50 shares of Series A redeemable convertible preferred stock authorized and 200 shares of Series A-1 convertible preferred stock authorized); 50 shares issued and outstanding as of both March 31, 2025 and December 31, 2024.	—		—
Series A-1 convertible preferred stock— $0.0001 par value; 200 shares authorized; no shares issued and outstanding as of both March 31, 2025 and December 31, 2024.	—		—
Treasury stock – at cost; 384 and 322 shares of Class A common stock as of March 31, 2025 and December 31, 2024, respectively.	(4,972)		(4,150)
Additional paid-in capital	674,420		669,346
Accumulated other comprehensive income (loss)	(205)		(151)
Accumulated deficit	(427,616)		(423,208)
Total stockholders’ equity attributable to GoHealth, Inc.	241,629		241,839
Non-controlling interests	155,457		163,599
Total stockholders’ equity	397,086		405,438
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$	1,382,067	$	1,488,423

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


GoHealth, Inc.			2025 Form 10-Q			6

GOHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, unaudited)


	Three months ended Mar. 31, 2025
	Class A Common Stock			Class B Common Stock			Treasury Stock
	Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Stockholders’ Equity
Balance at Jan. 1, 2025	10,614	$	1	12,711	$	1	(322)	$	(4,150)	$	669,346	$	(423,208)	$	(151)	$	163,599	$	405,438
Net income (loss)												(4,408)				(5,378)		(9,786)
Issuance of Class A common shares related to share-based compensation plans	228	—								1								1
Share-based compensation expense										3,330								3,330
Foreign currency translation adjustments														(54)		(65)		(119)
Class A common shares repurchased for employee tax withholdings							(62)	(822)										(822)
Dividends accumulated on Series A redeemable convertible preferred stock										(956)								(956)

Redemption of LLC Interests	88	—		(88)	—					2,699						(2,699)		—
Balance at Mar. 31, 2025	10,930	$	1	12,623	$	1	(384)	$	(4,972)	$	674,420	$	(427,616)	$	(205)	$	155,457	$	397,086


	Three months ended Mar. 31, 2024
		Class A Common Stock			Class B Common Stock			Treasury Stock
		Shares	Amount		Shares	Amount		Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Stockholders’ Equity
Balance at Jan. 1, 2024		9,823	$	1	12,814	$	1	(173)	$	(2,640)	$	654,059	$	(420,280)	$	(127)	$	174,639	$	405,653
Net income (loss)													(9,216)				(12,130)		(21,346)
Issuance of Class A common shares related to share-based compensation plans		307	—								—								—
Share-based compensation expense											3,172								3,172
Foreign currency translation adjustments															(2)		(3)		(5)
Class A common shares repurchased for employee tax withholdings								(89)	(942)										(942)
Dividends accumulated on Series A redeemable convertible preferred stock											(892)								(892)
Forfeitures of Time-Vesting Units					(1)	—													—
Redemption of LLC Interests		30	—		(30)	—					2,741						(2,741)		—
Balance at Mar. 31, 2024		10,160	$	1	12,783	$	1	(262)	$	(3,582)	659,080		$	(429,496)	$	(129)	$	159,765	$	385,640

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


GoHealth, Inc.			2025 Form 10-Q			7

GOHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)


	Three months ended Mar. 31,
	2025		2024
Operating Activities
Net income (loss)	$	(9,786)	$	(21,346)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Share-based compensation	2,803		1,783
Depreciation and amortization	2,963		2,732
Amortization of intangible assets	23,514		23,514
Amortization of debt discount and issuance costs	998		1,262
Deferred tax liability	1,057		—
Non-cash lease expense	1,025		988
Operating lease impairment charges	710		—
Other non-cash items	(271)		(67)
Changes in assets and liabilities:
Accounts receivable	(1,444)		(8,955)
Commissions receivable	52,979		68,616

SEC Form 10-Q filed by GoHealth Inc.