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Gohealth Inc.
GoHealth Prioritizes Retention, Quality, and Strategic Flexibility as Medicare Advantage Market Rationalizes; Reports Third Quarter 2025 Results
Business
Nov 13 2025
23 min read

GoHealth Prioritizes Retention, Quality, and Strategic Flexibility as Medicare Advantage Market Rationalizes; Reports Third Quarter 2025 Results

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Disciplined pullback aims to preserve high-quality member base, retention and engagement model, and platform efficiency.

CHICAGO, Nov. 13, 2025 (GLOBE NEWSWIRE) -- GoHealth, Inc. (NASDAQ: GOCO) (“GoHealth” or the “Company”), a leading health insurance marketplace and Medicare-focused digital health company, today announced financial results for the three and nine months ended September 30, 2025.

The Company navigated a materially different Medicare Advantage environment by intentionally reducing Medicare Advantage volume, conserving liquidity, and preserving the core capabilities required to scale when market conditions stabilize. Based on our analysis, health plans continue to emphasize margin integrity, renewal stability, and long-term member value over raw enrollment growth.

GoHealth anticipated this shift and aligned its operating model accordingly, focusing on:

  • Disciplined Pullback: Intentionally reduced Medicare Advantage volume in response to announced health plan emphasis on renewal stability, member quality, and unit economics.

  • Retention-First Strategy: Reinforcing objective guidance—confirming a member’s current plan when appropriate—protecting the quality and durability of the member base.

  • Leadership in Special Needs Plans: Maintaining a leading position in SNP categories where health plans continue to allocate resources.

  • Preserved Strategic Capabilities: Sustaining the core infrastructure required to lead when conditions stabilize, including agent enablement technology, retention operations, and back-book value.

  • Strengthened Strategic Flexibility: Secured superpriority term loan facility, received covenant relief, and refreshed the Company’s Board of Directors to enable potential integration and consolidation opportunities in a fragmented broker landscape.

“Our pullback over the last two quarters was intentional. The market shifted toward retention, member stability, and disciplined unit economics,” said Vijay Kotte, CEO of GoHealth. “We aligned with that shift by focusing on quality over quantity, reinforcing objective guidance to our members, and protecting the capabilities that matter to us: our high-quality member book, our retention and engagement model, our platform efficiency, and our leadership in Special Needs Plans.”

“If our assessment of the changing market dynamics proves premature, we believe we have preserved flexibility. But if we had chased projected volume into deteriorating economics, the downside could have been significant and lasting. We believe our discipline protects value in either scenario and positions us to expand and integrate as the market rationalizes.”

“Our third-quarter performance reflects disciplined execution in an environment where we see health plans prioritizing margin and stability,” said Brendan Shanahan, CFO of GoHealth. “We maintained liquidity, reduced fixed cost, and continued to automate and streamline core parts of the operating model. We believe our balance sheet is stable, our platform remains efficient, and our variable cost structure provides flexibility. We expect to be well-positioned to evaluate and pursue opportunities that create long-term value.”

Additional information, including with respect to the Company’s preliminary financial results for the three and nine months ended September 30, 2025, is included in the tables at the end of this press release.

Conference Call Details

The Company will host a conference call today, Thursday, November 13, 2025 at 8:00 a.m. (ET) to discuss prioritization of retention, quality, and strategic flexibility. A live audio webcast of the conference call will be available via GoHealth's Investor Relations website, https://investors.gohealth.com/. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call.

About GoHealth, Inc.

GoHealth is a leading health insurance marketplace and Medicare-focused digital health company whose purpose is to compassionately ensure consumers’ peace of mind when making healthcare decisions so they can focus on living life. For many of these consumers, enrolling in a health insurance plan is confusing and difficult, and seemingly small differences between health plans may lead to significant out-of-pocket costs or lack of access to critical providers and medicines. GoHealth’s proprietary technology platform leverages modern machine-learning algorithms, powered by over two decades of insurance purchasing behavior, to reimagine the process of matching a health plan to a consumer’s specific needs. Its unbiased, technology-driven marketplace coupled with highly skilled licensed agents has facilitated the enrollment of millions of consumers in Medicare plans since GoHealth’s inception. For more information, visit https://www.gohealth.com.

Investor Relations:

John Shave

[email protected]

 

Media Relations:

[email protected]

 

Forward-Looking Statements

This press release 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 press release may be forward-looking statements. Statements regarding our liquidity, future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the expected results of the strategic capital and governance actions entered into on August 6, 2025, our pursuit of strategic alternatives and other shifts in our strategy, health plans’ respective decisions related to plan offerings and associated compensation for broker services, our expected growth, future capital expenditures, debt service obligations, future 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”) 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 press release 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 press release 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”), our Quarterly Report on Form 10-Q for the first quarter ended March 31, 2025, our Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025, the forthcoming Quarterly Report on Form 10-Q for the third quarter ended September 30, 2025 and in our other filings with the Securities and Exchange Commission.

You should read this press release and the documents that we reference in this press release 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.

Non-GAAP Financial Measures

Throughout this press release, 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 summarized in the table furnished below in this press release.

  • “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 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 press release. 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 furnished below in this press release. 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.

Key Business Performance and Operating Metrics

In addition to traditional financial metrics, we rely upon certain business and operating metrics to evaluate our business performance and facilitate our operations. The most relevant business and operating metrics 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) Medicare 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, (ii) Medicare 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, and (iii) revenues from GoHealth Protect, divided by (y) the number of Submissions generated for such period.

  • “Submission” refers to either (i) a completed Medicare 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, (ii) a transfer by our agent to the health plan partner through the Encompass operating model during the indicated period, or (iii) a completed GoHealth Protect application with our licensed agent that is submitted, approved by the health plan partner, and for which the payment information was received by the health plan partner during the indicated period.

Direct Operating Cost of Submission, Direct Operating Cost per Submission, Sales/Direct Operating Cost of Submission, Sales per Submission and Submissions are key operating metrics we use to understand our underlying financial performance and trends.

The following tables set forth the components of our results of operations for the periods indicated (unaudited):

 

 

Three months ended Sep. 30,

 

 

 

 

 

 

2025

 

2024

 

 

 

 

(in thousands, except percentages and per share amounts)

 

Dollars

 

% of Net Revenues

 

Dollars

 

% of Net Revenues

 

$ Change

 

% Change

Net revenues

 

$

34,186

 

100.0  %

 

$

118,292

 

100.0  %

 

$

(84,106)

 

(71.1) %

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Revenue share

 

20,095

 

58.8  %

 

19,683

 

16.6  %

 

412

 

2.1  %

Marketing and advertising

 

17,471

 

51.1  %

 

45,270

 

38.3  %

 

(27,799)

 

(61.4) %

Consumer care and enrollment

 

17,201

 

50.3  %

 

45,556

 

38.5  %

 

(28,355)

 

(62.2) %

Technology

 

9,970

 

29.2  %

 

9,801

 

8.3  %

 

169

 

1.7  %

General and administrative

 

27,689

 

81.0  %

 

17,140

 

14.5  %

 

10,549

 

61.5  %

Amortization of intangible assets

 

23,514

 

68.8  %

 

23,514

 

19.9  %

 

 

—  %

Indefinite and long-lived asset impairment charges

 

206,163

 

603.1  %

 

 

—  %

 

206,163

 

NM

Total operating expenses

 

322,103

 

942.2  %

 

160,964

 

136.1  %

 

161,139

 

100.1  %

Income (loss) from operations

 

(287,917)

 

(842.2) %

 

(42,672)

 

(36.1) %

 

(245,245)

 

574.7  %

Interest expense

 

24,762

 

72.4  %

 

19,086

 

16.1  %

 

5,676

 

29.7  %

Loss on extinguishment of debt

 

1,655

 

4.8  %

 

 

—  %

 

1,655

 

NM

Gain on bargain purchase

 

 

—  %

 

(77,363)

 

(65.4) %

 

77,363

 

(100.0) %

Other (income) expense, net

 

70

 

0.2  %

 

250

 

0.2  %

 

(180)

 

(72.0) %

Income (loss) before income taxes

 

(314,404)

 

(919.7) %

 

15,355

 

13.0  %

 

(329,759)

 

(2147.6) %

Income tax (benefit) expense

 

(486)

 

(1.4) %

 

(11)

 

—  %

 

(475)

 

4318.2 %

Net income (loss)

 

(313,918)

 

(918.3) %

 

15,366

 

13.0  %

 

(329,284)

 

(2142.9) %

Net income (loss) attributable to non-controlling interests

 

(148,072)

 

(433.1) %

 

8,591

 

7.3  %

 

(156,663)

 

(1823.6) %

Net income (loss) attributable to GoHealth, Inc.

 

$

(165,846)

 

(485.1) %

 

$

       6,775

 

5.7  %

 

$

(172,621)

 

(2547.9) %

Net income (loss) per share (Note 7):

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share of Class A common stock — basic

 

$

(11.80)

 

 

 

$

0.58

 

 

 

 

 

 

Net income (loss) per share of Class A common stock — diluted

 

$

(11.80)

 

 

 

$

0.46

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding — basic

 

14,136

 

 

 

10,077

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding — diluted

 

14,136

 

 

 

14,580

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP financial measures:

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

(262,620)

 

 

 

$

60,860

 

 

 

 

 

 

Adjusted EBITDA

 

$

(47,090)

 

 

 

$

(12,106)

 

 

 

 

 

 

Net Income (Loss) Margin

 

(918.3) %

 

 

 

13.0 %

 

 

 

 

 

 

Adjusted EBITDA Margin

 

(137.7) %

 

 

 

(10.2) %

 

 

 

 

 

 

NM = Not meaningful

 

 

Nine months ended Sep. 30,

 

 

 

 

 

 

2025

 

2024

 

 

 

 

(in thousands, except percentages and per share amounts)

 

Dollars

 

% of Net Revenues

 

Dollars

 

% of Net Revenues

 

$ Change

 

% Change

Net revenues

 

$

349,206

 

100.0  %

 

$

409,762

 

100.0  %

 

$

(60,556)

 

(14.8) %

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Revenue share

 

91,777

 

26.3  %

 

78,376

 

19.1  %

 

13,401

 

17.1  %

Marketing and advertising

 

112,937

 

32.3  %

 

136,049

 

33.2  %

 

(23,112)

 

(17.0) %

Consumer care and enrollment

 

95,119

 

27.2  %

 

132,731

 

32.4  %

 

(37,612)

 

(28.3) %

Technology

 

27,220

 

7.8  %

 

28,921

 

7.1  %

 

(1,701)

 

(5.9) %

General and administrative

 

72,284

 

20.7  %

 

50,457

 

12.3  %

 

21,827

 

43.3  %

Amortization of intangible assets

 

70,542

 

20.2  %

 

70,542

 

17.2  %

 

 

—  %

Indefinite and long-lived asset impairment charges

 

259,961

 

74.4  %

 

 

—  %

 

259,961

 

NM

Total operating expenses

 

729,840

 

209.0  %

 

497,076

 

121.3  %

 

232,764

 

46.8  %

Income (loss) from operations

 

(380,634)

 

(109.0) %

 

(87,314)

 

(21.3) %

 

(293,320)

 

335.9  %

Interest expense

 

57,661

 

16.5  %

 

55,133

 

13.5  %

 

2,528

 

4.6  %

Loss on extinguishment of debt

 

1,655

 

0.5  %

 

 

—  %

 

1,655

 

NM

Gain on bargain purchase

 

 

—  %

 

(77,363)

 

(18.9) %

 

77,363

 

(100.0) %

Other (income) expense, net

 

(520)

 

(0.1) %

 

332

 

0.1  %

 

(852)

 

(256.6) %

Income (loss) before income taxes

 

(439,430)

 

(125.8) %

 

(65,416)

 

(16.0) %

 

(374,014)

 

571.7  %

Income tax (benefit) expense

 

263

 

0.1  %

 

(122)

 

—  %

 

385

 

(315.6) %

Net income (loss)

 

(439,693)

 

(125.9) %

 

(65,294)

 

(15.9) %

 

(374,399)

 

573.4  %

Net income (loss) attributable to non-controlling interests

 

(215,162)

 

(61.6) %

 

(36,857)

 

(9.0) %

 

(178,305)

 

483.8  %

Net income (loss) attributable to GoHealth, Inc.

 

$

(224,531)

 

(64.3) %

 

$

   (28,437)

 

(6.9) %

 

$

(196,094)

 

689.6  %

Net income (loss) per share (Note 7):

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share of Class A common stock — basic

 

$

(19.14)

 

 

 

$

(3.14)

 

 

 

 

 

 

Net income (loss) per share of Class A common stock — diluted

 

$

(19.14)

 

 

 

$

(3.14)

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding — basic

 

11,884

 

 

 

9,922

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding — diluted

 

11,884

 

 

 

9,922

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP financial measures:

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

$

(302,073)

 

 

 

$

68,679

 

 

 

 

 

 

Adjusted EBITDA

 

$

(16,325)

 

 

 

$

2,479

 

 

 

 

 

 

Net Income (Loss) Margin

 

(125.9) %

 

 

 

(15.9) %

 

 

 

 

 

 

Adjusted EBITDA Margin

 

(4.7) %

 

 

 

0.6 %

 

 

 

 

 

 

NM = Not meaningful 

The following tables set forth the reconciliations of GAAP net income (loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated (unaudited):

 

 

Three months ended Sep. 30,

 

Nine months ended Sep. 30,

(in thousands)

 

2025

 

2024

 

2025

 

2024

Net revenues

 

$

34,186

 

$

118,292

 

$

349,206

 

$

409,762

Net income (loss)

 

(313,918)

 

15,366

 

(439,693)

 

(65,294)

Interest expense

 

24,762

 

19,086

 

57,661

 

55,133

Income tax expense (benefit)

 

(486)

 

(11)

 

263

 

(122)

Depreciation and amortization expense

 

27,022

 

26,419

 

79,696

 

78,962

EBITDA

 

(262,620)

 

60,860

 

(302,073)

 

68,679

Indefinite and long-lived asset impairment charges(1)

 

206,163

 

 

259,675

 

Loss on extinguishment of debt(2)

 

1,655

 

 

1,655

 

Share-based compensation expense (benefit)(3)

 

3,496

 

2,859

 

6,164

 

6,534

Professional services(4)

 

3,327

 

818

 

10,708

 

818

Legal fees(5)

 

889

 

654

 

3,731

 

1,331

Severance costs(6)

 

 

66

 

3,815

 

2,480

Gain on bargain purchase(7)

 

 

(77,363)

 

 

(77,363)

Adjusted EBITDA

 

$

(47,090)

 

$

(12,106)

 

$

(16,325)

 

$

2,479

Net Income (Loss) Margin

 

(918.3) %

 

13.0  %

 

(125.9) %

 

(15.9) %

Adjusted EBITDA Margin

 

(137.7) %

 

(10.2) %

 

(4.7) %

 

0.6  %


(1)

 

Represents indefinite-lived intangible asset, definite-lived intangible asset, capitalized software and other long-lived asset impairment charges for the three and nine months ended September 30, 2025. For the nine months ended September 30, 2025, the amount includes one-time gains of $0.3 million from the remeasurement of the lease liability and adjustment of the ROU asset (which was previously impaired) related to the early termination of leases during the first half of the fiscal year.

(2)

 

Represents the loss on debt extinguishment related to entry into Amendment No. 14 to the Existing Credit Agreement and the Superpriority Credit Agreement.

(3)

 

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

(4)

 

Represents costs associated with non-routine consulting fees and other professional services.

(5)

 

Represents legal fees, settlement accruals and other expenses related to certain acquisitions, litigation, Existing Credit Agreement amendments or new credit agreements and other non-routine legal or regulatory matters.

(6)

 

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

(7)

 

Represents the excess of the acquisition-date fair value of the net assets acquired over the acquisition-date fair value of the consideration transferred related to the acquisition of e-TeleQuote during the three months ended September 30, 2024.

 

 

 

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

 

 

Three months ended Sep. 30,

 

Nine months ended Sep. 30,

(in thousands)

 

2025

 

2024

 

2025

 

2024

Medicare Revenue

 

 

 

 

 

 

 

 

Medicare Agency Revenue

 

 

 

 

 

 

 

 

Commission Revenue(1)

 

$

22,172

 

$

77,868

 

$

262,603

 

$

228,154

Partner Marketing and Other Revenue

 

4,116

 

14,408

 

32,492

 

47,926

Total Medicare Agency Revenue

 

26,288

 

92,276

 

295,095

 

276,080

Medicare Non-Agency Revenue

 

610

 

24,532

 

36,592

 

130,573

Total Medicare Revenue

 

26,898

 

116,808

 

331,687

 

406,653

Other Revenue

 

 

 

 

 

 

 

 

Other Non-Agency Revenue

 

6,886

 

1,119

 

16,587

 

1,896

Other Agency Revenue

 

402

 

365

 

932

 

1,213

Total Other Revenue

 

7,288

 

1,484

 

17,519

 

3,109

Total Net Revenues

 

$

             34,186

 

$

          118,292 

 

$

          349,206

 

$

          409,762


(1) 

 

Commission revenue excludes commissions generated from the sale of individual and family plan insurance products.  


The following table sets forth our balance sheets for the periods indicated (unaudited):

(in thousands, except per share amounts)

 

Sep. 30, 2025

 

Dec. 31, 2024

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

32,076

 

$

40,921

Accounts receivable, net

 

2

 

4,452

Commissions receivable - current

 

238,947

 

320,399

Prepaid expense and other current assets

 

16,437

 

34,639

Total current assets

 

287,462

 

400,411

Commissions receivable - non-current

 

725,074

 

733,161

Operating lease ROU asset

 

10,138

 

19,317

Property, equipment, and capitalized software, net

 

5,558

 

29,320

Intangible assets, net

 

 

302,497

Other long-term assets

 

2,254

 

3,717

Total assets

 

$

          1,030,486

 

$

          1,488,423

Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

11,853

 

14,591

Accrued liabilities

 

60,913

 

121,346

Commissions payable - current

 

65,088

 

98,771

Short-term operating lease liability

 

4,916

 

5,705

Deferred revenue

 

29,195

 

53,720

Current portion of long-term debt

 

 

39,500

Other current liabilities

 

3,717

 

4,419

Total current liabilities

 

175,682

 

338,052

Non-current liabilities:

 

 

 

 

Commissions payable - non-current

 

169,049

 

177,656

Long-term operating lease liability

 

29,958

 

34,900

Deferred tax liability

 

22,754

 

22,350

Long-term debt, net of current portion

 

581,844

 

447,865

Other non-current liabilities

 

2,227

 

9,200

Total non-current liabilities

 

805,832

 

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 September 30, 2025 and December 31, 2024. Liquidation preference of $57.5 million and $54.6 million as of September 30, 2025 and December 31, 2024, respectively.

 

55,880

 

52,962

Stockholders’ equity (deficit):

 

 

 

 

Class A common stock – $0.0001 par value; 1,100,000 shares authorized as of both September 30, 2025 and December 31, 2024; 16,803 and 10,614 shares issued as of September 30, 2025 and December 31, 2024, respectively; 16,032 and 10,292 shares outstanding as of September 30, 2025 and December 31, 2024, respectively.

 

1

 

1

Class B common stock – $0.0001 par value; 615,825 and 615,917 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 12,621 and 12,711 shares issued and outstanding as of September 30, 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 September 30, 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 September 30, 2025 and December 31, 2024.

 

 

Treasury stock – at cost; 771 and 322 shares of Class A common stock as of September 30, 2025 and December 31, 2024, respectively.

 

(9,280)

 

(4,150)

Additional paid-in capital

 

725,242

 

669,346

Accumulated other comprehensive income (loss)

 

(55)

 

(151)

Accumulated deficit

 

(647,739)

 

(423,208)

Total stockholders’ equity (deficit) attributable to GoHealth, Inc.

 

68,170

 

241,839

Non-controlling interests

 

(75,078)

 

163,599

Total stockholders’ equity (deficit)

 

(6,908)

 

405,438

Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)

 

$

          1,030,486

 

$

          1,488,423


The following table sets forth our statements of cash flows for the periods indicated (unaudited):

 

 

Nine months ended Sep. 30,

(in thousands)

 

2025

 

2024

Operating Activities

 

 

 

 

Net income (loss)

 

$

(439,693)

 

$

(65,294)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

Share-based compensation

 

6,164

 

6,534

Depreciation and amortization

 

9,154

 

8,420

Amortization of intangible assets

 

70,542

 

70,542

Amortization of debt discount and issuance costs

 

4,687

 

7,319

Deferred tax liability

 

403

 

Non-cash lease expense

 

2,459

 

2,907

Other non-cash items

 

(346)

 

(98)

Accrued interest payable in kind

 

27,322

 

Loss on extinguishment of debt

 

1,655

 

Indefinite and long-lived asset impairment charges

 

259,961

 

Gain on bargain purchase

 

 

(77,363)

Changes in assets and liabilities:

 

 

 

 

Accounts receivable

 

4,450

 

(4,578)

Commissions receivable

 

89,598

 

104,570

Prepaid expenses and other assets

 

18,327

 

28,644

Accounts payable

 

(2,739)

 

(4,268)

Accrued liabilities

 

(60,383)

 

(44,227)

Deferred revenue

 

(24,526)

 

(9,708)

Commissions payable

 

(42,291)

 

(44,735)

Operating lease liabilities

 

(3,874)

 

(4,976)

Other liabilities

 

(3,743)

 

(9,900)

Net cash provided by (used in) operating activities

 

(82,873)

 

(36,211)

Investing Activities

 

 

 

 

Acquisition of business, net

 

 

17,536

Purchases of property, equipment and software

 

(8,248)

 

(11,511)

Net cash provided by (used in) investing activities

 

(8,248)

 

6,025

Financing Activities

 

 

 

 

Repayment of borrowings

 

(2,375)

 

(50,000)

Proceeds from borrowings

 

97,999

 

40,000

Debt issuance cost payments

 

(8,408)

 

(13,584)

Repurchase of shares to satisfy employee tax withholding obligations

 

(5,130)

 

(1,484)

Proceeds from stock option exercises

 

1

 

4

Net cash provided by (used in) financing activities

 

82,087

 

(25,064)

Effect of exchange rate changes on cash and cash equivalents

 

189

 

(32)

Increase (decrease) in cash and cash equivalents

 

(8,845)

 

(55,282)

Cash and cash equivalents at beginning of period

 

40,921

 

90,809

Cash and cash equivalents at end of period

 

$

               32,076

 

$

               35,527

Supplemental Disclosure of Cash Flow Information

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

Purchases of property, equipment and software included in accounts payable

 

$

 

$

154

In addition to traditional financial metrics, we rely upon certain business and operating metrics to evaluate our business performance and facilitate our operations. The most relevant business and operating metrics for our single operating and reportable segment are furnished in the tables below (unaudited).

Beginning in the quarter ended June 30, 2025, we revised the definitions of certain business and operating metrics to reflect our recent expansion into GoHealth Protect. This revised presentation aligns with how we currently manage our operations. We did not revise prior periods’ metrics because GoHealth Protect was not significant prior to the second quarter of 2025.

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

 

 

Three months ended Sep. 30,

 

 

 

 

 

 

2025

 

2024

 

Change

 

% Change

 

 

72,183

 

166,195

 

(94,012)

 

(56.6)%

Submissions

 

 

 

 

 

 

 

 

 

 

Nine months ended Sep. 30,

 

 

 

 

 

 

2025

 

2024

 

Change

 

% Change

 

 

516,286

 

534,737

 

(18,451)

 

(3.5)%


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

 

 

Three months ended Sep. 30,

 

 

 

 

 

 

2025

 

2024

 

$ Change

 

% Change

 

 

$

461

 

$

702

 

$

(241)

 

(34.3)%

Sales per Submission

 

 

 

 

 

 

 

 

 

 

Nine months ended Sep. 30,

 

 

 

 

 

 

2025

 

2024

 

$ Change

 

% Change

 

 

$

669

 

$

761

 

$

(92)

 

(12.1)%


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

 

 

Three months ended Sep. 30,

 

 

 

 

 

 

2025

 

2024

 

$ Change

 

% Change

 

 

$

756

 

$

663

 

$

93

 

14.0%

Direct Operating Cost per Submission

 

 

 

 

 

 

 

 

 

 

Nine months ended Sep. 30,

 

 

 

 

 

 

 

2025

 

 

2024

 

$ Change

 

% Change

 

 

$

579

 

$

647

 

$

(68)

 

(10.5)%


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

 

 

Three months ended Sep. 30,

 

Nine months ended Sep. 30,

 

 

2025

 

2024

 

2025

 

2024

Direct Operating Cost of Submission

 

$

54,547

 

$

110,245

 

$

299,036

 

$

346,112

Sales/Direct Operating Cost of Submission

 

 

0.6

 

 

1.1

 

 

1.2

 

 

1.2