8-K
GoHealth, Inc. (GOCO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENTREPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 19, 2020
GoHealth, Inc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-39390 | 85-0563805 |
|---|---|---|
| (State or other jurisdiction of<br><br><br>incorporation or organization) | (Commission<br><br><br>File Number) | (I.R.S. Employer<br><br><br>Identification No.) |
| 214 West Huron St.<br><br><br>Chicago, Illinois | 60654 | |
| (Address of principal executive offices) | (Zip Code) |
(312) 386-8200
(Registrant’s telephone number, including area code)
Not applicable
(Formername or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br>CFR 240.14a-12). |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange<br><br><br>on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | GOCO | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On August 19, 2020, GoHealth, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 2.02 and the attached Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit<br><br><br>Number | Exhibit Description |
|---|---|
| 99.1 | Press release, dated August 19, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GoHealth, Inc.<br><br><br>(Registrant) | ||
|---|---|---|
| Date: August 19, 2020 | By: | /s/ Travis J. Matthiesen |
| Travis J. Matthiesen | ||
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
GoHealth Reports Second Quarter 2020 Results and Provides 2020 Outlook
Growth Fueled by Strong Medicare Advantage Enrollments
CHICAGO, August 19, 2020 — GoHealth, Inc. (“GoHealth”) (Nasdaq: GOCO), a leading health insurance marketplace, announced financial results for the three and six months ended June 30, 2020.
| • | Second quarter 2020 net revenues of $127.1 million increased 71% compared to the prior year period, and<br>first half 2020 net revenues of $268.1 million increased 87% compared to the prior year period |
|---|---|
| • | Second quarter 2020 net loss of $(22.9) million compared to net income of $15.3 million in the prior<br>year period, and first half 2020 net loss of $(23.8) million compared to net income of $20.3 million in the prior year period |
| --- | --- |
| • | Second quarter 2020 adjusted EBITDA^1^ of $26.9 million<br>increased 56% compared to the prior year period, and first half 2020 adjusted EBITDA of $61.9 million increased 154% compared to the prior year period |
| --- | --- |
The Company also provided a full year 2020 outlook, including net revenues of $840-890 million and adjusted EBITDA^1^ of $265-290 million.
Clint Jones, co-founder and CEO said, “We delivered 71% revenue growth in the second quarter, powered by strong Medicare Advantage enrollments. Our strategic focus on LTV/CAC ensures that these high rates of growth convert into industry-leading margins and strong cash returns. Given the trajectory of our business and the investments we have been making in our direct-to-consumer marketplace, we believe we are on track for another record year of results in fiscal 2020.”
Jones continued, “GoHealth is one of the largest enrollers of Medicare Advantage plans in the United States. Our targeted marketing efforts help spur seniors to evaluate their Medicare plans as we continue to expand our carrier offerings and geographic footprint. The COVID-19 pandemic has accelerated the shift from traditional field agents to our technology enabled model, as consumers seek the expert advice of our agents from the comfort and safety of their homes. Importantly, we are rapidly scaling up in a fast growing, 60 million plus person market where our larger scale and leadership position will allow us to better help both consumers and carriers.”
Year-to-date highlights
| • | LTV/CAC^2^ for the Medicare-Internal segment increased from<br>2.3x to 2.7x during the first half 2020, driven by lower marketing costs per opportunity and higher conversion, resulting in EBITDA margins of 23% vs 17% in the prior year period. Trailing twelve-month LTV/CAC jumped from 2.8x to 3.6x.<br> |
|---|---|
| • | LTV per carrier approved Medicare Advantage submission increased 1.3% from $868 to $879 during the first half<br>2020 compared to the prior year period |
| --- | --- |
| • | 79% of consumer leads were generated internally vs 30% in the prior year period |
| --- | --- |
| • | Total Medicare Submitted Policies^3^ grew 148% in the first<br>half 2020 to 245,396 |
| --- | --- |
| • | Medicare—Internal revenue increased 242% in the first half 2020 to $182.5 million<br> |
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| • | Medicare—Internal profit increased 276% in the first half 2020 to $74.5 million |
| --- | --- |
| • | 76% increase in customer care and enrollment investments in the first half 2020 ahead of the Annual Enrollment<br>Period |
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| • | On track for over 1,000 new agents in 2020 (957 hired as of August 1^st^, 2020) and four new virtual sales centers, substantially resolving COVID-19 related state licensing delays to date |
| --- | --- |
| • | TeleCare team engaging with customers to maximize benefits, deliver them into value-based care models and<br>administer health based assessments through GoHealth’s Encompass Platform |
| --- | --- |
| • | Expanded footprint through carrier additions that drive consumer choice and fit into 2021 |
| --- | --- |
| • | Added UnitedHealthcare and Aetna nationally, in addition to multiple regional carriers |
| --- | --- |
Financial Outlook
The trajectory of the US economy remains challenging to predict, particularly given the heightened uncertainty associated with the COVID-19 pandemic. During these times, demand for healthcare has demonstrated great resilience, and we believe that the COVID-19 pandemic has created favorable industry dynamics for technology-driven direct-to-consumer models such as GoHealth’s insurance marketplace. The Company is providing an outlook for the fiscal year ending December 31, 2020 based on current market conditions and expectations:
1. Full year 2020 net revenue of $840 – $890 million,representing year-over-year growth of 56% – 65%
2. Full year 2020 adjusted EBITDA of $265 – $290 million, representingyear-over-year growth of 55% – 71%
Jones concluded, “Our recent IPO marked an important milestone nearly two decades after Brandon Cruz and I founded the Company, providing us with the necessary capital to deliver our long-term plan. We believe we have the winning strategy necessary to deliver great results for our shareholders over the coming years by working to improve access to healthcare in America.”
Conference Call Details
The Company will host a conference call today, Wednesday, August 19, 2020 at 5:00 pm (ET) to discuss its financial results. A live audio webcast and a supplemental presentation will be available online at https://investors.gohealth.com. The conference call can also be accessed by dialing 1-833-519-1310 for U.S. participants, or 1-914-800-3876 for international participants, and referencing participant code 9537505. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link.
About GoHealth
As a leading health insurance marketplace, GoHealth’s mission is to improve access to healthcare in America. Enrolling in a health insurance plan can be confusing for customers, and the seemingly small differences between plans can lead to significant out-of-pocket costs or lack of access to critical medicines and even providers. GoHealth combines cutting-edge technology, data science and deep industry expertise to match customers with the healthcare policy and carrier that is best for them. Since its inception, GoHealth has enrolled millions of people in Medicare and individual and family plans. For more information, visit https://www.gohealth.com
^1^Adjusted EBITDA is a non-GAAP measure. For a definition of Adjusted EBITDA and a reconciliation to the most comparable GAAP measure, please refer to the appendix.^2^ LTV/CAC defined as (i) aggregate commissions estimated to be collected over the estimated life of all Approved Submissions for the relevant period based on multiple factors, including butnot limited to, contracted commission rates, carrier mix and expected policy persistency with applied constraints, or LTV, divided by (ii) the cost to convert a prospect into a customer less othernon-commission carrier revenue for such period, or CAC. ^3^ Total Medicare Advantage Submitted Policies includes Commissionable and non-Commissionable Policies.
Investor Relations:
Jay Koval, VP of Investor Relations
jkoval@gohealth.com
Media Relations:
pressinquiries@gohealth.com
Forward-Looking Statements
This release contains forward-looking statements within the meaning 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 the Company’s future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected financial performance and operational performance for the fiscal year 2020, including with respect to revenue and Adjusted EBITDA, are forward-looking statements. In some cases, you can identify forward-looking statements by terms, such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. 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 the Company believes 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. There are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including, but are not limited to, the following: the Company’s ability to comply with the numerous, complex and frequently changing laws regulating the marketing and sale of Medicare plans; the potential for an adverse change in our relationships with carriers, including a loss of a carrier relationships; failure to grow the Company’s customer base or retain our existing customers; carriers’ ability to reduce commissions paid to the Company and adversely change their underwriting practices; significant consolidation in the healthcare industry which could adversely alter the Company’s relationships with carriers; information technology systems failures or capacity constraints interrupting the Company’s operations; factors that adversely impact the Company’s estimate of LTV; the Company’s dependence on agents to sell insurance plans; changes in the health insurance system and laws and regulation governing health insurance markets; the inability to effectively advertise the Company’s products; and our ability to successfully implement our business plan during a global economic downturn caused by the COVID-19 pandemic.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this press release, as well as the cautionary statements and other risk factors set forth in the Company’s Quarterly Report on Form 10-Q for the second quarter ended June 30, 2020 filed with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Many of the important factors that will determine these results are beyond the Company’s ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Use of Non-GAAP Financial Measures and Key Performance Indicators
In this press release, we use supplemental measures of our performance that are derived from our consolidated financial information, but which are not presented in our consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measures include net income (loss) before interest expense, income tax expense (benefit) and depreciation and amortization expense, or EBITDA; Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA is the primary financial performance measure used by management to evaluate its business and monitor its results of operations.
Adjusted EBITDA represents EBITDA as further adjusted for share-based compensation, change in fair value of earnout liability, Centerbridge Acquisition costs, severance costs and incremental organizational costs in connection with the IPO. Adjusted EBITDA margin represents Adjusted EBITDA divided by net revenues.
We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. 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. 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 net income (loss) 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 and Adjusted EBITDA to its most directly comparable GAAP financial measure, net income (loss), are presented in the tables 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 include other expenses, costs and non-recurring items.
Management has provided its outlook regarding adjusted EBITDA, which is a non-GAAP financial measures and exclude certain charges. Management has not reconciled these non-GAAP financial measures to the corresponding GAAP financial measures because guidance for the various reconciling items are not provided. Management is unable to provide guidance for these reconciling items because we cannot determine their probable significance, as certain items are outside of the company’s control and cannot be reasonably predicted since these items could vary significantly from period to period. Accordingly, reconciliations to the corresponding GAAP financial measures are not available without unreasonable effort.
“LTV/CAC” refers to the Lifetime Value of Commissions per Consumer Acquisition Cost, which we define as (i) aggregate commissions estimated to be collected over the estimated life of all commissionable Approved Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, carrier mix and expected policy persistency with applied constraints, or LTV, divided by (ii) the cost to convert a prospect into a customer less other noncommission carrier revenue for such period, or CAC. CAC is comprised of cost of revenue, marketing and advertising expenses and customer care and enrollment expenses less other revenue and is presented on a per commissionable Approved Submission basis. “Approved Submissions” refer to Submitted Policies approved by carriers for the identified product during the indicated period. “LTV Per Approved Submission” refers to the Lifetime Value of Commissions per Approved Submission, which we define as (i) aggregate commissions estimated to be collected over the estimated life of all commissionable Approved Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, carrier mix and expected policy persistency with applied constraints, divided by (ii) the number of commissionable Approved Submissions for such period.
The following table sets forth the components of our results of operations for the three months ended June 30, 2020 and 2019 (unaudited):
| Successor | Predecessor | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three MonthsEnded June 30, 2020 | Three MonthsEnded June 30, 2019 | |||||||||||||||
| (in thousands, except percentages) | Dollars | % of NetRevenues | Dollars | % of NetRevenues | Change | % Change | ||||||||||
| Net revenues: | ||||||||||||||||
| Commission | $ | 96,606 | 76.0 | % | $ | 60,077 | 80.6 | % | 60.8 | % | ||||||
| Other | 30,451 | 24.0 | % | 14,434 | 19.4 | % | 111.0 | % | ||||||||
| Net revenues | 127,057 | 100.0 | % | 74,511 | 100.0 | % | 70.5 | % | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | 36,559 | 28.8 | % | 26,561 | 35.6 | % | 37.6 | % | ||||||||
| Marketing and advertising | 21,634 | 17.0 | % | 5,026 | 6.7 | % | 330.4 | % | ||||||||
| Customer care and enrollment | 28,394 | 22.3 | % | 15,814 | 21.2 | % | 79.5 | % | ||||||||
| Technology | 5,705 | 4.5 | % | 4,301 | 5.8 | % | 32.6 | % | ||||||||
| General and administrative | 10,359 | 8.2 | % | 7,106 | 9.5 | % | 45.8 | % | ||||||||
| Change in fair value of contingent consideration liability | 15,300 | 12.0 | % | — | — | NM | ||||||||||
| Amortization of intangible assets | 23,514 | 18.5 | % | — | — | NM | ||||||||||
| Transaction costs | — | — | 299 | 0.4 | % | ) | (100.0 | )% | ||||||||
| Total operating expenses | 141,465 | 111.3 | % | 59,107 | 79.3 | % | 139.3 | % | ||||||||
| (Loss) income from operations | (14,408 | ) | (11.3 | )% | 15,404 | 20.7 | % | ) | (193.5 | )% | ||||||
| Interest expense | 8,986 | 7.1 | % | 81 | 0.1 | % | NM | |||||||||
| Other (income) expense | (505 | ) | (0.4 | )% | 38 | 0.1 | % | ) | NM | |||||||
| (Loss) income before income tax expense | (22,889 | ) | (18.0 | )% | 15,285 | 20.5 | % | ) | (249.7 | )% | ||||||
| Income tax (benefit) expense | (22 | ) | 0.0 | % | 9 | 0.0 | % | ) | (344.4 | )% | ||||||
| Net (loss) income | $ | (22,867 | ) | (18.0 | )% | $ | 15,276 | 20.5 | % | ) | (249.7 | )% | ||||
| Non-GAAP Financial Measures: | ||||||||||||||||
| EBITDA | $ | 10,615 | $ | 16,871 | ) | (37.1 | )% | |||||||||
| Adjusted EBITDA | $ | 26,936 | $ | 17,269 | 56.0 | % | ||||||||||
| Adjusted EBITDA margin | 21. 2% | 23.2% |
All values are in US Dollars.
| * | NM indicates that the percentage is not meaningful. |
|---|
The reconciliations of GAAP net (loss) income to EBITDA and Adjusted EBITDA for the three months ended June 30, 2020 and 2019 are as follows:
| (in thousands) | Three Months EndedJune 30, | ||||
|---|---|---|---|---|---|
| Successor | Predecessor | ||||
| 2020 | 2019 | ||||
| Net revenues | $ | 127,057 | $ | 74,511 | |
| Net (loss) income | $ | (22,867 | ) | $ | 15,276 |
| Interest expense | 8,986 | 81 | |||
| Income tax (benefit) expense | (22 | ) | 9 | ||
| Depreciation and amortization expense | 24,518 | 1,505 | |||
| EBITDA | 10,615 | 16,871 | |||
| Share-based compensation expense^(1)^ | 597 | — | |||
| Change in fair value of contingent consideration liability^(2)^ | 15,300 | — | |||
| Centerbridge Acquisition costs^(3)^ | — | 299 | |||
| IPO transaction costs^(4)^ | 424 | — | |||
| Severance costs^(5)^ | — | 99 | |||
| Adjusted EBITDA | $ | 26,936 | $ | 17,269 | |
| Adjusted EBITDA margin | 21.2% | 23.2% | |||
| (1) | Represents non-cash share-based compensation expense in connection with<br>profits interests. | ||||
| --- | --- | ||||
| (2) | Represents the change in fair value of the earnout liability due to the predecessor owners of the Company<br>arising from the Centerbridge Acquisition. | ||||
| --- | --- | ||||
| (3) | Represents legal, accounting, consulting, and other costs related to the Centerbridge Acquisition.<br> | ||||
| --- | --- | ||||
| (4) | Represents legal, accounting, consulting, and other indirect costs associated with the Company’s IPO.<br> | ||||
| --- | --- | ||||
| (5) | Represents costs associated with the termination of employment.^^ | ||||
| --- | --- |
The following table sets forth the components of our results of operations for the six months ended June 30, 2020 and 2019 (unaudited):
| Successor | Predecessor | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six MonthsEnded June 30, 2020 | Six MonthsEnded June 30, 2019 | |||||||||||||||
| (in thousands, except percentages) | Dollars | % of NetRevenues | Dollars | % of NetRevenues | Change | % Change | ||||||||||
| Net revenues: | ||||||||||||||||
| Commission | $ | 209,116 | 78.0 | % | $ | 111,293 | 77.5 | % | 87.9 | % | ||||||
| Other | 58,951 | 22.0 | % | 32,308 | 22.5 | % | 82.5 | % | ||||||||
| Net revenues | 268,067 | 100.0 | % | 143,601 | 100.0 | % | 86.7 | % | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | 78,693 | 29.4 | % | 54,113 | 37.7 | % | 45.4 | % | ||||||||
| Marketing and advertising | 47,708 | 17.8 | % | 16,437 | 11.4 | % | 190.2 | % | ||||||||
| Customer care and enrollment | 52,371 | 19.5 | % | 29,753 | 20.7 | % | 76.0 | % | ||||||||
| Technology | 10,298 | 3.8 | % | 8,457 | 5.9 | % | 21.8 | % | ||||||||
| General and administrative | 20,849 | 7.8 | % | 14,096 | 9.8 | % | 47.9 | % | ||||||||
| Change in fair value of contingent consideration liability | 19,700 | 7.3 | % | — | — | NM | ||||||||||
| Amortization of intangible assets | 47,029 | 17.5 | % | — | — | NM | ||||||||||
| Transaction costs | — | — | 299 | 0.2 | % | ) | (100.0 | )% | ||||||||
| Total operating expenses | 276,648 | 103.2 | % | 123,155 | 85.8 | % | 124.6 | % | ||||||||
| (Loss) income from operations | (8,581 | ) | (3.2 | )% | 20,446 | 14.2 | % | ) | (142.0 | )% | ||||||
| Interest expense | 15,742 | 5.9 | % | 109 | 0.1 | % | NM | |||||||||
| Other (income) expense | (495 | ) | (0.2 | )% | 48 | 0.0 | % | ) | NM | |||||||
| (Loss) income before income tax expense | (23,828 | ) | (8.9 | )% | 20,289 | 14.1 | % | ) | (217.4 | )% | ||||||
| Income tax (benefit) expense | (24 | ) | 0.0 | % | 11 | 0.0 | % | ) | (318.2 | )% | ||||||
| Net (loss) income | $ | (23,804 | ) | (8.9 | )% | $ | 20,278 | 14.1 | % | ) | (217.4 | )% | ||||
| Non-GAAP Financial Measures: | ||||||||||||||||
| EBITDA | $ | 40,579 | $ | 23,441 | 73.1 | % | ||||||||||
| Adjusted EBITDA | $ | 61,857 | $ | 24,405 | 153.5 | % | ||||||||||
| Adjusted EBITDA margin | 23.1% | 17.0% |
All values are in US Dollars.
| * | NM indicates that the percentage is not meaningful. |
|---|
The reconciliations of GAAP net (loss) income to EBITDA and Adjusted EBITDA for the six months ended June 30, 2020 and 2019 are as follows:
| (in thousands) | Six Months EndedJune 30, | ||||
|---|---|---|---|---|---|
| Successor | Predecessor | ||||
| 2020 | 2019 | ||||
| Net revenues | $ | 268,067 | $ | 143,601 | |
| Net (loss) income | $ | (23,804 | ) | $ | 20,278 |
| Interest expense | 15,742 | 109 | |||
| Income tax (benefit) expense | (24 | ) | 11 | ||
| Depreciation and amortization expense | 48,665 | 3,043 | |||
| EBITDA | 40,579 | 23,441 | |||
| Share-based compensation expense^(1)^ | 1,077 | — | |||
| Change in fair value of contingent consideration liability^(2)^ | 19,700 | — | |||
| Centerbridge Acquisition costs^(3)^ | — | 299 | |||
| IPO transaction costs^(4)^ | 424 | — | |||
| Severance costs^(5)^ | 77 | 665 | |||
| Adjusted EBITDA | $ | 61,857 | $ | 24,405 | |
| Adjusted EBITDA margin | 23.1% | 17.0% | |||
| (1) | Represents non-cash share-based compensation expense in connection with<br>profits interests. | ||||
| --- | --- | ||||
| (2) | Represents the change in fair value of the earnout liability due to the predecessor owners of the Company<br>arising from the Centerbridge Acquisition. | ||||
| --- | --- | ||||
| (3) | Represents legal, accounting, consulting, and other costs related to the Centerbridge Acquisition.<br> | ||||
| --- | --- | ||||
| (4) | Represents legal, accounting, consulting, and other indirect costs associated with the Company’s IPO.<br> | ||||
| --- | --- | ||||
| (5) | Represents costs associated with the termination of employment.^^ | ||||
| --- | --- |
GoHealth Holdings, LLC and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in thousands, except unit and per unit amounts)
| Successor | ||||
|---|---|---|---|---|
| December 31,2019 | ||||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | 118,341 | $ | 12,276 | |
| Accounts receivable, net of allowance for doubtful accounts of 729 in 2020 and 904 in<br>2019 | 9,444 | 24,461 | ||
| Commissions receivable – current | 74,044 | 101,078 | ||
| Prepaid expenses and other current assets | 15,019 | 5,954 | ||
| Total current assets | 216,848 | 143,769 | ||
| Commissions receivable – non-current | 367,596 | 281,853 | ||
| Property, equipment, and capitalized software, net | 12,467 | 6,339 | ||
| Intangible assets, net | 735,754 | 782,783 | ||
| Goodwill | 386,553 | 386,553 | ||
| Other long-term assets | 1,193 | 998 | ||
| Total assets | 1,720,411 | $ | 1,602,295 | |
| Liabilities and members’ equity | ||||
| Current liabilities: | ||||
| Accounts payable | 10,243 | $ | 13,582 | |
| Accrued liabilities | 21,659 | 22,568 | ||
| Commissions payable – current | 46,240 | 56,003 | ||
| Deferred revenue | 1,047 | 15,218 | ||
| Current portion of debt | 4,170 | 3,000 | ||
| Other current liabilities | 3,974 | 2,694 | ||
| Total current liabilities | 87,333 | 113,065 | ||
| Non-current liabilities: | ||||
| Commissions payable – non-current | 125,387 | 97,489 | ||
| Long-term debt, net of current portion | 397,235 | 288,233 | ||
| Contingent consideration | 62,400 | 242,700 | ||
| Other non-current liabilities | 543 | 664 | ||
| Total non-current liabilities | 585,565 | 629,086 | ||
| Commitments and contingencies | ||||
| Members’ Equity: | ||||
| Preferred Units – 1.00 par value; 541,263,042 units authorized, issued and outstanding at<br>June 30, 2020 and December 31, 2019 | 536,489 | 547,542 | ||
| Class A Common Units – 1.00 par value; 351,345,682 and 237,938,682 units authorized,<br>issued and outstanding at June 30, 2020 and December 31, 2019 | 282,317 | 218,911 | ||
| Class B Common Units – 1.00 par value; 157,372,734 and 102,061,318 units authorized,<br>issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 130,536 | 93,708 | ||
| Senior Preferred Earnout Units – no par value; 100,000,000 and 0 units authorized, issued,<br>and outstanding at June 30, 2020 and December 31, 2019, respectively | 98,063 | — | ||
| Profits Units – no par value; 97,918,116 units authorized at June 30, 2020 and<br>December 31, 2019; 86,097,861 and 78,398,133 units issued at June 30, 2020 and December 31, 2019, respectively; and none outstanding at June 30, 2020 and December 31, 2019 | — | — | ||
| Accumulated other comprehensive income (loss) | 81 | (17 | ) | |
| Total members’ equity | 1,047,513 | 860,144 | ||
| Total liabilities and members’ equity | 1,720,411 | $ | 1,602,295 |
All values are in US Dollars.
GoHealth Holdings, LLC and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(dollars in thousands, unaudited)
| Successor | Predecessor | |||||
|---|---|---|---|---|---|---|
| Six MonthsEnded June 30,2020 | Six MonthsEnded June 30,2019 | |||||
| Operating activities: | ||||||
| Net (loss) income | $ | (23,804 | ) | $ | 20,278 | |
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating<br>activities: | ||||||
| Share-based compensation | 1,077 | — | ||||
| Depreciation and amortization | 1,636 | 3,043 | ||||
| Amortization of intangible assets | 47,029 | — | ||||
| Amortization of debt discount and issuance costs | 1,058 | — | ||||
| Change in fair value of contingent consideration | 19,700 | — | ||||
| Other non-cash items | (458 | ) | 808 | |||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | 15,506 | 860 | ||||
| Commissions receivable | (58,709 | ) | (33,885 | ) | ||
| Prepaid expenses and other assets | (1,329 | ) | 1,276 | |||
| Accounts payable | (3,467 | ) | (3,496 | ) | ||
| Accrued liabilities | (7,641 | ) | (1,792 | ) | ||
| Deferred revenue | (14,171 | ) | 12,210 | |||
| Commissions payable | 18,135 | 12,377 | ||||
| Other liabilities | 1,269 | 1,300 | ||||
| Net cash (used in) provided by operating activities | (4,169 | ) | 12,979 | |||
| Investing activities: | ||||||
| Purchases of property, equipment and software | (7,764 | ) | (4,783 | ) | ||
| Net cash used in investing activities | (7,764 | ) | (4,783 | ) | ||
| Financing activities: | ||||||
| Borrowings under term loans | 117,000 | — | ||||
| Principal payments under term loans | (1,793 | ) | — | |||
| Payment of deferred offering costs | (874 | ) | — | |||
| Principal payments under capital lease obligations | (144 | ) | — | |||
| Borrowings under revolving credit facilities | — | 42,967 | ||||
| Payments under revolving credit facilities | — | (47,823 | ) | |||
| Debt issuance cost payments | (6,289 | ) | — | |||
| Proceeds received upon issuance of common units | 10,000 | — | ||||
| Net cash provided by (used in) financing activities | 117,900 | (4,856 | ) | |||
| Effect of exchange rate changes on cash | 98 | (53 | ) | |||
| Increase in cash and cash equivalents | 106,065 | 3,287 | ||||
| Cash and cash equivalents at beginning of period | 12,276 | 505 | ||||
| Cash and cash equivalents at end of period | $ | 118,341 | $ | 3,792 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Non-cash investing and financing activities: | ||||||
| Purchases of property, equipment and software included in accounts payable | $ | 798 | $ | 26 | ||
| Purchases of property, equipment and software under capital leases | $ | — | $ | 654 | ||
| Issuance of senior preferred earnout units to settle contingent consideration liability | $ | 100,000 | $ | — | ||
| Issuance of common A and B units to settle contingent consideration liability | $ | 100,000 | $ | — |
Segment Information
The following table sets forth operating segment results for the three months ended June 30, 2020 and 2019
| Successor | Predecessor | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months EndedJune 30, 2020 | Three Months EndedJune 30, 2019 | ||||||||||||||||
| (in thousands, except percentages) | Dollars | % ofTotalRevenues | Dollars | % ofTotalRevenues | Change | % Change | |||||||||||
| Net revenues: | |||||||||||||||||
| Medicare—Internal | $ | 87,201 | 68.6 | % | $ | 32,412 | 43.5 | % | 169.0 | % | |||||||
| Medicare—External | 28,108 | 22.1 | % | 19,070 | 25.6 | % | 47.4 | % | |||||||||
| IFP and Other—Internal | 7,019 | 5.5 | % | 12,340 | 16.6 | % | ) | (43.1 | )% | ||||||||
| IFP and Other—External | 4,729 | 3.7 | % | 10,689 | 14.3 | % | ) | (55.8 | )% | ||||||||
| Total revenues | 127,057 | 100.0 | % | 74,511 | 100.0 | % | 70.5 | % | |||||||||
| Segment profit: | |||||||||||||||||
| Medicare—Internal | 32,746 | 25.8 | % | 14,941 | 20.1 | % | 119.2 | % | |||||||||
| Medicare—External | 495 | 0.4 | % | 5,692 | 7.6 | % | ) | (91.3 | )% | ||||||||
| IFP and Other—Internal | (54 | ) | 0.0 | % | (268 | ) | (0.4 | )% | (79.9 | )% | |||||||
| IFP and Other—External | 130 | 0.1 | % | 107 | 0.1 | % | 21.5 | % | |||||||||
| Total segment profit | 33,317 | 26.2 | % | 20,472 | 27.5 | % | 62.7 | % | |||||||||
| Corporate expense | 8,911 | 7.0 | % | 4,769 | 6.4 | % | 86.9 | % | |||||||||
| Change in fair value of contingent consideration liability | 15,300 | 12.0 | % | — | — | NM | |||||||||||
| Amortization of intangible assets | 23,514 | 18.5 | % | — | — | NM | |||||||||||
| Transaction costs | — | — | 299 | 0.4 | % | ) | NM | ||||||||||
| Interest expense | 8,986 | 7.1 | % | 81 | 0.1 | % | NM | ||||||||||
| Other (income) expense | (505 | ) | (0.4 | )% | 38 | 0.1 | % | ) | NM | ||||||||
| (Loss) income before income taxes | $ | (22,889 | ) | (18.0 | )% | $ | 15,285 | 20.5 | % | ) | (249.7 | )% |
All values are in US Dollars.
| * | NM indicates that the percentage is not meaningful. |
|---|
The following table sets forth operating segment results for the six months ended June 30, 2020 and 2019
| Successor | Predecessor | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six Months EndedJune 30, 2020 | Six Months EndedJune 30, 2019 | |||||||||||||||
| (in thousands, except percentages) | Dollars | % ofTotalRevenues | Dollars | % ofTotalRevenues | Change | % Change | ||||||||||
| Net revenues: | ||||||||||||||||
| Medicare—Internal | $ | 182,488 | 68.1 | % | $ | 53,324 | 37.1 | % | 242.2 | % | ||||||
| Medicare—External | 57,053 | 21.3 | % | 39,404 | 27.4 | % | 44.8 | % | ||||||||
| IFP and Other—Internal | 15,651 | 5.8 | % | 26,780 | 18.6 | % | ) | (41.6 | )% | |||||||
| IFP and Other—External | 12,875 | 4.8 | % | 24,093 | 16.8 | % | ) | (46.6 | )% | |||||||
| Total revenues | 268,067 | 100.0 | % | 143,601 | 100.0 | % | 86.7 | % | ||||||||
| Segment profit: | ||||||||||||||||
| Medicare—Internal | 74,482 | 27.8 | % | 19,806 | 13.8 | % | 276.1 | % | ||||||||
| Medicare—External | 173 | 0.1 | % | 9,071 | 6.3 | % | ) | (98.1 | )% | |||||||
| IFP and Other—Internal | 427 | 0.2 | % | 612 | 0.4 | % | ) | (30.2 | )% | |||||||
| IFP and Other—External | 642 | 0.2 | % | 1,370 | 1.0 | % | ) | (53.1 | )% | |||||||
| Total segment profit | 75,724 | 28.2 | % | 30,859 | 21.5 | % | 145.4 | % | ||||||||
| Corporate expense | 17,576 | 6.6 | % | 10,114 | 7.0 | % | 73.8 | % | ||||||||
| Change in fair value of contingent consideration liability | 19,700 | 7.3 | % | — | — | NM | ||||||||||
| Amortization of intangible assets | 47,029 | 17.5 | % | — | — | NM | ||||||||||
| Transaction Costs | — | — | 299 | 0.2 | % | ) | NM | |||||||||
| Interest expense | 15,742 | 5.9 | % | 109 | 0.1 | % | NM | |||||||||
| Other (income) expense | (495 | ) | (0.2 | )% | 48 | 0.0 | % | NM | ||||||||
| (Loss) income before income taxes | $ | (23,828 | ) | (8.9 | )% | $ | 20,289 | 14.1 | % | ) | (217.4 | )% |
All values are in US Dollars.
| * | NM indicates that the percentage is not meaningful. |
|---|
The following table presents the number of Submitted Policies by product for the Medicare segments for the three and six months ended June 30, 2020 and 2019, split between those submissions that are commissionable (compensated through commissions received from carriers) and those that are non-commissionable (compensated via hourly fees and enrollment fees):
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| Successor | Predecessor | Successor | Predecessor | |||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Medicare Advantage | 99,078 | 47,039 | 216,413 | 83,095 | ||||
| Medicare Supplement | 2,248 | 4,260 | 4,919 | 8,114 | ||||
| Prescription Drug Plans | 1,969 | 2,766 | 4,431 | 5,458 | ||||
| Total Medicare—Commissionable | 103,295 | 54,065 | 225,763 | 96,667 | ||||
| Medicare Advantage | 7,407 | 1,404 | 14,334 | 1,902 | ||||
| Medicare Supplement | 1,734 | 260 | 3,546 | 416 | ||||
| Prescription Drug Plans | 955 | 109 | 1,753 | 136 | ||||
| Total Medicare—Non Commissionable | 10,096 | 1,773 | 19,633 | 2,454 | ||||
| Total Medicare Submitted Policies | 113,391 | 55,838 | 245,396 | 99,121 |
The following tables present the number of Approved Submissions by product relating to commissionable policies for the Medicare segments for the three and six months ended June 30, 2020 and 2019. Only commissionable policies are used to calculate our LTV.
Medicare—Internal
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| Successor | Predecessor | Successor | Predecessor | |||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Medicare Advantage | 67,818 | 30,814 | 151,426 | 50,274 | ||||
| Medicare Supplement | 465 | 1,185 | 1,287 | 2,254 | ||||
| Prescription Drug Plans | 1,571 | 1,882 | 3,745 | 3,467 | ||||
| Medicare—Internal Commissionable Approved Submissions | 69,854 | 33,881 | 156,458 | 55,995 |
Medicare—External
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| Successor | Predecessor | Successor | Predecessor | |||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Medicare Advantage | 28,979 | 16,176 | 61,266 | 32,790 | ||||
| Medicare Supplement | 1,633 | 2,615 | 3,191 | 5,213 | ||||
| Prescription Drug Plans | 405 | 884 | 854 | 1,991 | ||||
| Medicare—External Commissionable Approved Submissions | 31,017 | 19,675 | 65,311 | 39,994 |
The following table presents the LTV per Approved Submission by product for the Medicare segments for the three and six months ended June 30, 2020 and 2019:
| Three Months EndedJune 30, | Six Months EndedJune 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| Successor | Predecessor | Successor | Predecessor | |||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Medicare Advantage | $ | 905 | $ | 873 | $ | 879 | $ | 868 |
| Medicare Supplement | $ | 937 | $ | 946 | $ | 928 | $ | 936 |
| Prescription Drug Plans | $ | 215 | $ | 192 | $ | 216 | $ | 192 |