GoHealth Announces Strategic Capital and Governance Actions to Support Long-Term Value Creation and Reports Second Quarter 2025 Results
GoHealth (NASDAQ: GOCO) has announced significant strategic capital and governance actions to enhance its financial flexibility. The company secured a new $80 million senior secured superpriority term loan facility plus $35 million in roll-up loans to support working capital ahead of the Medicare annual enrollment period.
Key actions include amending the existing credit agreement to waive principal payments through 2026, creating a $250 million debt basket capacity for transformative transactions, and issuing 4.7 million shares of Class A common stock to lenders. The company also appointed three new directors while accepting resignations from three existing board members.
GoHealth (NASDAQ: GOCO) ha annunciato importanti azioni strategiche di capitale e governance per aumentare la sua flessibilità finanziaria. La società ha ottenuto una nuova linea di credito senior secured superpriority term loan da 80 milioni di dollari oltre a 35 milioni di dollari in prestiti roll-up per supportare il capitale circolante in vista del periodo di iscrizione annuale Medicare.
Le azioni principali includono la modifica dell'accordo di credito esistente per sospendere i pagamenti del capitale fino al 2026, la creazione di una capacità di debito di 250 milioni di dollari per operazioni trasformative e l'emissione di 4,7 milioni di azioni di azioni ordinarie di Classe A ai finanziatori. La società ha inoltre nominato tre nuovi direttori, accettando le dimissioni di tre membri del consiglio esistenti.
GoHealth (NASDAQ: GOCO) ha anunciado importantes acciones estratégicas de capital y gobernanza para mejorar su flexibilidad financiera. La compañía aseguró una nueva línea de crédito senior garantizada superprioritaria a plazo de 80 millones de dólares más 35 millones de dólares en préstamos roll-up para apoyar el capital de trabajo antes del período anual de inscripción de Medicare.
Las acciones clave incluyen la enmienda del acuerdo de crédito existente para eximir los pagos de principal hasta 2026, la creación de una capacidad de deuda de 250 millones de dólares para transacciones transformadoras y la emisión de 4.7 millones de acciones ordinarias Clase A a los prestamistas. La compañía también nombró a tres nuevos directores mientras aceptaba las renuncias de tres miembros actuales del consejo.
GoHealth (NASDAQ: GOCO)는 재정 유연성을 강화하기 위한 중요한 전략적 자본 및 거버넌스 조치를 발표했습니다. 회사는 메디케어 연례 등록 기간을 앞두고 운전자본 지원을 위해 8천만 달러 규모의 선순위 담보 슈퍼우선권 만기 대출과 3천5백만 달러 규모의 롤업 대출을 확보했습니다.
주요 조치로는 2026년까지 원금 상환을 유예하는 기존 신용 계약 수정, 변혁적 거래를 위한 2억 5천만 달러 규모의 부채 한도 생성, 그리고 대출자에게 470만 주의 클래스 A 보통주 발행이 포함됩니다. 또한 회사는 기존 이사 3명의 사임을 수락하고 신규 이사 3명을 임명했습니다.
GoHealth (NASDAQ : GOCO) a annoncé des actions stratégiques importantes en matière de capital et de gouvernance pour renforcer sa flexibilité financière. La société a obtenu une nouvelle facilité de prêt à terme senior garanti superprioritaire de 80 millions de dollars ainsi que 35 millions de dollars de prêts roll-up pour soutenir le fonds de roulement avant la période annuelle d'inscription à Medicare.
Les actions clés comprennent la modification de l'accord de crédit existant pour suspendre les paiements du principal jusqu'en 2026, la création d'une capacité d'endettement de 250 millions de dollars pour des transactions transformantes, et l'émission de 4,7 millions d'actions ordinaires de classe A aux prêteurs. La société a également nommé trois nouveaux administrateurs tout en acceptant les démissions de trois membres actuels du conseil d'administration.
GoHealth (NASDAQ: GOCO) hat bedeutende strategische Kapital- und Governance-Maßnahmen angekündigt, um seine finanzielle Flexibilität zu verbessern. Das Unternehmen sicherte sich eine neue 80 Millionen US-Dollar Senior Secured Superpriority Term Loan-Finanzierung sowie 35 Millionen US-Dollar Roll-up-Darlehen, um das Betriebskapital vor der jährlichen Medicare-Anmeldeperiode zu unterstützen.
Zu den wichtigsten Maßnahmen gehören die Änderung des bestehenden Kreditvertrags zur Aussetzung der Tilgungszahlungen bis 2026, die Schaffung eines 250 Millionen US-Dollar Schuldenkorridors für transformative Transaktionen sowie die Ausgabe von 4,7 Millionen Aktien der Klasse A Stammaktien an die Kreditgeber. Das Unternehmen ernannte zudem drei neue Direktoren und akzeptierte die Rücktritte von drei bestehenden Vorstandsmitgliedern.
- None.
- Dilution of existing shareholders through issuance of 4.7 million new shares
- Need for additional debt financing indicates potential liquidity concerns
- Significant governance changes with three board members resigning
Insights
GoHealth secures crucial financing and governance changes to avoid near-term debt issues, but signals potential financial stress.
GoHealth's announced capital restructuring actions reveal significant underlying financial pressures. The company has secured an $80 million new-money term loan alongside $35 million in roll-up loans under a "superpriority" structure - terminology typically reserved for companies facing liquidity challenges. More telling is the amendment to waive principal payments through 2026 and reset financial covenants, which strongly suggests the company was at risk of breaching its debt obligations.
The issuance of 4.7+ million shares to lenders represents a dilutive event for existing shareholders, though it aligns lender interests with equity holders. The creation of a $250 million debt basket capacity signals that GoHealth is positioning itself for potential M&A activity in what management describes as a "consolidating industry."
The CFO's statement that these arrangements provide "important financial flexibility" and allow them to "evaluate and pursue strategic transactions" is often corporate speak for creating breathing room when facing financial constraints. Management's specific mention that they expect to maintain covenant compliance and fund operations "for the next 12 months and beyond" is particularly notable - companies typically only make such forward-looking statements about operational continuity when there are market concerns about their financial stability.
While positioned as strategic positioning for growth, these actions collectively indicate GoHealth is taking defensive measures to strengthen its financial foundation before the critical Medicare annual enrollment period.
CHICAGO, Aug. 07, 2025 (GLOBE NEWSWIRE) -- GoHealth, Inc. (NASDAQ: GOCO) (“GoHealth” or the “Company”), a leading health insurance marketplace and Medicare-focused digital health company, today announced the execution of strategic capital and governance actions that are expected to significantly enhance its financial flexibility and long-term positioning along with its financial results for the three and six months ended June 30, 2025.
Strategic Capital and Governance Actions
- Secured new senior secured superpriority term loan facility, including
$80.0 million in new-money term loans and$35.0 million in roll-up loans, to support working capital and strategic flexibility heading into the Medicare annual enrollment period. - Expect additional liquidity in the term loan to allow us to maintain compliance with our debt covenants and fund our operations for the next 12 months and beyond.
- Amended existing credit agreement to waive near-term principal payments through 2026 and reset financial covenants.
- Created debt basket capacity of up to
$250.0 million under the new superpriority term loan facility and amended credit agreement, to pursue potential transformative transactions. - Issued an aggregate of 4,766,219 shares of Class A common stock to lenders, reinforcing alignment with long-term stockholder value creation.
- Appointed three new directors to the Company’s board of directors and accepted resignations from three existing directors to align governance with GoHealth’s forward-looking strategic direction.
"Our strategic capital and governance actions reflect our commitment to long-term stockholder value creation and our belief that GoHealth is structurally and strategically positioned to lead in a consolidating industry," said Vijay Kotte, CEO of GoHealth. "With the new credit facility and the access to immediate and expandable capital it provides, we believe we are operating from a position of strength as we continue to serve the Medicare market, pursue disciplined growth and assess transformative opportunities."
"The amendment to our existing credit agreement provides important financial flexibility," said Brendan Shanahan, CFO of GoHealth. "Through this strategic financing arrangement, we have the ability to evaluate and pursue strategic transactions. We believe these enhancements position us to act decisively and responsibly in support of our strategic objectives."
Additional information, including with respect to the Company’s preliminary financial results for the three and six months ended June 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, August 7, 2025 at 8:00 a.m. (ET) to discuss recent strategic capital and governance actions. 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 |
| JShave@gohealth.com |
| Media Relations: |
| Pressinquiries@gohealth.com |
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 future results of operations and financial position, liquidity, 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 announced hereby, our expected growth, pursuit of strategic alternatives and strategic objectives, long-term value creation, magnitude of expected impairments, our capital structure, 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 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 our inability to realize our expectations with respect to the strategic capital and governance actions announced hereby, our inability to execute on strategic alternatives or strategic objectives, our level of indebtedness, our level of liquidity, and 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 (“Q1 2025 Quarterly Report on Form 10-Q”), our forthcoming Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025 (“Q2 2025 Quarterly Report on Form 10-Q”) and in our other filings with the Securities and Exchange Commission. The factors described in our 2024 Annual Report on Form 10-K, our Q1 2025 Quarterly Report on Form 10-Q and our forthcoming Q2 2025 Quarterly Report on Form 10-Q 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 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 Jun. 30, | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||
| (in thousands, except percentages and per share amounts) | Dollars | % of Net Revenues | Dollars | % of Net Revenues | $ Change | % Change | |||||||||||||||
| Net revenues | $ | 94,048 | 100.0 | % | $ | 105,870 | 100.0 | % | $ | (11,822 | ) | (11.2 | )% | ||||||||
| Operating expenses: | |||||||||||||||||||||
| Revenue share | 32,410 | 34.5 | % | 20,680 | 19.5 | % | 11,730 | 56.7 | % | ||||||||||||
| Marketing and advertising | 28,051 | 29.8 | % | 38,004 | 35.9 | % | (9,953 | ) | (26.2 | )% | |||||||||||
| Consumer care and enrollment | 26,220 | 27.9 | % | 39,314 | 37.1 | % | (13,094 | ) | (33.3 | )% | |||||||||||
| Technology | 8,212 | 8.7 | % | 8,570 | 8.1 | % | (358 | ) | (4.2 | )% | |||||||||||
| General and administrative | 21,939 | 23.3 | % | 16,398 | 15.5 | % | 5,541 | 33.8 | % | ||||||||||||
| Amortization of intangible assets | 23,514 | 25.0 | % | 23,514 | 22.2 | % | — | — | % | ||||||||||||
| Intangible asset impairment charges* | 53,000 | 56.4 | % | — | — | % | 53,000 | NM | |||||||||||||
| Operating lease impairment charges | 88 | 0.1 | % | — | — | % | 88 | NM | |||||||||||||
| Total operating expenses | 193,434 | 205.7 | % | 146,480 | 138.4 | % | 46,954 | 32.1 | % | ||||||||||||
| Income (loss) from operations | (99,386 | ) | (105.7 | )% | (40,610 | ) | (38.4 | )% | (58,776 | ) | 144.7 | % | |||||||||
| Interest expense | 16,945 | 18.0 | % | 18,096 | 17.1 | % | (1,151 | ) | (6.4 | )% | |||||||||||
| Other (income) expense, net | 11 | — | % | 648 | 0.6 | % | (637 | ) | (98.3 | )% | |||||||||||
| Income (loss) before income taxes | (116,342 | ) | (123.7 | )% | (59,354 | ) | (56.1 | )% | (56,988 | ) | 96.0 | % | |||||||||
| Income tax (benefit) expense | (353 | ) | (0.4 | )% | (40 | ) | — | % | (313 | ) | 782.5 | % | |||||||||
| Net income (loss) | (115,989 | ) | (123.3 | )% | (59,314 | ) | (56.0 | )% | (56,675 | ) | 95.6 | % | |||||||||
| Net income (loss) attributable to non-controlling interests | (61,712 | ) | (65.6 | )% | (33,318 | ) | (31.5 | )% | (28,394 | ) | 85.2 | % | |||||||||
| Net income (loss) attributable to GoHealth, Inc. | $ | (54,277 | ) | (57.7 | )% | $ | (25,996 | ) | (24.6 | )% | $ | (28,281 | ) | 108.8 | % | ||||||
| Net income (loss) per share: | |||||||||||||||||||||
| Net income (loss) per share of Class A common stock — basic and diluted | $ | (5.10 | ) | $ | (2.70 | ) | |||||||||||||||
| Weighted-average shares of Class A common stock outstanding — basic and diluted | 10,830 | 9,973 | |||||||||||||||||||
| Non-GAAP financial measures: | |||||||||||||||||||||
| EBITDA | $ | (73,200 | ) | $ | (14,960 | ) | |||||||||||||||
| Adjusted EBITDA | $ | (11,295 | ) | $ | (12,308 | ) | |||||||||||||||
| Net Income (Loss) Margin | (123.3 | )% | (56.0 | )% | |||||||||||||||||
| Adjusted EBITDA Margin | (12.0 | )% | (11.6 | )% | |||||||||||||||||
* All financial results included in this press release should be considered preliminary; final results are subject to finalization of the intangible asset impairment charges and will be included in our Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025.
NM = Not meaningful
| Six months ended Jun. 30, | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||
| (in thousands, except percentages and per share amounts) | Dollars | % of Net Revenues | Dollars | % of Net Revenues | $ Change | % Change | |||||||||||||||
| Net revenues | $ | 315,020 | 100.0 | % | $ | 291,470 | 100.0 | % | $ | 23,550 | 8.1 | % | |||||||||
| Operating expenses: | |||||||||||||||||||||
| Revenue share | 71,682 | 22.8 | % | 58,693 | 20.1 | % | 12,989 | 22.1 | % | ||||||||||||
| Marketing and advertising | 95,466 | 30.3 | % | 90,779 | 31.1 | % | 4,687 | 5.2 | % | ||||||||||||
| Consumer care and enrollment | 77,918 | 24.7 | % | 87,175 | 29.9 | % | (9,257 | ) | (10.6 | )% | |||||||||||
| Technology | 17,250 | 5.5 | % | 19,120 | 6.6 | % | (1,870 | ) | (9.8 | )% | |||||||||||
| General and administrative | 44,595 | 14.2 | % | 33,317 | 11.4 | % | 11,278 | 33.9 | % | ||||||||||||
| Amortization of intangible assets | 47,028 | 14.9 | % | 47,028 | 16.1 | % | — | — | % | ||||||||||||
| Intangible asset impairment charges* | 53,000 | 16.8 | % | — | — | % | 53,000 | NM | |||||||||||||
| Operating lease impairment charges | 798 | 0.3 | % | — | — | % | 798 | NM | |||||||||||||
| Total operating expenses | 407,737 | 129.4 | % | 336,112 | 115.3 | % | 71,625 | 21.3 | % | ||||||||||||
| Income (loss) from operations | (92,717 | ) | (29.4 | )% | (44,642 | ) | (15.3 | )% | (48,075 | ) | 107.7 | % | |||||||||
| Interest expense | 32,899 | 10.4 | % | 36,047 | 12.4 | % | (3,148 | ) | (8.7 | )% | |||||||||||
| Other (income) expense, net | (590 | ) | (0.2 | )% | 82 | — | % | (672 | ) | (819.5 | )% | ||||||||||
| Income (loss) before income taxes | (125,026 | ) | (39.7 | )% | (80,771 | ) | (27.7 | )% | (44,255 | ) | 54.8 | % | |||||||||
| Income tax (benefit) expense | 749 | 0.2 | % | (111 | ) | — | % | 860 | (774.8 | )% | |||||||||||
| Net income (loss) | (125,775 | ) | (39.9 | )% | (80,660 | ) | (27.7 | )% | (45,115 | ) | 55.9 | % | |||||||||
| Net income (loss) attributable to non-controlling interests | (67,090 | ) | (21.3 | )% | (45,448 | ) | (15.6 | )% | (21,642 | ) | 47.6 | % | |||||||||
| Net income (loss) attributable to GoHealth, Inc. | $ | (58,685 | ) | (18.6 | )% | $ | (35,212 | ) | (12.1 | )% | $ | (23,473 | ) | 66.7 | % | ||||||
| Net income (loss) per share: | |||||||||||||||||||||
| Net income (loss) per share of Class A common stock — basic and diluted | $ | (5.72 | ) | $ | (3.76 | ) | |||||||||||||||
| Weighted-average shares of Class A common stock outstanding — basic and diluted | 10,603 | 9,844 | |||||||||||||||||||
| Non-GAAP financial measures: | |||||||||||||||||||||
| EBITDA | $ | (39,453 | ) | $ | 7,819 | ||||||||||||||||
| Adjusted EBITDA | $ | 30,765 | $ | 14,585 | |||||||||||||||||
| Net Income (Loss) Margin | (39.9 | )% | (27.7 | )% | |||||||||||||||||
| Adjusted EBITDA Margin | 9.8 | % | 5.0 | % | |||||||||||||||||
* All financial results included in this press release should be considered preliminary; final results are subject to finalization of the intangible asset impairment charges and will be included in our Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025.
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 Jun. 30, | Six months ended Jun. 30, | |||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net revenues | $ | 94,048 | $ | 105,870 | $ | 315,020 | $ | 291,470 | ||||||||
| Net income (loss) | (115,989 | ) | (59,314 | ) | (125,775 | ) | (80,660 | ) | ||||||||
| Interest expense | 16,945 | 18,096 | 32,899 | 36,047 | ||||||||||||
| Income tax expense (benefit) | (353 | ) | (40 | ) | 749 | (111 | ) | |||||||||
| Depreciation and amortization expense | 26,197 | 26,298 | 52,674 | 52,543 | ||||||||||||
| EBITDA | (73,200 | ) | (14,960 | ) | (39,453 | ) | 7,819 | |||||||||
| Share-based compensation expense (benefit)(1) | (135 | ) | 1,892 | 2,668 | 3,675 | |||||||||||
| Professional services(2) | 6,585 | — | 7,381 | — | ||||||||||||
| Legal fees(3) | 2,417 | 174 | 2,842 | 677 | ||||||||||||
| Operating lease impairment and other charges(4) | 38 | — | 512 | — | ||||||||||||
| Intangible asset impairment charges*(5) | 53,000 | — | 53,000 | — | ||||||||||||
| Severance costs(6) | — | 586 | 3,815 | 2,414 | ||||||||||||
| Adjusted EBITDA | $ | (11,295 | ) | $ | (12,308 | ) | $ | 30,765 | $ | 14,585 | ||||||
| Net Income (Loss) Margin | (123.3 | )% | (56.0 | )% | (39.9 | )% | (27.7 | )% | ||||||||
| Adjusted EBITDA Margin | (12.0 | )% | (11.6 | )% | 9.8 | % | 5.0 | % | ||||||||
* All financial results included in this press release should be considered preliminary; final results are subject to finalization of the intangible asset impairment charges and will be included in our Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025.
| (1) | 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. | |
| (2) | Represents costs associated with non-routine consulting fees and other professional services. | |
| (3) | Represents legal fees, settlement accruals and other expenses related to certain acquisitions, litigation, Credit Agreement amendments or new credit agreements and other non-routine legal or regulatory matters. | |
| (4) | Represents operating lease impairment charges, reducing the carrying value of the associated ROU assets and leasehold improvements to their estimated fair values. For the three and six months ended June 30, 2025, the amount includes one-time gains of | |
| (5) | Represents an indefinite-lived intangible asset impairment charge for the three and six months ended June 30, 2025. | |
| (6) | Represents severance costs and other fees associated with a reduction in workforce unrelated to restructuring activities. | |
The table below depicts the disaggregation of revenue and is consistent with how the Company evaluates its financial performance (unaudited):
| Three months ended Jun. 30, | Six months ended Jun. 30, | |||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Medicare Revenue | ||||||||||||
| Medicare Agency Revenue | ||||||||||||
| Commission Revenue(1) | $ | 73,322 | $ | 70,553 | $ | 240,431 | $ | 150,286 | ||||
| Partner Marketing and Other Revenue | 7,852 | 14,127 | 28,376 | 33,517 | ||||||||
| Total Medicare Agency Revenue | 81,174 | 84,680 | 268,807 | 183,803 | ||||||||
| Medicare Non-Agency Revenue | 4,211 | 20,444 | 35,982 | 106,346 | ||||||||
| Total Medicare Revenue | 85,385 | 105,124 | 304,789 | 290,149 | ||||||||
| Other Revenue | ||||||||||||
| Other Non-Agency Revenue | 8,417 | 309 | 9,701 | 472 | ||||||||
| Other Agency Revenue | 246 | 437 | 530 | 849 | ||||||||
| Total Other Revenue | 8,663 | 746 | 10,231 | 1,321 | ||||||||
| Total Net Revenues | $ | 94,048 | $ | 105,870 | $ | 315,020 | $ | 291,470 | ||||
| (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) | Jun. 30, 2025 | Dec. 31, 2024 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 35,590 | $ | 40,921 | ||||
| Accounts receivable, net | 143 | 4,452 | ||||||
| Commissions receivable - current | 226,152 | 320,399 | ||||||
| Prepaid expense and other current assets | 26,917 | 34,639 | ||||||
| Total current assets | 288,802 | 400,411 | ||||||
| Commissions receivable - non-current | 770,452 | 733,161 | ||||||
| Operating lease ROU asset | 15,337 | 19,317 | �� | |||||
| Property, equipment, and capitalized software, net | 29,452 | 29,320 | ||||||
| Intangible assets, net* | 202,469 | 302,497 | ||||||
| Other long-term assets | 4,548 | 3,717 | ||||||
| Total assets | $ | 1,311,060 | $ | 1,488,423 | ||||
| Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 19,888 | $ | 14,591 | ||||
| Accrued liabilities | 61,017 | 121,346 | ||||||
| Commissions payable - current | 62,166 | 98,771 | ||||||
| Short-term operating lease liability | 4,796 | 5,705 | ||||||
| Deferred revenue | 33,440 | 53,720 | ||||||
| Current portion of long-term debt | — | 39,500 | ||||||
| Other current liabilities | 3,696 | 4,419 | ||||||
| Total current liabilities | 185,003 | 338,052 | ||||||
| Non-current liabilities: | ||||||||
| Commissions payable - non-current | 175,529 | 177,656 | ||||||
| Long-term operating lease liability | 31,250 | 34,900 | ||||||
| Deferred tax liability | 22,754 | 22,350 | ||||||
| Long-term debt, net of current portion | 560,003 | 447,865 | ||||||
| Other non-current liabilities | 2,539 | 9,200 | ||||||
| Total non-current liabilities | 792,075 | 691,971 | ||||||
| Commitments and Contingencies | ||||||||
| Series A redeemable convertible preferred stock — | 54,890 | 52,962 | ||||||
| Stockholders’ equity: | ||||||||
| Class A common stock – | 1 | 1 | ||||||
| Class B common stock – | 1 | 1 | ||||||
| Preferred stock – | — | — | ||||||
| Series A-1 convertible preferred stock— | — | — | ||||||
| Treasury stock – at cost; 752 and 322 shares of Class A common stock as of June 30, 2025 and December 31, 2024, respectively. | (9,178 | ) | (4,150 | ) | ||||
| Additional paid-in capital | 682,946 | 669,346 | ||||||
| Accumulated other comprehensive income (loss) | (102 | ) | (151 | ) | ||||
| Accumulated deficit | (481,893 | ) | (423,208 | ) | ||||
| Total stockholders’ equity attributable to GoHealth, Inc. | 191,775 | 241,839 | ||||||
| Non-controlling interests | 87,317 | 163,599 | ||||||
| Total stockholders’ equity | 279,092 | 405,438 | ||||||
| Total liabilities, redeemable convertible preferred stock and stockholders’ equity | $ | 1,311,060 | $ | 1,488,423 | ||||
* All financial results included in this press release should be considered preliminary; final results are subject to finalization of the intangible asset impairment charges and will be included in our Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025.
The following table sets forth our statements of cash flows for the periods indicated (unaudited):
| Six months ended Jun. 30, | ||||||||
| (in thousands) | 2025 | 2024 | ||||||
| Operating Activities | ||||||||
| Net income (loss) | $ | (125,775 | ) | $ | (80,660 | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Share-based compensation | 2,668 | 3,675 | ||||||
| Depreciation and amortization | 5,646 | 5,515 | ||||||
| Amortization of intangible assets | 47,028 | 47,028 | ||||||
| Amortization of debt discount and issuance costs | 1,992 | 4,288 | ||||||
| Deferred tax liability | 403 | — | ||||||
| Non-cash lease expense | 1,710 | 1,994 | ||||||
| Intangible asset impairment charges* | 53,000 | — | ||||||
| Operating lease impairment charges | 798 | — | ||||||
| Accrued interest payable in kind | 13,808 | — | ||||||
| Other non-cash items | (325 | ) | (88 | ) | ||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | 4,309 | (13,199 | ) | |||||
| Commissions receivable | 56,994 | 96,713 | ||||||
| Prepaid expenses and other assets | 8,035 | 36,281 | ||||||
| Accounts payable | 5,296 | (8,887 | ) | |||||
| Accrued liabilities | (60,329 | ) | (42,408 | ) | ||||
| Deferred revenue | (20,280 | ) | (24,598 | ) | ||||
| Commissions payable | (38,732 | ) | (35,740 | ) | ||||
| Operating lease liabilities | (2,702 | ) | (3,669 | ) | ||||
| Other liabilities | (3,766 | ) | (10,229 | ) | ||||
| Net cash provided by (used in) operating activities | (50,222 | ) | (23,984 | ) | ||||
| Investing Activities | ||||||||
| Purchases of property, equipment and software | (5,877 | ) | (7,258 | ) | ||||
| Net cash provided by (used in) investing activities | (5,877 | ) | (7,258 | ) | ||||
| Financing Activities | ||||||||
| Repayment of borrowings | (2,375 | ) | (50,000 | ) | ||||
| Proceeds from borrowings | 58,500 | 15,000 | ||||||
| Debt issuance cost payments | (431 | ) | (9,056 | ) | ||||
| Repurchase of shares to satisfy employee tax withholding obligations | (5,028 | ) | (1,335 | ) | ||||
| Proceeds from stock option exercises | 1 | — | ||||||
| Net cash provided by (used in) financing activities | 50,667 | (45,391 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents | 101 | (52 | ) | |||||
| Increase (decrease) in cash and cash equivalents | (5,331 | ) | (76,685 | ) | ||||
| Cash and cash equivalents at beginning of period | 40,921 | 90,809 | ||||||
| Cash and cash equivalents at end of period | $ | 35,590 | $ | 14,124 | ||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Non-cash investing and financing activities: | ||||||||
| Purchases of property, equipment and software included in accounts payable | — | 1,256 | ||||||
* All financial results included in this press release should be considered preliminary; final results are subject to finalization of the intangible asset impairment charges and will be included in our Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025.
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:
| Submissions | Three months ended Jun. 30, | ||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||
| 140,991 | 152,394 | (11,403 | ) | (7.5 | )% | ||||||||
| Six months ended Jun. 30, | |||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||
| 444,103 | 368,542 | 75,561 | 20.5 | % | |||||||||
The following table presents the Sales per Submission for the periods presented:
| Sales per Submission | Three months ended Jun. 30, | ||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||
| $ | 657 | $ | 690 | $ | (33 | ) | (4.8 | )% | |||||
| Six months ended Jun. 30, | |||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||
| $ | 703 | $ | 787 | $ | (84 | ) | (10.7 | )% | |||||
The following table presents the Direct Operating Cost per Submission for the periods presented:
| Direct Operating Cost per Submission | Three months ended Jun. 30, | ||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||
| $ | 613 | $ | 641 | $ | (28 | ) | (4.4 | )% | |||||
| Six months ended Jun. 30, | |||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||
| $ | 551 | $ | 640 | $ | (89 | ) | (13.9 | )% | |||||
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 Jun. 30, | Six months ended Jun. 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Direct Operating Cost of Submission | $ | 86,449 | $ | 97,618 | $ | 244,491 | $ | 235,868 | ||||
| Sales/Direct Operating Cost of Submission | 1.1 | 1.1 | 1.3 | 1.2 | ||||||||
FAQ
What strategic capital actions did GoHealth (GOCO) announce in August 2025?
How many new shares did GoHealth (GOCO) issue to lenders in August 2025?
What changes were made to GoHealth's board of directors in August 2025?
What is the size of the debt basket capacity created under GoHealth's new credit agreement?
How long will the principal payment waiver last under GoHealth's amended credit agreement?
