SEC Comment Letter 0000000000-24-010455 to GoHealth, Inc. (GOCO) (CIK 0001808220) (GOCO)
GoHealth, Inc. (GOCO) (CIK 0001808220)
Date: Sept. 16, 2024 · CIK: 0001808220 · Accession: 0000000000-24-010455
AI Filing Summary & Sentiment
File numbers found in text: 001-39390
Letter
September 16, 2024 Katherine O'Halloran Interim Chief Financial Officer GoHealth, Inc. 222 W Merchandise Mart Plaza, Suite 1750 Chicago, IL 60654 Re:GoHealth, Inc. Form 10-K for the Year Ended December 31, 2023 Form 10-Q for Quarterly Period Ended June 30, 2024 Response Dated July 19, 2024 File No. 001-39390 Dear Katherine O'Halloran: We have reviewed your July 19, 2024 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 13, 2024 letter. Form 10-Q for the Quarterly Period Ended June 30, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Key Business Performance and Operating Metrics, page 29 We note your revised disclosure and response to prior comment 2 regarding the Sales per Submission metric. Please refer to and consider the guidance in SEC Release No. 33- 10751 and revise your disclosures to address the following: •Clarify the intent of the measure and specifically address that it is not reflective of the company's revenue for the reporting period. •Clarify how the non-agency revenues differ from agency revenues and specifically explain that the company does not receive commissions or fees on subsequent renewals for the non-agency policies. Additionally, explain how the relative proportion of agency and non-agency revenues could impact this metric. To the extent fluctuations in the relative proportion of agency and non-agency •1.
September 16, 2024 Page 2 revenues have a significant impact on the metric, discuss this in your fluctuation analysis of results. •Explain the relationship between partner marketing revenue and submissions. Also, revise your revenue recognition policy to clarify your reference to "over time" recognition for this revenue stream. 2.Regarding the Direct Operating Costs per Submission metric and response to prior comment 3, please refer to and consider the guidance in SEC Release No. 33-10751 and revise to address the following: •Remove the reconciliation that starts with total consolidated operating expense and revise to disclose the composition of this metric by describing the three expense categories and related adjustments that comprise it. •Describe the type of costs included in each of revenue share, marketing and advertising expense and customer care and enrollment and why such costs are considered direct and variable costs of submissions. •Clarify that this metric excludes indirect/fixed costs. •Regarding costs related to lookback adjustments, clarify that the adjustment relates solely to revenue share. 3.We note your revised disclosure and response to prior comment 4. It appears that your Adjusted Direct Operating Margin per Submission measure represents a measurement of performance or profit. Please revise to remove this measure from your future filings. Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Technology cc:Brad Burd
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September 16, 2024
Katherine O'Halloran
Interim Chief Financial Officer
GoHealth, Inc.
222 W Merchandise Mart Plaza, Suite 1750
Chicago, IL 60654
Re:GoHealth, Inc.
Form 10-K for the Year Ended December 31, 2023
Form 10-Q for Quarterly Period Ended June 30, 2024
Response Dated July 19, 2024
File No. 001-39390
Dear Katherine O'Halloran:
We have reviewed your July 19, 2024 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our June 13, 2024 letter.
Form 10-Q for the Quarterly Period Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Performance and Operating Metrics, page 29
We note your revised disclosure and response to prior comment 2 regarding the Sales per
Submission metric. Please refer to and consider the guidance in SEC Release No. 33-
10751 and revise your disclosures to address the following:
•Clarify the intent of the measure and specifically address that it is not reflective of the
company's revenue for the reporting period.
•Clarify how the non-agency revenues differ from agency revenues and specifically
explain that the company does not receive commissions or fees on subsequent
renewals for the non-agency policies. Additionally, explain how the relative
proportion of agency and non-agency revenues could impact this metric.
To the extent fluctuations in the relative proportion of agency and non-agency •1.
September 16, 2024
Page 2
revenues have a significant impact on the metric, discuss this in your fluctuation
analysis of results.
•Explain the relationship between partner marketing revenue and submissions. Also,
revise your revenue recognition policy to clarify your reference to "over time"
recognition for this revenue stream.
2.Regarding the Direct Operating Costs per Submission metric and response to prior
comment 3, please refer to and consider the guidance in SEC Release No. 33-10751 and
revise to address the following:
•Remove the reconciliation that starts with total consolidated operating expense and
revise to disclose the composition of this metric by describing the three expense
categories and related adjustments that comprise it.
•Describe the type of costs included in each of revenue share, marketing and
advertising expense and customer care and enrollment and why such costs are
considered direct and variable costs of submissions.
•Clarify that this metric excludes indirect/fixed costs.
•Regarding costs related to lookback adjustments, clarify that the adjustment relates
solely to revenue share.
3.We note your revised disclosure and response to prior comment 4. It appears that your
Adjusted Direct Operating Margin per Submission measure represents a measurement of
performance or profit. Please revise to remove this measure from your future filings.
Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brad Burd