Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39295 | |
Entity Registrant Name | SelectQuote, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3339273 | |
Entity Address, Address Line One | 6800 West 115th Street | |
Entity Address, Address Line Two | Suite 2511 | |
Entity Address, City or Town | Overland Park | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 66211 | |
City Area Code | 913 | |
Local Phone Number | 599-9225 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | SLQT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 163,958,397 | |
Entity Central Index Key | 0001794783 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 183,618 | $ 286,454 |
Accounts receivable | 96,673 | 113,375 |
Commissions receivable-current | 155,482 | 89,120 |
Other current assets | 7,917 | 4,486 |
Total current assets | 443,690 | 493,435 |
COMMISSIONS RECEIVABLE—Net | 748,190 | 756,777 |
PROPERTY AND EQUIPMENT—Net | 38,525 | 29,510 |
SOFTWARE—Net | 14,264 | 12,611 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 30,547 | 31,414 |
INTANGIBLE ASSETS—Net | 39,432 | 40,670 |
GOODWILL | 73,732 | 68,019 |
OTHER ASSETS | 1,362 | 1,436 |
TOTAL ASSETS | 1,389,742 | 1,433,872 |
CURRENT LIABILITIES: | ||
Accounts payable | 28,495 | 34,079 |
Accrued expenses | 22,836 | 20,676 |
Accrued compensation and benefits | 43,648 | 40,909 |
Operating lease liabilities—current | 5,355 | 5,289 |
Current portion of long-term debt | 3,540 | 2,360 |
Other current liabilities | 24,618 | 5,504 |
Total current liabilities | 128,492 | 108,817 |
LONG-TERM DEBT, less current portion | 458,652 | 459,043 |
DEFERRED INCOME TAXES | 125,181 | 140,988 |
OPERATING LEASE LIABILITIES | 37,186 | 38,392 |
OTHER LIABILITIES | 6,446 | 11,743 |
Total liabilities | 755,957 | 758,983 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, $0.01 par value | 1,639 | 1,635 |
Additional paid-in capital | 549,034 | 544,771 |
Retained earnings | 82,889 | 128,254 |
Accumulated other comprehensive income | 223 | 229 |
Total shareholders’ equity | 633,785 | 674,889 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 1,389,742 | $ 1,433,872 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value, (dollars per share) | $ 0.01 | $ 0.01 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
REVENUE: | ||
Total revenue | $ 159,923 | $ 124,169 |
OPERATING COSTS AND EXPENSES: | ||
Cost of revenue | 92,165 | 51,045 |
Marketing and advertising | 90,677 | 49,800 |
General and administrative | 23,392 | 12,202 |
Technical development | 5,853 | 3,848 |
Total operating costs and expenses | 212,087 | 116,895 |
INCOME (LOSS) FROM OPERATIONS | (52,164) | 7,274 |
INTEREST EXPENSE, NET | (8,535) | (6,761) |
OTHER EXPENSES, NET | (102) | (780) |
LOSS BEFORE INCOME TAX BENEFIT | (60,801) | (267) |
INCOME TAX BENEFIT | (15,436) | (1,104) |
NET INCOME (LOSS) | $ (45,365) | $ 837 |
NET INCOME (LOSS) PER SHARE: | ||
Basic (in dollars per share) | $ (0.28) | $ 0.01 |
Diluted (in dollars per share) | $ (0.28) | $ 0.01 |
WEIGHTED-AVERAGE COMMON STOCK OUTSTANDING USED IN PER SHARE AMOUNTS: | ||
Basic (in shares) | 163,692 | 162,448 |
Diluted (in shares) | 163,692 | 165,192 |
OTHER COMPREHENSIVE LOSS, NET OF TAX: | ||
Loss on cash flow hedge | $ (6) | $ (257) |
OTHER COMPREHENSIVE LOSS | (6) | (257) |
COMPREHENSIVE INCOME (LOSS) | (45,371) | 580 |
Commission | ||
REVENUE: | ||
Total revenue | 134,651 | 106,545 |
Production bonus and other | ||
REVENUE: | ||
Total revenue | $ 25,272 | $ 17,624 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Restricted Stock Units (RSUs) | Common Stock | Common StockRestricted Stock Units (RSUs) | Additional Paid-In Capital | Additional Paid-In CapitalRestricted Stock Units (RSUs) | Retained Earnings/(Accumulated Deficit) | Accumulated Other Comprehensive (Loss) Income |
Beginning balance (in shares) at Jun. 30, 2020 | 162,191,000 | |||||||
Beginning balance at Jun. 30, 2020 | $ 545,689 | $ 1,622 | $ 548,113 | $ (2,792) | $ (1,254) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 837 | 837 | ||||||
Loss on cash flow hedge, net of tax | (374) | (374) | ||||||
Amount reclassified into earnings, net of tax | 117 | 117 | ||||||
Stock options exercised (in shares) | 316,000 | |||||||
Stock options exercised | (2,200) | $ 3 | (2,203) | |||||
Share-based compensation expense | 905 | 905 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 162,507,000 | |||||||
Ending balance at Sep. 30, 2020 | 544,974 | $ 1,625 | 546,815 | (1,955) | (1,511) | |||
Beginning balance (in shares) at Jun. 30, 2021 | 163,510,000 | |||||||
Beginning balance at Jun. 30, 2021 | 674,889 | $ 1,635 | 544,771 | 128,254 | 229 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (45,365) | (45,365) | ||||||
Loss on cash flow hedge, net of tax | (179) | (179) | ||||||
Amount reclassified into earnings, net of tax | $ 173 | 173 | ||||||
Stock options exercised (in shares) | 284,713 | 284,000 | ||||||
Stock options exercised | $ 1,206 | $ 3 | 1,203 | |||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 90,000 | |||||||
Issuance of common stock pursuant to employee stock purchase plan and vesting of restricted stock unit awards | 989 | $ 1 | 988 | |||||
Vesting of restricted stock unit awards net of shares withheld to cover tax withholdings (in shares) | 46,000 | |||||||
Vesting of restricted stock unit awards net of shares withheld to cover tax withholdings | $ (143) | $ (143) | ||||||
Share-based compensation expense | 2,215 | 2,215 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 163,930,000 | |||||||
Ending balance at Sep. 30, 2021 | $ 633,785 | $ 1,639 | $ 549,034 | $ 82,889 | $ 223 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (45,365) | $ 837 |
Adjustments to reconcile net income (loss) to net cash, cash equivalents, and restricted cash used in operating activities: | ||
Depreciation and amortization | 5,103 | 3,347 |
Loss on disposal of property, equipment, and software | 350 | 82 |
Share-based compensation expense | 2,215 | 924 |
Deferred income taxes | (15,807) | (1,214) |
Amortization of debt issuance costs and debt discount | 862 | 822 |
Fair value adjustments to contingent earnout obligations | 0 | 759 |
Non-cash lease expense | 994 | 911 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 17,336 | 14,361 |
Commissions receivable | (57,775) | (45,942) |
Other assets | (2,957) | 1,790 |
Accounts payable and accrued expenses | (6,942) | (8,718) |
Operating lease liabilities | (1,267) | (995) |
Other liabilities | 16,178 | 23,690 |
Net cash used in operating activities | (87,075) | (9,346) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (7,824) | (2,751) |
Purchases of software and capitalized software development costs | (3,016) | (1,585) |
Acquisition of business | (6,927) | 121 |
Net cash used in investing activities | (17,767) | (4,215) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on other debt | (46) | (68) |
Proceeds from common stock options exercised and employee stock purchase plan | 2,194 | 309 |
Payments of tax withholdings related to net share settlement of equity awards | (142) | (2,509) |
Net cash provided by financing activities | 2,006 | (7,938) |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (102,836) | (21,499) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period | 286,454 | 368,870 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period | 183,618 | 347,371 |
Reconciliation to the Consolidated Balance Sheets: | ||
Cash and cash equivalents | 183,618 | 305,389 |
Restricted cash | 0 | 41,982 |
Total cash, cash equivalents, and restricted cash | 183,618 | 347,371 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid, net | (7,670) | (5,992) |
Income taxes paid, net | (3) | (13) |
Private Placement | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of stock issuance costs | 0 | (1,771) |
IPO | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of stock issuance costs | $ 0 | $ (3,899) |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Business and Significant Accounting Policies | SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business —SelectQuote, Inc. and its subsidiaries (the "Company" or "SelectQuote") contract with numerous insurance carriers to sell senior health, life, and auto and home insurance policies by telephone to individuals throughout the United States through the use of multi-channel marketing and advertising campaigns. Medicare Advantage, Medicare Supplement, Medicare Part D, and other ancillary senior health insurance related policies are sold by SelectQuote’s Senior segment ("Senior"). InsideResponse and Population Health are also included in Senior. SelectQuote’s Life segment ("Life") sells term life and final expense policies, along with other ancillary products. SelectQuote’s Auto & Home segment ("Auto & Home") primarily sells non-commercial auto and home property and casualty insurance policies. SelectQuote’s licensed insurance agents provide comparative rates from a variety of insurance carriers relying on our technology distribution channel with a combination of proprietary and commercially available software to perform its quote service and sell insurance policies on behalf of the insurance carriers. The Company primarily earns revenue in the form of commission payments from the insurance carriers. Commission payments are received both when the initial policy is sold ("first year") and when the underlying policyholder renews their policy in subsequent years ("renewal"). The Company also receives certain volume-based bonuses from some carriers on first-year policies sold based on attaining various predetermined target sales levels or other agreed upon objectives. These bonuses are referred to as "production bonuses" or "marketing development funds." Additionally, the Company earns revenue from its Population Health platform (including mail order prescription revenue from SelectRx) and lead generation revenue from InsideResponse. Basis of Presentation —The accompanying unaudited condensed consolidated financial statements include the accounts of SelectQuote, Inc. and its wholly owned subsidiaries: SelectQuote Insurance Services, SelectQuote Auto & Home Insurance Services, LLC ("SQAH"), ChoiceMark Insurance Services, Inc., Tiburon Insurance Services, InsideResponse, LLC, and SelectQuote Ventures, Inc. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2021, and include all adjustments necessary for the fair presentation of our financial position for the periods presented, the results of which are not necessarily indicative of the results to be expected for any subsequent period, including for the year ending June 30, 2022, and therefore should not be relied upon as an indicator of future results. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2021. Certain reclassifications have been made to prior periods to conform with current year presentation. Use of Estimates —The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities. The Company regularly assesses these estimates; however, actual amounts could differ from those estimates. The most significant items involving management’s estimates include estimates of revenue recognition, commissions receivable, the provision for income taxes, share-based compensation, and valuation of intangible assets and goodwill. The impact of changes in estimates is recorded in the period in which they become known. Seasonality —Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year during the Medicare annual enrollment period ("AEP") in October through December and are allowed to switch plans from an existing plan during the open enrollment period ("OEP") in January through March each year. As a result, the Company’s Senior segment’s commission revenue is highest in the second quarter and to a lesser extent, the third quarter during OEP. A majority of policies sold during AEP are effective and renew annually on January 1. Significant Accounting Policies —There have been no material changes to the Company’s significant accounting policies as described in our Annual Report on Form 10-K for the year ended June 30, 2021. Recent Accounting Pronouncements Adopted —In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies and changes the accounting for certain income tax transactions, among other minor improvements. This standard was effective for the Company on July 1, 2021, and did not have a material impact on the condensed consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 3 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | ACQUISITIONS In accordance with ASC Topic 805, Business Combinations , the Company allocates the purchase price of its acquisitions to the tangible assets, liabilities, and intangible assets acquired based on fair values. Any excess purchase price over those fair values is recorded as goodwill. The fair value assigned to intangible assets acquired is supported by valuations using estimates and assumptions provided by management. Based on the valuation inputs, the Company has recorded assets acquired and liabilities assumed according to the following fair value hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability Lead distribution company —On February 1, 2021, the Company acquired substantially all of the assets of a lead distribution company for an aggregate purchase price of up to $33.5 million (subject to customary adjustments), as set forth in the Asset Purchase Agreement, dated February 1, 2021 (the "Asset Purchase Agreement"). The purchase price is comprised of $30.0 million, of which $24.0 million was paid in cash at the closing of the transaction with an additional $6.0 million of holdback for indemnification claims, net working capital adjustments, and underperformance. Additionally, the purchase price includes an earnout of up to $3.5 million. The primary purpose of the acquisition was to secure and incorporate the exclusive publisher relationships into the lead generation business of InsideResponse. The Company recorded $0.4 million of acquisition-related costs in general and administrative operating costs and expenses in the condensed consolidated statement of comprehensive income. The earnout is contingent upon the achievement of a minimum of 50,000 insurance policies sold to closed policy leads during calendar year 2021 and will be paid in cash no later than five days after the accountant-reviewed stand-alone financial statements of the lead distribution company, as of and for the period ending December 31, 2021, are finalized. While the earnout provides for a range of possible payouts, if the lead distribution company fails to hit the minimum target threshold set forth in the Asset Purchase Agreement, there will be no payout, but in no circumstance can the earnout exceed $3.5 million. As the earnout payment is contingent upon continued employment of certain individuals, the Company will recognize the earnout as compensation expense in general and administrative operating costs and expenses in the condensed consolidated statement of comprehensive income in the period in which it is earned. As of September 30, 2021, the Company has not accrued an earnout payment based on current forecasted performance. The underperformance amount related to the $6.0 million holdback is calculated as follows: if the lead performance percentage, calculated as the calendar year 2021 closed policy amount divided by the closed policy performance target of 50,000 closed policy leads, is less than or equal to 60%, the underperformance amount shall be calculated as 100% less the lead performance percentage multiplied by $30.0 million. As of September 30, 2021, current forecasted performance is expected to exceed 60%. The Company will accrue interest on the remaining holdback of $5.5 million, after the net working capital true-up of $0.5 million, through the 15-month anniversary of the closing date in interest expense, net in the condensed consolidated statement of comprehensive income. Under the terms of the Asset Purchase Agreement, the total consideration for the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 30,000 Net working capital true-up (499) Total Purchase Consideration $ 29,501 At the date of acquisition, the fair value of net tangible assets acquired approximated their carrying value. The non-compete agreements were valued using the income approach, and the customer relationships were valued using the multiple period excess earnings method. As such, all aforementioned intangible assets were valued using Level 3 inputs. Goodwill resulting from the transaction constitutes the excess of the consideration paid over the fair values of the assets acquired and liabilities assumed and primarily represents the benefits of leveraging the exclusive publisher relationships in the business. This acquired goodwill is allocated to the Senior segment (which is also the reporting unit), and is not deductible for tax purposes after adding back acquisition costs and excluding the holdback not yet paid. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Description Estimated Life Amount Accounts receivable $ 1,301 Total tangible assets acquired 1,301 Non-compete agreements 5 years 1,000 Vendor relationships 9 years 23,700 Goodwill Indefinite 3,500 Total intangible assets acquired 28,200 Net Assets Acquired $ 29,501 The Company will amortize the intangible assets acquired on a straight-line basis over their estimated remaining lives, ranging from five Express Med Pharmaceuticals —On April 30, 2021, the Company acquired 100% of the outstanding shares of Express Med Pharmaceuticals, now branded SelectRx, a leading specialty pharmaceutical distributor, for an aggregate purchase price of up to $24.0 million (subject to customary adjustments), as set forth in the Stock Purchase Agreement dated April 30, 2021 (the "Stock Purchase Agreement"). The aggregate purchase price of up to $24.0 million is comprised of $17.5 million in cash paid at the closing of the transaction, an additional $2.5 million of holdback for indemnification claims, if any, and an earnout of up to $4.0 million, if any. The primary purpose of the acquisition was to take advantage of the Company's technology and customer base to facilitate better patient care through coordination of strategic, value-based care partnerships. The Company recorded $0.3 million of acquisition-related costs in general and administrative operating costs and expenses in the condensed consolidated statement of comprehensive income. In addition, as a result of the acquisition, the Company has entered into an operating lease with a related party. Refer to Note 6 in the condensed consolidated financial statements for further details. The earnout of up to $4.0 million is comprised of two separate provisions. The first provision provides for an earnout of up to $3.0 million and is contingent upon achievement of the following within the first 20 months following the acquisition: facility updates that would allow for processing a minimum of 75,000 active patients, the issuance of pharmacy licenses in all 50 states, and active patients of 15,000 or more. The second provision provides for an earnout of up to $1.0 million and is contingent upon achievement of the following within 36 months following the acquisition: construction of a new facility to accommodate the servicing of additional active patients or 75,000 or more active patients as of the last day of any month prior to the end of the second earnout provision period or as of the end of the second earnout provision period. As the earnout payment is contingent upon continued employment of certain individuals, the Company will recognize the earnout as compensation expense in general and administrative operating costs and expenses in the condensed consolidated statement of comprehensive income in the period in which it is earned. As of September 30, 2021, the Company has not accrued an earnout payment based on performance to date. The $2.5 million of holdback will be due upon the 15-month anniversary of the closing date of the acquisition. Under the terms of the Stock Purchase Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 20,000 Net working capital true-up (483) Closing cash 20 Total purchase consideration $ 19,537 At the date of acquisition, the fair value of net tangible assets acquired, excluding property and equipment, approximated their carrying value. The property and equipment was valued primarily using the cost and sales comparison approach to value. For the proprietary software acquired, the replacement cost method under the cost approach was used, estimating the cost to rebuild the software. The non-compete agreement was valued using the income approach, and the customer relationships were valued using the multiple period excess earnings method. As such, all aforementioned intangible assets were valued using Level 3 inputs. Goodwill resulting from the transaction constitutes the excess of the consideration paid over the fair values of the assets acquired and liabilities assumed and primarily represents the additional value of the synergies of combining the SelectRx business with the Company's technology and existing customer base. This acquired goodwill is allocated to the Senior segment (which is also the reporting unit), and the Company expects approximately $16.3 million to be deductible for tax purposes after adding back acquisition costs and excluding the holdback not yet paid. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Description Estimated Life Amount Cash and cash equivalents $ 20 Accounts receivable 613 Other current assets 28 Property and equipment, net 287 Accounts payable (280) Accrued expenses, including compensation and benefits (45) Net tangible assets acquired 623 Proprietary Software 3 years 550 Non-compete agreements 5 years 100 Customer relationships 1 year 200 Goodwill Indefinite 18,064 Total intangible assets acquired 18,914 Net assets acquired $ 19,537 The Company will amortize the intangible assets acquired on a straight-line basis over their estimated remaining lives, ranging from one Simple Meds —On August 31, 2021, SelectRx acquired 100% of the outstanding equity interests of Simple Meds, a full-service pharmaceutical distributor, for an aggregate purchase price of $7.0 million (subject to customary adjustments), as set forth in the Membership Interest Purchase Agreement dated August 31, 2021. The aggregate purchase price of $7.0 million was paid in cash at the closing of the transaction. The primary purpose of the acquisition was to accelerate the expansion of the prescription drug management business by combining the operations and existing infrastructure of Simple Meds into that of SelectRx. Under the terms of the Membership Interest Purchase Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 7,000 Net working capital true-up 347 Closing cash 61 Total purchase consideration $ 7,408 At the date of acquisition, the fair value of net tangible assets acquired approximated their carrying value. The customer relationships were valued using the multiple period excess earnings method, and as such, were valued using Level 3 inputs. Goodwill resulting from the transaction constitutes the excess of the consideration paid over the fair values of the assets acquired and liabilities assumed and primarily represents the additional value of the synergies of combining the Simple Meds business with the Company's technology and existing customer base. This acquired goodwill is allocated to the Senior segment (which is also the reporting unit), and the Company expects approximately $5.6 million to be deductible for tax purposes after adding back acquisition costs. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Description Estimated Life Amount Cash and cash equivalents $ 61 Accounts receivable 634 Other current assets 474 Property and equipment, net 415 Accounts payable (259) Net tangible assets acquired 1,325 Customer relationships 1 year 370 Goodwill Indefinite 5,713 Total intangible assets acquired 6,083 Net assets acquired $ 7,408 From the date of acquisition, August 31, 2021, through September 30, 2021, Simple Meds generated $1.0 million of mail order prescription revenue. |
Property And Equipment_Net
Property And Equipment—Net | 3 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment—Net | PROPERTY AND EQUIPMENT—NET Property and equipment—net consisted of the following: (in thousands) September 30, 2021 June 30, 2021 Computer hardware $ 20,569 $ 13,351 Machinery and equipment (1) 3,091 2,667 Leasehold improvements 18,525 18,525 Furniture and fixtures 5,134 5,004 Work in progress 10,221 7,220 Total 57,540 46,767 Less accumulated depreciation (19,015) (17,257) Property and equipment—net $ 38,525 $ 29,510 (1) Includes financing lease right-of-use assets. Work in progress as of September 30, 2021 and June 30, 2021, primarily represents computer equipment and machinery not yet put into service and not yet being depreciated. Depreciation expense for the three months ended September 30, 2021 and 2020, was $2.1 million and $1.6 million, respectively. |
Software_Net
Software—Net | 3 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Software—Net | SOFTWARE—NET Software—net consisted of the following: (in thousands) September 30, 2021 June 30, 2021 Software $ 19,956 $ 16,530 Work in progress 3,435 3,826 Total 23,391 20,356 Less accumulated amortization (9,127) (7,745) Software—net $ 14,264 $ 12,611 Work in progress as of September 30, 2021 and June 30, 2021, primarily represents costs incurred for software not yet put into service and are not yet being amortized. For the three months ended September 30, 2021 and 2020, the Company capitalized internal-use software and website development costs of $2.4 million and $1.6 million, respectively, and recorded amortization expense of $1.4 million and $0.9 million, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | INTANGIBLE ASSETS AND GOODWILL Intangible assets — The Company's intangible assets include those acquired as part of the acquisitions listed in the table below (refer to Note 2 to the condensed consolidated financial statements for further details). The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. During the three months ended September 30, 2021 and 2020, there were no such indicators. Goodwill— The Company recorded as goodwill the excess of the purchase price over the estimated fair values of identifiable assets and liabilities acquired as part of the acquisitions listed in the table below (refer to Note 2 to the condensed consolidated financial statements for further details). There were no goodwill impairment charges recorded during the three months ended September 30, 2021 and 2020. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date and becomes identified with that reporting unit in its entirety. As such, the reporting unit as a whole supports the recovery of its goodwill. For the following acquisitions, the reporting units to which goodwill has been assigned and the associated reportable segments are as follows: Acquisition Reporting Unit Reportable Segment Auto & Home-controlling interest Auto & Home Auto & Home InsideResponse Senior Senior Lead distribution company Senior Senior Express Med Pharmaceuticals Senior Senior Simple Meds Senior Senior The carrying amounts, accumulated amortization, net carrying value, and weighted average remaining life of our definite-lived amortizable intangible assets as well as our goodwill are presented in the tables below (dollars in thousands, useful life in years): September 30, 2021 June 30, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Total intangible assets subject to amortization Customer relationships $ 17,492 $ (4,093) $ 13,399 $ 17,122 $ (3,448) $ 13,674 Trade name 2,680 (759) 1,921 2,680 (625) 2,055 Proprietary software 1,592 (484) 1,108 1,592 (382) 1,210 Non-compete agreements 1,292 (232) 1,060 1,292 (163) 1,129 Vendor relationships 23,700 (1,756) 21,944 23,700 (1,098) 22,602 Total intangible assets $ 46,756 $ (7,324) $ 39,432 6.9 $ 46,386 $ (5,716) $ 40,670 7.1 Total indefinite-lived assets Goodwill-Auto & Home $ 5,364 $ 5,364 Goodwill-Senior 68,368 62,655 Total goodwill $ 73,732 $ 68,019 For the three months ended September 30, 2021 and 2020, amortization expense related to intangible assets totaled $1.6 million and $0.8 million, respectively. Changes in the balance of goodwill for the three months ended September 30, 2021, are as follows (in thousands): Balance, June 30, 2021 $ 68,019 Goodwill from the acquisition of Simple Meds 5,713 Balance, September 30, 2021 $ 73,732 As of September 30, 2021, expected amortization expense in future fiscal periods is as follows (in thousands): Trade Name Proprietary Software Non-compete agreements Vendor Relationships Customer relationships Total Remainder fiscal 2022 $ 402 $ 331 $ 213 $ 1,975 $ 2,139 $ 5,060 2023 536 339 273 2,633 2,385 6,166 2024 536 308 220 2,633 2,319 6,016 2025 447 130 220 2,633 2,316 5,746 2026 — — 134 2,633 2,313 5,080 Thereafter — — — 9,437 1,927 11,364 Total $ 1,921 $ 1,108 $ 1,060 $ 21,944 $ 13,399 $ 39,432 |
Leases
Leases | 3 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | LEASESThe majority of the Company’s leases are operating leases related to office space for which the Company recognizes lease expense on a straight-line basis over the respective lease term. The Company leases office facilities in the United States in San Diego, California; Centennial, Colorado; Jacksonville, Florida; Overland Park, Kansas; Wilmington, North Carolina; Des Moines, Iowa; Oakland, California; Indianapolis, Indiana; and Monaca, Pennsylvania. (SelectRx leases the Monaca, PA operating facility from a related party. Over the term of the lease, the Company expects to incur $3.6 million in total rental payments over the initial ten-year term plus an additional five-year extension option that it is reasonably certain to exercise.) The Company's operating leases have remaining lease terms of less than one year to fifteen years. Lease Costs —The components of lease costs were as follows periods presented: Three Months Ended September 30, (in thousands) 2021 2020 Finance lease costs (1) $ 42 $ 66 Operating lease costs (2) 2,011 1,927 Short-term lease costs 13 67 Variable lease costs (3) 213 265 Sublease income (337) (65) Total net lease costs $ 1,942 $ 2,260 (1) Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in operating costs and expenses and interest expense, net in the condensed consolidated statements of comprehensive income. (2) Recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. (3) Variable lease costs are not included in the measurement of the lease liability or right-of-use asset as they are not based on an index or rate and primarily represents common area maintenance charges and real estate taxes recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. Maturities of Lease Liabilities —As of September 30, 2021, remaining maturities of lease liabilities for each of the next five fiscal years and thereafter are as follows: (in thousands) Operating leases Finance leases Total Remainder fiscal 2022 6,938 146 7,084 2023 8,745 27 8,772 2024 9,085 — 9,085 2025 9,098 — 9,098 2026 6,881 — 6,881 2027 5,502 — 5,502 Thereafter 12,034 — 12,034 Total undiscounted lease payments 58,283 173 58,456 Less: interest 15,742 5 15,747 Present value of lease liabilities $ 42,541 $ 168 $ 42,709 |
Leases | LEASESThe majority of the Company’s leases are operating leases related to office space for which the Company recognizes lease expense on a straight-line basis over the respective lease term. The Company leases office facilities in the United States in San Diego, California; Centennial, Colorado; Jacksonville, Florida; Overland Park, Kansas; Wilmington, North Carolina; Des Moines, Iowa; Oakland, California; Indianapolis, Indiana; and Monaca, Pennsylvania. (SelectRx leases the Monaca, PA operating facility from a related party. Over the term of the lease, the Company expects to incur $3.6 million in total rental payments over the initial ten-year term plus an additional five-year extension option that it is reasonably certain to exercise.) The Company's operating leases have remaining lease terms of less than one year to fifteen years. Lease Costs —The components of lease costs were as follows periods presented: Three Months Ended September 30, (in thousands) 2021 2020 Finance lease costs (1) $ 42 $ 66 Operating lease costs (2) 2,011 1,927 Short-term lease costs 13 67 Variable lease costs (3) 213 265 Sublease income (337) (65) Total net lease costs $ 1,942 $ 2,260 (1) Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in operating costs and expenses and interest expense, net in the condensed consolidated statements of comprehensive income. (2) Recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. (3) Variable lease costs are not included in the measurement of the lease liability or right-of-use asset as they are not based on an index or rate and primarily represents common area maintenance charges and real estate taxes recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. Maturities of Lease Liabilities —As of September 30, 2021, remaining maturities of lease liabilities for each of the next five fiscal years and thereafter are as follows: (in thousands) Operating leases Finance leases Total Remainder fiscal 2022 6,938 146 7,084 2023 8,745 27 8,772 2024 9,085 — 9,085 2025 9,098 — 9,098 2026 6,881 — 6,881 2027 5,502 — 5,502 Thereafter 12,034 — 12,034 Total undiscounted lease payments 58,283 173 58,456 Less: interest 15,742 5 15,747 Present value of lease liabilities $ 42,541 $ 168 $ 42,709 |
Debt
Debt | 3 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt consisted of the following: (in thousands) September 30, 2021 June 30, 2021 Term Loans $ 471,912 $ 471,912 Unamortized debt issuance costs on Term Loans (3,775) (4,081) Unamortized debt discount on Term Loans (5,945) (6,428) Total debt 462,192 461,403 Less current portion of long-term debt: (3,540) (2,360) Long-term debt $ 458,652 $ 459,043 On November 5, 2019, the Company entered into a credit agreement with UMB Bank N.A. ("UMB") as a lender and revolving agent and Morgan Stanley Capital Administrators, Inc. ("Morgan Stanley") as a lender and the administrative agent for a syndicate of lenders party to the agreement. On February 24, 2021, the Company entered into the First Amendment to the credit agreement (the "First Amendment", together with the original credit agreement and any subsequent amendments, the "Senior Secured Credit Facility") with certain of its existing lenders and Morgan Stanley as administrative agent. The Senior Secured Credit Facility provides for (1) a secured revolving loan facility with UMB in an aggregate principal amount of up to $75.0 million (the "Revolving Credit Facility"), (2) a senior secured term loan facility in an aggregate principal amount of $656.0 million (the "Term Loans"), and (3) a $145.0 million senior secured delayed draw term loan facility (the "DDTL Facility"). As of September 30, 2021, the borrowing capacities under the Revolving Credit Facility and DDTL Facility were $75.0 million and $145.0 million, respectively, and the aggregate principal amount of Term Loans outstanding was $471.9 million. The Revolving Credit Facility accrues interest on amounts drawn at a rate per annum equal to either (a) LIBOR plus 4.0% or (b) a base rate plus 3.0%, at the Company’s option, and the Company pays an unused commitment fee of 0.15% in respect of the unutilized commitments under the Revolving Credit Facility. The Term Loans and any loans under the DDTL Facility bear interest on the outstanding principal amount thereof at a rate per annum equal to either (a) LIBOR (subject to a floor of 0.75%) plus 5.00% or (b) a base rate plus 4.00%, at the Company’s option, and the Company pays a ticking fee based on the average daily balance of the unused amount of the aggregate DDTL Facility commitments during the preceding fiscal quarter, multiplied by 1% per annum. The Senior Secured Credit Facility has a maturity date of November 5, 2024, with the Term Loans being mandatorily repayable beginning March 31, 2022, in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Term Loans, with the remaining balance payable on the maturity date. The DDTL Facility may be drawn from time to time, subject to certain conditions, during the first twelve months following the date of the First Amendment of February 24, 2021. The Senior Secured Credit Facility contains customary affirmative and negative covenants and events of default and a financial covenant requiring the Company and certain of its subsidiaries to maintain a minimum asset coverage ratio. As of September 30, 2021, the Company was in compliance with all of the required covenants. The obligations of the Company are guaranteed by certain of the Company’s subsidiaries and secured by a security interest in all assets of the Company, subject to certain exceptions. The Company has incurred a total of $19.7 million in debt issuance costs and debt discounts related to the Senior Secured Credit Facility, and the remaining unamortized balance is being amortized on a straight-line basis over the remaining life of the Senior Secured Credit Facility. Total amortization was $0.9 million and $0.8 million for the three months ended September 30, 2021 and 2020, respectively, which was included in interest expense, net in the Company’s condensed consolidated statements of comprehensive income. On November 2, 2021, the Company entered into the Second Amendment to the Senior Secured Credit Facility (the " Second Amendment " ) with certain of its existing lenders. The Second Amendment amends the Senior Secured Credit Facility to provide for an additional $25.0 million and $200.0 million under the Revolving Credit Facility and the DDTL Facility, respectively, of which $100.0 million must be drawn on the DDTL Facility by January 31, 2022, but only after the current unused $145.0 million DDTL Facility has been drawn. The remaining $100.0 million may be drawn from time to time, subject to certain conditions, during the first fifteen months following the date of the Second Amendment of November 2, 2021. As of November 5, 2021, the borrowing capacities under the Revolving Credit Facility and DDTL Facility are $100.0 million and $345.0 million, respectively, and the aggregate principal amount of Term Loans outstanding is $471.9 million. The Company uses derivative financial instruments to hedge against its exposure to fluctuations in interest rates associated with the Term Loans. As of September 30, 2021, the Company had an outstanding receive-variable, pay-fixed interest rate swap on the notional amount of $325.0 million of the Company’s total outstanding Term Loans balance with a fixed rate of 5.00% plus 1.03% (the "Amended Interest Rate Swap"), which terminates on November 5, 2024. The Company classifies its Amended Interest Rate Swap as a Level 2 on the fair value hierarchy as the majority of the inputs used to value it primarily includes other than quoted prices that are observable, and it uses standard calculations and models that use readily observable market data as their basis. As of September 30, 2021, the Company estimates that $0.9 million will be reclassified into interest expense during the next twelve months. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Lease Obligations —Refer to Note 6 to the condensed consolidated financial statements for commitments related to our operating leases. Legal Contingencies and Obligations —From time to time, the Company is subject to legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows. On August 17, 2021, a putative securities class action lawsuit was filed against the Company and two of its executive officers in the U.S. District Court for the Southern District of New York. The complaint, captioned Hartel v. SelectQuote, Inc., et al. , Case No. 1:21-cv-06903, asserts securities fraud claims on behalf of a putative class of plaintiffs who purchased or otherwise acquired shares of the Company’s common stock between February 8, 2021 and May 11, 2021 (the "Hartel Relevant Period"). Specifically, the complaint alleges the defendants violated Sections 10(b) and 20(a) and Rule 10b-5 of the Exchange Act by making materially false and misleading statements and failing to disclose material adverse facts about the Company’s business, operations, and prospects, allegedly causing the Company’s common stock to trade at artificially inflated prices during the Hartel Relevant Period. The plaintiffs seek unspecified damages and reimbursement of attorneys’ fees and certain other costs. On October 7, 2021, a putative securities class action lawsuit was filed in the U.S. District Court for the Southern District of New York against the Company, two of its executive officers, and six current or former members of the Company’s Board of Directors, along with the underwriters of the Company’s initial public offering of common stock (the "Offering"). The complaint, captioned West Palm Beach Police Pension Fund v. SelectQuote, Inc., et al., Case No. 1:21-cv-08279, asserts claims for securities law violations on behalf of a putative class of plaintiffs who purchased shares of the Company’s common stock (i) in or traceable to the Offering or (ii) between May 20, 2020 and August 25, 2021 (the "WPB Relevant Period"). Specifically, the complaint alleges the defendants violated Sections 10(b) and 20(a) and Rule 10b-5 of the Exchange Act by making materially false and misleading statements and failing to disclose material adverse facts about the Company’s financial well-being and prospects, allegedly causing the Company’s common stock to trade at artificially inflated prices during the WPB Relevant Period. The complaint also alleges the defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act by making misstatements and omissions of material facts in connection with the Offering, allegedly causing a decline in the value of the Company’s common stock. The plaintiffs seek unspecified damages, rescission, and reimbursement of attorneys’ fees and certain other costs . The Company believes the allegations in the complaints are without merit and intends to defend the cases vigorously. Accordingly, we currently believe that these matters will not have a material adverse effect on any of our |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | SHAREHOLDERS' EQUITY Common Stock —As of September 30, 2021, the Company has reserved the following authorized, but unissued, shares of common stock: Employee Stock Purchase Plan ("ESPP") 1,253,575 Stock awards outstanding under 2020 Plan 3,569,723 Stock awards available for grant under 2020 Plan 10,784,650 Options outstanding under 2003 Plan 1,773,725 Options available for grant under 2003 Plan — Total 17,381,673 Share-Based Compensation Plans The Company has awards outstanding from two share-based compensation plans: the 2003 Stock Incentive Plan (the "2003 Stock Plan") and the 2020 Omnibus Incentive Plan (the "2020 Stock Plan" and, collectively with the 2003 Stock Plan, the "Stock Plans"). However, no further awards will be made under the 2003 Stock Plan. The Company's Board of Directors adopted, and shareholders approved, the 2020 Stock Plan in connection with the IPO, which provides for the grant of incentive stock options ("ISO's"), nonstatutory stock options ("NSO's"), stock appreciation rights, restricted stock awards, restricted stock unit awards ("RSU's"), performance-based restricted stock units ("PSU's"), and other forms of equity compensation (collectively, "stock awards"). All awards may be granted to employees, non-employee directors, and consultants of the Company and its subsidiaries and affiliates except for ISO's, which can only be granted to current employees of the Company. The number of shares of common stock available for issuance as of September 30, 2021, pursuant to future awards under the Company's 2020 Stock Plan is 10,784,650. The number of shares of the Company's common stock reserved under the 2020 Stock Plan is subject to an annual increase on the first day of each fiscal year, beginning on July 1, 2021, equal to 3% of the total outstanding shares of common stock as of the last day of the immediately preceding fiscal year. The maximum number of shares of common stock that may be issued upon the exercise of ISO's will be 4,000,000. The shares of common stock covered by any award (including any award granted pursuant to the 2003 Stock Plan) that is forfeited, terminated, expired, or lapsed without being exercised or settled for cash will again become available for issuance under the 2020 Stock Plan. With respect to any award, if the exercise price and/or tax withholding obligations are satisfied by delivering shares to the Company (by actual delivery or attestation), or if the exercise price and/or tax withholding obligations are satisfied by withholding shares otherwise issuable pursuant to the award, the share reserve shall nonetheless be reduced by the gross number of shares subject to the award. The Company accounts for its share-based compensation awards in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718") which requires all share-based compensation to be recognized in the income statement based on fair value and applies to all awards granted, modified, canceled, or repurchased after the effective date. Total share-based compensation for stock awards included in general and administrative expense in our condensed consolidated statements of comprehensive income was as follows for the periods presented: Three Months Ended September 30, (in thousands) 2021 2020 Share-based compensation related to: Equity classified stock options $ 740 $ 362 Equity classified RSU's 953 415 Equity classified PSU's 392 128 Total $ 2,085 $ 905 Stock Options — The stock options outstanding under the 2003 Stock Plan vest as to one-third after the vesting commencement date and as to 1/24 of the remaining shares subject to the stock option monthly thereafter, subject to the award recipient’s continued employment through the applicable vesting date. Upon a termination of employment for any reason other than for "Cause" (as defined in the 2003 Stock Plan), any unvested and outstanding stock options would generally be forfeited for no consideration, and any vested and outstanding stock options would remain exercisable for 90 days following the date of termination (and, in the case of a termination of employment due to death or disability, for 12 months following the date of termination). Stock options expire 10 years from the date of grant. The terms for ISO's and NSO's awarded in the 2020 Stock Plan are the same as in the 2003 Stock Plan with the exception that the options generally shall vest and become exercisable in four equal installments on each of the first four anniversaries of the grant date, subject to the award recipient’s continued employment through the applicable vesting date. Stock options are granted with an exercise price that is no less than 100% of the fair market value of the underlying shares on the date of the grant. The fair value of each option (for purposes of calculation of share-based compensation expense) is estimated using the Black-Scholes-Merton option pricing model that uses assumptions determined as of the date of the grant. Use of this option pricing model requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them ("expected term"), the estimated volatility of the Company's common stock price over the expected term ("volatility"), the number of options that will ultimately not complete their vesting requirements ("assumed forfeitures"), the risk-free interest rate that reflects the interest rate at grant date on zero-coupon United States governmental bonds that have a remaining life similar to the expected term ("risk-free interest rate"), and the dividend yield assumption which is based on the Company's dividend payment history and management's expectations of future dividend payments ("dividend yield"). Changes in the subjective assumptions can materially affect the estimate of the fair value of share-based compensation and, consequently, the related amount recognized in the condensed consolidated statements of comprehensive income. The Company used the following weighted-average assumptions for the stock options granted during the periods presented below: Three Months Ended September 30, 2021 2020 Volatility 30.0% 25.0% Risk-free interest rate 0.9% 0.3% Dividend yield —% —% Assumed forfeitures —% —% Expected term (in years) 6.25 6.25 Weighted-average fair value (per share) $5.52 $4.84 The following table summarizes stock option activity under the Stock Plans for the three months ended September 30, 2021: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Outstanding—June 30, 2021 3,398,513 $ 8.61 Options granted 1,228,282 17.69 Options exercised (284,713) 4.27 Options forfeited/expired/cancelled (15,728) 17.85 Outstanding—September 30, 2021 4,326,354 $ 11.42 6.97 $ 21,218 Vested and exercisable—September 30, 2021 2,044,608 $ 3.76 4.33 $ 20,813 As of September 30, 2021, there was $11.0 million in unrecognized compensation cost related to unvested stock options granted, which is expected to be recognized over a weighted-average period of 3.33 years. The Company received cash of $2.2 million and $0.3 million in connection with stock options exercised during the three months ended September 30, 2021 and 2020, respectively. Restricted Stock — The following table summarizes restricted stock unit activity under the 2020 Stock Plan for the three months ended September 30, 2021: Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2021 356,285 $ 19.12 Granted 393,483 17.83 Vested (53,761) 17.95 Cancelled (7,914) 17.94 Unvested as of September 30, 2021 688,093 $ 18.49 As of September 30, 2021, there was $11.3 million of unrecognized compensation cost related to unvested restricted stock units granted, which is expected to be recognized over a weighted-average period of 3.23 years. Performance Stock — The following table summarizes performance stock unit activity under the 2020 Stock Plan for the three months ended September 30, 2021: Number of Performance Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2021 132,921 $ 17.97 Granted 196,080 18.01 Vested — — Cancelled — — Unvested as of September 30, 2021 329,001 $ 18.00 As of September 30, 2021, there was $4.8 million of unrecognized compensation cost related to unvested performance stock units granted, which is expected to be recognized over a weighted-average period of 2.55 years. ESPP — The purpose of the ESPP is to provide the Company's eligible employees with an opportunity to purchase shares of its common stock through accumulated payroll deductions at 95% of the fair market value on the exercise date, but no less than the lesser of 85% of the fair market value of a share of common stock on the date the offering period commences or 85% of the fair market value of the common stock on the exercise date. For the three months ended September 30, 2021, the Company issued 89,985 shares to its employees and as of September 30, 2021, there are 1,253,575 shares reserved for future issuance under the plan. The Company recorded share-based compensation expense of $0.1 million for the three months ended September 30, 2021, and recorded no share-based compensation expense with respect to the ESPP for the three months ended September 30, 2020. |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 3 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues from Contracts with Customers | REVENUES FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue from Contracts with Customers —The disaggregation of revenue by segment and product is depicted for the periods presented below, and is consistent with how the Company evaluates its financial performance: Three Months Ended September 30, (in thousands) 2021 2020 Senior: Commission revenue: Medicare advantage $ 80,083 $ 48,731 Medicare supplement 1,604 7,992 Prescription drug plan 269 615 Dental, vision, and health 3,216 2,723 Other commission revenue 900 459 Total commission revenue 86,072 60,520 Production bonus and other revenue 20,248 12,679 Total Senior revenue 106,320 73,199 Life: Commission revenue: Term 16,246 19,744 Final expense 26,982 17,853 Total commission revenue 43,228 37,597 Production bonus and other revenue 6,598 5,226 Total Life revenue 49,826 42,823 Auto & Home: Total commission revenue 6,992 8,613 Production bonus and other revenue 477 925 Total Auto & Home revenue 7,469 9,538 Eliminations: Total commission revenue (1,641) (185) Production bonus and other revenue (2,051) (1,206) Total Elimination revenue (3,692) (1,391) Total commission revenue 134,651 106,545 Total production bonus and other revenue 25,272 17,624 Total revenue $ 159,923 $ 124,169 Contract Balances —After a policy is sold, the Company has no material additional or recurring obligations to the policyholder or the insurance carrier. As such, there are no contract liabilities recorded in the condensed consolidated balance sheets. During the three months ended September 30, 2020, there was no activity in the contract asset balances other than the movement over time between long-term and short-term commissions receivable and accounts receivable as the policy is renewed, as shown on the balance sheet. A separate roll forward of commissions receivable (current and long term) is shown below for the period presented: (in thousands) Balance as of June 30, 2021 $ 845,897 Commission revenue from revenue recognized 73,030 Net commission revenue adjustment from change in estimate (1) (2,938) Amounts recognized as accounts receivable (12,317) Balance as of September 30, 2021 $ 903,672 (1) Represents the reassessment of transaction prices on cohorts. Production Bonuses and Other —During the three months ended September 30, 2021, the Company received advance payments of marketing development funds, which will be amortized over the course of the appropriate fiscal year based on policies sold. As of September 30, 2021, there was an unamortized balance remaining of $17.0 million of fiscal year 2022 marketing development funds recorded in other current liabilities in the condensed consolidated balance sheet. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES For the three months ended September 30, 2021 and 2020, the Company recognized income tax benefit of $15.4 million and $1.1 million, respectively, representing an effective tax rate of 25.4% and 413.5%, respectively. The differences from the Company’s federal statutory tax rate to the effective tax rate for the three months ended September 30, 2021, were related to state income taxes, partially offset by state tax credits such as the Kansas High Performance Incentive Program ("HPIP"). The differences from the Company’s federal statutory tax rate to the effective tax rate for the three months ended September 30, 2020, were related to state income taxes, partially offset by state tax credits such as the HPIP and discrete items for the period, primarily from the exercise of non-qualified stock options. Assessing the realizability of the Company’s deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. The Company forecasts taxable income by considering all available positive and negative evidence, including historical data and future plans and estimates. These assumptions require significant judgment about future taxable income. As a result, the amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change. The Company continues to recognize its deferred tax assets as of September 30, 2021, as it believes it is more likely than not that the net deferred tax assets will be realized. The Company recognizes a significant deferred tax liability due to the difference in the timing of revenue recognition for financial statement and tax purposes. For financial statement purposes, revenue is recognized when a policy is sold, while revenue recognition for tax purposes occurs when future renewal commission payments are received. This deferred tax liability is a source of income that can be used to support the realizability of the Company’s deferred tax assets. As such, the Company does not believe a valuation allowance is necessary as of September 30, 2021, and will continue to evaluate in the future as circumstances may change. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NET INCOME (LOSS) PER SHARE The Company calculates net income (loss) per share as defined by ASC Topic 260, " Earnings per Share ". Basic net income (loss) per share ("Basic EPS") is computed by dividing net income (loss) attributable to common shareholders by the weighted-average common stock outstanding during the respective period. Diluted net income (loss) per share ("Diluted EPS") is computed by dividing net income (loss) attributable to common and common equivalent shareholders by the total of the weighted-average common stock outstanding and common equivalent shares outstanding during the respective period. For the purpose of calculating the Company’s Diluted EPS, common equivalent shares outstanding include common shares issuable upon the exercise of outstanding employee stock options, unvested RSU's, and common shares issuable upon the conclusion of each ESPP offering period. The number of common equivalent shares outstanding has been determined in accordance with the treasury stock method for employee stock options, RSU's, and common stock issuable pursuant to the ESPP to the extent they are dilutive. Under the treasury stock method, the exercise price paid by the option holder and future share-based compensation expense that the Company has not yet recognized are assumed to be used to repurchase shares. The following table sets forth the computation of net income (loss) per share for the periods presented: Three Months Ended September 30, (in thousands, except per share amounts) 2021 2020 Basic: Numerator: Net income (loss) $ (45,365) $ 837 Net income (loss) attributable to common shareholders (45,365) 837 Denominator: Weighted-average common stock outstanding 163,692 162,448 Net income (loss) per share—basic: $ (0.28) $ 0.01 Diluted: Numerator: Net income (loss) attributable to common shareholders $ (45,365) $ 837 Add: mark-to-market adjustment on earnout liability (2) — — Net income (loss) attributable to common and common equivalent shareholders (45,365) 837 Denominator: Weighted-average common stock outstanding 163,692 162,448 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP (1) — 2,744 Contingently issuable shares (2) — — Total common and common equivalent shares outstanding 163,692 165,192 Net income (loss) per share—diluted: $ (0.28) $ 0.01 (1) Excluded from the computation of net income (loss) per share-diluted for the three months ended September 30, 2021, because the effect would have been anti-dilutive. (2) Excluded from the computation of net income (loss) per share-diluted for the three months ended September 30, 2020, because the effect would have been anti-dilutive. The weighted average potential shares of common stock that were excluded from the calculation of net income (loss) per share-diluted for the periods presented because including them would have been anti-dilutive are as follows for the periods presented: Three Months Ended September 30, (in thousands) 2021 2020 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP 4,683 — Shares subject to outstanding PSU's (1) 329 — Contingently issuable shares — 551 Total 5,012 551 (1) The weighted-average number of shares excluded from the computation of net income (loss) per share-diluted because the performance conditions associated with these awards were not met. |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company’s reportable segments have been determined in accordance with ASC 280, Segment Reporting ("ASC 280"). The Company currently has three reportable segments: i) Senior, ii) Life, and iii) Auto & Home, which represent the three main types of insurance products sold by the Company. The Senior segment primarily sells senior Medicare-related health insurance and also includes InsideResponse and Population Health. The Life segment primarily sells term life insurance and final expense policies, and the Auto & Home segment primarily sells individual automobile and homeowners’ insurance. In addition, the Company accounts for non-operating activity, share-based compensation expense, certain intersegment eliminations, and the costs of providing corporate and other administrative services in its administrative division, Corporate & Eliminations. These services are not directly identifiable with the Company’s reportable segments and are shown in the tables below to reconcile the reportable segments to the condensed consolidated financial statements. The Company has not aggregated any operating segments together to represent a reportable segment. The Company reports segment information based on how its chief operating decision maker ("CODM") regularly reviews its operating results, allocates resources, and makes decisions regarding business operations. The performance measures of the segments include total revenue and Adjusted EBITDA because management believes that such information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries. Costs of revenue, marketing and advertising, and technical development operating expenses that are directly attributable to a segment are reported within the applicable segment. Indirect costs of revenue, marketing and advertising, and technical development operating expenses are allocated to each segment based on varying metrics such as headcount. Adjusted EBITDA is calculated as total revenue for the applicable segment less direct and allocated costs of revenue, marketing and advertising, technical development, and general and administrative operating costs and expenses, excluding depreciation and amortization expense; gain or loss on disposal of property, equipment, and software; share-based compensation expense; restructuring expenses; and non-recurring expenses such as severance payments and transaction costs. Our CODM does not separately evaluate assets by segment; therefore, assets by segment are not presented. The following table presents information about the reportable segments for the three months ended September 30, 2021: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 106,320 $ 49,826 $ 7,469 $ (3,692) $ 159,923 Operating expenses (139,291) (45,128) (6,095) (13,351) (1) (203,865) Other expenses, net — — — (102) (102) Adjusted EBITDA $ (32,971) $ 4,698 $ 1,374 $ (17,145) (44,044) Share-based compensation expense (2,215) Non-recurring expenses (2) (554) Depreciation and amortization (5,103) Loss on disposal of property, equipment, and software (350) Interest expense, net (8,535) Income tax benefit 15,436 Net loss $ (45,365) (1) Operating expenses in the Corp & Elims division primarily include $10.4 million in salaries and benefits for certain general, administrative, and IT related departments, and $4.7 million in professional services fees. (2) These expenses primarily consist of costs related to the acquisitions of Express Med Pharmaceuticals and Simple Meds. The following table presents information about the reportable segments for the three months ended September 30, 2020: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 73,199 $ 42,823 $ 9,538 $ (1,391) $ 124,169 Operating expenses (64,297) (32,346) (5,922) (9,518) (1) (112,083) Other expenses, net — — — (21) (21) Adjusted EBITDA $ 8,902 $ 10,477 $ 3,616 $ (10,930) 12,065 Share-based compensation expense (924) Non-recurring expenses (2) (438) Fair value adjustments to contingent earnout obligations (759) Restructuring expenses (21) Depreciation and amortization (3,347) Loss on disposal of property, equipment, and software (82) Interest expense, net (6,761) Income tax benefit 1,104 Net income $ 837 (1) Operating expenses in the Corp & Elims division primarily include $6.6 million in salaries and benefits for certain general, administrative, and IT related departments and $3.0 million in professional services fees. (2) These expenses consist of non-restructuring severance expenses, costs related to the acquisition of InsideResponse, and expenses related to business continuity in response to the COVID-19 pandemic. Revenues from each of the reportable segments are earned from transactions in the United States and follow the same accounting policies used for the Company’s condensed consolidated financial statements. All of the Company’s long-lived assets are located in the United States. For the three months ended September 30, 2021, four insurance carrier customers, three from the Senior Segment and one from the Life Segment, accounted for 17%, 15%, 11%, and 11% of total revenue, respectively. For the three months ended September 30, 2020, two insurance |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | RELATED-PARTY TRANSACTIONS InsideResponse sells leads to a senior healthcare distribution platform that is owned in part by individuals who are related to one of the Company’s stockholders or who are members of the Company’s management. The Company earned $0.2 million and $0.4 million in lead sales revenue, which is recorded in production bonus and other in the condensed consolidated statement of comprehensive income, as a result of this relationship for the three months ended September 30, 2021 and 2020, respectively, and had $0.2 million of outstanding accounts receivable as of September 30, 2021. The Company has also purchased leads from this senior healthcare distribution platform. The Company incurred an immaterial amount in lead costs with this firm for each of the three months ended September 30, 2021 and 2020, which were recorded in marketing and advertising expense in the condensed consolidated statements of comprehensive income. The Company did not have any outstanding payables with this firm as of September 30, 2021. In addition, the Company has acted as the Field Marketing Organization on behalf of this firm. The net financial impact of this relationship to the Company was not material for each of the three months ended September 30, 2021 and 2020. SelectRx leases operating facilities in Monaca, PA from a related party, as this individual has entered into an employment contract with the Company as part of the acquisition. Over the term of the lease, the Company expects to incur $3.6 million in total rental payments over the initial ten-year term plus an additional five-year extension option that it is reasonably certain to exercise. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business —SelectQuote, Inc. and its subsidiaries (the "Company" or "SelectQuote") contract with numerous insurance carriers to sell senior health, life, and auto and home insurance policies by telephone to individuals throughout the United States through the use of multi-channel marketing and advertising campaigns. Medicare Advantage, Medicare Supplement, Medicare Part D, and other ancillary senior health insurance related policies are sold by SelectQuote’s Senior segment ("Senior"). InsideResponse and Population Health are also included in Senior. SelectQuote’s Life segment ("Life") sells term life and final expense policies, along with other ancillary products. SelectQuote’s Auto & Home segment ("Auto & Home") primarily sells non-commercial auto and home property and casualty insurance policies. SelectQuote’s licensed insurance agents provide comparative rates from a variety of insurance carriers relying on our technology distribution channel with a combination of proprietary and commercially available software to perform its quote service and sell insurance policies on behalf of the insurance carriers. The Company primarily earns revenue in the form of commission payments from the insurance carriers. Commission payments are received both when the initial policy is sold ("first year") and when the underlying policyholder renews their policy in subsequent years ("renewal"). The Company also receives certain volume-based bonuses from some carriers on first-year policies sold based on attaining various predetermined target sales levels or other agreed upon objectives. These bonuses are referred to as "production bonuses" or "marketing development funds." Additionally, the Company earns revenue from its Population Health platform (including mail order prescription revenue from SelectRx) and lead generation revenue from InsideResponse. |
Basis of Presentation | Basis of Presentation —The accompanying unaudited condensed consolidated financial statements include the accounts of SelectQuote, Inc. and its wholly owned subsidiaries: SelectQuote Insurance Services, SelectQuote Auto & Home Insurance Services, LLC ("SQAH"), ChoiceMark Insurance Services, Inc., Tiburon Insurance Services, InsideResponse, LLC, and SelectQuote Ventures, Inc. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2021, and include all adjustments necessary for the fair presentation of our financial position for the periods presented, the results of which are not necessarily indicative of the results to be expected for any subsequent period, including for the year ending June 30, 2022, and therefore should not be relied upon as an indicator of future results. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2021. Certain reclassifications have been made to prior periods to conform with current year presentation. |
Use of Estimates | Use of Estimates —The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities. The Company regularly assesses these estimates; however, actual amounts could differ from those estimates. The most significant items involving management’s estimates include estimates of revenue recognition, commissions receivable, the provision for income taxes, share-based compensation, and valuation of intangible assets and goodwill. The impact of changes in estimates is recorded in the period in which they become known. |
Seasonality | Seasonality —Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year during the Medicare annual enrollment period ("AEP") in October through December and are allowed to switch plans from an existing plan during the open |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Adopted —In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies and changes the accounting for certain income tax transactions, among other minor improvements. This standard was effective for the Company on July 1, 2021, and did not have a material impact on the condensed consolidated financial statements and related disclosures. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Fair Value Hierarchy | Based on the valuation inputs, the Company has recorded assets acquired and liabilities assumed according to the following fair value hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability |
Summary of Total Consideration of the Acquisition | Under the terms of the Asset Purchase Agreement, the total consideration for the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 30,000 Net working capital true-up (499) Total Purchase Consideration $ 29,501 Under the terms of the Stock Purchase Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 20,000 Net working capital true-up (483) Closing cash 20 Total purchase consideration $ 19,537 Under the terms of the Membership Interest Purchase Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 7,000 Net working capital true-up 347 Closing cash 61 Total purchase consideration $ 7,408 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Description Estimated Life Amount Accounts receivable $ 1,301 Total tangible assets acquired 1,301 Non-compete agreements 5 years 1,000 Vendor relationships 9 years 23,700 Goodwill Indefinite 3,500 Total intangible assets acquired 28,200 Net Assets Acquired $ 29,501 Description Estimated Life Amount Cash and cash equivalents $ 20 Accounts receivable 613 Other current assets 28 Property and equipment, net 287 Accounts payable (280) Accrued expenses, including compensation and benefits (45) Net tangible assets acquired 623 Proprietary Software 3 years 550 Non-compete agreements 5 years 100 Customer relationships 1 year 200 Goodwill Indefinite 18,064 Total intangible assets acquired 18,914 Net assets acquired $ 19,537 Description Estimated Life Amount Cash and cash equivalents $ 61 Accounts receivable 634 Other current assets 474 Property and equipment, net 415 Accounts payable (259) Net tangible assets acquired 1,325 Customer relationships 1 year 370 Goodwill Indefinite 5,713 Total intangible assets acquired 6,083 Net assets acquired $ 7,408 |
Property And Equipment_Net (Tab
Property And Equipment—Net (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment—net consisted of the following: (in thousands) September 30, 2021 June 30, 2021 Computer hardware $ 20,569 $ 13,351 Machinery and equipment (1) 3,091 2,667 Leasehold improvements 18,525 18,525 Furniture and fixtures 5,134 5,004 Work in progress 10,221 7,220 Total 57,540 46,767 Less accumulated depreciation (19,015) (17,257) Property and equipment—net $ 38,525 $ 29,510 (1) Includes financing lease right-of-use assets. |
Software_Net (Tables)
Software—Net (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Capitalized Software | Software—net consisted of the following: (in thousands) September 30, 2021 June 30, 2021 Software $ 19,956 $ 16,530 Work in progress 3,435 3,826 Total 23,391 20,356 Less accumulated amortization (9,127) (7,745) Software—net $ 14,264 $ 12,611 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Goodwill | For the following acquisitions, the reporting units to which goodwill has been assigned and the associated reportable segments are as follows: Acquisition Reporting Unit Reportable Segment Auto & Home-controlling interest Auto & Home Auto & Home InsideResponse Senior Senior Lead distribution company Senior Senior Express Med Pharmaceuticals Senior Senior Simple Meds Senior Senior |
Schedule of Intangible Assets and Goodwill | The carrying amounts, accumulated amortization, net carrying value, and weighted average remaining life of our definite-lived amortizable intangible assets as well as our goodwill are presented in the tables below (dollars in thousands, useful life in years): September 30, 2021 June 30, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Total intangible assets subject to amortization Customer relationships $ 17,492 $ (4,093) $ 13,399 $ 17,122 $ (3,448) $ 13,674 Trade name 2,680 (759) 1,921 2,680 (625) 2,055 Proprietary software 1,592 (484) 1,108 1,592 (382) 1,210 Non-compete agreements 1,292 (232) 1,060 1,292 (163) 1,129 Vendor relationships 23,700 (1,756) 21,944 23,700 (1,098) 22,602 Total intangible assets $ 46,756 $ (7,324) $ 39,432 6.9 $ 46,386 $ (5,716) $ 40,670 7.1 Total indefinite-lived assets Goodwill-Auto & Home $ 5,364 $ 5,364 Goodwill-Senior 68,368 62,655 Total goodwill $ 73,732 $ 68,019 |
Schedule of Goodwill | Changes in the balance of goodwill for the three months ended September 30, 2021, are as follows (in thousands): Balance, June 30, 2021 $ 68,019 Goodwill from the acquisition of Simple Meds 5,713 Balance, September 30, 2021 $ 73,732 |
Schedule of Future Amortization Expense | As of September 30, 2021, expected amortization expense in future fiscal periods is as follows (in thousands): Trade Name Proprietary Software Non-compete agreements Vendor Relationships Customer relationships Total Remainder fiscal 2022 $ 402 $ 331 $ 213 $ 1,975 $ 2,139 $ 5,060 2023 536 339 273 2,633 2,385 6,166 2024 536 308 220 2,633 2,319 6,016 2025 447 130 220 2,633 2,316 5,746 2026 — — 134 2,633 2,313 5,080 Thereafter — — — 9,437 1,927 11,364 Total $ 1,921 $ 1,108 $ 1,060 $ 21,944 $ 13,399 $ 39,432 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Lease Costs and Supplemental Information | The components of lease costs were as follows periods presented: Three Months Ended September 30, (in thousands) 2021 2020 Finance lease costs (1) $ 42 $ 66 Operating lease costs (2) 2,011 1,927 Short-term lease costs 13 67 Variable lease costs (3) 213 265 Sublease income (337) (65) Total net lease costs $ 1,942 $ 2,260 (1) Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in operating costs and expenses and interest expense, net in the condensed consolidated statements of comprehensive income. (2) Recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. (3) Variable lease costs are not included in the measurement of the lease liability or right-of-use asset as they are not based on an index or rate and primarily represents common area maintenance charges and real estate taxes recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. |
Schedule of Maturity of Operating Lease Liabilities | Maturities of Lease Liabilities —As of September 30, 2021, remaining maturities of lease liabilities for each of the next five fiscal years and thereafter are as follows: (in thousands) Operating leases Finance leases Total Remainder fiscal 2022 6,938 146 7,084 2023 8,745 27 8,772 2024 9,085 — 9,085 2025 9,098 — 9,098 2026 6,881 — 6,881 2027 5,502 — 5,502 Thereafter 12,034 — 12,034 Total undiscounted lease payments 58,283 173 58,456 Less: interest 15,742 5 15,747 Present value of lease liabilities $ 42,541 $ 168 $ 42,709 |
Schedule of Maturity of Finance Lease Liabilities | Maturities of Lease Liabilities —As of September 30, 2021, remaining maturities of lease liabilities for each of the next five fiscal years and thereafter are as follows: (in thousands) Operating leases Finance leases Total Remainder fiscal 2022 6,938 146 7,084 2023 8,745 27 8,772 2024 9,085 — 9,085 2025 9,098 — 9,098 2026 6,881 — 6,881 2027 5,502 — 5,502 Thereafter 12,034 — 12,034 Total undiscounted lease payments 58,283 173 58,456 Less: interest 15,742 5 15,747 Present value of lease liabilities $ 42,541 $ 168 $ 42,709 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following: (in thousands) September 30, 2021 June 30, 2021 Term Loans $ 471,912 $ 471,912 Unamortized debt issuance costs on Term Loans (3,775) (4,081) Unamortized debt discount on Term Loans (5,945) (6,428) Total debt 462,192 461,403 Less current portion of long-term debt: (3,540) (2,360) Long-term debt $ 458,652 $ 459,043 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Stock by Class | As of September 30, 2021, the Company has reserved the following authorized, but unissued, shares of common stock: Employee Stock Purchase Plan ("ESPP") 1,253,575 Stock awards outstanding under 2020 Plan 3,569,723 Stock awards available for grant under 2020 Plan 10,784,650 Options outstanding under 2003 Plan 1,773,725 Options available for grant under 2003 Plan — Total 17,381,673 |
Schedule of Share-Based Compensation Activity | Total share-based compensation for stock awards included in general and administrative expense in our condensed consolidated statements of comprehensive income was as follows for the periods presented: Three Months Ended September 30, (in thousands) 2021 2020 Share-based compensation related to: Equity classified stock options $ 740 $ 362 Equity classified RSU's 953 415 Equity classified PSU's 392 128 Total $ 2,085 $ 905 |
Schedule of Stock Options, Valuation Assumptions | The Company used the following weighted-average assumptions for the stock options granted during the periods presented below: Three Months Ended September 30, 2021 2020 Volatility 30.0% 25.0% Risk-free interest rate 0.9% 0.3% Dividend yield —% —% Assumed forfeitures —% —% Expected term (in years) 6.25 6.25 Weighted-average fair value (per share) $5.52 $4.84 |
Schedule of Stock Options Roll Forward | The following table summarizes stock option activity under the Stock Plans for the three months ended September 30, 2021: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Outstanding—June 30, 2021 3,398,513 $ 8.61 Options granted 1,228,282 17.69 Options exercised (284,713) 4.27 Options forfeited/expired/cancelled (15,728) 17.85 Outstanding—September 30, 2021 4,326,354 $ 11.42 6.97 $ 21,218 Vested and exercisable—September 30, 2021 2,044,608 $ 3.76 4.33 $ 20,813 |
Schedule of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity under the 2020 Stock Plan for the three months ended September 30, 2021: Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2021 356,285 $ 19.12 Granted 393,483 17.83 Vested (53,761) 17.95 Cancelled (7,914) 17.94 Unvested as of September 30, 2021 688,093 $ 18.49 |
Schedule of Performance Stock Activity | The following table summarizes performance stock unit activity under the 2020 Stock Plan for the three months ended September 30, 2021: Number of Performance Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2021 132,921 $ 17.97 Granted 196,080 18.01 Vested — — Cancelled — — Unvested as of September 30, 2021 329,001 $ 18.00 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The disaggregation of revenue by segment and product is depicted for the periods presented below, and is consistent with how the Company evaluates its financial performance: Three Months Ended September 30, (in thousands) 2021 2020 Senior: Commission revenue: Medicare advantage $ 80,083 $ 48,731 Medicare supplement 1,604 7,992 Prescription drug plan 269 615 Dental, vision, and health 3,216 2,723 Other commission revenue 900 459 Total commission revenue 86,072 60,520 Production bonus and other revenue 20,248 12,679 Total Senior revenue 106,320 73,199 Life: Commission revenue: Term 16,246 19,744 Final expense 26,982 17,853 Total commission revenue 43,228 37,597 Production bonus and other revenue 6,598 5,226 Total Life revenue 49,826 42,823 Auto & Home: Total commission revenue 6,992 8,613 Production bonus and other revenue 477 925 Total Auto & Home revenue 7,469 9,538 Eliminations: Total commission revenue (1,641) (185) Production bonus and other revenue (2,051) (1,206) Total Elimination revenue (3,692) (1,391) Total commission revenue 134,651 106,545 Total production bonus and other revenue 25,272 17,624 Total revenue $ 159,923 $ 124,169 |
Schedule of Activity in Commissions Receivable | A separate roll forward of commissions receivable (current and long term) is shown below for the period presented: (in thousands) Balance as of June 30, 2021 $ 845,897 Commission revenue from revenue recognized 73,030 Net commission revenue adjustment from change in estimate (1) (2,938) Amounts recognized as accounts receivable (12,317) Balance as of September 30, 2021 $ 903,672 (1) Represents the reassessment of transaction prices on cohorts. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of net income (loss) per share for the periods presented: Three Months Ended September 30, (in thousands, except per share amounts) 2021 2020 Basic: Numerator: Net income (loss) $ (45,365) $ 837 Net income (loss) attributable to common shareholders (45,365) 837 Denominator: Weighted-average common stock outstanding 163,692 162,448 Net income (loss) per share—basic: $ (0.28) $ 0.01 Diluted: Numerator: Net income (loss) attributable to common shareholders $ (45,365) $ 837 Add: mark-to-market adjustment on earnout liability (2) — — Net income (loss) attributable to common and common equivalent shareholders (45,365) 837 Denominator: Weighted-average common stock outstanding 163,692 162,448 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP (1) — 2,744 Contingently issuable shares (2) — — Total common and common equivalent shares outstanding 163,692 165,192 Net income (loss) per share—diluted: $ (0.28) $ 0.01 (1) Excluded from the computation of net income (loss) per share-diluted for the three months ended September 30, 2021, because the effect would have been anti-dilutive. (2) Excluded from the computation of net income (loss) per share-diluted for the three months ended September 30, 2020, because the effect would have been anti-dilutive. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The weighted average potential shares of common stock that were excluded from the calculation of net income (loss) per share-diluted for the periods presented because including them would have been anti-dilutive are as follows for the periods presented: Three Months Ended September 30, (in thousands) 2021 2020 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP 4,683 — Shares subject to outstanding PSU's (1) 329 — Contingently issuable shares — 551 Total 5,012 551 (1) The weighted-average number of shares excluded from the computation of net income (loss) per share-diluted because the performance conditions associated with these awards were not met. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents information about the reportable segments for the three months ended September 30, 2021: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 106,320 $ 49,826 $ 7,469 $ (3,692) $ 159,923 Operating expenses (139,291) (45,128) (6,095) (13,351) (1) (203,865) Other expenses, net — — — (102) (102) Adjusted EBITDA $ (32,971) $ 4,698 $ 1,374 $ (17,145) (44,044) Share-based compensation expense (2,215) Non-recurring expenses (2) (554) Depreciation and amortization (5,103) Loss on disposal of property, equipment, and software (350) Interest expense, net (8,535) Income tax benefit 15,436 Net loss $ (45,365) (1) Operating expenses in the Corp & Elims division primarily include $10.4 million in salaries and benefits for certain general, administrative, and IT related departments, and $4.7 million in professional services fees. (2) These expenses primarily consist of costs related to the acquisitions of Express Med Pharmaceuticals and Simple Meds. The following table presents information about the reportable segments for the three months ended September 30, 2020: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 73,199 $ 42,823 $ 9,538 $ (1,391) $ 124,169 Operating expenses (64,297) (32,346) (5,922) (9,518) (1) (112,083) Other expenses, net — — — (21) (21) Adjusted EBITDA $ 8,902 $ 10,477 $ 3,616 $ (10,930) 12,065 Share-based compensation expense (924) Non-recurring expenses (2) (438) Fair value adjustments to contingent earnout obligations (759) Restructuring expenses (21) Depreciation and amortization (3,347) Loss on disposal of property, equipment, and software (82) Interest expense, net (6,761) Income tax benefit 1,104 Net income $ 837 (1) Operating expenses in the Corp & Elims division primarily include $6.6 million in salaries and benefits for certain general, administrative, and IT related departments and $3.0 million in professional services fees. (2) These expenses consist of non-restructuring severance expenses, costs related to the acquisition of InsideResponse, and expenses related to business continuity in response to the COVID-19 pandemic. |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | Aug. 31, 2021USD ($) | Apr. 30, 2021USD ($)segmentpatientprovision | Feb. 01, 2021USD ($)insurancePolicy | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Business Acquisition [Line Items] | ||||||
Fair value adjustments to contingent earnout obligations | $ 0 | $ 759 | ||||
Lead performance percentage | 100.00% | |||||
Estimated life | 6 years 10 months 24 days | 7 years 1 month 6 days | ||||
Lead Distribution Company | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration, net | $ 33,500 | |||||
Base purchase price | 30,000 | |||||
Payments to acquire businesses, gross | 24,000 | |||||
Holdback for indemnification claims | 6,000 | |||||
Contingent consideration, liability | 3,500 | |||||
Fair value adjustments to contingent earnout obligations | $ 400 | |||||
Minimum insurance policies to be sold | insurancePolicy | 50,000 | |||||
Cash payout term | 5 days | |||||
Target performance percentage | 60.00% | 60.00% | ||||
Remaining holdback for indemnification claims | $ 5,500 | |||||
Net working capital true-up | $ 499 | |||||
Net working capital true-up time period | 15 months | |||||
Aggregate purchase price | $ 29,501 | |||||
Lead Distribution Company | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Estimated life | 5 years | |||||
Lead Distribution Company | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Estimated life | 9 years | |||||
Express Med Pharmaceutical Inc | ||||||
Business Acquisition [Line Items] | ||||||
Base purchase price | $ 20,000 | |||||
Holdback for indemnification claims | 2,500 | |||||
Contingent consideration, liability | 4,000 | |||||
Fair value adjustments to contingent earnout obligations | 300 | |||||
Net working capital true-up | $ 483 | |||||
Net working capital true-up time period | 15 months | |||||
Percentage of voting interests acquired | 100.00% | |||||
Aggregate purchase price | $ 24,000 | |||||
Cash acquired from acquisition | $ 17,500 | |||||
Number of provisions | provision | 2 | |||||
Consideration arrangements provision one | $ 3,000 | |||||
Contingent consideration provision one period | 20 months | |||||
Contingent consideration provision one, minimum number of patients processed | segment | 75,000 | |||||
Contingent consideration provision two | $ 1,000 | |||||
Contingent consideration, number of active patients | patient | 15,000 | |||||
Contingent consideration provision two period | 36 months | |||||
Capacity of new facility | segment | 75,000 | |||||
Business acquisition, goodwill, expected tax deductible amount | $ 16,300 | $ 16,300 | ||||
Express Med Pharmaceutical Inc | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Estimated life | 1 year | |||||
Express Med Pharmaceutical Inc | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Estimated life | 5 years | |||||
Simple Meds | ||||||
Business Acquisition [Line Items] | ||||||
Base purchase price | $ 7,000 | |||||
Payments to acquire businesses, gross | 7,000 | |||||
Net working capital true-up | (347) | |||||
Aggregate purchase price | $ 7,408 | |||||
Business acquisition, goodwill, expected tax deductible amount | 5,600 | $ 5,600 | ||||
Revenue generated from business acquisition | $ 1,000 |
Acquisitions - Consideration (D
Acquisitions - Consideration (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | ||||
Total purchase consideration | $ 6,927 | $ (121) | ||
Express Med Pharmaceutical Inc | ||||
Business Acquisition [Line Items] | ||||
Base purchase price | $ 20,000 | |||
Net working capital true-up | (483) | |||
Closing cash | 20 | |||
Total purchase consideration | 19,537 | |||
Total purchase consideration | $ 24,000 | |||
Simple Meds | ||||
Business Acquisition [Line Items] | ||||
Base purchase price | $ 7,000 | |||
Net working capital true-up | 347 | |||
Closing cash | 61 | |||
Total purchase consideration | $ 7,408 |
Acquisitions - Estimated Fair V
Acquisitions - Estimated Fair Value Of Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 31, 2021 | Apr. 30, 2021 | Feb. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 73,732 | $ 68,019 | ||||
Estimated life | 6 years 10 months 24 days | 7 years 1 month 6 days | ||||
Lead Distribution Company | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | $ 1,301 | |||||
Net tangible assets acquired | 1,301 | |||||
Goodwill | 3,500 | |||||
Total intangible assets acquired | 28,200 | |||||
Net assets acquired | $ 29,501 | |||||
Lead Distribution Company | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Estimated life | 5 years | |||||
Lead Distribution Company | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Estimated life | 9 years | |||||
Express Med Pharmaceutical Inc | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 20 | |||||
Accounts receivable | 613 | |||||
Other current assets | 28 | |||||
Property and equipment, net | 287 | |||||
Accounts payable | (280) | |||||
Accrued expenses, including compensation and benefits | (45) | |||||
Net tangible assets acquired | 623 | |||||
Goodwill | 18,064 | |||||
Total intangible assets acquired | 18,914 | |||||
Net assets acquired | $ 19,537 | |||||
Express Med Pharmaceutical Inc | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Estimated life | 1 year | |||||
Express Med Pharmaceutical Inc | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Estimated life | 5 years | |||||
Simple Meds | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 61 | |||||
Accounts receivable | 634 | |||||
Other current assets | 474 | |||||
Property and equipment, net | 415 | |||||
Accounts payable | (259) | |||||
Net tangible assets acquired | 1,325 | |||||
Goodwill | 5,713 | |||||
Total intangible assets acquired | 6,083 | |||||
Net assets acquired | 7,408 | |||||
Proprietary Software | Express Med Pharmaceutical Inc | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 550 | |||||
Estimated life | 3 years | |||||
Non-compete agreements | Lead Distribution Company | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 1,000 | |||||
Estimated life | 5 years | |||||
Non-compete agreements | Express Med Pharmaceutical Inc | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 100 | |||||
Estimated life | 5 years | |||||
Customer relationships | Express Med Pharmaceutical Inc | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 200 | |||||
Estimated life | 1 year | |||||
Customer relationships | Simple Meds | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 370 | |||||
Estimated life | 1 year | |||||
Vendor relationships | Lead Distribution Company | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 23,700 | |||||
Estimated life | 9 years |
Property And Equipment_Net - Su
Property And Equipment—Net - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 57,540 | $ 46,767 |
Less accumulated depreciation | (19,015) | (17,257) |
PROPERTY AND EQUIPMENT—Net | 38,525 | 29,510 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,569 | 13,351 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 3,091 | 2,667 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 18,525 | 18,525 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,134 | 5,004 |
Work in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 10,221 | $ 7,220 |
Property And Equipment_Net - Na
Property And Equipment—Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ (2.1) | $ (1.6) |
Software_Net - Summary (Details
Software—Net - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Software, gross | $ 23,391 | $ 20,356 |
Less accumulated amortization | (9,127) | (7,745) |
SOFTWARE—Net | 14,264 | 12,611 |
Proprietary Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software, gross | 19,956 | 16,530 |
Work in progress | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software, gross | $ 3,435 | $ 3,826 |
Software_Net - Narrative (Detai
Software—Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Capitalized software costs in the period | $ 2.4 | $ 1.6 |
Capitalized software amortization | $ (1.4) | $ (0.9) |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, impairment | $ 0 | $ 0 |
Amortization of intangible assets | $ (1.6) | $ (0.8) |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Carrying Amounts of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 46,756 | $ 46,386 | |
Finite-lived intangible assets, accumulated amortization | (7,324) | (5,716) | |
Net Carrying Amount | $ 39,432 | 40,670 | |
Estimated life | 6 years 10 months 24 days | 7 years 1 month 6 days | |
Goodwill | $ 73,732 | 68,019 | |
Auto & Home | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 5,364 | 5,364 | |
Senior | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 68,368 | 62,655 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 17,492 | 17,122 | |
Finite-lived intangible assets, accumulated amortization | (4,093) | (3,448) | |
Net Carrying Amount | 13,399 | 13,674 | |
Trade Name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 2,680 | 2,680 | |
Finite-lived intangible assets, accumulated amortization | (759) | (625) | |
Net Carrying Amount | 1,921 | 2,055 | |
Proprietary Software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 1,592 | 1,592 | |
Finite-lived intangible assets, accumulated amortization | (484) | (382) | |
Net Carrying Amount | 1,108 | 1,210 | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 1,292 | 1,292 | |
Finite-lived intangible assets, accumulated amortization | (232) | (163) | |
Net Carrying Amount | 1,060 | 1,129 | |
Vendor relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | 23,700 | 23,700 | |
Finite-lived intangible assets, accumulated amortization | (1,756) | (1,098) | |
Net Carrying Amount | $ 21,944 | $ 22,602 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Goodwill Rollforward (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 68,019 |
Goodwill from the acquisition | 5,713 |
Ending balance | $ 73,732 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2022 | $ 5,060 | |
2023 | 6,166 | |
2024 | 6,016 | |
2025 | 5,746 | |
2026 | 5,080 | |
Thereafter | 11,364 | |
Net Carrying Amount | 39,432 | $ 40,670 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2022 | 402 | |
2023 | 536 | |
2024 | 536 | |
2025 | 447 | |
2026 | 0 | |
Thereafter | 0 | |
Net Carrying Amount | 1,921 | 2,055 |
Proprietary Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2022 | 331 | |
2023 | 339 | |
2024 | 308 | |
2025 | 130 | |
2026 | 0 | |
Thereafter | 0 | |
Net Carrying Amount | 1,108 | 1,210 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2022 | 213 | |
2023 | 273 | |
2024 | 220 | |
2025 | 220 | |
2026 | 134 | |
Thereafter | 0 | |
Net Carrying Amount | 1,060 | 1,129 |
Vendor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2022 | 1,975 | |
2023 | 2,633 | |
2024 | 2,633 | |
2025 | 2,633 | |
2026 | 2,633 | |
Thereafter | 9,437 | |
Net Carrying Amount | 21,944 | 22,602 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2022 | 2,139 | |
2023 | 2,385 | |
2024 | 2,319 | |
2025 | 2,316 | |
2026 | 2,313 | |
Thereafter | 1,927 | |
Net Carrying Amount | $ 13,399 | $ 13,674 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended |
Sep. 30, 2021 | |
Monaca, Pennsylvania | Affiliated Entity | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term | 10 years |
Option to extend | 5 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term | 15 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Finance lease costs | $ 42 | $ 66 |
Operating lease costs | 2,011 | 1,927 |
Short-term lease costs | 13 | 67 |
Variable lease costs | 213 | 265 |
Sublease income | (337) | (65) |
Total net lease costs | $ 1,942 | $ 2,260 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating leases | |
Remainder fiscal 2022 | $ 6,938 |
2023 | 8,745 |
2024 | 9,085 |
2025 | 9,098 |
2026 | 6,881 |
2027 | 5,502 |
Thereafter | 12,034 |
Total undiscounted lease payments | 58,283 |
Less: interest | 15,742 |
Present value of lease liabilities | 42,541 |
Finance leases | |
Remainder fiscal 2022 | 146 |
2023 | 27 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total undiscounted lease payments | 173 |
Less: interest | 5 |
Present value of lease liabilities | 168 |
Remainder fiscal 2022 | 7,084 |
2023 | 8,772 |
2024 | 9,085 |
2025 | 9,098 |
2026 | 6,881 |
2027 | 5,502 |
Thereafter | 12,034 |
Total undiscounted lease payments | 58,456 |
Less: interest | 15,747 |
Present value of lease liabilities | $ 42,709 |
Debt - Credit Agreement and Sen
Debt - Credit Agreement and Senior Secured Credit Facility (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 462,192 | $ 461,403 |
Less current portion of debt | (3,540) | (2,360) |
Non-current portion of debt | 458,652 | 459,043 |
Line of Credit | Secured Debt | ||
Debt Instrument [Line Items] | ||
Term Loans | 471,912 | 471,912 |
Unamortized debt issuance costs on Term Loans | (3,775) | (4,081) |
Unamortized debt discount on Term Loans | $ (5,945) | $ (6,428) |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Nov. 02, 2021 | Nov. 05, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 24, 2021 | May 29, 2020 |
Line of Credit Facility [Line Items] | ||||||
Unamortized debt issuance costs | $ 19,700,000 | |||||
Amortization of debt issuance costs | 900,000 | $ 800,000 | ||||
Cash flow hedge to be reclassified during next 12 months | $ 900,000 | |||||
Interest Rate Swap | ||||||
Line of Credit Facility [Line Items] | ||||||
Derivative, notional amount | $ 325,000,000 | |||||
Base Rate | Interest Rate Swap | ||||||
Line of Credit Facility [Line Items] | ||||||
Derivative, basis spread on variable rate | 1.03% | |||||
Line of Credit | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 5.00% | |||||
LIBOR floor rate | 0.75% | |||||
Line of Credit | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 4.00% | |||||
Line of Credit | DDTL Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 145,000,000 | |||||
Revolving Credit Facility | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 4.00% | |||||
Revolving Credit Facility | Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||
Secured Debt | Line of Credit | Term Loans | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 656,000,000 | |||||
Term loans outstanding | $ 471,900,000 | |||||
Debt instrument, periodic payment, percent | 1.00% | |||||
Secured Debt | Line of Credit | Term Loans | Subsequent Event | ||||||
Line of Credit Facility [Line Items] | ||||||
Term loans outstanding | $ 471,900,000 | |||||
Secured Debt | Line of Credit | DDTL Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 145,000,000 | |||||
Ticking fee multiplier, fee | 1.00% | |||||
Secured Debt | Line of Credit | DDTL Facility | Subsequent Event | ||||||
Line of Credit Facility [Line Items] | ||||||
Increase to maximum borrowing capacity | 200,000,000 | |||||
Borrowing covenants time restricted capacity | 100,000,000 | |||||
Unrestricted borrowing capacity | $ 145,000,000 | |||||
Borrowing covenants time period | 15 months | |||||
Secured Debt | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.15% | |||||
Line of Credit | Base Rate | Interest Rate Swap | ||||||
Line of Credit Facility [Line Items] | ||||||
Derivative, fixed interest rate | 5.00% | |||||
Line of Credit | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | $ 75,000,000 | ||||
Line of Credit | Revolving Credit Facility | Subsequent Event | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||
Increase to maximum borrowing capacity | $ 25,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - West Palm Beach Police Pension Fund v. SelectQuote, Inc. - Subsequent Event | Oct. 07, 2021defendant |
Executive Officer | |
Commitments and Contingencies Disclosure [Abstract] | |
Number of defendants | 2 |
Loss Contingencies [Line Items] | |
Number of defendants | 2 |
Current and Former Director | |
Commitments and Contingencies Disclosure [Abstract] | |
Number of defendants | 6 |
Loss Contingencies [Line Items] | |
Number of defendants | 6 |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Reserved For Future Issuance (Details) - shares | Sep. 30, 2021 | Jun. 30, 2021 |
Class of Stock [Line Items] | ||
Options issued and outstanding under stock option plans (in shares) | 4,326,354 | 3,398,513 |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 17,381,673 | |
Employee Stock Purchase Plan ("ESPP") | Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 1,253,575 | |
2020 Plan | Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 10,784,650 | |
Options issued and outstanding under stock option plans (in shares) | 3,569,723 | |
2003 Plan | Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 0 | |
Options issued and outstanding under stock option plans (in shares) | 1,773,725 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Class of Stock [Line Items] | ||
Share-based compensation expense | $ 2,085 | $ 905 |
Incentive Stock Options | ||
Class of Stock [Line Items] | ||
Share-based compensation expense | 740 | 362 |
Restricted Stock Units (RSUs) | ||
Class of Stock [Line Items] | ||
Share-based compensation expense | 953 | 415 |
Performance Stock | ||
Class of Stock [Line Items] | ||
Share-based compensation expense | $ 392 | $ 128 |
Shareholders' Equity - Fair Val
Shareholders' Equity - Fair Value Assumptions (Details) - $ / shares | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||
Volatility | 30.00% | 25.00% |
Risk-free interest rate | 0.90% | 0.30% |
Dividend yield | 0.00% | 0.00% |
Assumed forfeitures | 0.00% | 0.00% |
Expected term (in years) | 6 years 3 months | 6 years 3 months |
Weighted-average fair value (in dollars per share) | $ 5.52 | $ 4.84 |
Shareholders' Equity - Option A
Shareholders' Equity - Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Number of Options | |
Beginning balance (in shares) | shares | 3,398,513 |
Options granted (in shares) | shares | 1,228,282 |
Options exercised (in shares) | shares | (284,713) |
Options forfeited/expired/cancelled (in shares) | shares | (15,728) |
Ending balance (in shares) | shares | 4,326,354 |
Vested and exercisable, number of options (in shares) | shares | 2,044,608 |
Weighted- Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 8.61 |
Options granted (in dollars per share) | $ / shares | 17.69 |
Options exercised (in dollars per share) | $ / shares | 4.27 |
Options forfeited/expired/cancelled (in dollars per share) | $ / shares | 17.85 |
Ending balance (in dollars per share) | $ / shares | 11.42 |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 3.76 |
Weighted-average remaining contractual term, outstanding | 6 years 11 months 19 days |
Weighted-average remaining contractual term, vested and exercisable | 4 years 3 months 29 days |
Aggregate intrinsic value, outstanding | $ | $ 21,218 |
Aggregate intrinsic value, vested and exercisable | $ | $ 20,813 |
Shareholders' Equity - Share-Ba
Shareholders' Equity - Share-Based Compensation Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Equity [Abstract] | ||
Cost not yet recognized | $ 11,000 | |
Cost not yet recognized, period for recognition | 3 years 3 months 29 days | |
Proceeds from common stock options exercised and employee stock purchase plan | $ 2,194 | $ 309 |
Shareholders' Equity - Restrict
Shareholders' Equity - Restricted Stock Unit and Performance Stock Activity (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Number of Restricted Stock Units | |
Beginning balance (in shares) | shares | 356,285 |
Granted (in shares) | shares | 393,483 |
Vested (in shares) | shares | (53,761) |
Cancelled (in shares) | shares | (7,914) |
Ending balance (in shares) | shares | 688,093 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 19.12 |
Granted (in dollars per share) | $ / shares | 17.83 |
Vested (in dollars per share) | $ / shares | 17.95 |
Cancelled (in dollars per share) | $ / shares | 17.94 |
Ending balance (in dollars per share) | $ / shares | $ 18.49 |
Share-based cost not yet recognized | $ | $ 11.3 |
Weighted-average remaining service period | 3 years 2 months 23 days |
Performance Stock | |
Number of Restricted Stock Units | |
Beginning balance (in shares) | shares | 132,921 |
Granted (in shares) | shares | 196,080 |
Vested (in shares) | shares | 0 |
Cancelled (in shares) | shares | 0 |
Ending balance (in shares) | shares | 329,001 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 17.97 |
Granted (in dollars per share) | $ / shares | 18.01 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 18 |
Share-based cost not yet recognized | $ | $ 4.8 |
Weighted-average remaining service period | 2 years 6 months 18 days |
Shareholders' Equity - Employee
Shareholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Share-based compensation expense | $ 2,215 | $ 924 |
Employee Stock Purchase Plan ("ESPP") | Employee Stock Purchase Plan ("ESPP") | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Purchase price of common stock, percent | 95.00% | |
Minimum purchase price of common stock as a percent of offering date fair value, percent | 85.00% | |
Minimum purchase price of common stock as a percent of common stock exercise date fair value, percent | 85.00% | |
Shares issued to employees (in shares) | 89,985 | |
Share-based compensation expense | $ 100 | $ 0 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) | 3 Months Ended |
Sep. 30, 2021installmentplanshares | |
Class of Stock [Line Items] | |
Number of share-based compensation plans | plan | 2 |
2003 Plan | |
Class of Stock [Line Items] | |
Award exercise period after termination | 90 days |
Award exercise period after termination due to death or disability | 12 months |
Award expiration period | 10 years |
Number of installments | installment | 4 |
Purchase price of common stock, percent | 100.00% |
2003 Plan | Share-based Payment Arrangement, Tranche One | |
Class of Stock [Line Items] | |
Vesting rights percentage | 33.30% |
2003 Plan | Share-based Payment Arrangement, Tranche Two | |
Class of Stock [Line Items] | |
Vesting rights percentage | 0.0416% |
2020 Plan | |
Class of Stock [Line Items] | |
Percentage of outstanding stock annual increase, maximum | 3.00% |
Incentive Stock Options | 2020 Plan | |
Class of Stock [Line Items] | |
Common stock, shares reserved for future issuance (in shares) | 4,000,000 |
Employee Stock Purchase Plan ("ESPP") | Employee Stock Purchase Plan ("ESPP") | |
Class of Stock [Line Items] | |
Purchase price of common stock, percent | 95.00% |
Shares issued to employees (in shares) | 89,985 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 159,923 | $ 124,169 |
Marketing Development Funds | ||
Disaggregation of Revenue [Line Items] | ||
Unearned revenue | 17,000 | |
Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 134,651 | 106,545 |
Production bonus and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 25,272 | 17,624 |
Intersegment Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,692 | 1,391 |
Intersegment Eliminations | Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,641 | 185 |
Intersegment Eliminations | Production bonus and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,051 | 1,206 |
Senior | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 106,320 | 73,199 |
Senior | Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 86,072 | 60,520 |
Senior | Medicare advantage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 80,083 | 48,731 |
Senior | Medicare supplement | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,604 | 7,992 |
Senior | Prescription drug plan | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 269 | 615 |
Senior | Dental, vision, and health | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,216 | 2,723 |
Senior | Other commission revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 900 | 459 |
Senior | Production bonus and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 20,248 | 12,679 |
Life | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 49,826 | 42,823 |
Life | Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 43,228 | 37,597 |
Life | Term | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,246 | 19,744 |
Life | Final expense | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 26,982 | 17,853 |
Life | Production bonus and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,598 | 5,226 |
Auto & Home | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,469 | 9,538 |
Auto & Home | Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,992 | 8,613 |
Auto & Home | Production bonus and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 477 | $ 925 |
Revenues from Contracts with _2
Revenues from Contracts with Customers - Commission Receivable Roll Forward (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Activity in Commissions Receivable [Roll Forward] | |
Beginning balance | $ 845,897 |
Commission revenue from revenue recognized | 73,030 |
Net commission revenue adjustment from change in estimate | (2,938) |
Amounts recognized as accounts receivable | (12,317) |
Ending balance | $ 903,672 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ (15,436) | $ (1,104) |
Effective income tax rate reconciliation, percent | 25.40% | 413.50% |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||
Net income (loss) | $ (45,365) | $ 837 |
Net income (loss) attributable to common shareholders | $ (45,365) | $ 837 |
Denominator: | ||
Weighted average number of shares outstanding, basic (in shares) | 163,692 | 162,448 |
Net income (loss) per share—basic: (in dollars per share) | $ (0.28) | $ 0.01 |
Numerator: | ||
Net income (loss) attributable to common shareholders | $ (45,365) | $ 837 |
Add: mark-to-market adjustment on earnout liability | 0 | 0 |
Net income (loss) attributable to common and common equivalent shareholders | $ (45,365) | $ 837 |
Denominator: | ||
Weighted average number of shares outstanding, basic (in shares) | 163,692 | 162,448 |
Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP | 0 | 2,744 |
Contingently issuable shares (in shares) | 0 | 0 |
Total common and common equivalent shares outstanding (in shares) | 163,692 | 165,192 |
Net income (loss) per share—diluted: (in dollars per share) | $ (0.28) | $ 0.01 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive Shares (Details) - shares shares in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 5,012 | 551 |
Stock Option | Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4,683 | 0 |
Stock Option | Phantom Share Units (PSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 329 | 0 |
Contingently issuable shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 551 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 3 | |
Revenue | $ 159,923 | $ 124,169 |
Operating expenses | (203,865) | (112,083) |
Other expenses, net | (102) | (21) |
Adjusted EBITDA | (44,044) | 12,065 |
Share-based compensation expense | (2,215) | (924) |
Non-recurring expenses | (554) | (438) |
Fair value adjustments to contingent earnout obligations | 0 | (759) |
Restructuring expenses | (21) | |
Depreciation and amortization | (5,103) | (3,347) |
Loss on disposal of property, equipment, and software | (350) | (82) |
Interest expense, net | (8,535) | (6,761) |
Income tax benefit | 15,436 | 1,104 |
NET INCOME (LOSS) | (45,365) | $ 837 |
Major Customer One | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 20.00% | |
Major Customer Two | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 15.00% | |
Major Customer Three | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 10.00% | |
Corp & Elims | ||
Segment Reporting Information [Line Items] | ||
Revenue | (3,692) | $ (1,391) |
Operating expenses | (13,351) | (9,518) |
Other expenses, net | (102) | (21) |
Adjusted EBITDA | (17,145) | (10,930) |
Salary expense | 10,400 | 6,600 |
Professional fees | 4,700 | 3,000 |
Senior | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 106,320 | 73,199 |
Senior | Major Customer One | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 17.00% | |
Senior | Major Customer Two | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 15.00% | |
Senior | Major Customer Three | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 11.00% | |
Senior | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 106,320 | 73,199 |
Operating expenses | (139,291) | (64,297) |
Other expenses, net | 0 | 0 |
Adjusted EBITDA | (32,971) | 8,902 |
Life | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 49,826 | 42,823 |
Life | Major Customer One | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 11.00% | |
Life | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 49,826 | 42,823 |
Operating expenses | (45,128) | (32,346) |
Other expenses, net | 0 | 0 |
Adjusted EBITDA | 4,698 | 10,477 |
Auto & Home | ||
Segment Reporting Information [Line Items] | ||
Revenue | 7,469 | 9,538 |
Auto & Home | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 7,469 | 9,538 |
Operating expenses | (6,095) | (5,922) |
Other expenses, net | 0 | 0 |
Adjusted EBITDA | $ 1,374 | $ 3,616 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||
Accounts receivable, related parties | $ 200 | $ 200 |
Expected rental payments | 58,283 | |
Management | InsideResponse | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | 200 | $ 400 |
Affiliated Entity | Monaca, Pennsylvania | ||
Related Party Transaction [Line Items] | ||
Expected rental payments | $ 3,600 | |
Operating lease, term | 10 years | |
Extension option term | 5 years |