Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jun. 30, 2022 | ||
Current Fiscal Year End Date | --06-30 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,213,575,592 | ||
Entity Common Stock, Shares Outstanding (in shares) | 164,452,029 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders (its “2022 Proxy Statement”), which is expected to be filed within 120 days after the Company’s fiscal year ended June 30, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. | ||
Entity Central Index Key | 0001794783 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Jun. 30, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Kansas City, MO |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 140,997 | $ 286,454 |
Accounts receivable, net | 129,748 | 103,364 |
Commissions receivable-current | 116,277 | 89,120 |
Other current assets | 15,751 | 4,486 |
Total current assets | 402,773 | 483,424 |
COMMISSIONS RECEIVABLE—Net | 722,349 | 756,777 |
PROPERTY AND EQUIPMENT—Net | 41,804 | 29,510 |
SOFTWARE—Net | 16,301 | 12,611 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 28,016 | 31,414 |
INTANGIBLE ASSETS—Net | 31,255 | 40,670 |
GOODWILL | 29,136 | 68,019 |
OTHER ASSETS | 18,418 | 1,436 |
TOTAL ASSETS | 1,290,052 | 1,423,861 |
CURRENT LIABILITIES: | ||
Accounts payable | 24,766 | 34,079 |
Accrued expenses | 26,002 | 20,676 |
Accrued compensation and benefits | 42,150 | 40,909 |
Operating lease liabilities—current | 5,261 | 5,289 |
Current portion of long-term debt | 7,169 | 2,360 |
Other current liabilities | 8,165 | 5,504 |
Total current liabilities | 113,513 | 108,817 |
LONG-TERM DEBT, NET—less current portion | 698,423 | 459,043 |
DEFERRED INCOME TAXES | 50,080 | 138,827 |
OPERATING LEASE LIABILITIES | 33,946 | 38,392 |
OTHER LIABILITIES | 2,985 | 11,743 |
Total liabilities | 898,947 | 756,822 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, $0.01 par value—700,000,000 shares authorized; 164,452,029 and 163,510,191 shares issued and outstanding as of June 30, 2022 and 2021, respectively | 1,644 | 1,635 |
Additional paid-in capital | 554,845 | 544,771 |
Retained earnings (accumulated deficit) | (177,100) | 120,404 |
Accumulated other comprehensive income | 11,716 | 229 |
Total shareholders’ equity | 391,105 | 667,039 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 1,290,052 | $ 1,423,861 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jun. 30, 2022 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized (in shares) | 700,000,000 | 700,000,000 |
Common stock, shares issued (in shares) | 163,510,191 | 164,452,029 |
Common stock, shares outstanding (in shares) | 163,510,191 | 164,452,029 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
REVENUE: | |||
Total revenue | $ 764,045 | $ 929,981 | $ 529,338 |
OPERATING COSTS AND EXPENSES: | |||
Cost of revenue | 466,808 | 270,715 | 167,399 |
Marketing and advertising | 484,084 | 385,291 | 184,157 |
General and administrative | 89,837 | 63,114 | 35,283 |
Technical development | 24,729 | 18,623 | 12,347 |
Goodwill impairment | 44,596 | 0 | 0 |
Total operating costs and expenses | 1,110,054 | 737,743 | 399,186 |
INCOME (LOSS) FROM OPERATIONS | (346,009) | 192,238 | 130,152 |
INTEREST EXPENSE, NET | (43,595) | (29,320) | (24,595) |
LOSS ON EXTINGUISHMENT OF DEBT | 0 | (3,315) | (1,166) |
OTHER EXPENSE, NET | (202) | (1,588) | (405) |
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT) | (389,806) | 158,015 | 103,986 |
INCOME TAX EXPENSE (BENEFIT) | (92,302) | 33,156 | 24,502 |
NET INCOME (LOSS) | $ (297,504) | $ 124,859 | $ 79,484 |
NET INCOME (LOSS) PER SHARE: | |||
Basic (in dollars per share) | $ (1.81) | $ 0.77 | $ (0.18) |
Diluted (in dollars per share) | $ (1.81) | $ 0.75 | $ (0.18) |
WEIGHTED-AVERAGE COMMON STOCK OUTSTANDING USED IN PER SHARE AMOUNTS: | |||
Basic (in shares) | 164,042 | 162,889 | 97,496 |
Diluted (in shares) | 164,042 | 165,544 | 97,496 |
OTHER COMPREHENSIVE INCOME (LOSS) NET OF TAX: | |||
Gain (loss) on cash flow hedge | $ 11,487 | $ 1,483 | $ (1,254) |
OTHER COMPREHENSIVE INCOME (LOSS) | 11,487 | 1,483 | (1,254) |
COMPREHENSIVE INCOME (LOSS) | (286,017) | 126,342 | 78,230 |
Commission | |||
REVENUE: | |||
Total revenue | 587,518 | 818,772 | 474,429 |
Production bonus | |||
REVENUE: | |||
Total revenue | 89,057 | 70,653 | 50,308 |
Other | |||
REVENUE: | |||
Total revenue | $ 87,470 | $ 40,556 | $ 4,601 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Restricted Stock Units (RSUs) | Common Stock | Common Stock Restricted Stock Units (RSUs) | Additional Paid-In Capital | Additional Paid-In Capital Restricted Stock Units (RSUs) | Retained Earnings / (Accumulated Deficit) | Treasury Stock | Accumulated Other Comprehensive (Loss) Income | |
Beginning balance (in shares) at Jun. 30, 2019 | 90,619,000 | |||||||||
Beginning balance at Jun. 30, 2019 | $ 262,455 | $ 906 | $ 138,378 | $ 200,446 | $ (77,275) | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 79,484 | 79,484 | ||||||||
Gain (Loss) on cash flow hedge, net of tax | (1,295) | (1,295) | ||||||||
Net reclassification into earnings | 41 | 41 | ||||||||
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings (in shares) | 5,495,000 | |||||||||
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings | 5,506 | $ 56 | 5,450 | |||||||
Share-based compensation expense | 9,483 | 9,483 | ||||||||
Issuance and conversion of preferred shares, net of transaction fees (in shares) | 51,571,000 | |||||||||
Issuance and conversion of preferred shares, net of transaction fees | 130,047 | $ 516 | 129,531 | |||||||
Dividends paid | [1] | (207,341) | (207,341) | |||||||
Dividends paid on unexercised stock options | (9,221) | (9,221) | ||||||||
Return of capital | (58,438) | (58,438) | ||||||||
Treasury stock retired (in shares) | (3,520,000) | |||||||||
Treasury stock retirement | 195 | $ (36) | (77,044) | 77,275 | ||||||
Proceeds from initial public offering, net of underwriters’ discounts and commissions and other offering expenses (in shares) | 18,026,000 | |||||||||
Proceeds from initial public offering, net of underwriters’ discounts and commissions and other offering expenses | 333,110 | $ 180 | 332,930 | |||||||
Ending balance (in shares) at Jun. 30, 2020 | 162,191,000 | |||||||||
Ending balance at Jun. 30, 2020 | 544,026 | $ 1,622 | 548,113 | (4,455) | 0 | (1,254) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 124,859 | 124,859 | ||||||||
Gain (Loss) on cash flow hedge, net of tax | 941 | 941 | ||||||||
Net reclassification into earnings | 542 | 542 | ||||||||
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings (in shares) | 1,213,000 | |||||||||
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings | (9,461) | $ 12 | (9,473) | |||||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 56,000 | |||||||||
Issuance of common stock pursuant to employee stock purchase plan | 986 | $ 1 | 985 | |||||||
Vesting of restricted stock unit awards (in shares) | 50,000 | |||||||||
Vesting of restricted stock unit awards | $ 0 | |||||||||
Share-based compensation expense | 5,146 | 5,146 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 163,510,000 | |||||||||
Ending balance at Jun. 30, 2021 | 667,039 | $ 1,635 | 544,771 | 120,404 | 0 | 229 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (297,504) | (297,504) | ||||||||
Gain (Loss) on cash flow hedge, net of tax | 10,869 | 10,869 | ||||||||
Net reclassification into earnings | $ 618 | 618 | ||||||||
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings (in shares) | 350,406 | 349,000 | ||||||||
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings | $ 1,296 | $ 3 | 1,293 | |||||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 467,000 | |||||||||
Issuance of common stock pursuant to employee stock purchase plan | 1,882 | $ 5 | 1,877 | |||||||
Vesting of restricted stock unit awards (in shares) | 126,000 | |||||||||
Vesting of restricted stock unit awards | $ (147) | $ 1 | $ (148) | |||||||
Share-based compensation expense | 7,052 | 7,052 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 164,452,000 | |||||||||
Ending balance at Jun. 30, 2022 | $ 391,105 | $ 1,644 | $ 554,845 | $ (177,100) | $ 0 | $ 11,716 | ||||
[1]Dividends paid for common stock and unexercised stock options were $1.96 per share and $15.66 per share for preferred series A-D during the year ended June 30, 2020. Refer to Note 12 for further details. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (297,504) | $ 124,859 | $ 79,484 |
Adjustments to reconcile net income (loss) to net cash, cash equivalents, and restricted cash used in operating activities: | |||
Depreciation and amortization | 24,724 | 16,142 | 7,993 |
Goodwill impairment | 44,596 | 0 | 0 |
Loss on disposal of property, equipment, and software | 1,458 | 686 | 360 |
Impairment of long-lived assets | 3,147 | 0 | 0 |
Share-based compensation expense | 7,052 | 5,165 | 9,498 |
Deferred income taxes | (92,716) | 33,007 | 24,493 |
Amortization of debt issuance costs and debt discount | 5,461 | 3,344 | 2,266 |
Write-off of debt issuance costs | 0 | 2,570 | 237 |
Fair value adjustments to contingent earnout obligations | 0 | 1,488 | 375 |
Non-cash lease expense | 4,067 | 3,823 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (25,749) | (19,993) | (13,408) |
Commissions receivable | 7,271 | (332,936) | (197,364) |
Other assets | (10,915) | 4,848 | (3,352) |
Accounts payable and accrued expenses | (4,464) | 19,728 | 15,672 |
Operating lease liabilities | (5,143) | (3,782) | 0 |
Other liabilities | 401 | 25,609 | 11,970 |
Net cash used in operating activities | (338,314) | (115,442) | (61,776) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (24,798) | (14,907) | (9,446) |
Proceeds from sales of property and equipment | 0 | 0 | 3 |
Purchases of software and capitalized software development costs | (9,851) | (8,081) | (6,106) |
Acquisition of business | (6,927) | (41,028) | (35,821) |
Investment in equity securities | (1,000) | 0 | 0 |
Net cash used in investing activities | (42,576) | (64,016) | (51,370) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from Revolving Credit Facility | 50,000 | 0 | 87,989 |
Payments on Revolving Credit Facility | (50,000) | 0 | (99,021) |
Proceeds from DDTL Facility | 242,000 | 0 | 0 |
Payments on DDTL Facility | (1,225) | 0 | 0 |
Net proceeds from Term Loans | 0 | 228,753 | 416,500 |
Proceeds from other debt | 0 | 0 | 16,575 |
Payments on other debt | (184) | (251) | (31,447) |
Proceeds from common stock options exercised and employee stock purchase plan | 3,179 | 1,887 | 5,506 |
Cash dividends paid | 0 | 0 | (275,000) |
Issuance of preferred stock | 0 | 0 | 135,000 |
Payments of tax withholdings related to net share settlement of equity awards | (148) | (10,362) | 0 |
Payments of debt issuance costs | (328) | (885) | (7,854) |
Proceeds from initial public offering, net of underwriters’ discounts and commissions | 0 | 0 | 340,200 |
Payment of contingent earnout liability | 0 | (32,300) | 0 |
Payment of acquisition holdback | (5,501) | 0 | 0 |
Net cash provided by financing activities | 235,433 | 97,042 | 481,446 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (145,457) | (82,416) | 368,300 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of year | 286,454 | 368,870 | 570 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of year | 140,997 | 286,454 | 368,870 |
Reconciliation to the Consolidated Balance Sheets: | |||
Cash and cash equivalents | 140,997 | 286,454 | 321,065 |
Restricted cash | 0 | 0 | 47,805 |
Total cash, cash equivalents, and restricted cash | 140,997 | 286,454 | 368,870 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Interest paid, net | (38,043) | (26,006) | (23,497) |
(Payment) refund of income taxes, net | (169) | (214) | 64 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES: | |||
Landlord funded allowance for tenant improvements | 0 | 0 | 4,437 |
Capital expenditures in accounts payable and accrued expenses | 655 | 444 | 241 |
Contingent earnout obligation related to acquisition | 0 | 0 | 30,437 |
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING ACTIVITIES: | |||
Equity issuance costs in accounts payable and accrued expenses | 0 | 0 | 5,643 |
Line of Credit | Credit Agreement | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on Revolving Credit Facility | 0 | 0 | (21,645) |
Secured Debt | Line of Credit | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on Term Loans | (2,360) | (84,118) | (100,000) |
Private Placement | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments of stock issuance costs | 0 | (1,771) | (3,784) |
IPO | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments of stock issuance costs | $ 0 | $ (3,911) | $ (3,218) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Jun. 30, 2020 $ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Common stock dividends paid (in dollars per share) | $ 1.96 |
Preferred stock dividends paid (in dollars per share) | $ 15.66 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business —SelectQuote, Inc. (together with its subsidiaries, the “Company” or “SelectQuote”) contracts with 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. SelectQuote’s Senior division (“Senior”) sells Medicare Advantage, Medicare Supplement, Medicare Part D, and other ancillary senior health insurance related products. Additionally, Senior includes the lead generation business, InsideResponse and Healthcare Services, which includes Population Health and SelectRx. Population Health contracts with insurance carriers to perform health risk assessments (“HRA”) on potential new members to determine how Population Health’s value-based care (“VBC”) partners can help members produce better healthcare outcomes. SelectRx is a closed-door, long-term care pharmacy, which offers essential prescription medications, OTC medications, customized medication packaging, medication therapy management, and other consultative services. SelectQuote’s Life division (“Life”) sells term life, final expense, and other ancillary products, and SelectQuote’s Auto & Home division (“Auto & Home”) primarily sells non-commercial auto and home, property and casualty insurance products. 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 lead generation revenue from InsideResponse, revenue from Population Health for performing HRAs and making transfers or appointments with VBC partners, and pharmaceutical sales revenue from SelectRx. Basis of Presentation —The accompanying 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 (“InsideResponse”), and SelectQuote Ventures, Inc. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include all adjustments necessary for the fair presentation of our financial position as of June 30, 2022. Certain reclassifications have been made to prior periods to conform with current year. Results from operations related to entities acquired during the periods covered by the consolidated financial statements are reflected from the effective date of acquisition. Results of operations were not materially impacted by the COVID-19 pandemic. Our fiscal year ends on June 30. References in this Annual Report to a particular “year,” “fiscal,” “fiscal year,” or “year-end” mean our fiscal year. The significant accounting policies applied in preparing the accompanying consolidated financial statements of the Company are summarized below. 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. Use of Estimates —The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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. Going Concern —The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. In the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022, the Company disclosed that there was substantial doubt about its ability to continue as a going concern as a result of conditions that existed as of March 31, 2022. Specifically, the Company’s financial projections indicated it would not be in compliance with a certain asset coverage ratio under the Senior Secured Credit Facility within one year after the date that the consolidated financial statements were issued. Subsequently, the Company entered into the Fourth Amendment to the Senior Secured Credit Facility (as defined and discussed further in Note 10 to the consolidated financial statements) to amend the required debt covenants through October 31, 2024. Based on its financial projections, the Company believes it will remain in compliance with the revised debt covenants within one year after the date that the consolidated financial statements are issued. We are in compliance with all debt covenants as of June 30, 2022. Business Combinations —The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations (“ASC 805”), which requires most identifiable assets, liabilities, and goodwill acquired in a business combination to be recorded at full fair value at the acquisition date. Additionally, ASC 805 requires transaction-related costs to be expensed in the period incurred. The determination of fair value of assets acquired and liabilities assumed requires estimates and assumption that can change as a result of new information obtained about facts and circumstances that existed as of the acquisition date. As such, the Company will make any necessary adjustments to goodwill in the period identified within one year of the acquisition date. Adjustments outside of that range are recognized currently in earnings. Refer to Note 2 of the consolidated financial statements for further details. Cash, Cash Equivalents, and Restricted Cash —Cash and cash equivalents represent cash and short-term, highly liquid investments with maturities of three months or less at the time of purchase. Prior to amending the Senior Secured Credit Facility, the Company’s restricted cash balance consisted of a specified deposit account to be used only for interest payments on the Term Loans. Concentrations of Credit Risk —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts and commissions receivable. The Company believes the potential for collection issues with any of its customers is minimal as of June 30, 2022, based on the lack of collection issues in the past and the high financial standards the Company requires of its customers. As of June 30, 2022, three insurance carrier customers accounted for 29%, 20%, and 14% of total accounts and commissions receivable. As of June 30, 2021, three insurance carrier customers accounted for 29%, 21%, and 10% of total accounts and commissions receivable. For the year ended June 30, 2022, three insurance carriers customers accounted for 18%, 17%, and 12% of total revenue. For the year ended June 30, 2021, three insurance carrier customers accounted for 24%, 19%, and 15% of total revenue. For the year ended June 30, 2020, three insurance carrier customers accounted for 26% 18%, and 11% of total revenue. Property and Equipment—Net —Property and equipment are stated at cost less accumulated depreciation. Finance lease amortization expenses are included in depreciation expense in our consolidated statements of comprehensive income. Depreciation is computed using the straight-line method based on the date the asset is placed in service using the following estimated useful lives: Computer hardware 3 years Machinery and equipment 2–5 years Automobiles 5 years Leasehold improvements Shorter of lease period or useful life Furniture and fixtures 7 years Maintenance and minor replacements are expensed as incurred. Software—Net —The Company capitalizes costs of materials, consultants, and compensation and benefits costs of employees who devote time to the development of internal-use software during the application development stage. Judgment is required in determining the point at which various projects enter the phases at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized, which is generally 3 years. Implementation costs incurred in a hosting arrangement that is a service contract are capitalized according to the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and classified in the same balance sheet line item as amounts prepaid for the related hosting arrangement. Amortization of these costs is recorded to the same income statement line item as the service fees for the related hosting arrangement and over the same term. Leases— The Company has entered into various lease agreements for office space and other equipment as lessee. At contract inception, the Company determines that a contract contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. If a contract contains a lease, the Company recognizes a right-of-use asset and a lease liability on the consolidated balance sheet at lease commencement. The Company has elected a practical expedient to make an accounting policy not to record short-term leases on the consolidated balance sheet, defined as leases with an initial term of 12 months or less that do not contain purchase options that the lessee is reasonably certain to elect. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term as the Company has control over an economic resource and is benefiting from the use of the asset. Lease liabilities represent the Company’s obligation to make payments for that right of use. Right-of-use assets and lease liabilities are determined by recognizing the present value of future lease payments using the Company’s incremental borrowing rate, which is the rate we would have to pay to borrow on a collateralized basis based upon information available at the lease commencement date. The right-of-use asset is measured at the commencement date by totaling the amount of the initial measurement of the lease liability, adding any lease payments made to the lessor at or before the commencement date, subtracting any lease incentives received, and adding any initial direct costs incurred by the Company. When lease terms include renewal or termination options, the Company determines the lease term as the noncancelable period of the lease, plus periods covered by an option to extend the lease if the Company is reasonably certain to exercise the option. The Company considers an option to be reasonably certain to be exercised by the Company when a significant economic incentive exists. The Company has lease agreements with lease and nonlease components. The Company elected the practical expedient to make an accounting policy election by class of underlying asset, to not separate nonlease components from the associated lease components and instead account for each separate lease component and its associated nonlease components as a single lease component. The Company has applied this accounting policy election to all asset classes. Impairment and Disposal of Long-Lived Assets —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. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to its expected future undiscounted cash flows. If the carrying amount exceeds its expected future undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset or asset group exceeds its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value, less costs to sell. Refer to Note 7 of the consolidated financial statements for further details. Goodwill —Goodwill represents the excess of the purchase price over the estimated fair values of identifiable assets and liabilities acquired in a business combination as of the acquisition date. Goodwill is not amortized in accordance with the requirements of ASC 350, rather, goodwill is tested for impairment on an annual basis and whenever events or circumstances indicate that the asset may be impaired. The Company considers significant unfavorable industry or economic trends as factors in deciding when to perform an impairment test. Goodwill is allocated among, and evaluated for impairment, at the reporting unit level, which is defined as an operating segment or one level below an operating segment. The Company performs the annual goodwill impairment test as of April 1. Refer to Note 7 of the consolidated financial statements for further details. Equity Issuance Costs —Equity issuance costs primarily consist of legal fees, underwriting fees, and other costs incurred as a result of the IPO and the issuance of Series E preferred stock. Upon completion of the IPO in May of 2020, $26.9 million of costs were charged to shareholders’ equity against the gross proceeds raised. For the issuance of Series E preferred stock in April and May of 2020, $5.6 million of costs were charged to shareholders’ equity against the gross proceeds raised. Revenue Recognition— The Company has three revenue streams: commissions, production bonuses, and other revenues. The Company recognizes revenue when a customer obtains control of promised goods or services and recognizes an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identification of the contract with a customer; (ii) identification of the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Commission Revenue Contracts with Customers — The Company earns commission revenue from the sale of insurance policies, both in the first year the policy is sold and when the underlying policyholder renews their policy in subsequent years, as presented in the consolidated statements of comprehensive income as commission revenue. The Company’s primary customers are the insurance carriers that it contracts with to sell insurance policies on their behalf. The contracts with the insurance carriers are non-exclusive and can typically be terminated unilaterally by either party. We review individual contracts to determine the Company’s legal and enforceable rights to renewal commissions upon contract termination when determining variable consideration. Additionally, the insurance carriers often have the ability to amend provisions in the contracts relating to the prospective commission rates paid to the Company for new policies sold. The Company’s contracts with customers for commission revenue contain a single performance obligation satisfied at a point in time to which it allocates the total transaction price. Significant Judgments — The accounting estimates and judgments related to the recognition of revenue require the Company to make assumptions about numerous factors such as the determination of performance obligations and determination of the transaction price. In determining the amounts of revenue to recognize, the Company considers the following: • Determination of Performance Obligations—The Company reviews each contract with customers to determine what promises the Company must deliver and which of these promises are capable of being distinct and are distinct in the context of the contract. The delivery of new policyholders to the insurance carriers is the only material promise specified within the contracts. After a policy is sold, the Company has no material additional or recurring obligations to the policyholder or the insurance carrier. The Company’s contracts do not include downstream policyholder activities such as claims support or payment collection services. While the primary promise is the sale of policies, some contracts include the promise to provide administrative services to policyholders on behalf of the insurance carrier such as responding to policyholder inquiries regarding coverage or providing proof of insurance. The Company has concluded that while these administrative services may be distinct, they are immaterial in the context of the contract. • Determination of the Transaction Price—Although the commission rates the Company is paid are based on agreed-upon contractual terms, the transaction price is determined using the estimated LTV, which represents commissions estimated to be collected over the life of an approved policy. This includes the first year commission due upon the initial sale of a policy as well as an estimate of renewal commissions. First year commission revenue for new policies sold includes an estimated provision for those policies that are anticipated to lapse before the first policy anniversary renewal date (“first year provision”). The Company utilizes a practical expedient to estimate renewal commission revenue by applying the use of a portfolio approach to policies grouped together by segment, insurance carrier, product type, and quarter the policy was initially sold (referred to as a “cohort”). The estimate of renewal commission revenue is considered variable consideration and requires significant judgment to determine the renewal commission revenue to be recognized at the time the performance obligation is met and in the reassessment of the transaction price each reporting period. This includes determining the number of periods in which a renewal will occur and the value of those renewal commissions to be received if renewed, which includes estimating persistency, the renewal year provision, and an additional product specific constraint applied to account for trends such as industry volatility or uncertainty of consumer behavior patterns. Persistency is the estimate of policies expected to renew each year and renewal year provision is the estimate of policies expected to lapse during each renewal period. The estimated average duration of expected renewals for our cohorts used in the calculation of LTV is ten years. Effective for policies sold during the three months ended December 31, 2021, and thereafter, the Company increased the product specific constraint for MA from 6% to 15%. The assumptions used in the Company’s calculation of renewal commission revenue are based on a combination of the Company’s historical experience for renewals, lapses, and payment data; available insurance carrier data; other industry or consumer behavior patterns; and expectations for future retention rates. The estimate of variable consideration is recognized only to the extent it is probable that a material reversal in revenue would not be expected to occur when the uncertainty associated with future commissions receivables is subsequently resolved when the policy renews or lapses. The Company monitors and updates this estimate of transaction price at each reporting period. • Reassessment of the Transaction Price — The Company is continuously reviewing and monitoring the assumptions and inputs into the Company’s calculation of renewal commission revenue, including reviewing changes in the data used to estimate LTV’s as well as monitoring the cash received for each cohort as compared to the original estimates at the time the policy was sold. The Company assesses the actual renewal data and historical data to identify trends and updates assumptions when a sufficient amount of evidence would suggest that the expectation underlying the assumption has changed and a change in estimate of the transaction price is warranted. The differences in actual cash received for current period renewals may result in an adjustment by cohort (“cohort adjustment”) to revenue and commissions receivable. Cohort adjustments can be positive or negative and are recognized using actual experience from policy renewals. The Company analyzes cohort adjustments to determine if they are indicative of changes needed in our estimates of future renewal commissions (“tail adjustments”) that remain unresolved as of the reporting period. As part of the ongoing evaluation, the Company recorded a net downward adjustment to revenue in fiscal years 2022 and 2021 related to a change in estimate (refer to Note 13 of the consolidated financial statements for further details). Timing of Recognition —The Company recognizes revenue for both first year and renewal commissions when it has completed its performance obligation, which is at different milestones for each segment based on the contractual enforceable rights, the Company’s historical experience, and established customer business practices: • Senior—Commission revenue is recognized at the earliest of when the insurance carrier has approved the policy sold, when a commission payment is received from the insurance carrier, or when the policy sold becomes effective. • Life—Term commission revenue is recognized when the insurance carrier has approved the policy sold and payment information has been obtained from the policyholder. Final expense commission revenue is recognized when the carrier provides confirmation the policy is active. • Auto & Home—Commission revenue is recognized when the policy sold becomes effective. Production Bonus Revenue In addition to the commissions revenue received for the sale of policies, the Company earns two additional forms of revenue from its insurance carrier customers: 1) production bonuses, which are generally based on attaining predetermined target sales levels and are paid at the end of an agreed-upon measurement period and 2) marketing development funds, which are used as additional compensation and incentive to drive incremental policy sales for certain insurance carrier customers and are typically paid upfront to be used for lead generation activities during the agreed-upon measurement period (e.g. AEP for Senior). Together, revenue from production bonuses and marketing development funds are presented in the consolidated statements of comprehensive income as production bonus revenue. The sale of a certain volume of insurance policies is the only material promise specified within the contracts for production bonuses, with the transaction price being the agreed-upon contractual total production bonus to be paid by the insurance carrier at the end of the measurement period. The Company recognizes revenue from production bonuses as policies are sold based upon the agreed-upon targets in the customer contracts, using contractual amounts and forecast data to project the volume for the measurement period and record revenue proportionally as policies are sold. Therefore, the estimates of revenue for production bonuses are considered variable consideration, but the uncertainty around the variable consideration is typically resolved within a reporting period due to the nature of the production bonus contracts. Due to this, there are not significant judgments required in recognizing production bonus revenue. The contract language can vary in the Company’s marketing development funds contracts, but generally the material promise to the customer is for the Company to use the upfront payment to generate leads. There are no future revenue streams or variable consideration associated as the transaction price is fixed, determined, and paid up front. Therefore, the Company’s performance obligation is fulfilled, and revenue is recognized, as leads are generated during the agreed-upon measurement period (typically one fiscal quarter). The difference between the upfront payment and the unmet performance obligation represents a contract liability, which is classified as a commission advance and included in other current liabilities in the consolidated balance sheet as shown in note 6 to the consolidated financial statements. Other Revenue Included in other revenue in the consolidated statements of comprehensive income is revenue from InsideResponse and Healthcare Services. Lead generation revenue for InsideResponse is recognized when the generated lead is accepted by the customer (various insurance brokers), which is the point of sale, the transaction price is known based on volume and contractual prices, and the Company has no further performance obligation after the delivery of the lead. Population Health revenue is recognized when the HRA has been performed for an insurance carrier customer or the agreed-upon task has been completed for a VBC partner (the customer), the transaction price is known based on volume and contractual prices, and the Company has no further performance obligation. Pharmaceutical sales revenue from SelectRx is recognized upon shipment of an order to a customer (the patient ordering the medication). At the time of shipment, the Company has performed its one performance obligation, does not experience a significant level of returns or re-shipments, and collectability is probable. There are no future revenue streams or variable consideration associated as the transaction price is fixed and determined at time of shipment, customers have the option to cancel their service at any time, and any subsequent new order is its own performance obligation. All of the Company’s contracts with customers included in other revenue contain a single performance obligation satisfied at a point in time to which it allocates the total transaction price. Accounts Receivable, net —Accounts receivable, net primarily represents either first year or renewal commissions expected to be received on policies that have already been sold or renewed and for production bonus revenue that has been earned but not received from the insurance carrier. Typically, the Company receives commission payments as the insurance carriers receive payments from the underlying policyholders. As these can be on various payment terms such as monthly or quarterly, a receivable is recorded to account for the commission payments yet to be received from the insurance carriers. Accounts receivable, net also includes trade receivables from Healthcare Services primarily due to pharmacy sales to customers who are covered by third-party payers (e.g., pharmacy benefit managers, insurance companies, and governmental agencies), and are stated net of allowance for uncollectability. The Company recorded an allowance for uncollectability as of June 30, 2022 and 2021, of $0.6 million and less than $0.1 million, respectively. Commissions Receivable —Commissions receivable are contract assets that represent estimated variable consideration for performance obligations that have been satisfied but payment is not due as the underlying policy has not renewed yet. The current portion of commissions receivable are future renewal commissions expected to be renewed and collected in cash within one year, while the non-current portion of commissions receivable are expected to be collected beyond one year. Contract assets are reclassified as accounts receivable, net when the rights to the renewal commissions become unconditional, which is primarily upon renewal of the underlying policy, typically on an annual basis. Cost of Revenue —Cost of revenue represents the direct costs associated with fulfilling the Company’s obligations to its customers, primarily compensation, benefits, and licensing for: sales agents, CSA’s, pharmacists, pharmacy technicians, fulfillment specialists, and others directly engaged in serving customers, in addition to inventory costs for SelectRx. Inventory —Inventory consists of SelectRx pharmaceuticals, which are carried at the lower of cost (weighted average cost) or net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, with a normal margin to sell. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Inventory is included in other current assets in the consolidated balance sheet. Share-Based Compensation —The Company applies the fair value method under ASC 718, Compensation—Stock Compensation (“ASC 718”), in accounting for share-based compensation to employees. Under ASC 718, compensation cost is measured at the grant date based on the fair value of the equity instruments awarded and is recognized over the period during which an employee is required to provide service in exchange for the award, or the requisite service period, which is usually the vesting period. The fair value of the equity award granted is estimated on the date of the grant. Marketing and Advertising Expenses —Direct costs related to marketing and advertising the Company’s services are expensed in the period incurred. Advertising expense was $418.0 million, $329.4 million, and $162.8 million for the years ended June 30, 2022, 2021, and 2020, respectively. Income Taxes —The Company accounts for income taxes using an asset and liability method. Deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future years. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company applies ASC 740, Income Taxes (“ASC 740”), in accounting for uncertainty in income taxes recognized in the Company’s consolidated financial statements. ASC 740 requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured pursuant to ASC 740 and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Comprehensive Income —Comprehensive income is comprised of net income and the effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges, less amounts reclassified into earnings. Recent Accounting Pronouncements Not Yet Adopted —In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires that an acquirer recognize and measure contract assets and contr |
Acquisitions
Acquisitions | 12 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | ACQUISITIONS In accordance with ASC 805, the Company allocates the fair value of purchase consideration 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 InsideResponse, LLC —On May 1, 2020, the Company acquired 100% of the outstanding membership units of InsideResponse, an online marketing consulting firm the Company previously purchased leads from, for an aggregate purchase price of up to $65.0 million (subject to customary adjustments), as set forth in the Agreement and Plan of Merger, as amended on May 1, 2020 (the “Merger Agreement”). The purchase price was comprised of $32.7 million, which was paid in cash at the closing of the transaction and an earnout of up to $32.3 million, which was paid in full in cash during the year ended June 30, 2021, as InsideResponse achieved the applicable earnout target for calendar year 2020, as set forth in the Merger Agreement. Additionally, during the year ended June 30, 2021, the Company recorded $1.5 million in other expense, net in the consolidated statement of comprehensive income as an adjustment to the fair market value of the earnout liability. Under the terms of the Merger Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 32,700 Fair value of earnout 30,437 Net working capital true-up (1) 3,527 Closing cash 904 Closing indebtedness (476) Total purchase consideration $ 67,092 (1) The Company recorded a $0.1 million measurement period adjustment to the carrying amount of goodwill related to the net working capital true-up for the year ended June 30, 2021. 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 expected synergies in streamlining the Company's marketing and advertising process by consolidating a primary vendor into its marketing team, providing full access to a rapidly growing and scalable lead generation strategy, guaranteeing our ability to consume more leads and reducing cost. This acquired goodwill is allocated to the Senior reporting unit which is part of the Senior segment, and approximately $5.0 million is deductible for tax purposes. 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 $ 955 Accounts receivable 8,220 Other current assets 459 Property and equipment, net 51 Accounts payable (2,922) Accrued expenses (737) Other current liabilities (8) Other liabilities (1) Net tangible assets acquired 6,017 Trade Name 5 years 2,680 Proprietary Software 2-5 years 1,042 Non-compete agreements 3 years 192 Customer relationships 7 years 16,069 Goodwill Indefinite 41,092 Total intangible assets acquired 61,075 Net assets acquired $ 67,092 The Company will amortize the intangible assets acquired on a straight-line basis over their estimated remaining lives, ranging from two 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 consolidated statement of comprehensive income. During calendar year 2021, the lead distribution company did not achieve the minimum earnout target as set forth in the Asset Purchase Agreement. However, the remaining holdback was earned in full, as the lead distribution company did not fall below the underperformance thresholds as set forth in the Asset Purchase Agreement. The Company settled the remaining holdback of $5.5 million, with interest, after the net working capital true-up of $0.5 million, during the year ended June 30, 2022. 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 reporting unit which is part of the Senior segment, and $1.6 million will be deductible for tax purposes after adding back acquisition costs and settling the remaining holdback. 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, Inc., now SelectRx, a closed-door, long term care pharmacy provider, 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 consolidated statement of comprehensive income. In addition, as a result of the acquisition, the Company has entered into an operating lease with the former President and Chief Executive Officer of Express Med Pharmaceuticals, now our Executive Vice President of SelectRx. Refer to Note 5 in the 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 consolidated statement of comprehensive income in the period in which it is earned. As of June 30, 2022, the Company has accrued compensation expense of $1.0 million, as the second earnout provision has been achieved. Subsequent to June 30, 2022, but prior to the report date, the Company settled the remaining holdback, net of adjustments, for $2.3 million. 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 Healthcare Services reporting unit which is part of the Senior segment, and $16.3 million will 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 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 Healthcare Services reporting unit which is part of the Senior segment, 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 June 30, 2022, Simple Meds generated $14.6 million of pharmaceutical sales revenue recorded in other revenue in the consolidated statement of comprehensive income. |
Property And Equipment_Net
Property And Equipment—Net | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment—Net | PROPERTY AND EQUIPMENT—NET Property and equipment—net consisted of the following as of June 30: (in thousands) 2022 2021 Computer hardware $ 23,303 $ 13,351 Machinery and equipment (1) 15,051 2,667 Leasehold improvements 20,269 18,525 Furniture and fixtures 4,605 5,004 Work in progress 2,810 7,220 Total 66,038 46,767 Less accumulated depreciation (24,234) (17,257) Property and equipment—net $ 41,804 $ 29,510 (1) Includes financing lease right-of-use assets. Work in progress primarily represents computer equipment and machinery not yet put into service and not yet being depreciated. Depreciation expense for the years ended June 30, 2022, 2021, and 2020, was $11.8 million, $7.7 million, and $5.2 million, respectively. |
Software_Net
Software—Net | 12 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Software—Net | SOFTWARE—NET Software—net consisted of the following as of June 30: (in thousands) 2022 2021 Software $ 26,049 $ 16,530 Work in progress 4,162 3,826 Total 30,211 20,356 Less accumulated amortization (13,910) (7,745) Software—net $ 16,301 $ 12,611 Work in progress primarily represents costs incurred for software not yet put into service and not yet being amortized. For the years ended June 30, 2022, 2021, and 2020, the Company capitalized internal-use software and website development costs of $8.4 million, $7.6 million, and $5.8 million, respectively, and recorded amortization expense of $6.3 million, $3.9 million, and $2.2 million, respectively. |
Leases
Leases | 12 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | LEASES The 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; Overland Park, Kansas; Des Moines, Iowa; Oakland, California; Indianapolis, Indiana; and Monaca, Pennsylvania (note that SelectRx leases the Monaca facility from an Executive Vice President of SelectRx. 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 up to thirteen years. The Company executed noncancelable subleases for portions of its office facilities in Overland Park, Kansas and Centennial, Colorado. These subleases commenced or are expected to commence March 23, 2022; June 9, 2022; July 1, 2022; and September 2, 2022, run through the remaining terms of the primary leases, and are expected to generate a combined $14.3 million in sublease income. Sublease income is recorded on a straight-line basis as a reduction of lease expense in the consolidated statements of comprehensive income. The Company may consider entering into additional sublease arrangements in the future. In addition, during the three months ended March 31, 2022, the Company exercised an early termination option for the Des Moines, Iowa office lease, with a new termination date of September 30, 2022, resulting in an early termination penalty of $0.3 million, which was recorded as part of the remeasurement of the operating lease liability and will result in accelerated amortization of the right-of-use asset over the shortened remaining term of the lease. Subsequent to the year ended June 30, 2022, the Company has exercised an early termination option for a portion of its office facilities in Overland Park, Kansas, with a new termination date of July 31, 2023, resulting in an early termination penalty of $0.9 million. The early termination penalty, which will be paid in two separate installments, will be recorded as part of the remeasurement of the operating lease liability, and will result in accelerated amortization of the right-of-use asset over the shortened remaining term of the lease. Right-of-Use Asset and Lease Liability —The right-of-use assets and lease liabilities were as follows as of June 30, 2022: (in thousands) Balance Sheet Classification 2022 2021 Assets Operating leases Operating lease right-of-use assets $ 28,016 $ 31,414 Finance leases Property and equipment - net 261 181 Total lease right-of-use assets 28,277 31,595 Liabilities Current Operating leases Operating lease liabilities - current 5,261 5,289 Finance leases Other current liabilities 136 188 Non-current Operating leases Operating lease liabilities 33,946 38,392 Finance leases Other liabilities 129 27 Total lease liabilities $ 39,472 $ 43,896 Lease Costs —The components of lease costs were as follows for the periods presented: Year Ended June 30, Year Ended June 30, (in thousands) 2022 2021 Finance lease costs (1) $ 181 $ 245 Operating lease costs (2) 7,996 7,843 Short-term lease costs 108 172 Variable lease costs (3) 842 1,195 Sublease income (690) (975) Total net lease costs $ 8,437 $ 8,480 (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 consolidated statements of comprehensive income. (2) Recorded in operating costs and expenses in the 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 consolidated statements of comprehensive income. Supplemental Information —Supplemental information related to leases was as follows as of and for the periods presented: Year Ended June 30, Year Ended June 30, 2022 2021 (in thousands) Operating leases Finance leases Total Operating leases Finance leases Total Cash paid for amounts included in measurement of liabilities: Operating cash flows from leases $ 9,561 $ 12 $ 9,573 $ 7,228 $ 11 $ 7,239 Financing cash flows from leases — 199 199 — 262 262 Right-of-use assets obtained in exchange for new lease liabilities $ 654 $ 249 $ 903 $ 5,618 $ 194 $ 5,812 Year Ended June 30, Year Ended June 30, 2022 2021 Operating leases Finance leases Operating leases Finance leases Weighted-average remaining lease term (in years) 6.56 3.20 7.20 1.14 Weighted-average discount rate 9.55 % 5.64 % 9.58 % 6.44 % Maturities of Lease Liabilities —As of June 30, 2022, 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 2023 8,710 146 8,856 2024 9,032 38 9,070 2025 9,203 38 9,241 2026 7,040 38 7,078 2027 5,666 32 5,698 Thereafter 12,885 — 12,885 Total undiscounted lease payments 52,536 292 52,828 Less: interest 13,329 27 13,356 Present value of lease liabilities $ 39,207 $ 265 $ 39,472 Sublease income —As of June 30, 2022, the future minimum fixed sublease receipts under non-cancelable operating lease agreements are as follows: (in thousands) Total 2023 873 2024 2,515 2025 2,736 2026 2,121 2027 1,970 Thereafter 4,024 Total sublease income $ 14,239 seven |
Leases | LEASES The 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; Overland Park, Kansas; Des Moines, Iowa; Oakland, California; Indianapolis, Indiana; and Monaca, Pennsylvania (note that SelectRx leases the Monaca facility from an Executive Vice President of SelectRx. 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 up to thirteen years. The Company executed noncancelable subleases for portions of its office facilities in Overland Park, Kansas and Centennial, Colorado. These subleases commenced or are expected to commence March 23, 2022; June 9, 2022; July 1, 2022; and September 2, 2022, run through the remaining terms of the primary leases, and are expected to generate a combined $14.3 million in sublease income. Sublease income is recorded on a straight-line basis as a reduction of lease expense in the consolidated statements of comprehensive income. The Company may consider entering into additional sublease arrangements in the future. In addition, during the three months ended March 31, 2022, the Company exercised an early termination option for the Des Moines, Iowa office lease, with a new termination date of September 30, 2022, resulting in an early termination penalty of $0.3 million, which was recorded as part of the remeasurement of the operating lease liability and will result in accelerated amortization of the right-of-use asset over the shortened remaining term of the lease. Subsequent to the year ended June 30, 2022, the Company has exercised an early termination option for a portion of its office facilities in Overland Park, Kansas, with a new termination date of July 31, 2023, resulting in an early termination penalty of $0.9 million. The early termination penalty, which will be paid in two separate installments, will be recorded as part of the remeasurement of the operating lease liability, and will result in accelerated amortization of the right-of-use asset over the shortened remaining term of the lease. Right-of-Use Asset and Lease Liability —The right-of-use assets and lease liabilities were as follows as of June 30, 2022: (in thousands) Balance Sheet Classification 2022 2021 Assets Operating leases Operating lease right-of-use assets $ 28,016 $ 31,414 Finance leases Property and equipment - net 261 181 Total lease right-of-use assets 28,277 31,595 Liabilities Current Operating leases Operating lease liabilities - current 5,261 5,289 Finance leases Other current liabilities 136 188 Non-current Operating leases Operating lease liabilities 33,946 38,392 Finance leases Other liabilities 129 27 Total lease liabilities $ 39,472 $ 43,896 Lease Costs —The components of lease costs were as follows for the periods presented: Year Ended June 30, Year Ended June 30, (in thousands) 2022 2021 Finance lease costs (1) $ 181 $ 245 Operating lease costs (2) 7,996 7,843 Short-term lease costs 108 172 Variable lease costs (3) 842 1,195 Sublease income (690) (975) Total net lease costs $ 8,437 $ 8,480 (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 consolidated statements of comprehensive income. (2) Recorded in operating costs and expenses in the 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 consolidated statements of comprehensive income. Supplemental Information —Supplemental information related to leases was as follows as of and for the periods presented: Year Ended June 30, Year Ended June 30, 2022 2021 (in thousands) Operating leases Finance leases Total Operating leases Finance leases Total Cash paid for amounts included in measurement of liabilities: Operating cash flows from leases $ 9,561 $ 12 $ 9,573 $ 7,228 $ 11 $ 7,239 Financing cash flows from leases — 199 199 — 262 262 Right-of-use assets obtained in exchange for new lease liabilities $ 654 $ 249 $ 903 $ 5,618 $ 194 $ 5,812 Year Ended June 30, Year Ended June 30, 2022 2021 Operating leases Finance leases Operating leases Finance leases Weighted-average remaining lease term (in years) 6.56 3.20 7.20 1.14 Weighted-average discount rate 9.55 % 5.64 % 9.58 % 6.44 % Maturities of Lease Liabilities —As of June 30, 2022, 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 2023 8,710 146 8,856 2024 9,032 38 9,070 2025 9,203 38 9,241 2026 7,040 38 7,078 2027 5,666 32 5,698 Thereafter 12,885 — 12,885 Total undiscounted lease payments 52,536 292 52,828 Less: interest 13,329 27 13,356 Present value of lease liabilities $ 39,207 $ 265 $ 39,472 Sublease income —As of June 30, 2022, the future minimum fixed sublease receipts under non-cancelable operating lease agreements are as follows: (in thousands) Total 2023 873 2024 2,515 2025 2,736 2026 2,121 2027 1,970 Thereafter 4,024 Total sublease income $ 14,239 seven |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 12 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Statement Information | SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Cash and cash equivalents— As of June 30, 2022 and 2021, cash equivalents included a money market account primarily invested in cash, U.S. Government securities, and repurchase agreements that are collateralized fully. Cash and cash equivalents consisted of the following as of June 30: (in thousands) 2022 2021 Cash $ 140,248 $ 25,713 Money market funds 749 260,741 Total cash and cash equivalents $ 140,997 $ 286,454 Other current assets — Other current assets consisted of the following as of June 30: (in thousands) 2022 2021 Prepaid expenses (1) $ 7,943 $ 2,327 Inventory (2) 5,754 176 Other receivables (3) 2,054 1,983 Total other current assets $ 15,751 $ 4,486 (1) Prepaid expenses primarily consists of amounts prepaid for future services and other contractual arrangements for which we have yet to receive benefit. (2) Inventory consists of SelectRx pharmaceuticals. (3) Other receivables primarily consists of tax incentive payments and lead monetization not yet received. Other current liabilities — Other current liabilities consisted of the following as of June 30: (in thousands) 2022 2021 Commission advances (1) $ 8,029 $ 5,080 Unrealized loss on interest rate swap contract — 236 Financing lease liabilities-short term 136 188 Total other current liabilities $ 8,165 $ 5,504 (1) Commission advances as of June 30, 2022 and 2021, includes a $3.4 million and $5.1 million contract liability related to advance payments of future commission revenue and marketing development funds for which the performance obligation has not yet been met. Additionally, as of June 30, 2022, there was a $4.6 million refund liability related to certain final expense policies where the upfront payments exceeded accounts receivable owed from certain Life insurance carrier customers due to anticipated lapsed policies. Other liabilities — Other liabilities consisted of the following as of June 30: (in thousands) 2022 2021 Payroll tax liabilities-long term — 4,332 Acquisition holdback — 5,730 Financing lease liabilities-long term 129 27 Third-party commission liabilities 1,824 1,286 Other (1) 1,032 368 Total other liabilities $ 2,985 $ 11,743 (1) Other noncurrent liabilities consists of revenue sharing obligations expected to settle beyond one year from the balance sheet date as well as security deposits related to our subleases. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | INTANGIBLE ASSETS AND GOODWILL Intangible assets — The carrying amounts, accumulated amortization, net carrying value, and weighted average remaining life of our definite-lived amortizable intangible assets are presented in the tables below as of June 30 (dollars in thousands, useful life in years): 2022 2021 Gross Carrying Amount Impairment Charges Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 17,492 $ — $ (6,232) $ 11,260 $ 17,122 $ (3,448) $ 13,674 Trade name 2,680 — (1,161) 1,519 2,680 (625) 2,055 Proprietary software 1,592 (336) (816) 440 1,592 (382) 1,210 Non-compete agreements 1,292 — (445) 847 1,292 (163) 1,129 Vendor relationships 23,700 (2,811) (3,700) 17,189 23,700 (1,098) 22,602 Total intangible assets $ 46,756 $ (3,147) $ (12,354) $ 31,255 $ 46,386 $ (5,716) $ 40,670 The Company's intangible assets include those long-lived intangible assets acquired as part of the acquisitions discussed in Note 2 to the consolidated financial statements. 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. As impairment triggers existed during the three months ended June 30, 2022, the Company performed a recoverability analysis as discussed below. There were no impairment triggers identified with respect to the Company’s long-lived assets during the years ended June 30, 2021 and 2020. During the three months ended June 30, 2022, the Company determined that impairment triggers existed for one of the vendor relationships recognized through the acquisition of substantially all of the assets of a lead distribution company (refer to Note 2 to the consolidated financial statements for further details), in part due to concern over lead quality and ultimately as a result of restructuring efforts undertaken by the vendor which led to their withdrawal from the insurance space. As such, the Company compared the carrying amount of the asset group, which is included in the Senior segment, to its expected future undiscounted cash flows and determined that the asset group as a whole is recoverable. However, because the Company does not expect any future economic benefit to be derived from this relationship, the Company recorded an impairment charge to the Senior segment for the remaining net book value of $2.8 million for the year ended June 30, 2022, in general and administrative expense in the consolidated statement of comprehensive income. In addition, during the three months ended June 30, 2022, the Company determined that impairment triggers existed for the proprietary software acquired through the Express Med acquisition (refer to Note 2 to the consolidated financial statements for further details), as the software is to be phased out prior to the end of its remaining expected useful life. As the Company does not expect to receive future economic benefit from the use of the software after June 30, 2022, the Company recorded an impairment charge to the Senior segment for the remaining net book value of $0.3 million during the year ended June 30, 2022, in general and administrative expense in the consolidated statement of comprehensive income. For the years ended June 30, 2022, 2021, and 2020, amortization expense related to intangible assets totaled $6.6 million, $4.6 million, $0.5 million, respectively, recorded in general and administrative expense in the consolidated statements of comprehensive income. The weighted-average remaining useful life of intangible assets was 6.2 and 7.1 years as of June 30, 2022 and 2021, respectively. As of June 30, 2022, expected amortization expense in future fiscal periods were as follows (in thousands): Trade Name Proprietary Software Non-compete agreements Vendor Relationships Customer relationships Total 2023 $ 536 $ 156 $ 273 $ 2,267 $ 2,385 $ 5,617 2024 536 156 220 2,267 2,319 5,498 2025 447 128 220 2,267 2,316 5,378 2026 — — 134 2,267 2,313 4,714 2027 — — — 2,267 1,927 4,194 Thereafter — — — 5,854 — 5,854 Total $ 1,519 $ 440 $ 847 $ 17,189 $ 11,260 $ 31,255 Goodwill— Goodwill consisted of the following as of June 30: Balance, June 30, 2021 Goodwill from the acquisition of Simple Meds Goodwill re-allocation Goodwill impairment Balance, June 30, 2022 Goodwill-Auto & Home $ 5,364 $ — $ — $ (5,364) $ — Goodwill-Senior 62,655 5,713 (29,136) (39,232) — Goodwill- Healthcare Services — — 29,136 — 29,136 Total goodwill $ 68,019 $ 5,713 $ — $ (44,596) $ 29,136 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 discussed in Note 2 to the consolidated financial statements. 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. The table below shows the Company’s goodwill and related reporting units and reportable segments: Acquisition Reporting Unit Reportable Segment Auto & Home-controlling interest Auto & Home Auto & Home InsideResponse Senior Senior Lead distribution company Senior Senior Express Med Pharmaceuticals Healthcare Services Senior Simple Meds Healthcare Services Senior The Company performed its annual goodwill impairment testing as of April 1 and for each reporting unit a quantitative analysis was conducted utilizing the discounted cash flow method under the income approach and the peer-based guideline public company method under the market approach with a weighting of 75% and 25%, respectively, and incorporating the use of significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy of ASC 820. For the discounted cash flow method, discount rates (ranging from 10.1% to 14.3%) were determined using the weighted average cost of capital which considers market and industry data as well as company-specific risk factors for each reporting unit in determining the appropriate discount rate to be used. For the peer-based guideline public company method, the reporting unit’s fair value was determined through review of published multiples of earnings of comparable entities with similar operations and economic characteristics and applying the multiples to various financial data of the reporting unit. Based on the quantitative analysis, the Company determined that the fair value of the Auto & Home reporting unit was less than its carrying value. Accordingly, the Company recorded a goodwill impairment charge of $5.4 million to goodwill impairment in the consolidated statement of comprehensive income for the year ended June 30, 2022, representing the entirety of the goodwill assigned to the Auto & Home reporting unit. In addition, as part of the Company’s annual goodwill impairment testing of Senior as of April 1, the Company determined that a reassessment of the reporting units was appropriate, as the Company no longer views the components within Senior as a single reporting unit due to their growing divergence from what were previously similar economic characteristics. Accordingly, the Company separated the Healthcare Services business from the Senior reporting unit and into its own reporting unit. Using the relative fair value approach, goodwill of $39.2 million and $29.1 million were re-allocated to Senior and Healthcare Services, respectively. The Company tested the Senior goodwill for impairment and determined that the fair value of the Senior reporting unit was less than its carrying value. Accordingly, the Company recorded impairment charges of $39.2 million to goodwill impairment in the consolidated statement of comprehensive income for the year ended June 30, 2022. The impairment was primarily driven by the Company’s change in strategic direction for fiscal year 2023, including reducing the growth in the Senior MA distribution business while increasing the focus on Healthcare Services and its growing SelectRx membership. Goodwill for the Healthcare Services reporting unit was not impaired based on the analysis performed, as the reporting unit’s fair value substantially exceeded its carrying amount. There were no goodwill impairment charges recorded during the years ended June 30, 2021 and 2020. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jun. 30, 2022 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS The Company has a pretax savings plan covering nearly all of its employees that is intended to qualify under Section 401(k) of the Internal Revenue Code. The Company matches each employee’s contributions up to 2% per plan year. Additionally, the Company may make a discretionary profit-sharing contribution based on achieving certain financial metrics to individuals who’ve participated in the plan during the year. The Company’s contributions were $3.0 million, $3.6 million, $2.1 million for the years ended June 30, 2022, 2021, and 2020, respectively. In addition, the Company offers an employee stock purchase plan (the “ESPP”), which was amended and restated effective as of April 1, 2022. The purpose of the ESPP is to provide the Company's eligible employees with an opportunity to purchase shares on the exercise date at a price equal to 85% of the fair market value of the Company’s common stock as of either the exercise date or the first day of the relevant offering period, whichever is lesser. Refer to note 12 to the consolidated financial statements for further detail. The Company maintains self-insured medical benefit plans for its employees. The accrued liabilities associated with this program are based on the Company's estimate of the ultimate costs to settle known claims as well as claims incurred but not yet reported as of the balance sheet date. The accrued liability for our self-insured benefit plans, which is included in accrued compensation and benefits on the consolidated balance sheets, was $2.5 million and $1.8 million as of June 30, 2022, and 2021, respectively. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company uses derivative financial instruments to hedge against its exposure to fluctuations in interest rates associated with the Term Loans (as defined in Note 10 to the consolidated financial statements). To accomplish this hedging strategy, the Company enters into interest rate swaps designated as cash flow hedges that are designed to be highly correlated to the underlying terms of the debt instruments to which their forecasted, variable-rate payments are tied. To qualify for hedge accounting, the Company documents and assesses effectiveness at inception and in subsequent reporting periods. The fair value of interest rate swaps are recorded on the consolidated balance sheets as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive income. The changes in fair value are reclassified from accumulated other comprehensive income into earnings as an offset to interest expense, net in the same period that the hedged items affect earnings. The Company does not engage in the use of derivative instruments for speculative or trading purposes. As of June 30, 2022, 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. As of June 30, 2022, the Amended Interest Rate Swap had a fair value of $15.2 million and was recorded in other assets in the consolidated balance sheet. 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 June 30, 2022, the Company estimates that $6.8 million will be reclassified into interest expense during the next twelve months. The following table presents the fair value of the Company’s derivative financial instrument on a gross basis, as well as its classification on the Company’s consolidated balance sheets as of June 30: (in thousands) 2022 2021 Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash flow hedge Other assets $ 15,219 Other current liabilities $ (236) The following table presents the unrealized gains (losses) deferred to accumulated other comprehensive income (loss) resulting from the Company’s derivative instruments designated as cash flow hedging instruments as of June 30: (in thousands) 2022 2021 Unrealized gain (loss), before taxes $ 14,621 $ 1,251 Income tax (expense) benefit (3,752) (310) Unrealized gain (loss), net of taxes $ 10,869 $ 941 The following table presents information about the reclassification of gains and losses from accumulated other comprehensive income (loss) into earnings resulting from the Company’s derivative instruments designated as cash flow hedging instruments as of June 30: (in thousands) 2022 2021 Interest expense, net $ 835 $ 721 Income tax benefit (217) (179) Net reclassification into earnings $ 618 $ 542 Amounts included in accumulated other comprehensive income (loss) are recorded net of the related income tax effects. The following table details the changes in accumulated other comprehensive income (loss): (in thousands) Derivative Instruments Balance at June 30, 2021 $ 229 Unrealized gains, net of related tax expense of $3.8 million 10,869 Amount reclassified into earnings, net of related taxes of $0.2 millions 618 Balance at June 30, 2022 $ 11,716 |
Debt
Debt | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt consisted of the following as of June 30: (in thousands) 2022 2021 Term Loans $ 469,552 $ 471,912 DDTL Facility 243,775 — Unamortized debt issuance costs (2,857) (4,081) Unamortized debt discount (4,878) (6,428) Total debt 705,592 461,403 Less current portion of long-term debt: (7,169) (2,360) Long-term debt $ 698,423 $ 459,043 Senior Secured Credit Facility — 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. as a lender and the administrative agent for a syndicate of lenders party to the agreement (replaced by Wilmington Trust as administrative agent effective February 24, 2022). On February 24, 2021, November 2, 2021, and December 23, 2021, the Company entered into amendments to the credit agreement ( individually, the “First Amendment”, “Second Amendment”, and “Third Amendment” , together with the original credit agreement and any subsequent amendments, the “Senior Secured Credit Facility” ) with certain of its existing lenders and new lenders. The First Amendment provided for an additional $231.0 million in term loans (together with the initial $425.0 million, the “Term Loans”) and added a $145.0 million se nior secured delayed draw term loan facility (the "DDTL Facility") . T he Company recognized a $3.3 million loss on debt extinguishment in the consolidated statement of comprehensive income for the year ended June 30, 2021, as part of the First Amendment. The Second Amendment provided for additional commitments of $25.0 million, in addition to the initial $75.0 million, for the s ecured revolving loan facility (the “Revolving Credit Facility”) and an additional $200.0 million under the DDTL Facility. The Third Amendment provided for additional commitments of $35.0 million under the Revolving Credit Facility. After giving effect to the amendments, in aggregate, the Senior Secured Credit Facility provides for (1) an aggregate principal amount of up to $135.0 million under the Revolving Credit Facility (2) Term Loans in an aggregate principal amount of $656.0 million, of which $469.6 million is outstanding as of June 30, 2022, and (3) a $345.0 million DDTL Facility, of which $243.8 million is outstanding as of June 30, 2022. 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 the DDTL Facility bear interest on the outstanding principal amounts 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, and the Term Loans became 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 also became mandatorily repayable beginning March 31, 2022, in equal quarterly installments equal to 0.25% of all DDTL Facility loans that have been outstanding for a full fiscal quarter prior to each such repayment date, with the remaining balance payable on the maturity date. As of June 30, 2022, the Company has made principal payments of $2.4 million and $1.2 million on the Term Loans and DDTL Facility, respectively. 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 June 30, 2022, 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 $27.1 million in debt issuance costs and debt discounts related to the Senior Secured Credit Facility, of which $22.9 million was capitalized and is being amortized on a straight-line basis over the remaining life of the Senior Secured Credit Facility. Total amortization of debt issuance costs was $5.5 million, $3.3 million, and $2.3 million, for the years ended June 30, 2022, 2021 and 2020, respectively, which was included in interest expense, net in the Company’s consolidated statements of comprehensive income. On August 26, 2022, the Comp any entered into the Fourth Amendment to the Senior Secured Credit Facility (the “Fourth Amendment”) with certain of its existing lenders. The Fourth Amendment amends the Senior Secured Credit Facility to, among other things, (1) amend the Company’s existing financial covenant to better align with its business plan and add an additional minimum liquidity covenant, (2) terminate certain DDTL commitments and reduce the Revolving Credit Facility from $135.0 million to $100.0 million, (3) introduce a minimum asset coverage ratio for any borrowing on the Revolving Credit Facility t hat would result in a total revolving exposure of more than $50.0 million, and (4) provide certain lenders with the right to appoint a representative to observe meetings of the Company’s board of directors and certain of its committees. Following the Fourth Amendment, the Revolving Credit Facility will accrue interest on amounts drawn at a rate per annum equal to either (a) SOFR (subject to a floor of 1.0%) plus 5.0% or (b) a base rate plus 4.0%, at the Company’s option. The Term Loans will bear interest on the outstanding principal amount thereof at a rate per annum equal to either (a) SOFR (subject to a floor of 0.75%) plus 6.00% in cash plus 2.00% payable in kind or (b) a base rate plus 5.00% in cash plus 2.00% payable in kind, at the Company’s option. From and after October 1, 2023, the cash and paid in kind interest rate with respect to the Term Loans will rise 0.50% and 1.00% respectively. Pursuant to the terms of the Fourth Amendment, each consenting lender received an amendment fee equal to 1.00% of the Term Loans held by such consenting lender and 0.50% of the Revolving Credit Facility commitments held by such consenting lender, in each case immediately after giving effect to the Fourth Amendment. In addition, the Fourth Amendment provides for the Company to pay a revolving credit termination fee of $0.5 million for the ratable account of each revolving lender upon the termination of all revolving loan commitments. The obligations of the Company under the Senior Secured Credit Facility continue to be guaranteed by certain of the Company’s subsidiaries, and secured by a security interest in all assets of the Company, subject to certain exceptions detailed in the Fourth Amendment and related ancillary documentation. In connection with the Fourth Amendment, two of the Company’s subsidiaries, SelectQuote Ventures, Inc., and Population Health, Inc., became guarantors of the Senior Secured Credit Facility. As of August 29, 2022, the available borrowing capacity under the Revolving Credit Facility was $100.0 million. Non-Recourse Debt —On December 14, 2018, the Company entered into a senior secured delayed draw credit facility (as amended, the “Receivables Financing Agreement”). Pursuant to the Receivables Financing Agreement, the Company had access to a senior secured delayed draw credit facility consisting of up to $30.0 million aggregate principal amount of commitments (the “Commitment”). Over the life of the Receivables Financing Agreement, we received $32.8 million in proceeds from seven draws on the facility and made principal payments of $4.5 million. On June 8, 2020, the Company repaid in full all of its and its subsidiaries’ indebtedness and other obligations totaling $29.3 million under the Receivables Financing Agreement. The Company repaid the outstanding debt using proceeds from the IPO. Concurrently with the repayment, all security interests and liens held by the Collateral Agent (as defined in the Receivables Financing Agreement) were terminated and released and the Receivables Financing Agreement was terminated. As a result of the repayment, the Company recorded a $1.2 million loss on debt extinguishment in the consolidated statement of comprehensive income for the year ended June 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Lease Obligations —Refer to Note 5 to the 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 governmental inquiries in the ordinary course of business. Such matters may include insurance regulatory claims; commercial, tax, employment, or intellectual property disputes; matters relating to competition and sales practices; claims for damages arising out of the use of the Company’s services. The Company may also become subject to lawsuits related to past or future acquisitions, divestitures, or other transactions, including matters related to representations and warranties, indemnities, and assumed or retained liabilities. The Company is not currently 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; however, in the event of unexpected developments, it is possible that the ultimate resolution of certain ongoing matters, if unfavorable, could be materially adverse to our business, prospects, financial condition, liquidity, results of operation, cash flows, or capital levels. Securities Class Actions and Stockholder Derivative Suit On August 17, 2021, a putative securities class action lawsuit captioned Hartel v. SelectQuote, Inc., et al. , Case No. 1:21-cv-06903 (“the Hartel Action”) 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 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 captioned West Palm Beach Police Pension Fund v. SelectQuote, Inc., et al. , Case No. 1:21-cv-08279 (“the WPBPPF Action”), 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 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. On October 15, 2021, a motion to consolidate the Hartel Action and the WPBPPF Action (together, the “Securities Class Actions”) was filed. Certain plaintiffs and their counsel have moved to be appointed lead plaintiff. Those motions are pending before the court. On March 25, 2022, a stockholder derivative action captioned Jadlow v. Danker, et al. , Case No. 1:22-cv-00391 (“the Jadlow Action”) was filed in the U.S. District Court for the District of Delaware by an alleged stockholder of the Company, purportedly on the Company’s behalf. The lawsuit was brought against certain of the Company’s current and former directors and officers, and against the Company, as nominal defendant. The complaint alleges that certain of the defendants violated Section 14(a) 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. The complaint also asserts claims against all defendants for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets based on the same general underlying conduct and seeks contribution under Sections 10(b) and 21D of the Exchange Act and Section 11(f) of the Securities Act from the individual defendants named in the Securities Class Actions. The complaint seeks unspecified damages for the Company, restitution, reformation and improvement of its corporate governance and internal procedures regarding compliance with laws, and reimbursement of costs and attorneys’ fees. On July 25, 2022, the Jadlow action was transferred to the U.S. District Court for the Southern District of New York, where it was assigned Case No. 1:22-cv-06290 and referred to Judge Alvin K. Hellerstein as possibly related to the Hartel Action. On August 4, 2022, Judge Hellerstein accepted the Jadlow action as related to the Hartel Action and, on August 10, 2022, granted the parties’ joint stipulation to stay the Jadlow action pending the resolution of an anticipated motion to dismiss the Securities Class Actions. We currently believe that these matters will not have a material adverse effect on any of our results of operations, financial condition or liquidity; however, depending on how the matters progress, they could be costly to defend and could divert the attention of management and other resources from operations. The Company has not concluded that a loss related to these matters is probable and, therefore, has not accrued a liability related to these matters. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | SHAREHOLDERS' EQUITY Common Stock —As of June 30, 2022, the Company has reserved the following authorized, but unissued, shares of common stock: ESPP 877,092 Stock awards outstanding under 2020 Plan 4,604,004 Stock awards available for grant under 2020 Plan 9,669,190 Options outstanding under 2003 Plan 1,701,240 Total 16,851,526 Secondary Offering —On March 8, 2021, the Company completed a secondary public offering ("Secondary Offering") of 10,600,000 shares of the Company’s common stock, par value $0.01 per share, by certain shareholders of the Company. The Company did not sell any shares of common stock and did not receive any proceeds from the Secondary Offering. Therefore, the offering did not increase the number of shares of common stock that are currently outstanding. Preferred Stock —Upon the closing of the Company's IPO, al l outstanding shares of preferred stock converted on an 8:1 basis into common stock. The conversion resulted in an impact to additional paid-in capital in the consolidated balance sheet of $0.2 million as of June 30, 2020. On April 17, 2020 and May 6, 2020, the Company issued and sold an aggregate of 100,000 shares and 35,000 shares, respectively, of its Series E preferred stock to certain “accredited investors” (as defined in Regulation D promulgated under the Securities Act), at a purchase price of $1,000 per share, for aggregate proceeds of $135.0 million and net proceeds to the Company of $129.4 million after deducting commissions and expenses. In connection with the sale of these shares, the Company entered into Investor Rights Letters with the purchasers of the Series E preferred stock which granted them certain rights, including but not limited to certain preemptive rights and information rights. Upon the closing of the Company's IPO, the foregoing rights terminated, and all outstanding shares of Series E preferred stock automatically converted into 7.5 million shares of common stock at a fixed discount to the initial offering price. The conversion resulted in an impact to additional paid-in capital in the consolidated balance sheet of $0.1 million as of June 30, 2020. Initial Public Offering— On May 26, 2020, the Company completed its IPO whereby 18,000,000 shares of common stock were sold to the public at $20.00 per share (in addition to shares sold by selling stockholders). Net proceeds to the Company from the offering, after deducting underwriting discounts and commissions and offering expenses, were $333.1 million. Treasury Share Retirement —On March 30, 2020, the Company retired 4.0 million shares of its common stock and preferred stock held in treasury. The shares were returned to the status of authorized but unissued shares. As a result, the treasury stock balance was reduced to zero, and the common stock, preferred stock, and retained earnings balances in the consolidated balance sheet were reduced by $0.1 million, $0.2 million, and $77.0 million, respectively, as of June 30, 2020. Stock Split —On February 28, 2020, the Board of Directors of the Company resolved via unanimous written consent to: i) approve an eight-for-one forward stock split pursuant to which each outstanding share of the Company’s common stock would become eight shares of the Company’s common stock (the “Forward Stock Split”), ii) approve an amendment to the Company’s Fifth Amended and Restated Certificate of Incorporation, increasing the number of authorized shares of the Company’s common stock from 23.0 million shares to 700.0 million shares (the “Amendment”), and iii) submit the Amendment to the Company’s stockholders for approval. On February 28, 2020, the holders of more than 50% of the outstanding shares of voting stock of the Company approved the Amendment and the Amendment was filed with the Secretary of State of the State of Delaware. The par value of each share of the Company’s common stock was not adjusted in connection with the aforementioned Forward Stock Split. As per the series A-D preferred stock agreements, shares of preferred stock were precluded from a stock split and thus, the number of shares of preferred stock before and after the split did not change. However, the conversion ratio was split effected. Therefore, the conversion ratio of series A-D preferred stock converting into common stock went from 1:1 to 8:1. Distribution — On November 15, 2019, the Company declared a distribution of $188.7 million on all outstanding common stock and stock options (regardless of vesting status) ($1.96 per share) and $86.3 million on all outstanding preferred stock ($15.66 per share) which was paid on November 20, 2019 (the “Distribution”). Of the Distribution, $265.8 million was paid to existing shareholders and $9.2 million was paid to stock option holders. The Distribution to shareholders was characterized as ordinary dividends up to accumulated earnings at the time of Distribution, with the excess over earnings of $58.4 million treated as a return of capital and recorded as a reduction to additional paid-in capital in the consolidated balance sheet as of June 30, 2020. The Distribution to stock option holders was characterized as an equity restructuring where a one-time large cash payment is made in lieu of modifying the option award as the Company’s stock options plans do not allow for dividends to be distributed to holders of stock options and do not provide any dividend protections. Although no other terms of the option awards were modified, this Distribution resulted in a modification to the outstanding awards and incremental share-based compensation expense was recorded in the consolidated statement of comprehensive income during the year ended June 30, 2020, for the increase in fair value over the original awards of $9.2 million. 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 (other than ISOs, which may be granted only to current employees of the Company) may be granted to employees, non-employee directors, and consultants of the Company and its subsidiaries and affiliates. The number of shares of common stock available for issuance as of June 30, 2022, pursuant to future awards under the Company's 2020 Stock Plan is 9,669,190. 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 consolidated statements of comprehensive income was as follows for the periods presented: Year Ended June 30, (in thousands) 2022 2021 2020 Share-based compensation related to: Equity classified stock options $ 3,145 $ 1,732 $ 9,383 Equity classified RSU's 3,948 2,274 115 Equity classified PSU's (578) 705 — Total $ 6,515 $ 4,711 $ 9,498 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 consolidated statements of comprehensive income. The Company used the following weighted-average assumptions for the stock options granted during the periods presented: Year Ended June 30, 2022 2021 2020 Volatility 36.0% 25.0% 25.1% Risk-free interest rate 1.4% 0.4% 0.7% Dividend yield —% —% —% Assumed forfeitures —% —% —% Expected term (in years) 6.25 6.24 5.94 Weighted-average fair value (per share) $3.36 $4.90 $3.79 The following table summarizes stock option activity under the Stock Plans for the year ended June 30, 2022: 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 $ 8.60 Options granted 2,466,801 10.21 Options exercised (350,406) 3.74 Options forfeited/expired/cancelled (303,323) 17.88 Outstanding—June 30, 2022 5,211,585 $ 9.14 6.97 $ 2,636 Vested and exercisable—June 30, 2022 2,111,443 $ 4.67 3.90 $ 2,636 As of June 30, 2022, there was $8.8 million in unrecognized compensation cost related to unvested stock options granted, which is expected to be recognized over a weighted-average period of 2.79 years. The Company received cash of $3.2 million, $1.9 million, and $5.5 million in connection with stock options exercised during the years ended June 30, 2022, 2021, and 2020. Restricted Stock — The following table summarizes restricted stock unit activity under the 2020 Stock Plan for the year ended June 30, 2022: Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2021 356,285 $ 19.12 Granted 668,413 12.28 Vested (134,940) 19.86 Forfeited (79,448) 17.72 Unvested as of June 30, 2022 810,310 $ 13.50 As of June 30, 2022, there was $8.3 million of unrecognized compensation cost related to unvested restricted stock units granted, which is expected to be recognized over a weighted-average period of 2.16 years. Performance Stock — The following table summarizes performance stock unit activity under the 2020 Stock Plan for the year ended June 30, 2022: Number of Performance Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2021 132,921 $ 17.97 Granted (1) 196,080 17.80 Vested — — Forfeited (45,652) 17.84 Performance adjustment (2) (270,056) Unvested as of June 30, 2022 13,293 $ 17.88 (1) Reflects PSU’s at 100% achievement of predefined financial performance targets. If performance metrics are met, PSU’s will vest at the end of a three-year performance period. The number of shares that could be earned for the fiscal year 2021 tranche will range from 0% to 150% of the target, and the number of shares that could be earned for the fiscal year 2022 tranche will range from 0% to 200% of the target. (2) Represents adjustments to previously granted PSU’s to reflect changes in estimates of future financial performance against targets. As of June 30, 2022, there was $0.1 million of unrecognized compensation cost related to unvested performance stock units granted, which is expected to be recognized over a weighted-average period of 1.17 years. ESPP — The purpose of the ESPP is to provide the Company's eligible employees with an opportunity to purchase shares on the exercise date at a price equal to 85% of the fair market value of the Company’s common stock as of either the exercise date or the first day of the relevant offering period, whichever is lesser. For the year ended June 30, 2022, the Company issued 466,468 shares to its employees and as of June 30, 2022, there are 877,092 shares reserved for future issuance under the plan. The Company recorded share-based compensation expense of $0.5 million and $0.4 million for the years ended June 30, 2022, and 2021, respectively and recorded no share-based compensation expense with respect to the ESPP for the year ended June 30, 2020. |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 12 Months Ended |
Jun. 30, 2022 | |
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: Year Ended June 30, (in thousands) 2022 2021 2020 Senior: Commission revenue: Medicare advantage $ 409,090 $ 595,132 $ 285,957 Medicare supplement 5,224 23,431 34,301 Prescription drug plan (170) 1,652 2,867 Dental, vision, and health 15,056 15,969 7,758 Other commission revenue 5,257 2,156 362 Total commission revenue 434,457 638,340 331,245 Total production bonus revenue 66,888 44,507 25,047 Total other revenue 94,030 45,854 5,381 Total Senior revenue 595,375 728,701 361,673 Life: Commission revenue: Term 65,539 80,588 76,564 Final expense 68,295 74,227 29,123 Total commission revenue 133,834 154,815 105,687 Total production bonus revenue 20,139 22,854 22,103 Total other revenue — — — Total Life revenue 153,973 177,669 127,790 Auto & Home: Total commission revenue 25,851 27,621 38,031 Total production bonus revenue 2,030 3,292 3,158 Total other revenue — — — Total Auto & Home revenue 27,881 30,913 41,189 Eliminations: Total commission revenue (6,624) (2,004) (534) Total production bonus revenue — — — Total other revenue (6,560) (5,298) (780) Total Elimination revenue (13,184) (7,302) (1,314) Total commission revenue 587,518 818,772 474,429 Total production bonus revenue 89,057 70,653 50,308 Total other revenue 87,470 40,556 4,601 Total revenue $ 764,045 $ 929,981 $ 529,338 Contract Balances —During the year ended June 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, net as the policy is renewed, as shown on the balance sheet. A rollforward of commissions receivable (current and long term) for the years ended June 30, 2022 and 2021 is shown below: (in thousands) Balance as of June 30, 2020 $ 512,961 Commission revenue from revenue recognized 451,086 Net commission revenue adjustment from change in estimate (6,968) Amounts recognized as accounts receivable, net (111,182) Balance as of June 30, 2021 845,897 Commission revenue from revenue recognized 386,625 Net commission revenue adjustment from change in estimate (212,220) Amounts recognized as accounts receivable, net (181,676) Balance as of June 30, 2022 $ 838,626 For the year ended June 30, 2022, the $212.2 million net commission revenue adjustment from change in estimate includes adjustments from the Company’s reassessment of each of its cohorts’ transaction prices. $193.3 million of the total adjustment were from Senior MA policies, due to the increase in actual lapse rates for MA policies during calendar year 2021, and cohort and tail adjustments due to overall lower persistency. Approximately 63%, 28%, and 9% of the $193.3 million cohort and tail adjustment were from approved policies sold in fiscal years 2021, 2020, and 2019, respectively. $4.4 million of the total adjustment were from Life policies, related to cohort and tail adjustments due to overall lower persistency. For the year ended June 30, 2021, the $7.0 million net commission revenue adjustment from change in estimate includes increases for contract modifications that occurred during fiscal year 2021, decreases for the reassessment of our transaction prices on each of our cohorts, and increases related to the change in estimate, which modified the method in which we calculate persistency to use policy level persistency to calculate renewal commission revenue. The Company does have contract liabilities related to upfront payments received for commissions and marketing development funds for which the performance obligations have not yet been met. The performance obligation is typically met within the same reporting period the cash is received; thus, there is no material activity within the contract liability rollforward (see notes 1 and 6 to the consolidated financial statements for further discussion regarding the Company’s revenue recognition policies). |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income tax expense consists of the following for the periods presented: Year Ended June 30, (in thousands) 2022 2021 2020 Current income taxes: Federal $ — $ — $ — State 479 149 63 Total 479 149 63 Deferred income taxes: Federal (77,242) 27,860 20,586 State (15,539) 5,147 3,853 Total (92,781) 33,007 24,439 Income tax expense (benefit) $ (92,302) $ 33,156 $ 24,502 The Company’s statutory federal tax rate was 21% for each of the years ended June 30, 2022, 2021, and 2020, respectively. The Company’s current state tax rate (net of federal benefit) was 4.98%, 3.22%, and 3.85% for the years ended June 30, 2022, 2021, and 2020, respectively. The differences from the Company’s statutory tax rate to the effective tax rates shown below for the year ended June 30, 2022, were primarily due to the net effects of state income taxes, and for the years ended June 30, 2021, and 2020, were primarily due to the net effects of state income taxes partially offset by HPIP tax credits and the exercise of non-qualified stock options. The following reconciles the statutory federal income tax rate to the effective income tax rate for the periods presented: Year Ended June 30, 2022 2021 2020 Federal statutory rate 21.0% 21.0% 21.0% Differences in income tax expense resulting from: State income taxes 5.0 3.2 3.9 Change in state tax rate (1.9) (0.3) 0.1 Kansas HPIP credit — (0.5) (0.9) Non-qualified stock option exercises — (3.6) (0.5) Other (0.4) 1.2 — Effective income tax rate 23.7% 21.0% 23.6% Significant components of the deferred tax assets and liabilities were as follows as of June 30: (in thousands) 2022 2021 Deferred tax assets: Accruals and other $ 11,903 $ 15,592 Lease liability 10,616 11,300 Interest expense limitation 25,691 14,517 Net operating losses 168,105 76,281 Credit carryforward 6,262 6,486 Basis difference in fixed and amortizable assets 1,397 — Total deferred tax assets 223,974 124,176 Deferred tax liabilities: Commissions receivable (266,449) (250,020) Lease right-of-use asset (7,605) (8,133) Basis difference in fixed and amortizable assets — (4,850) Total deferred tax liabilities (274,054) (263,003) Net long-term deferred tax liabilities $ (50,080) $ (138,827) For tax purposes, pursuant to Treasury Regulation §1.451-3(b)(4)(viii), the Company defers revenue relating to certain commissions receivables into subsequent years until it is collected, which gives rise to a significant deferred tax liability. Assessing the realizability of the Company’s deferred tax assets is dependent upon several factors, including the likelihood, timing, jurisdictional location, and amount of any future taxable income that the Company is projecting in its financial forecasts. The Company prepares its forecast by considering all available positive and negative evidence, including historical data and future plans and estimates. These assumptions require significant judgment, and the amount of deferred tax assets considered realizable is subject to adjustment in future periods if actual results or the estimate of future taxable income changes. While the company has cumulative pre-tax losses for the past three fiscal years, after scheduling out its deferred tax assets and liabilities, the Company continues to recognize its deferred tax assets as of June 30, 2022, as it believes it is more likely than not that the net deferred tax assets will be realized. As such, the Company does not believe a valuation allowance is necessary as of June 30, 2022, and will continue to evaluate in the future as circumstances may change. As of June 30, 2022, the Company has NOL carryforwards for federal and state income tax purposes of $637.0 million and $692.8 million, respectively. Other than the federal NOLs generated for the tax years ended June 30, 2022 and 2021, which have an indefinite carryforward period, the federal carryforwards will expire during tax years 2035 through 2039. The state carryforwards will expire during tax years 2025 through 2043. The Company is subject to income taxes in the US federal and various state jurisdictions. Tax regulations within each jurisdiction are subject to interpretation of the related tax laws and regulations and require the application of significant judgment. The federal tax returns from tax years 2018 through 2020 and state tax returns from tax years 2017 through 2020 remain open to examination by significant domestic taxing jurisdictions to which the Company is subject. NOLs generated by the Company are open to examination until the expiration of the statutes of limitations for the years when the NOLs are utilized. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Jun. 30, 2022 | |
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. Net income attributable to common shareholders is computed by deducting both the dividends declared in the period on preferred stock and the dividends accumulated for the period on cumulative preferred stock from net income. 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 the conversion of the preferred stock on an 8:1 ratio, as the rights and privileges dictate as such, common shares issuable upon the exercise of outstanding employee stock options, unvested RSU's, PSU’s assuming the performance conditions are satisfied as of the end of the reporting period, 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 if-converted method for the preferred stock and the treasury stock method for employee stock options, RSU's, PSU’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: Year Ended June 30, (in thousands, except per share amounts) 2022 2021 2020 Basic: Numerator: Net income (loss) $ (297,504) $ 124,859 $ 79,484 Less: dividends declared on Series A, B, C & D preferred stock — — (86,302) Less: cumulative dividends on Series D preferred stock — — (10,849) Net income (loss) attributable to common shareholders (297,504) 124,859 (17,667) Denominator: Weighted-average common stock outstanding 164,042 162,889 97,496 Net income (loss) per share—basic: $ (1.81) $ 0.77 $ (0.18) Diluted: Numerator: Net income (loss) attributable to common shareholders $ (297,504) $ 124,859 $ (17,667) Add: dividends declared on Series A, B & C preferred stock (2) — — — Add: dividends declared on Series D preferred stock (2) — — — Add: cumulative dividends on Series D preferred stock (2) — — — Net income (loss) attributable to common and common equivalent shareholders (297,504) 124,859 (17,667) Denominator: Weighted-average common stock outstanding 164,042 162,889 97,496 Series A, B & C preferred stock outstanding (2) — — — Series D preferred stock outstanding (2) — — — Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP (1)(2) — 2,655 — Total common and common equivalent shares outstanding 164,042 165,544 97,496 Net income (loss) per share—diluted: $ (1.81) $ 0.75 $ (0.18) (1) Excluded from the computation of net loss per share-diluted for the year ended June 30, 2022, because the effect would have been anti-dilutive. (2) Excluded from the computation of net loss per share-diluted for the year ended June 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 consisted of the following as of June 30: (in thousands) 2022 2021 2020 Series A, B & C preferred stock outstanding — — 10,871 Series D preferred stock outstanding — — 28,817 Series E preferred stock outstanding — — 694 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP 5,382 784 4,161 Shares subject to outstanding PSU's (1) 168 121 — Total 5,550 905 44,543 (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 | 12 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company’s operating and 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. Senior primarily sells senior Medicare-related health insurance products and also includes Population Health, SelectRx, and InsideResponse. Life primarily sells term life and final expense products, and Auto & Home 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 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 tables present information about the reportable segments for the periods presented: Year Ended June 30, 2022 (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 595,375 $ 153,973 $ 27,881 $ (13,184) $ 764,045 Operating expenses (789,174) (154,102) (22,448) (58,625) (1) (1,024,349) Other expenses, net — — — (202) (202) Adjusted EBITDA $ (193,799) $ (129) $ 5,433 $ (72,011) (260,506) Share-based compensation expense (7,052) Non-recurring expenses (2) (4,730) Depreciation and amortization (24,724) Loss on disposal of property, equipment, and software, net (1,456) Goodwill impairment (44,596) Impairment of long-lived assets (3,147) Interest expense, net (43,595) Income tax benefit 92,302 Net loss $ (297,504) (1) Operating expenses in the Corp & Elims division primarily include $44.2 million in salaries and benefits for certain general, administrative, and IT related departments, and $18.2 million in professional services fees. (2)These expenses primarily consist of costs incurred for amendments to the Senior Secured Credit Facility, costs related to acquisitions, and severance expenses. Year Ended June 30, 2021 Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 728,701 $ 177,669 $ 30,913 $ (7,302) $ 929,981 Operating expenses (484,924) (155,127) (22,735) (46,899) (1) (709,685) Other expenses, net — — — (100) (100) Adjusted EBITDA $ 243,777 $ 22,542 $ 8,178 $ (54,301) 220,196 Share-based compensation expense (5,165) Non-recurring expenses (2) (6,065) Fair value adjustments to contingent earnout obligations (1,488) Depreciation and amortization (16,142) Loss on disposal of property, equipment, and software (686) Interest expense, net (29,320) Loss on extinguishment of debt (3,315) Income tax expense (33,156) Net income $ 124,859 (1) Operating expenses in the Corp & Elims division primarily include $34.0 million in salaries and benefits for certain general, administrative, and IT related departments, and $13.4 million in professional services fees. (2) These expenses primarily consist of costs incurred for the First Amendment to the Senior Secured Credit Facility, recent acquisitions, re-designation of the hedge, and the Secondary Offering . Year Ended June 30, 2020 Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 361,673 $ 127,790 $ 41,189 $ (1,314) $ 529,338 Operating expenses (215,935) (102,155) (32,490) (26,881) (1) (377,461) Other expenses, net — — — (30) (30) Adjusted EBITDA $ 145,738 $ 25,635 $ 8,699 $ (28,225) 151,847 Share-based compensation expense (9,498) Non-recurring expenses (2) (3,721) Fair value adjustments to contingent earnout obligations (375) Depreciation and amortization (7,993) Loss on disposal of property, equipment and software (360) Restructuring expenses (153) Interest expense, net (24,595) Loss on extinguishment of debt (1,166) Income tax expense (24,502) Net income $ 79,484 (1) Operating expenses in the Corp & Elims division primarily include $17.2 million in salaries and benefits for certain general, administrative, and IT related departments, and $8.7 million in professional services fees. (2) These expenses consist of one-time consulting expenses associated with adopting ASC 606, non-recurring compensation to certain former board members, non-restructuring severance expenses, employer payroll taxes on the one-time Distribution to stock option holders, costs related to our IPO, cost 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 consolidated financial statements. All of the Company’s long-lived assets are located in the United States. For the year ended June 30, 2022, three insurance carrier customers, all from the Senior Segment, accounted for 18%, 17%, and 12% of total revenue. For the year ended June 30, 2021, three insurance carrier customers, all from the Senior Segment, accounted for 24%, 19%, and 15% of total revenue. For the year ended June 30, 2020, three insurance carrier customers, all from the Senior Segment, accounted for 26%, 18%, and 11% of total revenue. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | RELATED-PARTY TRANSACTIONSThe Company purchases leads from InsideResponse, which was previously owned in part by individuals who are related to one of the Company’s shareholders or are members of the Company's management. On May 1, 2020, the Company acquired 100% of the outstanding membership units of InsideResponse for an aggregate purchase price of up to $65.0 million (subject to customary adjustments) as set forth in the Merger Agreement. Refer to Note 2 to the consolidated financial statements for further details. Prior to the acquisition, the Company incurred $16.1 million in lead costs with InsideResponse for the year ended June 30, 2020, which were recorded in marketing and advertising expense in the consolidated statements of comprehensive income. InsideResponse sells leads to a senior healthcare distribution platform that is owned in part by individuals related to one of the Company’s shareholders or who are members of the Company’s management. The Company earned $0.4 million and $1.9 million in lead generation revenue, which is recorded in other revenue in the consolidated statements of comprehensive income, as a result of this relationship for the years ended June 30, 2022 and 2021, respectively, and had less than $0.1 million of outstanding accounts receivable as of June 30, 2022 and 2021, respectively. The Company has also purchased leads from this senior healthcare distribution platform. Lead costs incurred with this firm for the years ended June 30, 2022 and 2021, were not material, and the Company incurred $0.5 million in lead costs for the year ended June 30, 2020, which were recorded in marketing and advertising expense in the consolidated statements of comprehensive income. The Company did not have any outstanding payables with this firm as of June 30, 2022, and June 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 years ended June 30, 2022, 2021, and 2020. The Company leases operating facilities for SelectRx from a related party as this individual has entered into an employment contract with the Company as part of the acquisition. Refer to Note 5 for a discussion of our related party lease. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business —SelectQuote, Inc. (together with its subsidiaries, the “Company” or “SelectQuote”) contracts with 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. SelectQuote’s Senior division (“Senior”) sells Medicare Advantage, Medicare Supplement, Medicare Part D, and other ancillary senior health insurance related products. Additionally, Senior includes the lead generation business, InsideResponse and Healthcare Services, which includes Population Health and SelectRx. Population Health contracts with insurance carriers to perform health risk assessments (“HRA”) on potential new members to determine how Population Health’s value-based care (“VBC”) partners can help members produce better healthcare outcomes. SelectRx is a closed-door, long-term care pharmacy, which offers essential prescription medications, OTC medications, customized medication packaging, medication therapy management, and other consultative services. SelectQuote’s Life division (“Life”) sells term life, final expense, and other ancillary products, and SelectQuote’s Auto & Home division (“Auto & Home”) primarily sells non-commercial auto and home, property and casualty insurance products. 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 lead generation revenue from InsideResponse, revenue from Population Health for performing HRAs and making transfers or appointments with VBC partners, and pharmaceutical sales revenue from SelectRx. |
Basis of Presentation | Basis of Presentation —The accompanying 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 (“InsideResponse”), and SelectQuote Ventures, Inc. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include all adjustments necessary for the fair presentation of our financial position as of June 30, 2022. Certain reclassifications have been made to prior periods to conform with current year. Results from operations related to entities acquired during the periods covered by the consolidated financial statements are reflected from the effective date of acquisition. Results of operations were not materially impacted by the COVID-19 pandemic. Our fiscal year ends on June 30. References in this Annual Report to a particular “year,” “fiscal,” “fiscal year,” or “year-end” mean our fiscal year. The significant accounting policies applied in preparing the accompanying consolidated financial statements of the Company are summarized below. |
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 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. |
Use of Estimates | Use of Estimates —The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 |
Going Concern | Going Concern —The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. In the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022, the Company disclosed that there was substantial doubt about its ability to continue as a going concern as a result of conditions that existed as of March 31, 2022. Specifically, the Company’s financial projections indicated it would not be in compliance with a certain asset coverage ratio under the Senior Secured Credit Facility within one year after the date that the consolidated financial statements were issued. Subsequently, the Company entered into the Fourth Amendment to the Senior Secured Credit Facility (as defined and discussed further in Note 10 to the consolidated financial statements) to amend the required debt covenants through October 31, 2024. Based on its financial projections, the Company believes it will remain in compliance with the revised debt covenants within one year after the date that the consolidated financial statements are issued. We are in compliance with all debt covenants as of June 30, 2022. |
Business Combinations | Business Combinations —The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations (“ASC 805”), which requires most identifiable assets, liabilities, and goodwill acquired in a business combination to be recorded at full fair value at the acquisition date. Additionally, ASC 805 requires transaction-related costs to be expensed in the period incurred. The determination of fair value of assets acquired and liabilities assumed requires estimates and assumption that can change as a result of new information obtained about facts and circumstances that existed as of the acquisition date. As such, the Company will make any necessary adjustments to goodwill in the period identified within one year of the acquisition date. Adjustments outside of that range are recognized currently in earnings. Refer to Note 2 of the consolidated financial statements for further details. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash—Cash and cash equivalents represent cash and short-term, highly liquid investments with maturities of three months or less at the time of purchase. Prior to amending the Senior Secured Credit Facility, the Company’s restricted cash balance consisted of a specified deposit account to be used only for interest payments on the Term Loans. |
Concentrations of Credit Risk | Concentrations of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts and commissions receivable. The Company believes the potential for collection issues with any of its customers is minimal as of June 30, 2022, based on the lack of collection issues in the past and the high financial standards the Company requires of its customers. |
Property and Equipment—Net | Property and Equipment—Net—Property and equipment are stated at cost less accumulated depreciation. Finance lease amortization expenses are included in depreciation expense in our consolidated statements of comprehensive income. |
Software—Net | Software—Net —The Company capitalizes costs of materials, consultants, and compensation and benefits costs of employees who devote time to the development of internal-use software during the application development stage. Judgment is required in determining the point at which various projects enter the phases at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized, which is generally 3 years. Implementation costs incurred in a hosting arrangement that is a service contract are capitalized according to the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and classified in the same balance sheet line item as amounts prepaid for the related hosting arrangement. Amortization of these costs is recorded to the same income statement line item as the service fees for the related hosting arrangement and over the same term. |
Leases | Leases— The Company has entered into various lease agreements for office space and other equipment as lessee. At contract inception, the Company determines that a contract contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. If a contract contains a lease, the Company recognizes a right-of-use asset and a lease liability on the consolidated balance sheet at lease commencement. The Company has elected a practical expedient to make an accounting policy not to record short-term leases on the consolidated balance sheet, defined as leases with an initial term of 12 months or less that do not contain purchase options that the lessee is reasonably certain to elect. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term as the Company has control over an economic resource and is benefiting from the use of the asset. Lease liabilities represent the Company’s obligation to make payments for that right of use. Right-of-use assets and lease liabilities are determined by recognizing the present value of future lease payments using the Company’s incremental borrowing rate, which is the rate we would have to pay to borrow on a collateralized basis based upon information available at the lease commencement date. The right-of-use asset is measured at the commencement date by totaling the amount of the initial measurement of the lease liability, adding any lease payments made to the lessor at or before the commencement date, subtracting any lease incentives received, and adding any initial direct costs incurred by the Company. When lease terms include renewal or termination options, the Company determines the lease term as the noncancelable period of the lease, plus periods covered by an option to extend the lease if the Company is reasonably certain to exercise the option. The Company considers an option to be reasonably certain to be exercised by the Company when a significant economic incentive exists. The Company has lease agreements with lease and nonlease components. The Company elected the practical expedient to make an accounting policy election by class of underlying asset, to not separate nonlease components from the associated lease components and instead account for each separate lease component and its associated nonlease components as a single lease component. The Company has applied this accounting policy election to all asset classes. |
Impairment and Disposal of Long-Lived Assets | Impairment and Disposal of Long-Lived Assets —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 |
Goodwill | Goodwill —Goodwill represents the excess of the purchase price over the estimated fair values of identifiable assets and liabilities acquired in a business combination as of the acquisition date. Goodwill is not amortized in accordance with the requirements of ASC 350, rather, goodwill is tested for impairment on an annual basis and whenever events or circumstances indicate that the asset may be impaired. The Company considers significant unfavorable industry or economic trends as factors in deciding when to perform an impairment test. Goodwill is allocated among, and evaluated for impairment, at the reporting unit level, which is defined as an operating segment or one level below an operating segment. The Company performs the annual goodwill impairment test as of April 1. Refer to Note 7 of the consolidated financial statements for further details. |
Equity Issuance Costs | Equity Issuance Costs—Equity issuance costs primarily consist of legal fees, underwriting fees, and other costs incurred as a result of the IPO and the issuance of Series E preferred stock. |
Revenue Recognition | Revenue Recognition— The Company has three revenue streams: commissions, production bonuses, and other revenues. The Company recognizes revenue when a customer obtains control of promised goods or services and recognizes an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identification of the contract with a customer; (ii) identification of the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Commission Revenue Contracts with Customers — The Company earns commission revenue from the sale of insurance policies, both in the first year the policy is sold and when the underlying policyholder renews their policy in subsequent years, as presented in the consolidated statements of comprehensive income as commission revenue. The Company’s primary customers are the insurance carriers that it contracts with to sell insurance policies on their behalf. The contracts with the insurance carriers are non-exclusive and can typically be terminated unilaterally by either party. We review individual contracts to determine the Company’s legal and enforceable rights to renewal commissions upon contract termination when determining variable consideration. Additionally, the insurance carriers often have the ability to amend provisions in the contracts relating to the prospective commission rates paid to the Company for new policies sold. The Company’s contracts with customers for commission revenue contain a single performance obligation satisfied at a point in time to which it allocates the total transaction price. Significant Judgments — The accounting estimates and judgments related to the recognition of revenue require the Company to make assumptions about numerous factors such as the determination of performance obligations and determination of the transaction price. In determining the amounts of revenue to recognize, the Company considers the following: • Determination of Performance Obligations—The Company reviews each contract with customers to determine what promises the Company must deliver and which of these promises are capable of being distinct and are distinct in the context of the contract. The delivery of new policyholders to the insurance carriers is the only material promise specified within the contracts. After a policy is sold, the Company has no material additional or recurring obligations to the policyholder or the insurance carrier. The Company’s contracts do not include downstream policyholder activities such as claims support or payment collection services. While the primary promise is the sale of policies, some contracts include the promise to provide administrative services to policyholders on behalf of the insurance carrier such as responding to policyholder inquiries regarding coverage or providing proof of insurance. The Company has concluded that while these administrative services may be distinct, they are immaterial in the context of the contract. • Determination of the Transaction Price—Although the commission rates the Company is paid are based on agreed-upon contractual terms, the transaction price is determined using the estimated LTV, which represents commissions estimated to be collected over the life of an approved policy. This includes the first year commission due upon the initial sale of a policy as well as an estimate of renewal commissions. First year commission revenue for new policies sold includes an estimated provision for those policies that are anticipated to lapse before the first policy anniversary renewal date (“first year provision”). The Company utilizes a practical expedient to estimate renewal commission revenue by applying the use of a portfolio approach to policies grouped together by segment, insurance carrier, product type, and quarter the policy was initially sold (referred to as a “cohort”). The estimate of renewal commission revenue is considered variable consideration and requires significant judgment to determine the renewal commission revenue to be recognized at the time the performance obligation is met and in the reassessment of the transaction price each reporting period. This includes determining the number of periods in which a renewal will occur and the value of those renewal commissions to be received if renewed, which includes estimating persistency, the renewal year provision, and an additional product specific constraint applied to account for trends such as industry volatility or uncertainty of consumer behavior patterns. Persistency is the estimate of policies expected to renew each year and renewal year provision is the estimate of policies expected to lapse during each renewal period. The estimated average duration of expected renewals for our cohorts used in the calculation of LTV is ten years. Effective for policies sold during the three months ended December 31, 2021, and thereafter, the Company increased the product specific constraint for MA from 6% to 15%. The assumptions used in the Company’s calculation of renewal commission revenue are based on a combination of the Company’s historical experience for renewals, lapses, and payment data; available insurance carrier data; other industry or consumer behavior patterns; and expectations for future retention rates. The estimate of variable consideration is recognized only to the extent it is probable that a material reversal in revenue would not be expected to occur when the uncertainty associated with future commissions receivables is subsequently resolved when the policy renews or lapses. The Company monitors and updates this estimate of transaction price at each reporting period. • Reassessment of the Transaction Price — The Company is continuously reviewing and monitoring the assumptions and inputs into the Company’s calculation of renewal commission revenue, including reviewing changes in the data used to estimate LTV’s as well as monitoring the cash received for each cohort as compared to the original estimates at the time the policy was sold. The Company assesses the actual renewal data and historical data to identify trends and updates assumptions when a sufficient amount of evidence would suggest that the expectation underlying the assumption has changed and a change in estimate of the transaction price is warranted. The differences in actual cash received for current period renewals may result in an adjustment by cohort (“cohort adjustment”) to revenue and commissions receivable. Cohort adjustments can be positive or negative and are recognized using actual experience from policy renewals. The Company analyzes cohort adjustments to determine if they are indicative of changes needed in our estimates of future renewal commissions (“tail adjustments”) that remain unresolved as of the reporting period. As part of the ongoing evaluation, the Company recorded a net downward adjustment to revenue in fiscal years 2022 and 2021 related to a change in estimate (refer to Note 13 of the consolidated financial statements for further details). Timing of Recognition —The Company recognizes revenue for both first year and renewal commissions when it has completed its performance obligation, which is at different milestones for each segment based on the contractual enforceable rights, the Company’s historical experience, and established customer business practices: • Senior—Commission revenue is recognized at the earliest of when the insurance carrier has approved the policy sold, when a commission payment is received from the insurance carrier, or when the policy sold becomes effective. • Life—Term commission revenue is recognized when the insurance carrier has approved the policy sold and payment information has been obtained from the policyholder. Final expense commission revenue is recognized when the carrier provides confirmation the policy is active. • Auto & Home—Commission revenue is recognized when the policy sold becomes effective. Production Bonus Revenue In addition to the commissions revenue received for the sale of policies, the Company earns two additional forms of revenue from its insurance carrier customers: 1) production bonuses, which are generally based on attaining predetermined target sales levels and are paid at the end of an agreed-upon measurement period and 2) marketing development funds, which are used as additional compensation and incentive to drive incremental policy sales for certain insurance carrier customers and are typically paid upfront to be used for lead generation activities during the agreed-upon measurement period (e.g. AEP for Senior). Together, revenue from production bonuses and marketing development funds are presented in the consolidated statements of comprehensive income as production bonus revenue. The sale of a certain volume of insurance policies is the only material promise specified within the contracts for production bonuses, with the transaction price being the agreed-upon contractual total production bonus to be paid by the insurance carrier at the end of the measurement period. The Company recognizes revenue from production bonuses as policies are sold based upon the agreed-upon targets in the customer contracts, using contractual amounts and forecast data to project the volume for the measurement period and record revenue proportionally as policies are sold. Therefore, the estimates of revenue for production bonuses are considered variable consideration, but the uncertainty around the variable consideration is typically resolved within a reporting period due to the nature of the production bonus contracts. Due to this, there are not significant judgments required in recognizing production bonus revenue. The contract language can vary in the Company’s marketing development funds contracts, but generally the material promise to the customer is for the Company to use the upfront payment to generate leads. There are no future revenue streams or variable consideration associated as the transaction price is fixed, determined, and paid up front. Therefore, the Company’s performance obligation is fulfilled, and revenue is recognized, as leads are generated during the agreed-upon measurement period (typically one fiscal quarter). The difference between the upfront payment and the unmet performance obligation represents a contract liability, which is classified as a commission advance and included in other current liabilities in the consolidated balance sheet as shown in note 6 to the consolidated financial statements. Other Revenue Included in other revenue in the consolidated statements of comprehensive income is revenue from InsideResponse and Healthcare Services. Lead generation revenue for InsideResponse is recognized when the generated lead is accepted by the customer (various insurance brokers), which is the point of sale, the transaction price is known based on volume and contractual prices, and the Company has no further performance obligation after the delivery of the lead. Population Health revenue is recognized when the HRA has been performed for an insurance carrier customer or the agreed-upon task has been completed for a VBC partner (the customer), the transaction price is known based on volume and contractual prices, and the Company has no further performance obligation. Pharmaceutical sales revenue from SelectRx is recognized upon shipment of an order to a customer (the patient ordering the medication). At the time of shipment, the Company has performed its one performance obligation, does not experience a significant level of returns or re-shipments, and collectability is probable. There are no future revenue streams or variable consideration associated as the transaction price is fixed and determined at time of shipment, customers have the option to cancel their service at any time, and any subsequent new order is its own performance obligation. All of the Company’s contracts with customers included in other revenue contain a single performance obligation satisfied at a point in time to which it allocates the total transaction price. |
Accounts Receivable | Accounts Receivable, net—Accounts receivable, net primarily represents either first year or renewal commissions expected to be received on policies that have already been sold or renewed and for production bonus revenue that has been earned but not received from the insurance carrier. Typically, the Company receives commission payments as the insurance carriers receive payments from the underlying policyholders. As these can be on various payment terms such as monthly or quarterly, a receivable is recorded to account for the commission payments yet to be received from the insurance carriers. Accounts receivable, net also includes trade receivables from Healthcare Services primarily due to pharmacy sales to customers who are covered by third-party payers (e.g., pharmacy benefit managers, insurance companies, and governmental agencies), and are stated net of allowance for uncollectability. |
Commissions Receivable | Commissions Receivable —Commissions receivable are contract assets that represent estimated variable consideration for performance obligations that have been satisfied but payment is not due as the underlying policy has not renewed yet. The current portion of commissions receivable are future renewal commissions expected to be renewed and collected in cash within one year, while the non-current portion of commissions receivable are expected to be collected beyond one year. Contract assets are reclassified as accounts receivable, net when the rights to the renewal commissions become unconditional, which is primarily upon renewal of the underlying policy, typically on an annual basis. |
Cost of Revenue | Cost of Revenue—Cost of revenue represents the direct costs associated with fulfilling the Company’s obligations to its customers, primarily compensation, benefits, and licensing for: sales agents, CSA’s, pharmacists, pharmacy technicians, fulfillment specialists, and others directly engaged in serving customers, in addition to inventory costs for SelectRx. |
Inventory | Inventory —Inventory consists of SelectRx pharmaceuticals, which are carried at the lower of cost (weighted average cost) or net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, with a normal margin to sell. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Inventory is included in other current assets in the consolidated balance sheet. |
Share-Based Compensation | Share-Based Compensation —The Company applies the fair value method under ASC 718, Compensation—Stock Compensation (“ASC 718”), in accounting for share-based compensation to employees. Under ASC 718, compensation cost is measured at the grant date based on the fair value of the equity instruments awarded and is recognized over the period during which an employee is required to provide service in exchange for the award, or the requisite service period, which is usually the vesting period. The fair value of the equity award granted is estimated on the date of the grant. |
Marketing and Advertising Expense | Marketing and Advertising Expenses—Direct costs related to marketing and advertising the Company’s services are expensed in the period incurred. |
Income Taxes | Income Taxes —The Company accounts for income taxes using an asset and liability method. Deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future years. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company applies ASC 740, Income Taxes (“ASC 740”), in accounting for uncertainty in income taxes recognized in the Company’s consolidated financial statements. ASC 740 requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured pursuant to ASC 740 and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. |
Comprehensive Income | Comprehensive Income —Comprehensive income is comprised of net income and the effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges, less amounts reclassified into earnings. |
Recent Accounting Pronouncements Not Yet Adopted and Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Not Yet Adopted —In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if the acquirer had originated the contracts. Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. 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 consolidated financial statements and related disclosures. |
Net Income (Loss) Per Share | . Net income attributable to common shareholders is computed by deducting both the dividends declared in the period on preferred stock and the dividends accumulated for the period on cumulative preferred stock from net income. 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 the conversion of the preferred stock on an 8:1 ratio, as the rights and privileges dictate as such, common shares issuable upon the exercise of outstanding employee stock options, unvested RSU's, PSU’s assuming the performance conditions are satisfied as of the end of the reporting period, 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 if-converted method for the preferred stock and the treasury stock method for employee stock options, RSU's, PSU’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. |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Property and Equipment | Depreciation is computed using the straight-line method based on the date the asset is placed in service using the following estimated useful lives: Computer hardware 3 years Machinery and equipment 2–5 years Automobiles 5 years Leasehold improvements Shorter of lease period or useful life Furniture and fixtures 7 years Property and equipment—net consisted of the following as of June 30: (in thousands) 2022 2021 Computer hardware $ 23,303 $ 13,351 Machinery and equipment (1) 15,051 2,667 Leasehold improvements 20,269 18,525 Furniture and fixtures 4,605 5,004 Work in progress 2,810 7,220 Total 66,038 46,767 Less accumulated depreciation (24,234) (17,257) Property and equipment—net $ 41,804 $ 29,510 (1) Includes financing lease right-of-use assets. |
Schedule of Error Corrections and Prior Period Adjustments | The following tables reflect the effects of the correction on all affected line items of the Company’s previously reported consolidated financial statements that are presented as comparative in the consolidated financial statements included in this Annual Report on Form 10-K for the year ended June 30, 2022: CORRECTED CONSOLIDATED BALANCE SHEET June 30, 2021 (in thousands) As Previously Reported Adjustment As Corrected Accounts receivable $ 113,375 $ (10,011) $ 103,364 Total current assets 493,435 (10,011) 483,424 Total assets 1,433,872 (10,011) 1,423,861 Deferred income taxes 140,988 (2,161) 138,827 Total liabilities 758,983 (2,161) 756,822 Retained earnings (accumulated deficit) 128,254 (7,850) 120,404 Total shareholders’ equity 674,889 (7,850) 667,039 Total liabilities and shareholders’ equity $ 1,433,872 $ (10,011) $ 1,423,861 CORRECTED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) Year Ended June 30, 2021 (in thousands) As Previously Reported Adjustment As Corrected Commission revenue $ 826,606 $ (7,834) $ 818,772 Total revenue 937,815 (7,834) 929,981 Income (loss) from operations 200,072 (7,834) 192,238 Income (loss) before income tax expense (benefit) 165,849 (7,834) 158,015 Income tax expense (benefit) 34,803 (1,647) 33,156 Net income (loss) 131,046 (6,187) 124,859 Net income (loss) per share: Basic 0.80 (0.03) 0.77 Diluted 0.79 (0.04) 0.75 Comprehensive income (loss) $ 132,529 (6,187) $ 126,342 CORRECTED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Year Ended June 30, 2021 (in thousands) (Accumulated Deficit)/Retained Earnings Total As Previously Reported BALANCES-June 30, 2020 $ (2,792) $ 545,689 Net income 131,046 131,046 BALANCES-June 30, 2021 128,254 674,889 Adjustments BALANCES-June 30, 2020 (1,663) (1,663) Net loss (6,187) (6,187) BALANCES-June 30, 2021 (7,850) (7,850) As Corrected BALANCES-June 30, 2020 (4,455) 544,026 Net income 124,859 124,859 BALANCES-June 30, 2021 $ 120,404 $ 667,039 CORRECTED CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended June 30, 2021 (in thousands) As Previously Reported Adjustment As Corrected Net income (loss) $ 131,046 (6,187) $ 124,859 Deferred income taxes 34,654 (1,647) 33,007 Accounts receivable (27,827) 7,834 (19,993) Net cash used in operating activities $ (115,442) $ — $ (115,442) CORRECTED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) Year Ended June 30, 2020 (in thousands) As Previously Reported Adjustment As Corrected Commission revenue $ 476,606 $ (2,177) $ 474,429 Total revenue 531,515 (2,177) 529,338 Income (loss) from operations 132,329 (2,177) 130,152 Income (loss) before income tax expense (benefit) 106,163 (2,177) 103,986 Income tax expense (benefit) 25,016 (514) 24,502 Net income (loss) 81,147 (1,663) 79,484 Net income (loss) per share: Basic (0.16) (0.02) (0.18) Diluted (0.16) (0.02) (0.18) Comprehensive income (loss) $ 79,893 $ (1,663) $ 78,230 CORRECTED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Year Ended June 30, 2020 (in thousands) Retained Earnings Total As Previously Reported BALANCES-June 30, 2019 $ 200,446 $ 262,455 Net Income 81,147 81,147 BALANCES-June 30, 2020 (2,792) 545,689 Adjustments BALANCES-June 30, 2019 — — Net Loss (1,663) (1,663) BALANCES-June 30, 2020 (1,663) (1,663) As Corrected BALANCES-June 30, 2019 200,446 262,455 Net Income 79,484 79,484 BALANCES-June 30, 2020 $ (4,455) $ 544,026 CORRECTED CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended June 30, 2020 (in thousands) As Previously Reported Adjustment As Corrected Net income (loss) $ 81,147 (1,663) $ 79,484 Deferred income taxes 25,007 (514) 24,493 Accounts receivable (15,585) 2,177 (13,408) Net cash used in operating activities $ (61,776) $ — $ (61,776) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
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 Merger Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 32,700 Fair value of earnout 30,437 Net working capital true-up (1) 3,527 Closing cash 904 Closing indebtedness (476) Total purchase consideration $ 67,092 (1) The Company recorded a $0.1 million measurement period adjustment to the carrying amount of goodwill related to the net working capital true-up for the year ended June 30, 2021. 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 Cash and cash equivalents $ 955 Accounts receivable 8,220 Other current assets 459 Property and equipment, net 51 Accounts payable (2,922) Accrued expenses (737) Other current liabilities (8) Other liabilities (1) Net tangible assets acquired 6,017 Trade Name 5 years 2,680 Proprietary Software 2-5 years 1,042 Non-compete agreements 3 years 192 Customer relationships 7 years 16,069 Goodwill Indefinite 41,092 Total intangible assets acquired 61,075 Net assets acquired $ 67,092 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 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 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 |
Property And Equipment_Net (Tab
Property And Equipment—Net (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Depreciation is computed using the straight-line method based on the date the asset is placed in service using the following estimated useful lives: Computer hardware 3 years Machinery and equipment 2–5 years Automobiles 5 years Leasehold improvements Shorter of lease period or useful life Furniture and fixtures 7 years Property and equipment—net consisted of the following as of June 30: (in thousands) 2022 2021 Computer hardware $ 23,303 $ 13,351 Machinery and equipment (1) 15,051 2,667 Leasehold improvements 20,269 18,525 Furniture and fixtures 4,605 5,004 Work in progress 2,810 7,220 Total 66,038 46,767 Less accumulated depreciation (24,234) (17,257) Property and equipment—net $ 41,804 $ 29,510 (1) Includes financing lease right-of-use assets. |
Software_Net (Tables)
Software—Net (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Capitalized Software | Software—net consisted of the following as of June 30: (in thousands) 2022 2021 Software $ 26,049 $ 16,530 Work in progress 4,162 3,826 Total 30,211 20,356 Less accumulated amortization (13,910) (7,745) Software—net $ 16,301 $ 12,611 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Right-of-Use Asset and Lease Liability | Right-of-Use Asset and Lease Liability —The right-of-use assets and lease liabilities were as follows as of June 30, 2022: (in thousands) Balance Sheet Classification 2022 2021 Assets Operating leases Operating lease right-of-use assets $ 28,016 $ 31,414 Finance leases Property and equipment - net 261 181 Total lease right-of-use assets 28,277 31,595 Liabilities Current Operating leases Operating lease liabilities - current 5,261 5,289 Finance leases Other current liabilities 136 188 Non-current Operating leases Operating lease liabilities 33,946 38,392 Finance leases Other liabilities 129 27 Total lease liabilities $ 39,472 $ 43,896 |
Schedule of Lease Costs and Supplemental Information | Lease Costs —The components of lease costs were as follows for the periods presented: Year Ended June 30, Year Ended June 30, (in thousands) 2022 2021 Finance lease costs (1) $ 181 $ 245 Operating lease costs (2) 7,996 7,843 Short-term lease costs 108 172 Variable lease costs (3) 842 1,195 Sublease income (690) (975) Total net lease costs $ 8,437 $ 8,480 (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 consolidated statements of comprehensive income. (2) Recorded in operating costs and expenses in the 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 consolidated statements of comprehensive income. Supplemental Information —Supplemental information related to leases was as follows as of and for the periods presented: Year Ended June 30, Year Ended June 30, 2022 2021 (in thousands) Operating leases Finance leases Total Operating leases Finance leases Total Cash paid for amounts included in measurement of liabilities: Operating cash flows from leases $ 9,561 $ 12 $ 9,573 $ 7,228 $ 11 $ 7,239 Financing cash flows from leases — 199 199 — 262 262 Right-of-use assets obtained in exchange for new lease liabilities $ 654 $ 249 $ 903 $ 5,618 $ 194 $ 5,812 Year Ended June 30, Year Ended June 30, 2022 2021 Operating leases Finance leases Operating leases Finance leases Weighted-average remaining lease term (in years) 6.56 3.20 7.20 1.14 Weighted-average discount rate 9.55 % 5.64 % 9.58 % 6.44 % |
Schedule of Maturity of Operating Lease Liabilities | As of June 30, 2022, 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 2023 8,710 146 8,856 2024 9,032 38 9,070 2025 9,203 38 9,241 2026 7,040 38 7,078 2027 5,666 32 5,698 Thereafter 12,885 — 12,885 Total undiscounted lease payments 52,536 292 52,828 Less: interest 13,329 27 13,356 Present value of lease liabilities $ 39,207 $ 265 $ 39,472 |
Schedule of Maturity of Finance Lease Liabilities | As of June 30, 2022, 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 2023 8,710 146 8,856 2024 9,032 38 9,070 2025 9,203 38 9,241 2026 7,040 38 7,078 2027 5,666 32 5,698 Thereafter 12,885 — 12,885 Total undiscounted lease payments 52,536 292 52,828 Less: interest 13,329 27 13,356 Present value of lease liabilities $ 39,207 $ 265 $ 39,472 |
Sublease, Future Minimum Receipts, Fiscal Year Maturity | Sublease income —As of June 30, 2022, the future minimum fixed sublease receipts under non-cancelable operating lease agreements are as follows: (in thousands) Total 2023 873 2024 2,515 2025 2,736 2026 2,121 2027 1,970 Thereafter 4,024 Total sublease income $ 14,239 |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash, Cash Equivalents, and Restricted Cash | Cash and cash equivalents consisted of the following as of June 30: (in thousands) 2022 2021 Cash $ 140,248 $ 25,713 Money market funds 749 260,741 Total cash and cash equivalents $ 140,997 $ 286,454 |
Schedule of Other Current Assets | Other current assets consisted of the following as of June 30: (in thousands) 2022 2021 Prepaid expenses (1) $ 7,943 $ 2,327 Inventory (2) 5,754 176 Other receivables (3) 2,054 1,983 Total other current assets $ 15,751 $ 4,486 (1) Prepaid expenses primarily consists of amounts prepaid for future services and other contractual arrangements for which we have yet to receive benefit. (2) Inventory consists of SelectRx pharmaceuticals. (3) Other receivables primarily consists of tax incentive payments and lead monetization not yet received. |
Other Current Liabilities | Other current liabilities consisted of the following as of June 30: (in thousands) 2022 2021 Commission advances (1) $ 8,029 $ 5,080 Unrealized loss on interest rate swap contract — 236 Financing lease liabilities-short term 136 188 Total other current liabilities $ 8,165 $ 5,504 (1) Commission advances as of June 30, 2022 and 2021, includes a $3.4 million and $5.1 million contract liability related to advance payments of future commission revenue and marketing development funds for which the performance obligation has not yet been met. Additionally, as of June 30, 2022, there was a $4.6 million refund liability related to certain final expense policies where the upfront payments exceeded accounts receivable owed from certain Life insurance carrier customers due to anticipated lapsed policies. |
Schedule of Other Noncurrent Liabilities | Other liabilities consisted of the following as of June 30: (in thousands) 2022 2021 Payroll tax liabilities-long term — 4,332 Acquisition holdback — 5,730 Financing lease liabilities-long term 129 27 Third-party commission liabilities 1,824 1,286 Other (1) 1,032 368 Total other liabilities $ 2,985 $ 11,743 (1) Other noncurrent liabilities consists of revenue sharing obligations expected to settle beyond one year from the balance sheet date as well as security deposits related to our subleases. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Future Amortization Expense | As of June 30, 2022, expected amortization expense in future fiscal periods were as follows (in thousands): Trade Name Proprietary Software Non-compete agreements Vendor Relationships Customer relationships Total 2023 $ 536 $ 156 $ 273 $ 2,267 $ 2,385 $ 5,617 2024 536 156 220 2,267 2,319 5,498 2025 447 128 220 2,267 2,316 5,378 2026 — — 134 2,267 2,313 4,714 2027 — — — 2,267 1,927 4,194 Thereafter — — — 5,854 — 5,854 Total $ 1,519 $ 440 $ 847 $ 17,189 $ 11,260 $ 31,255 |
Schedule of Goodwill | Goodwill consisted of the following as of June 30: Balance, June 30, 2021 Goodwill from the acquisition of Simple Meds Goodwill re-allocation Goodwill impairment Balance, June 30, 2022 Goodwill-Auto & Home $ 5,364 $ — $ — $ (5,364) $ — Goodwill-Senior 62,655 5,713 (29,136) (39,232) — Goodwill- Healthcare Services — — 29,136 — 29,136 Total goodwill $ 68,019 $ 5,713 $ — $ (44,596) $ 29,136 |
Schedule of Acquired 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 discussed in Note 2 to the consolidated financial statements. 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. The table below shows the Company’s goodwill and related reporting units and reportable segments: Acquisition Reporting Unit Reportable Segment Auto & Home-controlling interest Auto & Home Auto & Home InsideResponse Senior Senior Lead distribution company Senior Senior Express Med Pharmaceuticals Healthcare Services Senior Simple Meds Healthcare Services Senior |
Schedule of Indefinite-Lived Intangible Assets | The carrying amounts, accumulated amortization, net carrying value, and weighted average remaining life of our definite-lived amortizable intangible assets are presented in the tables below as of June 30 (dollars in thousands, useful life in years): 2022 2021 Gross Carrying Amount Impairment Charges Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 17,492 $ — $ (6,232) $ 11,260 $ 17,122 $ (3,448) $ 13,674 Trade name 2,680 — (1,161) 1,519 2,680 (625) 2,055 Proprietary software 1,592 (336) (816) 440 1,592 (382) 1,210 Non-compete agreements 1,292 — (445) 847 1,292 (163) 1,129 Vendor relationships 23,700 (2,811) (3,700) 17,189 23,700 (1,098) 22,602 Total intangible assets $ 46,756 $ (3,147) $ (12,354) $ 31,255 $ 46,386 $ (5,716) $ 40,670 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table presents the fair value of the Company’s derivative financial instrument on a gross basis, as well as its classification on the Company’s consolidated balance sheets as of June 30: (in thousands) 2022 2021 Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash flow hedge Other assets $ 15,219 Other current liabilities $ (236) |
Schedule of Derivative Instrument (Losses) Gains | The following table presents the unrealized gains (losses) deferred to accumulated other comprehensive income (loss) resulting from the Company’s derivative instruments designated as cash flow hedging instruments as of June 30: (in thousands) 2022 2021 Unrealized gain (loss), before taxes $ 14,621 $ 1,251 Income tax (expense) benefit (3,752) (310) Unrealized gain (loss), net of taxes $ 10,869 $ 941 The following table presents information about the reclassification of gains and losses from accumulated other comprehensive income (loss) into earnings resulting from the Company’s derivative instruments designated as cash flow hedging instruments as of June 30: (in thousands) 2022 2021 Interest expense, net $ 835 $ 721 Income tax benefit (217) (179) Net reclassification into earnings $ 618 $ 542 Amounts included in accumulated other comprehensive income (loss) are recorded net of the related income tax effects. The following table details the changes in accumulated other comprehensive income (loss): (in thousands) Derivative Instruments Balance at June 30, 2021 $ 229 Unrealized gains, net of related tax expense of $3.8 million 10,869 Amount reclassified into earnings, net of related taxes of $0.2 millions 618 Balance at June 30, 2022 $ 11,716 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following as of June 30: (in thousands) 2022 2021 Term Loans $ 469,552 $ 471,912 DDTL Facility 243,775 — Unamortized debt issuance costs (2,857) (4,081) Unamortized debt discount (4,878) (6,428) Total debt 705,592 461,403 Less current portion of long-term debt: (7,169) (2,360) Long-term debt $ 698,423 $ 459,043 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock by Class | As of June 30, 2022, the Company has reserved the following authorized, but unissued, shares of common stock: ESPP 877,092 Stock awards outstanding under 2020 Plan 4,604,004 Stock awards available for grant under 2020 Plan 9,669,190 Options outstanding under 2003 Plan 1,701,240 Total 16,851,526 |
Schedule of Share-Based Compensation Activity | Total share-based compensation for stock awards included in general and administrative expense in our consolidated statements of comprehensive income was as follows for the periods presented: Year Ended June 30, (in thousands) 2022 2021 2020 Share-based compensation related to: Equity classified stock options $ 3,145 $ 1,732 $ 9,383 Equity classified RSU's 3,948 2,274 115 Equity classified PSU's (578) 705 — Total $ 6,515 $ 4,711 $ 9,498 |
Schedule of Stock Options, Valuation Assumptions | The Company used the following weighted-average assumptions for the stock options granted during the periods presented: Year Ended June 30, 2022 2021 2020 Volatility 36.0% 25.0% 25.1% Risk-free interest rate 1.4% 0.4% 0.7% Dividend yield —% —% —% Assumed forfeitures —% —% —% Expected term (in years) 6.25 6.24 5.94 Weighted-average fair value (per share) $3.36 $4.90 $3.79 |
Schedule of Stock Options Roll Forward | The following table summarizes stock option activity under the Stock Plans for the year ended June 30, 2022: 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 $ 8.60 Options granted 2,466,801 10.21 Options exercised (350,406) 3.74 Options forfeited/expired/cancelled (303,323) 17.88 Outstanding—June 30, 2022 5,211,585 $ 9.14 6.97 $ 2,636 Vested and exercisable—June 30, 2022 2,111,443 $ 4.67 3.90 $ 2,636 |
Schedule of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity under the 2020 Stock Plan for the year ended June 30, 2022: Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2021 356,285 $ 19.12 Granted 668,413 12.28 Vested (134,940) 19.86 Forfeited (79,448) 17.72 Unvested as of June 30, 2022 810,310 $ 13.50 |
Schedule of Performance Stock Activity | The following table summarizes performance stock unit activity under the 2020 Stock Plan for the year ended June 30, 2022: Number of Performance Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2021 132,921 $ 17.97 Granted (1) 196,080 17.80 Vested — — Forfeited (45,652) 17.84 Performance adjustment (2) (270,056) Unvested as of June 30, 2022 13,293 $ 17.88 (1) Reflects PSU’s at 100% achievement of predefined financial performance targets. If performance metrics are met, PSU’s will vest at the end of a three-year performance period. The number of shares that could be earned for the fiscal year 2021 tranche will range from 0% to 150% of the target, and the number of shares that could be earned for the fiscal year 2022 tranche will range from 0% to 200% of the target. (2) Represents adjustments to previously granted PSU’s to reflect changes in estimates of future financial performance against targets. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
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: Year Ended June 30, (in thousands) 2022 2021 2020 Senior: Commission revenue: Medicare advantage $ 409,090 $ 595,132 $ 285,957 Medicare supplement 5,224 23,431 34,301 Prescription drug plan (170) 1,652 2,867 Dental, vision, and health 15,056 15,969 7,758 Other commission revenue 5,257 2,156 362 Total commission revenue 434,457 638,340 331,245 Total production bonus revenue 66,888 44,507 25,047 Total other revenue 94,030 45,854 5,381 Total Senior revenue 595,375 728,701 361,673 Life: Commission revenue: Term 65,539 80,588 76,564 Final expense 68,295 74,227 29,123 Total commission revenue 133,834 154,815 105,687 Total production bonus revenue 20,139 22,854 22,103 Total other revenue — — — Total Life revenue 153,973 177,669 127,790 Auto & Home: Total commission revenue 25,851 27,621 38,031 Total production bonus revenue 2,030 3,292 3,158 Total other revenue — — — Total Auto & Home revenue 27,881 30,913 41,189 Eliminations: Total commission revenue (6,624) (2,004) (534) Total production bonus revenue — — — Total other revenue (6,560) (5,298) (780) Total Elimination revenue (13,184) (7,302) (1,314) Total commission revenue 587,518 818,772 474,429 Total production bonus revenue 89,057 70,653 50,308 Total other revenue 87,470 40,556 4,601 Total revenue $ 764,045 $ 929,981 $ 529,338 |
Schedule of Activity in Commissions Receivable | A rollforward of commissions receivable (current and long term) for the years ended June 30, 2022 and 2021 is shown below: (in thousands) Balance as of June 30, 2020 $ 512,961 Commission revenue from revenue recognized 451,086 Net commission revenue adjustment from change in estimate (6,968) Amounts recognized as accounts receivable, net (111,182) Balance as of June 30, 2021 845,897 Commission revenue from revenue recognized 386,625 Net commission revenue adjustment from change in estimate (212,220) Amounts recognized as accounts receivable, net (181,676) Balance as of June 30, 2022 $ 838,626 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense consists of the following for the periods presented: Year Ended June 30, (in thousands) 2022 2021 2020 Current income taxes: Federal $ — $ — $ — State 479 149 63 Total 479 149 63 Deferred income taxes: Federal (77,242) 27,860 20,586 State (15,539) 5,147 3,853 Total (92,781) 33,007 24,439 Income tax expense (benefit) $ (92,302) $ 33,156 $ 24,502 |
Schedule of Effective Income Tax Rate Reconciliation | The following reconciles the statutory federal income tax rate to the effective income tax rate for the periods presented: Year Ended June 30, 2022 2021 2020 Federal statutory rate 21.0% 21.0% 21.0% Differences in income tax expense resulting from: State income taxes 5.0 3.2 3.9 Change in state tax rate (1.9) (0.3) 0.1 Kansas HPIP credit — (0.5) (0.9) Non-qualified stock option exercises — (3.6) (0.5) Other (0.4) 1.2 — Effective income tax rate 23.7% 21.0% 23.6% |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the deferred tax assets and liabilities were as follows as of June 30: (in thousands) 2022 2021 Deferred tax assets: Accruals and other $ 11,903 $ 15,592 Lease liability 10,616 11,300 Interest expense limitation 25,691 14,517 Net operating losses 168,105 76,281 Credit carryforward 6,262 6,486 Basis difference in fixed and amortizable assets 1,397 — Total deferred tax assets 223,974 124,176 Deferred tax liabilities: Commissions receivable (266,449) (250,020) Lease right-of-use asset (7,605) (8,133) Basis difference in fixed and amortizable assets — (4,850) Total deferred tax liabilities (274,054) (263,003) Net long-term deferred tax liabilities $ (50,080) $ (138,827) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
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: Year Ended June 30, (in thousands, except per share amounts) 2022 2021 2020 Basic: Numerator: Net income (loss) $ (297,504) $ 124,859 $ 79,484 Less: dividends declared on Series A, B, C & D preferred stock — — (86,302) Less: cumulative dividends on Series D preferred stock — — (10,849) Net income (loss) attributable to common shareholders (297,504) 124,859 (17,667) Denominator: Weighted-average common stock outstanding 164,042 162,889 97,496 Net income (loss) per share—basic: $ (1.81) $ 0.77 $ (0.18) Diluted: Numerator: Net income (loss) attributable to common shareholders $ (297,504) $ 124,859 $ (17,667) Add: dividends declared on Series A, B & C preferred stock (2) — — — Add: dividends declared on Series D preferred stock (2) — — — Add: cumulative dividends on Series D preferred stock (2) — — — Net income (loss) attributable to common and common equivalent shareholders (297,504) 124,859 (17,667) Denominator: Weighted-average common stock outstanding 164,042 162,889 97,496 Series A, B & C preferred stock outstanding (2) — — — Series D preferred stock outstanding (2) — — — Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP (1)(2) — 2,655 — Total common and common equivalent shares outstanding 164,042 165,544 97,496 Net income (loss) per share—diluted: $ (1.81) $ 0.75 $ (0.18) (1) Excluded from the computation of net loss per share-diluted for the year ended June 30, 2022, because the effect would have been anti-dilutive. (2) Excluded from the computation of net loss per share-diluted for the year ended June 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 consisted of the following as of June 30: (in thousands) 2022 2021 2020 Series A, B & C preferred stock outstanding — — 10,871 Series D preferred stock outstanding — — 28,817 Series E preferred stock outstanding — — 694 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP 5,382 784 4,161 Shares subject to outstanding PSU's (1) 168 121 — Total 5,550 905 44,543 (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) | 12 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present information about the reportable segments for the periods presented: Year Ended June 30, 2022 (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 595,375 $ 153,973 $ 27,881 $ (13,184) $ 764,045 Operating expenses (789,174) (154,102) (22,448) (58,625) (1) (1,024,349) Other expenses, net — — — (202) (202) Adjusted EBITDA $ (193,799) $ (129) $ 5,433 $ (72,011) (260,506) Share-based compensation expense (7,052) Non-recurring expenses (2) (4,730) Depreciation and amortization (24,724) Loss on disposal of property, equipment, and software, net (1,456) Goodwill impairment (44,596) Impairment of long-lived assets (3,147) Interest expense, net (43,595) Income tax benefit 92,302 Net loss $ (297,504) (1) Operating expenses in the Corp & Elims division primarily include $44.2 million in salaries and benefits for certain general, administrative, and IT related departments, and $18.2 million in professional services fees. (2)These expenses primarily consist of costs incurred for amendments to the Senior Secured Credit Facility, costs related to acquisitions, and severance expenses. Year Ended June 30, 2021 Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 728,701 $ 177,669 $ 30,913 $ (7,302) $ 929,981 Operating expenses (484,924) (155,127) (22,735) (46,899) (1) (709,685) Other expenses, net — — — (100) (100) Adjusted EBITDA $ 243,777 $ 22,542 $ 8,178 $ (54,301) 220,196 Share-based compensation expense (5,165) Non-recurring expenses (2) (6,065) Fair value adjustments to contingent earnout obligations (1,488) Depreciation and amortization (16,142) Loss on disposal of property, equipment, and software (686) Interest expense, net (29,320) Loss on extinguishment of debt (3,315) Income tax expense (33,156) Net income $ 124,859 (1) Operating expenses in the Corp & Elims division primarily include $34.0 million in salaries and benefits for certain general, administrative, and IT related departments, and $13.4 million in professional services fees. (2) These expenses primarily consist of costs incurred for the First Amendment to the Senior Secured Credit Facility, recent acquisitions, re-designation of the hedge, and the Secondary Offering . Year Ended June 30, 2020 Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 361,673 $ 127,790 $ 41,189 $ (1,314) $ 529,338 Operating expenses (215,935) (102,155) (32,490) (26,881) (1) (377,461) Other expenses, net — — — (30) (30) Adjusted EBITDA $ 145,738 $ 25,635 $ 8,699 $ (28,225) 151,847 Share-based compensation expense (9,498) Non-recurring expenses (2) (3,721) Fair value adjustments to contingent earnout obligations (375) Depreciation and amortization (7,993) Loss on disposal of property, equipment and software (360) Restructuring expenses (153) Interest expense, net (24,595) Loss on extinguishment of debt (1,166) Income tax expense (24,502) Net income $ 79,484 (1) Operating expenses in the Corp & Elims division primarily include $17.2 million in salaries and benefits for certain general, administrative, and IT related departments, and $8.7 million in professional services fees. (2) These expenses consist of one-time consulting expenses associated with adopting ASC 606, non-recurring compensation to certain former board members, non-restructuring severance expenses, employer payroll taxes on the one-time Distribution to stock option holders, costs related to our IPO, cost related to the acquisition of InsideResponse, and expenses related to business continuity in response to the COVID-19 pandemic. |
Summary of Business and Signi_4
Summary of Business and Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 31, 2020 | May 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | ||||||||
Capitalized computer software, amortization period | 3 years | |||||||
Allowance for uncollectability | $ 600 | $ 100 | ||||||
Advertising expense | 418,000 | 329,400 | $ 162,800 | |||||
Total revenue | 764,045 | 929,981 | 529,338 | |||||
Accounts receivable, net | 129,748 | 103,364 | ||||||
Net income (loss) | (297,504) | 124,859 | 79,484 | |||||
Adjustment | ||||||||
Class of Stock [Line Items] | ||||||||
Total revenue | (7,834) | (2,177) | ||||||
Accounts receivable, net | 10,011 | (2,200) | ||||||
Net income (loss) | (6,187) | 1,663 | ||||||
Commission | ||||||||
Class of Stock [Line Items] | ||||||||
Total revenue | 587,518 | 818,772 | 474,429 | |||||
Commission | Adjustment | ||||||||
Class of Stock [Line Items] | ||||||||
Total revenue | $ (800) | $ (700) | $ (3,800) | (7,834) | (2,177) | |||
Preferred Class E | ||||||||
Class of Stock [Line Items] | ||||||||
Payments of stock issuance costs | $ 5,600 | |||||||
IPO | ||||||||
Class of Stock [Line Items] | ||||||||
Payments of stock issuance costs | $ 26,900 | |||||||
Senior | ||||||||
Class of Stock [Line Items] | ||||||||
Total revenue | 595,375 | 728,701 | 361,673 | |||||
Senior | Commission | ||||||||
Class of Stock [Line Items] | ||||||||
Total revenue | 434,457 | 638,340 | 331,245 | |||||
Life | ||||||||
Class of Stock [Line Items] | ||||||||
Total revenue | 153,973 | 177,669 | 127,790 | |||||
Life | Commission | ||||||||
Class of Stock [Line Items] | ||||||||
Total revenue | $ 133,834 | $ 154,815 | $ 105,687 | |||||
Major Customer One | Accounts And Commission Receivable | Customer Concentration Risk | ||||||||
Class of Stock [Line Items] | ||||||||
Concentration risk, percentage | 29% | 29% | ||||||
Major Customer One | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Senior | ||||||||
Class of Stock [Line Items] | ||||||||
Concentration risk, percentage | 18% | 24% | 26% | |||||
Major Customer Two | Accounts And Commission Receivable | Customer Concentration Risk | ||||||||
Class of Stock [Line Items] | ||||||||
Concentration risk, percentage | 20% | 21% | ||||||
Major Customer Two | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Senior | ||||||||
Class of Stock [Line Items] | ||||||||
Concentration risk, percentage | 17% | 19% | 18% | |||||
Major Customer Three | Accounts And Commission Receivable | Customer Concentration Risk | ||||||||
Class of Stock [Line Items] | ||||||||
Concentration risk, percentage | 14% | 10% | ||||||
Major Customer Three | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Life | ||||||||
Class of Stock [Line Items] | ||||||||
Concentration risk, percentage | 12% | 15% | 11% |
Summary of Business and Signi_5
Summary of Business and Significant Accounting Policies - Property and Equipment and Capitalized Software (Details) | 12 Months Ended |
Jun. 30, 2022 | |
Computer hardware | |
Property, Plant and Equipment [Line Items] | |
Property equipment, useful life | 3 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property equipment, useful life | 2 years |
Automobiles | |
Property, Plant and Equipment [Line Items] | |
Property equipment, useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property equipment, useful life | 7 years |
Summary of Business and Signi_6
Summary of Business and Significant Accounting Policies - Revised Balance Sheet and Statements of Comprehensive Income (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Accounts receivable, net | $ 129,748 | $ 103,364 | |||||
Total assets | 402,773 | 483,424 | |||||
Total assets | 1,290,052 | 1,423,861 | |||||
DEFERRED INCOME TAXES | 50,080 | 138,827 | |||||
Total liabilities | 898,947 | 756,822 | |||||
Retained earnings (accumulated deficit) | (177,100) | 120,404 | |||||
Total shareholders’ equity | 391,105 | 667,039 | $ 544,026 | $ 262,455 | |||
Total liabilities and shareholders’ equity | 1,290,052 | 1,423,861 | |||||
Total revenue | 764,045 | 929,981 | 529,338 | ||||
Income (loss) from operations | (346,009) | 192,238 | 130,152 | ||||
Income (loss) before income tax expense (benefit) | (389,806) | 158,015 | 103,986 | ||||
Income tax expense (benefit) | (92,302) | 33,156 | 24,502 | ||||
Net income (loss) | $ (297,504) | $ 124,859 | $ 79,484 | ||||
Net income (loss) per share—basic: (in dollars per share) | $ (1.81) | $ 0.77 | $ (0.18) | ||||
Net income (loss) per share—diluted: (in dollars per share) | $ (1.81) | $ 0.75 | $ (0.18) | ||||
COMPREHENSIVE INCOME (LOSS) | $ (286,017) | $ 126,342 | $ 78,230 | ||||
Retained Earnings / (Accumulated Deficit) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total shareholders’ equity | (177,100) | 120,404 | (4,455) | 200,446 | |||
Net income (loss) | (297,504) | 124,859 | 79,484 | ||||
Commission | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total revenue | $ 587,518 | 818,772 | 474,429 | ||||
As Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Accounts receivable, net | 113,375 | ||||||
Total assets | 493,435 | ||||||
Total assets | 1,433,872 | ||||||
DEFERRED INCOME TAXES | 140,988 | ||||||
Total liabilities | 758,983 | ||||||
Retained earnings (accumulated deficit) | 128,254 | ||||||
Total shareholders’ equity | 674,889 | 545,689 | 262,455 | ||||
Total liabilities and shareholders’ equity | 1,433,872 | ||||||
Total revenue | 937,815 | 531,515 | |||||
Income (loss) from operations | 200,072 | 132,329 | |||||
Income (loss) before income tax expense (benefit) | 165,849 | 106,163 | |||||
Income tax expense (benefit) | 34,803 | 25,016 | |||||
Net income (loss) | $ 131,046 | $ 81,147 | |||||
Net income (loss) per share—basic: (in dollars per share) | $ 0.80 | $ (0.16) | |||||
Net income (loss) per share—diluted: (in dollars per share) | $ 0.79 | $ (0.16) | |||||
COMPREHENSIVE INCOME (LOSS) | $ 132,529 | $ 79,893 | |||||
As Previously Reported | Retained Earnings / (Accumulated Deficit) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total shareholders’ equity | 128,254 | (2,792) | 200,446 | ||||
Net income (loss) | 131,046 | 81,147 | |||||
As Previously Reported | Commission | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total revenue | 826,606 | 476,606 | |||||
Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Accounts receivable, net | 10,011 | (2,200) | |||||
Total assets | (10,011) | ||||||
Total assets | (10,011) | ||||||
DEFERRED INCOME TAXES | (2,161) | ||||||
Total liabilities | (2,161) | ||||||
Retained earnings (accumulated deficit) | (7,850) | ||||||
Total shareholders’ equity | (7,850) | (1,663) | 0 | ||||
Total liabilities and shareholders’ equity | (10,011) | ||||||
Total revenue | (7,834) | (2,177) | |||||
Income (loss) from operations | (7,834) | (2,177) | |||||
Income (loss) before income tax expense (benefit) | (7,834) | (2,177) | |||||
Income tax expense (benefit) | (1,647) | ||||||
Net income (loss) | $ (6,187) | $ 1,663 | |||||
Net income (loss) per share—basic: (in dollars per share) | $ (0.03) | $ (0.02) | |||||
Net income (loss) per share—diluted: (in dollars per share) | $ (0.04) | $ (0.02) | |||||
COMPREHENSIVE INCOME (LOSS) | $ (6,187) | $ (1,663) | |||||
Adjustment | Retained Earnings / (Accumulated Deficit) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total shareholders’ equity | (7,850) | (1,663) | $ 0 | ||||
Net income (loss) | (6,187) | (1,700) | |||||
Adjustment | Commission | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Total revenue | $ (800) | $ (700) | $ (3,800) | $ (7,834) | $ (2,177) |
Summary of Business and Signi_7
Summary of Business and Significant Accounting Policies - Revised Equity Statements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | $ 667,039 | $ 544,026 | $ 262,455 |
Net income (loss) | (297,504) | 124,859 | 79,484 |
Ending balance | 391,105 | 667,039 | 544,026 |
As Previously Reported | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 674,889 | 545,689 | 262,455 |
Net income (loss) | 131,046 | 81,147 | |
Ending balance | 674,889 | 545,689 | |
Adjustment | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | (7,850) | (1,663) | 0 |
Net income (loss) | (6,187) | 1,663 | |
Ending balance | (7,850) | (1,663) | |
Retained Earnings / (Accumulated Deficit) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 120,404 | (4,455) | 200,446 |
Net income (loss) | (297,504) | 124,859 | 79,484 |
Ending balance | (177,100) | 120,404 | (4,455) |
Retained Earnings / (Accumulated Deficit) | As Previously Reported | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 128,254 | (2,792) | 200,446 |
Net income (loss) | 131,046 | 81,147 | |
Ending balance | 128,254 | (2,792) | |
Retained Earnings / (Accumulated Deficit) | Adjustment | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | $ (7,850) | (1,663) | 0 |
Net income (loss) | (6,187) | (1,700) | |
Ending balance | $ (7,850) | $ (1,663) |
Summary of Business and Signi_8
Summary of Business and Significant Accounting Policies - Revised Cash Flow Items (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net Income (Loss) Attributable to Parent | $ 297,504 | $ (124,859) | $ (79,484) |
Deferred income taxes | 92,716 | (33,007) | (24,493) |
Accounts receivable | (25,749) | (19,993) | (13,408) |
Net cash used in operating activities | (338,314) | (115,442) | (61,776) |
INCOME TAX EXPENSE (BENEFIT) | (92,302) | 33,156 | 24,502 |
Retained Earnings / (Accumulated Deficit) | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net Income (Loss) Attributable to Parent | $ 297,504 | (124,859) | (79,484) |
As Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net Income (Loss) Attributable to Parent | (131,046) | (81,147) | |
Deferred income taxes | (34,654) | (25,007) | |
Accounts receivable | (27,827) | (15,585) | |
Net cash used in operating activities | (115,442) | (61,776) | |
INCOME TAX EXPENSE (BENEFIT) | 34,803 | 25,016 | |
As Previously Reported | Retained Earnings / (Accumulated Deficit) | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net Income (Loss) Attributable to Parent | (131,046) | (81,147) | |
Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net Income (Loss) Attributable to Parent | 6,187 | (1,663) | |
Deferred income taxes | (514) | ||
Accounts receivable | 7,834 | 2,177 | |
Net cash used in operating activities | 0 | 0 | |
INCOME TAX EXPENSE (BENEFIT) | (1,647) | ||
Adjustment | Retained Earnings / (Accumulated Deficit) | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net Income (Loss) Attributable to Parent | $ 6,187 | $ 1,700 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2021 USD ($) | Apr. 30, 2021 USD ($) provision segment patient | Feb. 01, 2021 USD ($) | May 01, 2020 USD ($) | Aug. 25, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Fair value adjustments to contingent earnout obligations | $ 0 | $ 1,488 | $ 375 | ||||||
Weighted-Average Remaining Useful Life | 6 years 2 months 12 days | 7 years 1 month 6 days | |||||||
InsideResponse | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of voting interests acquired (in percent) | 100% | ||||||||
Purchase consideration, net | $ 65,000 | ||||||||
Payments to acquire businesses, gross | 32,700 | ||||||||
Contingent consideration, liability | $ 32,300 | ||||||||
Fair value adjustments to contingent earnout obligations | $ 1,500 | ||||||||
Base purchase price | 32,700 | ||||||||
Net working capital true-up | (3,527) | ||||||||
Aggregate purchase price | $ 67,092 | ||||||||
InsideResponse | Senior | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, goodwill, expected tax deductible amount | $ 5,000 | $ 5,000 | |||||||
InsideResponse | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted-Average Remaining Useful Life | 2 years | ||||||||
InsideResponse | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted-Average Remaining Useful Life | 7 years | ||||||||
Lead Distribution Company | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase consideration, net | $ 33,500 | ||||||||
Payments to acquire businesses, gross | 24,000 | ||||||||
Contingent consideration, liability | 3,500 | ||||||||
Fair value adjustments to contingent earnout obligations | 400 | ||||||||
Base purchase price | 30,000 | ||||||||
Holdback for indemnification claims | 6,000 | ||||||||
Remaining holdback for indemnification claims | 5,500 | ||||||||
Net working capital true-up | 499 | (500) | |||||||
Aggregate purchase price | $ 29,501 | ||||||||
Lead Distribution Company | Senior | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, goodwill, expected tax deductible amount | 1,600 | 1,600 | |||||||
Lead Distribution Company | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted-Average Remaining Useful Life | 5 years | ||||||||
Lead Distribution Company | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted-Average Remaining Useful Life | 9 years | ||||||||
Express Med Pharmaceutical Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of voting interests acquired (in percent) | 100% | ||||||||
Contingent consideration, liability | $ 4,000 | ||||||||
Fair value adjustments to contingent earnout obligations | 300 | ||||||||
Base purchase price | 20,000 | ||||||||
Holdback for indemnification claims | 2,500 | ||||||||
Net working capital true-up | 483 | ||||||||
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, number of active patients | patient | 15,000 | ||||||||
Contingent consideration provision two | 1,000 | 1,000 | |||||||
Contingent consideration provision two period | 36 months | ||||||||
Capacity of new facility | segment | 75,000 | ||||||||
Express Med Pharmaceutical Inc | Subsequent Event | |||||||||
Business Acquisition [Line Items] | |||||||||
Remaining holdback for indemnification claims | $ 2,300 | ||||||||
Express Med Pharmaceutical Inc | Senior | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, goodwill, expected tax deductible amount | 16,300 | 16,300 | |||||||
Express Med Pharmaceutical Inc | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted-Average Remaining Useful Life | 1 year | ||||||||
Express Med Pharmaceutical Inc | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Weighted-Average Remaining Useful Life | 5 years | ||||||||
Simple Meds | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of voting interests acquired (in percent) | 100% | ||||||||
Payments to acquire businesses, gross | $ 7,000 | ||||||||
Base purchase price | 7,000 | ||||||||
Net working capital true-up | (347) | ||||||||
Aggregate purchase price | $ 7,408 | ||||||||
Revenue generated from business acquisition | 14,600 | ||||||||
Simple Meds | Senior | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, goodwill, expected tax deductible amount | $ 5,600 | $ 5,600 |
Acquisitions - Consideration (D
Acquisitions - Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Aug. 31, 2021 | Apr. 30, 2021 | Feb. 01, 2021 | May 01, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | |||||||
Total purchase consideration | $ 6,927 | $ 41,028 | $ 35,821 | ||||
InsideResponse | |||||||
Business Acquisition [Line Items] | |||||||
Base purchase price | $ 32,700 | ||||||
Fair value of earnout | 30,437 | ||||||
Net working capital true-up | 3,527 | ||||||
Closing cash | 904 | ||||||
Closing indebtedness | (476) | ||||||
Total purchase consideration | $ 67,092 | ||||||
Goodwill purchase accounting adjustments | $ 100 | ||||||
Lead Distribution Company | |||||||
Business Acquisition [Line Items] | |||||||
Base purchase price | $ 30,000 | ||||||
Net working capital true-up | (499) | $ 500 | |||||
Total purchase consideration | $ 29,501 | ||||||
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 | 24,000 | ||||||
Total purchase consideration | $ 19,537 | ||||||
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 | 12 Months Ended | |||||
Aug. 31, 2021 | Apr. 30, 2021 | Feb. 01, 2021 | May 01, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 29,136 | $ 68,019 | ||||
Weighted-Average Remaining Useful Life | 6 years 2 months 12 days | 7 years 1 month 6 days | ||||
InsideResponse | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 955 | |||||
Accounts receivable | 8,220 | |||||
Other current assets | 459 | |||||
Property and equipment, net | 51 | |||||
Accounts payable | (2,922) | |||||
Accrued expenses | (737) | |||||
Other current liabilities | (8) | |||||
Other liabilities | (1) | |||||
Net tangible assets acquired | 6,017 | |||||
Goodwill | 41,092 | |||||
Total intangible assets acquired | 61,075 | |||||
Net assets acquired | $ 67,092 | |||||
InsideResponse | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted-Average Remaining Useful Life | 2 years | |||||
InsideResponse | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted-Average Remaining Useful Life | 7 years | |||||
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] | ||||||
Weighted-Average Remaining Useful Life | 5 years | |||||
Lead Distribution Company | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted-Average Remaining Useful 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 | (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] | ||||||
Weighted-Average Remaining Useful Life | 1 year | |||||
Express Med Pharmaceutical Inc | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted-Average Remaining Useful 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 | |||||
Trade Name | InsideResponse | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 2,680 | |||||
Weighted-Average Remaining Useful Life | 5 years | |||||
Proprietary Software | InsideResponse | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 1,042 | |||||
Proprietary Software | InsideResponse | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted-Average Remaining Useful Life | 2 years | |||||
Proprietary Software | InsideResponse | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Weighted-Average Remaining Useful Life | 5 years | |||||
Proprietary Software | Express Med Pharmaceutical Inc | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 550 | |||||
Weighted-Average Remaining Useful Life | 3 years | |||||
Non-compete agreements | InsideResponse | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 192 | |||||
Weighted-Average Remaining Useful Life | 3 years | |||||
Non-compete agreements | Lead Distribution Company | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 1,000 | |||||
Weighted-Average Remaining Useful Life | 5 years | |||||
Non-compete agreements | Express Med Pharmaceutical Inc | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 100 | |||||
Weighted-Average Remaining Useful Life | 5 years | |||||
Customer relationships | InsideResponse | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 16,069 | |||||
Weighted-Average Remaining Useful Life | 7 years | |||||
Customer relationships | Express Med Pharmaceutical Inc | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 200 | |||||
Weighted-Average Remaining Useful Life | 1 year | |||||
Customer relationships | Simple Meds | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 370 | |||||
Weighted-Average Remaining Useful Life | 1 year | |||||
Vendor relationships | Lead Distribution Company | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 23,700 | |||||
Weighted-Average Remaining Useful Life | 9 years |
Property And Equipment_Net - Su
Property And Equipment—Net - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 66,038 | $ 46,767 |
Less accumulated depreciation | (24,234) | (17,257) |
PROPERTY AND EQUIPMENT—Net | 41,804 | 29,510 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 23,303 | 13,351 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 15,051 | 2,667 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,269 | 18,525 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,605 | 5,004 |
Work in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,810 | $ 7,220 |
Property And Equipment_Net - Na
Property And Equipment—Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ (11.8) | $ (7.7) | $ (5.2) |
Software_Net - Summary (Details
Software—Net - Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 30,211 | $ 20,356 |
Less accumulated amortization | (13,910) | (7,745) |
Software—net | 16,301 | 12,611 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 26,049 | 16,530 |
Work in progress | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 4,162 | $ 3,826 |
Software_Net - Narrative (Detai
Software—Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Capitalized software costs in the period | $ 8.4 | $ 7.6 | $ 5.8 |
Capitalized software amortization | $ (6.3) | $ (3.9) | $ (2.2) |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 25, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Expected rental payments | $ 52,536,000 | |||
Sublease Income | 690,000 | $ 975,000 | ||
Leases expected to be commenced | 3,500,000 | |||
Monaca, Pennsylvania | Affiliated Entity | ||||
Lessee, Lease, Description [Line Items] | ||||
Expected rental payments | $ 3,600,000 | |||
Operating lease, term | 10 years | |||
Option to extend | 5 years | |||
Overland Park, Kansas and Centennial, Colorado | ||||
Lessee, Lease, Description [Line Items] | ||||
Sublease Income | $ 14,300,000 | |||
Des Moines, Iowa | ||||
Lessee, Lease, Description [Line Items] | ||||
Loss on lease termination | $ 300,000 | |||
Overland Park, Kansas | Subsequent Event | ||||
Lessee, Lease, Description [Line Items] | ||||
Loss on lease termination | $ 900,000 | |||
Number of installments | 2 | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term | 1 year | |||
Term of lease contract not yet commenced | 7 years | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term | 13 years | |||
Term of lease contract not yet commenced | 10 years |
Leases - Schedule of Right of U
Leases - Schedule of Right of Use Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Assets | ||
Operating leases | $ 28,016 | $ 31,414 |
Finance leases | $ 261 | $ 181 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | PROPERTY AND EQUIPMENT—Net | PROPERTY AND EQUIPMENT—Net |
Total lease right-of-use assets | $ 28,277 | $ 31,595 |
Current | ||
Operating leases | 5,261 | 5,289 |
Finance leases | $ 136 | $ 188 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Non-current | ||
Operating leases | $ 33,946 | $ 38,392 |
Finance leases | $ 129 | $ 27 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | OTHER LIABILITIES | OTHER LIABILITIES |
Present value of lease liabilities | $ 39,472 | $ 43,896 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Finance lease costs | $ 181 | $ 245 |
Operating lease costs | 7,996 | 7,843 |
Short-term lease costs | 108 | 172 |
Variable lease costs | 842 | 1,195 |
Sublease income | (690) | (975) |
Total net lease costs | $ 8,437 | $ 8,480 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating leases | ||
Operating cash flows from leases | $ 9,561 | $ 7,228 |
Financing cash flows from leases | 0 | 0 |
Right-of-use assets obtained in exchange for new lease liabilities | 654 | 5,618 |
Finance leases | ||
Operating cash flows from leases | 12 | 11 |
Financing cash flows from leases | 199 | 262 |
Right-of-use assets obtained in exchange for new lease liabilities | 249 | 194 |
Operating cash flows from leases | 9,573 | 7,239 |
Financing cash flows from leases | 199 | 262 |
Right-of-use assets obtained in exchange for new lease liabilities | $ 903 | $ 5,812 |
Weighted Average Remaining Lease Term [Abstract] | ||
Operating leases | 6 years 6 months 21 days | 7 years 2 months 12 days |
Finance leases | 3 years 2 months 12 days | 1 year 1 month 20 days |
Weighted Average Discount Rate [Abstract] | ||
Operating leases | 9.55% | 9.58% |
Finance leases | 5.64% | 6.44% |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Operating leases | ||
2023 | $ 8,710 | |
2024 | 9,032 | |
2025 | 9,203 | |
2026 | 7,040 | |
2027 | 5,666 | |
Thereafter | 12,885 | |
Total undiscounted lease payments | 52,536 | |
Less: interest | 13,329 | |
Present value of lease liabilities | 39,207 | |
Finance leases | ||
2023 | 146 | |
2024 | 38 | |
2025 | 38 | |
2026 | 38 | |
2027 | 32 | |
Thereafter | 0 | |
Total undiscounted lease payments | 292 | |
Less: interest | 27 | |
Present value of lease liabilities | 265 | |
Operating Lease and Finance Leases [Abstract] | ||
2023 | 8,856 | |
2024 | 9,070 | |
2025 | 9,241 | |
2026 | 7,078 | |
2027 | 5,698 | |
Thereafter | 12,885 | |
Total undiscounted lease payments | 52,828 | |
Less: interest | 13,356 | |
Present value of lease liabilities | $ 39,472 | $ 43,896 |
Leases - Sublease Income, Fisca
Leases - Sublease Income, Fiscal Year Maturity (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 873 |
2024 | 2,515 |
2025 | 2,736 |
2026 | 2,121 |
2027 | 1,970 |
Thereafter | 4,024 |
Total sublease income | $ 14,239 |
Supplemental Financial Statem_3
Supplemental Financial Statement Information - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 140,248 | $ 25,713 | ||
Money market funds | 749 | 260,741 | ||
Total cash, cash equivalents, and restricted cash | $ 140,997 | $ 286,454 | $ 368,870 | $ 570 |
Supplemental Financial Statem_4
Supplemental Financial Statement Information - Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 7,943 | $ 2,327 |
Inventory | 5,754 | 176 |
Other receivables | 2,054 | 1,983 |
Total other current assets | $ 15,751 | $ 4,486 |
Supplemental Financial Statem_5
Supplemental Financial Statement Information - Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Commission advances | $ 8,029 | $ 5,080 |
Unrealized loss on interest rate swap contract | 0 | 236 |
Financing lease liabilities-short term | 136 | 188 |
Total other current liabilities | 8,165 | 5,504 |
Commission advance liability | 3,400 | $ 5,100 |
Contract liability related to advance payments | $ 4,600 |
Supplemental Financial Statem_6
Supplemental Financial Statement Information - Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Payroll tax liabilities-long term | $ 0 | $ 4,332 |
Acquisition holdback | 0 | 5,730 |
Financing lease liabilities-long term | 129 | 27 |
Third-party commission liabilities | 1,824 | 1,286 |
Other | 1,032 | 368 |
Total other liabilities | $ 2,985 | $ 11,743 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Carrying Amounts Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 46,756 | $ 46,386 |
Impairment Charges | (3,147) | |
Accumulated Amortization | (12,354) | (5,716) |
Net Carrying Amount | 31,255 | 40,670 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 17,492 | 17,122 |
Impairment Charges | 0 | |
Accumulated Amortization | (6,232) | (3,448) |
Net Carrying Amount | 11,260 | 13,674 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,680 | 2,680 |
Impairment Charges | 0 | |
Accumulated Amortization | (1,161) | (625) |
Net Carrying Amount | 1,519 | 2,055 |
Proprietary software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,592 | 1,592 |
Impairment Charges | (336) | |
Accumulated Amortization | (816) | (382) |
Net Carrying Amount | 440 | 1,210 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,292 | 1,292 |
Impairment Charges | 0 | |
Accumulated Amortization | (445) | (163) |
Net Carrying Amount | 847 | 1,129 |
Vendor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23,700 | 23,700 |
Impairment Charges | (2,811) | |
Accumulated Amortization | (3,700) | (1,098) |
Net Carrying Amount | $ 17,189 | $ 22,602 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets excluding goodwill | $ 0 | $ 0 | |
Amortization of Iintangible assets | $ (6,600) | $ (4,600) | $ (500) |
Remaining useful life of intangible assets (in years) | 6 years 2 months 12 days | 7 years 1 month 6 days | |
Goodwill impairment | $ 44,596 | $ 0 | $ 0 |
Goodwill re-allocation | $ 0 | ||
Fair Value, Inputs, Level 3 | Valuation, Market Approach | Minimum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible asset, measurement input | 75% | ||
Fair Value, Inputs, Level 3 | Valuation, Market Approach | Maximum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible asset, measurement input | 25% | ||
Fair Value, Inputs, Level 3 | Valuation Technique, Discounted Cash Flow | Minimum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible asset, measurement input | 10.10% | ||
Fair Value, Inputs, Level 3 | Valuation Technique, Discounted Cash Flow | Maximum | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible asset, measurement input | 14.30% | ||
Auto & Home | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | $ 5,364 | ||
Goodwill re-allocation | 0 | ||
Senior | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | 39,232 | ||
Goodwill re-allocation | (29,136) | ||
Healthcare Services | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | 0 | ||
Goodwill re-allocation | 29,136 | ||
Vendor relationships | Senior | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | 2,800 | ||
Proprietary software | Senior | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | $ 300 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
2023 | $ 5,617 | |
2024 | 5,498 | |
2025 | 5,378 | |
2026 | 4,714 | |
2027 | 4,194 | |
Thereafter | 5,854 | |
Net Carrying Amount | 31,255 | $ 40,670 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 536 | |
2024 | 536 | |
2025 | 447 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Net Carrying Amount | 1,519 | 2,055 |
Proprietary software | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 156 | |
2024 | 156 | |
2025 | 128 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Net Carrying Amount | 440 | 1,210 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 273 | |
2024 | 220 | |
2025 | 220 | |
2026 | 134 | |
2027 | 0 | |
Thereafter | 0 | |
Net Carrying Amount | 847 | 1,129 |
Vendor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 2,267 | |
2024 | 2,267 | |
2025 | 2,267 | |
2026 | 2,267 | |
2027 | 2,267 | |
Thereafter | 5,854 | |
Net Carrying Amount | 17,189 | 22,602 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 2,385 | |
2024 | 2,319 | |
2025 | 2,316 | |
2026 | 2,313 | |
2027 | 1,927 | |
Thereafter | 0 | |
Net Carrying Amount | $ 11,260 | $ 13,674 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill [Line Items] | |||
Beginning balance | $ 68,019 | ||
Goodwill from the acquisition of Simple Meds | 5,713 | ||
Goodwill re-allocation | 0 | ||
Goodwill impairment | (44,596) | $ 0 | $ 0 |
Ending balance | 29,136 | 68,019 | |
Auto & Home | |||
Goodwill [Line Items] | |||
Beginning balance | 5,364 | ||
Goodwill from the acquisition of Simple Meds | 0 | ||
Goodwill re-allocation | 0 | ||
Goodwill impairment | (5,364) | ||
Ending balance | 0 | 5,364 | |
Senior | |||
Goodwill [Line Items] | |||
Beginning balance | 62,655 | ||
Goodwill from the acquisition of Simple Meds | 5,713 | ||
Goodwill re-allocation | (29,136) | ||
Goodwill impairment | (39,232) | ||
Ending balance | 0 | 62,655 | |
Healthcare Services | |||
Goodwill [Line Items] | |||
Beginning balance | 0 | ||
Goodwill from the acquisition of Simple Meds | 0 | ||
Goodwill re-allocation | 29,136 | ||
Goodwill impairment | 0 | ||
Ending balance | $ 29,136 | $ 0 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Employer matching contribution, percent | 2% | ||
Defined contribution plan, cost | $ (3) | $ (3.6) | $ (2.1) |
Self insurance reserve | $ 2.5 | $ 1.8 | |
ESPP | ESPP | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Minimum purchase price of common stock as a percent of common stock exercise date fair value, percent | 85% |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) - Interest Rate Swap $ in Millions | Jun. 30, 2022 USD ($) |
Derivative [Line Items] | |
Derivative, notional amount | $ 325 |
Cash flow hedge to be reclassified during next 12 months | (6.8) |
Other assets | |
Derivative [Line Items] | |
Derivative asset | $ 15.2 |
Base Rate | |
Derivative [Line Items] | |
Derivative, basis spread on variable rate | 1.03% |
Line of Credit | Base Rate | |
Derivative [Line Items] | |
Derivative, fixed interest rate | 5% |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Balance Sheet Location (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Derivative [Line Items] | ||
Derivative liability | $ (8,165) | $ (5,504) |
Interest Rate Swap | Other assets | ||
Derivative [Line Items] | ||
Derivative asset | 15,200 | |
Interest Rate Swap | Other assets | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Derivative asset | $ 15,219 | |
Interest Rate Swap | Other current liabilities | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Derivative liability | $ (236) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Unrealized Gains (Losses) in Accumulated Other Comprehensive Income (Loss) (Details) - Interest Rate Swap - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative [Line Items] | ||
Unrealized gain (loss), before taxes | $ 14,621 | $ 1,251 |
Income tax (expense) benefit | (3,752) | (310) |
Unrealized gain (loss), net of taxes | $ 10,869 | $ 941 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Reclassification of Gains and Losses From Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount reclassified into earnings, net tax | $ 618 | $ 542 | $ 41 |
Interest expense, net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount reclassified into earnings, net tax | 835 | 721 | |
Income tax benefit | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount reclassified into earnings, net tax | $ (217) | $ (179) |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Change in Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2022 USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | $ 667,039 |
Unrealized gains, net of related tax expense | 10,869 |
Amount reclassified into earnings, net of related taxes | 618 |
Ending balance | 391,105 |
Reclassification from AOCI, current period, tax | 200 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | 229 |
Ending balance | 11,716 |
Other comprehensive income (loss) before reclassifications, tax | $ 3,800 |
Debt - Credit Agreement and Sen
Debt - Credit Agreement and Senior Secured Credit Facility (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | $ (2,857) | $ (4,081) |
Unamortized debt discount | (4,878) | (6,428) |
Total debt | 705,592 | 461,403 |
Less current portion of long-term debt: | (7,169) | (2,360) |
Long-term debt | 698,423 | 459,043 |
Line of Credit | Secured Debt | ||
Debt Instrument [Line Items] | ||
Loans outstanding | $ 469,552 | $ 471,912 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 12 Months Ended | 19 Months Ended | |||||||||||
Aug. 26, 2022 USD ($) | Jun. 08, 2020 USD ($) | Nov. 05, 2019 | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | Jun. 30, 2020 USD ($) segment | Aug. 29, 2022 USD ($) | Aug. 25, 2022 USD ($) | Dec. 23, 2021 USD ($) | Nov. 02, 2021 USD ($) | Feb. 24, 2021 USD ($) | Dec. 14, 2018 USD ($) | |
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | ||||||||||||
Loss on extinguishment of debt | $ 0 | $ (3,315,000) | $ (1,166,000) | ||||||||||
Debt issuance costs and debt discounts | 27,100,000 | ||||||||||||
Unamortized debt issuance costs | 22,900,000 | ||||||||||||
Amortization of debt issuance costs | 5,500,000 | 3,300,000 | 2,300,000 | ||||||||||
Proceeds from DDTL Facility | 242,000,000 | 0 | 0 | ||||||||||
Payments of lines of credit | 1,225,000 | 0 | 0 | ||||||||||
Receivables Financing Agreement | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Payments of lines of credit | $ 29,300,000 | ||||||||||||
Secured Debt | Line of Credit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Increase to maximum borrowing capacity | $ 231,000,000 | ||||||||||||
Line of credit facility, maximum borrowing capacity | 425,000,000 | ||||||||||||
Loans outstanding | 469,552,000 | 471,912,000 | |||||||||||
Principal payments made | 2,400,000 | ||||||||||||
Line of Credit | Subsequent Event | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Increase in variable rate payable in cash | 0.50% | ||||||||||||
Increase in variable rate payable in kind | 1% | ||||||||||||
Line of Credit | LIBOR | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
LIBOR floor rate | 0.75% | ||||||||||||
Debt instrument, basis spread on variable rate | 5% | ||||||||||||
Line of Credit | Base Rate | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 4% | ||||||||||||
Line of Credit | Base Rate | Subsequent Event | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable rate payable in cash | 5% | ||||||||||||
Variable rate payable in kind | 2% | ||||||||||||
Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsequent Event | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable rate payable in cash | 6% | ||||||||||||
Variable rate payable in kind | 2% | ||||||||||||
Amendment fee | 1% | ||||||||||||
Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsequent Event | Minimum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, interest rate | 0.75% | ||||||||||||
Line of Credit | Secured Debt | DDTL Facility | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Increase to maximum borrowing capacity | 200,000,000 | ||||||||||||
Line of credit facility, maximum borrowing capacity | 345,000,000 | $ 145,000,000 | |||||||||||
Loans outstanding | $ 243,775,000 | 0 | |||||||||||
Ticking fee multiplier, fee | 1% | ||||||||||||
Debt instrument, periodic payment, percent | 0.25% | ||||||||||||
Principal payments made | $ 1,200,000 | ||||||||||||
Line of Credit | Secured Debt | DDTL Facility | Subsequent Event | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Termination fee | $ 500,000 | ||||||||||||
Remaining borrowing capacity | $ 100,000,000 | ||||||||||||
Line of Credit | Secured Debt | Term Loans | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | 656,000,000 | ||||||||||||
Loans outstanding | $ 469,600,000 | ||||||||||||
Debt instrument, periodic payment, percent | 1% | ||||||||||||
Line of Credit | Receivables Financing Agreement | Secured Debt | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | ||||||||||||
Loss on extinguishment of debt | $ 1,200,000 | ||||||||||||
Proceeds from DDTL Facility | $ 32,800,000 | ||||||||||||
Number of draws on Line of credit | segment | 7 | ||||||||||||
Payments of lines of credit | $ 4,500,000 | ||||||||||||
Revolving Credit Facility | LIBOR | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 4% | ||||||||||||
Revolving Credit Facility | Base Rate | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 3% | ||||||||||||
Revolving Credit Facility | Base Rate | Subsequent Event | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 4% | ||||||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsequent Event | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Amendment fee | 0.50% | ||||||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsequent Event | Minimum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, interest rate | 1% | ||||||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsequent Event | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt instrument, basis spread on variable rate | 5% | ||||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Increase to maximum borrowing capacity | $ 35,000,000 | $ 25,000,000 | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 135,000,000 | ||||||||||||
Loss on extinguishment of debt | $ 3,300,000 | ||||||||||||
Revolving Credit Facility | Line of Credit | Subsequent Event | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | $ 135,000,000 | |||||||||||
Minimum revolving exposure for asset coverage ratio | $ 50,000,000 | ||||||||||||
Revolving Credit Facility | Secured Debt | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Commitment fee percentage | 0.15% |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Reserved For Future Issuance (Details) - shares | Jun. 30, 2022 | Jun. 30, 2021 |
Class of Stock [Line Items] | ||
Options issued and outstanding under stock option plans (in shares) | 5,211,585 | 3,398,513 |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 16,851,526 | |
ESPP | Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 877,092 | |
2020 Plan | Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 9,669,190 | |
Options issued and outstanding under stock option plans (in shares) | 4,604,004 | |
2003 Plan | Common Stock | ||
Class of Stock [Line Items] | ||
Options issued and outstanding under stock option plans (in shares) | 1,701,240 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||||
Mar. 08, 2021 $ / shares shares | May 26, 2020 USD ($) $ / shares shares | Mar. 30, 2020 shares | Feb. 28, 2020 shares | Feb. 27, 2020 shares | Nov. 15, 2019 USD ($) $ / shares | May 06, 2020 USD ($) shares | Jun. 30, 2022 USD ($) installment plan $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2020 USD ($) | Jun. 30, 2019 USD ($) | Jun. 30, 2018 USD ($) | Apr. 17, 2020 $ / shares shares | |
Class of Stock [Line Items] | |||||||||||||
Common stock, par value, (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock, conversion basis, number of shares issued per share converted | shares | 8 | 8 | 1 | ||||||||||
Issuance and conversion of preferred shares, net of transaction fees | $ 130,047,000 | ||||||||||||
Issuance and conversion of preferred shares, net of transaction fees (in shares) | shares | 7,500,000 | ||||||||||||
Treasury stock retired (in shares) | shares | 4,000,000 | ||||||||||||
Treasury stock, value | 0 | ||||||||||||
Treasury stock retirement | (195,000) | ||||||||||||
Stock split, conversion ratio | 8 | ||||||||||||
Common stock, shares authorized (in shares) | shares | 700,000,000 | 23,000,000 | 700,000,000 | 700,000,000 | |||||||||
Add: dividends declared on Series D preferred stock | $ 0 | $ 0 | 86,302,000 | ||||||||||
Dividends in excess of earnings | 58,438,000 | ||||||||||||
Share based compensation cost recognition | 9,200,000 | ||||||||||||
Number of share-based compensation plans | plan | 2 | ||||||||||||
Cost not yet recognized | $ 8,800,000 | ||||||||||||
Cost not yet recognized, period for recognition | 2 years 9 months 14 days | ||||||||||||
Proceeds from common stock options exercised and employee stock purchase plan | $ 3,179,000 | $ 1,887,000 | 5,506,000 | ||||||||||
2020 Plan | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Percentage of outstanding stock annual increase, maximum | 3% | ||||||||||||
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 (in years) | 10 years | ||||||||||||
Number of installments | installment | 4 | ||||||||||||
Purchase price of common stock, percent | 100% | ||||||||||||
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% | ||||||||||||
Incentive Stock Options | 2020 Plan | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares reserved for future issuance (in shares) | shares | 4,000,000 | ||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based cost not yet recognized | $ 8,300,000 | ||||||||||||
Weighted-average remaining service period (in years) | 2 years 1 month 28 days | ||||||||||||
Performance Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based cost not yet recognized | $ 100,000 | ||||||||||||
Weighted-average remaining service period (in years) | 1 year 2 months 1 day | ||||||||||||
Dividend Declared | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividends | $ 188,700,000 | ||||||||||||
Dividends payable (in dollars per share) | $ / shares | $ 1.96 | ||||||||||||
Add: dividends declared on Series D preferred stock | $ 86,300,000 | ||||||||||||
Dividend Paid | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividends | 265,800,000 | ||||||||||||
Dividend Paid | Incentive Stock Options | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividends | $ 9,200,000 | ||||||||||||
Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance and conversion of preferred shares, net of transaction fees | 200,000 | ||||||||||||
Treasury stock retirement | 100,000 | $ 200,000 | $ 77,000,000 | ||||||||||
Dividends payable (in dollars per share) | $ / shares | $ 15.66 | ||||||||||||
Preferred Class E | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance and conversion of preferred shares, net of transaction fees | $ (100,000) | ||||||||||||
Temporary equity, shares issued (in shares) | shares | 35,000 | 100,000 | |||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||
Proceeds from issuance or sale of equity | $ 135,000,000 | ||||||||||||
Proceeds from issuance or sale of equity, net | $ 129,400,000 | ||||||||||||
Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares available for grant (in shares) | shares | 16,851,526 | ||||||||||||
Common Stock | 2020 Plan | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares available for grant (in shares) | shares | 9,669,190 | ||||||||||||
Secondary Offering | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued in transaction (in shares) | shares | 10,600,000 | ||||||||||||
Common stock, par value, (dollars per share) | $ / shares | $ 0.01 | ||||||||||||
IPO | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued in transaction (in shares) | shares | 18,000,000 | ||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 20 | ||||||||||||
Proceeds from initial public offering | $ 333,100,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Share-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | |||
Share-based compensation expense | $ 6,515 | $ 4,711 | $ 9,498 |
Equity classified stock options | |||
Class of Stock [Line Items] | |||
Share-based compensation expense | 3,145 | 1,732 | 9,383 |
Equity classified RSU's | |||
Class of Stock [Line Items] | |||
Share-based compensation expense | 3,948 | 2,274 | 115 |
Equity classified PSU's | |||
Class of Stock [Line Items] | |||
Share-based compensation expense | $ (578) | $ 705 | $ 0 |
Shareholders' Equity - Fair Val
Shareholders' Equity - Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Equity [Abstract] | |||
Volatility | 36% | 25% | 25.10% |
Risk-free interest rate | 1.40% | 0.40% | 0.70% |
Dividend yield | 0% | 0% | 0% |
Assumed forfeitures | 0% | 0% | 0% |
Expected term (in years) | 6 years 3 months | 6 years 2 months 26 days | 5 years 11 months 8 days |
Weighted-average fair value (in dollars per share) | $ 3.36 | $ 4.90 | $ 3.79 |
Shareholders' Equity - Option A
Shareholders' Equity - Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Number of Options | |
Beginning balance (in shares) | shares | 3,398,513 |
Options granted (in shares) | shares | 2,466,801 |
Options exercised (in shares) | shares | (350,406) |
Options forfeited/expired/cancelled (in shares) | shares | (303,323) |
Ending balance (in shares) | shares | 5,211,585 |
Vested and exercisable, number of options (in shares) | shares | 2,111,443 |
Weighted- Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 8.60 |
Options granted (in dollars per share) | $ / shares | 10.21 |
Options exercised (in dollars per share) | $ / shares | 3.74 |
Options forfeited/expired/cancelled (in dollars per share) | $ / shares | 17.88 |
Ending balance (in dollars per share) | $ / shares | 9.14 |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 4.67 |
Weighted-average remaining contractual term, outstanding (in years) | 6 years 11 months 19 days |
Weighted-average remaining contractual term, vested and exercisable (in years) | 3 years 10 months 24 days |
Aggregate intrinsic value, outstanding | $ | $ 2,636 |
Aggregate intrinsic value, vested and exercisable | $ | $ 2,636 |
Shareholders' Equity - Restrict
Shareholders' Equity - Restricted Stock Unit and Performance Stock Activity (Details) | 12 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Weighted-Average Grant Date Fair Value | |
Forfeited (in dollars per share) | $ / shares | $ 17.84 |
Performance adjustment (in dollars per share) | $ / shares | |
Restricted Stock Units (RSUs) | |
Number of Restricted Stock Units | |
Beginning balance (in shares) | shares | 356,285 |
Granted (in shares) | shares | 668,413 |
Vested (in shares) | shares | (134,940) |
Forfeited (in shares) | shares | (79,448) |
Ending balance (in shares) | shares | 810,310 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 19.12 |
Granted (in dollars per share) | $ / shares | 12.28 |
Vested (in dollars per share) | $ / shares | 19.86 |
Forfeited (in dollars per share) | $ / shares | 17.72 |
Ending balance (in dollars per share) | $ / shares | $ 13.50 |
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 |
Forfeited (in shares) | shares | (45,652) |
Performance adjustment (in shares) | shares | (270,056) |
Ending balance (in shares) | shares | 13,293 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 17.97 |
Granted (in dollars per share) | $ / shares | 17.80 |
Vested (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 17.88 |
Award performance period | 3 years |
Performance Stock | Share-based Payment Arrangement, Tranche One | Minimum | |
Weighted-Average Grant Date Fair Value | |
Number of potential shares earned (in percent) | 0% |
Performance Stock | Share-based Payment Arrangement, Tranche One | Maximum | |
Weighted-Average Grant Date Fair Value | |
Number of potential shares earned (in percent) | 150% |
Performance Stock | Share-based Payment Arrangement, Tranche Two | Minimum | |
Weighted-Average Grant Date Fair Value | |
Number of potential shares earned (in percent) | 0% |
Performance Stock | Share-based Payment Arrangement, Tranche Two | Maximum | |
Weighted-Average Grant Date Fair Value | |
Number of potential shares earned (in percent) | 200% |
Shareholders' Equity - Employee
Shareholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Share-based compensation expense | $ 7,052,000 | $ 5,165,000 | $ 9,498,000 |
Common Stock | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Number of shares available for grant (in shares) | 16,851,526 | ||
ESPP | Common Stock | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Number of shares available for grant (in shares) | 877,092 | ||
ESPP | ESPP | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Minimum purchase price of common stock as a percent of common stock exercise date fair value, percent | 85% | ||
Shares issued to employees (in shares) | 466,468 | ||
Share-based compensation expense | $ 500,000 | $ 400,000 | $ 0 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 764,045 | $ 929,981 | $ 529,338 |
Commission | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 587,518 | 818,772 | 474,429 |
Total production bonus revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 89,057 | 70,653 | 50,308 |
Total other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 87,470 | 40,556 | 4,601 |
Intersegment Eliminations | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 13,184 | 7,302 | 1,314 |
Intersegment Eliminations | Commission | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 6,624 | 2,004 | 534 |
Intersegment Eliminations | Total production bonus revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Intersegment Eliminations | Total other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 6,560 | 5,298 | 780 |
Senior | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 595,375 | 728,701 | 361,673 |
Senior | Commission | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 434,457 | 638,340 | 331,245 |
Senior | Medicare advantage | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 409,090 | 595,132 | 285,957 |
Senior | Medicare supplement | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 5,224 | 23,431 | 34,301 |
Senior | Prescription drug plan | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | (170) | 1,652 | 2,867 |
Senior | Dental, vision, and health | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 15,056 | 15,969 | 7,758 |
Senior | Other commission revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 5,257 | 2,156 | 362 |
Senior | Total production bonus revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 66,888 | 44,507 | 25,047 |
Senior | Total other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 94,030 | 45,854 | 5,381 |
Life | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 153,973 | 177,669 | 127,790 |
Life | Commission | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 133,834 | 154,815 | 105,687 |
Life | Term | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 65,539 | 80,588 | 76,564 |
Life | Final expense | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 68,295 | 74,227 | 29,123 |
Life | Total production bonus revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 20,139 | 22,854 | 22,103 |
Life | Total other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
Auto & Home | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 27,881 | 30,913 | 41,189 |
Auto & Home | Commission | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 25,851 | 27,621 | 38,031 |
Auto & Home | Total production bonus revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,030 | 3,292 | 3,158 |
Auto & Home | Total other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 0 | $ 0 | $ 0 |
Revenues from Contracts with _2
Revenues from Contracts with Customers - Commission Receivable Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Activity in Commissions Receivable [Roll Forward] | ||
Beginning balance | $ 845,897 | $ 512,961 |
Commission revenue from revenue recognized | 386,625 | 451,086 |
Net commission revenue adjustment from change in estimate | (212,220) | (6,968) |
Amounts recognized as accounts receivable, net | (181,676) | (111,182) |
Ending balance | $ 838,626 | $ 845,897 |
Revenues from Contracts with _3
Revenues from Contracts with Customers - Narrative (Details) $ in Thousands | 12 Months Ended | |
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Net commission revenue adjustment from change in estimate | $ 212,220 | $ 6,968 |
Medicare advantage | Senior | Fiscal Year 2021 | ||
Disaggregation of Revenue [Line Items] | ||
Increase in actual lap rates | $ 193,300 | |
Reduction in commission revenue | 0.63 | |
Medicare advantage | Senior | Fiscal Year 2020 | ||
Disaggregation of Revenue [Line Items] | ||
Reduction in commission revenue | 0.28 | |
Medicare advantage | Senior | Fiscal Year 2019 | ||
Disaggregation of Revenue [Line Items] | ||
Reduction in commission revenue | 0.09 | |
Medicare advantage | Life | Fiscal Year 2021 | ||
Disaggregation of Revenue [Line Items] | ||
Lower persistency | $ 4,400 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Current income taxes: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 479 | 149 | 63 |
Total | 479 | 149 | 63 |
Deferred income taxes: | |||
Federal | (77,242) | 27,860 | 20,586 |
State | (15,539) | 5,147 | 3,853 |
Total | (92,781) | 33,007 | 24,439 |
Income tax expense (benefit) | $ (92,302) | $ 33,156 | $ 24,502 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rates (Details) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State income taxes | 4.98% | 3.22% | 3.85% |
Change in state tax rate | (1.90%) | (0.30%) | 0.10% |
Kansas HPIP credit | 0% | (0.50%) | (0.90%) |
Non-qualified stock option exercises | 0% | (3.60%) | (0.50%) |
Other | (0.40%) | 1.20% | 0% |
Effective income tax rate | 23.70% | 21% | 23.60% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jun. 30, 2021 |
Deferred tax assets: | ||
Accruals and other | $ 11,903 | $ 15,592 |
Lease liability | 10,616 | 11,300 |
Interest expense limitation | 25,691 | 14,517 |
Net operating losses | 168,105 | 76,281 |
Credit carryforward | 6,262 | 6,486 |
Basis difference in fixed and amortizable assets | 1,397 | 0 |
Total deferred tax assets | 223,974 | 124,176 |
Deferred tax liabilities: | ||
Commissions receivable | (266,449) | (250,020) |
Lease right-of-use asset | (7,605) | (8,133) |
Basis difference in fixed and amortizable assets | 0 | (4,850) |
Total deferred tax liabilities | (274,054) | (263,003) |
Net long-term deferred tax liabilities | $ (50,080) | $ (138,827) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
State income taxes | 4.98% | 3.22% | 3.85% |
NOL carryforwards | $ 637 | $ 692.8 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Feb. 28, 2020 | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2020 USD ($) $ / shares shares | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Stock split, conversion ratio | 8 | |||
Numerator: | ||||
Net income (loss) | $ (297,504) | $ 124,859 | $ 79,484 | |
Less: dividends declared on Series A, B, C & D preferred stock | 0 | 0 | (86,302) | |
Net income (loss) attributable to common shareholders | $ (297,504) | $ 124,859 | $ (17,667) | |
Denominator: | ||||
Weighted average number of shares outstanding, basic (in shares) | shares | 164,042 | 162,889 | 97,496 | |
Net income (loss) per share—basic: (in dollars per share) | $ / shares | $ (1.81) | $ 0.77 | $ (0.18) | |
Numerator: | ||||
Net income (loss) attributable to common shareholders | $ (297,504) | $ 124,859 | $ (17,667) | |
Net income (loss) attributable to common and common equivalent shareholders | $ (297,504) | $ 124,859 | $ (17,667) | |
Denominator: | ||||
Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP | shares | 0 | 2,655 | 0 | |
Total common and common equivalent shares outstanding (in shares) | shares | 164,042 | 165,544 | 97,496 | |
Net income (loss) per share—diluted: (in dollars per share) | $ / shares | $ (1.81) | $ 0.75 | $ (0.18) | |
Preferred Class D | ||||
Numerator: | ||||
Less: dividends declared on Series A, B, C & D preferred stock | $ 0 | $ 0 | $ 0 | |
Less: cumulative dividends on Series D preferred stock | 0 | 0 | (10,849) | |
Numerator: | ||||
Add: cumulative dividends on Series D preferred stock | $ 0 | $ 0 | $ 0 | |
Denominator: | ||||
Preferred stock, outstanding (in shares) | shares | 0 | 0 | 0 | |
Preferred Class A, B, and C | ||||
Numerator: | ||||
Add: dividends declared on Series A, B & C preferred stock | $ 0 | $ 0 | $ 0 | |
Denominator: | ||||
Preferred stock, outstanding (in shares) | shares | 0 | 0 | 0 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 5,550 | 905 | 44,543 |
Preferred Class A, B, and C | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 0 | 10,871 |
Preferred Class D | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 0 | 28,817 |
Preferred Class E | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 0 | 694 |
Stock Option | Restricted Stock Units (RSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 5,382 | 784 | 4,161 |
Stock Option | Phantom Share Units (PSUs) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 168 | 121 | 0 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Jun. 30, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 3 | ||
Revenue | $ 764,045 | $ 929,981 | $ 529,338 |
Operating expenses | (1,024,349) | (709,685) | (377,461) |
Other expenses, net | (202) | (100) | (30) |
Adjusted EBITDA | (260,506) | 220,196 | 151,847 |
Share-based compensation expense | (7,052) | (5,165) | (9,498) |
Non-recurring expenses | (4,730) | (6,065) | (3,721) |
Fair value adjustments to contingent earnout obligations | 0 | (1,488) | (375) |
Restructuring expenses | (153) | ||
Depreciation and amortization | (24,724) | (16,142) | (7,993) |
Loss on disposal of property, equipment, and software, net | (1,456) | ||
Loss on disposal of property, equipment, and software, net | (1,458) | (686) | (360) |
Goodwill impairment | (44,596) | 0 | 0 |
Impairment of long-lived assets | (3,147) | 0 | 0 |
Interest expense, net | (43,595) | (29,320) | (24,595) |
Loss on extinguishment of debt | 0 | (3,315) | (1,166) |
Income tax benefit (expense) | 92,302 | (33,156) | (24,502) |
NET INCOME (LOSS) | (297,504) | 124,859 | 79,484 |
Corp & Elims | |||
Segment Reporting Information [Line Items] | |||
Revenue | (13,184) | (7,302) | (1,314) |
Operating expenses | (58,625) | (46,899) | (26,881) |
Other expenses, net | (202) | (100) | (30) |
Adjusted EBITDA | (72,011) | (54,301) | (28,225) |
Salary expense | (44,200) | 34,000 | (17,200) |
Professional fees | (18,200) | 13,400 | (8,700) |
Senior | |||
Segment Reporting Information [Line Items] | |||
Revenue | 595,375 | $ 728,701 | $ 361,673 |
Goodwill impairment | $ (39,232) | ||
Senior | Major Customer One | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 18% | 24% | 26% |
Senior | Major Customer Two | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 17% | 19% | 18% |
Senior | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 595,375 | $ 728,701 | $ 361,673 |
Operating expenses | (789,174) | (484,924) | (215,935) |
Other expenses, net | 0 | 0 | 0 |
Adjusted EBITDA | (193,799) | 243,777 | 145,738 |
Life | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 153,973 | $ 177,669 | $ 127,790 |
Life | Major Customer Three | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 12% | 15% | 11% |
Life | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 153,973 | $ 177,669 | $ 127,790 |
Operating expenses | (154,102) | (155,127) | (102,155) |
Other expenses, net | 0 | 0 | 0 |
Adjusted EBITDA | (129) | 22,542 | 25,635 |
Auto & Home | |||
Segment Reporting Information [Line Items] | |||
Revenue | 27,881 | 30,913 | 41,189 |
Goodwill impairment | (5,364) | ||
Auto & Home | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 27,881 | 30,913 | 41,189 |
Operating expenses | (22,448) | (22,735) | (32,490) |
Other expenses, net | 0 | 0 | 0 |
Adjusted EBITDA | $ 5,433 | $ 8,178 | $ 8,699 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 12 Months Ended | |||
May 01, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Related party expense | $ 16,100,000 | |||
Accounts receivable, related parties | $ 100,000 | $ 100,000 | ||
Accounts payable, related parties | 0 | 0 | ||
InsideResponse | ||||
Related Party Transaction [Line Items] | ||||
Percentage of voting interests acquired (in percent) | 100% | |||
Total purchase consideration | $ 67,092,000 | |||
Immediate Family Member of Management or Principal Owner | Senior Healthcare Distribution Lead Costs | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | $ 500,000 | |||
Immediate Family Member of Management or Principal Owner | InsideResponse | ||||
Related Party Transaction [Line Items] | ||||
Total purchase consideration | $ 65,000,000 | |||
Management | InsideResponse | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 400,000 | $ 1,900,000 |