Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39295 | |
Entity Registrant Name | SelectQuote, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3339273 | |
Entity Address, Address Line One | 6800 West 115th Street | |
Entity Address, Address Line Two | Suite 2511 | |
Entity Address, City or Town | Overland Park | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 66211 | |
City Area Code | 913 | |
Local Phone Number | 599-9225 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | SLQT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 166,462,244 | |
Entity Central Index Key | 0001794783 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 71,083 | $ 140,997 |
Accounts receivable, net of allowances of $1.3 million and $0.6 million, respectively | 122,978 | 129,748 |
Commissions receivable-current | 169,965 | 116,277 |
Other current assets | 14,259 | 15,751 |
Total current assets | 378,285 | 402,773 |
COMMISSIONS RECEIVABLE—Net | 704,673 | 722,349 |
PROPERTY AND EQUIPMENT—Net | 38,178 | 41,804 |
SOFTWARE—Net | 16,351 | 16,301 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 28,265 | 28,016 |
INTANGIBLE ASSETS—Net | 29,802 | 31,255 |
GOODWILL | 29,136 | 29,136 |
OTHER ASSETS | 24,624 | 18,418 |
TOTAL ASSETS | 1,249,314 | 1,290,052 |
CURRENT LIABILITIES: | ||
Accounts payable | 20,557 | 24,766 |
Accrued expenses | 17,093 | 26,002 |
Accrued compensation and benefits | 38,723 | 42,150 |
Operating lease liabilities—current | 6,245 | 5,261 |
Current portion of long-term debt | 17,387 | 7,169 |
Contract liabilities | 41,847 | 3,404 |
Other current liabilities | 3,403 | 4,761 |
Total current liabilities | 145,255 | 113,513 |
LONG-TERM DEBT, NET—less current portion | 672,872 | 698,423 |
DEFERRED INCOME TAXES | 37,667 | 50,080 |
OPERATING LEASE LIABILITIES | 33,058 | 33,946 |
OTHER LIABILITIES | 3,764 | 2,985 |
Total liabilities | 892,616 | 898,947 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, $0.01 par value | 1,665 | 1,644 |
Additional paid-in capital | 558,501 | 554,845 |
Accumulated deficit | (219,584) | (177,100) |
Accumulated other comprehensive income | 16,116 | 11,716 |
Total shareholders’ equity | 356,698 | 391,105 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 1,249,314 | $ 1,290,052 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 1,300 | $ 600 |
Common stock, par value, (dollars per share) | $ 0.01 | $ 0.01 |
Contract liabilities | $ 41,847 | $ 3,404 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues [Abstract] | ||
Total revenue | $ 162,484 | $ 156,079 |
OPERATING COSTS AND EXPENSES: | ||
Cost of revenue | 65,164 | 86,791 |
Cost of goods sold—pharmacy revenue | 42,354 | 4,871 |
Marketing and advertising | 57,594 | 90,677 |
Selling, general, and administrative | 30,706 | 23,895 |
Technical development | 6,182 | 5,853 |
Total operating costs and expenses | 202,000 | 212,087 |
Loss from operations | (39,516) | (56,008) |
INTEREST EXPENSE, NET | (16,736) | (8,535) |
OTHER INCOME (EXPENSE), NET | 158 | (102) |
LOSS BEFORE INCOME TAX BENEFIT | (56,094) | (64,645) |
INCOME TAX BENEFIT | (13,610) | (16,413) |
NET LOSS | $ (42,484) | $ (48,232) |
NET LOSS PER SHARE: | ||
Basic (in dollars per share) | $ (0.26) | $ (0.29) |
Diluted (in dollars per share) | $ (0.26) | $ (0.29) |
WEIGHTED-AVERAGE COMMON STOCK OUTSTANDING USED IN PER SHARE AMOUNTS: | ||
Basic (in shares) | 164,824 | 163,692 |
Diluted (in shares) | 164,824 | 163,692 |
OTHER COMPREHENSIVE INCOME (LOSS) NET OF TAX: | ||
Gain (loss) on cash flow hedge | $ 4,400 | $ (6) |
OTHER COMPREHENSIVE INCOME (LOSS) | 4,400 | (6) |
COMPREHENSIVE LOSS | (38,084) | (48,238) |
Commission | ||
Revenues [Abstract] | ||
Total revenue | 106,335 | 130,807 |
Pharmacy | ||
Revenues [Abstract] | ||
Total revenue | 41,093 | 4,467 |
Other | ||
Revenues [Abstract] | ||
Total revenue | $ 15,056 | $ 20,805 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED 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) | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Jun. 30, 2021 | 163,510,000 | |||||||
Beginning balance at Jun. 30, 2021 | $ 667,039 | $ 1,635 | $ 544,771 | $ 120,404 | $ 229 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (48,232) | (48,232) | ||||||
Gain (Loss) on cash flow hedge, net of tax | (179) | (179) | ||||||
Amount reclassified into earnings, net tax | 173 | 173 | ||||||
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings (in shares) | 284,000 | |||||||
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings | 1,206 | $ 3 | 1,203 | 0 | ||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 90,000 | |||||||
Issuance of common stock pursuant to employee stock purchase plan | 989 | $ 1 | 988 | |||||
Vesting of restricted stock unit awards net of shares withheld to cover tax withholdings (in shares) | 46,000 | |||||||
Vesting of restricted stock unit awards net of shares withheld to cover tax withholdings | $ (143) | $ (143) | ||||||
Share-based compensation expense | 2,215 | 2,215 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 163,930,000 | |||||||
Ending balance at Sep. 30, 2021 | 623,068 | $ 1,639 | 549,034 | 72,172 | 223 | |||
Beginning balance (in shares) at Jun. 30, 2022 | 164,452,000 | |||||||
Beginning balance at Jun. 30, 2022 | 391,105 | $ 1,644 | 554,845 | (177,100) | 11,716 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (42,484) | (42,484) | ||||||
Gain (Loss) on cash flow hedge, net of tax | 5,124 | 5,124 | ||||||
Amount reclassified into earnings, net tax | $ (724) | (724) | ||||||
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings (in shares) | 1,116,624 | 1,116,000 | ||||||
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings | $ 596 | $ 12 | 584 | |||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 780,000 | |||||||
Issuance of common stock pursuant to employee stock purchase plan | 484 | $ 8 | 476 | |||||
Vesting of restricted stock unit awards net of shares withheld to cover tax withholdings (in shares) | 114,000 | |||||||
Vesting of restricted stock unit awards net of shares withheld to cover tax withholdings | $ (33) | $ 1 | $ (34) | |||||
Share-based compensation expense | 2,630 | 2,630 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 166,462,000 | |||||||
Ending balance at Sep. 30, 2022 | $ 356,698 | $ 1,665 | $ 558,501 | $ (219,584) | $ 16,116 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (42,484) | $ (48,232) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | ||
Depreciation and amortization | 6,802 | 5,103 |
Loss on disposal of property, equipment, and software | 325 | 350 |
Share-based compensation expense | 2,630 | 2,215 |
Deferred income taxes | (13,931) | (16,784) |
Amortization of debt issuance costs and debt discount | 1,612 | 862 |
Write-off of debt issuance costs | 710 | 0 |
Accrued interest payable in kind | 1,307 | 0 |
Non-cash lease expense | 1,103 | 994 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 34,770 | 21,180 |
Commissions receivable | (36,012) | (57,775) |
Other assets | 1,271 | (2,957) |
Accounts payable and accrued expenses | (10,496) | (6,942) |
Operating lease liabilities | (1,256) | (1,267) |
Other liabilities | 6,479 | 16,178 |
Net cash used in operating activities | (47,170) | (87,075) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (298) | (7,824) |
Purchases of software and capitalized software development costs | (2,087) | (3,016) |
Acquisition of business | 0 | (6,927) |
Net cash used in investing activities | (2,385) | (17,767) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on Term Loans | (8,917) | 0 |
Payments on other debt | (44) | (46) |
Proceeds from common stock options exercised and employee stock purchase plan | 1,079 | 2,194 |
Payments of tax withholdings related to net share settlement of equity awards | (32) | (142) |
Payments of debt issuance costs | (10,110) | 0 |
Payment of acquisition holdback | (2,335) | 0 |
Net cash (used in) provided by financing activities | (20,359) | 2,006 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (69,914) | (102,836) |
CASH AND CASH EQUIVALENTS—Beginning of period | 140,997 | 286,454 |
CASH AND CASH EQUIVALENTS—End of period | 71,083 | 183,618 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid, net | (13,026) | (7,670) |
Income taxes paid, net | $ (7) | $ (3) |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 3 Months Ended |
Sep. 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”) is a leading technology-enabled, direct-to-consumer distribution platform for insurance products and healthcare services. We contract 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. 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 Healthcare Services division (“Healthcare Services”) includes SelectRx and Population Health. 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. 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 improve health outcomes. Basis of Presentation —The accompanying unaudited condensed consolidated financial statements include the accounts of SelectQuote, Inc. and its wholly owned subsidiaries: SelectQuote Insurance Services, SelectQuote Auto & Home Insurance Services, LLC (“SQAH”), ChoiceMark Insurance Services, Inc., Tiburon Insurance Services, InsideResponse, LLC (“InsideResponse”), and SelectQuote Ventures, Inc. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2022, filed with the Securities and Exchange Commission on August 29, 2022 (the “Annual Report”), and include all adjustments necessary for the fair presentation of our financial position for the periods presented. Our results for the periods presented in our financial statements are not necessarily indicative of the results to be expected for any subsequent period, including for the year ending June 30, 2023, and therefore should not be relied upon as an indicator of future results. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2022. For September 30, 2022, the Company created a new liability line item on the condensed consolidated balance sheets for “Contract liabilities” which was previously included in “Other current liabilities” in the Company’s Annual Report. The Company created a new revenue line item on the condensed consolidated statements of comprehensive income for “Pharmacy revenue” which was previously included in “Other revenue” in the Company’s Annual Report. Production bonus revenue, which was previously presented separately within Revenue in the Annual Report, is now included in Other revenue. Additionally, the Company created a new operating costs and expenses line item for “Cost of goods sold-pharmacy revenue” related to “Pharmacy revenue” which was previously included in “Cost of revenue” in the Company’s Annual Report. The Company updated its accounting policy related to the classification of SelectRx cost of goods sold which resulted in $0.6 million previously included in Cost of revenue in the condensed consolidated financial statements for September 30, 2021, now included in Selling, general, and administrative expenses. Prior year financial statements and disclosures were reclassified to conform to these changes in presentation. These reclassifications had no impact on net income, shareholders’ equity or cash flows as previously reported. Use of Estimates —The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities. The Company regularly assesses these estimates; however, actual amounts could differ from those estimates. The most significant items involving management’s estimates include estimates of revenue recognition, accounts receivable, net, commissions receivable, the provision for income taxes, share-based compensation, and valuation of intangible assets and goodwill. The impact of changes in estimates is recorded in the period in which they become known. Seasonality —Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year during the Medicare annual enrollment period (“AEP”) in October through December and are allowed to switch plans from an existing plan during the open enrollment period (“OEP”) in January through March each year. As a result, the Company’s Senior segment’s commission revenue is highest in the second quarter and to a lesser extent, the third quarter during OEP. Significant Accounting Policies —There have been no material changes to the Company’s significant accounting policies as described in our 2022 Annual Report, other than the changes to the policies below as discussed above: Cost of Revenue —Cost of revenue represents the direct costs associated with fulfilling the Company’s obligations to its customers to sell insurance policies and other healthcare services in the Senior, Life, Auto & Home, and Population Health divisions. Such costs primarily consist of compensation, benefits, and licensing for sales agents, customer success agents, fulfillment specialists, and others directly engaged in serving customers, in addition to certain facilities overhead costs such as rent, maintenance, and depreciation. Cost of Goods Sold-Pharmacy Revenue —Cost of goods sold-pharmacy revenue represents the direct costs associated with fulfilling pharmacy patient orders for SelectRx. Such costs primarily consist of medication costs and compensation and related benefit costs for licensed pharmacists, pharmacy technicians, and other employees directly associated with fulfilling orders such as packaging and shipping clerks. It also includes shipping, supplies, other order fulfillment costs including part of the one-time customer onboarding costs, and certain facilities overhead costs such as rent, maintenance, and depreciation related to the pharmacy production process. Recent Accounting Pronouncements 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 early adopted this guidance during the three months ended September 30, 2022, and will apply it prospectively to any business acquisitions subsequent to the date of adoption. Immaterial Correction of Prior Period Financial Statements — Subsequent to the issuance of the Company’s financial statements as of and for the year ended June 30, 2021, the Company determined that the provision for first year commission revenue for certain final expense policies offered by certain of its insurance carrier partners should have been accrued based on a higher lapse rate. This misstatement was initially thought to be isolated to an error in the lapse rate for one of its insurance carrier partners, as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2021. However, during the three months ended June 30, 2022, it was determined that the lapse rate for other insurance carrier partners were also incorrect, resulting in an additional misstatement being identified. The cumulative effect of the error in the lapse rates resulted in commission revenues being misstated by $7.8 million and $2.2 million for the years ended June 30, 2021 and 2020, respectively, and $3.8 million, $0.7 million, and $0.8 million for the three months ended September 30, 2021, December 31, 2021, and March 31, 2022, respectively. Accounts receivable was misstated by $10.0 million and $2.2 million as of June 30, 2021 and 2020, respectively. The impact of the cumulative misstatements on net income for the years ended June 30, 2021 and 2020, were decreases of $6.2 million and $1.7 million, respectively. Management evaluated the cumulative misstatements and concluded they were not material to prior periods, individually or in aggregate. However, correcting the cumulative effect of the misstatements during any three month period within the year ended June 30, 2022, would have had a significant effect on the results of operations for these respective reporting periods. Therefore, the Company is correcting the relevant prior period condensed consolidated financial statements and related footnotes for this error for comparative purposes. The following tables reflect the effects of the correction on all affected line items of the Company’s previously reported condensed consolidated financial statements presented in this Form 10-Q: CORRECTED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (unaudited) Three Months Ended September 30, 2021 (in thousands) As Previously Reported Adjustment As Corrected Commission revenue $ 134,651 (3,844) $ 130,807 Total revenue 159,923 (3,844) 156,079 Loss from operations (52,164) (3,844) (56,008) Loss before income tax benefit (60,801) (3,844) (64,645) Income tax benefit (15,436) (977) (16,413) Net loss (45,365) (2,867) (48,232) Net loss per share: Basic (0.28) (0.01) (0.29) Diluted (0.28) (0.01) (0.29) Comprehensive loss $ (45,371) $ (2,867) $ (48,238) CORRECTED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited) Three Months Ended September 30, 2021 (in thousands) (Accumulated Deficit)/Retained Earnings Total As Previously Reported BALANCES-June 30, 2021 $ 128,254 $ 674,889 Net loss (45,365) (45,365) BALANCES-September 30, 2021 82,889 633,785 Adjustments BALANCES-June 30, 2021 (7,850) (7,850) Net loss (2,867) (2,867) BALANCES-September 30, 2021 (10,717) (10,717) As Corrected BALANCES-June 30, 2021 120,404 667,039 Net loss (48,232) (48,232) BALANCES-September 30, 2021 $ 72,172 $ 623,068 CORRECTED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) Three Months Ended September 30, 2021 (in thousands) As Previously Reported Adjustment As Corrected Net loss $ (45,365) (2,867) $ (48,232) Deferred income taxes (15,807) (977) (16,784) Accounts receivable 17,336 3,844 21,180 Net cash used in operating activities $ (87,075) $ — $ (87,075) |
Acquisitions
Acquisitions | 3 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | ACQUISITIONS In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (“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 Significant unobservable inputs for the asset or liability Express Med Pharmaceuticals —On April 30, 2021, the Company acquired 100% of the outstanding shares of Express Med Pharmaceuticals, Inc., which is included in 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 selling, general, and administrative operating costs and expenses in the condensed consolidated statement of comprehensive income. In addition, as a result of the acquisition, the Company has entered into an operating lease with the former President and Chief Executive Officer of Express Med Pharmaceuticals, now the Company’ Executive Vice President of SelectRx. Refer to Note 6 in the condensed consolidated financial statements for further details. The earnout of up to $4.0 million is comprised of two separate provisions. The first provision provides for an earnout of up to $3.0 million and is contingent upon achievement of the following within the first 20 months following the acquisition: facility updates that would allow for processing a minimum of 75,000 active patients, the issuance of pharmacy licenses in all 50 states, and active patients of 15,000 or more. The second provision provides for an earnout of up to $1.0 million and is contingent upon achievement of the following within 36 months following the acquisition: construction of a new facility to accommodate the servicing of additional active patients or 75,000 or more active patients as of the last day of any month prior to the end of the second earnout provision period or as of the end of the second earnout provision period. As the earnout payment is contingent upon continued employment of certain individuals, the Company will recognize the earnout as compensation expense in selling, general, and administrative operating costs and expenses in the condensed consolidated statement of comprehensive income in the period in which it is earned. During the three months ended September 30, 2022, the Company paid the second earnout provision of $1.0 million, as well as the remaining holdback, net of adjustments, of $2.3 million. As of September 30, 2022, the Company has accrued $2.0 million for the first earnout provision based on the forecasted level of achievement, which has been recorded to compensation expense in selling, general, and administrative operating costs and expenses in the condensed consolidated statement of comprehensive income. 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 also a reportable segment, and $16.3 million is 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 also a reportable segment, and $5.6 million is 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 |
Property And Equipment_Net
Property And Equipment—Net | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment—Net | PROPERTY AND EQUIPMENT—NET Property and equipment—net consisted of the following: (in thousands) September 30, 2022 June 30, 2022 Computer hardware $ 24,326 $ 23,303 Machinery and equipment (1) 15,001 15,051 Leasehold improvements 20,128 20,269 Furniture and fixtures 4,344 4,605 Work in progress 1,825 2,810 Total 65,624 66,038 Less accumulated depreciation (27,446) (24,234) Property and equipment—net $ 38,178 $ 41,804 (1) Includes financing lease right-of-use assets. Work in progress as of September 30, 2022 primarily represents computer equipment not yet put into service and not yet being depreciated. Work in progress as of June 30, 2022, primarily represents computer equipment and machinery not yet put into service and not yet being depreciated. Depreciation expense for the three months ended September 30, 2022 and 2021, was $3.5 million and $2.1 million, respectively. |
Software_Net
Software—Net | 3 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Software—Net | SOFTWARE—NET Software—net consisted of the following: (in thousands) September 30, 2022 June 30, 2022 Software $ 27,444 $ 26,049 Work in progress 4,419 4,162 Total 31,863 30,211 Less accumulated amortization (15,512) (13,910) Software—net $ 16,351 $ 16,301 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | INTANGIBLE ASSETS AND GOODWILL Intangible assets — The carrying amounts, accumulated amortization, and net carrying value of our definite-lived intangible assets are presented in the table below (dollars in thousands): September 30, 2022 June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Impairment Charges (1) Accumulated Amortization Net Carrying Amount Customer relationships $ 17,492 $ (6,874) $ 10,618 $ 17,492 $ — $ (6,232) $ 11,260 Trade name 2,680 (1,295) 1,385 2,680 — (1,161) 1,519 Proprietary software 1,042 (641) 401 1,592 (336) (816) 440 Non-compete agreements 1,292 (516) 776 1,292 — (445) 847 Vendor relationships 20,400 (3,778) 16,622 23,700 (2,811) (3,700) 17,189 Total intangible assets $ 42,906 $ (13,104) $ 29,802 $ 46,756 $ (3,147) $ (12,354) $ 31,255 (1) During the year ended June 30, 2022, the Company recorded impairment charges for several of its long-lived intangible assets. Refer to the consolidated financial statements in our Annual Report on Form 10-K for additional details. The Company's intangible assets include those long-lived intangible assets which were recognized at their estimated acquisition date fair values. 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. There were no impairment triggers identified with respect to the Company’s long-lived assets during the three months ended September 30, 2022 and 2021. For the three months ended September 30, 2022 and 2021, amortization expense related to intangible assets totaled $1.5 million and $1.6 million, respectively, recorded in selling, general, and administrative expense in the condensed consolidated statements of comprehensive income. The weighted-average remaining useful life of intangible assets was 6.0 and 6.2 years as of September 30, 2022 and June 30, 2022, respectively. As of September 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 Remainder fiscal 2023 $ 402 $ 117 $ 202 $ 1,700 $ 1,743 $ 4,164 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 $ 1,385 $ 401 $ 776 $ 16,622 $ 10,618 $ 29,802 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 condensed 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 |
Leases
Leases | 3 Months Ended |
Sep. 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; 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. During the three months ended September 30, 2022, operating leases commenced in San Diego, California and Indianapolis, Indiana, resulting in new right-of-use assets obtained in exchange for new lease liabilities of $1.6 million. In addition, the Company 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 was recorded as part of the remeasurement of the operating lease liability and resulted in accelerated amortization of the right-of-use asset over the shortened remaining term of the lease. Lease Costs —The components of lease costs were as follows for the periods presented: Three Months Ended September 30, (in thousands) 2022 2021 Finance lease costs (1) $ 44 $ 42 Operating lease costs (2) 2,092 2,011 Short-term lease costs 31 13 Variable lease costs (3) 214 213 Sublease income (418) (337) Total net lease costs $ 1,963 $ 1,942 (1) Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in operating costs and expenses and interest expense, net in the condensed consolidated statements of comprehensive income. (2) Recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. (3) Variable lease costs are not included in the measurement of the lease liability or right-of-use asset as they are not based on an index or rate and primarily represents common area maintenance charges and real estate taxes recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. Maturities of Lease Liabilities —As of September 30, 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 Remainder fiscal 2023 7,215 98 7,313 2024 9,151 38 9,189 2025 8,948 38 8,986 2026 7,412 38 7,450 2027 6,105 32 6,137 Thereafter 14,608 — 14,608 Total undiscounted lease payments 53,439 244 53,683 Less: interest 14,136 23 14,159 Present value of lease liabilities $ 39,303 $ 221 $ 39,524 The Company executed noncancelable subleases for portions of its office facilities in Overland Park, Kansas and Centennial, Colorado, which commenced March 23, 2022; June 9, 2022; July 1, 2022; and September 2, 2022, and run through the remaining terms of the primary leases. Sublease income is recorded on a straight-line basis as a reduction of lease expense in the condensed consolidated statements of comprehensive income. The Company may consider entering into additional sublease arrangements in the future. Sublease Income —As of September 30, 2022, the future minimum fixed sublease receipts under non-cancelable operating lease agreements are as follows: (in thousands) Total Remainder fiscal 2023 890 2024 2,808 2025 3,039 2026 2,433 2027 2,102 Thereafter 4,024 Total sublease income $ 15,296 |
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; 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. During the three months ended September 30, 2022, operating leases commenced in San Diego, California and Indianapolis, Indiana, resulting in new right-of-use assets obtained in exchange for new lease liabilities of $1.6 million. In addition, the Company 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 was recorded as part of the remeasurement of the operating lease liability and resulted in accelerated amortization of the right-of-use asset over the shortened remaining term of the lease. Lease Costs —The components of lease costs were as follows for the periods presented: Three Months Ended September 30, (in thousands) 2022 2021 Finance lease costs (1) $ 44 $ 42 Operating lease costs (2) 2,092 2,011 Short-term lease costs 31 13 Variable lease costs (3) 214 213 Sublease income (418) (337) Total net lease costs $ 1,963 $ 1,942 (1) Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in operating costs and expenses and interest expense, net in the condensed consolidated statements of comprehensive income. (2) Recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. (3) Variable lease costs are not included in the measurement of the lease liability or right-of-use asset as they are not based on an index or rate and primarily represents common area maintenance charges and real estate taxes recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. Maturities of Lease Liabilities —As of September 30, 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 Remainder fiscal 2023 7,215 98 7,313 2024 9,151 38 9,189 2025 8,948 38 8,986 2026 7,412 38 7,450 2027 6,105 32 6,137 Thereafter 14,608 — 14,608 Total undiscounted lease payments 53,439 244 53,683 Less: interest 14,136 23 14,159 Present value of lease liabilities $ 39,303 $ 221 $ 39,524 The Company executed noncancelable subleases for portions of its office facilities in Overland Park, Kansas and Centennial, Colorado, which commenced March 23, 2022; June 9, 2022; July 1, 2022; and September 2, 2022, and run through the remaining terms of the primary leases. Sublease income is recorded on a straight-line basis as a reduction of lease expense in the condensed consolidated statements of comprehensive income. The Company may consider entering into additional sublease arrangements in the future. Sublease Income —As of September 30, 2022, the future minimum fixed sublease receipts under non-cancelable operating lease agreements are as follows: (in thousands) Total Remainder fiscal 2023 890 2024 2,808 2025 3,039 2026 2,433 2027 2,102 Thereafter 4,024 Total sublease income $ 15,296 |
Debt
Debt | 3 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt consisted of the following: (in thousands) September 30, 2022 June 30, 2022 Term Loans (effective interest rate 13.3%) $ 705,718 $ 713,327 Unamortized debt issuance costs and debt discount (15,459) (7,735) Total debt 690,259 705,592 Less current portion of long-term debt: (17,387) (7,169) Long-term debt $ 672,872 $ 698,423 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, December 23, 2021, and August 26, 2022, the Company entered into amendments to the credit agreement ( individually, the “First Amendment”, “Second Amendment”, “Third Amendment” , and “Fourth 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 condensed 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. T he Fourth Amendment (1) amended the Company’s existing financial covenant to better align with its business plan and added an additional minimum liquidity covenant, (2) terminated certain DDTL commitments and reduced the Revolving Credit Facility from $135.0 million to $100.0 million, (3) introduced 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) provided certain lenders with the right to appoint a representative to observe meetings of the Company’s board of directors and certain of its committees. Note that pursuant to the Fourth Amendment, upon termination of the outstanding DDTL commitments, when referring to Term Loans, it will now include the outstanding balance of the previously defined Term Loans and also the outstanding balance of the DDTL, and “DDTL” will no longer be referenced. After giving effect to the amendments, in aggregate, the Senior Secured Credit Facility provides for (1) an aggregate principal amount of up to $100.0 million under the Revolving Credit Facility, of which all was available to borrow as of September 30, 2022 and (2) Term Loans outstanding in an aggregate principal amount of $705.7 million as of September 30, 2022. 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. Following the Fourth Amendment, 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. 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 Senior Secured Credit Facility has a maturity date of November 5, 2024, and pursuant to the Fourth Amendment the Term Loans are mandatorily repayable in equal quarterly installments in an aggregate annual amount equal to 2.5% of the outstanding principal amount of the Term Loans as of the Fourth Amendment effective date, increasing to 4.75% on July 1, 2023, with the remaining balance payable on the maturity date. As of September 30, 2022, the Company has made principal payments of $12.5 million on the Term Loans. The Senior Secured Credit Facility contains customary affirmative and negative covenants and events of default and financial covenants requiring the Company and certain of its subsidiaries to maintain a minimum asset coverage ratio and minimum liquidity requirements. As of September 30, 2022, the Company was in compliance with all of the required covenants. The obligations of the Company are guaranteed by 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 $40.1 million in debt issuance costs and debt discounts related to the Senior Secured Credit Facility, of which $33.0 million was capitalized. The costs associated with the Revolving Credit Facility are being amortized on a straight-line basis over the remaining life of the Senior Secured Credit Facility and the costs associated with the Term Loans are being amortized using the effective interest method over the same term. Total amortization of debt issuance costs was $1.6 million and $0.9 million, for the three months ended September 30, 2022 and 2021, respectively, which was included in interest expense, net in the Company’s condensed consolidated statements of comprehensive income. The Company uses derivative financial instruments to hedge against its exposure to fluctuations in interest rates associated with the Term Loans. On September 30, 2022, as a result of the Fourth Amendment, the Company terminated its existing interest rate swap indexed to 1-month LIBOR and executed a new interest rate swap indexed 1-month SOFR. In accordance with ASC 848, Reference Rate Reform , the Company did not de-designate the interest rate swap when it was amended from LIBOR to SOFR as the Company is permitted to maintain the designation as part of the transitional relief. As of September 30, 2022, the Company’s interest rate swap is a 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 6.00% plus 0.931% (the “Amended Interest Rate Swap”), which terminates on November 5, 2024. As of September 30, 2022, the Amended Interest Rate Swap had a fair value of $21.1 million and was recorded in other assets in the condensed 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. The Company estimates that $10.5 million will be reclassified into interest expense during the next twelve months. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Lease Obligations —Refer to Note 6 to the condensed consolidated financial statements for commitments related to our operating leases. Legal Contingencies and Obligations —From time to time, the Company is subject to legal proceedings and 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. The Company currently believes that these matters will not have a material adverse effect on any of its 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 | 3 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | SHAREHOLDERS' EQUITY Common Stock —As of September 30, 2022, the Company has reserved the following authorized, but unissued, shares of common stock: Employee Stock Purchase Plan 97,146 Stock awards outstanding under 2020 Plan 11,570,349 Stock awards available for grant under 2020 Plan 7,504,724 Options outstanding under 2003 Plan 584,616 Total 19,756,835 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”), price-vested restricted stock units (“PVU’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 September 30, 2022, pursuant to future awards under the Company's 2020 Stock Plan is 7,504,724. 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 selling, general, and administrative expense in the condensed consolidated statements of comprehensive income was as follows for the periods presented: Three Months Ended September 30, (in thousands) 2022 2021 Share-based compensation related to: Equity classified stock options $ 852 $ 740 Equity classified RSU's 1,402 953 Equity classified PSU's (57) 392 Equity classified PVU's 358 — Total $ 2,555 $ 2,085 Stock Options — The stock options outstanding under the 2003 Stock Plan vest as to one-third after the vesting commencement date and as to 1/24 of the remaining shares subject to the stock option monthly thereafter, subject to the award recipient’s continued employment through the applicable vesting date. Upon a termination of employment for any reason other than for “Cause” (as defined in the 2003 Stock Plan), any unvested and outstanding stock options would generally be forfeited for no consideration, and any vested and outstanding stock options would remain exercisable for 90 days following the date of termination (and, in the case of a termination of employment due to death or disability, for 12 months following the date of termination). Stock options expire 10 years from the date of grant. The terms for ISO's and NSO's awarded in the 2020 Stock Plan are the same as in the 2003 Stock Plan with the exception that the options generally shall vest and become exercisable in four equal installments on each of the first four anniversaries of the grant date, subject to the award recipient’s continued employment through the applicable vesting date. Stock options are granted with an exercise price that is no less than 100% of the fair market value of the underlying shares on the date of the grant. The fair value of each option (for purposes of calculation of share-based compensation expense) is estimated using the Black-Scholes-Merton option pricing model that uses assumptions determined as of the date of the grant. Use of this option pricing model requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company's common stock price over the expected term (“volatility”), the number of options that will ultimately not complete their vesting requirements (“assumed forfeitures”), the risk-free interest rate that reflects the interest rate at grant date on zero-coupon United States governmental bonds that have a remaining life similar to the expected term (“risk-free interest rate”), and the dividend yield assumption which is based on the Company's dividend payment history and management's expectations of future dividend payments (“dividend yield”). Changes in the subjective assumptions can materially affect the estimate of the fair value of share-based compensation and, consequently, the related amount recognized in the condensed consolidated statements of comprehensive income. During the three months ended September 30, 2022, there were no stock options granted. The Company used the following weighted-average assumptions for the stock options granted during the period presented below: Three Months Ended September 30, 2021 Volatility 30.0% Risk-free interest rate 0.9% Dividend yield —% Assumed forfeitures —% Expected term (in years) 6.25 Weighted-average fair value (per share) $5.52 The following table summarizes stock option activity under the Stock Plans for the three months ended September 30, 2022: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Outstanding—June 30, 2022 5,211,585 $ 9.14 Options granted — — Options exercised (1,116,624) 0.53 Options forfeited/expired/cancelled (63,579) 12.76 Outstanding—September 30, 2022 4,031,382 $ 11.47 8.19 $ 3 Vested and exercisable—September 30, 2022 1,474,693 $ 12.19 6.98 $ 3 As of September 30, 2022, there was $7.7 million in unrecognized compensation cost related to unvested stock options granted, which is expected to be recognized over a weighted-average period of 2.56 years. The Company received cash of $1.1 million and $2.2 million in connection with stock options exercised during the three months ended September 30, 2022 and 2021, respectively. Restricted Stock —The Company grants RSU's to eligible employees, non-employee directors, and contractors. These awards generally vest over a period of one The following table summarizes restricted stock unit activity under the 2020 Stock Plan for the three months ended September 30, 2022: Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2022 810,310 $ 13.50 Granted 3,006,728 1.77 Vested (131,682) 17.72 Forfeited (62,530) 5.24 Unvested as of September 30, 2022 3,622,826 $ 3.75 As of September 30, 2022, there was $11.9 million of unrecognized compensation cost related to unvested restricted stock units granted, which is expected to be recognized over a weighted-average period of 2.54 years. Performance Stock — The following table summarizes performance stock unit activity under the 2020 Stock Plan for the three months ended September 30, 2022: Number of Performance Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2022 (1) 13,293 $ 17.97 Granted (1) — — Vested — — Forfeited (5,236) 18.58 Performance adjustment (2) (2,488) Unvested as of September 30, 2022 5,569 $ 17.96 (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 September 30, 2022, there was less than $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 0.91 years. Price-Vested Units —During the three months ended September 30, 2022 the Company issued PVU’s for which vesting is subject to the fulfillment of both a service period and the achievement of stock price hurdles during the relevant performance period. The awards are divided into four separate tranches, each with a different price hurdle which is measured as the average trading price over 60 calendar days on a rolling daily basis, over a performance period of five years. An employee is eligible to vest in one-third of the awards in each tranche after each year of service, but subject to the achievement of the stock-price hurdle attached to each tranche. As a result, share-based compensation will be recognized on a straight-line basis across twelve tranches over each tranche’s requisite service period, which is the greater of the derived service period and the explicit service period. The number of shares subject to each tranche of the PVU awards, as well as the stock price hurdles, service periods, and performance periods for each tranche are as follows: Number of Shares per Tranche Grant Date Fair Value (per Share) Stock Price Hurdle (per Share) Performance Period Requisite Service Period Tranche 1 1,055,674 $ 1.52 $ 4.00 August 1, 2022 - August 1, 2027 1.39 years - 3 years Tranche 2 1,055,648 $ 1.25 $ 7.50 August 1, 2022 - August 1, 2027 2.33 years - 3 years Tranche 3 1,055,674 $ 1.11 $ 10.00 August 1, 2022 - August 1, 2027 2.66 years - 3 years Tranche 4 1,055,648 $ 1.01 $ 12.50 August 1, 2022 - August 1, 2027 2.90 years - 3 years The fair value of each PVU (for purposes of calculation of share-based compensation expense) is estimated using a Monte Carlo simulation valuation model that uses assumptions determined as of the date of the grant. Use of this model requires the input of subjective assumptions and changes in the subjective assumptions can materially affect the estimate of the fair value of share-based compensation and, consequently, the related amount recognized in the condensed consolidated statements of comprehensive income. During the three months ended September 30, 2021, there were no PVU’s granted. The Company used the following weighted-average assumptions for the PVU’s granted during the period presented below: Three Months Ended September 30, 2022 Share price as of grant date $1.80 Volatility 79.3% Risk-free interest rate 2.6% Cost of Equity 10.6% Dividend yield —% As of September 30, 2022, there was $4.8 million of unrecognized compensation cost related to unvested PVU’s granted, which is expected to be recognized over a weighted-average period of 2.39 years. ESPP — The purpose of the Company’s employee stock purchase plan (“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. During the three months ended September 30, 2022, and 2021, the Company issued 779,946 and 89,985 shares, respectively, to its employees, and as of September 30, 2022, there are 97,146 shares reserved for future issuance under the plan. The Company recorded share-based compensation expense related to the ESPP of $0.2 million and $0.1 million for the three months ended September 30, 2022 and 2021, respectively. |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 3 Months Ended |
Sep. 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: Three Months Ended September 30, (in thousands) 2022 2021 Senior: Commission revenue: Medicare advantage $ 66,357 $ 80,083 Medicare supplement 116 1,604 Prescription drug plan 91 269 Dental, vision, and health 335 3,216 Other commission revenue 655 1,167 Total commission revenue 67,554 86,339 Total other revenue 9,959 14,265 Total Senior revenue 77,513 100,604 Healthcare Services: Total pharmacy revenue 41,093 4,467 Total other revenue 1,974 1,516 Total Healthcare Services revenue 43,067 5,983 Life: Commission revenue: Term 15,376 16,246 Final expense 17,420 23,138 Total commission revenue 32,796 39,384 Total other revenue 4,039 6,598 Total Life revenue 36,835 45,982 Auto & Home: Total commission revenue 6,681 6,992 Total other revenue 401 477 Total Auto & Home revenue 7,082 7,469 Eliminations: Total commission revenue (696) (1,908) Total other revenue (1,317) (2,051) Total Elimination revenue (2,013) (3,959) Total commission revenue 106,335 130,807 Total pharmacy revenue 41,093 4,467 Total other revenue 15,056 20,805 Total revenue $ 162,484 $ 156,079 Contract Balances —The Company has contract assets related to commissions receivable from its insurance carrier partners, with the movement over time as the policy is renewed between long-term and short-term commissions receivable and accounts receivable, net being the main activity, along with commission revenue adjustments from changes in estimates. A roll forward of commissions receivable (current and long-term) is shown below for the period presented: (in thousands) Balance as of June 30, 2022 $ 838,626 Commission revenue from revenue recognized 49,865 Net commission revenue adjustment from change in estimate 779 Amounts recognized as accounts receivable, net (14,632) Balance as of September 30, 2022 $ 874,638 For the three months ended September 30, 2022, the $0.8 million net commission revenue adjustment from change in estimate includes adjustments from the Company’s reassessment of each of its cohorts’ transaction prices. The Company has contract liabilities related to upfront payments received for commission revenue of $30.1 million and marketing development funds of $12.3 million for which the performance obligations have not yet been met, and is anticipated to be recognized over the next twelve months. As of September 30, 2022, $41.8 million and $0.6 million of the unamortized balances were recorded in contract liabilities and other liabilities, respectively, in the condensed consolidated balance sheets. A roll forward of contract liabilities (current and long-term) is shown below for the period presented: (in thousands) Balance as of June 30, 2022 $ 3,404 Other revenue from revenue recognized (1,936) Amounts recognized as contract liabilities 40,995 Balance as of September 30, 2022 $ 42,463 |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXESFor the three months ended September 30, 2022 and 2021, the Company recognized income tax benefit of $13.6 million and $16.4 million, respectively, representing effective tax rates of 24.3% and 25.4%, respectively. The differences from our federal statutory tax rate to the effective tax rate for the three months ended September 30, 2022, were primarily related to state income taxes. The differences from our federal statutory tax rate to the effective tax rate for the three months ended September 30, 2021, were primarily related to state income taxes, partially offset by state tax credits such as the Kansas High Performance Incentive Program (“HPIP”). Assessing the realizability of the Company’s deferred tax assets is dependent upon several factors, including analysis of the Company’s four sources of future taxable income listed under ASC 740, Income Taxes |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE The Company calculates net loss per share as defined by ASC 260, Earnings per Share (“ASC 260”). Basic net loss per share (“Basic EPS”) is computed by dividing net loss attributable to common shareholders by the weighted-average common stock outstanding during the respective period. Diluted net loss per share (“Diluted EPS”) is computed by dividing net loss attributable to common and common equivalent shareholders by the total of the weighted-average common stock outstanding and common equivalent shares outstanding during the respective period. For the purpose of calculating the Company’s Diluted EPS, common equivalent shares outstanding include common shares issuable upon the exercise of outstanding employee stock options, unvested RSU's, PSU’s assuming the performance conditions are satisfied as of the end of the reporting period, PVU’s assuming market 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 treasury stock method for employee stock options, RSU's, PSU’s, PVU’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 loss per share for the periods presented: Three Months Ended September 30, (in thousands, except per share amounts) 2022 2021 Basic: Numerator: Net loss attributable to common shareholders $ (42,484) $ (48,232) Denominator: Weighted-average common stock outstanding 164,824 163,692 Net loss per share—basic: $ (0.26) $ (0.29) Diluted: Numerator: Net loss attributable to common and common equivalent shareholders $ (42,484) $ (48,232) Denominator: Weighted-average common stock outstanding 164,824 163,692 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP (1) — — Total common and common equivalent shares outstanding 164,824 163,692 Net loss per share—diluted: $ (0.26) $ (0.29) (1) Excluded from the computation of net loss per share-diluted for the three months ended September 30, 2022 and 2021, because the effect would have been anti-dilutive. The weighted average potential shares of common stock that were excluded from the calculation of net loss per share-diluted because including them would have been anti-dilutive are as follows for the periods presented: Three Months Ended September 30, (in thousands) 2022 2021 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP 7,779 4,683 The weighted average potential shares of common stock that were excluded from the calculation of net loss per share-diluted because the performance or market conditions associated with these awards were not met are as follows for the periods presented: Three Months Ended September 30, (in thousands) 2022 2021 Shares subject to outstanding PVU’s 4,223 — Shares subject to outstanding PSU's 6 329 Total 4,229 329 |
Segment Information
Segment Information | 3 Months Ended |
Sep. 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”). Prior to the first quarter of fiscal 2023, the Company had reported financial results under three reportable segments: i) Senior, ii) Life, and iii) Auto & Home. Effective July 1, 2022, as a result of a change in strategic direction established for fiscal year 2023, the financial information available and the operating results that are regularly reviewed by the Company’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segments and assess its performance have also changed with the financial information related to Healthcare Services, which includes SelectRx and Population Health, now available and reviewed by our CODM separately from the remainder of the Senior reportable segment. As a result, the Company now reflects four reportable segments: i) Senior, ii) Healthcare Services, iii) Life, and iv) Auto & Home, and all prior periods have been restated to reflect four reportable segments. The Company includes non-operating activity, share-based compensation expense, certain intersegment eliminations, and the costs of providing corporate and other administrative services in its administrative division in Corporate & Eliminations. These services and activities are not directly identifiable with the Company’s reportable segments and are shown in the tables below to reconcile the reportable segments to the condensed consolidated financial statements. The Company has not aggregated any operating segments into a reportable segment. Costs of revenue, cost of goods sold-pharmacy revenue, marketing and advertising, selling, general, and administrative, 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, selling, general, and administrative, 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, cost of goods sold, marketing and advertising, technical development, and selling, 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; and non-recurring expenses such as severance payments and transaction costs. Our CODM does not separately evaluate assets by segment; therefore, assets by segment are not presented. The following table presents information about the reportable segments for the three months ended September 30, 2022: (in thousands) Senior Healthcare Services Life Auto & Home Corp & Elims Consolidated Revenue $ 77,513 $ 43,067 $ 36,835 $ 7,082 $ (2,013) (1) $ 162,484 Operating expenses (81,366) (54,854) (31,811) (4,640) (17,446) (2) (190,117) Other income (expense), net — — 201 (1) (42) 158 Adjusted EBITDA $ (3,853) $ (11,787) $ 5,225 $ 2,441 $ (19,501) (27,475) Share-based compensation expense (2,630) Transaction costs (3) (2,126) Depreciation and amortization (6,802) Loss on disposal of property, equipment, and software (325) Interest expense, net (16,736) Income tax benefit 13,610 Net loss $ (42,484) (1) Revenue in the Corp & Elims division represents intercompany revenue eliminated between segments primarily for lead generation referrals from InsideResponse (within Senior) to the other segments. (2) Operating expenses in the Corp & Elims division primarily include $12.1 million in salaries and benefits for certain general, administrative, and IT related departments and $4.6 million in professional services fees. (3) These expenses primarily consist of costs related to the Fourth Amendment to the Senior Secured Credit Facility. The following table presents information about the reportable segments for the three months ended September 30, 2021: (in thousands) Senior Healthcare Services Life Auto & Home Corp & Elims Consolidated Revenue $ 100,604 $ 5,983 $ 45,982 $ 7,469 $ (3,959) (1) $ 156,079 Operating expenses (129,645) (9,913) (45,128) (6,095) (13,084) (2) (203,865) Other expenses, net — — — — (102) (102) Adjusted EBITDA $ (29,041) $ (3,930) $ 854 $ 1,374 $ (17,145) (47,888) Share-based compensation expense (2,215) Non-recurring expenses (3) (554) Depreciation and amortization (5,103) Loss on disposal of property, equipment, and software (350) Interest expense, net (8,535) Income tax benefit 16,413 Net loss $ (48,232) (1) Revenue in the Corp & Elims division represents intercompany revenue eliminated between segments primarily for lead generation referrals from InsideResponse (within Senior) to the other segments. (2) Operating expenses in the Corp & Elims division primarily include $10.4 million in salaries and benefits for certain general, administrative, and IT related departments and $4.7 million in professional services fees. (3) These expenses primarily consist of costs related to the acquisitions of Express Med Pharmaceuticals and Simple Meds. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business—SelectQuote, Inc. (together with its subsidiaries, the “Company” or “SelectQuote”) is a leading technology-enabled, direct-to-consumer distribution platform for insurance products and healthcare services. We contract 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. 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 Healthcare Services division (“Healthcare Services”) includes SelectRx and Population Health. 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. 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 improve health outcomes. |
Basis of Presentation | Basis of Presentation —The accompanying unaudited condensed consolidated financial statements include the accounts of SelectQuote, Inc. and its wholly owned subsidiaries: SelectQuote Insurance Services, SelectQuote Auto & Home Insurance Services, LLC (“SQAH”), ChoiceMark Insurance Services, Inc., Tiburon Insurance Services, InsideResponse, LLC (“InsideResponse”), and SelectQuote Ventures, Inc. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2022, filed with the Securities and Exchange Commission on August 29, 2022 (the “Annual Report”), and include all adjustments necessary for the fair presentation of our financial position for the periods presented. Our results for the periods presented in our financial statements are not necessarily indicative of the results to be expected for any subsequent period, including for the year ending June 30, 2023, and therefore should not be relied upon as an indicator of future results. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2022. For September 30, 2022, the Company created a new liability line item on the condensed consolidated balance sheets for “Contract liabilities” which was previously included in “Other current liabilities” in the Company’s Annual Report. The Company created a new revenue line item on the condensed consolidated statements of comprehensive income for “Pharmacy revenue” which was previously included in “Other revenue” in the Company’s Annual Report. Production bonus revenue, which was previously presented separately within Revenue in the Annual Report, is now included in Other revenue. Additionally, the Company created a new operating costs and expenses line item for “Cost of goods sold-pharmacy revenue” related to “Pharmacy revenue” which was previously included in “Cost of revenue” in the Company’s Annual Report. The Company updated its accounting policy related to the classification of SelectRx cost of goods sold which resulted in $0.6 million previously included in Cost of revenue in the condensed consolidated financial statements for September 30, 2021, now included in Selling, general, and administrative expenses. Prior year financial statements and disclosures were reclassified to conform to these changes in presentation. These reclassifications had no impact on net income, shareholders’ equity or cash flows as previously reported. |
Use of Estimates | Use of Estimates —The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and |
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. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements 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 early adopted this guidance during the three months ended September 30, 2022, and will apply it prospectively to any business acquisitions subsequent to the date of adoption. |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
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 condensed consolidated financial statements presented in this Form 10-Q: CORRECTED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (unaudited) Three Months Ended September 30, 2021 (in thousands) As Previously Reported Adjustment As Corrected Commission revenue $ 134,651 (3,844) $ 130,807 Total revenue 159,923 (3,844) 156,079 Loss from operations (52,164) (3,844) (56,008) Loss before income tax benefit (60,801) (3,844) (64,645) Income tax benefit (15,436) (977) (16,413) Net loss (45,365) (2,867) (48,232) Net loss per share: Basic (0.28) (0.01) (0.29) Diluted (0.28) (0.01) (0.29) Comprehensive loss $ (45,371) $ (2,867) $ (48,238) CORRECTED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited) Three Months Ended September 30, 2021 (in thousands) (Accumulated Deficit)/Retained Earnings Total As Previously Reported BALANCES-June 30, 2021 $ 128,254 $ 674,889 Net loss (45,365) (45,365) BALANCES-September 30, 2021 82,889 633,785 Adjustments BALANCES-June 30, 2021 (7,850) (7,850) Net loss (2,867) (2,867) BALANCES-September 30, 2021 (10,717) (10,717) As Corrected BALANCES-June 30, 2021 120,404 667,039 Net loss (48,232) (48,232) BALANCES-September 30, 2021 $ 72,172 $ 623,068 CORRECTED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) Three Months Ended September 30, 2021 (in thousands) As Previously Reported Adjustment As Corrected Net loss $ (45,365) (2,867) $ (48,232) Deferred income taxes (15,807) (977) (16,784) Accounts receivable 17,336 3,844 21,180 Net cash used in operating activities $ (87,075) $ — $ (87,075) |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
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 Significant unobservable inputs for the asset or liability |
Summary of Total Consideration of the Acquisition | Under the terms of the Stock Purchase Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 20,000 Net working capital true-up (483) Closing cash 20 Total purchase consideration $ 19,537 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 $ 20 Accounts receivable 613 Other current assets 28 Property and equipment, net 287 Accounts payable (280) Accrued expenses, including compensation and benefits (45) Net tangible assets acquired 623 Proprietary Software 3 years 550 Non-compete agreements 5 years 100 Customer relationships 1 year 200 Goodwill Indefinite 18,064 Total intangible assets acquired 18,914 Net assets acquired $ 19,537 Description Estimated Life Amount Cash and cash equivalents $ 61 Accounts receivable 634 Other current assets 474 Property and equipment, net 415 Accounts payable (259) Net tangible assets acquired 1,325 Customer relationships 1 year 370 Goodwill Indefinite 5,713 Total intangible assets acquired 6,083 Net assets acquired $ 7,408 |
Property And Equipment_Net (Tab
Property And Equipment—Net (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment—net consisted of the following: (in thousands) September 30, 2022 June 30, 2022 Computer hardware $ 24,326 $ 23,303 Machinery and equipment (1) 15,001 15,051 Leasehold improvements 20,128 20,269 Furniture and fixtures 4,344 4,605 Work in progress 1,825 2,810 Total 65,624 66,038 Less accumulated depreciation (27,446) (24,234) Property and equipment—net $ 38,178 $ 41,804 (1) Includes financing lease right-of-use assets. |
Software_Net (Tables)
Software—Net (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Capitalized Software | Software—net consisted of the following: (in thousands) September 30, 2022 June 30, 2022 Software $ 27,444 $ 26,049 Work in progress 4,419 4,162 Total 31,863 30,211 Less accumulated amortization (15,512) (13,910) Software—net $ 16,351 $ 16,301 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | The carrying amounts, accumulated amortization, and net carrying value of our definite-lived intangible assets are presented in the table below (dollars in thousands): September 30, 2022 June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Impairment Charges (1) Accumulated Amortization Net Carrying Amount Customer relationships $ 17,492 $ (6,874) $ 10,618 $ 17,492 $ — $ (6,232) $ 11,260 Trade name 2,680 (1,295) 1,385 2,680 — (1,161) 1,519 Proprietary software 1,042 (641) 401 1,592 (336) (816) 440 Non-compete agreements 1,292 (516) 776 1,292 — (445) 847 Vendor relationships 20,400 (3,778) 16,622 23,700 (2,811) (3,700) 17,189 Total intangible assets $ 42,906 $ (13,104) $ 29,802 $ 46,756 $ (3,147) $ (12,354) $ 31,255 (1) During the year ended June 30, 2022, the Company recorded impairment charges for several of its long-lived intangible assets. Refer to the consolidated financial statements in our Annual Report on Form 10-K for additional details. |
Schedule of Future Amortization Expense | As of September 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 Remainder fiscal 2023 $ 402 $ 117 $ 202 $ 1,700 $ 1,743 $ 4,164 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 $ 1,385 $ 401 $ 776 $ 16,622 $ 10,618 $ 29,802 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Costs and Supplemental Information | The components of lease costs were as follows for the periods presented: Three Months Ended September 30, (in thousands) 2022 2021 Finance lease costs (1) $ 44 $ 42 Operating lease costs (2) 2,092 2,011 Short-term lease costs 31 13 Variable lease costs (3) 214 213 Sublease income (418) (337) Total net lease costs $ 1,963 $ 1,942 (1) Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in operating costs and expenses and interest expense, net in the condensed consolidated statements of comprehensive income. (2) Recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. (3) Variable lease costs are not included in the measurement of the lease liability or right-of-use asset as they are not based on an index or rate and primarily represents common area maintenance charges and real estate taxes recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income. |
Schedule of Maturity of Operating Lease Liabilities | Maturities of Lease Liabilities —As of September 30, 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 Remainder fiscal 2023 7,215 98 7,313 2024 9,151 38 9,189 2025 8,948 38 8,986 2026 7,412 38 7,450 2027 6,105 32 6,137 Thereafter 14,608 — 14,608 Total undiscounted lease payments 53,439 244 53,683 Less: interest 14,136 23 14,159 Present value of lease liabilities $ 39,303 $ 221 $ 39,524 |
Schedule of Maturity of Finance Lease Liabilities | Maturities of Lease Liabilities —As of September 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 Remainder fiscal 2023 7,215 98 7,313 2024 9,151 38 9,189 2025 8,948 38 8,986 2026 7,412 38 7,450 2027 6,105 32 6,137 Thereafter 14,608 — 14,608 Total undiscounted lease payments 53,439 244 53,683 Less: interest 14,136 23 14,159 Present value of lease liabilities $ 39,303 $ 221 $ 39,524 |
Sublease, Future Minimum Receipts, Fiscal Year Maturity | Sublease Income —As of September 30, 2022, the future minimum fixed sublease receipts under non-cancelable operating lease agreements are as follows: (in thousands) Total Remainder fiscal 2023 890 2024 2,808 2025 3,039 2026 2,433 2027 2,102 Thereafter 4,024 Total sublease income $ 15,296 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following: (in thousands) September 30, 2022 June 30, 2022 Term Loans (effective interest rate 13.3%) $ 705,718 $ 713,327 Unamortized debt issuance costs and debt discount (15,459) (7,735) Total debt 690,259 705,592 Less current portion of long-term debt: (17,387) (7,169) Long-term debt $ 672,872 $ 698,423 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock by Class | As of September 30, 2022, the Company has reserved the following authorized, but unissued, shares of common stock: Employee Stock Purchase Plan 97,146 Stock awards outstanding under 2020 Plan 11,570,349 Stock awards available for grant under 2020 Plan 7,504,724 Options outstanding under 2003 Plan 584,616 Total 19,756,835 |
Schedule of Share-Based Compensation Activity | Total share-based compensation for stock awards included in selling, general, and administrative expense in the condensed consolidated statements of comprehensive income was as follows for the periods presented: Three Months Ended September 30, (in thousands) 2022 2021 Share-based compensation related to: Equity classified stock options $ 852 $ 740 Equity classified RSU's 1,402 953 Equity classified PSU's (57) 392 Equity classified PVU's 358 — Total $ 2,555 $ 2,085 |
Schedule of Stock Options, Valuation Assumptions | The Company used the following weighted-average assumptions for the stock options granted during the period presented below: Three Months Ended September 30, 2021 Volatility 30.0% Risk-free interest rate 0.9% Dividend yield —% Assumed forfeitures —% Expected term (in years) 6.25 Weighted-average fair value (per share) $5.52 During the three months ended September 30, 2021, there were no PVU’s granted. The Company used the following weighted-average assumptions for the PVU’s granted during the period presented below: Three Months Ended September 30, 2022 Share price as of grant date $1.80 Volatility 79.3% Risk-free interest rate 2.6% Cost of Equity 10.6% Dividend yield —% |
Schedule of Stock Options Roll Forward | The following table summarizes stock option activity under the Stock Plans for the three months ended September 30, 2022: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Outstanding—June 30, 2022 5,211,585 $ 9.14 Options granted — — Options exercised (1,116,624) 0.53 Options forfeited/expired/cancelled (63,579) 12.76 Outstanding—September 30, 2022 4,031,382 $ 11.47 8.19 $ 3 Vested and exercisable—September 30, 2022 1,474,693 $ 12.19 6.98 $ 3 |
Schedule of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity under the 2020 Stock Plan for the three months ended September 30, 2022: Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2022 810,310 $ 13.50 Granted 3,006,728 1.77 Vested (131,682) 17.72 Forfeited (62,530) 5.24 Unvested as of September 30, 2022 3,622,826 $ 3.75 |
Schedule of Performance Stock Activity | The following table summarizes performance stock unit activity under the 2020 Stock Plan for the three months ended September 30, 2022: Number of Performance Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2022 (1) 13,293 $ 17.97 Granted (1) — — Vested — — Forfeited (5,236) 18.58 Performance adjustment (2) (2,488) Unvested as of September 30, 2022 5,569 $ 17.96 (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. |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award | The number of shares subject to each tranche of the PVU awards, as well as the stock price hurdles, service periods, and performance periods for each tranche are as follows: Number of Shares per Tranche Grant Date Fair Value (per Share) Stock Price Hurdle (per Share) Performance Period Requisite Service Period Tranche 1 1,055,674 $ 1.52 $ 4.00 August 1, 2022 - August 1, 2027 1.39 years - 3 years Tranche 2 1,055,648 $ 1.25 $ 7.50 August 1, 2022 - August 1, 2027 2.33 years - 3 years Tranche 3 1,055,674 $ 1.11 $ 10.00 August 1, 2022 - August 1, 2027 2.66 years - 3 years Tranche 4 1,055,648 $ 1.01 $ 12.50 August 1, 2022 - August 1, 2027 2.90 years - 3 years |
Revenue from Contracts with Cus
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Sep. 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: Three Months Ended September 30, (in thousands) 2022 2021 Senior: Commission revenue: Medicare advantage $ 66,357 $ 80,083 Medicare supplement 116 1,604 Prescription drug plan 91 269 Dental, vision, and health 335 3,216 Other commission revenue 655 1,167 Total commission revenue 67,554 86,339 Total other revenue 9,959 14,265 Total Senior revenue 77,513 100,604 Healthcare Services: Total pharmacy revenue 41,093 4,467 Total other revenue 1,974 1,516 Total Healthcare Services revenue 43,067 5,983 Life: Commission revenue: Term 15,376 16,246 Final expense 17,420 23,138 Total commission revenue 32,796 39,384 Total other revenue 4,039 6,598 Total Life revenue 36,835 45,982 Auto & Home: Total commission revenue 6,681 6,992 Total other revenue 401 477 Total Auto & Home revenue 7,082 7,469 Eliminations: Total commission revenue (696) (1,908) Total other revenue (1,317) (2,051) Total Elimination revenue (2,013) (3,959) Total commission revenue 106,335 130,807 Total pharmacy revenue 41,093 4,467 Total other revenue 15,056 20,805 Total revenue $ 162,484 $ 156,079 |
Schedule of Activity in Commissions Receivable | A roll forward of commissions receivable (current and long-term) is shown below for the period presented: (in thousands) Balance as of June 30, 2022 $ 838,626 Commission revenue from revenue recognized 49,865 Net commission revenue adjustment from change in estimate 779 Amounts recognized as accounts receivable, net (14,632) Balance as of September 30, 2022 $ 874,638 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | A roll forward of contract liabilities (current and long-term) is shown below for the period presented: (in thousands) Balance as of June 30, 2022 $ 3,404 Other revenue from revenue recognized (1,936) Amounts recognized as contract liabilities 40,995 Balance as of September 30, 2022 $ 42,463 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share, Basic and Diluted | The following table sets forth the computation of net loss per share for the periods presented: Three Months Ended September 30, (in thousands, except per share amounts) 2022 2021 Basic: Numerator: Net loss attributable to common shareholders $ (42,484) $ (48,232) Denominator: Weighted-average common stock outstanding 164,824 163,692 Net loss per share—basic: $ (0.26) $ (0.29) Diluted: Numerator: Net loss attributable to common and common equivalent shareholders $ (42,484) $ (48,232) Denominator: Weighted-average common stock outstanding 164,824 163,692 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP (1) — — Total common and common equivalent shares outstanding 164,824 163,692 Net loss per share—diluted: $ (0.26) $ (0.29) (1) Excluded from the computation of net loss per share-diluted for the three months ended September 30, 2022 and 2021, because the effect would have been anti-dilutive. |
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share | The weighted average potential shares of common stock that were excluded from the calculation of net loss per share-diluted because including them would have been anti-dilutive are as follows for the periods presented: Three Months Ended September 30, (in thousands) 2022 2021 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP 7,779 4,683 The weighted average potential shares of common stock that were excluded from the calculation of net loss per share-diluted because the performance or market conditions associated with these awards were not met are as follows for the periods presented: Three Months Ended September 30, (in thousands) 2022 2021 Shares subject to outstanding PVU’s 4,223 — Shares subject to outstanding PSU's 6 329 Total 4,229 329 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents information about the reportable segments for the three months ended September 30, 2022: (in thousands) Senior Healthcare Services Life Auto & Home Corp & Elims Consolidated Revenue $ 77,513 $ 43,067 $ 36,835 $ 7,082 $ (2,013) (1) $ 162,484 Operating expenses (81,366) (54,854) (31,811) (4,640) (17,446) (2) (190,117) Other income (expense), net — — 201 (1) (42) 158 Adjusted EBITDA $ (3,853) $ (11,787) $ 5,225 $ 2,441 $ (19,501) (27,475) Share-based compensation expense (2,630) Transaction costs (3) (2,126) Depreciation and amortization (6,802) Loss on disposal of property, equipment, and software (325) Interest expense, net (16,736) Income tax benefit 13,610 Net loss $ (42,484) (1) Revenue in the Corp & Elims division represents intercompany revenue eliminated between segments primarily for lead generation referrals from InsideResponse (within Senior) to the other segments. (2) Operating expenses in the Corp & Elims division primarily include $12.1 million in salaries and benefits for certain general, administrative, and IT related departments and $4.6 million in professional services fees. (3) These expenses primarily consist of costs related to the Fourth Amendment to the Senior Secured Credit Facility. The following table presents information about the reportable segments for the three months ended September 30, 2021: (in thousands) Senior Healthcare Services Life Auto & Home Corp & Elims Consolidated Revenue $ 100,604 $ 5,983 $ 45,982 $ 7,469 $ (3,959) (1) $ 156,079 Operating expenses (129,645) (9,913) (45,128) (6,095) (13,084) (2) (203,865) Other expenses, net — — — — (102) (102) Adjusted EBITDA $ (29,041) $ (3,930) $ 854 $ 1,374 $ (17,145) (47,888) Share-based compensation expense (2,215) Non-recurring expenses (3) (554) Depreciation and amortization (5,103) Loss on disposal of property, equipment, and software (350) Interest expense, net (8,535) Income tax benefit 16,413 Net loss $ (48,232) (1) Revenue in the Corp & Elims division represents intercompany revenue eliminated between segments primarily for lead generation referrals from InsideResponse (within Senior) to the other segments. (2) Operating expenses in the Corp & Elims division primarily include $10.4 million in salaries and benefits for certain general, administrative, and IT related departments and $4.7 million in professional services fees. (3) These expenses primarily consist of costs related to the acquisitions of Express Med Pharmaceuticals and Simple Meds. |
Summary of Business and Signi_4
Summary of Business and Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2022 | |
Class of Stock [Line Items] | |||||||
Revenue from contract with customer | $ (162,484) | $ (156,079) | |||||
Accountsreceivables | (122,978) | $ (129,748) | |||||
Net loss | (42,484) | (48,232) | |||||
Selling, general, and administrative | 30,706 | 23,895 | |||||
Accumulated Deficit | |||||||
Class of Stock [Line Items] | |||||||
Net loss | (42,484) | (48,232) | |||||
Revision of prior period | |||||||
Class of Stock [Line Items] | |||||||
Selling, general, and administrative | 600 | ||||||
Adjustment | |||||||
Class of Stock [Line Items] | |||||||
Revenue from contract with customer | 3,844 | ||||||
Accountsreceivables | $ 2,200 | $ (10,000) | |||||
Net loss | (2,867) | ||||||
Adjustment | Accumulated Deficit | |||||||
Class of Stock [Line Items] | |||||||
Net loss | (6,200) | $ (1,700) | |||||
Commission | |||||||
Class of Stock [Line Items] | |||||||
Revenue from contract with customer | $ (106,335) | (130,807) | |||||
Commission | Adjustment | |||||||
Class of Stock [Line Items] | |||||||
Revenue from contract with customer | $ 800 | $ 700 | $ 3,844 | $ 7,800 | $ 2,200 |
Summary of Business and Signi_5
Summary of Business and Significant Accounting Policies - Revised Statement of Comprehensive Income (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total revenue | $ 162,484 | $ 156,079 | ||||
Loss from operations | (39,516) | (56,008) | ||||
Loss before income tax benefit | (56,094) | (64,645) | ||||
Income tax benefit | (13,610) | (16,413) | ||||
Net loss | $ (42,484) | $ (48,232) | ||||
Net loss per share—basic: (in dollars per share) | $ (0.26) | $ (0.29) | ||||
Net loss per share—diluted: (in dollars per share) | $ (0.26) | $ (0.29) | ||||
Comprehensive loss | $ (38,084) | $ (48,238) | ||||
Commission | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total revenue | $ 106,335 | 130,807 | ||||
As Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total revenue | 159,923 | |||||
Loss from operations | (52,164) | |||||
Loss before income tax benefit | (60,801) | |||||
Income tax benefit | (15,436) | |||||
Net loss | $ (45,365) | |||||
Net loss per share—basic: (in dollars per share) | $ (0.28) | |||||
Net loss per share—diluted: (in dollars per share) | $ (0.28) | |||||
Comprehensive loss | $ (45,371) | |||||
As Previously Reported | Commission | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total revenue | 134,651 | |||||
Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total revenue | (3,844) | |||||
Loss from operations | (3,844) | |||||
Loss before income tax benefit | (3,844) | |||||
Income tax benefit | (977) | |||||
Net loss | $ (2,867) | |||||
Net loss per share—basic: (in dollars per share) | $ (0.01) | |||||
Net loss per share—diluted: (in dollars per share) | $ (0.01) | |||||
Comprehensive loss | $ (2,867) | |||||
Adjustment | Commission | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Total revenue | $ (800) | $ (700) | $ (3,844) | $ (7,800) | $ (2,200) |
Summary of Business and Signi_6
Summary of Business and Significant Accounting Policies - Revised Equity Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | $ 391,105 | $ 667,039 | ||
Net loss | (42,484) | (48,232) | ||
Ending balance | 356,698 | 623,068 | $ 667,039 | |
As Previously Reported | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 674,889 | |||
Net loss | (45,365) | |||
Ending balance | 633,785 | 674,889 | ||
Adjustment | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | (7,850) | |||
Net loss | (2,867) | |||
Ending balance | (10,717) | (7,850) | ||
Accumulated Deficit | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | (177,100) | 120,404 | ||
Net loss | (42,484) | (48,232) | ||
Ending balance | $ (219,584) | 72,172 | 120,404 | |
Accumulated Deficit | As Previously Reported | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | 128,254 | |||
Net loss | (45,365) | |||
Ending balance | 82,889 | 128,254 | ||
Accumulated Deficit | Adjustment | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance | (7,850) | |||
Net loss | (6,200) | $ (1,700) | ||
Ending balance | $ (10,717) | $ (7,850) |
Summary of Business and Signi_7
Summary of Business and Significant Accounting Policies - Revised Cash Flow Items (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | $ 42,484 | $ 48,232 |
Deferred income taxes | 13,931 | 16,784 |
Accounts receivable | 34,770 | 21,180 |
Net cash used in operating activities | $ (47,170) | (87,075) |
As Previously Reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | 45,365 | |
Deferred income taxes | 15,807 | |
Accounts receivable | 17,336 | |
Net cash used in operating activities | (87,075) | |
Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net loss | 2,867 | |
Deferred income taxes | 977 | |
Accounts receivable | 3,844 | |
Net cash used in operating activities | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 USD ($) | Apr. 30, 2021 USD ($) provision segment patient | Sep. 30, 2022 USD ($) | Nov. 04, 2022 USD ($) | Jun. 30, 2022 | |
Business Acquisition [Line Items] | |||||
Estimated Life | 6 years | 6 years 2 months 12 days | |||
Express Med Pharmaceutical Inc | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting interests acquired (in percent) | 100% | ||||
Total purchase consideration | $ 24,000 | ||||
Cash acquired from acquisition | 17,500 | ||||
Holdback for indemnification claims | $ 2,500 | ||||
Contingent consideration, liability | 4,000 | ||||
Fair value adjustments to contingent earnout obligations | $ 300 | ||||
Number of provisions | provision | 2 | ||||
Consideration arrangements provision one | $ 3,000 | 2,000 | |||
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 | ||||
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 | Minimum | |||||
Business Acquisition [Line Items] | |||||
Estimated Life | 1 year | ||||
Express Med Pharmaceutical Inc | Maximum | |||||
Business Acquisition [Line Items] | |||||
Total purchase consideration | $ 24,000 | ||||
Estimated Life | 5 years | ||||
Express Med Pharmaceutical Inc | Senior: | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, goodwill, expected tax deductible amount | 16,300 | ||||
Simple Meds | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting interests acquired (in percent) | 100% | ||||
Total purchase consideration | $ 7,408 | ||||
Payments to acquire businesses, gross | $ 7,000 | ||||
Simple Meds | Senior: | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, goodwill, expected tax deductible amount | $ 5,600 |
Acquisitions - Consideration (D
Acquisitions - Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Aug. 31, 2021 | Apr. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Total purchase consideration | $ 0 | $ 6,927 | ||
Express Med Pharmaceutical Inc | ||||
Business Acquisition [Line Items] | ||||
Base purchase price | $ 20,000 | |||
Net working capital true-up | (483) | |||
Closing cash | 20 | |||
Total purchase consideration | 19,537 | |||
Total purchase consideration | $ 24,000 | |||
Simple Meds | ||||
Business Acquisition [Line Items] | ||||
Base purchase price | $ 7,000 | |||
Net working capital true-up | 347 | |||
Closing cash | 61 | |||
Total purchase consideration | $ 7,408 |
Acquisitions - Estimated Fair V
Acquisitions - Estimated Fair Value Of Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2021 | Apr. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 29,136 | $ 29,136 | ||
Estimated Life | 6 years | 6 years 2 months 12 days | ||
Express Med Pharmaceutical Inc | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 20 | |||
Accounts receivable | 613 | |||
Other current assets | 28 | |||
Property and equipment, net | 287 | |||
Accounts payable | (280) | |||
Accrued expenses, including compensation and benefits | (45) | |||
Net tangible assets acquired | 623 | |||
Goodwill | 18,064 | |||
Total intangible assets acquired | 18,914 | |||
Net assets acquired | 19,537 | |||
Simple Meds | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 61 | |||
Accounts receivable | 634 | |||
Other current assets | 474 | |||
Property and equipment, net | 415 | |||
Accounts payable | (259) | |||
Net tangible assets acquired | 1,325 | |||
Goodwill | 5,713 | |||
Total intangible assets acquired | 6,083 | |||
Net assets acquired | 7,408 | |||
Proprietary Software | Express Med Pharmaceutical Inc | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 550 | |||
Estimated Life | 3 years | |||
Non-compete agreements | Express Med Pharmaceutical Inc | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 100 | |||
Estimated Life | 5 years | |||
Customer relationships | Express Med Pharmaceutical Inc | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 200 | |||
Estimated Life | 1 year | |||
Customer relationships | Simple Meds | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 370 | |||
Estimated Life | 1 year |
Property And Equipment_Net - Su
Property And Equipment—Net - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 65,624 | $ 66,038 |
Less accumulated depreciation | (27,446) | (24,234) |
Property and equipment—net | 38,178 | 41,804 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 24,326 | 23,303 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 15,001 | 15,051 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,128 | 20,269 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,344 | 4,605 |
Work in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,825 | $ 2,810 |
Property And Equipment_Net - Na
Property And Equipment—Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ (3.5) | $ (2.1) |
Software_Net - Summary (Details
Software—Net - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 31,863 | $ 30,211 |
Less accumulated amortization | (15,512) | (13,910) |
Software—net | 16,351 | 16,301 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 27,444 | 26,049 |
Work in progress | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 4,419 | $ 4,162 |
Software_Net - Narrative (Detai
Software—Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Capitalized software costs in the period | $ 2 | $ 2.4 |
Capitalized software amortization | $ (1.8) | $ (1.4) |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Carrying Amounts Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 42,906 | $ 46,756 |
Accumulated Amortization | (13,104) | (12,354) |
Net Carrying Amount | 29,802 | 31,255 |
Impairment Charges | (3,147) | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 17,492 | 17,492 |
Accumulated Amortization | (6,874) | (6,232) |
Net Carrying Amount | 10,618 | 11,260 |
Impairment Charges | 0 | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,680 | 2,680 |
Accumulated Amortization | (1,295) | (1,161) |
Net Carrying Amount | 1,385 | 1,519 |
Impairment Charges | 0 | |
Proprietary software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,042 | 1,592 |
Accumulated Amortization | (641) | (816) |
Net Carrying Amount | 401 | 440 |
Impairment Charges | (336) | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,292 | 1,292 |
Accumulated Amortization | (516) | (445) |
Net Carrying Amount | 776 | 847 |
Impairment Charges | 0 | |
Vendor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20,400 | 23,700 |
Accumulated Amortization | (3,778) | (3,700) |
Net Carrying Amount | $ 16,622 | 17,189 |
Impairment Charges | $ (2,811) |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Goodwill [Line Items] | |||
Impairment of intangible assets excluding goodwill | $ 0 | $ 0 | |
Amortization of intangible assets | $ (1,500,000) | (1,600,000) | |
Estimated Life | 6 years | 6 years 2 months 12 days | |
Goodwill | $ 29,136,000 | $ 29,136,000 | |
Goodwill impairment | 0 | $ 0 | |
Healthcare Services: | |||
Goodwill [Line Items] | |||
Goodwill | $ 29,100,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2023 | $ 4,164 | |
2024 | 5,498 | |
2025 | 5,378 | |
2026 | 4,714 | |
2027 | 4,194 | |
Thereafter | 5,854 | |
Net Carrying Amount | 29,802 | $ 31,255 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2023 | 402 | |
2024 | 536 | |
2025 | 447 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Net Carrying Amount | 1,385 | 1,519 |
Proprietary software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2023 | 117 | |
2024 | 156 | |
2025 | 128 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Net Carrying Amount | 401 | 440 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2023 | 202 | |
2024 | 220 | |
2025 | 220 | |
2026 | 134 | |
2027 | 0 | |
Thereafter | 0 | |
Net Carrying Amount | 776 | 847 |
Vendor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2023 | 1,700 | |
2024 | 2,267 | |
2025 | 2,267 | |
2026 | 2,267 | |
2027 | 2,267 | |
Thereafter | 5,854 | |
Net Carrying Amount | 16,622 | 17,189 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder fiscal 2023 | 1,743 | |
2024 | 2,319 | |
2025 | 2,316 | |
2026 | 2,313 | |
2027 | 1,927 | |
Thereafter | 0 | |
Net Carrying Amount | $ 10,618 | $ 11,260 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |
Expected rental payments | $ 53,439 |
Right-of-use assets obtained in exchange for new lease liabilities | $ 1,600 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term | 13 years |
Monaca, Pennsylvania | Affiliated Entity | |
Lessee, Lease, Description [Line Items] | |
Expected rental payments | $ 3,600 |
Operating lease, term | 10 years |
Option to extend | 5 years |
Overland Park, Kansas | |
Lessee, Lease, Description [Line Items] | |
Loss on lease termination | $ 900 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Finance lease costs | $ 44 | $ 42 |
Operating lease costs | 2,092 | 2,011 |
Short-term lease costs | 31 | 13 |
Variable lease costs | 214 | 213 |
Sublease income | (418) | (337) |
Total net lease costs | $ 1,963 | $ 1,942 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Operating leases | |
Remainder fiscal 2023 | $ 7,215 |
2024 | 9,151 |
2025 | 8,948 |
2026 | 7,412 |
2027 | 6,105 |
Thereafter | 14,608 |
Total undiscounted lease payments | 53,439 |
Less: interest | 14,136 |
Present value of lease liabilities | 39,303 |
Finance leases | |
Remainder fiscal 2023 | 98 |
2024 | 38 |
2025 | 38 |
2026 | 38 |
2027 | 32 |
Thereafter | 0 |
Total undiscounted lease payments | 244 |
Less: interest | 23 |
Present value of lease liabilities | 221 |
Total | |
Remainder fiscal 2023 | 7,313 |
2024 | 9,189 |
2025 | 8,986 |
2026 | 7,450 |
2027 | 6,137 |
Thereafter | 14,608 |
Total undiscounted lease payments | 53,683 |
Less: interest | 14,159 |
Present value of lease liabilities | $ 39,524 |
Leases - Sublease Income, Fisca
Leases - Sublease Income, Fiscal Year Maturity (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
Remainder fiscal 2023 | $ 890 |
2024 | 2,808 |
2025 | 3,039 |
2026 | 2,433 |
2027 | 2,102 |
Thereafter | 4,024 |
Total sublease income | $ 15,296 |
Debt - Credit Agreement and Sen
Debt - Credit Agreement and Senior Secured Credit Facility (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs and debt discount | $ (15,459) | $ (7,735) |
Total debt | 690,259 | 705,592 |
Less current portion of long-term debt: | (17,387) | (7,169) |
Long-term debt | 672,872 | 698,423 |
Line of Credit | Secured Debt | ||
Debt Instrument [Line Items] | ||
Term Loans (effective interest rate 13.3%) | $ 705,718 | $ 713,327 |
Debt Instrument, Interest Rate, Effective Percentage | 13.30% | 13.30% |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Aug. 26, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Aug. 25, 2022 | Dec. 23, 2021 | Nov. 02, 2021 | Feb. 24, 2021 | |
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | |||||||
Unamortized debt issuance costs | $ 40,100,000 | |||||||
Unamortized debt issuance costs | 33,000,000 | |||||||
Amortization of debt issuance costs and debt discount | 1,612,000 | $ 862,000 | ||||||
Cash flow hedge to be reclassified during next 12 months | 10,500,000 | |||||||
Interest Rate Swap | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Derivative, notional amount | 325,000,000 | |||||||
Fair value of interest rate swap | $ 21,100,000 | |||||||
Base Rate | Interest Rate Swap | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Derivative, basis spread on variable rate | 0.931% | |||||||
Line of Credit | ||||||||
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 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Amendment fee | 1% | |||||||
Variable rate payable in cash | 6% | |||||||
Variable rate payable in kind | 2% | |||||||
Line of Credit | Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Variable rate payable in cash | 5% | |||||||
Variable rate payable in kind | 2% | |||||||
Line of Credit | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
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 | $ 145,000,000 | |||||||
Termination fee | $ 500,000 | |||||||
Line of Credit | Secured Debt | Term Loans | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 705,700,000 | |||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Amendment fee | 0.50% | |||||||
Revolving Credit Facility | Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 4% | |||||||
Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, interest rate | 1% | |||||||
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
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 | 100,000,000 | $ 135,000,000 | ||||||
Loss on extinguishment of debt | $ 3,300,000 | |||||||
Minimum revolving exposure for asset coverage ratio | $ 50,000,000 | |||||||
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 | |||||||
Principal payments made | $ 12,500,000 | |||||||
Secured Debt | Line of Credit | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||||
Secured Debt | Line of Credit | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 4.75% |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Reserved For Future Issuance (Details) - shares | Sep. 30, 2022 | Jun. 30, 2022 |
Class of Stock [Line Items] | ||
Options issued and outstanding under stock option plans (in shares) | 4,031,382 | 5,211,585 |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 19,756,835 | |
ESPP | Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 97,146 | |
2020 Plan | Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 7,504,724 | |
Options issued and outstanding under stock option plans (in shares) | 11,570,349 | |
2003 Plan | Common Stock | ||
Class of Stock [Line Items] | ||
Options issued and outstanding under stock option plans (in shares) | 584,616 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 USD ($) plan tranche installment shares | Sep. 30, 2021 USD ($) | |
Class of Stock [Line Items] | ||
Number of share-based compensation plans | plan | 2 | |
Options granted (in shares) | 0 | |
Cost not yet recognized | $ | $ 7,700 | |
Cost not yet recognized, period for recognition | 2 years 6 months 21 days | |
Proceeds from common stock options exercised and employee stock purchase plan | $ | $ 1,079 | $ 2,194 |
Restricted Stock Units (RSUs) | ||
Class of Stock [Line Items] | ||
Share-based cost not yet recognized (Less Than for PSU's granted) | $ | $ 11,900 | |
Weighted-average remaining service period (in years) | 2 years 6 months 14 days | |
Restricted Stock Units (RSUs) | Minimum | ||
Class of Stock [Line Items] | ||
Award performance period | 1 year | |
Restricted Stock Units (RSUs) | Maximum | ||
Class of Stock [Line Items] | ||
Award performance period | 4 years | |
Performance Stock | ||
Class of Stock [Line Items] | ||
Award performance period | 3 years | |
Share-based cost not yet recognized (Less Than for PSU's granted) | $ | $ 100 | |
Weighted-average remaining service period (in years) | 10 months 28 days | |
Price-Vested Units (PVUs) | ||
Class of Stock [Line Items] | ||
Award performance period | 5 years | |
Share-based cost not yet recognized (Less Than for PSU's granted) | $ | $ 4,800 | |
Weighted-average remaining service period (in years) | 2 years 4 months 20 days | |
Number of tranches | tranche | 4 | |
Threshold days for determining the weighted average price of share | 60 days | |
Price-Vested Units (PVUs) | Tranche 1 | ||
Class of Stock [Line Items] | ||
Options granted (in shares) | 1,055,674 | |
Price-Vested Units (PVUs) | Tranche 2 | ||
Class of Stock [Line Items] | ||
Options granted (in shares) | 1,055,648 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 19,756,835 | |
2020 Plan | ||
Class of Stock [Line Items] | ||
Percentage of outstanding stock annual increase, maximum | 3% | |
2020 Plan | Incentive Stock Options | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 4,000,000 | |
2020 Plan | Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 7,504,724 | |
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 | Tranche 1 | ||
Class of Stock [Line Items] | ||
Vesting rights percentage | 33.30% | |
2003 Plan | Tranche 2 | ||
Class of Stock [Line Items] | ||
Vesting rights percentage | 0.0416% |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||
Share-based compensation expense | $ 2,555 | $ 2,085 |
Equity classified stock options | ||
Class of Stock [Line Items] | ||
Share-based compensation expense | 852 | 740 |
Equity classified RSU's | ||
Class of Stock [Line Items] | ||
Share-based compensation expense | 1,402 | 953 |
Equity classified PSU's | ||
Class of Stock [Line Items] | ||
Share-based compensation expense | (57) | 392 |
Equity classified PVU's | ||
Class of Stock [Line Items] | ||
Share-based compensation expense | $ 358 | $ 0 |
Shareholders' Equity - Fair Val
Shareholders' Equity - Fair Value Assumptions (Details) - $ / shares | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||
Volatility | 30% | |
Risk-free interest rate | 0.90% | |
Assumed forfeitures | 0% | |
Expected term (in years) | 6 years 3 months | |
Weighted-average fair value (in dollars per share) | $ 5.52 | |
Dividend yield | 0% | |
Price-Vested Units (PVUs) | ||
Class of Stock [Line Items] | ||
Share price as of grant date | 180% | |
Volatility | 79.30% | |
Risk-free interest rate | 2.60% | |
Cost of Equity | 10.60% | |
Dividend yield | 0% |
Shareholders' Equity - Option A
Shareholders' Equity - Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Number of Options | |
Beginning balance (in shares) | shares | 5,211,585 |
Options granted (in shares) | shares | 0 |
Options exercised (in shares) | shares | (1,116,624) |
Options forfeited/expired/cancelled (in shares) | shares | (63,579) |
Ending balance (in shares) | shares | 4,031,382 |
Vested and exercisable, number of options (in shares) | shares | 1,474,693 |
Weighted- Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 9.14 |
Options granted (in dollars per share) | $ / shares | 0 |
Options exercised (in dollars per share) | $ / shares | 0.53 |
Options forfeited/expired/cancelled (in dollars per share) | $ / shares | 12.76 |
Ending balance (in dollars per share) | $ / shares | 11.47 |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 12.19 |
Weighted-average remaining contractual term, outstanding (in years) | 8 years 2 months 8 days |
Weighted-average remaining contractual term, vested and exercisable (in years) | 6 years 11 months 23 days |
Aggregate intrinsic value, outstanding | $ | $ 3 |
Aggregate intrinsic value, vested and exercisable | $ | $ 3 |
Shareholders' Equity - Restrict
Shareholders' Equity - Restricted Stock Unit and Performance Stock Activity (Details) | 3 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Weighted-Average Grant Date Fair Value | |
Forfeited (in dollars per share) | $ 18.58 |
Restricted Stock Units (RSUs) | |
Number of Restricted Stock Units | |
Beginning balance (in shares) | shares | 810,310 |
Granted (in shares) | shares | 3,006,728 |
Vested (in shares) | shares | (131,682) |
Forfeited (in shares) | shares | (62,530) |
Ending balance (in shares) | shares | 3,622,826 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ 13.50 |
Granted (in dollars per share) | 1.77 |
Vested (in dollars per share) | 17.72 |
Forfeited (in dollars per share) | 5.24 |
Ending balance (in dollars per share) | $ 3.75 |
Restricted Stock Units (RSUs) | Minimum | |
Weighted-Average Grant Date Fair Value | |
Award performance period | 1 year |
Restricted Stock Units (RSUs) | Maximum | |
Weighted-Average Grant Date Fair Value | |
Award performance period | 4 years |
Performance Stock | |
Number of Restricted Stock Units | |
Beginning balance (in shares) | shares | 13,293 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (2,488) |
Performance adjustment (in shares) | shares | (5,236) |
Ending balance (in shares) | shares | 5,569 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ 17.97 |
Granted (in dollars per share) | 0 |
Vested (in dollars per share) | 0 |
Forfeited (in dollars per share) | 18.58 |
Performance adjustment (in dollars per share) | |
Ending balance (in dollars per share) | $ 17.96 |
Award performance period | 3 years |
Performance Stock | Tranche 1 | Minimum | |
Weighted-Average Grant Date Fair Value | |
Number of potential shares earned (in percent) | 0% |
Performance Stock | Tranche 1 | Maximum | |
Weighted-Average Grant Date Fair Value | |
Number of potential shares earned (in percent) | 150% |
Performance Stock | Tranche 2 | Minimum | |
Weighted-Average Grant Date Fair Value | |
Number of potential shares earned (in percent) | 0% |
Performance Stock | Tranche 2 | Maximum | |
Weighted-Average Grant Date Fair Value | |
Number of potential shares earned (in percent) | 200% |
Shareholders' Equity - Price Ve
Shareholders' Equity - Price Vesting Units (Details) | 3 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Class of Stock [Line Items] | |
Number of shares per tranche (in shares) | shares | 0 |
Stock price hurdle (in USD per Share) | $ / shares | $ 0 |
Price-Vested Units (PVUs) | Tranche 1 | |
Class of Stock [Line Items] | |
Number of shares per tranche (in shares) | shares | 1,055,674 |
Stock price hurdle (in USD per Share) | $ / shares | $ 4 |
Price-Vested Units (PVUs) | Tranche 1 | Minimum | |
Class of Stock [Line Items] | |
Requisite service period (in years) | 1 year 4 months 20 days |
Price-Vested Units (PVUs) | Tranche 1 | Maximum | |
Class of Stock [Line Items] | |
Requisite service period (in years) | 3 years |
Price-Vested Units (PVUs) | Tranche 2 | |
Class of Stock [Line Items] | |
Number of shares per tranche (in shares) | shares | 1,055,648 |
Stock price hurdle (in USD per Share) | $ / shares | $ 7.50 |
Price-Vested Units (PVUs) | Tranche 2 | Minimum | |
Class of Stock [Line Items] | |
Requisite service period (in years) | 2 years 3 months 29 days |
Price-Vested Units (PVUs) | Tranche 2 | Maximum | |
Class of Stock [Line Items] | |
Requisite service period (in years) | 3 years |
Price-Vested Units (PVUs) | Tranche 3 | |
Class of Stock [Line Items] | |
Number of shares per tranche (in shares) | shares | 1,055,674 |
Stock price hurdle (in USD per Share) | $ / shares | $ 10 |
Price-Vested Units (PVUs) | Tranche 3 | Minimum | |
Class of Stock [Line Items] | |
Requisite service period (in years) | 2 years 7 months 28 days |
Price-Vested Units (PVUs) | Tranche 3 | Maximum | |
Class of Stock [Line Items] | |
Requisite service period (in years) | 3 years |
Price-Vested Units (PVUs) | Tranche 4 | |
Class of Stock [Line Items] | |
Number of shares per tranche (in shares) | shares | 1,055,648 |
Stock price hurdle (in USD per Share) | $ / shares | $ 12.50 |
Price-Vested Units (PVUs) | Tranche 4 | Minimum | |
Class of Stock [Line Items] | |
Requisite service period (in years) | 2 years 10 months 24 days |
Price-Vested Units (PVUs) | Tranche 4 | Maximum | |
Class of Stock [Line Items] | |
Requisite service period (in years) | 3 years |
Shareholders' Equity - Employee
Shareholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Share-based compensation expense | $ 2,630 | $ 2,215 |
Common Stock | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Number of shares available for grant (in shares) | 19,756,835 | |
ESPP | Common Stock | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Number of shares available for grant (in shares) | 97,146 | |
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) | 779,946 | 89,985 |
Share-based compensation expense | $ 200 | $ 100 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 162,484 | $ 156,079 |
Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 106,335 | 130,807 |
Pharmacy | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 41,093 | 4,467 |
Total other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 15,056 | 20,805 |
Intersegment Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,013 | 3,959 |
Intersegment Eliminations | Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 696 | 1,908 |
Intersegment Eliminations | Total other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,317 | 2,051 |
Senior: | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 77,513 | 100,604 |
Senior: | Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 67,554 | 86,339 |
Senior: | Medicare advantage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 66,357 | 80,083 |
Senior: | Medicare supplement | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 116 | 1,604 |
Senior: | Prescription drug plan | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 91 | 269 |
Senior: | Dental, vision, and health | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 335 | 3,216 |
Senior: | Other commission revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 655 | 1,167 |
Senior: | Total other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 9,959 | 14,265 |
Healthcare Services: | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 43,067 | 5,983 |
Healthcare Services: | Pharmacy | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 41,093 | 4,467 |
Healthcare Services: | Total other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,974 | 1,516 |
Life: | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36,835 | 45,982 |
Life: | Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 32,796 | 39,384 |
Life: | Term | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 15,376 | 16,246 |
Life: | Final expense | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 17,420 | 23,138 |
Life: | Total other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,039 | 6,598 |
Auto & Home: | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,082 | 7,469 |
Auto & Home: | Commission | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,681 | 6,992 |
Auto & Home: | Total other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 401 | $ 477 |
Revenues from Contracts with _2
Revenues from Contracts with Customers - Commission Receivable Roll Forward (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Activity in Commissions Receivable [Roll Forward] | |
Beginning balance | $ 838,626 |
Commission revenue from revenue recognized | 49,865 |
Net commission revenue adjustment from change in estimate | 779 |
Amounts recognized as accounts receivable, net | (14,632) |
Ending balance | $ 874,638 |
Revenues from Contracts with _3
Revenues from Contracts with Customers - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net commission revenue adjustment from change in estimate | $ 800 | |
Unamortized balance | 42,463 | $ 3,404 |
Commision Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Unamortized balance | 30,100 | |
Marketing Development Funds | ||
Disaggregation of Revenue [Line Items] | ||
Unamortized balance | 12,300 | |
Other Liabilities | ||
Disaggregation of Revenue [Line Items] | ||
Unamortized balance | 600 | |
Contract liabilities | ||
Disaggregation of Revenue [Line Items] | ||
Unamortized balance | $ 41,800 |
Revenues from Contracts with _4
Revenues from Contracts with Customers - Contract Liabilities Roll Forward (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Activities in Contract Liabilities [Roll Forward] | |
Balance as of June 30, 2022 | $ 3,404 |
Other revenue from revenue recognized | (1,936) |
Amounts recognized as contract liabilities | 40,995 |
Balance as of September 30, 2022 | $ 42,463 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 13,610 | $ 16,413 |
Effective income tax rate reconciliation, percent | 24.30% | 25.40% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||
Net loss attributable to common shareholders | $ (42,484) | $ (48,232) |
Denominator: | ||
Weighted average number of shares outstanding, basic (in shares) | 164,824 | 163,692 |
Net loss per share—basic: (in dollars per share) | $ (0.26) | $ (0.29) |
Numerator: | ||
Net loss attributable to common and common equivalent shareholders | $ (42,484) | $ (48,232) |
Denominator: | ||
Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP (in shares) | 0 | 0 |
Total common and common equivalent shares outstanding (in shares) | 164,824 | 163,692 |
Net loss per share—diluted: (in dollars per share) | $ (0.26) | $ (0.29) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Shares (Details) - Stock Option - shares shares in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4,229 | 329 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 7,779 | 4,683 |
Price-Vested Units (PVUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4,223 | 0 |
Phantom Share Units (PSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 6 | 329 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 4 | |
Revenue | $ 162,484 | $ 156,079 |
Operating expenses | (190,117) | (203,865) |
Other income (expense), net | 158 | (102) |
Adjusted EBITDA | (27,475) | (47,888) |
Share-based compensation expense | (2,630) | (2,215) |
Non-recurring expenses | (2,126) | (554) |
Depreciation and amortization | (6,802) | (5,103) |
Loss on disposal of property, equipment, and software | (325) | (350) |
Interest expense, net | (16,736) | (8,535) |
Income tax benefit | 13,610 | 16,413 |
NET LOSS | (42,484) | (48,232) |
Corp & Elims | ||
Segment Reporting Information [Line Items] | ||
Revenue | (2,013) | (3,959) |
Operating expenses | (17,446) | (13,084) |
Other income (expense), net | (42) | (102) |
Adjusted EBITDA | (19,501) | (17,145) |
Salary expense | (12,100) | (10,400) |
Professional fees | (4,600) | (4,700) |
Senior: | ||
Segment Reporting Information [Line Items] | ||
Revenue | 77,513 | 100,604 |
Senior: | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 77,513 | 100,604 |
Operating expenses | (81,366) | (129,645) |
Other income (expense), net | 0 | 0 |
Adjusted EBITDA | (3,853) | (29,041) |
Healthcare Services: | ||
Segment Reporting Information [Line Items] | ||
Revenue | 43,067 | 5,983 |
Healthcare Services: | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 43,067 | 5,983 |
Operating expenses | (54,854) | (9,913) |
Other income (expense), net | 0 | 0 |
Adjusted EBITDA | (11,787) | (3,930) |
Life: | ||
Segment Reporting Information [Line Items] | ||
Revenue | 36,835 | $ 45,982 |
Life: | Major Customer One | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 11% | |
Life: | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 36,835 | $ 45,982 |
Operating expenses | (31,811) | (45,128) |
Other income (expense), net | 201 | 0 |
Adjusted EBITDA | 5,225 | 854 |
Auto & Home: | ||
Segment Reporting Information [Line Items] | ||
Revenue | 7,082 | 7,469 |
Auto & Home: | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 7,082 | 7,469 |
Operating expenses | (4,640) | (6,095) |
Other income (expense), net | (1) | 0 |
Adjusted EBITDA | $ 2,441 | $ 1,374 |
Senior and Healthcare Services | Major Customer One | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 16% | 17% |
Senior and Healthcare Services | Major Customer Two | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 11% | 15% |
Senior and Healthcare Services | Major Customer Three | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 11% |
Segment Information - Narrative
Segment Information - Narrative (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Major Customer One | Senior and Healthcare Services | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 16% | 17% |
Major Customer One | Life: | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 11% | |
Major Customer Two | Senior and Healthcare Services | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 11% | 15% |
Major Customer Three | Senior and Healthcare Services | ||
Segment Reporting Information [Line Items] | ||
Concentration risk, percentage | 11% |