Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39295 | |
Entity Registrant Name | SelectQuote, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3339273 | |
Entity Address, Address Line One | 6800 West 115th Street | |
Entity Address, Address Line Two | Suite 2511 | |
Entity Address, City or Town | Overland Park | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 66211 | |
City Area Code | 913 | |
Local Phone Number | 599-9225 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | SLQT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 163,389,853 | |
Entity Central Index Key | 0001794783 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 369,048 | $ 321,065 |
Restricted cash | 0 | 47,805 |
Accounts receivable | 137,839 | 83,634 |
Commissions receivable-current | 79,579 | 51,209 |
Other current assets | 4,958 | 10,121 |
Total current assets | 591,424 | 513,834 |
COMMISSIONS RECEIVABLE—Net | 684,570 | 461,752 |
PROPERTY AND EQUIPMENT—Net | 23,311 | 22,150 |
SOFTWARE—Net | 11,513 | 8,399 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 30,381 | 0 |
INTANGIBLE ASSETS—Net | 41,438 | 19,673 |
GOODWILL | 49,955 | 46,577 |
OTHER ASSETS | 1,522 | 1,408 |
TOTAL ASSETS | 1,434,114 | 1,073,793 |
CURRENT LIABILITIES: | ||
Accounts payable | 35,467 | 22,891 |
Accrued expenses | 23,090 | 14,936 |
Accrued compensation and benefits | 41,693 | 22,228 |
Earnout liability | 0 | 30,812 |
Operating lease liabilities—current | 5,130 | 0 |
Other current liabilities | 9,869 | 4,944 |
Total current liabilities | 115,249 | 95,811 |
DEBT | 460,615 | 311,814 |
DEFERRED INCOME TAXES | 138,870 | 105,844 |
OPERATING LEASE LIABILITIES | 37,716 | 0 |
OTHER LIABILITIES | 11,149 | 14,635 |
Total liabilities | 763,599 | 528,104 |
COMMITMENTS AND CONTINGENCIES (Note 9) | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, $0.01 par value | 1,634 | 1,622 |
Additional paid-in capital | 543,524 | 548,113 |
Retained earnings (accumulated deficit) | 124,942 | (2,792) |
Accumulated other comprehensive income (loss) | 415 | (1,254) |
Total shareholders’ equity | 670,515 | 545,689 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 1,434,114 | $ 1,073,793 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value, (dollars per share) | $ 0.01 | $ 0.01 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
REVENUE: | ||||
Total revenue | $ 266,923 | $ 148,604 | $ 749,366 | $ 390,068 |
OPERATING COSTS AND EXPENSES: | ||||
Cost of revenue | 71,439 | 43,367 | 206,605 | 126,488 |
Marketing and advertising | 116,690 | 55,274 | 298,696 | 132,246 |
General and administrative | 19,251 | 6,656 | 44,496 | 25,779 |
Technical development | 4,860 | 2,865 | 13,458 | 9,088 |
Total operating costs and expenses | 212,240 | 108,162 | 563,255 | 293,601 |
INCOME FROM OPERATIONS | 54,683 | 40,442 | 186,111 | 96,467 |
INTEREST EXPENSE, NET | (7,355) | (9,356) | (20,898) | (16,239) |
LOSS ON EXTINGUISHMENT OF DEBT | (3,315) | 0 | (3,315) | 0 |
OTHER EXPENSES, NET | (349) | (4) | (1,545) | (20) |
INCOME BEFORE INCOME TAX EXPENSE | 43,664 | 31,082 | 160,353 | 80,208 |
INCOME TAX EXPENSE | 7,183 | 7,366 | 32,619 | 19,110 |
NET INCOME | $ 36,481 | $ 23,716 | $ 127,734 | $ 61,098 |
NET INCOME (LOSS) PER SHARE: | ||||
Basic (in dollars per share) | $ 0.22 | $ 0.23 | $ 0.79 | $ (0.38) |
Diluted (in dollars per share) | $ 0.22 | $ 0.17 | $ 0.77 | $ (0.38) |
WEIGHTED-AVERAGE COMMON STOCK OUTSTANDING USED IN PER SHARE AMOUNTS: | ||||
Basic (in shares) | 163,023 | 92,077 | 162,705 | 89,989 |
Diluted (in shares) | 165,731 | 138,754 | 165,495 | 89,989 |
OTHER COMPREHENSIVE INCOME NET OF TAX: | ||||
Gain on cash flow hedge | $ 1,810 | $ 0 | $ 1,669 | $ 0 |
OTHER COMPREHENSIVE INCOME | 1,810 | 0 | 1,669 | 0 |
COMPREHENSIVE INCOME | 38,291 | 23,716 | 129,403 | 61,098 |
Commission | ||||
REVENUE: | ||||
Total revenue | 236,793 | 137,455 | 664,312 | 353,926 |
Production bonus and other | ||||
REVENUE: | ||||
Total revenue | $ 30,130 | $ 11,149 | $ 85,054 | $ 36,142 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings/(Accumulated Deficit) | Treasury Stock | Accumulated Other Comprehensive Loss | |
Beginning balance (in shares) at Jun. 30, 2019 | 90,619,000 | ||||||
Beginning balance at Jun. 30, 2019 | $ 262,455 | $ 906 | $ 138,378 | $ 200,446 | $ (77,275) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 61,098 | 61,098 | |||||
Exercise of employee stock options (in shares) | 5,147,000 | ||||||
Exercise of employee stock options | 5,365 | $ 52 | 5,313 | ||||
Dividends paid | [1] | (207,341) | (207,341) | ||||
Dividends paid on unexercised stock options | [1] | (9,221) | (9,221) | ||||
Return of capital | (58,438) | (58,438) | |||||
Share-based compensation expense | 9,282 | 9,282 | |||||
Treasury stock retired (in shares) | (3,520,000) | ||||||
Treasury stock retired | 195 | $ (36) | (77,044) | 77,275 | |||
Ending balance (in shares) at Mar. 31, 2020 | 92,246,000 | ||||||
Ending balance at Mar. 31, 2020 | 63,395 | $ 922 | 85,314 | (22,841) | 0 | ||
Beginning balance (in shares) at Dec. 31, 2019 | 95,270,000 | ||||||
Beginning balance at Dec. 31, 2019 | 38,919 | $ 953 | 84,754 | 30,487 | (77,275) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 23,716 | 23,716 | |||||
Exercise of employee stock options (in shares) | 496,000 | ||||||
Exercise of employee stock options | 546 | $ 5 | 541 | ||||
Share-based compensation expense | 19 | 19 | |||||
Treasury stock retired (in shares) | (3,520,000) | ||||||
Treasury stock retired | 195 | $ (36) | (77,044) | 77,275 | |||
Ending balance (in shares) at Mar. 31, 2020 | 92,246,000 | ||||||
Ending balance at Mar. 31, 2020 | 63,395 | $ 922 | 85,314 | (22,841) | $ 0 | ||
Beginning balance (in shares) at Jun. 30, 2020 | 162,191,000 | ||||||
Beginning balance at Jun. 30, 2020 | 545,689 | $ 1,622 | 548,113 | (2,792) | $ (1,254) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 127,734 | 127,734 | |||||
Gain on cash flow hedge, net of tax | 1,301 | 1,301 | |||||
Net reclassification into earnings | $ 368 | 368 | |||||
Exercise of employee stock options (in shares) | 1,598,824 | 1,135,000 | |||||
Exercise of employee stock options | $ (9,233) | $ 11 | (9,244) | ||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 56,000 | ||||||
Issuance of common stock pursuant to employee stock purchase plan | 986 | $ 1 | 985 | ||||
Share-based compensation expense | 3,670 | 3,670 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 163,382,000 | ||||||
Ending balance at Mar. 31, 2021 | 670,515 | $ 1,634 | 543,524 | 124,942 | 415 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 162,774,000 | ||||||
Beginning balance at Dec. 31, 2020 | 634,135 | $ 1,628 | 545,441 | 88,461 | (1,395) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 36,481 | 36,481 | |||||
Gain on cash flow hedge, net of tax | 1,675 | 1,675 | |||||
Net reclassification into earnings | 135 | 135 | |||||
Exercise of employee stock options (in shares) | 552,000 | ||||||
Exercise of employee stock options | (4,326) | $ 5 | (4,331) | ||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 56,000 | ||||||
Issuance of common stock pursuant to employee stock purchase plan | 986 | $ 1 | 985 | ||||
Share-based compensation expense | 1,429 | 1,429 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 163,382,000 | ||||||
Ending balance at Mar. 31, 2021 | $ 670,515 | $ 1,634 | $ 543,524 | $ 124,942 | $ 415 | ||
[1] | (1) Dividends paid for common stock and unexercised stock options were $1.96 per share and $15.66 per share for preferred series A-D during the nine months ended March 31, 2020. Refer to Note 8 to the condensed consolidated financial statements for further details. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) | 9 Months Ended |
Mar. 31, 2020$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Common stock dividends paid (in dollars per share) | $ 1.96 |
Preferred stock dividends paid (in dollars per share) | $ 15.66 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net income | $ 127,734 | $ 61,098 |
Adjustments to reconcile net income to net cash, cash equivalents, and restricted cash used in operating activities: | ||
Depreciation and amortization | 11,260 | 5,273 |
Loss on disposal of property, equipment, and software | 261 | 235 |
Share-based compensation expense | 3,689 | 9,283 |
Deferred income taxes | 32,475 | 19,117 |
Amortization of debt issuance costs and debt discount | 2,482 | 1,431 |
Write-off of debt issuance costs | 2,570 | 0 |
Fair value adjustments to contingent earnout obligations | 1,487 | 0 |
Non-cash lease expense | 2,869 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (52,905) | (17,057) |
Commissions receivable | (251,188) | (142,454) |
Other assets | 4,349 | 1,420 |
Accounts payable and accrued expenses | 26,223 | 12,896 |
Operating lease liabilities | (2,631) | 0 |
Other liabilities | 30,378 | 6,726 |
Net cash used in operating activities | (60,947) | (42,032) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (6,520) | (6,185) |
Proceeds from sales of property and equipment | 0 | 3 |
Purchases of software and capitalized software development costs | (5,807) | (4,443) |
Acquisition of business | (23,879) | 0 |
Net cash used in investing activities | (36,206) | (10,625) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolving line of credit | 0 | 85,975 |
Payments on revolving line of credit | 0 | (97,007) |
Net proceeds from Term Loans | 228,753 | 416,500 |
Payments on other debt | (189) | (2,432) |
Proceeds from other debt | 0 | 12,125 |
Proceeds from common stock options exercised and employee stock purchase plan | 1,778 | 5,364 |
Cash dividends paid | 0 | (275,000) |
Payments of tax withholdings related to net share settlement of equity awards | (10,026) | 0 |
Payments of debt issuance costs | (885) | (7,694) |
Payment of contingent earnout liability | (32,300) | 0 |
Net cash provided by financing activities | 97,331 | 135,714 |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 178 | 83,057 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period | 368,870 | 570 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period | 369,048 | 83,627 |
Reconciliation to the Consolidated Balance Sheets: | ||
Total cash, cash equivalents, and restricted cash | 369,048 | 83,627 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid, net | (18,309) | (14,654) |
Income taxes paid, net | (121) | (48) |
Private Placement | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of stock issuance costs | (1,771) | 0 |
IPO | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of stock issuance costs | (3,911) | (2,117) |
Secured Debt | Line of Credit | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on other debt | $ (84,118) | $ 0 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Business and Significant Accounting Policies | SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business —SelectQuote, Inc. and its subsidiaries (the “Company” or “SelectQuote”) contract with numerous insurance carriers to sell senior health (“Senior”), life (“Life”), and auto and home insurance (“Auto & Home”) policies by telephone to individuals throughout the United States through the use of multi-channel marketing and advertising campaigns. Senior sells Medicare Advantage, Medicare Supplement, Medicare Part D, and other ancillary senior health insurance related policies. Life sells term and permanent life insurance policies (together referred to as "core") and final expense policies, along with other ancillary products. Auto & Home primarily sells non-commercial auto & home property and casualty insurance policies. SelectQuote’s licensed insurance agents provide comparative rates from a variety of insurance carriers relying on our technology distribution channel with a combination of proprietary and commercially available software to perform its quote service and sell insurance policies on behalf of the insurance carriers. The Company earns revenue in the form of commission payments from the insurance carriers. Commission payments are received both when the initial policy is sold (“first year”) and when the underlying policyholder renews their policy in subsequent years (“renewal”). Additionally, the Company receives certain volume-based bonuses from some carriers on first-year policies sold, which are referred to as production bonuses and marketing development funds, based on attaining various predetermined target sales levels or other agreed upon objectives. 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, and InsideResponse, LLC ("InsideResponse"). The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2020, and include all adjustments necessary for the fair presentation of our financial position for the periods presented, the results of which are not necessarily indicative of the results to be expected for any subsequent period, including for the year ending June 30, 2021, 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, 2020. Results of operations were not materially impacted by the COVID-19 pandemic, but the Company is continuously assessing the evolving situation related to the pandemic. Use of Estimates —The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities. The Company regularly assesses these estimates; however, actual amounts could differ from those estimates. The most significant items involving management’s estimates include estimates of revenue recognition, commissions receivable, valuation of intangible assets and goodwill, share-based compensation expense, and the provision for income taxes. 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 during AEP and to a lesser extent, the third quarter during OEP. Significant Accounting Policies —With the exception of the adoption of recent accounting pronouncements, there have been no material changes to the Company’s significant accounting policies as described in our Annual Report on Form 10-K for the year ended June 30, 2020. Adoption of New Accounting Pronouncements —In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) , which has been clarified and amended by various subsequent updates. The core principle of this standard is that a lessee should recognize the assets and liabilities that arise from leases, by recognizing in the condensed consolidated balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. In accordance with the guidance of Topic 842, leases are classified as finance or operating leases, and both types of leases are recognized on the condensed consolidated balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous guidance. The new guidance requires certain expanded qualitative disclosures and specific quantitative disclosures in order to provide users of financial statements enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. Although the effective date of this ASU has been deferred for emerging growth companies until annual periods beginning after December 15, 2021, the Company has early adopted the new guidance and related amendments on July 1, 2020, and has elected the transition package of practical expedients permitted under the transition guidance, which allowed the carry forward of historical assessments of whether a contract contains a lease, lease classification and initial direct costs. The new guidance and related amendments have been applied on a modified retrospective basis using the optional transition method with an application date of July 1, 2020. As a result of adopting this standard, on July 1, 2020, the Company recorded lease liabilities of $41.3 million and right-of-use assets of $29.7 million, which includes reclassifications of existing assets and liabilities primarily related to deferred rent. The adoption of this new standard did not have a material impact on the Company’s condensed consolidated statements of comprehensive income or the condensed consolidated statements of cash flows. The Company has included expanded disclosures on the condensed consolidated balance sheets and in Note 7 to the condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This ASU amends the subsequent measurement of goodwill whereby Step 2 from the goodwill impairment test is eliminated. As a result, an entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The standard was adopted and applied prospectively by the Company as of July 1, 2020, but it did not have an impact on the Company's condensed consolidated financial statements and disclosures. Recent Accounting Pronouncements Not Yet Adopted —In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326), which amends the guidance for accounting for assets that are potentially subject to credit risk. The amendment affects contract assets, loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. As an emerging growth company, the standard is effective for the Company beginning in fiscal years starting after December 15, 2022, and interim periods within those fiscal years; however, early adoption is permitted. The Company is currently evaluating the impact to its condensed consolidated financial statements and related disclosures but does not expect this ASU to have a material impact. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies and changes the accounting for certain income tax transactions, among other minor improvements. This standard becomes effective for the Company on July 1, 2022, and for interim periods beginning July 1, 2023, with early adoption permitted. The Company is currently evaluating the |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS In accordance with ASC Topic 805, Business Combinations (“ASC 805”), the Company allocates the purchase price of its acquisitions to the tangible assets, liabilities, and intangible assets acquired based on fair values. Any excess purchase price over those fair values is recorded as goodwill. The fair value assigned to intangible assets acquired is supported by valuations using estimates and assumptions provided by management. Based on the valuation inputs, the Company has recorded assets acquired and liabilities assumed according to the following fair value hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability InsideResponse, LLC —On May 1, 2020, the Company acquired 100% of the outstanding membership units of InsideResponse, an online marketing consulting firm the Company previously purchased leads from, for an aggregate purchase price of up to $65.0 million (subject to customary adjustments), as set forth in the Agreement and Plan of Merger, as amended on May 1, 2020 (the “Merger Agreement”). The purchase price was comprised of $32.7 million, which was paid in cash at the closing of the transaction and an earnout of up to $32.3 million, which was paid in full during the nine months ended March 31, 2021, as InsideResponse achieved the applicable earnout target for calendar year 2020, as set forth in the Merger Agreement. Additionally, during the three and nine months ended March 31, 2021, the Company recorded $0.4 million and $1.2 million, respectively, in other expenses, net in the condensed consolidated statements of comprehensive income as an adjustment to the fair market value of the earnout liability. Under the terms of the Merger Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 32,700 Fair value of earnout 30,437 Net working capital true-up (1) 3,527 Closing cash 904 Closing indebtedness (476) Total purchase consideration $ 67,092 (1) The Company recorded a $0.1 million measurement period adjustment to the carrying amount of goodwill related to the net working capital true-up for the nine months ended March 31, 2021. At the date of acquisition, the fair value of net tangible assets acquired approximated their carrying value. The trade name acquired was determined using the relief from royalty method, which measures the value by estimating the cost savings associated with owning the asset rather than licensing it. 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 agreements were valued using the income approach, and the customer relationships were valued using the multiple period excess earnings method. As such, all aforementioned intangible assets were valued using Level 3 inputs. Further, the Company believes that the fair value of the earn-out liability falls within Level 3 of the fair value hierarchy as a result of the unobservable inputs used for the measurement. Goodwill resulting from the transaction constitutes the excess of the consideration paid over the fair values of the assets acquired and liabilities assumed and primarily represents the expected synergies in streamlining the Company's marketing and advertising process by consolidating a primary vendor into its marketing team, providing full access to a rapidly growing and scalable lead generation strategy, guaranteeing our ability to consume more leads and reducing cost. This acquired goodwill is allocated to the Senior segment and approximately $5.0 million is deductible for tax purposes. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Description Estimated Life Amount Cash and cash equivalents $ 955 Accounts receivable 8,220 Other current assets 459 Property and equipment, net 51 Accounts payable (2,922) Accrued expenses (737) Other current liabilities (8) Other liabilities (1) Net tangible assets acquired 6,017 Trade Name 5 years 2,680 Proprietary Software 2-5 years 1,042 Non-compete agreements 3 years 192 Customer relationships 7 years 16,069 Goodwill Indefinite 41,092 Total intangible assets acquired 61,075 Net assets acquired $ 67,092 The Company will amortize the intangible assets acquired on a straight-line basis over their estimated remaining lives, ranging from two Lead distribution company —On February 1, 2021, the Company acquired substantially all of the assets of a lead distribution company for an aggregate purchase price of up to $33.5 million (subject to customary adjustments), as set forth in the Asset Purchase Agreement, dated February 1, 2021 (the "Asset Purchase Agreement"). The purchase price is comprised of $30.0 million, of which $24.0 million was paid in cash at the closing of the transaction with an additional $6.0 million of holdback for indemnification claims, net working capital adjustments, and underperformance. Additionally, the purchase price includes an earnout of up to $3.5 million. The primary purpose of the acquisition was to secure and incorporate the exclusive publisher relationships into the lead generation business of InsideResponse. The Company recorded $0.3 million of acquisition-related costs in general and administrative operating costs and expenses in the condensed consolidated statements of comprehensive income. The earnout is contingent upon the achievement of a minimum of 50,000 insurance policies sold to closed policy leads during calendar year 2021 and will be paid in cash no later than five days after the accountant-reviewed stand-alone financial statements of the lead distribution company, as of and for the period ending December 31, 2021, are finalized. While the earnout provides for a range of possible payouts, if the lead distribution company fails to hit the minimum target threshold set forth in the Asset Purchase Agreement, there will be no payout, but in no circumstance can the earnout exceed $3.5 million. As the earnout payment is contingent upon continued employment of certain individuals, the Company will recognize the earnout as compensation expense in general and administrative operating costs and expenses in the condensed consolidated statement of comprehensive income in the period in which it is earned. As of March 31, 2021, the Company has not accrued an earnout payment based on current forecasted performance. The underperformance amount related to the $6.0 million holdback is calculated as follows: if the lead performance percentage, calculated as the calendar year 2021 closed policy amount divided by the closed policy performance target of 50,000 closed policy leads, is less than or equal to 60%, the underperformance amount shall be calculated as 100% less the lead performance percentage multiplied by $30.0 million. As of March 31, 2021, current forecasted performance is expected to exceed 60%. The Company will accrue interest on the remaining holdback of $5.5 million, after the net working capital true-up of $0.5 million, through the 15-month anniversary of the closing date in interest expense, net in the condensed consolidated statement of comprehensive income. Under the terms of the Asset Purchase Agreement, the total consideration for the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 30,000 Net working capital true-up (499) Total Purchase Consideration $ 29,501 At the date of acquisition, the fair value of net tangible assets acquired approximated their carrying value. The non-compete agreements were valued using the income approach, and the customer relationships were valued using the multiple period excess earnings method. As such, all aforementioned intangible assets were valued using Level 3 inputs. Goodwill resulting from the transaction constitutes the excess of the consideration paid over the fair values of the assets acquired and liabilities assumed and primarily represents the benefits of leveraging the exclusive publisher relationships in the business. This acquired goodwill is allocated to the Senior segment and $3.8 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 Accounts receivable $ 1,301 Total tangible assets acquired 1,301 Non-compete agreements 5 years 1,000 Vendor relationships 9 years 23,700 Goodwill Indefinite 3,500 Total intangible assets acquired 28,200 Net Assets Acquired $ 29,501 The Company will amortize the intangible assets acquired on a straight-line basis over their estimated remaining lives, ranging from five From the date of acquisition, February 1, 2021, through March 31, 2021, the lead distribution company generated $2.6 million of lead generation revenue, all of which was consumed by the Senior segment. Recent Acquisition —On April 30, 2021, the Company acquired 100% of the outstanding shares of Express Med Pharmaceutical Inc., a leading specialty pharmaceutical distributor, for an aggregate purchase price of up to $24.0 million (subject to customary adjustments), as set forth in the Stock Purchase Agreement dated April 30, 2021. The purchase price is comprised of $20.0 million, of which $17.5 million was paid in cash at the closing of the transaction with an additional $2.5 million of holdback for indemnification claims and an earnout of up to $4.0 million. The primary purpose of the acquisition was to take advantage of our technology and customer base to facilitate better patient care through coordination of strategic, value-based care partnerships. |
Property And Equipment_Net
Property And Equipment—Net | 9 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment—Net | PROPERTY AND EQUIPMENT—NET Property and equipment—net consisted of the following: (in thousands) March 31, 2021 June 30, 2020 Computer hardware $ 14,448 $ 9,829 Equipment (1) 2,429 2,443 Leasehold improvements 18,526 17,692 Furniture and fixtures 5,012 5,259 Work in progress 67 1,267 Total 40,482 36,490 Less accumulated depreciation (17,171) (14,340) Property and equipment—net $ 23,311 $ 22,150 (1) Includes financing lease right-of-use assets. Work in progress as of March 31, 2021 and June 30, 2020, primarily represents furniture and fixtures and tenant improvements, respectively, not yet put into service and are not yet being depreciated. Depreciation expense for the three months ended March 31, 2021 and 2020, were $2.0 million and $1.4 million, respectively, and $5.6 million and $3.8 million for the nine months ended March 31, 2021 and 2020, respectively. |
Software_Net
Software—Net | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Software—Net | SOFTWARE—NET Software—net consisted of the following: (in thousands) March 31, 2021 June 30, 2020 Software $ 14,197 $ 10,999 Work in progress 3,880 1,922 Total 18,077 12,921 Less accumulated amortization (6,564) (4,522) Software—net $ 11,513 $ 8,399 Work in progress as of March 31, 2021 and June 30, 2020, primarily represents costs incurred for software not yet put into service and are not yet being depreciated. For the three months ended March 31, 2021 and 2020, the Company capitalized internal-use software and website development costs of $2.2 million and $2.0 million, respectively, and recorded amortization expense of $1.0 million and $0.7 million, respectively. For the nine months ended March 31, 2021 and 2020, the Company capitalized internal-use software and website development costs of $5.4 million and $4.4 million, respectively, and recorded amortization expense of $2.7 million and $1.5 million, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | INTANGIBLE ASSETS AND GOODWILL Intangible assets — The Company's intangible assets include those acquired as part of the acquisition of the controlling interest in Auto & Home in August 2012, the May 2020 acquisition of InsideResponse, and the February 2021 acquisition of a lead distribution company. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. During the three and nine months ended March 31, 2021 and 2020, there were no such indicators. Goodwill— In August 2012, the Company acquired the remaining interest in Auto & Home and recorded goodwill as the excess of the total consideration transferred plus the acquisition-date fair value of the previously held equity interest over the fair values of the identifiable net assets acquired. Further, in May 2020 and February 2021, the Company recorded as goodwill the excess of the purchase price over the estimated fair values of identifiable assets and liabilities acquired from InsideResponse and the lead distribution company, respectively. There were no goodwill impairment charges recorded during the three and nine months ended March 31, 2021 and 2020. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date and becomes identified with that reporting unit in its entirety. As such the reporting unit as a whole supports the recovery of its goodwill. For the aforementioned acquisitions, the reporting units are Auto & Home and Senior, respectively. The carrying amounts, accumulated amortization, net carrying value, and weighted average remaining life of our definite-lived amortizable intangible assets as well as our goodwill are presented in the tables below (dollars in thousands, useful life in years): March 31, 2021 June 30, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Total intangible assets subject to amortization Customer relationships $ 16,922 $ (2,812) $ 14,110 $ 16,922 $ (1,011) $ 15,911 Trade Name 2,680 (491) 2,189 2,680 (88) 2,592 Proprietary Software-5 year 780 (143) 637 780 (26) 754 Proprietary Software-2 year 262 (120) 142 262 (22) 240 Non-compete agreements 1,192 (92) 1,100 192 (16) 176 Vendor Relationships 23,700 (440) 23,260 — — — Total intangible assets $ 45,536 $ (4,098) $ 41,438 7.4 $ 20,836 $ (1,163) $ 19,673 6.4 Total indefinite-lived assets Goodwill-Auto & Home $ 5,364 $ 5,364 $ 5,364 $ 5,364 Goodwill-Senior 44,591 44,591 41,213 41,213 Total goodwill $ 49,955 $ 49,955 $ 46,577 $ 46,577 For the three months ended March 31, 2021 and 2020, amortization expense related to intangible assets totaled $1.3 million and less than $0.1 million, respectively, and $2.9 million and less than $0.1 million for the nine months ended March 31, 2021 and 2020, respectively. Changes in the balance of goodwill for the nine months ended March 31, 2021, are as follows (in thousands): Balance, June 30, 2020 $ 46,577 Measurement period adjustments (1) (122) Goodwill from the acquisition of a lead distribution company $ 3,500 Balance, March 31, 2021 $ 49,955 (1) Represents measurement period adjustments related to the InsideResponse acquisition (refer to Note 2 to the condensed consolidated financial statements for further details). As of March 31, 2021, expected amortization expense in future periods were as follows (in thousands): Trade Name Proprietary Software Non-compete agreements Vendor Relationships Customer relationships Total Remainder fiscal 2021 $ 134 $ 72 $ 66 $ 658 $ 584 $ 1,514 2022 536 265 264 2,633 2,328 6,026 2023 536 156 253 2,633 2,324 5,902 2024 536 156 200 2,633 2,319 5,844 2025 447 130 200 2,633 2,316 5,726 Thereafter — — 117 12,070 4,239 16,426 Total $ 2,189 $ 779 $ 1,100 $ 23,260 $ 14,110 $ 41,438 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company uses derivative financial instruments to hedge against the interest rate risk associated with its variable-rate debt as a result of the Company's exposure to fluctuations in interest rates associated with the Term Loans (as defined in Note 8 to the condensed consolidated financial statements). To accomplish this hedging strategy, the Company enters into interest rate swaps designated as cash flow hedges that are designed to be highly correlated to the underlying terms of the debt instruments to which their forecasted, variable- rate payments are tied. To qualify for hedge accounting, the Company documents and assesses effectiveness at inception and in subsequent reporting periods. The fair value of interest rate swaps are recorded on the condensed consolidated balance sheets as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive income. The changes in fair value are reclassified from accumulated other comprehensive income into earnings as an offset to interest expense, net in the same period that the hedged items affect earnings. The Company does not engage in the use of derivative instruments for speculative or trading purposes. We entered into a USD floored interest rate swap agreement on May 12, 2020, with an effective date of May 29, 2020, wherein the Company exchanged a floating rate of interest of LIBOR (subject to a 1% floor) plus 6.00% on the notional amount of $325.0 million of the Company’s $425.0 million 2019 Term Loan (as defined in Note 8 to the condensed consolidated financial statements) for a fixed rate payment of 6.00% plus 1.188%. Subsequently, on March 12, 2021, as a result of the First Amendment (as defined in Note 8 to the condensed consolidated financial statements) , the Company de-designated and simultaneously re-designated the original interest rate swap with modified terms (the "Amended Interest Rate Swap"), matching those of the 2021 Term Loan (as defined in Note 8 to the condensed consolidated financial statements), in order to maintain a highly effective hedge relationship. The Amended Interest Rate Swap is designed as a hedge of the remaining forecasted interest payments on the notional amount of $325.0 million of the Term Loans (as defined in Note 8 to the condensed consolidated financial statements). As the results of the modification indicate that the hedge remains highly effective, the Amended Interest Rate Swap continues to qualify for hedge accounting. As of the date of de-designation, $0.5 million will be recorded directly to general and administrative expense in the condensed consolidated statement of comprehensive income, as this represents the ineffective portion of the hedge in re-designation. The Amended Interest Rate Swap terminates on November 5, 2024. In addition, the Company has determined that the majority of the inputs used to value its Amended Interest Rate Swap fall within Level 2 of the fair value hierarchy as they primarily include other than quoted prices that are observable. Further, this valuation uses standard calculations and models that use readily observable market data as their basis. As a result, the Company classifies its Amended Interest Rate Swap in Level 2 of the fair value hierarchy. The following table presents the fair value of the Company’s derivative financial instrument on a gross basis, as well as its classification on the Company’s condensed consolidated balance sheets for the periods presented: (in thousands) March 31, 2021 June 30, 2020 Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash flow hedge Other Assets $ 12 Other current liabilities $ (1,669) The following table presents the unrealized gains deferred to accumulated other comprehensive income resulting from the Company’s derivative instruments designated as cash flow hedging instruments for the periods presented: (in thousands) Three Months Ended March 31, 2021 Nine Months Ended March 31, 2021 Unrealized gain, before taxes $ 2,226 $ 1,729 Income tax expense (551) (428) Unrealized gain, net of taxes $ 1,675 $ 1,301 The following table presents information about the reclassification of gains and losses from accumulated other comprehensive loss into earnings resulting from the Company’s derivative instruments designated as cash flow hedging instruments for the periods presented: (in thousands) Three Months Ended March 31, 2021 Nine Months Ended March 31, 2021 Interest expense $ 180 $ 491 Income tax benefit (45) (123) Net reclassification into earnings $ 135 $ 368 Amounts included in accumulated other comprehensive income are recorded net of the related income tax effects. The following table details the changes in accumulated other comprehensive gain: (in thousands) Derivative Instruments Balance at June 30, 2020 $ (1,254) Unrealized gains, net of related tax expense of $0.4 million 1,301 Amount reclassified into earnings, net of related taxes of $0.1 million 368 Balance at March 31, 2021 $ 415 As of March 31, 2021, the Company estimates that $0.9 million will be reclassified into interest expense during the next twelve months. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | LEASES The Company has entered into various lease agreements for office space and other equipment as lessee. At contract inception, the Company determines that a contract contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. If a contract contains a lease, the Company recognizes a right-of-use asset and a lease liability on the condensed consolidated balance sheet at lease commencement. The Company has elected a practical expedient to make an accounting policy not to record short-term leases on the condensed consolidated balance sheet, defined as leases with an initial term of 12 months or less that do not contain purchase options that the lessee is reasonably certain to elect. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term as the Company has control over an economic resource and is benefiting from the use of the asset. Lease liabilities represent the Company’s obligation to make payments for that right of use. Right-of-use assets and lease liabilities are determined by recognizing the present value of future lease payments using the Company’s incremental borrowing rate, which is the rate we would have to pay to borrow on a collateralized basis based upon information available at the lease commencement date. The right-of-use asset is measured at the commencement date by totaling the amount of the initial measurement of the lease liability, adding any lease payments made to the lessor at or before the commencement date, subtracting any lease incentives received, and adding any initial direct costs incurred by the Company. When lease terms include renewal or termination options, the Company determines the lease term as the noncancelable period of the lease, plus periods covered by an option to extend the lease if the Company is reasonably certain to exercise the option. The Company considers an option to be reasonably certain to be exercised by the Company when a significant economic incentive exists. The Company has lease agreements with lease and nonlease components. The Company elected the practical expedient to make an accounting policy election by class of underlying asset, to not separate nonlease components from the associated lease components and instead account for each separate lease component and its associated nonlease components as a single lease component. The Company has applied this accounting policy election to all asset classes. The majority of the Company’s leases are operating leases related to office space. The Company leases office facilities in the United States in San Diego, California; Centennial, Colorado; Jacksonville, Florida; Overland Park, Kansas; Wilmington, North Carolina; Des Moines, Iowa; and Oakland, California under noncancelable operating leases that expire at various dates through July 2029. The Company recognizes lease expense for operating leases on a straight-line basis over the respective lease term. The Company has operating leases with remaining lease terms of less than one year to eight years. The Company has entered into noncancelable agreements to sublease portions of its office facilities to unrelated third parties. Sublease rental income is recorded as a reduction of rent expense in general and administrative operating costs and expenses in the condensed consolidated statements of comprehensive income. Sublease rental income was $0.4 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively, and $0.6 million and $0.2 million for the nine months ended March 31, 2021 and 2020, respectively. Operating lease expense was $2.0 million and $5.9 million for the three and nine months ended March 31, 2021, respectively, recorded in general and administrative operating costs and expenses in the condensed consolidated statements of comprehensive income. Right-of-Use Asset and Lease Liability —The right-of-use assets and lease liabilities were as follows as of March 31, 2021: (in thousands) Balance Sheet Classification Amount Assets Operating leases Operating lease right-of-use assets $ 30,381 Finance leases Property and equipment - net 228 Total lease right-of-use assets 30,609 Liabilities Current Operating leases Operating lease liabilities - current 5,130 Finance leases Other current liabilities 202 Non-current Operating leases Operating lease liabilities 37,716 Finance leases Other liabilities 75 Total lease liabilities $ 43,123 Lease Costs —The components of lease costs were as follows for the periods presented: (in thousands) Three Months Ended March 31, 2021 Nine Months Ended March 31, 2021 Finance lease costs (1) $ 69 $ 194 Operating lease costs (2) 1,980 5,859 Short-term lease costs 42 168 Variable lease costs (3) 201 915 Sublease income (403) (638) Total net lease costs $ 1,889 $ 6,498 (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. Supplemental Information —Supplemental information related to leases was as follows as of and for the nine months ended March 31, 2021: (in thousands) Operating Leases Finance leases Total Cash paid for amounts included in measurement of liabilities: Operating cash flows from leases $ 5,045 $ 8 $ 5,053 Financing cash flows from leases — 201 201 Right-of-use assets obtained in exchange for new lease liabilities $ 3,632 $ 194 $ 3,826 Operating Leases Finance leases Weighted-average remaining lease term (in years) 7.05 1.31 Weighted-average discount rate 9.63 % 6.51 % Maturities of Lease Liabilities —As of March 31, 2021, remaining maturities of lease liabilities for each of the next five fiscal years and thereafter are as follows: (in thousands) Operating leases Finance leases Total Remainder of 2021 $ 2,145 $ 65 $ 2,210 2022 8,946 196 9,142 2023 8,478 27 8,505 2024 8,857 — 8,857 2025 8,870 — 8,870 2026 6,591 — 6,591 Thereafter 15,115 — 15,115 Total undiscounted lease payments 59,002 288 59,290 Less: interest 16,156 11 16,167 Present value of lease liabilities $ 42,846 $ 277 $ 43,123 The following table summarizes the future annual minimum lease obligations under non-cancelable operating leases at June 30, 2020, under the previous lease accounting standard ASC 840, Leases (in thousands): 2021 $ 8,781 2022 8,497 2023 7,991 2024 8,353 2025 8,306 Thereafter 21,262 Total minimum lease payments $ 63,190 |
Leases | LEASES The Company has entered into various lease agreements for office space and other equipment as lessee. At contract inception, the Company determines that a contract contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. If a contract contains a lease, the Company recognizes a right-of-use asset and a lease liability on the condensed consolidated balance sheet at lease commencement. The Company has elected a practical expedient to make an accounting policy not to record short-term leases on the condensed consolidated balance sheet, defined as leases with an initial term of 12 months or less that do not contain purchase options that the lessee is reasonably certain to elect. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term as the Company has control over an economic resource and is benefiting from the use of the asset. Lease liabilities represent the Company’s obligation to make payments for that right of use. Right-of-use assets and lease liabilities are determined by recognizing the present value of future lease payments using the Company’s incremental borrowing rate, which is the rate we would have to pay to borrow on a collateralized basis based upon information available at the lease commencement date. The right-of-use asset is measured at the commencement date by totaling the amount of the initial measurement of the lease liability, adding any lease payments made to the lessor at or before the commencement date, subtracting any lease incentives received, and adding any initial direct costs incurred by the Company. When lease terms include renewal or termination options, the Company determines the lease term as the noncancelable period of the lease, plus periods covered by an option to extend the lease if the Company is reasonably certain to exercise the option. The Company considers an option to be reasonably certain to be exercised by the Company when a significant economic incentive exists. The Company has lease agreements with lease and nonlease components. The Company elected the practical expedient to make an accounting policy election by class of underlying asset, to not separate nonlease components from the associated lease components and instead account for each separate lease component and its associated nonlease components as a single lease component. The Company has applied this accounting policy election to all asset classes. The majority of the Company’s leases are operating leases related to office space. The Company leases office facilities in the United States in San Diego, California; Centennial, Colorado; Jacksonville, Florida; Overland Park, Kansas; Wilmington, North Carolina; Des Moines, Iowa; and Oakland, California under noncancelable operating leases that expire at various dates through July 2029. The Company recognizes lease expense for operating leases on a straight-line basis over the respective lease term. The Company has operating leases with remaining lease terms of less than one year to eight years. The Company has entered into noncancelable agreements to sublease portions of its office facilities to unrelated third parties. Sublease rental income is recorded as a reduction of rent expense in general and administrative operating costs and expenses in the condensed consolidated statements of comprehensive income. Sublease rental income was $0.4 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively, and $0.6 million and $0.2 million for the nine months ended March 31, 2021 and 2020, respectively. Operating lease expense was $2.0 million and $5.9 million for the three and nine months ended March 31, 2021, respectively, recorded in general and administrative operating costs and expenses in the condensed consolidated statements of comprehensive income. Right-of-Use Asset and Lease Liability —The right-of-use assets and lease liabilities were as follows as of March 31, 2021: (in thousands) Balance Sheet Classification Amount Assets Operating leases Operating lease right-of-use assets $ 30,381 Finance leases Property and equipment - net 228 Total lease right-of-use assets 30,609 Liabilities Current Operating leases Operating lease liabilities - current 5,130 Finance leases Other current liabilities 202 Non-current Operating leases Operating lease liabilities 37,716 Finance leases Other liabilities 75 Total lease liabilities $ 43,123 Lease Costs —The components of lease costs were as follows for the periods presented: (in thousands) Three Months Ended March 31, 2021 Nine Months Ended March 31, 2021 Finance lease costs (1) $ 69 $ 194 Operating lease costs (2) 1,980 5,859 Short-term lease costs 42 168 Variable lease costs (3) 201 915 Sublease income (403) (638) Total net lease costs $ 1,889 $ 6,498 (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. Supplemental Information —Supplemental information related to leases was as follows as of and for the nine months ended March 31, 2021: (in thousands) Operating Leases Finance leases Total Cash paid for amounts included in measurement of liabilities: Operating cash flows from leases $ 5,045 $ 8 $ 5,053 Financing cash flows from leases — 201 201 Right-of-use assets obtained in exchange for new lease liabilities $ 3,632 $ 194 $ 3,826 Operating Leases Finance leases Weighted-average remaining lease term (in years) 7.05 1.31 Weighted-average discount rate 9.63 % 6.51 % Maturities of Lease Liabilities —As of March 31, 2021, remaining maturities of lease liabilities for each of the next five fiscal years and thereafter are as follows: (in thousands) Operating leases Finance leases Total Remainder of 2021 $ 2,145 $ 65 $ 2,210 2022 8,946 196 9,142 2023 8,478 27 8,505 2024 8,857 — 8,857 2025 8,870 — 8,870 2026 6,591 — 6,591 Thereafter 15,115 — 15,115 Total undiscounted lease payments 59,002 288 59,290 Less: interest 16,156 11 16,167 Present value of lease liabilities $ 42,846 $ 277 $ 43,123 The following table summarizes the future annual minimum lease obligations under non-cancelable operating leases at June 30, 2020, under the previous lease accounting standard ASC 840, Leases (in thousands): 2021 $ 8,781 2022 8,497 2023 7,991 2024 8,353 2025 8,306 Thereafter 21,262 Total minimum lease payments $ 63,190 |
Debt
Debt | 9 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Senior Secured Credit Facility — Debt consisted of the following: (in thousands) March 31, 2021 June 30, 2020 Term Loans $ 471,912 $ 325,000 Unamortized debt issuance costs on Term Loans (4,387) (5,819) Unamortized debt discount on Term Loans (6,910) (7,367) Total debt $ 460,615 $ 311,814 On November 5, 2019, the Company entered into a credit agreement with UMB Bank N.A. (“UMB”) as a lender and revolving agent and Morgan Stanley Capital Administrators, Inc. (“Morgan Stanley”) as a lender and the administrative agent for a syndicate of lenders party to the agreement (the “Senior Secured Credit Facility”). The Senior Secured Credit Facility provides for (1) a secured revolving loan facility with UMB in an aggregate principal amount of up to $75.0 million (the “Revolving Credit Facility”) and (2) a senior secured term loan facility in an aggregate principal amount of $425.0 million (the "2019 Term Loan"). The proceeds of the 2019 Term Loan were used (i) to finance a distribution in November 2019 to all holders of the Company’s common and preferred stock as well as holders of stock options in an aggregate amount of $275.0 million (the “Distribution”), (ii) to fund cash to the balance sheet in an aggregate amount of $68.0 million, equal to the first two years of interest-only payments due in respect of the 2019 Term Loan, (iii) to pay the debt issuance costs incurred for the Senior Secured Credit Facility, and (iv) for general corporate purposes. Upon the completion of the Company's initial public offering on May 26, 2020 (the "IPO"), the Company paid down $100.0 million of the 2019 Term Loan. On February 24, 2021, the Company entered into the First Amendment to the Senior Secured Credit Facility (the “First Amendment”) with certain of its existing lenders (excluding "non-consenting lenders" that decided not to participate in the First Amendment) and Morgan Stanley as administrative agent. The First Amendment amends the existing Senior Secured Credit Facility to, among other things, (i) provide for (x) an additional $231.0 million senior secured term loan (the "2021 Term Loan", together with the 2019 Term Loan, the "Term Loans") and (y) a $145.0 million senior secured delayed draw term loan facility (the “DDTL Facility”), which may be drawn from time to time, subject to certain conditions, during the first twelve months following the date of the First Amendment, (ii) reduce the Company’s interest rate on the Term Loans, (iii) make certain changes to the covenants in the Senior Secured Credit Facility governing the Company’s operating flexibility and (iv) to eliminate the restricted cash balance reserved for interest noted above. The proceeds of the 2021 Term Loan were used (i) to pay back $84.1 million of the 2019 Term Loan to the non-consenting lenders, (ii) to finance permitted acquisitions and investments, (iii) to pay the debt issuance costs incurred for the First Amendment, and (iv) for general corporate purposes. As of March 31, 2021, after giving effect to the First Amendment, the aggregate principal amount of Term Loans outstanding was $471.9 million, the borrowing capacity under the DDTL Facility was $145.0 million, and the borrowing capacity under the Revolving Credit Facility was $75.0 million. The Revolving Credit Facility accrues interest on amounts drawn at a rate per annum equal to either (a) LIBOR plus 4.0% or (b) a base rate plus 3.0%, at the Company’s option. The Term Loans and any loans under the DDTL Facility bear interest on the outstanding principal amount thereof at a rate per annum equal to either (a) LIBOR (subject to a floor of 0.75%) plus 5.00% or (b) a base rate plus 4.00%, at the Company’s option. The Company’s risk management strategy includes entering into interest rate swap agreements from time to time to protect against unfavorable interest rate changes relating to forecasted debt transactions. Refer to Note 6 to the condensed consolidated financial statements for further details. The Term Loans are repayable beginning from March 31, 2022, in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Term Loans, with the balance payable on the maturity date of November 5, 2024. The Revolving Credit Facility and the DDTL Facility also have a maturity date of November 5, 2024. The First Amendment contains customary affirmative and negative covenants and events of default. In addition, the First Amendment contains a financial covenant, requiring the Company and certain of its subsidiaries to maintain a minimum asset coverage ratio. As of March 31, 2021, the Company was in compliance with all of the required covenants. The obligations of the Company under the First Amendment are guaranteed by certain of the Company’s subsidiaries, and secured by a security interest in all assets of the Company, subject to certain exceptions detailed in the First Amendment and related ancillary documentation. The Company had incurred $8.0 million in debt issuance costs related to the Senior Secured Credit Facility of which $1.2 million was allocated to the Revolving Credit Facility and was recorded in other assets in the condensed consolidated balance sheet, and $6.8 million was allocated to the 2019 Term Loan and was recorded as a reduction to the carrying amount of the 2019 Term Loan in debt in the condensed consolidated balance sheet. Additionally, the Company paid $8.5 million to the lenders of the 2019 Term Loan as an original issue discount (“OID”), which also was recorded as a reduction to the carrying amount of the 2019 Term Loan in debt in the condensed consolidated balance sheets. The debt issuance costs and OID incurred were being amortized through interest expense on a straight-line basis over the five-year life of the Senior Secured Credit Facility. To consummate the transaction, the Company incurred $0.7 million in debt issuance costs related to the First Amendment and paid $2.3 million to the remaining lenders of the 2021 Term Loan as an OID, both of which were recorded as a reduction to the carrying amount of the Term Loans. In accordance with ASC 470-50-40 " Debt Modification and Extinguishments, " the First Amendment was accounted for as a modification of debt for the lenders that remained in the syndicate, while the non-consenting lenders were accounted for as an extinguishment of debt. Therefore, the new debt issuance costs were allocated on a pro-rata basis and treated as follows: • Revolving Credit Facility —The remaining unamortized balance of debt issuance costs of $0.9 million and the new debt issuance costs incurred related to the First Amendment of $0.2 million will be deferred and amortized through interest expense on a straight-line basis over the remaining term of the agreement. The Company is required to pay UMB an unused commitment fee of 0.15%, in respect of the unutilized commitments under the Revolving Credit Facility. • DDTL Facility —As there were no upfront commitment fees for the DDTL Facility, the Company did not allocate any debt issuance costs to the DDTL Facility. The Company is required to pay a ticking fee on the DDTL Facility commitments based on the average daily balance of the unused amount of the aggregate DDTL Facility commitments during the preceding fiscal quarter, multiplied by 1% per annum. • Term Loans —For the extinguished debt related to the non-consenting lenders, the Company recognized a $3.3 million loss on debt extinguishment in the condensed consolidated statements of comprehensive income for the three and nine months ended March 31, 2021, consisting of unamortized debt issuance costs of $1.1 million and unamortized OID of $1.4 million and a 1% breakage fee associated with the payoff of the non-consenting lenders of $0.8 million. The remaining unamortized balance of debt issuance costs and OID related to the 2019 Term Loan of $3.8 million and $4.8 million, respectively, and the new debt issuance costs incurred and the OID related to the First Amendment of $0.7 million and $2.3 million, respectively, will be deferred and amortized through interest expense on a straight-line basis over the remaining term of the agreement. Total amortization of debt issuance costs was $0.8 million during both the three months ended March 31, 2021 and 2020, and $2.5 million and $1.4 million during the nine months ended March 31, 2021 and 2020, |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Lease Obligations —Refer to Note 7 to the condensed consolidated financial statements for commitments related to our operating leases. Legal Contingencies and Obligations —From time to time, the Company is subject to legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | SHAREHOLDERS' EQUITY Common Stock —As of March 31, 2021, the Company has reserved the following authorized, but unissued, shares of common stock: Employee Stock Purchase Plan ("ESPP") 1,343,560 Stock awards outstanding under 2020 Plan 1,925,729 Stock awards available for grant under 2020 Plan 7,674,271 Options outstanding under 2003 Plan 2,102,305 Options available for grant under 2003 Plan — Total 13,045,865 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 cash awards ("PSU's"), and other forms of equity compensation (collectively, “stock awards”). All awards may be granted to employees, non-employee directors, and consultants of the Company and its subsidiaries and affiliates except for ISO's, which can only be granted to current employees of the Company. The Company accounts for its share-based compensation awards in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”) which requires all share-based compensation to be recognized in the income statement based on fair value and applies to all awards granted, modified, canceled, or repurchased after the effective date. Total share-based compensation for stock awards included in general and administrative expense in our condensed consolidated statements of comprehensive income was as follows for the periods presented: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2021 2020 2021 2020 Share-based compensation related to: Equity classified stock options $ 451 $ 19 $ 1,269 $ 9,283 Equity classified RSU's 648 — 1,608 — Equity classified PSU's 190 — 512 — Total $ 1,289 $ 19 $ 3,389 $ 9,283 Stock Options — The fair value of each option (for purposes of calculation of share-based compensation expense) is estimated using the Black-Scholes-Merton option pricing model that uses assumptions determined as of the date of the grant. Use of this option pricing model requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them ("expected term"), the estimated volatility of the Company's common stock price over the expected term ("volatility"), the number of options that will ultimately not complete their vesting requirements ("assumed forfeitures"), the risk-free interest rate that reflects the interest rate at grant date on zero-coupon United States governmental bonds that have a remaining life similar to the expected term ("risk-free interest rate"), and the dividend yield assumption which is based on the Company's dividend payment history and management's expectations of future dividend payments ("dividend yield"). Changes in the subjective assumptions can materially affect the estimate of the fair value of share-based compensation and, consequently, the related amount recognized in the condensed consolidated statements of comprehensive income. The Company used the following weighted-average assumptions for the stock options granted during the nine months ended March 31, 2021. There were no stock options granted during the nine months ended March 31, 2020. 2021 Volatility 25.0% Risk-free interest rate 0.4% Dividend yield —% Assumed forfeitures —% Expected term (in years) 6.24 Weighted-average fair value (per share) $4.89 The following table summarizes stock option activity under the Stock Plans for the nine months ended March 31, 2021: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Outstanding—June 30, 2020 4,067,417 $ 2.69 Options granted 1,035,181 19.25 Options exercised (1,598,824) 0.90 Options forfeited/expired/cancelled (12,932) 11.14 Outstanding—March 31, 2021 3,490,842 $ 8.38 6.36 $ 73,752 Vested and exercisable—March 31, 2021 1,947,241 $ 0.98 4.16 $ 55,560 As of March 31, 2021, there was $5.5 million in unrecognized compensation cost related to unvested stock options granted, which is expected to be recognized over a weighted-average period of 3.10 years. The Company received cash of $1.8 million and $5.4 million in connection with stock options exercised, net of cashless exercises, during the nine months ended March 31, 2021 and 2020, respectively. Restricted Stock — The following table summarizes restricted stock unit activity under the 2020 Stock Plan for the nine months ended March 31, 2021. There were no RSU's granted during the nine months ended March 31, 2020. Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2020 150,000 $ 20.00 Granted 258,697 18.67 Vested — — Cancelled (3,879) 17.89 Unvested as of March 31, 2021 404,818 $ 19.17 As of March 31, 2021, there was $6.0 million of unrecognized compensation cost related to unvested restricted stock units granted, which is expected to be recognized over a weighted-average period of 2.73 years. Performance Stock — The following table summarizes performance stock unit activity under the 2020 Stock Plan for the nine months ended March 31, 2021. There were no PSU's granted during the nine months ended March 31, 2020. Number of Performance Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2020 — $ — Granted 132,374 17.92 Vested — — Cancelled — — Unvested as of March 31, 2021 132,374 $ 17.92 As of March 31, 2021, there was $1.9 million of unrecognized compensation cost related to unvested performance stock units granted, which is expected to be recognized over a weighted-average period of 2.41 years. ESPP — The purpose of the ESPP is to provide the Company's eligible employees with an opportunity to purchase shares of its common stock through accumulated payroll deductions at 95% of the fair market value on the exercise date, but no less than the lesser of 85% of the fair market value of a share of common stock on the date the offering period commences or 85% of the fair market value of the common stock on the exercise date. At the conclusion of the six-month offering period on March 31, 2021, the Company issued 56,440 shares to its employees and recorded share-based compensation expense of $0.1 million and $0.3 million for the three and nine months ended March 31, 2021, respectively. Secondary Offering —On March 8, 2021, the Company completed a secondary public offering ("Secondary Offering") of 10,600,000 shares of the Company’s common stock, par value $0.01 per share, by certain shareholders of the Company. The Company did not sell any shares of common stock and did not receive any |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 9 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues from Contracts with Customers | REVENUES FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue from Contracts with Customers —The disaggregation of revenue by segment and product is depicted for the periods presented below, and is consistent with how the Company evaluates its financial performance: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2021 2020 2021 2020 Senior: Commission revenue: Medicare advantage $ 181,040 $ 86,396 $ 493,745 $ 220,536 Medicare supplement 2,981 13,831 23,716 27,284 Prescription drug plan 449 355 2,166 2,391 Dental, vision, and health 4,671 2,450 13,041 5,674 Other commission revenue 619 221 1,822 380 Total commission revenue 189,760 103,253 534,490 256,265 Production bonus and other revenue 25,840 4,098 69,819 17,543 Total Senior revenue 215,600 107,351 604,309 273,808 Life: Commission revenue: Core 19,604 18,042 58,771 55,745 Final expense 20,625 6,596 48,641 13,480 Ancillary 1,213 604 2,180 1,859 Total commission revenue 41,442 25,242 109,592 71,084 Production bonus and other revenue 4,958 5,714 16,006 16,459 Total Life revenue 46,400 30,956 125,598 87,543 Auto & Home: Total commission revenue 5,910 9,105 21,014 26,921 Production bonus and other revenue 1,063 1,337 2,738 2,140 Total Auto & Home revenue 6,973 10,442 23,752 29,061 Eliminations: Total commission revenue (319) (145) (784) (344) Production bonus and other revenue (1,731) — (3,509) — Total Elimination revenue (2,050) (145) (4,293) (344) Total commission revenue 236,793 137,455 664,312 353,926 Total production bonus and other revenue 30,130 11,149 85,054 36,142 Total revenue $ 266,923 $ 148,604 $ 749,366 $ 390,068 Contract Balances —After a policy is sold, the Company has no material additional or recurring obligations to the policyholder or the insurance carrier. As such, there are no contract liabilities recorded in the condensed consolidated balance sheets. As there is no activity in the contract asset balances other than the movement over time between long-term and short-term commissions receivable and accounts receivable as the policy is renewed, a separate roll forward other than what is shown on the condensed consolidated balance sheets is not relevant. Cumulative revenue catch-up adjustments related to changes in the estimates of transaction prices were not material for the three and nine months ended March 31, 2021 and 2020. Production Bonuses and Other —During the nine months ended March 31, 2021, the Company received advance payments of fiscal year 2021 marketing development funds, which will be amortized over the course of the year based on policies sold. As of March 31, 2021, there was an unamortized balance remaining of $7.8 million recorded in other current liabilities in the condensed consolidated balance sheet. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES For the three months ended March 31, 2021 and 2020, the Company recognized income tax expense of $7.2 million and $7.4 million, respectively, representing an effective tax rate of 16.5% and 23.7%, respectively. The differences from the Company’s federal statutory tax rate to the effective tax rate for the three months ended March 31, 2021, were related to state income taxes, partially offset by state tax credits such as the Kansas High Performance Incentive Program (“HPIP”) and discrete items for the period, primarily from the exercise of non-qualified stock options. The differences from the Company’s federal statutory tax rate to the effective tax rate for the three months ended March 31, 2020, were primarily related to state income taxes, partially offset by state tax credits such as HPIP. For the nine months ended March 31, 2021 and 2020, the Company recognized income tax expense of $32.6 million and $19.1 million, respectively, representing an effective tax rate of 20.3% and 23.8%, respectively. The differences from the Company’s federal statutory tax rate to the effective tax rate for the nine months ended March 31, 2021, were related to state income taxes, partially offset by state tax credits such as HPIP and discrete items for the period, primarily from the exercise of non-qualified stock options. The differences from the Company’s federal statutory tax rate to the effective tax rate for the nine months ended March 31, 2020, were primarily related to state income taxes and non-deductible meals and entertainment expenses, partially offset by state tax credits such as HPIP. Assessing the realizability of the Company’s deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. The Company forecasts taxable income by considering all available positive and negative evidence, including historical data and future plans and estimates. These assumptions require significant judgment about future taxable income. As a result, the amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change. The Company continues to recognize its deferred tax assets as of March 31, 2021, as it believes it is more likely than not that the net deferred tax assets will be realized. The Company recognizes a significant deferred tax liability due to the timing of recognizing revenue when a policy is sold, while revenue recognition for tax purposes is not recognized until future renewal commission payments are received. This deferred tax liability is a source of income that can be used to support the realizability of the Company’s deferred tax assets. As such, the Company does not believe a valuation allowance is necessary as of March 31, 2021, and will continue to evaluate in the future as circumstances may change. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NET INCOME (LOSS) PER SHARE The Company calculates net income per share as defined by ASC Topic 260, “ Earnings per Share ”. Basic net income per share (“Basic EPS”) is computed by dividing net income attributable to common shareholders by the weighted-average common stock outstanding during the respective period. Net income attributable to common shareholders is computed by deducting both the dividends declared in the period on preferred stock and the dividends accumulated for the period on cumulative preferred stock from net income. Diluted net income per share (“Diluted EPS”) is computed by dividing net income attributable to common and common equivalent shareholders by the total of the weighted-average common stock outstanding and common equivalent shares outstanding during the respective period. For the purpose of calculating the Company’s Diluted EPS, common equivalent shares outstanding include the conversion of the preferred stock on an 8:1 ratio, as the rights and privileges dictate as such, common shares issuable upon the exercise of outstanding employee stock options, and common shares issuable upon the conclusion of each ESPP offering period. The number of common equivalent shares outstanding has been determined in accordance with the if-converted method for the preferred stock and the treasury stock method for employee stock options and common stock issuable pursuant to the ESPP to the extent they are dilutive. Under the treasury stock method, the exercise price paid by the option holder and future share-based compensation expense that the Company has not yet recognized are assumed to be used to repurchase shares. The following table sets forth the computation of net income (loss) per share for the periods presented: Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2021 2020 2021 2020 Basic: Numerator: Net income $ 36,481 $ 23,716 $ 127,734 $ 61,098 Less: dividends declared on Series A, B, C & D preferred stock — — — (86,302) Less: cumulative dividends on Series D preferred stock — (2,992) — (9,041) Net income (loss) attributable to common shareholders 36,481 20,724 127,734 (34,245) Denominator: Weighted-average common stock outstanding 163,023 92,077 162,705 89,989 Net income (loss) per share—basic: $ 0.22 $ 0.23 $ 0.79 $ (0.38) Diluted: Numerator: Net income (loss) attributable to common shareholders $ 36,481 $ 20,724 $ 127,734 $ (34,245) Add: dividends declared on Series A, B & C preferred stock (1) — — — — Add: dividends declared on Series D preferred stock (1) — — — — Add: cumulative dividends on Series D preferred stock (1) — 2,992 — — Net income (loss) attributable to common and common equivalent shareholders 36,481 23,716 127,734 (34,245) Denominator: Weighted-average common stock outstanding 163,023 92,077 162,705 89,989 Series A, B & C preferred stock outstanding (1) — 12,071 — — Series D preferred stock outstanding (1) — 32,000 — — Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP (1) 2,708 2,606 2,790 — Total common and common equivalent shares outstanding 165,731 138,754 165,495 89,989 Net income (loss) per share—diluted: $ 0.22 $ 0.17 $ 0.77 $ (0.38) (1) Excluded from the computation of net loss per share-diluted for the nine months ended March 31, 2020, because the effect would have been anti-dilutive. The weighted average potential shares of common stock that were excluded from the calculation of net income (loss) per share-diluted for the periods presented because including them would have been anti-dilutive are as follows for the periods presented: Three Months Ended Nine Months Ended (in thousands) 2021 2020 2021 2020 Series A, B & C preferred stock outstanding — — — 12,071 Series D preferred stock outstanding — — — 32,000 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP 322 — 918 4,146 Shares subject to outstanding PSU's (1) 132 — 117 — Total 454 — 1,035 48,217 (1) The weighted-average number of shares excluded from the computation of net income (loss) per share-diluted because the performance conditions associated with these awards were not met. |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company’s reportable segments have been determined in accordance with ASC 280, Segment Reporting (“ASC 280”). The Company currently has three reportable segments: i) Senior, ii) Life, and iii) Auto & Home, which represent the three main types of insurance products sold by the Company. The Senior segment primarily sells senior Medicare-related health insurance, and includes the lead generation business of InsideResponse, of which the revenue is included in production bonus and other revenue in the condensed consolidated statements of comprehensive income. The Life segment primarily sells term life insurance and final expense policies, and the Auto & Home segment primarily sells individual automobile and homeowners’ insurance. In addition, the Company accounts for non-operating activity, share-based compensation expense, certain intersegment eliminations, and the costs of providing corporate and other administrative services in its administrative division, Corporate & Eliminations. These services are not directly identifiable with the Company’s reportable segments and are shown in the tables below to reconcile the reportable segments to the condensed consolidated financial statements. The Company has not aggregated any operating segments together to represent a reportable segment. The Company reports segment information based on how its chief operating decision maker (“CODM”) regularly reviews its operating results, allocates resources, and makes decisions regarding business operations. The performance measures of the segments include total revenue and Adjusted EBITDA because management believes that such information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries. Costs of revenue, marketing and advertising, and technical development operating expenses that are directly attributable to a segment are reported within the applicable segment. Indirect costs of revenue, marketing and advertising, and technical development operating expenses are allocated to each segment based on varying metrics such as headcount. Adjusted EBITDA is calculated as total revenue for the applicable segment less direct and allocated costs of revenue, marketing and advertising, technical development, and general and administrative operating costs and expenses, excluding depreciation and amortization expense; gain or loss on disposal of property, equipment, and software; share-based compensation expense; restructuring expenses; and non-recurring expenses such as severance payments and transaction costs. Our CODM does not separately evaluate assets by segment; therefore, assets by segment are not presented. The following table presents information about the reportable segments for the three months ended March 31, 2021: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 215,600 $ 46,400 $ 6,973 $ (2,050) $ 266,923 Operating expenses (140,111) (43,225) (5,877) (12,507) (1) (201,720) Other expenses, net — — — (15) (15) Adjusted EBITDA $ 75,489 $ 3,175 $ 1,096 $ (14,572) 65,188 Share-based compensation expense (1,429) Non-recurring expenses (2) (4,667) Fair value adjustments to contingent earnout obligations (334) Depreciation and amortization (4,323) Loss on disposal of property, equipment, and software (101) Interest expense, net (7,355) Loss on extinguishment of debt (3,315) Income tax expense (7,183) Net income $ 36,481 (1) Operating expenses in the Corp & Elims division primarily include $9.8 million in salaries and benefits for certain general, administrative, and IT related departments and $3.2 million in professional services fees. (2) These expenses primarily consist of costs incurred for the First Amendment, the recent acquisition of a lead distribution company, re-designation of the hedge, and the Secondary Offering. The following table presents information about the reportable segments for the three months ended March 31, 2020: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 107,351 $ 30,956 $ 10,442 $ (145) $ 148,604 Operating expenses (61,169) (27,462) (8,856) (7,059) (1) (104,546) Other expenses, net — — — (4) (4) Adjusted EBITDA $ 46,182 $ 3,494 $ 1,586 $ (7,208) 44,054 Share-based compensation expense (19) Non-recurring expenses (2) (1,256) Depreciation and amortization (2,105) Loss on disposal of property, equipment, and software (236) Interest expense, net (9,356) Income tax expense (7,366) Net income $ 23,716 (1) Operating expenses in the Corp & Elims division primarily include $4.3 million in salaries and benefits for certain general, administrative, and IT related departments and $2.0 million in professional services fees. (2) These expenses primarily consist of non-recurring compensation to certain board members, non-restructuring severance expenses, costs incurred with respect to the acquisition of InsideResponse, and expenses related to business continuity in response to the COVID-19 pandemic. The following table presents information about the reportable segments for the nine months ended March 31, 2021: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 604,309 $ 125,598 $ 23,752 $ (4,293) $ 749,366 Operating expenses (385,363) (105,532) (16,889) (34,771) (1) (542,555) Other expenses, net — — — (58) (58) Adjusted EBITDA $ 218,946 $ 20,066 $ 6,863 $ (39,122) 206,753 Share-based compensation expense (3,689) Non-recurring expenses (2) (5,490) Fair value adjustments to contingent earnout obligations (1,487) Depreciation and amortization (11,260) Loss on disposal of property, equipment, and software (261) Interest expense, net (20,898) Loss on extinguishment of debt (3,315) Income tax expense (32,619) Net income $ 127,734 (1) Operating expenses in the Corp & Elims division primarily include $24.8 million in salaries and benefits for certain general, administrative, and IT related departments and $9.5 million in professional services fees. (2) These expenses primarily consist of costs incurred for the First Amendment, the recent acquisition of a lead distribution company, re-designation of the hedge, and the Secondary Offering as well as non-recurring compensation to a former executive, non-restructuring severance expenses, and expenses related to business continuity in response to the COVID-19 pandemic. The following table presents information about the reportable segments for the nine months ended March 31, 2020: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 273,808 $ 87,543 $ 29,061 $ (344) $ 390,068 Operating expenses (161,456) (71,991) (23,467) (19,248) (1) (276,162) Other expenses, net — — — (20) (20) Adjusted EBITDA $ 112,352 $ 15,552 $ 5,594 $ (19,612) 113,886 Share-based compensation expense (9,283) Non-recurring expenses (2) (2,648) Depreciation and amortization (5,273) Loss on disposal of property, equipment, and software (235) Interest expense, net (16,239) Income tax expense (19,110) Net income $ 61,098 (1) Operating expenses in the Corp & Elims division primarily include $10.7 million in salaries and benefits for certain general, administrative, and IT related departments and $6.3 million in professional services fees. (2) These expenses consist primarily of one-time consulting expenses associated with adopting ASC 606, non-recurring compensation to certain board members, non-restructuring severance expenses, payroll costs related to the Distribution, costs incurred with respect to the acquisition of InsideResponse, and expenses related to business continuity in response to the COVID-19 pandemic. Revenues from each of the reportable segments are earned from transactions in the United States and follow the same accounting policies used for the Company’s condensed consolidated financial statements. All of the Company’s long-lived assets are located in the United States. For the three months ended March 31, 2021, three insurance carrier customers from Senior accounted for 25%, 20%, and 15% of total revenue. For the three months ended March 31, 2020, three insurance carrier customers from Senior accounted for 24%, 17%, and 15% of total revenue. For the nine months ended March 31, 2021, three insurance carrier customers from Senior accounted for 26%, 20%, and 15% of total revenue. For the nine months ended March 31, 2020, three insurance carrier customers from Senior accounted for 27%, 19%, and 13% of total revenue. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | RELATED-PARTY TRANSACTIONS The Company purchases leads from InsideResponse, which was previously owned in part by individuals who are related to one of the Company’s shareholders or are members of the Company's management. On May 1, 2020, the Company acquired 100% of the outstanding membership units of InsideResponse for an aggregate purchase price of up to $65.0 million (subject to customary adjustments) as set forth in the Merger Agreement. Refer to Note 2 to the condensed consolidated financial statements for further details. Prior to the acquisition, the Company incurred $5.6 million and $13.6 million in lead costs with InsideResponse for the three and nine months ended March 31, 2020, respectively, which were recorded in marketing and advertising expense in the condensed consolidated statements of comprehensive income. InsideResponse sells leads to a senior healthcare distribution platform that is owned in part by individuals related to one of the Company’s shareholders or who are members of the Company’s management. The Company earned $0.5 million and $1.7 million in lead sales revenue, which is recorded in production bonus and other in the condensed consolidated statements of comprehensive income, as a result of this relationship for the three and nine months ended March 31, 2021, respectively, and had $0.3 million and an immaterial amount of outstanding accounts receivable and accounts payable, respectively, as of March 31, 2021. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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, and InsideResponse, LLC ("InsideResponse"). The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2020, and include all adjustments necessary for the fair presentation of our financial position for the periods presented, the results of which are not necessarily indicative of the results to be expected for any subsequent period, including for the year ending June 30, 2021, 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, 2020. Results of operations were not materially impacted by the COVID-19 pandemic, but the Company is continuously assessing the evolving situation related to the pandemic. |
Use of Estimates | Use of Estimates —The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities. The Company regularly assesses these estimates; however, actual amounts could differ from those estimates. The most significant items involving management’s estimates include estimates of revenue recognition, commissions receivable, valuation of intangible assets and goodwill, share-based compensation expense, and the provision for income taxes. The impact of changes in estimates is recorded in the period in which they become known. |
Adoption of New Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Adoption of New Accounting Pronouncements —In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) , which has been clarified and amended by various subsequent updates. The core principle of this standard is that a lessee should recognize the assets and liabilities that arise from leases, by recognizing in the condensed consolidated balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. In accordance with the guidance of Topic 842, leases are classified as finance or operating leases, and both types of leases are recognized on the condensed consolidated balance sheet. The accounting applied by a lessor is largely unchanged from that applied under previous guidance. The new guidance requires certain expanded qualitative disclosures and specific quantitative disclosures in order to provide users of financial statements enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. Although the effective date of this ASU has been deferred for emerging growth companies until annual periods beginning after December 15, 2021, the Company has early adopted the new guidance and related amendments on July 1, 2020, and has elected the transition package of practical expedients permitted under the transition guidance, which allowed the carry forward of historical assessments of whether a contract contains a lease, lease classification and initial direct costs. The new guidance and related amendments have been applied on a modified retrospective basis using the optional transition method with an application date of July 1, 2020. As a result of adopting this standard, on July 1, 2020, the Company recorded lease liabilities of $41.3 million and right-of-use assets of $29.7 million, which includes reclassifications of existing assets and liabilities primarily related to deferred rent. The adoption of this new standard did not have a material impact on the Company’s condensed consolidated statements of comprehensive income or the condensed consolidated statements of cash flows. The Company has included expanded disclosures on the condensed consolidated balance sheets and in Note 7 to the condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This ASU amends the subsequent measurement of goodwill whereby Step 2 from the goodwill impairment test is eliminated. As a result, an entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The standard was adopted and applied prospectively by the Company as of July 1, 2020, but it did not have an impact on the Company's condensed consolidated financial statements and disclosures. Recent Accounting Pronouncements Not Yet Adopted —In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326), which amends the guidance for accounting for assets that are potentially subject to credit risk. The amendment affects contract assets, loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. As an emerging growth company, the standard is effective for the Company beginning in fiscal years starting after December 15, 2022, and interim periods within those fiscal years; however, early adoption is permitted. The Company is currently evaluating the impact to its condensed consolidated financial statements and related disclosures but does not expect this ASU to have a material impact. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies and changes the accounting for certain income tax transactions, among other minor improvements. This standard becomes effective for the Company on July 1, 2022, and for interim periods beginning July 1, 2023, with early adoption permitted. The Company is currently evaluating the |
Revenue from Contract with Customer | Contract Balances —After a policy is sold, the Company has no material additional or recurring obligations to the policyholder or the insurance carrier. As such, there are no contract liabilities recorded in the condensed consolidated balance sheets. As there is no activity in the contract asset balances other than the movement over time between long-term and short-term commissions receivable and accounts receivable as the policy is renewed, a separate roll forward other than what is shown on the condensed consolidated balance sheets is not relevant. |
Net Income (Loss) Per Share | The Company calculates net income per share as defined by ASC Topic 260, “ Earnings per Share ”. Basic net income per share (“Basic EPS”) is computed by dividing net income attributable to common shareholders by the weighted-average common stock outstanding during the respective period. Net income attributable to common shareholders is computed by deducting both the dividends declared in the period on preferred stock and the dividends accumulated for the period on cumulative preferred stock from net income. Diluted net income per share |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Fair Value Hierarchy | Based on the valuation inputs, the Company has recorded assets acquired and liabilities assumed according to the following fair value hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability |
Summary of Total Consideration of the Acquisition | Under the terms of the Merger Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 32,700 Fair value of earnout 30,437 Net working capital true-up (1) 3,527 Closing cash 904 Closing indebtedness (476) Total purchase consideration $ 67,092 (1) The Company recorded a $0.1 million measurement period adjustment to the carrying amount of goodwill related to the net working capital true-up for the nine months ended March 31, 2021. Under the terms of the Asset Purchase Agreement, the total consideration for the acquisition consisted of the following as of the acquisition date (in thousands): Base purchase price $ 30,000 Net working capital true-up (499) Total Purchase Consideration $ 29,501 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Description Estimated Life Amount Cash and cash equivalents $ 955 Accounts receivable 8,220 Other current assets 459 Property and equipment, net 51 Accounts payable (2,922) Accrued expenses (737) Other current liabilities (8) Other liabilities (1) Net tangible assets acquired 6,017 Trade Name 5 years 2,680 Proprietary Software 2-5 years 1,042 Non-compete agreements 3 years 192 Customer relationships 7 years 16,069 Goodwill Indefinite 41,092 Total intangible assets acquired 61,075 Net assets acquired $ 67,092 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Description Estimated Life Amount Accounts receivable $ 1,301 Total tangible assets acquired 1,301 Non-compete agreements 5 years 1,000 Vendor relationships 9 years 23,700 Goodwill Indefinite 3,500 Total intangible assets acquired 28,200 Net Assets Acquired $ 29,501 |
Property And Equipment_Net (Tab
Property And Equipment—Net (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment—net consisted of the following: (in thousands) March 31, 2021 June 30, 2020 Computer hardware $ 14,448 $ 9,829 Equipment (1) 2,429 2,443 Leasehold improvements 18,526 17,692 Furniture and fixtures 5,012 5,259 Work in progress 67 1,267 Total 40,482 36,490 Less accumulated depreciation (17,171) (14,340) Property and equipment—net $ 23,311 $ 22,150 (1) Includes financing lease right-of-use assets. |
Software_Net (Tables)
Software—Net (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Capitalized Software | Software—net consisted of the following: (in thousands) March 31, 2021 June 30, 2020 Software $ 14,197 $ 10,999 Work in progress 3,880 1,922 Total 18,077 12,921 Less accumulated amortization (6,564) (4,522) Software—net $ 11,513 $ 8,399 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The carrying amounts, accumulated amortization, net carrying value, and weighted average remaining life of our definite-lived amortizable intangible assets as well as our goodwill are presented in the tables below (dollars in thousands, useful life in years): March 31, 2021 June 30, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Total intangible assets subject to amortization Customer relationships $ 16,922 $ (2,812) $ 14,110 $ 16,922 $ (1,011) $ 15,911 Trade Name 2,680 (491) 2,189 2,680 (88) 2,592 Proprietary Software-5 year 780 (143) 637 780 (26) 754 Proprietary Software-2 year 262 (120) 142 262 (22) 240 Non-compete agreements 1,192 (92) 1,100 192 (16) 176 Vendor Relationships 23,700 (440) 23,260 — — — Total intangible assets $ 45,536 $ (4,098) $ 41,438 7.4 $ 20,836 $ (1,163) $ 19,673 6.4 Total indefinite-lived assets Goodwill-Auto & Home $ 5,364 $ 5,364 $ 5,364 $ 5,364 Goodwill-Senior 44,591 44,591 41,213 41,213 Total goodwill $ 49,955 $ 49,955 $ 46,577 $ 46,577 Balance, June 30, 2020 $ 46,577 Measurement period adjustments (1) (122) Goodwill from the acquisition of a lead distribution company $ 3,500 Balance, March 31, 2021 $ 49,955 (1) Represents measurement period adjustments related to the InsideResponse acquisition (refer to Note 2 to the condensed consolidated financial statements for further details). |
Schedule of Future Amortization Expense | As of March 31, 2021, expected amortization expense in future periods were as follows (in thousands): Trade Name Proprietary Software Non-compete agreements Vendor Relationships Customer relationships Total Remainder fiscal 2021 $ 134 $ 72 $ 66 $ 658 $ 584 $ 1,514 2022 536 265 264 2,633 2,328 6,026 2023 536 156 253 2,633 2,324 5,902 2024 536 156 200 2,633 2,319 5,844 2025 447 130 200 2,633 2,316 5,726 Thereafter — — 117 12,070 4,239 16,426 Total $ 2,189 $ 779 $ 1,100 $ 23,260 $ 14,110 $ 41,438 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table presents the fair value of the Company’s derivative financial instrument on a gross basis, as well as its classification on the Company’s condensed consolidated balance sheets for the periods presented: (in thousands) March 31, 2021 June 30, 2020 Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash flow hedge Other Assets $ 12 Other current liabilities $ (1,669) |
Schedule of Derivative Instrument (Losses) Gains | The following table presents the unrealized gains deferred to accumulated other comprehensive income resulting from the Company’s derivative instruments designated as cash flow hedging instruments for the periods presented: (in thousands) Three Months Ended March 31, 2021 Nine Months Ended March 31, 2021 Unrealized gain, before taxes $ 2,226 $ 1,729 Income tax expense (551) (428) Unrealized gain, net of taxes $ 1,675 $ 1,301 The following table presents information about the reclassification of gains and losses from accumulated other comprehensive loss into earnings resulting from the Company’s derivative instruments designated as cash flow hedging instruments for the periods presented: (in thousands) Three Months Ended March 31, 2021 Nine Months Ended March 31, 2021 Interest expense $ 180 $ 491 Income tax benefit (45) (123) Net reclassification into earnings $ 135 $ 368 Amounts included in accumulated other comprehensive income are recorded net of the related income tax effects. The following table details the changes in accumulated other comprehensive gain: (in thousands) Derivative Instruments Balance at June 30, 2020 $ (1,254) Unrealized gains, net of related tax expense of $0.4 million 1,301 Amount reclassified into earnings, net of related taxes of $0.1 million 368 Balance at March 31, 2021 $ 415 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Right-of-Use Asset and Lease Liability | The right-of-use assets and lease liabilities were as follows as of March 31, 2021: (in thousands) Balance Sheet Classification Amount Assets Operating leases Operating lease right-of-use assets $ 30,381 Finance leases Property and equipment - net 228 Total lease right-of-use assets 30,609 Liabilities Current Operating leases Operating lease liabilities - current 5,130 Finance leases Other current liabilities 202 Non-current Operating leases Operating lease liabilities 37,716 Finance leases Other liabilities 75 Total lease liabilities $ 43,123 |
Schedule of Lease Costs and Supplemental Information | The components of lease costs were as follows for the periods presented: (in thousands) Three Months Ended March 31, 2021 Nine Months Ended March 31, 2021 Finance lease costs (1) $ 69 $ 194 Operating lease costs (2) 1,980 5,859 Short-term lease costs 42 168 Variable lease costs (3) 201 915 Sublease income (403) (638) Total net lease costs $ 1,889 $ 6,498 (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. Supplemental Information —Supplemental information related to leases was as follows as of and for the nine months ended March 31, 2021: (in thousands) Operating Leases Finance leases Total Cash paid for amounts included in measurement of liabilities: Operating cash flows from leases $ 5,045 $ 8 $ 5,053 Financing cash flows from leases — 201 201 Right-of-use assets obtained in exchange for new lease liabilities $ 3,632 $ 194 $ 3,826 Operating Leases Finance leases Weighted-average remaining lease term (in years) 7.05 1.31 Weighted-average discount rate 9.63 % 6.51 % |
Schedule of Maturity of Operating Lease Liabilities | As of March 31, 2021, remaining maturities of lease liabilities for each of the next five fiscal years and thereafter are as follows: (in thousands) Operating leases Finance leases Total Remainder of 2021 $ 2,145 $ 65 $ 2,210 2022 8,946 196 9,142 2023 8,478 27 8,505 2024 8,857 — 8,857 2025 8,870 — 8,870 2026 6,591 — 6,591 Thereafter 15,115 — 15,115 Total undiscounted lease payments 59,002 288 59,290 Less: interest 16,156 11 16,167 Present value of lease liabilities $ 42,846 $ 277 $ 43,123 |
Schedule of Maturity of Finance Lease Liabilities | As of March 31, 2021, remaining maturities of lease liabilities for each of the next five fiscal years and thereafter are as follows: (in thousands) Operating leases Finance leases Total Remainder of 2021 $ 2,145 $ 65 $ 2,210 2022 8,946 196 9,142 2023 8,478 27 8,505 2024 8,857 — 8,857 2025 8,870 — 8,870 2026 6,591 — 6,591 Thereafter 15,115 — 15,115 Total undiscounted lease payments 59,002 288 59,290 Less: interest 16,156 11 16,167 Present value of lease liabilities $ 42,846 $ 277 $ 43,123 |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table summarizes the future annual minimum lease obligations under non-cancelable operating leases at June 30, 2020, under the previous lease accounting standard ASC 840, Leases (in thousands): 2021 $ 8,781 2022 8,497 2023 7,991 2024 8,353 2025 8,306 Thereafter 21,262 Total minimum lease payments $ 63,190 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following: (in thousands) March 31, 2021 June 30, 2020 Term Loans $ 471,912 $ 325,000 Unamortized debt issuance costs on Term Loans (4,387) (5,819) Unamortized debt discount on Term Loans (6,910) (7,367) Total debt $ 460,615 $ 311,814 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock by Class | As of March 31, 2021, the Company has reserved the following authorized, but unissued, shares of common stock: Employee Stock Purchase Plan ("ESPP") 1,343,560 Stock awards outstanding under 2020 Plan 1,925,729 Stock awards available for grant under 2020 Plan 7,674,271 Options outstanding under 2003 Plan 2,102,305 Options available for grant under 2003 Plan — Total 13,045,865 |
Schedule of Share-Based Compensation Activity | Total share-based compensation for stock awards included in general and administrative expense in our condensed consolidated statements of comprehensive income was as follows for the periods presented: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2021 2020 2021 2020 Share-based compensation related to: Equity classified stock options $ 451 $ 19 $ 1,269 $ 9,283 Equity classified RSU's 648 — 1,608 — Equity classified PSU's 190 — 512 — Total $ 1,289 $ 19 $ 3,389 $ 9,283 |
Schedule of Stock Options, Valuation Assumptions | The Company used the following weighted-average assumptions for the stock options granted during the nine months ended March 31, 2021. There were no stock options granted during the nine months ended March 31, 2020. 2021 Volatility 25.0% Risk-free interest rate 0.4% Dividend yield —% Assumed forfeitures —% Expected term (in years) 6.24 Weighted-average fair value (per share) $4.89 |
Schedule of Stock Options Roll Forward | The following table summarizes stock option activity under the Stock Plans for the nine months ended March 31, 2021: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Outstanding—June 30, 2020 4,067,417 $ 2.69 Options granted 1,035,181 19.25 Options exercised (1,598,824) 0.90 Options forfeited/expired/cancelled (12,932) 11.14 Outstanding—March 31, 2021 3,490,842 $ 8.38 6.36 $ 73,752 Vested and exercisable—March 31, 2021 1,947,241 $ 0.98 4.16 $ 55,560 |
Schedule of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity under the 2020 Stock Plan for the nine months ended March 31, 2021. There were no RSU's granted during the nine months ended March 31, 2020. Number of Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2020 150,000 $ 20.00 Granted 258,697 18.67 Vested — — Cancelled (3,879) 17.89 Unvested as of March 31, 2021 404,818 $ 19.17 |
Schedule of Performance Stock Activity | The following table summarizes performance stock unit activity under the 2020 Stock Plan for the nine months ended March 31, 2021. There were no PSU's granted during the nine months ended March 31, 2020. Number of Performance Stock Units Weighted-Average Grant Date Fair Value Unvested as of June 30, 2020 — $ — Granted 132,374 17.92 Vested — — Cancelled — — Unvested as of March 31, 2021 132,374 $ 17.92 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The disaggregation of revenue by segment and product is depicted for the periods presented below, and is consistent with how the Company evaluates its financial performance: Three Months Ended March 31, Nine Months Ended March 31, (in thousands) 2021 2020 2021 2020 Senior: Commission revenue: Medicare advantage $ 181,040 $ 86,396 $ 493,745 $ 220,536 Medicare supplement 2,981 13,831 23,716 27,284 Prescription drug plan 449 355 2,166 2,391 Dental, vision, and health 4,671 2,450 13,041 5,674 Other commission revenue 619 221 1,822 380 Total commission revenue 189,760 103,253 534,490 256,265 Production bonus and other revenue 25,840 4,098 69,819 17,543 Total Senior revenue 215,600 107,351 604,309 273,808 Life: Commission revenue: Core 19,604 18,042 58,771 55,745 Final expense 20,625 6,596 48,641 13,480 Ancillary 1,213 604 2,180 1,859 Total commission revenue 41,442 25,242 109,592 71,084 Production bonus and other revenue 4,958 5,714 16,006 16,459 Total Life revenue 46,400 30,956 125,598 87,543 Auto & Home: Total commission revenue 5,910 9,105 21,014 26,921 Production bonus and other revenue 1,063 1,337 2,738 2,140 Total Auto & Home revenue 6,973 10,442 23,752 29,061 Eliminations: Total commission revenue (319) (145) (784) (344) Production bonus and other revenue (1,731) — (3,509) — Total Elimination revenue (2,050) (145) (4,293) (344) Total commission revenue 236,793 137,455 664,312 353,926 Total production bonus and other revenue 30,130 11,149 85,054 36,142 Total revenue $ 266,923 $ 148,604 $ 749,366 $ 390,068 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of net income (loss) per share for the periods presented: Three Months Ended Nine Months Ended (in thousands, except per share amounts) 2021 2020 2021 2020 Basic: Numerator: Net income $ 36,481 $ 23,716 $ 127,734 $ 61,098 Less: dividends declared on Series A, B, C & D preferred stock — — — (86,302) Less: cumulative dividends on Series D preferred stock — (2,992) — (9,041) Net income (loss) attributable to common shareholders 36,481 20,724 127,734 (34,245) Denominator: Weighted-average common stock outstanding 163,023 92,077 162,705 89,989 Net income (loss) per share—basic: $ 0.22 $ 0.23 $ 0.79 $ (0.38) Diluted: Numerator: Net income (loss) attributable to common shareholders $ 36,481 $ 20,724 $ 127,734 $ (34,245) Add: dividends declared on Series A, B & C preferred stock (1) — — — — Add: dividends declared on Series D preferred stock (1) — — — — Add: cumulative dividends on Series D preferred stock (1) — 2,992 — — Net income (loss) attributable to common and common equivalent shareholders 36,481 23,716 127,734 (34,245) Denominator: Weighted-average common stock outstanding 163,023 92,077 162,705 89,989 Series A, B & C preferred stock outstanding (1) — 12,071 — — Series D preferred stock outstanding (1) — 32,000 — — Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP (1) 2,708 2,606 2,790 — Total common and common equivalent shares outstanding 165,731 138,754 165,495 89,989 Net income (loss) per share—diluted: $ 0.22 $ 0.17 $ 0.77 $ (0.38) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The weighted average potential shares of common stock that were excluded from the calculation of net income (loss) per share-diluted for the periods presented because including them would have been anti-dilutive are as follows for the periods presented: Three Months Ended Nine Months Ended (in thousands) 2021 2020 2021 2020 Series A, B & C preferred stock outstanding — — — 12,071 Series D preferred stock outstanding — — — 32,000 Stock options outstanding to purchase shares of common stock including unvested RSU's and from the ESPP 322 — 918 4,146 Shares subject to outstanding PSU's (1) 132 — 117 — Total 454 — 1,035 48,217 (1) The weighted-average number of shares excluded from the computation of net income (loss) per share-diluted because the performance conditions associated with these awards were not met. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents information about the reportable segments for the three months ended March 31, 2021: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 215,600 $ 46,400 $ 6,973 $ (2,050) $ 266,923 Operating expenses (140,111) (43,225) (5,877) (12,507) (1) (201,720) Other expenses, net — — — (15) (15) Adjusted EBITDA $ 75,489 $ 3,175 $ 1,096 $ (14,572) 65,188 Share-based compensation expense (1,429) Non-recurring expenses (2) (4,667) Fair value adjustments to contingent earnout obligations (334) Depreciation and amortization (4,323) Loss on disposal of property, equipment, and software (101) Interest expense, net (7,355) Loss on extinguishment of debt (3,315) Income tax expense (7,183) Net income $ 36,481 (1) Operating expenses in the Corp & Elims division primarily include $9.8 million in salaries and benefits for certain general, administrative, and IT related departments and $3.2 million in professional services fees. (2) These expenses primarily consist of costs incurred for the First Amendment, the recent acquisition of a lead distribution company, re-designation of the hedge, and the Secondary Offering. The following table presents information about the reportable segments for the three months ended March 31, 2020: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 107,351 $ 30,956 $ 10,442 $ (145) $ 148,604 Operating expenses (61,169) (27,462) (8,856) (7,059) (1) (104,546) Other expenses, net — — — (4) (4) Adjusted EBITDA $ 46,182 $ 3,494 $ 1,586 $ (7,208) 44,054 Share-based compensation expense (19) Non-recurring expenses (2) (1,256) Depreciation and amortization (2,105) Loss on disposal of property, equipment, and software (236) Interest expense, net (9,356) Income tax expense (7,366) Net income $ 23,716 (1) Operating expenses in the Corp & Elims division primarily include $4.3 million in salaries and benefits for certain general, administrative, and IT related departments and $2.0 million in professional services fees. (2) These expenses primarily consist of non-recurring compensation to certain board members, non-restructuring severance expenses, costs incurred with respect to the acquisition of InsideResponse, and expenses related to business continuity in response to the COVID-19 pandemic. The following table presents information about the reportable segments for the nine months ended March 31, 2021: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 604,309 $ 125,598 $ 23,752 $ (4,293) $ 749,366 Operating expenses (385,363) (105,532) (16,889) (34,771) (1) (542,555) Other expenses, net — — — (58) (58) Adjusted EBITDA $ 218,946 $ 20,066 $ 6,863 $ (39,122) 206,753 Share-based compensation expense (3,689) Non-recurring expenses (2) (5,490) Fair value adjustments to contingent earnout obligations (1,487) Depreciation and amortization (11,260) Loss on disposal of property, equipment, and software (261) Interest expense, net (20,898) Loss on extinguishment of debt (3,315) Income tax expense (32,619) Net income $ 127,734 (1) Operating expenses in the Corp & Elims division primarily include $24.8 million in salaries and benefits for certain general, administrative, and IT related departments and $9.5 million in professional services fees. (2) These expenses primarily consist of costs incurred for the First Amendment, the recent acquisition of a lead distribution company, re-designation of the hedge, and the Secondary Offering as well as non-recurring compensation to a former executive, non-restructuring severance expenses, and expenses related to business continuity in response to the COVID-19 pandemic. The following table presents information about the reportable segments for the nine months ended March 31, 2020: (in thousands) Senior Life Auto & Home Corp & Elims Consolidated Revenue $ 273,808 $ 87,543 $ 29,061 $ (344) $ 390,068 Operating expenses (161,456) (71,991) (23,467) (19,248) (1) (276,162) Other expenses, net — — — (20) (20) Adjusted EBITDA $ 112,352 $ 15,552 $ 5,594 $ (19,612) 113,886 Share-based compensation expense (9,283) Non-recurring expenses (2) (2,648) Depreciation and amortization (5,273) Loss on disposal of property, equipment, and software (235) Interest expense, net (16,239) Income tax expense (19,110) Net income $ 61,098 (1) Operating expenses in the Corp & Elims division primarily include $10.7 million in salaries and benefits for certain general, administrative, and IT related departments and $6.3 million in professional services fees. |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jul. 01, 2020 | Jun. 30, 2020 |
Accounting Policies [Abstract] | |||
Present value of lease liabilities | $ 42,846 | $ 41,300 | |
Operating leases | $ 30,381 | $ 29,700 | $ 0 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | Apr. 30, 2021USD ($) | Feb. 01, 2021USD ($)insurancePolicy | May 01, 2020USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020 |
Business Acquisition [Line Items] | ||||||||
Fair value adjustments to contingent earnout obligations | $ 334 | $ 1,487 | $ 0 | |||||
Estimated life | 7 years 4 months 24 days | 6 years 4 months 24 days | ||||||
Lead performance percentage | 100.00% | |||||||
InsideResponse | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 100.00% | |||||||
Purchase consideration, net | $ 65,000 | |||||||
Payments to acquire businesses, gross | 32,700 | |||||||
Contingent consideration, liability | 32,300 | |||||||
Fair value adjustments to contingent earnout obligations | 400 | $ 1,200 | ||||||
Business acquisition, goodwill, expected tax deductible amount | $ 5,000 | 5,000 | 5,000 | |||||
Base purchase price | 32,700 | |||||||
Net working capital true-up | (3,527) | |||||||
Aggregate purchase price | $ 67,092 | |||||||
InsideResponse | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated life | 2 years | |||||||
InsideResponse | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated life | 7 years | |||||||
Lead Distribution Company | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration, net | $ 33,500 | |||||||
Payments to acquire businesses, gross | 24,000 | |||||||
Contingent consideration, liability | 3,500 | |||||||
Fair value adjustments to contingent earnout obligations | $ 300 | $ 300 | ||||||
Business acquisition, goodwill, expected tax deductible amount | 3,800 | |||||||
Base purchase price | 30,000 | |||||||
Holdback for indemnification claims | $ 6,000 | |||||||
Minimum insurance policies to be sold | insurancePolicy | 50,000 | |||||||
Cash payout term | 5 days | |||||||
Target performance percentage | 60.00% | 60.00% | ||||||
Remaining holdback for indemnification claims | $ 5,500 | |||||||
Net working capital true-up | $ 499 | |||||||
Net working capital true-up time period | 15 months | |||||||
Revenue generated from business acquisition | $ 2,600 | |||||||
Aggregate purchase price | $ 29,501 | |||||||
Lead Distribution Company | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated life | 5 years | |||||||
Lead Distribution Company | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated life | 9 years | |||||||
Express Med Pharmaceutical Inc | Subsequent Event | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 100.00% | |||||||
Payments to acquire businesses, gross | $ 20,000 | |||||||
Contingent consideration, liability | 4,000 | |||||||
Holdback for indemnification claims | 2,500 | |||||||
Aggregate purchase price | 24,000 | |||||||
Cash acquired from acquisition | $ 17,500 |
Acquisitions - Consideration (D
Acquisitions - Consideration (Details) - USD ($) $ in Thousands | Feb. 01, 2021 | May 01, 2020 | Mar. 31, 2021 | Mar. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill purchase accounting adjustments | $ (122) | |||
InsideResponse | ||||
Business Acquisition [Line Items] | ||||
Base purchase price | $ 32,700 | |||
Fair value of earnout | 30,437 | |||
Net working capital true-up | 3,527 | |||
Closing cash | 904 | |||
Closing indebtedness | (476) | |||
Total purchase consideration | $ 67,092 | |||
Goodwill purchase accounting adjustments | $ 100 | |||
Lead Distribution Company | ||||
Business Acquisition [Line Items] | ||||
Base purchase price | $ 30,000 | |||
Net working capital true-up | (499) | |||
Total purchase consideration | $ 29,501 |
Acquisitions - Estimated Fair V
Acquisitions - Estimated Fair Value Of Assets Acquired And Liabilities Assumed (Details) - USD ($) $ in Thousands | Feb. 01, 2021 | May 01, 2020 | Mar. 31, 2021 | Jun. 30, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 49,955 | $ 46,577 | ||
Estimated life | 7 years 4 months 24 days | 6 years 4 months 24 days | ||
InsideResponse | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 955 | |||
Accounts receivable | 8,220 | |||
Other current assets | 459 | |||
Property and equipment, net | 51 | |||
Accounts payable | (2,922) | |||
Accrued expenses | (737) | |||
Other current liabilities | (8) | |||
Other liabilities | (1) | |||
Net tangible assets acquired | 6,017 | |||
Goodwill | 41,092 | |||
Total intangible assets acquired | 61,075 | |||
Net assets acquired | $ 67,092 | |||
InsideResponse | Minimum | ||||
Business Acquisition [Line Items] | ||||
Estimated life | 2 years | |||
InsideResponse | Maximum | ||||
Business Acquisition [Line Items] | ||||
Estimated life | 7 years | |||
Lead Distribution Company | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 1,301 | |||
Net tangible assets acquired | 1,301 | |||
Goodwill | 3,500 | |||
Total intangible assets acquired | 28,200 | |||
Net assets acquired | $ 29,501 | |||
Lead Distribution Company | Minimum | ||||
Business Acquisition [Line Items] | ||||
Estimated life | 5 years | |||
Lead Distribution Company | Maximum | ||||
Business Acquisition [Line Items] | ||||
Estimated life | 9 years | |||
Trade Name | InsideResponse | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 2,680 | |||
Estimated life | 5 years | |||
Proprietary Software | InsideResponse | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1,042 | |||
Proprietary Software | InsideResponse | Minimum | ||||
Business Acquisition [Line Items] | ||||
Estimated life | 2 years | |||
Proprietary Software | InsideResponse | Maximum | ||||
Business Acquisition [Line Items] | ||||
Estimated life | 5 years | |||
Non-compete agreements | InsideResponse | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 192 | |||
Estimated life | 3 years | |||
Non-compete agreements | Lead Distribution Company | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1,000 | |||
Estimated life | 5 years | |||
Customer relationships | InsideResponse | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 16,069 | |||
Estimated life | 7 years | |||
Vendor Relationships | Lead Distribution Company | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 23,700 | |||
Estimated life | 9 years |
Property And Equipment_Net - Su
Property And Equipment—Net - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 40,482 | $ 36,490 |
Less accumulated depreciation | (17,171) | (14,340) |
PROPERTY AND EQUIPMENT—Net | 23,311 | 22,150 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,448 | 9,829 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,429 | 2,443 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 18,526 | 17,692 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,012 | 5,259 |
Work in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 67 | $ 1,267 |
Property And Equipment_Net - Na
Property And Equipment—Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 2 | $ 1.4 | $ 5.6 | $ 3.8 |
Software_Net - Summary (Details
Software—Net - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Software, gross | $ 18,077 | $ 12,921 |
Less accumulated amortization | (6,564) | (4,522) |
SOFTWARE—Net | 11,513 | 8,399 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software, gross | 14,197 | 10,999 |
Work in progress | ||
Finite-Lived Intangible Assets [Line Items] | ||
Software, gross | $ 3,880 | $ 1,922 |
Software_Net - Narrative (Detai
Software—Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Capitalized software costs in the period | $ 2.2 | $ 2 | $ 5.4 | $ 4.4 |
Capitalized software amortization | $ 1 | $ 0.7 | $ 2.7 | $ 1.5 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill, impairment | $ 0 | $ 0 | $ 0 | $ 0 |
Amortization of intangible assets | $ 1,300,000 | $ 100,000 | $ 2,900,000 | $ 100,000 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Carrying Amounts of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 45,536 | $ 20,836 |
Finite-lived intangible assets, accumulated amortization | (4,098) | (1,163) |
Total | $ 41,438 | $ 19,673 |
Estimated life | 7 years 4 months 24 days | 6 years 4 months 24 days |
GOODWILL | $ 49,955 | $ 46,577 |
Auto & Home | ||
Finite-Lived Intangible Assets [Line Items] | ||
GOODWILL | 5,364 | 5,364 |
Senior | ||
Finite-Lived Intangible Assets [Line Items] | ||
GOODWILL | 44,591 | 41,213 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 16,922 | 16,922 |
Finite-lived intangible assets, accumulated amortization | (2,812) | (1,011) |
Total | 14,110 | 15,911 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 2,680 | 2,680 |
Finite-lived intangible assets, accumulated amortization | (491) | (88) |
Total | 2,189 | 2,592 |
Proprietary Software-5 year | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 780 | 780 |
Finite-lived intangible assets, accumulated amortization | (143) | (26) |
Total | 637 | 754 |
Proprietary Software-2 year | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 262 | 262 |
Finite-lived intangible assets, accumulated amortization | (120) | (22) |
Total | 142 | 240 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,192 | 192 |
Finite-lived intangible assets, accumulated amortization | (92) | (16) |
Total | 1,100 | 176 |
Vendor Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 23,700 | 0 |
Finite-lived intangible assets, accumulated amortization | (440) | 0 |
Total | $ 23,260 | $ 0 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Goodwill Rollforward (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance, June 30, 2020 | $ 46,577 |
Measurement period adjustments | (122) |
Goodwill from the acquisition of a lead distribution company | 3,500 |
Balance, March 31, 2021 | $ 49,955 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Future Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of fiscal 2021 | $ 1,514 | |
2022 | 6,026 | |
2023 | 5,902 | |
2024 | 5,844 | |
2025 | 5,726 | |
Thereafter | 16,426 | |
Total | 41,438 | $ 19,673 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of fiscal 2021 | 134 | |
2022 | 536 | |
2023 | 536 | |
2024 | 536 | |
2025 | 447 | |
Thereafter | 0 | |
Total | 2,189 | 2,592 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of fiscal 2021 | 72 | |
2022 | 265 | |
2023 | 156 | |
2024 | 156 | |
2025 | 130 | |
Thereafter | 0 | |
Total | 779 | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of fiscal 2021 | 66 | |
2022 | 264 | |
2023 | 253 | |
2024 | 200 | |
2025 | 200 | |
Thereafter | 117 | |
Total | 1,100 | 176 |
Vendor Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of fiscal 2021 | 658 | |
2022 | 2,633 | |
2023 | 2,633 | |
2024 | 2,633 | |
2025 | 2,633 | |
Thereafter | 12,070 | |
Total | 23,260 | 0 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remainder of fiscal 2021 | 584 | |
2022 | 2,328 | |
2023 | 2,324 | |
2024 | 2,319 | |
2025 | 2,316 | |
Thereafter | 4,239 | |
Total | $ 14,110 | $ 15,911 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) | Mar. 12, 2021USD ($) | May 29, 2020USD ($) | Mar. 31, 2021USD ($) |
Derivative [Line Items] | |||
De-designation of cash flow hedge recognized as income (expense) | $ (500,000) | ||
Cash flow hedge to be reclassified during next 12 months | $ 900,000 | ||
Interest Rate Swap | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 325,000,000 | ||
LIBOR | Interest Rate Swap | |||
Derivative [Line Items] | |||
Derivative, exchange floating rate floor | 0.01 | ||
Derivative, exchange floating rate basis spread | 6.00% | ||
Base Rate | Interest Rate Swap | |||
Derivative [Line Items] | |||
Derivative, basis spread on variable rate | 1.188% | ||
Line of Credit | Base Rate | Interest Rate Swap | |||
Derivative [Line Items] | |||
Derivative, fixed interest rate | 6.00% | ||
Secured Debt | Line of Credit | |||
Derivative [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 425,000,000 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Balance Sheet Location (Details) - Interest Rate Swap - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Other Assets | ||
Derivative [Line Items] | ||
Cash flow hedge | $ 12 | |
Other current liabilities | ||
Derivative [Line Items] | ||
Cash flow hedge | $ (1,669) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Unrealized (Losses) Gains in Accumulated Other Comprehensive Loss (Details) - Interest Rate Swap - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Derivative [Line Items] | ||
Unrealized gain, before taxes | $ 2,226 | $ 1,729 |
Income tax expense | (551) | (428) |
Unrealized gain, net of taxes | $ 1,675 | $ 1,301 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Reclassified From Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Net reclassification into earnings | $ 135 | $ 368 |
Interest expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Net reclassification into earnings | 180 | 491 |
Income tax benefit | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Net reclassification into earnings | $ (45) | $ (123) |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Change in Accumulated Other Comprehensive Income (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2021USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | $ 545,689 |
Unrealized gains, net of related tax expense of $0.4 million | 1,301 |
Amount reclassified into earnings, net of related taxes of $0.1 million | 368 |
Ending balance | 670,515 |
Reclassification from AOCI, current period, tax | 100 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (1,254) |
Unrealized gains, net of related tax expense of $0.4 million | 1,301 |
Amount reclassified into earnings, net of related taxes of $0.1 million | 368 |
Ending balance | 415 |
Other comprehensive income (loss) before reclassifications, tax | $ 400 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Sublease income | $ 403 | $ 100 | $ 638 | $ 200 |
Operating lease costs | $ 1,980 | $ 5,859 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term | 1 year | 1 year | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term | 8 years | 8 years |
Leases - Schedule of Right of U
Leases - Schedule of Right of Use Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jul. 01, 2020 | Jun. 30, 2020 |
Assets | |||
Operating leases | $ 30,381 | $ 29,700 | $ 0 |
Finance leases | $ 228 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | PROPERTY AND EQUIPMENT—Net | ||
Total lease right-of-use assets | $ 30,609 | ||
Current | |||
Operating lease liabilities—current | 5,130 | 0 | |
Finance leases | $ 202 | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | ||
Non-current | |||
Operating leases | $ 37,716 | $ 0 | |
Finance leases | $ 75 | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | OTHER LIABILITIES | ||
Total lease liabilities | $ 43,123 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||||
Finance lease costs | $ 69 | $ 194 | ||
Operating lease costs | 1,980 | 5,859 | ||
Short-term lease costs | 42 | 168 | ||
Variable lease costs | 201 | 915 | ||
Sublease income | (403) | $ (100) | (638) | $ (200) |
Total net lease costs | $ 1,889 | $ 6,498 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2021USD ($) | |
Operating Leases | |
Operating cash flows from leases | $ 5,045 |
Financing cash flows from leases | 0 |
Right-of-use assets obtained in exchange for new lease liabilities | 3,632 |
Finance leases | |
Operating cash flows from leases | 8 |
Financing cash flows from leases | 201 |
Right-of-use assets obtained in exchange for new lease liabilities | 194 |
Operating cash flows from leases | 5,053 |
Financing cash flows from leases | 201 |
Right-of-use assets obtained in exchange for new lease liabilities | $ 3,826 |
Weighted-average remaining lease term (in years) | |
Operating lease | 7 years 18 days |
Finance lease | 1 year 3 months 21 days |
Weighted-average discount rate | |
Operating lease | 9.63% |
Finance lease | 6.51% |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jul. 01, 2020 |
Operating Leases | ||
Remainder of 2021 | $ 2,145 | |
2022 | 8,946 | |
2023 | 8,478 | |
2024 | 8,857 | |
2025 | 8,870 | |
2026 | 6,591 | |
Thereafter | 15,115 | |
Total undiscounted lease payments | 59,002 | |
Less: interest | 16,156 | |
Present value of lease liabilities | 42,846 | $ 41,300 |
Finance leases | ||
Remainder of 2021 | 65 | |
2022 | 196 | |
2023 | 27 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total undiscounted lease payments | 288 | |
Less: interest | 11 | |
Present value of lease liabilities | 277 | |
Remainder of 2021 | 2,210 | |
2022 | 9,142 | |
2023 | 8,505 | |
2024 | 8,857 | |
2025 | 8,870 | |
2026 | 6,591 | |
Thereafter | 15,115 | |
Total undiscounted lease payments | 59,290 | |
Less: interest | 16,167 | |
Total lease liabilities | $ 43,123 |
Leases - Maturity of Lease Li_2
Leases - Maturity of Lease Liabilities Under Previous Accounting Standard (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 8,781 |
2022 | 8,497 |
2023 | 7,991 |
2024 | 8,353 |
2025 | 8,306 |
Thereafter | 21,262 |
Total minimum lease payments | $ 63,190 |
Debt - Credit Agreement and Sen
Debt - Credit Agreement and Senior Secured Credit Facility (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 460,615 | $ 311,814 |
Line of Credit | Secured Debt | ||
Debt Instrument [Line Items] | ||
Term Loans | 471,912 | 325,000 |
Unamortized debt issuance costs on Term Loans | (4,387) | (5,819) |
Unamortized debt discount on Term Loans | $ (6,910) | $ (7,367) |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Feb. 24, 2021 | May 26, 2020 | Nov. 05, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Line of Credit Facility [Line Items] | |||||||
Debt issuance cost paid | $ 885,000 | $ 7,694,000 | |||||
Loss on extinguishment of debt | $ 3,315,000 | $ 0 | 3,315,000 | 0 | |||
Amortization of debt issuance costs | 800,000 | 2,500,000 | $ 1,400,000 | ||||
2019 Term Loan | Dividend Declared | |||||||
Line of Credit Facility [Line Items] | |||||||
Dividends | $ 275,000,000 | ||||||
Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 75,000,000 | 75,000,000 | |||||
Revolving Credit Facility | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||
Revolving Credit Facility | Base Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||
Line of Credit | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 5.00% | ||||||
LIBOR floor rate | 0.75% | ||||||
Line of Credit | Base Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||
Line of Credit | DDTL Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 145,000,000 | 145,000,000 | |||||
Secured Debt | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fee percentage | 0.15% | ||||||
Unamortized debt issuance costs on Term Loans | 900,000 | 900,000 | |||||
Secured Debt | Revolving Credit Facility | 2019 Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | ||||||
Unamortized debt issuance costs | 6,800,000 | ||||||
Secured Debt | Revolving Credit Facility | 2021 Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Unamortized debt issuance costs on Term Loans | $ 200,000 | ||||||
Secured Debt | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Unamortized debt discount on Term Loans | $ 8,500,000 | ||||||
Long-term debt, term | 5 years | ||||||
Debt instrument, periodic payment, percent | 1.00% | ||||||
Unamortized debt issuance costs | $ 8,000,000 | 1,400,000 | 1,400,000 | ||||
Unamortized debt issuance costs on Term Loans | 1,100,000 | 1,100,000 | |||||
Loss on extinguishment of debt | $ 3,300,000 | $ 3,300,000 | |||||
Breakage fee, percent | 1.00% | 1.00% | |||||
Payoff to non-consenting lenders | $ 800,000 | ||||||
Secured Debt | Line of Credit | 2019 Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, face amount | 425,000,000 | ||||||
Interest fund | 68,000,000 | ||||||
Period of interest payments used for calculation of interest fund | 2 years | ||||||
Repayments of debt | 84,100,000 | $ 100,000,000 | |||||
Unamortized debt issuance costs | 1,200,000 | ||||||
Debt issuance cost paid | 4,800,000 | ||||||
Unamortized debt issuance costs on Term Loans | 3,800,000 | ||||||
Secured Debt | Line of Credit | 2021 Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 231,000,000 | ||||||
Unamortized debt issuance costs | 700,000 | ||||||
Debt issuance cost paid | $ 2,300,000 | ||||||
Secured Debt | Line of Credit | DDTL Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 145,000,000 | ||||||
Term loans outstanding | $ 471,900,000 | $ 471,900,000 | |||||
Ticking fee multiplier, fee | 1.00% |
Shareholders' Equity - Common S
Shareholders' Equity - Common Stock Reserved For Future Issuance (Details) - shares | Mar. 31, 2021 | Jun. 30, 2020 |
Class of Stock [Line Items] | ||
Options issued and outstanding under stock option plans (in shares) | 3,490,842 | 4,067,417 |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 13,045,865 | |
Employee Stock Purchase Plan ("ESPP") | Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 1,343,560 | |
2020 Plan | Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 7,674,271 | |
Options issued and outstanding under stock option plans (in shares) | 1,925,729 | |
2003 Plan | Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares available for grant (in shares) | 0 | |
Options issued and outstanding under stock option plans (in shares) | 2,102,305 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Class of Stock [Line Items] | ||||
Share-based compensation expense | $ 1,289 | $ 19 | $ 3,389 | $ 9,283 |
Incentive Stock Options | ||||
Class of Stock [Line Items] | ||||
Share-based compensation expense | 451 | 19 | 1,269 | 9,283 |
Restricted Stock Units (RSUs) | ||||
Class of Stock [Line Items] | ||||
Share-based compensation expense | 648 | 0 | 1,608 | 0 |
Performance Stock | ||||
Class of Stock [Line Items] | ||||
Share-based compensation expense | $ 190 | $ 0 | $ 512 | $ 0 |
Shareholders' Equity - Fair Val
Shareholders' Equity - Fair Value Assumptions (Details) | 9 Months Ended |
Mar. 31, 2021$ / shares | |
Equity [Abstract] | |
Volatility | 25.00% |
Risk-free interest rate | 0.40% |
Dividend yield | 0.00% |
Assumed forfeitures | 0.00% |
Expected term (in years) | 6 years 2 months 26 days |
Weighted-average fair value (in dollars per share) | $ 4.89 |
Shareholders' Equity - Option A
Shareholders' Equity - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Mar. 31, 2021 | |
Number of Options | |
Beginning balance (in shares) | 4,067,417 |
Options granted (in shares) | 1,035,181 |
Options exercised (in shares) | (1,598,824) |
Options forfeited/expired/cancelled (in shares) | (12,932) |
Ending balance (in shares) | 3,490,842 |
Vested and exercisable, number of options (in shares) | 1,947,241 |
Weighted- Average Exercise Price | |
Beginning balance (in dollars per share) | $ 2.69 |
Options granted (in dollars per share) | 19.25 |
Options exercised (in dollars per share) | 0.90 |
Options forfeited/expired/cancelled (in dollars per share) | 11.14 |
Ending balance (in dollars per share) | 8.38 |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ 0.98 |
Weighted-average remaining contractual term, outstanding | 6 years 4 months 9 days |
Weighted-average remaining contractual term, vested and exercisable | 4 years 1 month 28 days |
Aggregate intrinsic value, outstanding | $ 73,752 |
Aggregate intrinsic value, vested and exercisable | $ 55,560 |
Shareholders' Equity - Share-Ba
Shareholders' Equity - Share-Based Compensation Plans (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Equity [Abstract] | ||
Cost not yet recognized | $ 5,500 | |
Cost not yet recognized, period for recognition | 3 years 1 month 6 days | |
Proceeds from common stock options exercised and employee stock purchase plan | $ 1,778 | $ 5,364 |
Shareholders' Equity - Restrict
Shareholders' Equity - Restricted Stock Unit and Performance Stock Activity (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Number of Restricted Stock Units | |
Beginning balance (in shares) | shares | 150,000 |
Granted (in shares) | shares | 258,697 |
Vested (in shares) | shares | 0 |
Cancelled (in shares) | shares | (3,879) |
Ending balance (in shares) | shares | 404,818 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 20 |
Granted (in dollars per share) | $ / shares | 18.67 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 17.89 |
Ending balance (in dollars per share) | $ / shares | $ 19.17 |
Share-based cost not yet recognized | $ | $ 6 |
Weighted-average remaining service period | 2 years 8 months 23 days |
Performance Stock | |
Number of Restricted Stock Units | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 132,374 |
Vested (in shares) | shares | 0 |
Cancelled (in shares) | shares | 0 |
Ending balance (in shares) | shares | 132,374 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 17.92 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 17.92 |
Share-based cost not yet recognized | $ | $ 1.9 |
Weighted-average remaining service period | 2 years 4 months 28 days |
Shareholders' Equity - Employee
Shareholders' Equity - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | Oct. 01, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Share-based compensation expense | $ 1,429 | $ 19 | $ 3,689 | $ 9,283 | |
Employee Stock Purchase Plan ("ESPP") | Employee Stock Purchase Plan ("ESPP") | |||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||||
Purchase price of common stock, percent | 95.00% | ||||
Minimum purchase price of common stock as a percent of offering date fair value, percent | 85.00% | ||||
Minimum purchase price of common stock as a percent of common stock exercise date fair value, percent | 85.00% | ||||
Shares issued to employees (in shares) | 56,440 | ||||
Share-based compensation expense | $ 100 | $ 300 |
Shareholders' Equity - Secondar
Shareholders' Equity - Secondary Offering(Details) - $ / shares | Mar. 08, 2021 | Mar. 31, 2021 | Jun. 30, 2020 |
Class of Stock [Line Items] | |||
Common stock, par value, (dollars per share) | $ 0.01 | $ 0.01 | |
Secondary Offering | |||
Class of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | 10,600,000 | ||
Common stock, par value, (dollars per share) | $ 0.01 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 266,923 | $ 148,604 | $ 749,366 | $ 390,068 |
Contract with customer, liabilities | 7,800 | 7,800 | ||
Commission | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 236,793 | 137,455 | 664,312 | 353,926 |
Production bonus and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 30,130 | 11,149 | 85,054 | 36,142 |
Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,050 | 145 | 4,293 | 344 |
Intersegment Eliminations | Commission | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 319 | 145 | 784 | 344 |
Intersegment Eliminations | Production bonus and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,731 | 0 | 3,509 | 0 |
Senior | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 215,600 | 107,351 | 604,309 | 273,808 |
Senior | Commission | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 189,760 | 103,253 | 534,490 | 256,265 |
Senior | Medicare advantage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 181,040 | 86,396 | 493,745 | 220,536 |
Senior | Medicare supplement | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 2,981 | 13,831 | 23,716 | 27,284 |
Senior | Prescription drug plan | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 449 | 355 | 2,166 | 2,391 |
Senior | Dental, vision, and health | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,671 | 2,450 | 13,041 | 5,674 |
Senior | Other commission revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 619 | 221 | 1,822 | 380 |
Senior | Production bonus and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 25,840 | 4,098 | 69,819 | 17,543 |
Life | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 46,400 | 30,956 | 125,598 | 87,543 |
Life | Commission | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 41,442 | 25,242 | 109,592 | 71,084 |
Life | Core | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 19,604 | 18,042 | 58,771 | 55,745 |
Life | Final expense | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 20,625 | 6,596 | 48,641 | 13,480 |
Life | Ancillary | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,213 | 604 | 2,180 | 1,859 |
Life | Production bonus and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 4,958 | 5,714 | 16,006 | 16,459 |
Auto & Home | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,973 | 10,442 | 23,752 | 29,061 |
Auto & Home | Commission | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 5,910 | 9,105 | 21,014 | 26,921 |
Auto & Home | Production bonus and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,063 | $ 1,337 | $ 2,738 | $ 2,140 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 7,183 | $ 7,366 | $ 32,619 | $ 19,110 |
Effective income tax rate reconciliation, percent | 16.50% | 23.70% | 20.30% | 23.80% |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Feb. 28, 2020 | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Stock split, conversion ratio | 8 | ||||
Numerator: | |||||
Net income | $ 36,481 | $ 23,716 | $ 127,734 | $ 61,098 | |
Less: dividends declared on Series A, B, C & D preferred stock | 0 | 0 | 0 | (86,302) | |
Net income (loss) attributable to common shareholders | $ 36,481 | $ 20,724 | $ 127,734 | $ (34,245) | |
Denominator: | |||||
Weighted average number of shares outstanding, basic (in shares) | shares | 163,023 | 92,077 | 162,705 | 89,989 | |
Net income (loss) per share—basic: (in dollars per share) | $ / shares | $ 0.22 | $ 0.23 | $ 0.79 | $ (0.38) | |
Numerator: | |||||
Add: dividends declared on Series D preferred stock | $ 0 | $ 0 | $ 0 | $ 86,302 | |
Net income (loss) attributable to common and common equivalent shareholders | $ 36,481 | $ 23,716 | $ 127,734 | $ (34,245) | |
Denominator: | |||||
Stock options outstanding to purchase shares of common stock (in shares) | shares | 2,708 | 2,606 | 2,790 | 0 | |
Total common and common equivalent shares outstanding (in shares) | shares | 165,731 | 138,754 | 165,495 | 89,989 | |
Net income (loss) per share—diluted: (in dollars per share) | $ / shares | $ 0.22 | $ 0.17 | $ 0.77 | $ (0.38) | |
Preferred Class A, B, and C | |||||
Numerator: | |||||
Add: dividends declared on Series A, B & C preferred stock | $ 0 | $ 0 | $ 0 | $ 0 | |
Denominator: | |||||
Preferred stock, outstanding (in shares) | shares | 0 | 12,071 | 0 | 0 | |
Preferred Class D | |||||
Numerator: | |||||
Less: dividends declared on Series A, B, C & D preferred stock | $ 0 | $ 0 | $ 0 | $ 0 | |
Less: cumulative dividends on Series D preferred stock | 0 | (2,992) | 0 | (9,041) | |
Numerator: | |||||
Add: dividends declared on Series D preferred stock | 0 | 0 | 0 | 0 | |
Add: cumulative dividends on Series D preferred stock | $ 0 | $ 2,992 | $ 0 | $ 0 | |
Denominator: | |||||
Preferred stock, outstanding (in shares) | shares | 0 | 32,000 | 0 | 0 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive Shares (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 454 | 1,035 | 0 | 48,217 |
Stock Option | Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 322 | 0 | 918 | 4,146 |
Stock Option | Phantom Share Units (PSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 132 | 117 | 0 | 0 |
Preferred Class A, B, and C | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 0 | 0 | 0 | 12,071 |
Preferred Class D | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 0 | 0 | 0 | 32,000 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Revenue | $ 266,923 | $ 148,604 | $ 749,366 | $ 390,068 |
Operating expenses | (201,720) | (104,546) | (542,555) | (276,162) |
Other expenses, net | (15) | (4) | (58) | (20) |
Adjusted EBITDA | 65,188 | 44,054 | 206,753 | 113,886 |
Share-based compensation expense | (1,429) | (19) | (3,689) | (9,283) |
Non-recurring expenses | (4,667) | (1,256) | (5,490) | (2,648) |
Fair value adjustments to contingent earnout obligations | (334) | (1,487) | 0 | |
Depreciation and amortization | (4,323) | (2,105) | (11,260) | (5,273) |
Loss on disposal of property, equipment, and software | (101) | (236) | (261) | (235) |
INTEREST EXPENSE, NET | (7,355) | (9,356) | (20,898) | (16,239) |
Income tax expense | (7,183) | (7,366) | (32,619) | (19,110) |
Loss on extinguishment of debt | (3,315) | 0 | (3,315) | 0 |
NET INCOME | $ 36,481 | $ 23,716 | $ 127,734 | $ 61,098 |
Major Customer One | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 25.00% | 24.00% | 26.00% | 27.00% |
Major Customer Two | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 20.00% | 17.00% | 20.00% | 19.00% |
Major Customer Three | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 15.00% | 15.00% | 15.00% | 13.00% |
Corp & Elims | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ (2,050) | $ (145) | $ (4,293) | $ (344) |
Operating expenses | (12,507) | (7,059) | (34,771) | (19,248) |
Other expenses, net | (15) | (4) | (58) | (20) |
Adjusted EBITDA | (14,572) | (7,208) | (39,122) | (19,612) |
Salary expense | 9,800 | 4,300 | 24,800 | 10,700 |
Professional fees | 3,200 | 2,000 | 9,500 | 6,300 |
Senior | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 215,600 | 107,351 | 604,309 | 273,808 |
Senior | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 215,600 | 107,351 | 604,309 | 273,808 |
Operating expenses | (140,111) | (61,169) | (385,363) | (161,456) |
Other expenses, net | 0 | 0 | 0 | 0 |
Adjusted EBITDA | 75,489 | 46,182 | 218,946 | 112,352 |
Life | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 46,400 | 30,956 | 125,598 | 87,543 |
Life | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 46,400 | 30,956 | 125,598 | 87,543 |
Operating expenses | (43,225) | (27,462) | (105,532) | (71,991) |
Other expenses, net | 0 | 0 | 0 | 0 |
Adjusted EBITDA | 3,175 | 3,494 | 20,066 | 15,552 |
Auto & Home | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,973 | 10,442 | 23,752 | 29,061 |
Auto & Home | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,973 | 10,442 | 23,752 | 29,061 |
Operating expenses | (5,877) | (8,856) | (16,889) | (23,467) |
Other expenses, net | 0 | 0 | 0 | 0 |
Adjusted EBITDA | $ 1,096 | $ 1,586 | $ 6,863 | $ 5,594 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | May 01, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Related party expense | $ 5,600 | $ 13,600 | |||
Accounts receivable, related parties | $ 300 | $ 300 | |||
InsideResponse | |||||
Related Party Transaction [Line Items] | |||||
Percentage of voting interests acquired | 100.00% | ||||
Total purchase consideration | $ 67,092 | ||||
Immediate Family Member of Management or Principal Owner | InsideResponse | |||||
Related Party Transaction [Line Items] | |||||
Total purchase consideration | $ 65,000 | ||||
Management | InsideResponse | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 500 | $ 1,700 |
Uncategorized Items - slqt-2021
Label | Element | Value |
Restricted Cash | us-gaap_RestrictedCash | $ 0 |
Restricted Cash | us-gaap_RestrictedCash | $ 54,667,000 |