UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from   to

001-39295

(Commission File Number)

SelectQuote, Inc.

(Exact name of registrant as specified in its charter)

Delaware		94-3339273
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
6800 West 115th Street	Suite 2511	66211
Overland Park	Kansas	(Zip Code)
(Address of principal executive offices)

(913) 599-9225

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SLQT	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒   No  ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes  ☐   No  ☒

The registrant had outstanding 163,958,397 shares of common stock as of October 31, 2021.

SELECTQUOTE, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

	PART I FINANCIAL INFORMATION	PAGE
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2021 and June 30, 2021	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended September 30, 2021 and 2020	3
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended September 30, 2021 and 2020	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2021 and 2020	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43
	PART II OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
	Signatures	46

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SELECTQUOTE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	September 30, 2021		June 30, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	183,618	$	286,454
Accounts receivable	96,673		113,375
Commissions receivable-current	155,482		89,120
Other current assets	7,917		4,486
Total current assets	443,690		493,435
COMMISSIONS RECEIVABLE	748,190		756,777
PROPERTY AND EQUIPMENT—Net	38,525		29,510
SOFTWARE—Net	14,264		12,611
OPERATING LEASE RIGHT-OF-USE ASSETS	30,547		31,414
INTANGIBLE ASSETS—Net	39,432		40,670
GOODWILL	73,732		68,019
OTHER ASSETS	1,362		1,436
TOTAL ASSETS	$	1,389,742	$	1,433,872
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	28,495	$	34,079
Accrued expenses	22,836		20,676
Accrued compensation and benefits	43,648		40,909
Operating lease liabilities—current	5,355		5,289
Current portion of long-term debt	3,540		2,360
Other current liabilities	24,618		5,504
Total current liabilities	128,492		108,817
LONG-TERM DEBT, less current portion	458,652		459,043
DEFERRED INCOME TAXES	125,181		140,988
OPERATING LEASE LIABILITIES	37,186		38,392
OTHER LIABILITIES	6,446		11,743
Total liabilities	755,957		758,983
COMMITMENTS AND CONTINGENCIES (Note 8)
SHAREHOLDERS’ EQUITY:
Common stock, $0.01 par value	1,639		1,635
Additional paid-in capital	549,034		544,771
Retained earnings	82,889		128,254
Accumulated other comprehensive income	223		229
Total shareholders’ equity	633,785		674,889
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,389,742	$	1,433,872

See accompanying notes to condensed consolidated financial statements.

2

SELECTQUOTE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands)

	Three Months Ended September 30,
	2021		2020
REVENUE:
Commission	$	134,651	$	106,545
Production bonus and other	25,272		17,624
Total revenue	159,923		124,169
OPERATING COSTS AND EXPENSES:
Cost of revenue	92,165		51,045
Marketing and advertising	90,677		49,800
General and administrative	23,392		12,202
Technical development	5,853		3,848
Total operating costs and expenses	212,087		116,895
INCOME (LOSS) FROM OPERATIONS	(52,164)		7,274
INTEREST EXPENSE, NET	(8,535)		(6,761)
OTHER EXPENSE, NET	(102)		(780)
LOSS BEFORE INCOME TAX BENEFIT	(60,801)		(267)
INCOME TAX BENEFIT	(15,436)		(1,104)
NET INCOME (LOSS)	$	(45,365)	$	837
NET INCOME (LOSS) PER SHARE:
Basic	$	(0.28)	$	0.01
Diluted	$	(0.28)	$	0.01
WEIGHTED-AVERAGE COMMON STOCK OUTSTANDING USED IN PER SHARE AMOUNTS:
Basic	163,692		162,448
Diluted	163,692		165,192
OTHER COMPREHENSIVE LOSS, NET OF TAX:
Loss on cash flow hedge	(6)		(257)
OTHER COMPREHENSIVE LOSS	(6)		(257)
COMPREHENSIVE INCOME (LOSS)	$	(45,371)	$	580

See accompanying notes to the condensed consolidated financial statements.

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SELECTQUOTE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

(In thousands)

Three Months Ended September 30, 2021
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total Shareholders' Equity
	Shares	Amount
BALANCES-June 30, 2021	163,510	$	1,635	$	544,771	$	128,254	$	229	$	674,889
Net loss	—	—		—		(45,365)		—		(45,365)
Loss on cash flow hedge, net of tax	—	—		—		—		(179)		(179)
Amount reclassified into earnings, net of tax	—	—		—		—		173		173
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings	284	3		1,203		—		—		1,206
Issuance of common stock pursuant to employee stock purchase plan	90	1		988		—		—		989
Vesting of restricted stock unit awards net of shares withheld to cover tax withholdings	46	—		(143)		—		—		(143)
Share-based compensation expense	—	—		2,215		—		—		2,215
BALANCES-September 30, 2021	163,930	$	1,639	$	549,034	$	82,889	$	223	$	633,785

Three Months Ended September 30, 2020
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
	Shares	Amount
BALANCES-June 30, 2020	162,191	$	1,622	$	548,113	$	(2,792)	$	(1,254)	$	545,689
Net income	—	—		—		837		—		837
Loss on cash flow hedge, net of tax	—	—		—		—		(374)		(374)
Amount reclassified into earnings, net of tax	—	—		—		—		117		117
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings	316	3		(2,203)		—		—		(2,200)
Share-based compensation expense	—	—		905		—		—		905
BALANCES-September 30, 2020	162,507	$	1,625	$	546,815	$	(1,955)	$	(1,511)	$	544,974

See accompanying notes to the condensed consolidated financial statements.

4

SELECTQUOTE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Three Months Ended September 30,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(45,365)	$	837
Adjustments to reconcile net income (loss) to net cash, cash equivalents, and restricted cash used in operating activities:
Depreciation and amortization	5,103		3,347
Loss on disposal of property, equipment, and software	350		82
Share-based compensation expense	2,215		924
Deferred income taxes	(15,807)		(1,214)
Amortization of debt issuance costs and debt discount	862		822
Fair value adjustments to contingent earnout obligations	—		759
Non-cash lease expense	994		911
Changes in operating assets and liabilities:
Accounts receivable	17,336		14,361
Commissions receivable	(57,775)		(45,942)
Other assets	(2,957)		1,790
Accounts payable and accrued expenses	(6,942)		(8,718)
Operating lease liabilities	(1,267)		(995)
Other liabilities	16,178		23,690
Net cash used in operating activities	(87,075)		(9,346)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(7,824)		(2,751)
Purchases of software and capitalized software development costs	(3,016)		(1,585)
Acquisition of business	(6,927)		121
Net cash used in investing activities	(17,767)		(4,215)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on other debt	(46)		(68)
Proceeds from common stock options exercised and employee stock purchase plan	2,194		309
Payments of tax withholdings related to net share settlement of equity awards	(142)		(2,509)
Payments of costs incurred in connection with private placement	—		(1,771)
Payments of costs incurred in connection with initial public offering	—		(3,899)
Net cash provided by (used in) financing activities	2,006		(7,938)
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(102,836)		(21,499)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period	286,454		368,870
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	$	183,618	$	347,371

Reconciliation to the Condensed Consolidated Balance Sheets:
Cash and cash equivalents	183,618		305,389
Restricted cash	—		41,982
Total cash, cash equivalents, and restricted cash	$	183,618	$	347,371
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid, net	$	(7,670)	$	(5,992)
Income taxes paid, net	(3)		(13)

See accompanying notes to condensed consolidated financial statements.

5

SELECTQUOTE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business—SelectQuote, Inc. and its subsidiaries (the "Company" or "SelectQuote") contract with numerous insurance carriers to sell senior health, life, and auto and home insurance policies by telephone to individuals throughout the United States through the use of multi-channel marketing and advertising campaigns. Medicare Advantage, Medicare Supplement, Medicare Part D, and other ancillary senior health insurance related policies are sold by SelectQuote’s Senior segment ("Senior"). InsideResponse and Population Health are also included in Senior. SelectQuote’s Life segment ("Life") sells term life and final expense policies, along with other ancillary products. SelectQuote’s Auto & Home segment ("Auto & Home") primarily sells non-commercial auto and home property and casualty insurance policies. SelectQuote’s licensed insurance agents provide comparative rates from a variety of insurance carriers relying on our technology distribution channel with a combination of proprietary and commercially available software to perform its quote service and sell insurance policies on behalf of the insurance carriers. The Company primarily earns revenue in the form of commission payments from the insurance carriers. Commission payments are received both when the initial policy is sold ("first year") and when the underlying policyholder renews their policy in subsequent years ("renewal"). The Company also receives certain volume-based bonuses from some carriers on first-year policies sold based on attaining various predetermined target sales levels or other agreed upon objectives. These bonuses are referred to as "production bonuses" or "marketing development funds." Additionally, the Company earns revenue from its Population Health platform (including mail order prescription revenue from SelectRx) and lead generation revenue from InsideResponse.

Basis of Presentation—The accompanying unaudited condensed consolidated financial statements include the accounts of SelectQuote, Inc. and its wholly owned subsidiaries: SelectQuote Insurance Services, SelectQuote Auto & Home Insurance Services, LLC ("SQAH"), ChoiceMark Insurance Services, Inc., Tiburon Insurance Services, InsideResponse, LLC, and SelectQuote Ventures, Inc. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2021, and include all adjustments necessary for the fair presentation of our financial position for the periods presented, the results of which are not necessarily indicative of the results to be expected for any subsequent period, including for the year ending June 30, 2022, and therefore should not be relied upon as an indicator of future results. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2021. Certain reclassifications have been made to prior periods to conform with current year presentation.

Use of Estimates—The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities. The Company regularly assesses these estimates; however, actual amounts could differ from those estimates. The most significant items involving management’s estimates include estimates of revenue recognition, commissions receivable, the provision for income taxes, share-based compensation, and valuation of intangible assets and goodwill. The impact of changes in estimates is recorded in the period in which they become known.

Seasonality—Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year during the Medicare annual enrollment period ("AEP") in October through December and are allowed to switch plans from an existing plan during the open

6

enrollment period ("OEP") in January through March each year. As a result, the Company’s Senior segment’s commission revenue is highest in the second quarter and to a lesser extent, the third quarter during OEP. A majority of policies sold during AEP are effective and renew annually on January 1.

Significant Accounting Policies—There have been no material changes to the Company’s significant accounting policies as described in our Annual Report on Form 10-K for the year ended June 30, 2021.

Recent Accounting Pronouncements Adopted—In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies and changes the accounting for certain income tax transactions, among other minor improvements. This standard was effective for the Company on July 1, 2021, and did not have a material impact on the condensed consolidated financial statements and related disclosures.

2.ACQUISITIONS

In accordance with ASC Topic 805, Business Combinations, the Company allocates the purchase price of its acquisitions to the tangible assets, liabilities, and intangible assets acquired based on fair values. Any excess purchase price over those fair values is recorded as goodwill. The fair value assigned to intangible assets acquired is supported by valuations using estimates and assumptions provided by management. Based on the valuation inputs, the Company has recorded assets acquired and liabilities assumed according to the following fair value hierarchy:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2	Unadjusted quoted prices in active markets for similar assets or liabilities; or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than quoted prices that are observable for the asset or liability.
Level 3	Unobservable inputs for the asset or liability

    

Lead distribution company—On February 1, 2021, the Company acquired substantially all of the assets of a lead distribution company for an aggregate purchase price of up to $33.5 million (subject to customary adjustments), as set forth in the Asset Purchase Agreement, dated February 1, 2021 (the "Asset Purchase Agreement"). The purchase price is comprised of $30.0 million, of which $24.0 million was paid in cash at the closing of the transaction with an additional $6.0 million of holdback for indemnification claims, net working capital adjustments, and underperformance. Additionally, the purchase price includes an earnout of up to $3.5 million. The primary purpose of the acquisition was to secure and incorporate the exclusive publisher relationships into the lead generation business of InsideResponse. The Company recorded $0.4 million of acquisition-related costs in general and administrative operating costs and expenses in the condensed consolidated statement of comprehensive income.

The earnout is contingent upon the achievement of a minimum of 50,000 insurance policies sold to closed policy leads during calendar year 2021 and will be paid in cash no later than five days after the accountant-reviewed stand-alone financial statements of the lead distribution company, as of and for the period ending December 31, 2021, are finalized. While the earnout provides for a range of possible payouts, if the lead distribution company fails to hit the minimum target threshold set forth in the Asset Purchase Agreement, there will be no payout, but in no circumstance can the earnout exceed $3.5 million. As the earnout payment is contingent upon continued employment of certain individuals, the Company will recognize the earnout as compensation expense in general and administrative operating costs and expenses in the condensed consolidated statement of comprehensive income in the period in which it is earned. As of September 30, 2021, the Company has not accrued an earnout payment based on current forecasted performance.

The underperformance amount related to the $6.0 million holdback is calculated as follows: if the lead performance percentage, calculated as the calendar year 2021 closed policy amount divided by the closed policy performance target of 50,000 closed policy leads, is less than or equal to 60%, the underperformance amount shall be calculated as 100% less the lead performance percentage multiplied by $30.0 million. As of September 30, 2021, current forecasted performance is expected to exceed 60%.

7

The Company will accrue interest on the remaining holdback of $5.5 million, after the net working capital true-up of $0.5 million, through the 15-month anniversary of the closing date in interest expense, net in the condensed consolidated statement of comprehensive income.

Under the terms of the Asset Purchase Agreement, the total consideration for the acquisition consisted of the following as of the acquisition date (in thousands):

Base purchase price	$	30,000
Net working capital true-up	(499)
Total Purchase Consideration	$	29,501

At the date of acquisition, the fair value of net tangible assets acquired approximated their carrying value. The non-compete agreements were valued using the income approach, and the customer relationships were valued using the multiple period excess earnings method. As such, all aforementioned intangible assets were valued using Level 3 inputs.

Goodwill resulting from the transaction constitutes the excess of the consideration paid over the fair values of the assets acquired and liabilities assumed and primarily represents the benefits of leveraging the exclusive publisher relationships in the business. This acquired goodwill is allocated to the Senior segment (which is also the reporting unit), and is not deductible for tax purposes after adding back acquisition costs and excluding the holdback not yet paid.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

Description	Estimated Life	Amount
Accounts receivable		$	1,301
Total tangible assets acquired		1,301
Non-compete agreements	5 years	1,000
Vendor relationships	9 years	23,700
Goodwill	Indefinite	3,500
Total intangible assets acquired		28,200
Net Assets Acquired		$	29,501

The Company will amortize the intangible assets acquired on a straight-line basis over their estimated remaining lives, ranging from five to nine years.    

Express Med Pharmaceuticals—On April 30, 2021, the Company acquired 100% of the outstanding shares of Express Med Pharmaceuticals, now branded SelectRx, a leading specialty pharmaceutical distributor, for an aggregate purchase price of up to $24.0 million (subject to customary adjustments), as set forth in the Stock Purchase Agreement dated April 30, 2021 (the "Stock Purchase Agreement"). The aggregate purchase price of up to $24.0 million is comprised of $17.5 million in cash paid at the closing of the transaction, an additional $2.5 million of holdback for indemnification claims, if any, and an earnout of up to $4.0 million, if any. The primary purpose of the acquisition was to take advantage of the Company's technology and customer base to facilitate better patient care through coordination of strategic, value-based care partnerships. The Company recorded $0.3 million of acquisition-related costs in general and administrative operating costs and expenses in the condensed consolidated statement of

8

comprehensive income. In addition, as a result of the acquisition, the Company has entered into an operating lease with a related party. Refer to Note 6 in the condensed consolidated financial statements for further details.

The earnout of up to $4.0 million is comprised of two separate provisions. The first provision provides for an earnout of up to $3.0 million and is contingent upon achievement of the following within the first 20 months following the acquisition: facility updates that would allow for processing a minimum of 75,000 active patients, the issuance of pharmacy licenses in all 50 states, and active patients of 15,000 or more. The second provision provides for an earnout of up to $1.0 million and is contingent upon achievement of the following within 36 months following the acquisition: construction of a new facility to accommodate the servicing of additional active patients or 75,000 or more active patients as of the last day of any month prior to the end of the second earnout provision period or as of the end of the second earnout provision period. As the earnout payment is contingent upon continued employment of certain individuals, the Company will recognize the earnout as compensation expense in general and administrative operating costs and expenses in the condensed consolidated statement of comprehensive income in the period in which it is earned. As of September 30, 2021, the Company has not accrued an earnout payment based on performance to date. The $2.5 million of holdback will be due upon the 15-month anniversary of the closing date of the acquisition.

Under the terms of the Stock Purchase Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands):

Base purchase price	$	20,000
Net working capital true-up	(483)
Closing cash	20
Total purchase consideration	$	19,537

At the date of acquisition, the fair value of net tangible assets acquired, excluding property and equipment, approximated their carrying value. The property and equipment was valued primarily using the cost and sales comparison approach to value. For the proprietary software acquired, the replacement cost method under the cost approach was used, estimating the cost to rebuild the software. The non-compete agreement was valued using the income approach, and the customer relationships were valued using the multiple period excess earnings method. As such, all aforementioned intangible assets were valued using Level 3 inputs.

Goodwill resulting from the transaction constitutes the excess of the consideration paid over the fair values of the assets acquired and liabilities assumed and primarily represents the additional value of the synergies of combining the SelectRx business with the Company's technology and existing customer base. This acquired goodwill is allocated to the Senior segment (which is also the reporting unit), and the Company expects approximately $16.3 million to be deductible for tax purposes after adding back acquisition costs and excluding the holdback not yet paid.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

9

Description	Estimated Life	Amount
Cash and cash equivalents		$	20
Accounts receivable		613
Other current assets		28
Property and equipment, net		287
Accounts payable		(280)
Accrued expenses, including compensation and benefits		(45)
Net tangible assets acquired		623
Proprietary Software	3 years	550
Non-compete agreements	5 years	100
Customer relationships	1 year	200
Goodwill	Indefinite	18,064
Total intangible assets acquired		18,914
Net assets acquired		$	19,537

The Company will amortize the intangible assets acquired on a straight-line basis over their estimated remaining lives, ranging from one to five years.    

Simple Meds—On August 31, 2021, SelectRx acquired 100% of the outstanding equity interests of Simple Meds, a full-service pharmaceutical distributor, for an aggregate purchase price of $7.0 million (subject to customary adjustments), as set forth in the Membership Interest Purchase Agreement dated August 31, 2021. The aggregate purchase price of $7.0 million was paid in cash at the closing of the transaction. The primary purpose of the acquisition was to accelerate the expansion of the prescription drug management business by combining the operations and existing infrastructure of Simple Meds into that of SelectRx.

Under the terms of the Membership Interest Purchase Agreement, total consideration in the acquisition consisted of the following as of the acquisition date (in thousands):

Base purchase price	$	7,000
Net working capital true-up	347
Closing cash	61
Total purchase consideration	$	7,408

At the date of acquisition, the fair value of net tangible assets acquired approximated their carrying value. The customer relationships were valued using the multiple period excess earnings method, and as such, were valued using Level 3 inputs.

Goodwill resulting from the transaction constitutes the excess of the consideration paid over the fair values of the assets acquired and liabilities assumed and primarily represents the additional value of the synergies of combining the Simple Meds business with the Company's technology and existing customer base. This acquired goodwill is allocated to the Senior segment (which is also the reporting unit), and the Company expects approximately $5.6 million to be deductible for tax purposes after adding back acquisition costs.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):

10

Description	Estimated Life	Amount
Cash and cash equivalents		$	61
Accounts receivable		634
Other current assets		474
Property and equipment, net		415
Accounts payable		(259)
Net tangible assets acquired		1,325
Customer relationships	1 year	370
Goodwill	Indefinite	5,713
Total intangible assets acquired		6,083
Net assets acquired		$	7,408

From the date of acquisition, August 31, 2021, through September 30, 2021, Simple Meds generated $1.0 million of mail order prescription revenue.

3.PROPERTY AND EQUIPMENT—NET

Property and equipment—net consisted of the following:

(in thousands)	September 30, 2021		June 30, 2021
Computer hardware	$	20,569	$	13,351
Machinery and equipment(1)	3,091		2,667
Leasehold improvements	18,525		18,525
Furniture and fixtures	5,134		5,004
Work in progress	10,221		7,220
Total	57,540		46,767
Less accumulated depreciation	(19,015)		(17,257)
Property and equipment—net	$	38,525	$	29,510

(1) Includes financing lease right-of-use assets.

Work in progress as of September 30, 2021 and June 30, 2021, primarily represents computer equipment and machinery not yet put into service and not yet being depreciated. Depreciation expense for the three months ended September 30, 2021 and 2020, was $2.1 million and $1.6 million, respectively.

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4.SOFTWARE—NET

Software—net consisted of the following:

(in thousands)	September 30, 2021		June 30, 2021
Software	$	19,956	$	16,530
Work in progress	3,435		3,826
Total	23,391		20,356
Less accumulated amortization	(9,127)		(7,745)
Software—net	$	14,264	$	12,611

Work in progress as of September 30, 2021 and June 30, 2021, primarily represents costs incurred for software not yet put into service and are not yet being amortized. For the three months ended September 30, 2021 and 2020, the Company capitalized internal-use software and website development costs of $2.4 million and $1.6 million, respectively, and recorded amortization expense of $1.4 million and $0.9 million, respectively.

5.INTANGIBLE ASSETS AND GOODWILL

Intangible assets—The Company's intangible assets include those acquired as part of the acquisitions listed in the table below (refer to Note 2 to the condensed consolidated financial statements for further details). The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. During the three months ended September 30, 2021 and 2020, there were no such indicators.

Goodwill—The Company recorded as goodwill the excess of the purchase price over the estimated fair values of identifiable assets and liabilities acquired as part of the acquisitions listed in the table below (refer to Note 2 to the condensed consolidated financial statements for further details). There were no goodwill impairment charges recorded during the three months ended September 30, 2021 and 2020.

Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date and becomes identified with that reporting unit in its entirety. As such, the reporting unit as a whole supports the recovery of its goodwill. For the following acquisitions, the reporting units to which goodwill has been assigned and the associated reportable segments are as follows:

Acquisition	Reporting Unit	Reportable Segment
Auto & Home-controlling interest	Auto & Home	Auto & Home
InsideResponse	Senior	Senior
Lead distribution company	Senior	Senior
Express Med Pharmaceuticals	Senior	Senior
Simple Meds	Senior	Senior

The carrying amounts, accumulated amortization, net carrying value, and weighted average remaining life of our definite-lived amortizable intangible assets as well as our goodwill are presented in the tables below (dollars in thousands, useful life in years):

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	September 30, 2021							June 30, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-Average Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-Average Remaining Useful Life
Total intangible assets subject to amortization
Customer relationships	$	17,492	$	(4,093)	$	13,399		$	17,122	$	(3,448)	$	13,674
Trade name	2,680		(759)		1,921			2,680		(625)		2,055
Proprietary software	1,592		(484)		1,108			1,592		(382)		1,210
Non-compete agreements	1,292		(232)		1,060			1,292		(163)		1,129
Vendor relationships	23,700		(1,756)		21,944			23,700		(1,098)		22,602
Total intangible assets	$	46,756	$	(7,324)	$	39,432	6.9	$	46,386	$	(5,716)	$	40,670	7.1
Total indefinite-lived assets
Goodwill-Auto & Home					$	5,364						$	5,364
Goodwill-Senior					68,368							62,655
Total goodwill					$	73,732						$	68,019

For the three months ended September 30, 2021 and 2020, amortization expense related to intangible assets totaled $1.6 million and $0.8 million, respectively.

Changes in the balance of goodwill for the three months ended September 30, 2021, are as follows (in thousands):

Balance, June 30, 2021	$	68,019
Goodwill from the acquisition of Simple Meds	5,713
Balance, September 30, 2021	$	73,732

As of September 30, 2021, expected amortization expense in future fiscal periods is as follows (in thousands):

	Trade Name		Proprietary Software		Non-compete agreements		Vendor Relationships		Customer relationships		Total
Remainder fiscal 2022	$	402	$	331	$	213	$	1,975	$	2,139	$	5,060
2023	536		339		273		2,633		2,385		6,166
2024	536		308		220		2,633		2,319		6,016
2025	447		130		220		2,633		2,316		5,746
2026	—		—		134		2,633		2,313		5,080
Thereafter	—		—		—		9,437		1,927		11,364
Total	$	1,921	$	1,108	$	1,060	$	21,944	$	13,399	$	39,432

6.LEASES

The majority of the Company’s leases are operating leases related to office space for which the Company recognizes lease expense on a straight-line basis over the respective lease term. The Company leases office facilities in the United States in San Diego, California; Centennial, Colorado; Jacksonville, Florida; Overland Park, Kansas; Wilmington, North Carolina; Des Moines, Iowa; Oakland, California; Indianapolis, Indiana; and Monaca, Pennsylvania. (SelectRx leases the Monaca, PA operating facility from a related party. Over the term of the lease, the Company expects to incur $3.6 million in total rental payments over the initial ten-year term plus an additional

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five-year extension option that it is reasonably certain to exercise.) The Company's operating leases have remaining lease terms of less than one year to fifteen years.

Lease Costs—The components of lease costs were as follows periods presented:

	Three Months Ended September 30,
(in thousands)	2021		2020
Finance lease costs(1)	$	42	$	66
Operating lease costs(2)	2,011		1,927
Short-term lease costs	13		67
Variable lease costs(3)	213		265
Sublease income	(337)		(65)
Total net lease costs	$	1,942	$	2,260

(1) Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in operating costs and expenses and interest expense, net in the condensed consolidated statements of comprehensive income.

(2) Recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income.

(3) Variable lease costs are not included in the measurement of the lease liability or right-of-use asset as they are not based on an index or rate and primarily represents common area maintenance charges and real estate taxes recorded in operating costs and expenses in the condensed consolidated statements of comprehensive income.

Maturities of Lease Liabilities—As of September 30, 2021, remaining maturities of lease liabilities for each of the next five fiscal years and thereafter are as follows:

(in thousands)	Operating leases		Finance leases		Total
Remainder fiscal 2022	6,938		146		7,084
2023	8,745		27		8,772
2024	9,085		—		9,085
2025	9,098		—		9,098
2026	6,881		—		6,881
2027	5,502		—		5,502
Thereafter	12,034		—		12,034
Total undiscounted lease payments	58,283		173		58,456
Less: interest	15,742		5		15,747
Present value of lease liabilities	$	42,541	$	168	$	42,709

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7.DEBT

Debt consisted of the following:

(in thousands)	September 30, 2021		June 30, 2021
Term Loans	$	471,912	$	471,912
Unamortized debt issuance costs on Term Loans	(3,775)		(4,081)
Unamortized debt discount on Term Loans	(5,945)		(6,428)
Total debt	462,192		461,403
Less current portion of long-term debt:	(3,540)		(2,360)
Long-term debt	$	458,652	$	459,043

On November 5, 2019, the Company entered into a credit agreement with UMB Bank N.A. ("UMB") as a lender and revolving agent and Morgan Stanley Capital Administrators, Inc. ("Morgan Stanley") as a lender and the administrative agent for a syndicate of lenders party to the agreement. On February 24, 2021, the Company entered into the First Amendment to the credit agreement (the "First Amendment", together with the original credit agreement and any subsequent amendments, the "Senior Secured Credit Facility") with certain of its existing lenders and Morgan Stanley as administrative agent. The Senior Secured Credit Facility provides for (1) a secured revolving loan facility with UMB in an aggregate principal amount of up to $75.0 million (the "Revolving Credit Facility"), (2) a senior secured term loan facility in an aggregate principal amount of $656.0 million (the "Term Loans"), and (3) a $145.0 million senior secured delayed draw term loan facility (the "DDTL Facility"). As of September 30, 2021, the borrowing capacities under the Revolving Credit Facility and DDTL Facility were $75.0 million and $145.0 million, respectively, and the aggregate principal amount of Term Loans outstanding was $471.9 million.

The Revolving Credit Facility accrues interest on amounts drawn at a rate per annum equal to either (a) LIBOR plus 4.0% or (b) a base rate plus 3.0%, at the Company’s option, and the Company pays an unused commitment fee of 0.15% in respect of the unutilized commitments under the Revolving Credit Facility. The Term Loans and any loans under the DDTL Facility bear interest on the outstanding principal amount thereof at a rate per annum equal to either (a) LIBOR (subject to a floor of 0.75%) plus 5.00% or (b) a base rate plus 4.00%, at the Company’s option, and the Company pays a ticking fee based on the average daily balance of the unused amount of the aggregate DDTL Facility commitments during the preceding fiscal quarter, multiplied by 1% per annum. The Senior Secured Credit Facility has a maturity date of November 5, 2024, with the Term Loans being mandatorily repayable beginning March 31, 2022, in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the Term Loans, with the remaining balance payable on the maturity date. The DDTL Facility may be drawn from time to time, subject to certain conditions, during the first twelve months following the date of the First Amendment of February 24, 2021. The Senior Secured Credit Facility contains customary affirmative and negative covenants and events of default and a financial covenant requiring the Company and certain of its subsidiaries to maintain a minimum asset coverage ratio. As of September 30, 2021, the Company was in compliance with all of the required covenants. The obligations of the Company are guaranteed by certain of the Company’s subsidiaries and secured by a security interest in all assets of the Company, subject to certain exceptions.

The Company has incurred a total of $19.7 million in debt issuance costs and debt discounts related to the Senior Secured Credit Facility, and the remaining unamortized balance is being amortized on a straight-line basis over the remaining life of the Senior Secured Credit Facility. Total amortization was $0.9 million and $0.8 million for the three months ended September 30, 2021 and 2020, respectively, which was included in interest expense, net in the Company’s condensed consolidated statements of comprehensive income.

On November 2, 2021, the Company entered into the Second Amendment to the Senior Secured Credit Facility (the "Second Amendment") with certain of its existing lenders. The Second Amendment amends the Senior Secured Credit Facility to provide for an additional $25.0 million and $200.0 million under the Revolving Credit Facility and the DDTL Facility, respectively, of which $100.0 million must be drawn on the DDTL Facility by

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January 31, 2022, but only after the current unused $145.0 million DDTL Facility has been drawn. The remaining $100.0 million may be drawn from time to time, subject to certain conditions, during the first fifteen months following the date of the Second Amendment of November 2, 2021. As of November 5, 2021, the borrowing capacities under the Revolving Credit Facility and DDTL Facility are $100.0 million and $345.0 million, respectively, and the aggregate principal amount of Term Loans outstanding is $471.9 million.

The Company uses derivative financial instruments to hedge against its exposure to fluctuations in interest rates associated with the Term Loans. As of September 30, 2021, the Company had an outstanding receive-variable, pay-fixed interest rate swap on the notional amount of $325.0 million of the Company’s total outstanding Term Loans balance with a fixed rate of 5.00% plus 1.03% (the "Amended Interest Rate Swap"), which terminates on November 5, 2024. The Company classifies its Amended Interest Rate Swap as a Level 2 on the fair value hierarchy as the majority of the inputs used to value it primarily includes other than quoted prices that are observable, and it uses standard calculations and models that use readily observable market data as their basis. As of September 30, 2021, the Company estimates that $0.9 million will be reclassified into interest expense during the next twelve months.

8.COMMITMENTS AND CONTINGENCIES

Lease Obligations—Refer to Note 6 to the condensed consolidated financial statements for commitments related to our operating leases.

Legal Contingencies and Obligations—From time to time, the Company is subject to legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.

On August 17, 2021, a putative securities class action lawsuit was filed against the Company and two of its executive officers in the U.S. District Court for the Southern District of New York. The complaint, captioned Hartel v. SelectQuote, Inc., et al., Case No. 1:21-cv-06903, asserts securities fraud claims on behalf of a putative class of plaintiffs who purchased or otherwise acquired shares of the Company’s common stock between February 8, 2021 and May 11, 2021 (the "Hartel Relevant Period"). Specifically, the complaint alleges the defendants violated Sections 10(b) and 20(a) and Rule 10b-5 of the Exchange Act by making materially false and misleading statements and failing to disclose material adverse facts about the Company’s business, operations, and prospects, allegedly causing the Company’s common stock to trade at artificially inflated prices during the Hartel Relevant Period. The plaintiffs seek unspecified damages and reimbursement of attorneys’ fees and certain other costs.

On October 7, 2021, a putative securities class action lawsuit was filed in the U.S. District Court for the Southern District of New York against the Company, two of its executive officers, and six current or former members of the Company’s Board of Directors, along with the underwriters of the Company’s initial public offering of common stock (the "Offering"). The complaint, captioned West Palm Beach Police Pension Fund v. SelectQuote, Inc., et al., Case No. 1:21-cv-08279, asserts claims for securities law violations on behalf of a putative class of plaintiffs who purchased shares of the Company’s common stock (i) in or traceable to the Offering or (ii) between May 20, 2020 and August 25, 2021 (the "WPB Relevant Period"). Specifically, the complaint alleges the defendants violated Sections 10(b) and 20(a) and Rule 10b-5 of the Exchange Act by making materially false and misleading statements and failing to disclose material adverse facts about the Company’s financial well-being and prospects, allegedly causing the Company’s common stock to trade at artificially inflated prices during the WPB Relevant Period. The complaint also alleges the defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act by making misstatements and omissions of material facts in connection with the Offering, allegedly causing a decline in the value of the Company’s common stock. The plaintiffs seek unspecified damages, rescission, and reimbursement of attorneys’ fees and certain other costs.

The Company believes the allegations in the complaints are without merit and intends to defend the cases vigorously. Accordingly, we currently believe that these matters will not have a material adverse effect on any of our

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results of operations, financial condition or liquidity. However, depending on how the matters progress, they could be costly to defend and could divert the attention of management and other resources from operations. The Company has not concluded that a loss related to these matters is probable and, therefore, has not accrued a liability related to these matters.

9.SHAREHOLDERS' EQUITY

Common Stock—As of September 30, 2021, the Company has reserved the following authorized, but unissued, shares of common stock:

Employee Stock Purchase Plan ("ESPP")	1,253,575
Stock awards outstanding under 2020 Plan	3,569,723
Stock awards available for grant under 2020 Plan	10,784,650
Options outstanding under 2003 Plan	1,773,725
Options available for grant under 2003 Plan	—
Total	17,381,673

Share-Based Compensation Plans

The Company has awards outstanding from two share-based compensation plans: the 2003 Stock Incentive Plan (the "2003 Stock Plan") and the 2020 Omnibus Incentive Plan (the "2020 Stock Plan" and, collectively with the 2003 Stock Plan, the "Stock Plans"). However, no further awards will be made under the 2003 Stock Plan. The Company's Board of Directors adopted, and shareholders approved, the 2020 Stock Plan in connection with the IPO, which provides for the grant of incentive stock options ("ISO's"), nonstatutory stock options ("NSO's"), stock appreciation rights, restricted stock awards, restricted stock unit awards ("RSU's"), performance-based restricted stock units ("PSU's"), and other forms of equity compensation (collectively, "stock awards"). All awards may be granted to employees, non-employee directors, and consultants of the Company and its subsidiaries and affiliates except for ISO's, which can only be granted to current employees of the Company.

The number of shares of common stock available for issuance as of September 30, 2021, pursuant to future awards under the Company's 2020 Stock Plan is 10,784,650. The number of shares of the Company's common stock reserved under the 2020 Stock Plan is subject to an annual increase on the first day of each fiscal year, beginning on July 1, 2021, equal to 3% of the total outstanding shares of common stock as of the last day of the immediately preceding fiscal year. The maximum number of shares of common stock that may be issued upon the exercise of ISO's will be 4,000,000. The shares of common stock covered by any award (including any award granted pursuant to the 2003 Stock Plan) that is forfeited, terminated, expired, or lapsed without being exercised or settled for cash will again become available for issuance under the 2020 Stock Plan. With respect to any award, if the exercise price and/or tax withholding obligations are satisfied by delivering shares to the Company (by actual delivery or attestation), or if the exercise price and/or tax withholding obligations are satisfied by withholding shares otherwise issuable pursuant to the award, the share reserve shall nonetheless be reduced by the gross number of shares subject to the award.

The Company accounts for its share-based compensation awards in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718") which requires all share-based compensation to be recognized in the income statement based on fair value and applies to all awards granted, modified, canceled, or repurchased after the effective date.

Total share-based compensation for stock awards included in general and administrative expense in our condensed consolidated statements of comprehensive income was as follows for the periods presented:

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	Three Months Ended September 30,
(in thousands)	2021		2020
Share-based compensation related to:
Equity classified stock options	$	740	$	362
Equity classified RSU's	953		415
Equity classified PSU's	392		128
Total	$	2,085	$	905

Stock Options—The stock options outstanding under the 2003 Stock Plan vest as to one-third after the vesting commencement date and as to 1/24 of the remaining shares subject to the stock option monthly thereafter, subject to the award recipient’s continued employment through the applicable vesting date. Upon a termination of employment for any reason other than for "Cause" (as defined in the 2003 Stock Plan), any unvested and outstanding stock options would generally be forfeited for no consideration, and any vested and outstanding stock options would remain exercisable for 90 days following the date of termination (and, in the case of a termination of employment due to death or disability, for 12 months following the date of termination). Stock options expire 10 years from the date of grant. The terms for ISO's and NSO's awarded in the 2020 Stock Plan are the same as in the 2003 Stock Plan with the exception that the options generally shall vest and become exercisable in four equal installments on each of the first four anniversaries of the grant date, subject to the award recipient’s continued employment through the applicable vesting date. Stock options are granted with an exercise price that is no less than 100% of the fair market value of the underlying shares on the date of the grant.

The fair value of each option (for purposes of calculation of share-based compensation expense) is estimated using the Black-Scholes-Merton option pricing model that uses assumptions determined as of the date of the grant. Use of this option pricing model requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them ("expected term"), the estimated volatility of the Company's common stock price over the expected term ("volatility"), the number of options that will ultimately not complete their vesting requirements ("assumed forfeitures"), the risk-free interest rate that reflects the interest rate at grant date on zero-coupon United States governmental bonds that have a remaining life similar to the expected term ("risk-free interest rate"), and the dividend yield assumption which is based on the Company's dividend payment history and management's expectations of future dividend payments ("dividend yield"). Changes in the subjective assumptions can materially affect the estimate of the fair value of share-based compensation and, consequently, the related amount recognized in the condensed consolidated statements of comprehensive income.

The Company used the following weighted-average assumptions for the stock options granted during the periods presented below:

	Three Months Ended September 30,
	2021	2020
Volatility	30.0%	25.0%
Risk-free interest rate	0.9%	0.3%
Dividend yield	—%	—%
Assumed forfeitures	—%	—%
Expected term (in years)	6.25	6.25
Weighted-average fair value (per share)	$5.52	$4.84

The following table summarizes stock option activity under the Stock Plans for the three months ended September 30, 2021:

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	Number of Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (in Thousands)
Outstanding—June 30, 2021	3,398,513	$	8.61
Options granted	1,228,282	17.69
Options exercised	(284,713)	4.27
Options forfeited/expired/cancelled	(15,728)	17.85
Outstanding—September 30, 2021	4,326,354	$	11.42	6.97	$	21,218
Vested and exercisable—September 30, 2021	2,044,608	$	3.76	4.33	$	20,813

As of September 30, 2021, there was $11.0 million in unrecognized compensation cost related to unvested stock options granted, which is expected to be recognized over a weighted-average period of 3.33 years.

The Company received cash of $2.2 million and $0.3 million in connection with stock options exercised during the three months ended September 30, 2021 and 2020, respectively.

Restricted Stock—The following table summarizes restricted stock unit activity under the 2020 Stock Plan for the three months ended September 30, 2021:

	Number of Restricted Stock Units	Weighted-Average Grant Date Fair Value
Unvested as of June 30, 2021	356,285	$	19.12
Granted	393,483	17.83
Vested	(53,761)	17.95
Cancelled	(7,914)	17.94
Unvested as of September 30, 2021	688,093	$	18.49

As of September 30, 2021, there was $11.3 million of unrecognized compensation cost related to unvested restricted stock units granted, which is expected to be recognized over a weighted-average period of 3.23 years.

Performance Stock—The following table summarizes performance stock unit activity under the 2020 Stock Plan for the three months ended September 30, 2021:

	Number of Performance Stock Units	Weighted-Average Grant Date Fair Value
Unvested as of June 30, 2021	132,921	$	17.97
Granted	196,080	18.01
Vested	—	—
Cancelled	—	—
Unvested as of September 30, 2021	329,001	$	18.00

As of September 30, 2021, there was $4.8 million of unrecognized compensation cost related to unvested performance stock units granted, which is expected to be recognized over a weighted-average period of 2.55 years.

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ESPP—The purpose of the ESPP is to provide the Company's eligible employees with an opportunity to purchase shares of its common stock through accumulated payroll deductions at 95% of the fair market value on the exercise date, but no less than the lesser of 85% of the fair market value of a share of common stock on the date the offering period commences or 85% of the fair market value of the common stock on the exercise date. For the three months ended September 30, 2021, the Company issued 89,985 shares to its employees and as of September 30, 2021, there are 1,253,575 shares reserved for future issuance under the plan. The Company recorded share-based compensation expense of $0.1 million for the three months ended September 30, 2021, and recorded no share-based compensation expense with respect to the ESPP for the three months ended September 30, 2020.

10.REVENUES FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue from Contracts with Customers—The disaggregation of revenue by segment and product is depicted for the periods presented below, and is consistent with how the Company evaluates its financial performance:

	Three Months Ended September 30,
(in thousands)	2021		2020
Senior:
Commission revenue:
Medicare advantage	$	80,083	$