SelectQuote Inc.

11/06/2025 | Press release | Distributed by Public on 11/06/2025 15:03

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and result of operations together with our condensed consolidated financial statements and footnotes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions, and projections about our industry, business and future financial results. Please refer to a discussion of the Company's forward-looking statements and associated risks in "Cautionary Note Regarding Forward-Looking Statements" in our 2025 Annual Report. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled "Risk Factors" in our 2025 Annual Report and in Part II, Item 1A hereof.
Company Overview
SelectQuote, Inc. (together with its subsidiaries, "SelectQuote", the "Company", "we", "us") is a leading technology-enabled, direct-to-consumer ("DTC") distribution and engagement platform for selling insurance policies and healthcare services.
In recent years, we have increasingly focused on expanding our healthcare services platform as a natural extension of our core Senior distribution insurance business. This strategic shift reflects our prioritization of higher-growth opportunities in areas such as pharmacy services and chronic care management through offerings like SelectRx and SelectPatient Management ("SPM"). At the same time, we have de-emphasized production within our Auto & Home distribution insurance business, which no longer represents a core area of focus. Our strategy is focused on delivering more comprehensive and personalized healthcare solutions that meet the evolving needs of our senior customers.
Our insurance distribution business, which has operated continuously for over 40 years, allows consumers to transparently and conveniently shop for senior health, life, and automobile and home insurance policies from a curated panel of the nation's leading insurance carriers. As an insurance distributor, we do not insure the consumer, but rather identify consumers looking to acquire insurance products and place these consumers with insurance carrier partners that provide these products. In return, we earn commissions from our insurance carrier partners for the policies we sell on their behalf. Our proprietary technology platform integrates artificial intelligence and data science based machine learning models to analyze and identify high-quality consumer leads from diverse online and offline channels, such as digital marketing, radio, television, and third-party partnerships. Leveraging over 40 years of accumulated data and advanced predictive analytics, our technology dynamically optimizes marketing spend in real-time. Our intelligent workflow system instantly evaluates each acquired lead, routing it efficiently to the most suitable sales agent based on consumer needs and agent expertise. Our platform then captures and utilizes our experience to further build upon the millions of data points that feed our marketing algorithms, further enhancing our ability to deploy subsequent marketing dollars efficiently and target more high-quality consumer leads. We have built our business model to maximize commissions collected over the life of an approved policy, a metric we refer to as " lifetime value of commissions" or "LTV", which is a key component to our overall profitability.
Our proprietary routing and workflow system is a key competitive advantage and driver of our business performance. Our systems analyze and intelligently route consumer leads to agents and allow us to monitor, segment, and enhance our agents' performance. This technological advantage also allows us to rapidly conduct a needs-based, tailored analysis for each consumer that maximizes sales, enhances customer retention, and ultimately maximizes LTVs. Our expertise and value add stems from the coupling of our technology with our skilled agents, which provides greater transparency in pricing and choiceand an overall better consumer experience. When customers are satisfied, their propensity to switch policies decreases, thereby improving retention rates ("persistency"), increasing LTVs and, ultimately, optimizing our financial performance and shareholder value.
SelectQuote has a long history of successful DTC product distribution and consumer engagement, and we bring this same capability to healthcare services. We saw a large opportunity to leverage our existing customer base and distribution model to improve education and access to healthcare services for our senior consumers and to create value for our shareholders and insurance carrier partners. SelectQuote's value lies in our ability to engage the consumer, capture critical self-reported information in real-time, and then take action on that information to offer each consumer personalized solutions. Our healthcare services business seeks to provide consumers with a wide breadth of products supporting their needs, such as SelectRx, our Patient-Centered Pharmacy HomeTMaccredited pharmacy, which has already demonstrated SelectQuote's ability to leverage our strong consumer engagement to drive immediate value using our existing operational infrastructure. Whether through acquisitions or new partnerships, we continue to look for more opportunities to leverage our strengths to expand our healthcare services business.
We evaluate our business using the following three reportable segments:
Senior was launched in 2010 and provides unbiased comparison shopping for Medicare Advantage ("MA") and Medicare Supplement ("MS") insurance plans as well as prescription drug and dental, vision, and hearing ("DVH") plans, and critical illness products. We represent approximately 25 leading, nationally-recognized insurance carrier partners, including UHC, Humana, Aetna, and Wellcare. MA and MS plans accounted for 82%, and 88%, of our approved Senior policies for the three months ended September 30, 2025, and 2024, respectively, with other ancillary type policies accounting for the remainder.
Healthcare Services, launched in 2021, offers various health-related products and services through SelectRx, Healthcare Select, and SPM. SelectRx offers essential prescription medications, over-the-counter ("OTC") medications, customized medication packaging, and medication therapy management, providing long-term pharmacy care that enables patients to optimize medication adherence to drive positive health outcomes, while enabling patients managing polypharmacy and multiple chronic conditions to remain at home. Through Healthcare Select, we utilize our excellent consumer engagement capabilities to capture valuable self-reported information in real-time for our insurance carrier partners by completing health risk and lifestyle assessments. We then use that data to take a real-time, proactive, and personalized approach to offer various health-related products and services to the consumer, such as our pharmacy services from SelectRx. In 2024, we launched SPM, via a $4.0 million acquisition of an existing chronic care management platform, which offers providers, payers, and Accountable Care Organizations scalable, technology-enhanced services for patients living with chronic conditions. Through consistent, trust-based patient engagement, SPM helps patients navigate the care continuum, focusing on non-clinical factors so physicians can focus on the more critical needs of their patients. We believe that offering these services enables healthcare to be more accessible, convenient, and personalized for our members.
Life is one of the country's largest and most established DTC insurance distributors for term life insurance, having sold over 2.6 million policies nationwide since our founding in 1985. Our platform provides unbiased comparison shopping for life insurance products such as term life, final expense, and other ancillary products like critical illness, accidental death, and juvenile insurance. We represent approximately 20 leading, nationally-recognized insurance carrier partners, with many of these relationships exceeding 15 years. Term life policies accounted for 40%, and 38% of new premium within the Life segment for the three months ended September 30, 2025 and, 2024, respectively, with final expense policies accounting for 60%, and 62% for the three months ended September 30, 2025, and 2024, respectively.
Our other operations which do not meet the criteria to be a separate reportable segment are consolidated and reported as "All other" which represents a shopping platform for auto, home, and specialty insurance lines.
The three months ended September 30, referenced throughout the commentary below refers to the first quarter and fiscal year-to-date performance of our fiscal years ending on June 30, 2026 and 2025.
Key Business and Operating Metrics by Segment
In addition to traditional financial metrics, we rely upon certain business and operating metrics to estimate and recognize revenue, evaluate our business performance, and facilitate our operations. In Senior, our primary product, Medicare Advantage, pays us flat commission rates based on the number of policies we sell on behalf of our insurance carrier partners. Therefore, we have determined that units and unit metrics are the most appropriate measures to evaluate the performance of Senior. For Healthcare Services, our primary source of revenue is pharmacy revenue from SelectRx, so the total number of SelectRx members and the prescriptions shipped per day are the most appropriate measures used to evaluate the performance of Healthcare Services as these metrics drive top-line revenue. In Life, we are typically paid a commission that is a percent of the premium that we generate for our insurance carrier partners. Therefore, we have determined that premium-based metrics are the most relevant measures to evaluate the performance of the segment. Below are the most relevant business and operating metrics for each segment:
Senior
Submitted Policies
Submitted policies are counted when an individual completes an application with our licensed agent and provides authorization to them to submit it to the insurance carrier partner. The applicant may have additional actions to take before the application will be reviewed by the insurance carrier.
The following table shows the number of submitted policies for the periods presented:
Three Months Ended September 30,
2025 2024
Medicare Advantage 70,240 102,281
All other (1)
17,174 16,256
Total 87,414 118,537
(1) Represents the submitted policies for medicare supplement, dental, vision and hearing, prescription drug plan and other.
Total submitted policies for all products decreased 26%for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease was primarily driven by changes in regulations that limited special enrollment period eligibility and election opportunities for Medicare Advantage members outside of the standard AEP. These regulatory changes reduced the number of consumers eligible to switch or enroll in new plans during the three months ended September 30, 2025.
Approved Policies
Approved policies represents the number of submitted policies that were approved by our insurance carrier partners for the identified product during the indicated period. Not all approved policies will go in force.
The following table shows the number of approved policies for the periods presented:
Three Months Ended September 30,
2025 2024
Medicare Advantage 62,510 91,680
All other (1)
13,876 12,979
Total 76,386 104,659
(1) Represents the approved policies for medicare supplement, dental, vision and hearing, prescription drug plan and other.
In general, the relationship between submitted policies and approved policies has been steady over time. Therefore, factors impacting the number of submitted policies also impact the number of approved policies.
Total approved policies for all products decreasedby 27%for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, which correlates to the decrease in submitted policies.
Lifetime Value of Commissions per Approved Policy
The lifetime value of commissions (the "LTV") per approved policy represents commissions estimated to be collected over the estimated life of an approved policy based on multiple factors, including but not limited to, contracted commission rates, carrier mix, and expected policy persistency with applied constraints. The LTV per approved policy is equal to the sum of the commission revenue due upon the initial sale of a policy, and when applicable, an estimate of future renewal commissions. The estimate of the future renewal commissions is determined using contracted renewal commission rates, which does not include marketing development funds or production bonuses, constrained by a persistency-adjusted 10-year renewal period based on a combination of our historical experience and available insurance carrier historical experience to estimate renewal revenue only to the extent probable that a significant reversal in revenue would not be expected to occur. These factors may result in varying values from period to period. The LTV per approved policy represents commissions only from policies sold during the period; it does not include any updated estimates of prior period variable consideration based on actual policy renewals in the current period.
The following table shows the LTV per approved policy for the periods presented:
Three Months Ended September 30,
2025 2024
Medicare Advantage $ 769 $ 812
All other (1)
133 165
(1) Represents the weighted average LTV per approved policy.
The LTV per MA approved policy decreased 5%for the three months ended September 30, 2025, compared to the three months ended September 30, 2024,primarily due to carrier mix and specific carriers shifting away from upfront payment contracts, combined with deterioration in persistency due to recent plan terminations.
Healthcare Services
The total number of SelectRx members represents the amount of active customers to which an order has been shipped and the prescriptions per day represents the total average prescriptions shipped per business day. These two metrics are the primary drivers of revenue for Healthcare Services.
SelectRx Members
The following table shows the total number of SelectRx members as of the date presented:
September 30, 2025 September 30, 2024
Total SelectRx Members 106,914 86,521
The total number of SelectRx members increasedby 24%as of September 30, 2025, compared to September 30, 2024, due to our strategy to grow SelectRx membership.
Prescriptions Per Day
The following table shows the average prescriptions shipped per day for the periods presented:
Three Months Ended September 30,
2025 2024
Prescriptions Per Day
31,378 24,998
Life
Life premium represents the total premium value for all policies that were approved by the relevant insurance carrier partner and for which the policy document was sent to the policyholder and payment information was received by the relevant insurance carrier partner during the indicated period. Because our commissions are earned based on a percentage of total premium, total premium volume for a given period is the key driver of revenue for Life.
The following table shows term and final expense premiums for the periods presented:
Three Months Ended September 30,
(in thousands): 2025 2024
Term Premiums $ 19,443 $ 15,218
Final Expense Premiums 29,429 24,473
Total $ 48,872 $ 39,691
Total term premiums increased 28% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, due to a 12% increase in the average premium per policy sold and a 13% increase in the number of policies sold. Final expense premiums increased 20% for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, due to a 1% increase in the average premium per policy sold and a 19% increase in the number of policies sold.
Key Components of our Results of Operations
The following table sets forth our operating results and related percentage of total revenues for the periods presented:
Three Months Ended September 30,
(in thousands) 2025 2024
Revenue
Commissions and other services
$ 110,267 34 % $ 139,380 48 %
Pharmacy 218,544 66 % 152,883 52 %
Total revenue 328,811 100 % 292,263 100 %
Operating costs and expenses
Cost of commissions and other services revenue 69,101 21 % 65,733 22 %
Cost of goods sold-pharmacy revenue 192,779 59 % 129,524 44 %
Marketing and advertising 61,947 19 % 63,764 22 %
Selling, general, and administrative 35,819 11 % 36,145 12 %
Technical development 9,911 3 % 9,074 3 %
Total operating costs and expenses 369,557 113 % 304,240 103 %
Loss from operations
(40,746) (12) % (11,977) (4) %
Interest expense, net (11,808) (4) % (23,031) (8) %
Change in fair value of warrant liabilities
15,036 5 % - - %
Other expense, net
(145) - % (12) - %
Loss before income tax expense (benefit)
(37,663) (11) % (35,020) (12) %
Income tax expense (benefit)
(7,204) (2) % 9,526 3 %
Net loss
$ (30,459) (9) % $ (44,546) (15) %
Revenue
We earn revenue in the form of commission payments from our insurance carrier customers, for the initial year the insurance policy is in effect ("first year") and, where applicable, for each subsequent year the policy renews ("renewal year"), in addition to production bonuses and marketing development funds received from some insurance carriers. Production bonuses are based on attaining various predetermined target sales levels or other agreed upon objectives, whereas marketing development funds may or may not contain such predetermined targets and are used to purchase leads. These, along with other services revenue from Healthcare Services (excluding SelectRx revenue discussed below) and our lead generation business (of which the majority is eliminated as intersegment revenue), are presented in our condensed consolidated statements of comprehensive loss as commissions and other services revenue. Pharmacy revenue on the condensed consolidated statements of comprehensive loss includes revenue from the sale of prescription and OTC medication products from SelectRx.
Revenue is recognized at different milestones for Senior and Life and is based on the contractual enforceable rights, our historical experience, and established customer business practices. Other services revenues from our Healthcare Services segment (excluding SelectRx revenue discussed below) is recognized when the performance obligation has been met, which is at different times for our various services (e.g. the health risk and lifestyle assessments has been performed, a transfer has been made to a health-related partner, or SPM has provided care management services to a member), the transaction price is known based on volume and contractual prices, and we have no further performance obligations. Lead generation revenue is recognized when the generated lead is accepted by our customers, which is the point of sale, and we have no performance obligation after the delivery. Revenues generated from SelectRx are recognized upon shipment. At the time of shipment, we have performed all
of our performance obligations and control of the product has been transferred to the customer. There are no future revenue streams, or material variable consideration with respect to the implicit price concession for co-pays, as the transaction price is fixed at time of shipment, and any subsequent new order is its own performance obligation.
The following table presents our revenue for the periods presented and the percentage changes from the prior year:
Three Months Ended September 30, Percent Change
(dollars in thousands) 2025 2024
2025 vs. 2024
Commissions and other services
$ 110,267 $ 139,380 (21)%
Pharmacy 218,544 152,883 43%
Total revenue $ 328,811 $ 292,263 13%
Three Months Ended September 30, 2025 and 2024-Pharmacy revenue increased $65.7 million, or 43%, primarily due to the 24% increase in members due to the continued growth of the SelectRx business. Commission and other services revenue decreased $29.1 million, or 21%, for the three months ended September 30, 2025, primarily due to a $26.3 million, and $2.3 million decrease in Senior commissions revenue, and other services revenue, respectively. The decrease in Senior revenue, was driven by a 27% decrease in approved policies. This decrease was partially offset by a $7.4 million increase in Life revenue. The increase in Life revenue was primarily driven by a $3.6 million increase in final expense revenue due to a 19% increase in the number of policies sold.
Operating Costs and Expenses
Cost of Commissions and Other Services Revenue
Cost of commissions and other services revenue represents the direct costs associated with fulfilling our obligations to our customers in Senior, Life, and Healthcare Services (excluding SelectRx discussed below); primarily compensation, benefits, and licensing for sales agents, customer success agents, fulfillment specialists, and others directly engaged in serving customers. It also includes allocations for facilities, telecommunications, and software maintenance costs, which are all based on headcount. Facilities costs include rent and utilities expenses and other costs to maintain our office locations. Telecommunications and software maintenance costs includes costs related to the internal phone systems and various software applications that our agents use to make sales. These costs directly correlate to the number of agents we have as we are primarily charged based on per person usage for the phone systems and software applications.
The following table presents our cost of commissions and other services revenue for the periods presented and the percentage change from the prior year:
Three Months Ended September 30, Percent Change
(dollars in thousands) 2025 2024 2025 vs. 2024
Cost of commissions and other services revenue
$ 69,101 $ 65,733 5%
Three Months Ended September 30, 2025 and 2024-Cost of commissions and other service revenue increased $3.4 million, or 5%, for the three months ended September 30, 2025, primarily due to a $3.5 million increase in compensation costs and a $0.5 million increase in licensing fees, offset by $0.4 million increase in depreciation and amortization. The $3.5 million increase in compensation costs is primarily comprised of a $2.9
million increase in costs for sales and customer care agents in Life and a $0.2 million increase in costs for our sales and customer care agents in Senior.
Cost of Goods Sold-Pharmacy Revenue
Cost of goods sold-pharmacy revenue represents the direct costs associated with fulfilling pharmacy patient orders for SelectRx. Such costs primarily consist of medication costs and compensation costs for licensed pharmacists, pharmacy technicians, and other employees directly associated with fulfilling orders such as packaging and shipping clerks. It also includes shipping, supplies, other order fulfillment costs including part of the one-time customer onboarding costs, and certain facilities overhead costs such as rent, maintenance, and depreciation related to the pharmacy production process.
The following table presents our cost of goods sold-pharmacy revenue for the periods presented and the percentage change from the prior year:
Three Months Ended September 30, Percent Change
(dollars in thousands) 2025 2024 2025 vs. 2024
Cost of goods sold-pharmacy revenue $ 192,779 $ 129,524 49%
Three Months Ended September 30, 2025 and 2024-Cost of goods sold-pharmacy revenue increased $63.3 million, or 49%, for the three months ended September 30, 2025, primarily due to a $59.5 million increase in medication costs, a $1.4 million increase in fulfillment costs, and a $1.8 million increase in compensation costs. Medication and fulfillment costs increased largely due to a 24% increase in the number of SelectRx members over the prior year. The increase in compensation costs reflects higher staffing levels required to support growth in pharmacy order volume and member fulfillment activity.
Marketing and Advertising
Marketing and advertising expenses consist primarily of the direct costs associated with marketing and advertising of our services, such as television and radio commercials and online advertising. These direct costs generally represent the vast majority of our marketing and advertising expenses. Other costs consist of compensation and other expenses related to marketing, business development, partner management, public relations, carrier relations personnel who support our offerings, and allocations for facilities, telecommunications, and software maintenance costs. Our marketing and advertising costs increase during AEP and OEP to generate more leads during these high-volume periods.
The following table presents our marketing and advertising expenses for the periods presented and the percentage changes from the prior year:
Three Months Ended September 30, Percent Change
(dollars in thousands) 2025 2024 2025 vs. 2024
Marketing and advertising $ 61,947 $ 63,764 (3)%
Three Months Ended September 30, 2025 and 2024-Marketing and advertising expenses decreased $1.8 million, or 3%, for the three months ended September 30, 2025, primarily due to a $1.5 million decrease in lead costs. The decrease in lead costs was attributable to a 26% decrease in the number of submitted policies for Senior during the period.
Selling, General, and Administrative
Selling, general, and administrative expenses include compensation and benefits costs for staff working in our executive, finance, accounting, recruiting, human resources, administrative, business intelligence, data science, and part of the SelectRx customer onboarding departments. These expenses also include fees paid for outside professional services, including audit, tax, and legal fees and allocations for facilities, telecommunications, and software maintenance costs.
The following table presents our selling, general, and administrative expenses for the periods presented and the percentage changes from the prior year:
Three Months Ended September 30, Percent Change
(dollars in thousands) 2025 2024 2025 vs. 2024
Selling, general, and administrative
$ 35,819 $ 36,145 (1)%
Three Months Ended September 30, 2025 and 2024-Selling, general, and administrative expenses decreased $0.3 million, or 1%, for the three months ended September 30, 2025, primarily due to $0.4 decrease in professional services fees. The decrease in professional services fees is a result of additional expenses incurred in the prior period related to the securitization transaction.
Technical Development
Technical development expenses consist primarily of compensation and benefits costs for internal and external personnel associated with developing, maintaining and enhancing our applications, infrastructure and other IT-related functions as well as allocations for facilities, telecommunications and software maintenance costs.
The following table presents our technical development expenses for the periods presented and the percentage changes from the prior year:
Three Months Ended September 30, Percent Change
(dollars in thousands) 2025 2024 2025 vs. 2024
Technical development $ 9,911 $ 9,074 9%
Three Months Ended September 30, 2025 and 2024-Technical development expenses increased $0.8 million, or 9%, for the three months ended September 30, 2025, primarily due to a $1.1 million increase in compensation costs due to an increase in headcount for technology personnel.
Interest Expense, Net
The following table presents our interest expense, net for the periods presented and the percentage changes from the prior year:
Three Months Ended September 30, Percent Change
(dollars in thousands) 2025 2024 2025 vs. 2024
Interest expense, net $ 11,808 $ 23,031 (49)%
Three Months Ended September 30, 2025 and 2024-Interest expense decreased $11.2 million, or 49%, for the three months ended September 30, 2025. The decrease was primarily driven by the Company's lower cost of capital following the completion of the securitization transaction and the repayment of $260.0 million of the Term Loan balance using the proceeds from the Senior Non-Convertible Preferred Stock issuance.
Income Taxes
The following table presents our provision for income taxes for the periods presented and the percentage changes from the prior year:
Three Months Ended September 30, Percent Change
(dollars in thousands) 2025 2024 2025 vs. 2024
Income tax expense (benefit) $ (7,204) $ 9,526 (176)%
Effective tax rate 19.1% (27.2)%
Three Months Ended September 30, 2025 and 2024-For the three months ended September 30, 2025, and 2024, the Company recognized an income tax benefit of $7.2 million and income tax expense of $9.5 million, representing an effective tax rate of 19.1% and (27.2)%, respectively. The differences from the federal statutory tax rate to the effective tax rate for the three months ended September 30, 2025, were primarily related to state income taxes and the recording of a valuation allowance for federal and state tax attributes that the Company does not expect to utilize prior to expiration, non-deductible warrant mark-to-market adjustment, and excess officer and stock-based compensation and general business credits. The differences from the federal statutory tax rate to the effective tax rates for the three months ended September 30, 2024, were primarily related to state income taxes and the recording of a valuation allowance for federal tax attributes that the Company does not expect to utilize prior to expiration, and vesting of restricted stock units.
Non-GAAP Financial Measures
This report includes certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. To supplement our financial statements presented in accordance with GAAP and to provide investors with additional information regarding our GAAP financial results, we have presented in this report Adjusted EBITDA, which, when presented on a consolidated basis, is a non-GAAP financial measure. This non-GAAP financial measure is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to any similarly titled measure presented by other companies.
We define Adjusted EBITDA as net income (loss) plus interest expense, income taxes, depreciation and amortization, changes in fair value of warrant liabilities, transaction costs, and certain add-backs for non-cash or non-recurring expenses, including restructuring and share-based compensation expenses. The most directly comparable GAAP measure is net income (loss). We monitor and have presented Adjusted EBITDA herein because it is a key measure used by our management and Board of Directors to understand and evaluate our operating performance, establish budgets, and develop operational goals for managing our business. In particular, we believe that excluding the impact of these expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.
The following table sets forth a reconciliation of the differences between net income (loss) and Adjusted EBITDA for the periods presented.
Three Months Ended September 30,
(in thousands) 2025 2024
Net loss $ (30,459) $ (44,546)
Share-based compensation expense 4,327 3,846
Transaction costs(1)
185 826
Depreciation and amortization 4,300 5,599
Loss on disposal of property, equipment, and software, net - 35
Change in fair value of warrants (15,036) -
Interest expense, net 11,808 23,031
Income tax expense (benefit) (7,204) 9,526
Adjusted EBITDA $ (32,079) $ (1,683)
(1) For the three months ended September 30, 2025, theseexpenses primarily consist of financing transaction costs ($0.1 million) and non-restructuring severance expenses (less than $0.1 million). For the three months ended September 30, 2024, these expenses primarily consist of non-restructuring severance expenses ($0.5 million) and financing transaction costs ($0.3 million).
Segment Information
As of July 1, 2024, the Company realigned its reportable segments. The Auto & Home business does not meet the quantitative thresholds to be required to continue to be separately disclosed as a reportable segment in accordance with ASC 280, Segment Reporting ("ASC 280"). As a result, the Auto & Home business will be included in an "All Other" category. Prior period information has been recast to conform to the current presentation.
The Company's operating segments have been determined in accordance with ASC 280. We currently have three reportable segments: i) Senior, ii) Healthcare Services, and iii) Life. Senior primarily sells senior Medicare-related health insurance products. Healthcare Services includes SelectRx, Healthcare Select, and SPM. Healthcare Services provides products and services to our Medicare policyholders, which are focused on improving patient health outcomes. Life primarily sells term life and final expense products. The All Other category is reflective of the revenue generated from selling individual automobile and homeowners' insurance. Additionally, the Company accounts for non-operating activity, share-based compensation expense, depreciation and amortization, goodwill, long-lived asset and intangible asset impairments, certain intersegment eliminations, and the costs of providing corporate and other administrative services in our administrative division, Corporate & Eliminations. We have not aggregated any operating segments together to represent a reportable segment.
Our operating segments are determined based on how our chief executive officer, who also serves as our CODM, manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of resources. Adjusted EBITDA is our segment profit measure and a key measure used by our CODM and Board of Directors to understand and evaluate the operating performance of our business and on which internal budgets and forecasts are based and approved.
Our segment disclosure includes intersegment revenues, which consist of affiliate marketing fees for services provided by our Senior segment to our Healthcare Services and Life segments as well as services provided by Life to other segments. These intersegment transactions are recorded by each segment at amounts that we believe approximate fair value as if the transactions were between third parties and, therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within the "Eliminations of intersegment revenues" in the tables below. Apart from these intersegment transactions, the accounting policies of the reportable segments are the same as the Company's described Note 1 of the Company's 2025 Annual Report.
The following tables present information about the reportable segments for the periods presented.
We do not report total assets by segment as our CODM does not use this information to evaluate operating segment performance. Accordingly, we do not regularly provide such information by segment to our CODM.
Three Months Ended September 30, 2025:
(in thousands) Senior Healthcare Services Life
Total
External revenue $ 57,297 $ 221,238 $ 46,629 $ 325,164
Intersegment revenue
1,699 113 18 1,830
Total revenue from reportable segments
$ 58,996 $ 221,351 $ 46,647 $ 326,994
All other revenue (1)
3,647
Eliminations of intersegment revenues
(1,830)
Total consolidated revenue
$ 328,811
(1) Represents revenue from SQAH, a non-reportable segment.
(in thousands) Senior Healthcare Services Life Total
Total revenue from reportable segments
$ 58,996 $ 221,351 $ 46,647 $ 326,994
Less:
Cost of commissions and other services revenue
(41,897) (6,301) (17,979)
Cost of goods sold - pharmacy revenue
- (191,398) -
Marketing expense (1)
(37,630) (2,389) (22,760)
Technical development (2)
- (438) -
Selling, general, and administrative (3)
(505) (13,613) (338)
Adjusted Segment EBITDA $ (21,036) $ 7,212 $ 5,570 $ (8,254)
Reconciliation of total segment Adjusted EBITDA
All other Adjusted EBITDA (4)
1,888
Corporate (5)
(25,713)
Share-based compensation expense (4,327)
Transaction costs (6)
(185)
Depreciation and amortization (4,300)
Change in fair value of warrants 15,036
Interest expense, net (11,808)
Loss before income tax expense (benefit)
$ (37,663)
(1) Primarily consists of direct advertising and lead generation costs across various marketing channels.
(2) Primarily comprised of payroll and related benefits for dedicated Healthcare Services IT personnel.
(3) For Senior and Life, these costs are primarily comprised of allocations from corporate related to payroll and related benefits for administrative support functions and facilities. Within Healthcare Services, it primarily consists of payroll and related benefit costs for licensed pharmacists and pharmacy technicians performing one-time customer onboarding work for enrollments that don't actually become members.
(4) Represents adjusted EBITDA from SQAH, a non-reportable segment.
(5) Corporate is not an operating segment and consists primarily of unallocated corporate overhead costs, such as payroll and related benefits ($17.8 million), professional services ($4.1 million), and facilities ($1.4 million).
(6) These expenses primarily consist of financing transaction costs ($0.1 million) and non-restructuring severance expenses (less than $0.1 million).
Three Months Ended September 30, 2024
(in thousands) Senior Healthcare Services Life
Total
External revenue $ 91,364 $ 155,667 $ 39,266 $ 286,297
Intersegment revenue 1,544 72 24 1,640
Total revenue from reportable segments $ 92,908 $ 155,739 $ 39,290 $ 287,937
All other revenue (1)
5,966
Eliminations of intersegment revenues (1,640)
Total consolidated revenue $ 292,263
(1) Represents revenue from SQAH, a non-reportable segment.
(in thousands) Senior Healthcare Services Life
Total
Total revenue from reportable segments
$ 92,908 $ 155,739 $ 39,290 $ 287,937
Less:
Cost of commissions and other services revenue
(41,127) (5,879) (14,572)
Cost of goods sold - pharmacy revenue
- (128,366) -
Marketing expense (1)
(43,378) (2,247) (18,496)
Technical development (2)
- (608) -
Selling, general, and administrative (3)
(679) (13,761) (262)
Adjusted Segment EBITDA $ 7,724 $ 4,878 $ 5,960 $ 18,562
Reconciliation of total segment Adjusted EBITDA
All other Adjusted EBITDA (4)
3,797
Corporate (5)
(24,042)
Share-based compensation expense (3,846)
Transaction costs (6)
(826)
Depreciation and amortization (5,599)
Loss on disposal of property, equipment, and software, net (35)
Interest expense, net
(23,031)
Loss before income tax expense (benefit) $ (35,020)
(1) Primarily consists of direct advertising and lead generation costs across various marketing channels.
(2) Primarily comprised of payroll and related benefits for dedicated Healthcare Services IT personnel.
(3) For Senior and Life, these costs are primarily comprised of allocations from corporate related to payroll and related benefits for administrative support functions and facilities. Within Healthcare Services, it primarily consists of payroll and related benefit costs for licensed pharmacists and pharmacy technicians performing one-time customer onboarding work for enrollments that don't actually become members.
(4) Represents adjusted EBITDA from SQAH, a non-reportable segment.
(5) Corporate is not an operating segment and consists primarily of unallocated corporate overhead costs, such as payroll and related benefits ($15.5 million), professional services ($4.9 million), and facilities ($1.4 million).
(6) These expenses primarily consist of non-restructuring severance expenses ($0.5 million) and financing transaction costs ($0.3 million).
The following table depicts the disaggregation of revenue by segment and product for the periods presented:
Three Months Ended September 30,
(dollars in thousands) 2025 2024 $ %
Senior:
Medicare advantage commissions $ 48,077 $ 74,471 $ (26,394) (35) %
Other Senior commissions
2,669 2,581 88 3 %
Other services 8,250 15,856 (7,606) (48) %
Total Senior revenue 58,996 92,908 (33,912) (37) %
Healthcare Services:
Pharmacy 218,544 152,883 65,661 43 %
Other services 2,807 2,856 (49) (2) %
Total Healthcare Services revenue 221,351 155,739 65,612 42 %
Life:
Term commissions 19,280 16,364 2,916 18 %
Final expense commissions 21,946 18,324 3,622 20 %
Other services 5,421 4,602 819 18 %
Total Life revenue 46,647 39,290 7,357 19 %
All other:
Commissions 3,647 5,795 (2,148) (37) %
Other services - 171 (171) (100) %
Total All other revenue
3,647 5,966 (2,319) (39) %
Eliminations:
Commissions (652) (642) (10) 2 %
Other services (1,178) (998) (180) 18 %
Total Elimination revenue (1,830) (1,640) (190) 12 %
Total Commissions and other services revenue 110,267 139,380 (29,113) (21) %
Total Pharmacy revenue 218,544 152,883 65,661 43 %
Total Revenue $ 328,811 $ 292,263 $ 36,548 13 %
Revenue by Segment
Three Months Ended September 30, 2025 and 2024-Revenue from Senior was $59.0 million for the three months ended September 30, 2025, a $33.9 million, or 37%, decrease compared to revenue of $92.9 million for the three months ended September 30, 2024. The decrease was due to a $26.3 million decrease in commissions revenue due to a 27% decrease in approved policies, and a $7.6 million decrease in other revenue.
Revenue from Healthcare Services was $221.4 million for the three months ended September 30, 2025, a $65.6 million, or 42%, increase compared to revenue of $155.7 million for the three months ended September 30, 2024, primarily due to a $65.7 million increase in SelectRx pharmacy revenue due to a 24% increase in members from the growth of the SelectRx business.
Revenue from Life was $46.6 million for the three months ended September 30, 2025, a $7.4 million, or 19%, increase compared to revenue of $39.3 million for the three months ended September 30, 2024, due to a $3.6 million increase in final expense revenue, and a $2.9 million increase in term revenue due to an increase in the number of policies sold.
Adjusted EBITDA by Segment
Three Months Ended September 30, 2025 and 2024-Adjusted EBITDA from Senior was $(21.0) million for the three months ended September 30, 2025, a $28.8 million decrease compared to Adjusted EBITDA of $7.7 million for the three months ended September 30, 2024. The decrease was primarily due to a $33.9 million decrease in revenue as discussed above, offset by a $5.7 million decrease in marketing expenses. The decrease in marketing expenses was primarily due to a $5.3 million decrease in lead costs.
Adjusted EBITDA from Healthcare Services was $7.2 million for the three months ended September 30, 2025, a $2.3 million increase compared to Adjusted EBITDA of $4.9 million for the three months ended September 30, 2024. The increase was due to a $65.6 million increase in revenue as discussed above, partially offset by a $63.0 million increase in cost of goods sold - pharmacy revenue. Cost of goods sold - pharmacy revenue increased primarily as a result of a $59.5 million increase in medication costs and a $2.4 million increase in compensation costs related to the increased volume.
Adjusted EBITDA from Life was $5.6 million for the three months ended September 30, 2025, a $0.4 million decrease compared to Adjusted EBITDA of $6.0 million for the three months ended September 30, 2024. The decrease was due to a $4.3 million increase in marketing expenses and a $3.4 million increase in cost of commissions and other services revenue, partially offset by a $7.4 million increase in revenue as discussed above. The increase in marketing expenses was due to a $4.0 million increase in lead costs. The increase in cost of commissions and other services revenue was due to an increase in compensation costs.
Liquidity and Capital Resources
Our liquidity needs primarily include working capital and debt service requirements. Additionally, we are required under the Senior Secured Credit Facility and Indenture to maintain compliance with certain debt covenants, as discussed further in Note 6 to the condensed consolidated financial statements. Based on our financial projections, we believe we will remain in compliance with the debt covenants through the 12 months following the date of issuance of our condensed consolidated financial statements.
Long-term Debt
Significant changes and activity related to our long-term debt during the three months ended September 30, 2025, are discussed below. Refer to Note 6 to the condensed consolidated financial statements for further discussion on our debt agreements and activity.
Securitization and Indenture
During the three months ended September 30, 2025, the Company had outstanding borrowings of $78.9 million and repaid $4.5 million of the notes issued in connection with the Indenture. Refer to Note 6 to the condensed consolidated financial statements for further information.
Senior Secured Credit Facility
During the three months ended September 30, 2025, the Company repaid $3.6 million of the outstanding term loans, and as of September 30, 2025, had outstanding borrowings of $310.4 million related to the term loans. Refer to Note 6 to the condensed consolidated financial statements for further information.
During the three months ended September 30, 2025, the Company received proceeds of $80.0 million and repaid $65.0 million related to the revolving credit facility, and as of September 30, 2025, had $15.0 million in outstanding borrowings. Refer to Note 6 to the condensed consolidated financial statements for further information.
Liquidity
As of September 30, 2025 and June 30, 2025, the Company had total debt obligations of $393.1 million and $385.1 million, respectively, under the Senior Secured Credit Facility and the Notes. Management expects that our existing cash, cash equivalents, funds available under the revolving credit facility and cash provided from operations will be sufficient to finance normal working capital needs, investments in properties, facilities and equipment and debt services.
As of September 30, 2025 and June 30, 2025, our cash, cash equivalents, and restricted cash totaled $15.7 million and $37.1 million, respectively. Additionally, the following table presents a summary of our cash flows for the periods presented below:
Three Months Ended September 30,
(in thousands) 2025 2024
Net cash used in operating activities
$ (21,623) $ (16,610)
Net cash used in investing activities (3,984) (2,574)
Net cash provided by (used in) financing activities 4,240 (13,062)
Operating Activities
Net cash used in operating activities primarily consists of net income, adjusted for certain non-cash items including depreciation; amortization of intangible assets and internally developed software; deferred income taxes; share-based compensation expense; amortization of debt issuance costs and discount; accrued interest; non-cash lease expenses; change in fair value of warrant liabilities; and the effect of changes in working capital and other activities.
Collection of commissions receivable depends upon the timing of our receipt of commission payments and associated commission statements from our insurance carrier partners. If we were to experience a delay in receiving a commission payment from an insurance carrier partner within a quarter, our operating cash flows for that quarter could be adversely impacted.
A significant portion of our marketing and advertising expenses is driven by the number of leads required to generate the insurance applications we submit to our insurance carrier partners. Our marketing and advertising costs are expensed and generally paid as incurred and since commission revenue is recognized upon approval of a policy but commission payments are paid to us over time, there are working capital requirements to fund the upfront cost of acquiring new policies. During AEP, we experience an increase in the number of submitted Senior insurance applications and marketing and advertising expenses compared to periods outside of AEP. The timing of AEP affects the positive or negative impacts of our cash flows during each quarter.
Three Months Ended September 30, 2025-Net cash used in operating activities was $21.6 million, consisting of net loss of $30.5 million, adjustments for non-cash items of $13.4 million, and a net cash inflow from changes in operating assets and liabilities of $22.2 million. Adjustments for non-cash items primarily consisted of $4.3 million of depreciation and amortization, $4.3 million of share-based compensation expense, $1.2 million of amortization of debt issuance costs and debt discount, $1.0 million of non-cash lease expense, $9.2 million in deferred income taxes, and $15.0 million in the change in fair value of warrant liabilities. The cash increase resulting from changes in net operating assets and liabilities was primarily driven by a $46.9 million decrease in accounts receivable, a $11.4 million increase in accounts payable and accrued expenses, and a $2.4 million decrease in other assets. These inflows were partially offset by a $29.0 million increase in commissions receivable, a decrease of $8.4 million in other liabilities primarily related to a $9.0 million decrease in accrued compensation and benefits, and a $1.1 million decrease in operating lease liabilities.
Three Months Ended September 30, 2024-Net cash used in operating activities was $16.6 million, consisting of net loss of $44.5 million, adjustments for non-cash items of $26.3 million, and a net cash inflow from changes in operating assets and liabilities of $1.6 million. Adjustments for non-cash items primarily consisted of
$5.6 million of depreciation and amortization, $3.8 million of share-based compensation expense, $5.3 million of accrued interest payable in kind on the Term Loans, $1.1 million of amortization of debt issuance costs and debt discount, $0.9 million of non-cash lease expense, and $9.5 million in deferred income taxes. The cash increase resulting from changes in net operating assets and liabilities primarily consisted of an increase of $50.5 million in accounts receivable, related to an increase in revenue, an increase of $12.8 million in accounts payable and accrued expenses, offset by a decrease of $38.5 million in commissions receivable, due to a 5% decrease in approved policies for the three months, a decrease of $18.5 million in other liabilities, primarily related to an $5.1 million decrease in our contract liability, and a $12.9 million decrease in accrued compensation and benefits, a decrease of $1.1 million in operating lease liabilities and a decrease of $3.5 million in other assets, primarily related to hedge activities.
Investing Activities
Our investing activities primarily consist of purchases of property, equipment, and software and capitalized salaries related to the development of internal-use software.
Three Months Ended September 30, 2025-Net cash used in investing activities of $4.0 million was due to $2.9 million in purchases of software and capitalized internal-use software development costs and $1.1 million of purchases of property and equipment, primarily made up of machinery and equipment and leasehold improvements.
Three Months Ended September 30, 2024-Net cash used in investing activities of $2.6 million was due to $2.1 million in purchases of software and capitalized internal-use software development costs and $0.4 million of purchases of property and equipment, primarily made up of machinery and equipment and leasehold improvements.
Financing Activities
Our financing activities primarily consist of payments on term loans, proceeds and payments related to the revolving credit facility, payments on notes issued in connection with the Indenture, payments for debt issuance costs, and proceeds and payments related to stock-based compensation.
Three Months Ended September 30, 2025-Net cash provided by financing activities of $4.2 million was primarily due to $80.0 million of proceeds from the revolving credit facility, offset by $65.0 million of payments on the revolving credit facility, $3.6 million of principal payments on the term loans, and $4.5 million of payments on the notes issued in connection with the Indenture.
Three Months Ended September 30, 2024-Net cash used in financing activities of $13.1 million was primarily due to $8.5 million of principal payments on the term loans and $3.9 million of tax payments for stock-based compensation.
Contractual Obligations
Other than the discussions in Note 6 and Note 10 to the condensed consolidated financial statements, as of September 30, 2025, there have been no material changes to our contractual obligations as previously described in our Annual Report.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements during the period covered by this report.
Recent Accounting Pronouncements
For a discussion of new accounting pronouncements recently adopted and not yet adopted, see the notes to our condensed consolidated financial statements.
Critical Accounting Estimates
The Company's critical accounting estimates are described in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. These estimates include assumptions used in revenue recognition related to lifetime value ("LTV") of commission receivables, the fair value of warrant liabilities, and goodwill impairment testing.
There were no material changes to these critical accounting estimates during the three months ended September 30, 2025.
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