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SelectQuote, Inc. Reports Fourth Quarter of Fiscal Year 2023 Results

Fourth Quarter of Fiscal Year 2023 – Consolidated Earnings Highlights

• Revenue of $221.8 million

• Net loss of $(47.8) million

• Adjusted EBITDA* of $(5.8) million

Fiscal Year 2024 Guidance Ranges:

• Revenue expected in a range of $1.05 billion to $1.2 billion

• Net loss expected in a range of $50 million to $22 million

• Adjusted EBITDA* expected in a range of $80 million to $105 million

Fourth Quarter Fiscal Year 2023 – Segment Highlights

Senior

• Revenue of $103.6 million

• Adjusted EBITDA* of $16.1 million

• Approved Medicare Advantage policies of 110,027

Healthcare Services

• Revenue of $82.8 million

• Adjusted EBITDA* of $1.7 million

• Approximately 49,000 SelectRx members

Life

• Revenue of $38.1 million

• Adjusted EBITDA* of $6.7 million

Auto & Home

• Revenue of $(1.3) million

• Adjusted EBITDA* of $(7.2) million

• Excluding the $10.4 million⁽¹⁾ change in estimate, Revenue of $9.2 million

• Excluding the $10.4 million⁽¹⁾ change in estimate, Adjusted EBITDA* of $3.2 million

OVERLAND PARK, Kan.–(BUSINESS WIRE)–
SelectQuote, Inc. (NYSE: SLQT) reported consolidated revenue for the fourth quarter of fiscal year 2023 of $221.8 million compared to consolidated revenue for the fourth quarter of fiscal year 2022 of $139.4 million. Consolidated net loss for the fourth quarter of fiscal year 2023 was $47.8 million compared to consolidated net loss for the fourth quarter of fiscal year 2022 of $104.7 million. Finally, consolidated Adjusted EBITDA* for the fourth quarter of fiscal year 2023 was $(5.8) million compared to consolidated Adjusted EBITDA* for the fourth quarter of fiscal year 2022 of $(60.8) million.

Consolidated revenue for the fiscal year ended June 30, 2023, was $1.0 billion compared to consolidated revenue for the fiscal year ended June 30, 2022, of $764.0 million. Consolidated net loss for the fiscal year ended June 30, 2023, was $58.5 million compared to consolidated net loss for the fiscal year ended June 30, 2022, of $297.5 million. Finally, consolidated Adjusted EBITDA* for the fiscal year ended June 30, 2023, was $74.3 million compared to consolidated Adjusted EBITDA* of $(260.5) million for the fiscal year ended June 30, 2022.

*See “Non-GAAP Financial Measures” below.

1) $10.4 million change in estimate related to the mutual termination of a contract with a certain Auto & Home carrier to provide for the ability to migrate the book of business to other carriers.

SelectQuote Chief Executive Officer, Tim Danker, remarked, “SelectQuote completed a highly successful fiscal 2023 with another strong quarter of results across each of our businesses. In total, our full year results significantly surpassed our initial forecasts driven by both higher growth, but most importantly, with outstanding operational execution against our paramount goal to optimize profitability and cash flow. The most stark example is nearly $80 million of outperformance in full-year Adjusted EBITDA versus our initial guidance. Similarly, excluding our investment in the growth of SelectRx, the SelectQuote model would have produced positive operating cash flow for the year, which we plan to scale in the quarters and years ahead.”

Mr. Danker continued, “Looking toward the future, our teams are excited to leverage our strategic redesign across each of our businesses, and we believe there is significant opportunity in our Healthcare Services segment. We can, and will, reproduce the success we have achieved in SelectRx with additional value-add services needed by seniors, healthcare providers, and our insurance carrier partners. We believe strongly that SelectQuote is unique in our ability to provide and optimize these services given the information and the leverage we can create via our role as the connective tissue between those in need and the providers of care and coverage. To say it more directly, SelectQuote is not just a Medicare Advantage distribution company, and we plan to decisively demonstrate that through our results in the coming years.”

Segment Results

We currently report on four segments: 1) Senior, 2) Healthcare Services, 3) Life, and 4) Auto & Home. The performance measures of the segments include total revenue and Adjusted EBITDA.* Costs of revenue, cost of goods sold-pharmacy revenue, marketing and advertising, selling, general, and administrative, and technical development operating expenses that are directly attributable to a segment are reported within the applicable segment. Indirect costs of revenue, marketing and advertising, selling, general, and administrative, and technical development operating expenses are allocated to each segment based on varying metrics such as headcount. Adjusted EBITDA is calculated as total revenue for the applicable segment less direct and allocated costs of revenue, cost of goods sold, marketing and advertising, technical development, and selling, general, and administrative operating costs and expenses, excluding depreciation and amortization expense; gain or loss on disposal of property, equipment, and software; share-based compensation expense; and non-recurring expenses such as severance payments and transaction costs. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by revenue.

Senior

Financial Results

The following table provides the financial results for the Senior segment for the periods presented:

(in thousands)	4Q 2023				4Q 2022				% Change			FY 2023				FY 2022				% Change
Revenue	$	103,592			$	68,452			51	%		$	590,131			$	527,907			12	%
Adjusted EBITDA*		16,147				(32,574	)		150	%			155,077				(161,702	)		196	%
Adjusted EBITDA Margin*		16	%			(48	)%						26	%			(31	)%

Operating Metrics

Submitted Policies

Submitted policies are counted when an individual completes an application with our licensed agent and provides authorization to the agent to submit the application to the insurance carrier partner. The applicant may have additional actions to take before the application will be reviewed by the insurance carrier.

*See “Non-GAAP Financial Measures” below.

The following table shows the number of submitted policies for the periods presented:

	4Q 2023		4Q 2022		% Change			FY 2023		FY 2022		% Change
Medicare Advantage	114,383		129,289		(12	)%		652,630		808,116		(19	)%
Medicare Supplement	539		890		(39	)%		3,444		7,208		(52	)%
Dental, Vision and Hearing	14,668		23,502		(38	)%		74,181		145,716		(49	)%
Prescription Drug Plan	351		649		(46	)%		2,433		6,842		(64	)%
Other	2,099		3,340		(37	)%		7,501		14,776		(49	)%
Total	132,040		157,670		(16	)%		740,189		982,658		(25	)%

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:

	4Q 2023		4Q 2022		% Change			FY 2023		FY 2022		% Change
Medicare Advantage	110,027		115,707		(5	)%		577,567		661,738		(13	)%
Medicare Supplement	435		807		(46	)%		2,619		5,461		(52	)%
Dental, Vision and Hearing	12,884		23,738		(46	)%		60,824		124,989		(51	)%
Prescription Drug Plan	350		809		(57	)%		2,144		6,124		(65	)%
Other	1,356		3,208		(58	)%		5,288		12,407		(57	)%
Total	125,052		144,269		(13	)%		648,442		810,719		(20	)%

Lifetime Value of Commissions per Approved Policy

Lifetime value of commissions 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 lifetime value of commissions 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 following table shows the lifetime value of commissions per approved policy for the periods presented:

(dollars per policy):	4Q 2023			4Q 2022			% Change			FY 2023			FY 2022			% Change
Medicare Advantage	$	830		$	877		(5	)%		$	877		$	925		(5	)%
Medicare Supplement		1,207			1,236		(2	)%			1,030			1,270		(19	)%
Dental, Vision and Hearing		121			122		(1	)%			100			123		(19	)%
Prescription Drug Plan		185			225		(18	)%			207			234		(12	)%
Other		105			64		64	%			101			73		38	%

Healthcare Services

Financial Results

The following table provides the financial results for the Healthcare Services segment for the periods presented:

(in thousands)	4Q 2023				4Q 2022				% Change			FY 2023				FY 2022				% Change
Revenue	$	82,803			$	30,036			176	%		$	252,075			$	70,035			260	%
Adjusted EBITDA*		1,685				(11,800	)		114	%			(22,769	)			(32,097	)		29	%
Adjusted EBITDA Margin*		2	%			(39	)%						(9	)%			(46	)%

Operating Metrics

Members

The total number of SelectRx members represents the amount of active customers to which an order has been shipped, as this is the primary key driver of revenue for Healthcare Services.

The following table shows the total number of SelectRx members as of the periods presented:

		June 30, 2023		June 30, 2022
Total SelectRx Members		49,044		25,503

Combined Senior and Healthcare Services – Consumer Per Unit Economics

The opportunity to leverage our existing database and distribution model to improve access to healthcare services for our consumers has created a need for us to review our key metrics related to our per unit economics. As we think about the revenue and expenses for Healthcare Services, we note that they are derived from the marketing acquisition costs associated with the sale of an MA or MS policy, some of which costs are allocated directly to Healthcare Services, and therefore determined that our per unit economics measure should include components from both Senior and Healthcare Services. See details of revenue and expense items included in the calculation below.

Combined Senior and Healthcare Services consumer per unit economics represents total MA and MS commissions; other product commissions; other revenues, including revenues from Healthcare Services; and operating expenses associated with Senior and Healthcare Services, each shown per number of approved MA and MS policies over a given time period. Management assesses the business on a per-unit basis to help ensure that the revenue opportunity associated with a successful policy sale is attractive relative to the marketing acquisition cost. Because not all acquired leads result in a successful policy sale, all per-policy metrics are based on approved policies, which is the measure that triggers revenue recognition.

The MA and MS commission per MA/MS policy represents the LTV for policies sold in the period. Other commission per MA/MS policy represents the LTV for other products sold in the period, including DVH prescription drug plan, and other products, which management views as additional commission revenue on our agents’ core function of MA/MS policy sales. Pharmacy revenue per MA/MS policy represents revenue from SelectRx, and other revenue per MA/MS policy represents revenue from Population Health, production bonuses, marketing development funds, lead generation revenue, and adjustments from the Company’s reassessment of its cohorts’ transaction prices. Total operating expenses per MA/MS policy represents all of the operating expenses within Senior and Healthcare Services. The revenue to customer acquisition cost (“CAC”) multiple represents total revenue as a multiple of total marketing acquisition cost, which represents the direct costs of acquiring leads. These costs are included in marketing and advertising expense within the total operating expenses per MA/MS policy.

The following table shows combined Senior and Healthcare Services consumer per unit economics for the periods presented. Based on the seasonality of Senior and the fluctuations between quarters, we believe that the most relevant view of per unit economics is on a rolling 12-month basis. All per MA/MS policy metrics below are based on the sum of approved MA/MS policies, as both products have similar commission profiles.

*See “Non-GAAP Financial Measures” below.

	Twelve Months Ended June 30,
(dollars per approved policy):	2023				2022
MA and MS approved policies		580,186				667,199
MA and MS commission per MA / MS policy	$	877			$	928
Other commission per MA/MS policy		12				27
Pharmacy revenue per MA/MS policy		413				89
Other revenue per MA/MS policy		149				(147	)
Total revenue per MA / MS policy		1,451				897
Total operating expenses per MA / MS policy		(1,224	)			(1,187	)
Adjusted EBITDA per MA/MS policy *	$	227			$	(290	)
Adjusted EBITDA Margin per MA/MS policy *		16	%			(32	)%
Revenue / CAC multiple	4.1X				1.7X

Total revenue per MA/MS policy increased 62% for the twelve months ended June 30, 2023 compared to the twelve months ended June 30, 2022, primarily due to the increase in pharmacy revenue. Total operating expenses per MA/MS policy increased 3% for the twelve months ended June 30, 2023 compared to the twelve months ended June 30, 2022, driven by an increase in cost of goods sold-pharmacy revenue for Healthcare Services due to the growth of the business, offset by a decrease in our marketing and advertising costs.

Life

Financial Results

The following table provides the financial results for the Life segment for the periods presented:

(in thousands)	4Q 2023				4Q 2022				% Change			FY 2023				FY 2022				% Change
Revenue	$	38,052			$	37,331			2	%		$	145,832			$	153,973			(5	)%
Adjusted EBITDA*		6,702				576			1064	%			23,073				(129	)		NM
Adjusted EBITDA Margin*		18	%			2	%						16	%			—	%

Operating Metrics

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 our Life segment.

*See “Non-GAAP Financial Measures” below.

The following table shows term and final expense premiums for the periods presented:

(in thousands)	4Q 2023			4Q 2022			% Change			FY 2023			FY 2022			% Change
Term Premiums	$	20,507		$	16,374		25	%		$	68,941		$	62,364		11	%
Final Expense Premiums		18,960			25,500		(26	)%			77,725			109,218		(29	)%
Total	$	39,467		$	41,874		(6	)%		$	146,666		$	171,582		(15	)%

Auto & Home

Financial Results

The following table provides the financial results for the Auto & Home segment for the periods presented:

(in thousands)	4Q 2023					4Q 2022				% Change			FY 2023					FY 2022				% Change
Revenue	$	(1,266	)	(1	)	$	7,126			(118	)%		$	21,862		(1	)	$	27,881			(22	)%
Adjusted EBITDA*		(7,235	)	(1	)		1,476			(590	)%			81		(1	)		5,433			(99	)%
Adjusted EBITDA Margin*		NM					21	%						—	%				19	%
(1) Decrease is due to the impact of the $10.4 million change in estimate related to the mutual termination of a contract with a certain Auto & Home carrier to provide for the ability to migrate the book of business to other carriers.

Operating Metrics

Auto & Home premium represents the total premium value of all new policies that were approved by our insurance carrier partners 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 our Auto & Home segment.

The following table shows premiums for the periods presented:

(in thousands):	4Q 2023			4Q 2022			% Change			FY 2023			FY 2022			% Change
Premiums	$	14,460		$	13,756		5	%		$	50,917		$	50,114		2	%

*See “Non-GAAP Financial Measures” below.

Earnings Conference Call

SelectQuote, Inc. will host a conference call with the investment community on September 13, 2023, beginning at 8:30 a.m. ET. To register for this conference call, please use this link: https://www.netroadshow.com/events/login?show=c37e5fba&confId=54604Avoid. After registering, a confirmation will be sent via email, including dial-in details and unique conference call codes for entry. Registration is open through the live call, but to ensure you are connected for the full call we suggest registering at least 10 minutes before the start of the call. The event will also be webcasted live via our investor relations website https://ir.selectquote.com/investor-home/default.aspx.

Non-GAAP Financial Measures

This release 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 release Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures. These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly titled measures presented by other companies. We define Adjusted EBITDA as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization, 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 define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. The most directly comparable GAAP measure is net income margin. We monitor and have presented in this release Adjusted EBITDA and Adjusted EBITDA Margin because they are key measures used by our management and Board of Directors to understand and evaluate our operating performance, to establish budgets, and to 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.

We believe that these non-GAAP financial measures help identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculations of these non-GAAP financial measures. Accordingly, we believe that these financial measures provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.

Reconciliations of net income (loss) to Adjusted EBITDA are presented below beginning on page 12.

Forward Looking Statements

This release contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: the ultimate duration and impact of the ongoing COVID-19 pandemic and any other public health events, our reliance on a limited number of insurance carrier partners and any potential termination of those relationships or failure to develop new relationships; existing and future laws and regulations affecting the health insurance market; changes in health insurance products offered by our insurance carrier partners and the health insurance market generally; insurance carriers offering products and services directly to consumers; changes to commissions paid by insurance carriers and underwriting practices; competition with brokers, including exclusively online brokers and carriers who opt to sell policies directly to consumers; competition from government-run health insurance exchanges; developments in the U.S. health insurance system; our dependence on revenue from carriers in our senior segment and downturns in the senior health as well as life, automotive and home insurance industries; our ability to develop new offerings and penetrate new vertical markets; risks from third-party products; failure to enroll individuals during the Medicare annual enrollment period; our ability to attract, integrate and retain qualified personnel; our dependence on lead providers and ability to compete for leads; failure to obtain and/or convert sales leads to actual sales of insurance policies; access to data from consumers and insurance carriers; accuracy of information provided from and to consumers during the insurance shopping process; cost-effective advertisement through internet search engines; ability to contact consumers and market products by telephone; global economic conditions, including inflation; disruption to operations as a result of future acquisitions; significant estimates and assumptions in the preparation of our financial statements; impairment of goodwill; potential litigation and other legal proceedings or inquiries; our existing and future indebtedness; our ability to maintain compliance with our debt covenants; access to additional capital; failure to protect our intellectual property and our brand; fluctuations in our financial results caused by seasonality; accuracy and timeliness of commissions reports from insurance carriers; timing of insurance carriers’ approval and payment practices; factors that impact our estimate of the constrained lifetime value of commissions per policyholder; changes in accounting rules, tax legislation and other legislation; disruptions or failures of our technological infrastructure and platform; failure to maintain relationships with third-party service providers; cybersecurity breaches or other attacks involving our systems or those of our insurance carrier partners or third-party service providers; our ability to protect consumer information and other data; and failure to market and sell Medicare plans effectively or in compliance with laws. For a further discussion of these and other risk factors that could impact our future results and performance, see the section entitled “Risk Factors” in the most recent Annual Report on Form 10-K (the “Annual Report”) and subsequent periodic reports filed by us with the Securities and Exchange Commission. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

About SelectQuote:

Founded in 1985, SelectQuote (NYSE: SLQT) provides solutions that help consumers protect their most valuable assets: their families, health, and property. The company pioneered the model of providing unbiased comparisons from multiple, highly-rated insurance companies allowing consumers to choose the policy and terms that best meet their unique needs. Two foundational pillars underpin SelectQuote’s success: a strong force of highly-trained and skilled agents who provide a consultative needs analysis for every consumer, and proprietary technology that sources and routes high-quality leads.

With an ecosystem offering high touchpoints for consumers across Insurance, Medicare, Pharmacy, and Value-Based Care, the company now has four core business lines: SelectQuote Senior, SelectQuote Healthcare Services, SelectQuote Life, and SelectQuote Auto and Home. SelectQuote Senior serves the needs of a demographic that sees around 10,000 people turn 65 each day with a range of Medicare Advantage and Medicare Supplement plans. SelectQuote Healthcare Services is comprised of the SelectRx Pharmacy, a specialized medication management pharmacy, and Population Health which proactively connects its members with best-in-class healthcare services that fit each member’s unique healthcare needs. The platform improves health outcomes and lowers healthcare costs through proactive engagement and access to high-value healthcare solutions.

SELECTQUOTE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands)
	June 30, 2023			June 30, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	83,156		$	140,997
Accounts receivable, net of allowances of $2.7 million and $0.6 million, respectively		154,565			129,748
Commissions receivable-current		111,148			116,277
Other current assets		14,355			15,751
Total current assets		363,224			402,773
COMMISSIONS RECEIVABLE—Net		729,350			722,349
PROPERTY AND EQUIPMENT—Net		27,452			41,804
SOFTWARE—Net		14,740			16,301
OPERATING LEASE RIGHT-OF-USE ASSETS		23,563			28,016
INTANGIBLE ASSETS—Net		10,200			31,255
GOODWILL		29,136			29,136
OTHER ASSETS		21,586			18,418
TOTAL ASSETS	$	1,219,251		$	1,290,052
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	27,577		$	24,766
Accrued expenses		16,993			26,002
Accrued compensation and benefits		49,966			42,150
Operating lease liabilities—current		5,175			5,261
Current portion of long-term debt		33,883			7,169
Contract liabilities		1,691			3,404
Other current liabilities		1,972			4,761
Total current liabilities		137,257			113,513
LONG-TERM DEBT, NET—less current portion		664,625			698,423
DEFERRED INCOME TAXES		39,581			50,080
OPERATING LEASE LIABILITIES		27,892			33,946
OTHER LIABILITIES		2,926			2,985
Total liabilities		872,281			898,947
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Common stock, $0.01 par value		1,669			1,644
Additional paid-in capital		567,266			554,845
Accumulated deficit		(235,644)			(177,100)
Accumulated other comprehensive income		13,679			11,716
Total shareholders’ equity		346,970			391,105
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,219,251		$	1,290,052

SELECTQUOTE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (In thousands)
	Three Months Ended June 30,						Year Ended June 30,
	2023			2022			2023			2022
REVENUE:
Commission	$	119,844		$	94,809		$	653,470		$	587,518
Pharmacy		79,905			27,929			239,547			59,460
Other		22,029			16,656			109,831			117,067
Total revenue		221,778			139,394			1,002,848			764,045
OPERATING COSTS AND EXPENSES:
Cost of revenue		65,697			37,722			301,524			391,528
Cost of goods sold—pharmacy revenue		71,211			64,172			225,963			64,172
Marketing and advertising		63,521			75,080			301,245			484,084
Selling, general, and administrative		49,856			30,449			136,518			100,945
Technical development		7,154			6,054			26,015			24,729
Goodwill impairment		—			44,596			—			44,596
Total operating costs and expenses		257,439			258,073			991,265			1,110,054
INCOME (LOSS) FROM OPERATIONS		(35,661)			(118,679)			11,583			(346,009)
INTEREST EXPENSE, NET		(21,721)			(12,295)			(80,606)			(43,595)
OTHER EXPENSE, NET		(3)			(26)			(121)			(202)
LOSS BEFORE INCOME TAX BENEFIT		(57,385)			(131,000)			(69,144)			(389,806)
INCOME TAX BENEFIT		(9,547)			(26,318)			(10,600)			(92,302)
NET LOSS	$	(47,838)		$	(104,682)		$	(58,544)		$	(297,504)
NET LOSS PER SHARE:
Basic	$	(0.29)		$	(0.64)		$	(0.35)		$	(1.81)
Diluted	$	(0.29)		$	(0.64)		$	(0.35)		$	(1.81)
WEIGHTED-AVERAGE COMMON STOCK OUTSTANDING USED IN PER SHARE AMOUNTS:
Basic		166,709			164,427			166,140			164,042
Diluted		166,709			164,427			166,140			164,042
OTHER COMPREHENSIVE INCOME NET OF TAX:
Gain on cash flow hedge		605			2,129			1,963			11,487
OTHER COMPREHENSIVE INCOME		605			2,129			1,963			11,487
COMPREHENSIVE LOSS	$	(47,233)		$	(102,553)		$	(56,581)		$	(286,017)

SELECTQUOTE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
		Three Months Ended June 30,						Year Ended June 30,
		2023			2022			2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(47,838)			(104,682)		$	(58,544)			(297,504)
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities:
Depreciation and amortization			6,794			6,768			27,881			24,724
Goodwill impairment			—			44,596			—			44,596
Loss on disposal of property, equipment, and software			364			717			754			1,458
Impairment of long-lived assets			17,332			3,147			17,332			3,147
Share-based compensation expense			2,785			800			11,310			7,052
Deferred income taxes			(9,760)			(26,338)			(11,176)			(92,716)
Amortization of debt issuance costs and debt discount			2,426			1,243			8,676			5,461
Write-off of debt issuance costs			—			—			710			—
Accrued interest payable in kind			3,565			—			12,015			—
Non-cash lease expense			1,070			1,002			4,185			4,067
Changes in operating assets and liabilities:
Accounts receivable, net			37,921			34,085			(24,817)			(25,749)
Commissions receivable			(18,964)			(329)			(1,872)			7,271
Other assets			(2,997)			(2,641)			169			(10,915)
Accounts payable and accrued expenses			(10,089)			(12,559)			(3,649)			(4,464)
Operating lease liabilities			(1,312)			(1,274)			(5,643)			(5,143)
Other liabilities			12,161			1,513			3,292			401
Net cash used in operating activities			(6,542)			(53,952)			(19,377)			(338,314)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment			(391)			(283)			(1,447)			(24,798)
Purchases of software and capitalized software development costs			(1,874)			(2,280)			(7,678)			(9,851)
Acquisition of business			—			—			—			(6,927)
Investment in equity securities			—			—			—			(1,000)
Net cash used in investing activities			(2,265)			(2,563)			(9,125)			(42,576)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Revolving Credit Facility			—			—			—			50,000
Payments on Revolving Credit Facility			—			—			—			(50,000)
Proceeds from Term Loans			—			—			—			242,000
Payments on Term Loans			—			(1,793)			(17,833)			(3,585)
Payments on other debt			(35)			(54)			(158)			(184)
Proceeds from common stock options exercised and employee stock purchase plan			—			—			1,187			3,179
Payments of tax withholdings related to net share settlement of equity awards			—			—			(40)			(148)
Payments of debt issuance costs			—			—			(10,110)			(328)
Payment of acquisition holdback			(50)			—			(2,385)			(5,501)
Net cash (used in) provided by financing activities			(85)			(1,847)			(29,339)			235,433
NET DECREASE IN CASH AND CASH EQUIVALENTS			(8,892)			(58,362)			(57,841)			(145,457)
CASH AND CASH EQUIVALENTS—Beginning of period			92,048			199,359			140,997			286,454
CASH AND CASH EQUIVALENTS—End of period		$	83,156		$	140,997		$	83,156		$	140,997

SELECTQUOTE, INC. AND SUBSIDIARIES Net Loss to Adjusted EBITDA Reconciliation (Unaudited)
	Three Months Ended June 30, 2023
(in thousands)	Senior			Healthcare Services			Life			Auto & Home			Corp & Elims			Consolidated
Revenue	$	103,592		$	82,803		$	38,052		$	(1,266)		$	(1,403)		$	221,778
Operating expenses		(87,445)			(81,118)			(31,350)			(5,970)			(21,715)			(227,598)
Other income (expense), net		—			—			—			1			(4)			(3)
Adjusted EBITDA	$	16,147		$	1,685		$	6,702		$	(7,235)		$	(23,122)			(5,823)
Share-based compensation expense																	(2,785)
Transactions costs																	(2,568)
Depreciation and amortization																	(6,793)
Loss on disposal of property, equipment, and software																	(363)
Impairment of long-lived assets																	(17,332)
Interest expense, net																	(21,721)
Income tax benefit																	9,547
Net loss																$	(47,838)
Change in estimate from structured book of business migration for Auto & Home																$	10,427
Adjusted consolidated net loss																$	(37,411)

	Three Months Ended June 30, 2022
(in thousands)	Senior			Healthcare Services			Life			Auto & Home			Corp & Elims			Consolidated
Revenue	$	68,452		$	30,036		$	37,331		$	7,126		$	(3,551)		$	139,394
Operating expenses		(101,026)			(41,836)			(36,755)			(5,650)			(14,905)			(200,172)
Other expenses, net		—			—			—			—			(26)			(26)
Adjusted EBITDA	$	(32,574)		$	(11,800)		$	576		$	1,476		$	(18,482)			(60,804)
Share-based compensation expense																	(800)
Non-recurring expenses																	(1,873)
Depreciation and amortization																	(6,768)
Loss on disposal of property, equipment, and software																	(717)
Goodwill impairment																	(44,596)
Impairment of long-lived assets																	(3,147)
Interest expense, net																	(12,295)
Income tax benefit																	26,318
Net loss																$	(104,682)

	Year Ended June 30, 2023
(in thousands)	Senior			Healthcare Services			Life			Auto & Home			Corp & Elims			Consolidated
Revenue	$	590,131		$	252,075		$	145,832		$	21,862		$	(7,052)		$	1,002,848
Operating expenses		(435,054)			(274,844)			(122,759)			(21,782)			(73,985)			(928,424)
Other expenses, net		—			—			—			1			(122)			(121)
Adjusted EBITDA	$	155,077		$	(22,769)		$	23,073		$	81		$	(81,159)			74,303
Share-based compensation expense																	(11,310)
Transaction costs																	(5,569)
Depreciation and amortization																	(27,881)
Loss on disposal of property, equipment, and software																	(749)
Impairment of long-lived assets																	(17,332)
Interest expense, net																	(80,606)
Income tax benefit																	10,600
Net loss																$	(58,544)
Change in estimate from structured book of business migration for Auto & Home																$	10,427
Adjusted consolidated net loss																$	(48,117)

	Year Ended June 30, 2022
(in thousands)	Senior			Healthcare Services			Life			Auto & Home			Corp & Elims			Consolidated
Revenue	$	527,907		$	70,035		$	153,973		$	27,881		$	(15,751)		$	764,045
Operating expenses		(689,609)			(102,132)			(154,102)			(22,448)			(56,058)			(1,024,349)
Other expenses, net		—			—			—			—			(202)			(202)
Adjusted EBITDA	$	(161,702)		$	(32,097)		$	(129)		$	5,433		$	(72,011)			(260,506)
Share-based compensation expense																	(7,052)
Non-recurring expenses																	(4,730)
Depreciation and amortization																	(24,724)
Loss on disposal of property, equipment, and software																	(1,456)
Goodwill impairment																	(44,596)
Impairment of long-lived assets																	(3,147)
Interest expense, net																	(43,595)
Income tax benefit																	92,302
Net loss																$	(297,504)

SELECTQUOTE, INC. AND SUBSIDIARIES Revenue to Adjusted EBITDA – Revenue Adjustments (Unaudited)
	Three Months Ended June 30, 2023
(in thousands)	Senior			Healthcare Services			Life			Auto & Home			Corp & Elims			Consolidated
Revenue	$	103,592		$	82,803		$	38,052		$	(1,266)		$	(1,403)		$	221,778
Change in estimate from structured book of business migration for Auto & Home		—			—			—			10,427			—			10,427
Revenue, excluding change in estimate from structured book of business migration for Auto & Home		103,592			82,803			38,052			9,161			(1,403)			232,205
Operating expenses		(87,445)			(81,118)			(31,350)			(5,970)			(21,715)			(227,598)
Other expenses, net		—			—			—			1			(4)			(3)
Adjusted EBITDA	$	16,147		$	1,685		$	6,702		$	3,192		$	(23,122)		$	4,604

	Year Ended June 30, 2023
(in thousands)	Senior			Healthcare Services			Life			Auto & Home			Corp & Elims			Consolidated
Revenue	$	590,131		$	252,075		$	145,832		$	21,862		$	(7,052)		$	1,002,848
Change in estimate from structured book of business migration for Auto & Home		—			—			—			10,427			—			10,427
Revenue, excluding change in estimate from structured book of business migration for Auto & Home		590,131			252,075			145,832			32,289			(7,052)			1,013,275
Operating expenses		(435,054)			(274,844)			(122,759)			(21,782)			(73,985)			(928,424)
Other expenses, net		—			—			—			1			(122)			(121)
Adjusted EBITDA	$	155,077		$	(22,769)		$	23,073		$	10,508		$	(81,159)		$	84,730

SELECTQUOTE, INC. AND SUBSIDIARIES Net Loss to Adjusted EBITDA Reconciliation (Unaudited)
Guidance net loss to Adjusted EBITDA reconciliation, year ending June 30, 2024:
(in thousands)	Range
Net loss	$	(50,000)		$	(22,000)
Income tax benefit		(18,000)			(8,000)
Interest expense, net		102,000			97,000
Depreciation and amortization		24,000			22,000
Share-based compensation expense		14,000			12,000
Transaction costs		8,000			4,000
Adjusted EBITDA	$	80,000		$	105,000

 

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Investor Relations:

Sloan Bohlen

877-678-4083

[email protected]

Media:

Matt Gunter

913-286-4931

[email protected]

KEYWORDS: Kansas United States North America

INDUSTRY KEYWORDS: General Health Health Professional Services Insurance Health Insurance

MEDIA:

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Crackle Connex Works With Amazon Publisher Direct to Provide New Advertising Capabilities on Its Content and Apps

Crackle Connex has implemented a streamlined integration path between Amazon Publisher Direct and AWS Elemental MediaTailor, helping Amazon DSP advertisers access supply across more devices

Free streaming service Crackle will become one of the first third-party publishers to support Amazon Interactive Video Ads, allowing consumers to learn more about a product or add a product to their Amazon shopping cart directly from the screen during an ad break. Chicken Soup for the Soul and Redbox apps are expected to support Interactive Video Ads a short time later

Redbox will launch on Fire TV later this year, expanding Crackle Connex inventory available through Amazon Publisher Direct

COS COBB, Conn.–(BUSINESS WIRE)–
Crackle Connex, Chicken Soup for the Soul Entertainment’s (NASDAQ: CSSE) advertising sales division, today announced that they are working to provide new advertising capabilities for its AVOD and FAST services.

Crackle Connex implemented a streamlined integration path between Elemental MediaTailor from Amazon Web Services (AWS) and Amazon Publisher Direct, opening up supply to Amazon DSP advertisers across more devices. In addition, Redbox will launch a stand-alone app on Fire TV later this year, expanding the Crackle Connex premium AVOD inventory as well as be available through Amazon Publisher Direct.

Lastly, free streaming service Crackle, will become one of the first third-party publishers to support Amazon’s Interactive Video Ads, enabling Amazon DSP advertisers to activate these ads via Amazon Publisher Direct. Interactive Video Ads allow consumers to learn more about a product or add a product to their Amazon shopping cart using their voice or remote, turning a traditionally passive viewing experience into one that actively engages them. Interactive Video Ads will first become available on the Crackle app, followed by the Chicken Soup for the Soul and Redbox apps a short time later.

“Working with Amazon Publisher Direct gives us access to new capabilities and allows us to leverage its growing offerings to the video advertising community,” said Philippe Guelton, chief revenue officer of Chicken Soup for the Soul Entertainment. “There is so much interoperability that will continue to be uncovered as Crackle Connex provides world-class streaming programming and leverages enhanced video advertising support from Amazon Publisher Direct.”

About Chicken Soup for the Soul Entertainment

Chicken Soup for the Soul Entertainment (Nasdaq: CSSE) provides premium content to value-conscious consumers. The company is one of the largest advertising-supported video-on-demand (AVOD) companies in the US, with three flagship AVOD streaming services: Redbox, Crackle, and Chicken Soup for the Soul. In addition, the company operates Redbox Free Live TV, a free ad-supported streaming television service (FAST), with nearly 180 FAST channels as well as a transaction video on demand (TVOD) service, and a network of approximately 29,000 kiosks across the US for DVD rentals. To provide original and exclusive content to its viewers, the company creates, acquires, and distributes films and TV series through its Screen Media and Chicken Soup for the Soul TV Group subsidiaries. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous book series and produces super-premium pet food under the Chicken Soup for the Soul brand name.

Forward-Looking Statements and Available Information

This press release includes forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are statements that are not historical facts. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of management and are not predictions of actual performance. Such assumptions involve a number of known and unknown risks and uncertainties, including but not limited to risks relating to our core strategy, operating income and margin, seasonality, liquidity, including cash flows from operations, available funds, and access to financing sources, free cash flows, revenues, net income, profitability, stock price volatility, future regulatory changes, price changes, ability to achieve and sustain market acceptance of our content streaming services and other content offerings, ability to recruit and retain officers, key employees, or directors, ability to protect our intellectual property, ability to complete and integrate into our existing operations future strategic acquisitions, ability to manage growth, ability to pay dividends and our debt obligations, as well as evolving regulatory or other operational risks, and risks presented by changing general market conditions impacting demand for our services. For a more complete description of these and other risks and uncertainties, please refer to Item 1A (Risk Factors) in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by the forward-looking statements contained in this press release. Information regarding the acquisition of Redbox and related transactions is qualified by reference to the Company’s Current Reports on Form 8-K filed with the SEC on May 11, 2022 as amended May 12, 2022, June 6, 2022, August 12, 2022, November 14, 2022 and thereafter from time to time, and all exhibits filed with respect to such reports. The forward-looking statements contained in this press release speak only as of the date hereof and the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

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Chicken Soup for the Soul Entertainment:

(PRESS)

Peter Binazeski

Chicken Soup for the Soul Entertainment

[email protected]

(INVESTOR RELATIONS)

Zaia Lawandow

Chicken Soup for the Soul Entertainment

[email protected]

KEYWORDS: United States North America Connecticut

INDUSTRY KEYWORDS: Technology Marketing Mobile/Wireless Advertising Communications Specialty Entertainment Retail General Entertainment Film & Motion Pictures Other Consumer Social Media Electronic Commerce Apps/Applications Audio/Video Other Technology Consumer Online Retail TV and Radio Internet Other Communications Other Retail Public Relations/Investor Relations

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HASI Set to Join S&P SmallCap 600

ANNAPOLIS, Md.–(BUSINESS WIRE)–
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“HASI,” “We,” “Our” or the “Company”) (NYSE: HASI), a leading investor in climate solutions, today announced that the Company will be added to the S&P SmallCap 600 Index, effective prior to the open of trading on Monday, September 18, 2023.

“We are proud to be included in the S&P SmallCap 600, another significant milestone for the Company,” said Jeffrey A. Lipson, President and CEO of HASI. “We expect this inclusion will increase our visibility within the investment community and the liquidity of our shares as we continue to execute on our climate positive vision and growth strategy.”

The S&P SmallCap 600 Index is a stock market index established by Standard & Poor’s that is designed to measure the performance of the small-cap segment of the market and is composed of 600 constituent companies in the U.S. equities market. The index is designed to track companies that meet specific inclusion criteria to ensure that they are liquid and financially viable. For more information on the S&P SmallCap 600 and S&P Dow Jones Indices, please visit www.spdji.com.

About HASI

HASI (NYSE: HASI) is a leading climate positive investment firm that actively partners with clients to deploy real assets that facilitate the energy transition. With more than $10 billion in managed assets, our vision is that every investment improves our climate future. For more information, please visit hasi.com.

Forward-Looking Statements

Some of the information contained in this press release is forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are subject to risks and uncertainties. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, we intend to identify forward-looking statements.

Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include those discussed under the caption “Risk Factors” included in our most recent Annual Report on Form 10-K as well as in other periodic reports that we file with the U.S. Securities and Exchange Commission

Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this press release. We disclaim any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this press release.

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Investors:

Neha Gaddam

[email protected]

410-571-6189

Media:

Gil Jenkins

[email protected]

443-321-5753

KEYWORDS: Maryland United States North America

INDUSTRY KEYWORDS: Recycling Environment Utilities Alternative Energy Environmental Health Energy

MEDIA:

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Frontier Relocates Headquarters to Dallas

Move boosts local and state economy by $3.8 billion and secures thousands of jobs in Dallas over the next 10 years

New high-tech Dallas office supports the company’s transformation

NORWALK, Conn.–(BUSINESS WIRE)–
Frontier (NASDAQ: FYBR):

TL;DR – The Byte-Size Download:

• Happening: Frontier Communications (NASDAQ: FYBR) today announced that it will relocate its headquarters from Norwalk, Conn. to Dallas, Texas. Frontier delivers high-speed, fiber broadband to millions of people across the country, and Dallas’ central location makes it easier for the company to stay connected to its customers and manage its national operations.

• Why It Matters:

• The relocation is projected to boost the local and state economy by $3.8 billion and secure more than 3,000 jobs in the Dallas area over the next 10 years.

• New high-tech Dallas office creates high-performing environment for top talent and executive leadership team.

• Tech leadership will drive innovation agenda from Dallas as Frontier transforms into a growing tech company.

• Expansion of fiber network to hundreds of thousands across Texas meets the growing demand for high-speed connectivity and positions the state to compete and lead for years to come.

• Hear from the CEO: “It’s official – Dallas is now home base for Building Gigabit America,” said Frontier’s CEO Nick Jeffery. “Moving our headquarters to Dallas makes good business sense given the city is already home to hundreds of our corporate employees and sits in the middle of one of our most important fiber markets. With a fast-growing economy and large, diverse pool of talent, Dallas is quickly becoming one of the nation’s top business cities. We’re proud to be part of it.”

The Details:

Frontier today announced it is relocating its corporate headquarters to Dallas, establishing itself as one of the largest publicly traded companies to be based in the market.

Frontier chose Dallas because it is a business-friendly city that is conveniently located in the middle of the company’s national footprint, which makes it easy to reach its customers and more efficiently manage its operations across the country.

As part of its headquarters relocation, the company is investing in a new 95,000-square-foot office space – dubbed the GigaHub – in Uptown Dallas. Its innovative Dallas hub, which is home to the company’s CEO, executive leadership team and hundreds of corporate employees, was designed to create a high-performing culture for top talent to lead its transformation. Over the next 10 years, Frontier’s relocation is projected to boost the local and state economy by $3.8 billion and secure thousands of jobs in the Dallas area.

A Fiber Future for Texas:

Across the U.S., data consumption is up and consumer demand for connectivity continues to climb. Frontier’s expansion of its fiber network to hundreds of thousands of customers across Texas meets the growing demand for high-speed internet and positions the state to thrive for generations to come.

“When we bring fiber internet to a community, we connect people to the next generation of technology and empower them to create a better future. We’re committed to expanding access to our high-speed fiber broadband to homes and businesses across the state of Texas,” added Jeffery.

Frontier plans to continue spending approximately $1 million per week to upgrade and improve its fiber-optic network in the Dallas metropolitan area. The economic benefits of fiber deployment include increasing home values and attracting new businesses, particularly in high-tech industries.

Commitment to Connecticut:

Following the relocation of its headquarters, Frontier will maintain a strong presence in Connecticut, where it has a storied history and a large, growing customer base.

The company is committed to expanding its fiber network across Connecticut and continuing to rely on its union workforce to serve the homes and businesses that depend on Frontier for critical connectivity.

About Frontier

Frontier (NASDAQ: FYBR) is the largest pure-play fiber provider in the U.S. Driven by our purpose, Building Gigabit America®, we deliver blazing-fast broadband connectivity that unlocks the potential of millions of consumers and businesses. For more information, visit www.frontier.com.

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Media

Chrissy Murray

VP, Corporate Communications

[email protected]

KEYWORDS: Texas Connecticut United States North America

INDUSTRY KEYWORDS: VoIP Software Mobile/Wireless Networks Internet Consumer Electronics Technology Commercial Building & Real Estate Construction & Property Security Audio/Video Other Technology Telecommunications

MEDIA:

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X-energy and Ares Acquisition Corporation Announce Additional Committed Capital and Attractive Strategic Updates to Business Combination

Ares Management Upsizes Total Commitment to $80 Million with $50 million PIPE Investment

X-energy Founder Kam Ghaffarian Commits Approximately $30 million

X-energy’s Pre-Money Equity Value Revised to $1.05 Billion Under Amended Terms, Providing a Compelling Entry Point for Investors

ROCKVILLE, Md. & NEW YORK–(BUSINESS WIRE)–
X-Energy Reactor Company, LLC (“X-energy”), a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation, and Ares Acquisition Corporation (NYSE: AAC) (“AAC”), a publicly-traded special purpose acquisition company, announced today strategic updates to their previously announced business combination.

Ares Management Corporation (NYSE: ARES) (“Ares”) has committed to a PIPE investment comprising $50 million of convertible preferred stock (the “PIPE”) in the combined company, and X-energy Founder and Executive Chairman, Kam Ghaffarian, Ph.D., has agreed to contribute approximately $30 million to repay certain of X-energy’s outstanding debt and will receive an additional approximately $30 million of PIPE shares upon the closing of the transaction. The PIPE investment and contribution (the “Investments”) are anticipated to close in connection with the completion of the business combination. When combined with Ares’ existing $30 million investment funded shortly after the transaction announcement in December 2022, Ares will have invested a total of $80 million in X-energy upon the closing of the business combination.

Combined with X-energy’s $103 million C-2 private financing and cash-in-trust, this additional capital is expected to deliver approximately $534 million to the combined company, assuming no redemptions by AAC shareholders in connection with the shareholder vote to approve the business combination. The additional capital will help accelerate the development and deployment of X-energy’s advanced technology.

In connection with the Investments, X-energy and AAC have amended the terms of their business combination agreement to revise X-energy’s pre-money equity value to $1.05 billion from $1.8 billion. After adjusting for market conditions, X-energy and AAC believe the amended terms provide an even more attractive entry point for investors to participate in the potential long-term upside of X-energy’s leading nuclear technology and future energy market position. X-energy and AAC are committed to driving long-term value creation for all stakeholders.

“The transition to clean energy is rapidly accelerating across the globe and nuclear is well-positioned to lead the way as a clean, safe, secure and affordable solution,” said Kam Ghaffarian, Ph. D., Founder and Executive Chairman of X-energy. “The additional investments from Ares and myself provide added capital to help accelerate X-energy’s ability to deliver advanced small modular nuclear reactor technology. We are committed to aligning ourselves with shareholders and the updated valuation underscores that alignment.”

“We are pleased to receive these latest commitments from Ares and Kam, which we believe reflect the robust demand for our proprietary technology and our ability to deliver cost-effective, safe and zero-carbon energy for customers and communities,” said J. Clay Sell, Chief Executive Officer of X-energy. “At the same time, we recognize the opportunity presented by evolving market dynamics to revise the valuation of the transaction and provide a more attractive entry point for investors. We appreciate the continued support from Ares as X-energy remains focused on executing against our strategy for long-term growth.”

“As we continue to make progress toward the completion of the business combination, we are pleased to reaffirm our alignment with our shareholders through an upsized post-closing commitment of $50 million and a revised valuation,” said David Kaplan, Co-Chairman and Chief Executive Officer of AAC and Co-Founder, Director and Partner of Ares. “We look forward to welcoming additional investors who have the opportunity to participate in the future upside of X-energy as a differentiated leader in affordable clean energy generation.”

Transaction Details

In December 2022, X-energy entered into a definitive business combination agreement with AAC. Upon the closing of the transaction, which is expected to be completed in the fourth quarter of 2023, the combined company will be named X-Energy, Inc. and its Class A common stock and warrants are expected to be listed on the New York Stock Exchange.

Completion of the transaction is subject to approval by AAC’s shareholders, the Registration Statement (as defined below) being declared effective by the Securities and Exchange Commission (the “SEC”), and other customary closing conditions.

About X-Energy Reactor Company, LLC

X-Energy Reactor Company, LLC, is a leading developer of advanced small modular nuclear reactors and fuel technology for clean energy generation that is redefining the nuclear energy industry through its development of safer and more efficient reactors and proprietary fuel to deliver reliable, zero-carbon and affordable energy to people around the world. X-energy’s simplified, modular, and intrinsically safe SMR design expands applications and markets for deployment of nuclear technology and drives enhanced safety, lower cost and faster construction timelines when compared with conventional nuclear. For more information, visit X-energy.com or connect with us on Twitter or LinkedIn.

About Ares Acquisition Corporation

Ares Acquisition Corporation (NYSE: AAC) is a special purpose acquisition company (SPAC) affiliated with Ares Management Corporation, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. AAC is seeking to pursue an initial business combination target in any industry or sector in North America, Europe or Asia. For more information about AAC, please visit www.aresacquisitioncorporation.com.

Additional Information and Where to Find It

In connection with the business combination (the “Business Combination”) with X-Energy Reactor Company, LLC (“X-energy”), AAC filed a registration statement on Form S-4 on January 25, 2023 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto, filed on March 24, 2023, June 12, 2023, July 3, 2023 and July 25, 2023, respectively, the “Registration Statement”) with the SEC, which includes a preliminary proxy statement/prospectus to be distributed to holders of AAC’s ordinary shares in connection with AAC’s solicitation of proxies for the vote by AAC’s shareholders with respect to the Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the offer of securities to be issued to X-energy equity holders in connection with the Business Combination. After the Registration Statement has been declared effective, AAC will mail a copy of the definitive proxy statement/prospectus, when available, to its shareholders. The Registration Statement includes information regarding the persons who may, under the SEC rules, be deemed participants in the solicitation of proxies to AAC’s shareholders in connection with the Business Combination. AAC will also file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF AAC AND X-ENERGY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by AAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by AAC may be obtained free of charge from AAC’s website at www.aresacquisitioncorporation.com or by written request to AAC at Ares Acquisition Corporation, 245 Park Avenue, 44th Floor, New York, NY 10167.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including statements regarding the benefits of the Business Combination and the Investments, the anticipated timing of the Business Combination and the Investments, the markets in which X-energy operates and X-energy’s projected future results. X-energy’s actual results may differ from its expectations, estimates and projections (which, in part, are based on certain assumptions) and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Although these forward-looking statements are based on assumptions that X-energy and AAC believe are reasonable, these assumptions may be incorrect. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with the Business Combination; (2) the inability to complete the Business Combination or related transactions, including the Investments, as a result of redemptions or otherwise; (3) the inability to raise sufficient capital to fund our business plan, including limitations on the amount of capital raised in the Business Combination as a result of redemptions or otherwise; (4) the failure to obtain additional funding from the U.S. government or our ARDP partner for the ARDP; (5) unexpected increased project costs, increasing as a result of macroeconomic factors, such as inflation and rising interest rates; (6) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations; (8) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (9) costs related to the Business Combination and the Investments; (10) changes in the applicable laws or regulations; (11) the possibility that X-energy may be adversely affected by other economic, business, and/or competitive factors; (12) the persistent impact of the global COVID-19 pandemic; (13) economic uncertainty caused by the impacts of the conflict in Russia and Ukraine and rising levels of inflation and interest rates; (14) the ability of X-energy to obtain regulatory approvals necessary for it to deploy its small modular reactors in the United States and abroad; (15) whether government funding for high assay low enriched uranium for government or commercial uses will result in adequate supply on anticipated timelines to support X-energy’s business; (16) the impact and potential extended duration of the current supply/demand imbalance in the market for low enriched uranium; (17) X-energy’s business with various governmental entities is subject to the policies, priorities, regulations, mandates and funding levels of such governmental entities and may be negatively or positively impacted by any change thereto; (18) X-energy’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter; and (19) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by X-energy, AAC or X-Energy, Inc. with the SEC.

The foregoing list of factors is not exhaustive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, the Registration Statement and the proxy statement/prospectus related to the transaction, when it becomes available, and other documents filed (or to be filed) by AAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. These risks and uncertainties may be amplified by the conflict between Russia and Ukraine, rising levels of inflation and interest rates and the COVID-19 pandemic, which have caused significant economic uncertainty. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and X-energy and AAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. Neither X-energy nor AAC gives any assurance that either X-energy or AAC, respectively, will achieve its expectations.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

AAC and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from AAC’s shareholders, in favor of the approval of the proposed transaction. For information regarding AAC’s directors and executive officers, please see AAC’s Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by AAC from time to time with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230913100290/en/

X-energy

Investors:

[email protected]

Media:

[email protected]

Ares Acquisition Corporation

Investors:

Carl Drake and Greg Mason

+1-888-818-5298

[email protected]

Media:

Jacob Silber

+1-212-301-0376

[email protected]

KEYWORDS: New York Maryland United States North America

INDUSTRY KEYWORDS: Finance Alternative Energy Energy Professional Services Nuclear

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Posted on September 13, 2023 7:25 am

BARDA Partners With ICON to Execute Next Generation COVID-19 Vaccines Clinical Trial

BARDA Partners With ICON to Execute Next Generation COVID-19 Vaccines Clinical Trial

DUBLIN–(BUSINESS WIRE)–ICON plc, (NASDAQ: ICLR) a world-leading healthcare intelligence and clinical research organisation, today announces that it is partnering with the U.S. Biomedical Advanced Research and Development Authority (BARDA), part of the Administration for Strategic Preparedness and Response within the U.S. Department of Health and Human Services, to execute a clinical trial to evaluate the effectiveness of next generation COVID-19 vaccine candidates.

Next generation COVID-19 vaccines could have the potential to expand the breadth of coverage against existing and future variants of the virus, extend the duration of protection, and offer better protection in the prevention of illness and transmission over the current state of vaccine technologies. Against this backdrop, the Government & Public Health Solutions team at ICON will execute a Phase 2b clinical trial to assess the relative efficacy of a next generation COVID-19 vaccine compared to currently approved/authorised COVID-19 vaccines in the prevention of symptomatic, PCR confirmed SARS-CoV-2 infection.

The trial will involve 10,000 subjects, expected to be enrolled over a six-month period. BARDA will select the vaccine candidate to be investigated in this trial, thereby accelerating the start of the Phase 2b clinical trial to support in benchmarking its efficacy against existing vaccines.

ICON has extensive experience in vaccine clinical development for commercial businesses, governments and NGOs, having participated in over 184 vaccine studies in the past five years. This experience has already helped ICON play a significant role in the search for vaccines and treatments for COVID-19. The company has partnered with its customers on the development of a number of approved vaccines. ICON has conducted or is currently involved in over 86 COVID-19 related trials.

Edward Wright, President, ICON Government & Public Health Solutions, commented: “We are pleased to be partnering with BARDA on this research at an important juncture in the fight against COVID-19. As new variants emerge, timely clinical research has a pivotal role to play in helping ensure the development of medicines is accelerating as quickly as possible in line with the virus. Our experience in executing COVID-19 trials effectively, efficiently and thoroughly means we are well placed to support those sponsors who are at the scientific forefront in this area.”

In addition to its Government & Public Health Solutions team, ICON draws on the expertise of its biotech division, which comprises over 8,000 staff dedicated to biotech customers. As the world’s largest dedicated biotech division, the team works with over 500 biotech sponsors annually.

Chris Smyth, President, ICON Biotech Solutions commented: “In addition to our vaccine clinical development experience, we understand the important role biotech companies have in innovative drug development, and the specific requirements they have as they look to develop their portfolios. We are pleased to have the opportunity to work with them on this trial.”

This trial is part of Project NextGen, which coordinates across the U.S. Government and the private sector to advance innovative vaccines and therapeutics into clinical trials, regulatory review, and potential commercial availability.

BARDA is responsible for developing medical countermeasures to secure the U.S. against chemical, biological, radiological, and nuclear threats, as well as pandemic influenza and emerging infectious diseases.

Since 2014, ICON has been a member of BARDA’s Medical Countermeasures Clinical Studies Network (CSN). The network supports planning and implementation of clinical studies for medical countermeasure development. ICON has worked on numerous clinical trials as part of this network, including, most recently, the execution of an anthrax vaccine clinical trial.

This project has been supported in whole or in part with federal funds from the Department of Health and Human Services; Administration for Strategic Preparedness and Response; Biomedical Advanced Research and Development Authority (BARDA), under contract number 75A50120D00017.

Ends

About ICON plc

ICON plc is a world-leading healthcare intelligence and clinical research organisation. From molecule to medicine, we advance clinical research providing outsourced services to pharmaceutical, biotechnology, medical device and government and public health organisations. We develop new innovations, drive emerging therapies forward and improve patient lives. With headquarters in Dublin, Ireland, ICON employed approximately 41,160 employees in 108 locations in 53 countries as at June 30, 2023. For further information about ICON, visit: www.iconplc.com.

This press release contains forward-looking statements. These statements are based on management’s current expectations and information currently available, including current economic and industry conditions. These statements are not guarantees of future performance or actual results, and actual results, developments and business decisions may differ from those stated in this press release. The forward-looking statements are subject to future events, risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the statements, including, but not limited to, the ability to enter into new contracts, maintain client relationships, manage the opening of new offices and offering of new services, the integration of new business mergers and acquisitions, the impact of COVID-19 on our business, as well as other economic and global market conditions and other risks and uncertainties detailed from time to time in SEC reports filed by ICON, all of which are difficult to predict and some of which are beyond our control. For these reasons, you should not place undue reliance on these forward-looking statements when making investment decisions. The word “expected” and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are only as of the date they are made and we do not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise. More information about the risks and uncertainties relating to these forward-looking statements may be found in SEC reports filed by ICON, including its Form 20-F, F-1, F-4, S-8, F-3 and certain other reports, which are available on the SEC’s website at http://www.sec.gov.

About ICON Government & Public Health Solutions

ICON Government & Public Health Solutions (GPHS) is ICON’s business unit focused on direct U.S. Government engagement, Non-Government Organisations (NGOs) and academia, providing full service and functional research solutions. In addition, ICON GPHS coordinates a Government Centre of Excellence (CoE) to lend internal federal government subject matter expertise that can be leveraged by other ICON business units when commercial clients receive federal funding on ICON awarded contracts.

About BARDA’s Medical Countermeasures Clinical Studies Network (CSN)

The CSN provides BARDA partners and medical countermeasure developers with essential tools and services to develop vaccines, therapeutics, diagnostics, and medical devices. The CSN provides comprehensive (Phases 1-4) clinical study services to help evaluate the safety, dosage, pharmacokinetics/pharmacodynamics, immunogenicity, and efficacy of medical countermeasure candidates, provide long-term storage services for clinical and nonclinical biological specimens and investigational products for future assays, and provide a statistical and data coordinating centre for harmonisation across BARDA projects.

ICON/ICLR-G

View source version on businesswire.com: https://www.businesswire.com/news/home/20230913208048/en/

Media Contacts:

Claire Quinn (GMT time zone)

Corporate Communications, ICON plc

+353 87 4066091

[email protected]

Weber Shandwick (PR adviser)

Lisa Henry (GMT time zone)

[email protected]

+44 7785 458203

KEYWORDS: Europe Ireland United Kingdom

INDUSTRY KEYWORDS: Science Biotechnology Research Pharmaceutical Health COVID-19 Infectious Diseases Clinical Trials

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