Sharecare (Nasdaq: SHCR), the digital health company that helps
people manage all their health in one place, today announced
financial results for the quarter and year ended December 31,
2023.
"In my first three months as CEO, I have been
increasingly impressed by Sharecare's ability to innovate, and I
believe that the breadth and depth of assets that the company has
assembled over the years gives us everything we need to be
successful,” said Brent Layton, CEO of Sharecare. “In addition to
the strength of our core business that serves self-insured
employers and health plans as well as health systems and life
sciences companies, I am particularly encouraged by the momentum we
are experiencing in Medicaid, Medicare, and the Exchange,
value-based care, and reinsurance as our team actively expands our
field of play, bringing long-term growth and sustainability to
Sharecare’s business.”
Fourth Quarter
2023 Financial Results All
comparisons, unless otherwise noted, are to the three months ended
December 31, 2022.
- Revenue of $105.3 million compared to $123.3 million, a
decrease of $18.0 million, or 15%. There was a $14.2 million
negative impact to revenue due to the elimination of nonperforming
disputed contracts with a client in the fourth quarter of
2023.
- Net loss attributable to Sharecare of $34.2 million compared to
net loss attributable to Sharecare of $24.1 million, an increase of
$10.1 million. Net loss in the fourth quarter of 2023 included
$11.6 million in non-cash stock compensation; $1.4 million in
non-operating, non-recurring costs; $5.7 million of
reorganizational and severance costs; and $3.5 million of other
non-cash or non-operational expense. Excluding these items, the
adjusted net loss was $12.0 million in the current quarter.
- Adjusted EBITDA of $3.0 million, which includes a $6.2 million
negative impact to adjusted EBITDA from a non-cash contract asset
impairment charge that was recorded as part of the $14.2 million
impact to revenue discussed above, compared to $2.5 million, an
increase of $0.5 million
- Net loss per share of $0.10 compared to $0.07, an increase to
net loss per share of $0.03.
- Adjusted net loss per share of $0.03 compared to $0.02, an
increase to adjusted net loss per share of $0.01 which excludes the
impact of non-cash and non-operational income and expenses.
Full Year Financial Results All
comparisons, unless otherwise noted, are to the twelve months ended
December 31, 2022.
- Revenue of $445.3 million compared to $442.4 million, an
increase of $2.9 million, or 1%. There was a $14.2 million negative
impact to revenue due to the elimination of nonperforming disputed
contracts with a client in the fourth quarter of 2023.
- Net loss attributable to Sharecare of $128.5 million compared
to net loss attributable to Sharecare of $118.7 million, an
increase to net loss of $9.8 million. Net loss attributable to
Sharecare during 2023 included $46.9 million in non-cash stock
compensation; $5.9 million in non-operating, non-recurring costs;
$32.0 million in reorganizational and severance costs; and
$9.5 million of other non-cash or non-operational income.
Excluding these items, the adjusted net loss was $34.2 million in
the current year.
- Adjusted EBITDA of $16.5 million, which includes a $6.2 million
negative impact to adjusted EBITDA from a non-cash contract asset
impairment charge that was recorded as part of the $14.2
million impact to revenue discussed above, compared to $5.8
million, an increase of $10.7 million which is largely a
result of our cost optimization and globalization efforts.
- Net loss per share of $0.36 compared to $0.34 an increase to
net loss per share of $0.02 which reflects the aforementioned items
impacting net loss.
- Adjusted net loss per share of $0.10 compared to $0.09, an
increase to adjusted net loss per share of $0.01 which excludes the
impact of non-cash and non-operational income and expenses.
“We ended the year in a strong financial position with a solid
balance sheet, over $182 million in available cash, and successful
execution of our year-end goal of delivering positive cash flow
during the fourth quarter,” said Justin Ferrero, president and
chief financial officer of Sharecare. “We are confident that our
2023 investments in new product innovation and our cost
optimization and globalization efforts – enabling $30 million in
annualized cost savings – position us to deliver strong, long-term
bottom-line results. And due in large part to the significant
impact Brent has already made in his short tenure as CEO, we are
well on our way to diversifying with a more reliable and profitable
customer base.”
Strategic ReviewSharecare’s
special committee of independent members of the Board of Directors,
supported by legal and financial advisors, are continuing to
actively evaluate multiple proposals for a potential sale
transaction as well as developing alternative value-creation
opportunities. The special committee is dedicated to being
methodical in their review with the goal to maximize shareholder
value. Sharecare will communicate the board's decision at the
conclusion of the review process.
Board of Directors
AppointmentAdditionally, the company has appointed former
Xerox executive Nicole Torraco to its Board of Directors as well as
the previously referenced special committee. Further strengthening
Sharecare’s commitment to effective governance and strategic
direction, Torraco has extensive public company experience holding
key executive roles in finance, M&A, and investment management
over the last 25 years. Currently with K&B Global Consulting
and a member of the Board of Directors of Pagaya Technologies,
Ltd., she previously was the President of FITTLE, the financing arm
of Xerox Corporation, which she grew into a global specialty
finance business. She also served on Xerox’s Executive Committee
and Enterprise Risk Management Committee and was a Director on the
Board of Xerox Financial Services LLC. Prior to leading FITTLE,
Torraco served as Xerox’s Chief Strategy and M&A Officer.
Financial OutlookGiven the
strategic review process is ongoing, among other factors, the
Company will not provide financial guidance for the quarter ending
March 31, 2024, or fiscal year 2024, at this time.
Layton added, “When we do provide guidance, we
will articulate a clear and predictable path for long-term growth
and profitability.”
No definitive decisions have been reached
regarding the strategic review and there is no assurance if or when
a transaction may occur. The Company does not intend to comment
further until it determines that additional disclosure is
appropriate or necessary.
Conference CallThe Company will
host a conference call to review the fourth quarter and full-year
fiscal 2023 results today, Thursday, March 28, 2024, at 4:30
p.m. EDT. The call can be accessed by dialing (833) 636-1352 for
U.S. participants or (412) 902-4148 for international participants,
and referencing the Sharecare earnings call; or via live audio
webcast, available online at https://investors.sharecare.com/. A
webcast replay of the call will be available for on-demand
listening at the same link and will remain available for
approximately 90 days.
Non-GAAP Financial MeasuresIn
addition to our financial results determined in accordance with
U.S. GAAP, we believe the non-GAAP measures adjusted EBITDA,
adjusted net loss, and adjusted loss per share are useful in
evaluating our operating performance. We use adjusted EBITDA,
adjusted net loss, and adjusted loss per share to evaluate our
ongoing operations and for internal planning and forecasting
purposes. We believe that these non-GAAP financial measures, when
taken together with the corresponding GAAP financial measures,
provide meaningful supplemental information regarding our
performance by excluding certain items that may not be indicative
of our business, results of operations, or outlook. In particular,
we believe that the use of these non-GAAP measures is helpful to
our investors as these metrics are used by management in assessing
the health of our business and our operating performance. However,
non-GAAP financial information is presented for supplemental
informational purposes only, has limitations as an analytical tool,
and should not be considered in isolation or as a substitute for
financial information presented in accordance with GAAP. In
addition, other companies, including companies in our industry, may
calculate similarly-titled non-GAAP measures differently or may use
other measures to evaluate their performance, all of which could
reduce the usefulness of our non-GAAP financial measures.
The calculations and reconciliations of
historical adjusted EBITDA, adjusted net loss, and adjusted loss
per share to net loss, the most directly comparable financial
measure stated in accordance with GAAP, are provided below and in
the accompanying financial tables. Investors are encouraged to
review the reconciliations and not to rely on any single financial
measure to evaluate our business.
We have not reconciled adjusted EBITDA guidance
to net loss because we do not provide guidance for net loss or for
items that we do not consider indicative of our ongoing
performance, including, but not limited to, the impact of
significant non-recurring items, as certain of these items are out
of our control and/or cannot be reasonably predicted. Accordingly,
reconciliations of adjusted EBITDA guidance to the corresponding
U.S. GAAP measures are not available without unreasonable
effort.
Adjusted EBITDAWe calculate
adjusted EBITDA as net loss adjusted to exclude
(i) depreciation and amortization, (ii) interest income,
(iii) interest expense, (iv) income tax (benefit) expense, (v)
other (income) expense (non-operating), (vi)
share-based compensation, (vii) warrants issued with revenue
contracts, (viii) amortization of non-cash payment for research and
development, (ix) non-operating, non-recurring costs, (x)
reorganizational and severance costs, and (xi) acquisition-related
costs. We do not view the items excluded as representative of
normal, recurring, cash operating expenses necessary to operate the
Company’s lines of business and services.
Non-operating, non-recurring costs for the three
months ended December 31, 2023 primarily include costs related
to legal matters. Non-operating, non-recurring costs for the twelve
months ended December 31, 2023 include costs of our ERP system
implementation, costs of contractual obligations associated with a
financially distressed vendor, and costs related to legal matters.
The ERP and legal matter costs are recorded in general and
administrative operating expense and the financially distressed
vendor costs are recorded in cost of revenue in the Consolidated
Statements of Operations and Comprehensive Loss for each respective
period presented.
Legal matter costs include attorney fees
associated with a dispute that arose from a prior acquisition and
attorney fees associated with the submission of an unsolicited
acquisition offer. These matters have unique facts and circumstance
that are not directly related to our operations. We do not consider
these costs to be normal, recurring, cash operating expenses
necessary to operate our business.
The ERP implementation is viewed as a
transformational undertaking due to the extensive scope and
inherent change management involved to transition to a new
single-solution ERP system from the disparate legacy systems. These
costs consist of internal and third-party costs of the ERP
implementation and do not include capitalized costs, depreciation
and/or amortization, or costs to support or maintain software
applications or systems once they are in productive use. The ERP
system is fully implemented, and such costs are not expected to
recur in the foreseeable future. We do not consider these costs to
be normal, recurring, cash operating expenses necessary to operate
our business.
Financially distressed vendor costs include
financial support from us to a vendor in response to the vendor’s
financial difficulties, which absent such support would have
resulted in an interruption of our service to our customers.
Because we are committed to providing uninterrupted service to our
customers, and to minimizing the risk of such a disruption, we made
additional, advance payments to the vendor beyond those that were
due to the vendor in association with services procured from the
vendor. We ceased procuring services from the vendor in Q2 2023 and
subsequent to that period no further amounts were paid. Because the
costs of the additional payments made to the vendor were
incremental to the costs incurred by us to deliver service to our
customers, we do not consider them to be normal, recurring, cash
operating expenses necessary to operate our business.
Reorganizational and severance costs are a
component of our Globalization Efforts and Cost Savings as
described in Key Factors and Trends Affecting our Operating
Performance. These costs are due to efforts to globalize and
centralize our workforce and will be fully operational during the
first half of 2024. We have never had a global shared service
center and view this undertaking as outside the scope of normal
operations. Costs include salary, benefits, equity and bonus
compensation, and other employee costs for those who were
identified to be terminated or those working on the
transformational efforts. These costs were recorded in sales and
marketing, product and technology, and general and administrative
operating expenses in the Consolidated Statements of Operations and
Comprehensive Loss for the periods presented, based on the
employee’s respective job function. Because these costs are part of
a specific and unprecedented initiative, we do not consider these
expenses to be normal, recurring, cash operating expenses necessary
to operate our business.
Certain prior period adjusted EBITDA add-back
amounts have been reclassified to new add-back line items in order
to conform to the current period presentation and to more
accurately describe the nature of the amounts year-over-year. These
reclassifications had no effect on the previously reported adjusted
EBITDA totals.
In conformance with the SEC’s clarified guidance
around – and recent focus on – non-GAAP financial measures, our
adjusted EBITDA now includes costs related to an exited contract,
abandoned leases, and certain staff reorganization expenses, all of
which were previously disclosed but excluded from our historical
adjusted EBITDA calculations and guidance. Further details can be
found below in footnote (d) in the reconciliation table for
adjusted EBITDA.
Adjusted Net LossWe calculate
adjusted net loss as net loss attributable to Sharecare, Inc.
adjusted to exclude (i) amortization of acquired intangibles, (ii)
amortization of deferred financing fees, (iii) change in fair value
of warrant liability and contingent consideration, (iv) share-based
compensation, (v) warrants issued with revenue contracts, (vi)
amortization of non-cash payment for research and development,
(vii) non-operating, non-recurring costs, (viii) reorganizational
and severance costs, and (ix) acquisition-related costs. We do not
view the items excluded as representative of normal, recurring,
cash operating expenses necessary to operate the Company’s lines of
business and services.
Adjusted Loss Per ShareWe
calculate adjusted lost per share as adjusted net loss, as defined
above, divided by the number of weighted average common shares
outstanding - basic and diluted.
About Sharecare
Sharecare is a leading digital healthcare company that helps people
access, navigate and unify resources to improve their health and
well-being in one place, regardless of where they are in their
health journey. Our comprehensive and data-driven interoperable
ecosystem is designed to help people, providers, employers, health
plans, government organizations, and communities optimize
individual and population-wide well-being by enabling positive
behavior change. Driven by our philosophy that we are “all together
better,” at Sharecare, we are committed to supporting each
individual through the lens of their personal health and ensuring
high-quality care is more accessible and affordable for everyone.
To learn more, visit www.sharecare.com.
Important Notice Regarding
Forward-Looking StatementsThis press release contains
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 that are based on beliefs
and assumptions and on information currently available. In some
cases, you can identify forward-looking statements by the following
words: “outlook,” “target,” “reflect,” “on track,” “foresees,”
“future,” “may,” “deliver,” “will,” “shall,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing” or the negative of these terms, other comparable
terminology (although not all forward-looking statements contain
these words), or by discussions of strategy, plans, or intentions.
These statements involve risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or
achievements to be materially different from the information
expressed or implied by these forward-looking statements. Although
we believe that we have a reasonable basis for each forward-looking
statement contained in this press release, we caution you that
these statements are based on a combination of facts and factors
currently known by us and our projections of the future, about
which we cannot be certain.
Forward-looking statements in this press release
include, but are not limited to, statements regarding the strategic
review, our long-term strategy and positioning, growth,
globalization and other strategic cost optimization initiatives and
the corresponding benefits, including long-term growth, margin
improvement and cash flow improvements, and partnerships or other
relationships with third parties or customers, in each case on our
future growth objectives and statements regarding our future
results and outlook.
We cannot assure you that the forward-looking
statements in this press release will prove to be accurate. These
forward-looking statements are subject to a number of significant
risks and uncertainties that could cause actual results to differ
materially from expected results. For example, the Company’s
Financial Outlook assumes business currently under contract and
satisfaction by our customers of their contractual obligations
under those agreements, which is not within the Company’s control.
If a customer fails to satisfy its contractual obligations, actual
revenue and Adjusted EBITDA could be negatively impacted.
Descriptions of some of the other factors that could cause actual
results to differ materially from these forward-looking statements
are discussed in more detail in our filings with the U.S.
Securities and Exchange Commission (the "SEC"), including the Risk
Factors section of the Company's Annual Report on Form 10-K.
Furthermore, if the forward-looking statements prove to be
inaccurate, the inaccuracy may be material. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and
plans in any specified time frame, or at all. The forward-looking
statements in this press release represent our views as of the date
of this press release. We anticipate that subsequent events and
developments will cause our views to change. However, while we may
elect to update these forward-looking statements at some point in
the future, we have no current intention of doing so except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing our views as of
any date subsequent to the date of this press release.
Media Relations:PR@sharecare.com
Investor
Relations:investors@sharecare.com
SHARECARE,
INC.CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share
amounts)
|
Three Months Ended December 31, |
|
Year Ended December 31, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
(unaudited) |
|
(unaudited) |
|
|
|
|
Revenue |
$ |
105,276 |
|
|
$ |
123,262 |
|
|
$ |
445,251 |
|
|
$ |
442,415 |
|
Costs and operating
expenses: |
|
|
|
|
|
|
|
Costs of revenue (exclusive of
depreciation and amortization below) |
|
59,338 |
|
|
|
73,241 |
|
|
|
254,545 |
|
|
|
238,293 |
|
Sales and marketing |
|
13,562 |
|
|
|
15,172 |
|
|
|
57,420 |
|
|
|
55,870 |
|
Product and technology |
|
16,934 |
|
|
|
16,290 |
|
|
|
70,046 |
|
|
|
70,527 |
|
General and
administrative |
|
33,267 |
|
|
|
33,770 |
|
|
|
138,008 |
|
|
|
171,811 |
|
Depreciation and
amortization |
|
17,629 |
|
|
|
12,425 |
|
|
|
61,207 |
|
|
|
45,256 |
|
Total costs and operating expenses |
|
140,730 |
|
|
|
150,898 |
|
|
|
581,226 |
|
|
|
581,757 |
|
Loss from operations |
|
(35,454 |
) |
|
|
(27,636 |
) |
|
|
(135,975 |
) |
|
|
(139,342 |
) |
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
Interest income |
|
1,435 |
|
|
|
1,417 |
|
|
|
6,296 |
|
|
|
1,867 |
|
Interest expense |
|
(365 |
) |
|
|
(852 |
) |
|
|
(1,760 |
) |
|
|
(2,431 |
) |
Other income |
|
133 |
|
|
|
2,925 |
|
|
|
1,218 |
|
|
|
20,215 |
|
Total other income |
|
1,203 |
|
|
|
3,490 |
|
|
|
5,754 |
|
|
|
19,651 |
|
Loss before income tax benefit (expense) |
|
(34,251 |
) |
|
|
(24,146 |
) |
|
|
(130,221 |
) |
|
|
(119,691 |
) |
Income tax benefit
(expense) |
|
262 |
|
|
|
(59 |
) |
|
|
209 |
|
|
|
206 |
|
Net loss |
|
(33,989 |
) |
|
|
(24,205 |
) |
|
|
(130,012 |
) |
|
|
(119,485 |
) |
Net income (loss) attributable
to non-controlling interest in subsidiaries |
|
256 |
|
|
|
(81 |
) |
|
|
(1,514 |
) |
|
|
(778 |
) |
Net loss attributable to Sharecare, Inc. |
$ |
(34,245 |
) |
|
$ |
(24,124 |
) |
|
$ |
(128,498 |
) |
|
$ |
(118,707 |
) |
|
|
|
|
|
|
|
|
Net earnings (loss) per share
attributable to common stockholders: |
|
|
|
|
|
|
|
Basic |
$ |
(0.10 |
) |
|
$ |
(0.07 |
) |
|
$ |
(0.36 |
) |
|
$ |
(0.34 |
) |
Diluted |
$ |
(0.10 |
) |
|
$ |
(0.07 |
) |
|
$ |
(0.36 |
) |
|
$ |
(0.34 |
) |
|
|
|
|
|
|
|
|
Weighted-average common shares
outstanding: |
|
|
|
|
|
|
|
Basic |
|
351,519,172 |
|
|
|
350,688,872 |
|
|
|
352,076,785 |
|
|
|
348,103,491 |
|
Diluted |
|
351,519,172 |
|
|
|
350,688,872 |
|
|
|
352,076,785 |
|
|
|
348,103,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHARECARE,
INC.CONSOLIDATED BALANCE
SHEETS(In thousands, except share and per share
amounts)
|
As of December 31, |
|
|
2023 |
|
|
|
2022 |
|
Assets |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ |
128,187 |
|
|
$ |
182,508 |
|
Accounts receivable, net (net of allowance for doubtful accounts of
$8,544 and $7,197, respectively) |
|
128,173 |
|
|
|
116,877 |
|
Other receivables |
|
2,262 |
|
|
|
4,114 |
|
Prepaid expenses |
|
6,007 |
|
|
|
12,612 |
|
Other current assets |
|
3,178 |
|
|
|
4,515 |
|
Total current assets |
|
267,807 |
|
|
|
320,626 |
|
Property and equipment, net |
|
3,375 |
|
|
|
5,082 |
|
Other long-term assets |
|
13,863 |
|
|
|
20,362 |
|
Intangible assets, net |
|
136,552 |
|
|
|
163,114 |
|
Goodwill |
|
192,037 |
|
|
|
191,817 |
|
Total assets |
$ |
613,634 |
|
|
$ |
701,001 |
|
Liabilities,
Redeemable Convertible Preferred Stock and Stockholders’
Equity |
|
|
|
Current liabilities: |
|
|
|
Accounts payable |
$ |
45,388 |
|
|
$ |
8,838 |
|
Accrued expenses and other current liabilities |
|
65,706 |
|
|
|
81,627 |
|
Deferred revenue |
|
5,517 |
|
|
|
9,032 |
|
Contract liabilities, current |
|
— |
|
|
|
1,535 |
|
Total current liabilities |
|
116,611 |
|
|
|
101,032 |
|
Warrant liabilities |
|
403 |
|
|
|
2,441 |
|
Long-term debt |
|
519 |
|
|
|
— |
|
Other long-term liabilities |
|
8,032 |
|
|
|
16,723 |
|
Total liabilities |
|
125,565 |
|
|
|
120,196 |
|
Commitments and contingencies |
|
|
|
Series A redeemable convertible preferred stock, $0.0001 par value;
5,000,000 shares authorized; 5,000,000 shares issued and
outstanding, aggregate liquidation preference of $50,000 as of
December 31, 2023 and 2022 |
|
58,205 |
|
|
|
58,205 |
|
Stockholders’ equity: |
|
|
|
Common stock, $0.0001 par value; 600,000,000 and 600,000,000 shares
authorized; 353,430,357 and 354,463,620 shares issued and
outstanding as of December 31, 2023 and 2022,
respectively |
|
35 |
|
|
|
35 |
|
Additional paid-in capital |
|
1,157,737 |
|
|
|
1,120,024 |
|
Accumulated other comprehensive loss |
|
(2,263 |
) |
|
|
(2,794 |
) |
Accumulated deficit |
|
(725,373 |
) |
|
|
(595,820 |
) |
Total Sharecare, Inc. stockholders’ equity |
|
430,136 |
|
|
|
521,445 |
|
Noncontrolling interest in subsidiaries |
|
(272 |
) |
|
|
1,155 |
|
Total stockholders’ equity |
|
429,864 |
|
|
|
522,600 |
|
Total liabilities, redeemable convertible preferred stock and
stockholders’ equity |
$ |
613,634 |
|
|
$ |
701,001 |
|
|
|
|
|
|
|
|
|
SHARECARE,
INC.RECONCILIATION OF GAAP NET INCOME (LOSS) TO
ADJUSTED EBITDA(Unaudited)(In
thousands)
|
|
Three Months EndedDecember
31, |
|
Year Ended December 31, |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Net loss |
|
$ |
(33,989 |
) |
|
$ |
(24,205 |
) |
|
$ |
(130,012 |
) |
|
$ |
(119,485 |
) |
Add: |
|
|
|
|
|
|
|
|
Depreciation and
amortization |
|
|
17,629 |
|
|
|
12,425 |
|
|
|
61,207 |
|
|
|
45,256 |
|
Interest income |
|
|
(1,435 |
) |
|
|
(1,417 |
) |
|
|
(6,296 |
) |
|
|
(1,867 |
) |
Interest expense |
|
|
365 |
|
|
|
852 |
|
|
|
1,760 |
|
|
|
2,431 |
|
Income tax (benefit)
expense |
|
|
(262 |
) |
|
|
59 |
|
|
|
(209 |
) |
|
|
(206 |
) |
Other income |
|
|
(133 |
) |
|
|
(2,925 |
) |
|
|
(1,218 |
) |
|
|
(20,215 |
) |
Share-based compensation |
|
|
11,623 |
|
|
|
8,009 |
|
|
|
46,945 |
|
|
|
69,628 |
|
Warrants issued with revenue
contracts |
|
|
— |
|
|
|
14 |
|
|
|
38 |
|
|
|
62 |
|
Amortization of non-cash
payment for research and development |
|
|
1,191 |
|
|
|
1,190 |
|
|
|
4,762 |
|
|
|
2,460 |
|
Non-operating, non-recurring
costs(a) |
|
|
1,437 |
|
|
|
3,512 |
|
|
|
5,852 |
|
|
|
11,113 |
|
Reorganizational and severance
costs(b) |
|
|
5,730 |
|
|
|
3,921 |
|
|
|
31,995 |
|
|
|
10,789 |
|
Acquisition-related costs |
|
|
828 |
|
|
|
1,088 |
|
|
|
1,653 |
|
|
|
5,832 |
|
Adjusted EBITDA(c)(d) |
|
$ |
2,984 |
|
|
$ |
2,523 |
|
|
$ |
16,477 |
|
|
$ |
5,798 |
|
|
(a) |
For the year ended December 31, 2023, primarily represents costs
related to legal matters of $1.9 million, the ERP implementation of
$1.0 million, and contractual obligations of $0.9 million. For the
year ended December 31, 2022, primarily represents costs related to
legal matters of $3.5 million, new business opportunities of $2.6
million, and the ERP implementation of $1.5 million. |
|
(b) |
For the year ended December 31,
2023, primarily represents costs related to globalizing the
Company's workforce of $26.8 million and severance of $5.2 million.
For the year ended December 31, 2022, primarily represents costs
related to globalizing the Company's workforce of $9.6 million and
severance of $1.2 million. |
|
(c) |
Includes non-cash amortization
associated with contract liabilities recorded in connection with
acquired businesses. |
|
(d) |
Effective September 30, 2023, we
no longer exclude costs associated with exiting a contract, lease
terminations, and indirect globalization employee costs from our
computation of Adjusted EBITDA. For the year ended December 31,
2022, these costs totaled $3.8 million, $4.7 million, and $1.5
million, respectively. Adjusted EBITDA for 2022 has been recast to
conform to the current period computation methodology. |
|
|
|
SHARECARE,
INC.RECONCILIATION OF GAAP NET INCOME (LOSS)
ATTRIBUTABLE TO SHARECARE TO ADJUSTED NET LOSS AND
ADJUSTED LOSS PER
SHARE(Unaudited)(In thousands,
except share and per share data)
|
|
Three Months EndedDecember
31, |
|
Year Ended December 31, |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Net loss attributable to
Sharecare, Inc. |
|
$ |
(34,245 |
) |
|
$ |
(24,124 |
) |
|
$ |
(128,498 |
) |
|
$ |
(118,707 |
) |
Add: |
|
|
|
|
|
|
|
|
Amortization of acquired
intangibles(a) |
|
|
1,632 |
|
|
|
1,631 |
|
|
|
6,529 |
|
|
|
6,526 |
|
Amortization of deferred
financing fees |
|
|
— |
|
|
|
71 |
|
|
|
31 |
|
|
|
280 |
|
Change in fair value of
warrant liability and contingent consideration |
|
|
(175 |
) |
|
|
(2,727 |
) |
|
|
(3,521 |
) |
|
|
(18,492 |
) |
Share-based compensation |
|
|
11,623 |
|
|
|
8,009 |
|
|
|
46,945 |
|
|
|
69,628 |
|
Warrants issued with revenue
contracts |
|
|
— |
|
|
|
14 |
|
|
|
38 |
|
|
|
62 |
|
Amortization of non-cash
payment for research and development |
|
|
1,191 |
|
|
|
1,190 |
|
|
|
4,762 |
|
|
|
2,460 |
|
Non-operating, non-recurring
costs(b) |
|
|
1,437 |
|
|
|
3,512 |
|
|
|
5,852 |
|
|
|
11,113 |
|
Reorganizational and severance
costs(c) |
|
|
5,730 |
|
|
|
3,921 |
|
|
|
31,995 |
|
|
|
10,789 |
|
Acquisition-related costs |
|
|
828 |
|
|
|
1,088 |
|
|
|
1,653 |
|
|
|
5,832 |
|
Adjusted net loss(d)(e) |
|
$ |
(11,979 |
) |
|
$ |
(7,415 |
) |
|
$ |
(34,214 |
) |
|
$ |
(30,509 |
) |
|
|
|
|
|
|
|
|
|
Weighted-average common shares
outstanding, basic and diluted |
|
|
351,519,172 |
|
|
|
350,688,872 |
|
|
|
352,076,785 |
|
|
|
348,103,491 |
|
|
|
|
|
|
|
|
|
|
Adjusted loss per share, basic
and diluted |
|
$ |
(0.03 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.09 |
) |
|
(a) |
Represents non-cash expenses related to the amortization of
intangibles in connection with acquired businesses. |
|
(b) |
For the year ended December
31, 2023, primarily represents costs related to legal matters of
$1.9 million, the ERP implementation of $1.0 million, and
contractual obligations of $0.9 million. For the year ended
December 31, 2022, primarily represents costs related to legal
matters of $3.5 million, new business opportunities of $2.6
million, and the ERP implementation of $1.5 million. |
|
(c) |
For the year ended December 31,
2023, primarily represents costs related to globalizing the
Company's workforce of $26.8 million and severance of $5.2 million.
For the year ended December 31, 2022, primarily represents costs
related to globalizing the Company's workforce of $9.6 million and
severance of $1.2 million. |
|
(d) |
The income tax effect of the
Company’s non-GAAP reconciling items are offset by valuation
allowance adjustments of the same amount given the Company is in a
full valuation allowance position. |
|
(e) |
Effective September 30, 2023, we
no longer exclude costs associated with exiting a contract, lease
terminations, and indirect globalization employee costs from our
computation of Adjusted Loss. For the year ended December 31, 2022,
these costs totaled $3.8 million, $4.7 million, and $1.5 million,
respectively. Adjusted Loss for 2022 has been recast to conform to
the current period computation methodology. |
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