Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39535 | |
Entity Registrant Name | SHARECARE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1365053 | |
Entity Address, Address Line One | 255 East Paces Ferry Road NE, Suite 700 | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30305 | |
City Area Code | 404 | |
Local Phone Number | 671-4000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 339,034,410 | |
Entity Central Index Key | 0001816233 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock, par value $0.0001 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | SHCR | |
Security Exchange Name | NASDAQ | |
Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | SHCRW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 325,915,000 | $ 22,603,000 | |
Accounts receivable, net (net of allowance for doubtful accounts of $5,712 and $5,707, respectively) | 85,062,000 | 70,540,000 | |
Other receivables | 2,520,000 | 3,152,000 | |
Prepaid expenses | 10,056,000 | 3,876,000 | |
Other current assets | 2,502,000 | 1,521,000 | |
Total current assets | 426,055,000 | 101,692,000 | |
Property and equipment, net | 4,586,000 | 4,073,000 | |
Other long term assets | 11,918,000 | 6,226,000 | |
Intangible assets, net | 151,481,000 | 78,247,000 | |
Goodwill | 189,702,000 | 75,736,000 | |
Total assets | 783,742,000 | 265,974,000 | |
Current liabilities: | |||
Accounts payable | 22,248,000 | 19,346,000 | |
Accrued expenses and other current liabilities | 41,828,000 | 41,669,000 | |
Deferred revenue | 21,037,000 | 9,907,000 | |
Contract liabilities, current | 4,470,000 | 4,045,000 | |
Debt, current | 0 | 1,011,000 | |
Total current liabilities | 89,583,000 | 75,978,000 | |
Contract liabilities, noncurrent | 2,894,000 | 6,261,000 | |
Warrant liabilities | 34,692,000 | 4,963,000 | |
Long-term debt | 243,000 | 171,213,000 | |
Other long-term liabilities | 47,814,000 | 17,015,000 | |
Total liabilities | 175,226,000 | 275,430,000 | |
Commitments and contingencies | |||
Redeemable noncontrolling interest | [1] | 0 | 4,000,000 |
Series A redeemable convertible preferred stock, $0.0001 par value; 5,000,000 and no shares authorized; 5,000,000 and no shares issued and outstanding, aggregate liquidation preference of $50,000 and 0 as of September 30, 2021 and December 31, 2020, respectively (1) | [2] | $ 58,205,000 | $ 0 |
Common stock, shares authorized | 600,000,000 | 424,353,300 | |
Stockholders’ equity (deficit): | |||
Common stock $0.0001 par value; 600,000,000 and 424,353,300 shares authorized; 339,034,410 and 217,106,957 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively (1) | [2] | $ 34,000 | $ 22,000 |
Additional paid-in capital | 1,037,377,000 | 377,134,000 | |
Accumulated other comprehensive loss | (1,728,000) | (702,000) | |
Accumulated deficit | (487,322,000) | (392,113,000) | |
Total Sharecare stockholders’ equity (deficit) | [2] | 548,361,000 | (15,659,000) |
Noncontrolling interest in subsidiaries | 1,950,000 | 2,203,000 | |
Total stockholders’ equity (deficit) | [1] | 550,311,000 | (13,456,000) |
Total liabilities, redeemable noncontrolling interest, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 783,742,000 | $ 265,974,000 | |
[1] | Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. | ||
[2] | Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 5,712 | $ 5,707 |
Stockholders’ equity (deficit): | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 600,000,000 | 424,353,300 |
Common stock, shares, issued | 339,034,410 | 217,106,957 |
Common stock, shares, outstanding | 339,034,410 | 217,106,957 |
Series A Preferred Stock | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | |
Redeemable convertible preferred stock, shares authorized | 5,000,000 | 0 |
Redeemable convertible preferred stock, shares issued | 5,000,000 | 0 |
Redeemable convertible preferred stock, shares outstanding | 5,000,000 | 0 |
Redeemable convertible preferred stock, aggregate liquidation preference | $ 50,000 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||||
Income Statement [Abstract] | |||||||
Revenue | $ 105,618 | $ 80,236 | $ 293,686 | $ 240,392 | |||
Costs and operating expenses: | |||||||
Costs of revenue (exclusive of depreciation and amortization below) | 51,255 | 36,905 | 144,283 | 117,153 | |||
Sales and marketing | 12,492 | 6,338 | 36,047 | 24,227 | |||
Product and technology | 16,334 | 10,459 | 52,600 | 31,606 | |||
General and administrative | 46,307 | 15,402 | 85,060 | 53,085 | |||
Depreciation and amortization | 8,751 | 6,056 | 22,601 | 19,103 | |||
Total costs and operating expenses | 135,139 | 75,160 | 340,591 | 245,174 | |||
Income (loss) from operations | (29,521) | 5,076 | (46,905) | (4,782) | |||
Other income (expense): | |||||||
Interest income | 20 | 8 | 49 | 61 | |||
Interest expense | (12,836) | (8,102) | (26,941) | (23,525) | |||
Loss on extinguishment of debt | (1,148) | 0 | (1,148) | 0 | |||
Other income (expense) | (86) | 41 | (20,815) | (270) | |||
Total other expense | (14,050) | (8,053) | (48,855) | (23,734) | |||
Loss before income tax benefit | (43,571) | (2,977) | (95,760) | (28,516) | |||
Income tax benefit | 507 | 467 | 520 | 694 | |||
Loss from equity method investment | 0 | (3,902) | 0 | (3,902) | |||
Net loss | (43,064) | (6,412) | (95,240) | (31,724) | |||
Net (loss) income attributable to noncontrolling interest in subsidiaries | 51 | [1] | (104) | [1] | (31) | (372) | |
Net loss attributable to Sharecare, Inc. | $ (43,115) | [1] | $ (6,308) | [1] | $ (95,209) | $ (31,352) | |
Net Loss per Share | |||||||
Net loss per share attributable to common stockholders, basic (in USD per share) | [2] | $ (0.13) | $ (0.03) | $ (0.36) | $ (0.15) | ||
Net loss per share attributable to common stockholders, diluted (in USD per share) | [2] | $ (0.13) | $ (0.03) | $ (0.36) | $ (0.15) | ||
Weighted-average common shares outstanding, basic (in shares) | [2] | 334,982,150 | 222,927,484 | 263,558,268 | 220,150,504 | ||
Weighted-average common shares outstanding, diluted (in shares) | [2] | 334,982,150 | 222,927,484 | 263,558,268 | 220,150,504 | ||
Comprehensive loss attributable to Sharecare, Inc. | |||||||
Net loss | $ (43,064) | $ (6,412) | $ (95,240) | $ (31,724) | |||
Foreign currency translation | (741) | [1] | 482 | [1] | (1,112) | (1,306) | |
Comprehensive loss | (43,805) | (5,930) | (96,352) | (33,030) | |||
Comprehensive (loss) income attributable to noncontrolling interest in subsidiaries | (119) | (186) | (117) | (1,292) | |||
Comprehensive loss attributable to Sharecare, Inc. | $ (43,686) | $ (5,744) | $ (96,235) | $ (31,738) | |||
[1] | Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. | ||||||
[2] | Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit) - USD ($) | Total | Previously reported | Conversion of shares due to Reverse Recapitalization | Convertible debt | Convertible warrants | Redeemable convertible preferred stock | Redeemable convertible preferred stockPreviously reported | Redeemable convertible preferred stockConversion of shares due to Reverse Recapitalization | Common Stock | Common StockPreviously reported | Common StockConversion of shares due to Reverse Recapitalization | Common StockConvertible debt | Common StockConvertible warrants | Additional Paid-In Capital | Additional Paid-In CapitalPreviously reported | Additional Paid-In CapitalConversion of shares due to Reverse Recapitalization | Additional Paid-In CapitalConvertible debt | Additional Paid-In CapitalConvertible warrants | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossPreviously reported | Accumulated Other Comprehensive LossConversion of shares due to Reverse Recapitalization | Accumulated Deficit | Accumulated DeficitPreviously reported | Accumulated DeficitConversion of shares due to Reverse Recapitalization | Noncontrolling Interest | Noncontrolling InterestPreviously reported | Noncontrolling InterestConversion of shares due to Reverse Recapitalization | ||||||||
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2019 | [1] | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest | |||||||||||||||||||||||||||||||||||
Issuance of redeemable noncontrolling interest for and stock for Visualize Health acquisitions | [1] | 5,040,000 | |||||||||||||||||||||||||||||||||
Change in fair value of redeemable noncontrolling interest in subsidiaries | [1] | 960,000 | |||||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, ending balance at Mar. 31, 2020 | [1] | 6,000,000 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2019 | [1] | 0 | 877,854 | (877,854) | |||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2019 | [1] | $ 0 | $ 183,983,000 | $ (183,983,000) | |||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2020 | [1] | 0 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, ending balance at Mar. 31, 2020 | [1] | $ 0 | |||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 211,051,406 | 2,083,916 | 208,967,490 | |||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | [1] | 9,556,000 | (174,427,000) | 183,983,000 | $ 21,000 | $ 2,000 | $ 19,000 | $ 339,581,000 | $ 155,617,000 | $ 183,964,000 | $ (1,202,000) | $ (1,202,000) | $ 0 | $ (332,095,000) | $ (332,095,000) | $ 0 | $ 3,251,000 | $ 3,251,000 | $ 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||
Stock options exercised (in shares) | [1] | 58,361 | |||||||||||||||||||||||||||||||||
Stock options exercised | [1] | 61,000 | 61,000 | ||||||||||||||||||||||||||||||||
Issuance of redeemable noncontrolling interest for and stock for Visualize Health acquisitions | [1] | 584,000 | 584,000 | ||||||||||||||||||||||||||||||||
Change in fair value of redeemable noncontrolling interest in subsidiaries | [1] | (960,000) | (960,000) | ||||||||||||||||||||||||||||||||
Share-based compensation | [1] | 647,000 | 647,000 | ||||||||||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interest in subsidiaries | [1] | 32,000 | 32,000 | ||||||||||||||||||||||||||||||||
Currency translation adjustment | [1] | (1,754,000) | (1,014,000) | (740,000) | |||||||||||||||||||||||||||||||
Net income (loss) attributable to Sharecare, Inc. | [1] | (11,633,000) | (11,633,000) | ||||||||||||||||||||||||||||||||
Other | [1] | 135,000 | 135,000 | ||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2020 | [1] | (3,332,000) | $ 21,000 | 340,048,000 | (2,216,000) | (343,728,000) | 2,543,000 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | [1] | 211,109,767 | |||||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2019 | [1] | 0 | 0 | 0 | |||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, ending balance at Sep. 30, 2020 | [1] | 6,000,000 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2019 | [1] | 0 | 877,854 | (877,854) | |||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2019 | [1] | $ 0 | $ 183,983,000 | $ (183,983,000) | |||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Sep. 30, 2020 | [1] | 0 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, ending balance at Sep. 30, 2020 | [1] | $ 0 | |||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | [1] | 211,051,406 | 2,083,916 | 208,967,490 | |||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | [1] | 9,556,000 | (174,427,000) | 183,983,000 | $ 21,000 | $ 2,000 | $ 19,000 | 339,581,000 | 155,617,000 | 183,964,000 | (1,202,000) | (1,202,000) | 0 | (332,095,000) | (332,095,000) | 0 | 3,251,000 | 3,251,000 | 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interest in subsidiaries | (372,000) | ||||||||||||||||||||||||||||||||||
Currency translation adjustment | (1,306,000) | ||||||||||||||||||||||||||||||||||
Net income (loss) attributable to Sharecare, Inc. | (31,352,000) | ||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | [1] | (7,254,000) | $ 21,000 | 355,799,000 | (1,588,000) | (363,445,000) | 1,959,000 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | [1] | 216,159,219 | |||||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, beginning balance at Mar. 31, 2020 | [1] | 6,000,000 | |||||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, ending balance at Jun. 30, 2020 | [1] | 6,000,000 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2020 | [1] | 0 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance at Mar. 31, 2020 | [1] | $ 0 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Jun. 30, 2020 | [1] | 0 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, ending balance at Jun. 30, 2020 | [1] | $ 0 | |||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | [1] | 211,109,767 | |||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2020 | [1] | (3,332,000) | $ 21,000 | 340,048,000 | (2,216,000) | (343,728,000) | 2,543,000 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||
Stock options exercised (in shares) | [1] | 66,769 | |||||||||||||||||||||||||||||||||
Stock options exercised | [1] | 70,000 | 70,000 | ||||||||||||||||||||||||||||||||
Issuance of stock for acquisitions (in shares) | [1] | 3,386,990 | |||||||||||||||||||||||||||||||||
Issuance of stock for acquisitions | [1] | 7,547,000 | $ 0 | 7,547,000 | |||||||||||||||||||||||||||||||
Share-based compensation | [1] | 5,166,000 | 5,166,000 | ||||||||||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interest in subsidiaries | [1] | (300,000) | (300,000) | ||||||||||||||||||||||||||||||||
Currency translation adjustment | [1] | (34,000) | 64,000 | (98,000) | |||||||||||||||||||||||||||||||
Net income (loss) attributable to Sharecare, Inc. | [1] | (13,409,000) | (13,409,000) | ||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2020 | [1] | (4,292,000) | $ 21,000 | 352,831,000 | (2,152,000) | (357,137,000) | 2,145,000 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | [1] | 214,563,526 | |||||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, ending balance at Sep. 30, 2020 | [1] | 6,000,000 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Sep. 30, 2020 | [1] | 0 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, ending balance at Sep. 30, 2020 | [1] | $ 0 | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||
Stock options exercised (in shares) | [1] | 170,522 | |||||||||||||||||||||||||||||||||
Stock options exercised | [1] | 143,000 | 143,000 | ||||||||||||||||||||||||||||||||
Issuance of warrants | [1] | 35,000 | 35,000 | ||||||||||||||||||||||||||||||||
Issuance of stock for acquisitions (in shares) | [1] | 1,425,171 | |||||||||||||||||||||||||||||||||
Issuance of stock for acquisitions | [1] | 2,160,000 | $ 0 | 2,160,000 | |||||||||||||||||||||||||||||||
Share-based compensation | [1] | 630,000 | 630,000 | ||||||||||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interest in subsidiaries | [1] | (104,000) | (104,000) | ||||||||||||||||||||||||||||||||
Currency translation adjustment | [1] | 482,000 | 564,000 | (82,000) | |||||||||||||||||||||||||||||||
Net income (loss) attributable to Sharecare, Inc. | [1] | (6,308,000) | (6,308,000) | ||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | [1] | (7,254,000) | $ 21,000 | 355,799,000 | (1,588,000) | (363,445,000) | 1,959,000 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | [1] | 216,159,219 | |||||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2020 | [1] | 4,000,000 | 4,000,000 | 0 | |||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, ending balance at Mar. 31, 2021 | [1] | 4,000,000 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2020 | [1] | 0 | 896,533 | (896,533) | |||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2020 | $ 0 | [2] | $ 0 | [1] | $ 190,875,000 | [1] | $ (190,875,000) | [1] | |||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2021 | [1] | 0 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, ending balance at Mar. 31, 2021 | [1] | $ 0 | |||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 217,106,957 | 217,106,957 | [1] | 2,150,217 | [1] | 214,956,740 | [1] | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | [1] | $ (13,456,000) | (204,331,000) | 190,875,000 | $ 22,000 | $ 2,000 | $ 20,000 | 377,134,000 | 186,279,000 | 190,855,000 | (702,000) | (702,000) | 0 | (392,113,000) | (392,113,000) | 0 | 2,203,000 | 2,203,000 | 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||
Stock options exercised (in shares) | [1] | 1,425,100 | |||||||||||||||||||||||||||||||||
Stock options exercised | [1] | 1,375,000 | 1,375,000 | ||||||||||||||||||||||||||||||||
Issuance of warrants | [1] | 39,000 | 39,000 | ||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | [1] | 672,324 | |||||||||||||||||||||||||||||||||
Conversion of convertible securities | [1] | 645,000 | $ 0 | 645,000 | |||||||||||||||||||||||||||||||
Issuance of stock for acquisitions (in shares) | [1] | 8,435,301 | |||||||||||||||||||||||||||||||||
Issuance of stock for acquisitions | [1] | 81,293,000 | $ 1,000 | 81,292,000 | |||||||||||||||||||||||||||||||
Share-based compensation | [1] | 12,026,000 | 12,026,000 | ||||||||||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interest in subsidiaries | [1] | (106,000) | (18,000) | (88,000) | |||||||||||||||||||||||||||||||
Currency translation adjustment | [1] | (960,000) | (791,000) | (169,000) | |||||||||||||||||||||||||||||||
Net income (loss) attributable to Sharecare, Inc. | [1] | (31,846,000) | (31,846,000) | ||||||||||||||||||||||||||||||||
Other | [1] | (988,000) | (988,000) | ||||||||||||||||||||||||||||||||
Ending balance at Mar. 31, 2021 | [1] | 48,022,000 | $ 23,000 | 471,523,000 | (1,511,000) | (423,959,000) | 1,946,000 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | [1] | 227,639,682 | |||||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2020 | [1] | 4,000,000 | 4,000,000 | 0 | |||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, ending balance at Sep. 30, 2021 | [1] | 0 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2020 | [1] | 0 | 896,533 | (896,533) | |||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2020 | 0 | [2] | $ 0 | [1] | $ 190,875,000 | [1] | $ (190,875,000) | [1] | |||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Sep. 30, 2021 | [1] | 5,000,000 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, ending balance at Sep. 30, 2021 | $ 58,205,000 | [2] | $ 58,205,000 | [1] | |||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 217,106,957 | 217,106,957 | [1] | 2,150,217 | [1] | 214,956,740 | [1] | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | [1] | $ (13,456,000) | $ (204,331,000) | $ 190,875,000 | $ 22,000 | $ 2,000 | $ 20,000 | 377,134,000 | $ 186,279,000 | $ 190,855,000 | (702,000) | $ (702,000) | $ 0 | (392,113,000) | $ (392,113,000) | $ 0 | 2,203,000 | $ 2,203,000 | $ 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||
Stock options exercised (in shares) | 3,066,506 | ||||||||||||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interest in subsidiaries | $ (31,000) | ||||||||||||||||||||||||||||||||||
Currency translation adjustment | (1,112,000) | ||||||||||||||||||||||||||||||||||
Net income (loss) attributable to Sharecare, Inc. | (95,209,000) | ||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | [1] | $ 550,311,000 | $ 34,000 | 1,037,377,000 | (1,728,000) | (487,322,000) | 1,950,000 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 339,034,410 | 339,034,410 | [1] | ||||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, beginning balance at Mar. 31, 2021 | [1] | $ 4,000,000 | |||||||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest | |||||||||||||||||||||||||||||||||||
Dissolution of redeemable noncontrolling interest for Visualize Health | [1] | (4,000,000) | |||||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, ending balance at Jun. 30, 2021 | [1] | 0 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2021 | [1] | 0 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance at Mar. 31, 2021 | [1] | $ 0 | |||||||||||||||||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||||||||||||||||
Issuance of Series D stock (in shares) | [1] | 4,453,659 | |||||||||||||||||||||||||||||||||
Issuance of Series D stock | [1] | $ 51,754,000 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Jun. 30, 2021 | [1] | 4,453,659 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, ending balance at Jun. 30, 2021 | [1] | $ 51,754,000 | |||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | [1] | 227,639,682 | |||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2021 | [1] | 48,022,000 | $ 23,000 | 471,523,000 | (1,511,000) | (423,959,000) | 1,946,000 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||
Stock options exercised (in shares) | [1] | 233,372 | |||||||||||||||||||||||||||||||||
Stock options exercised | [1] | 255,000 | 255,000 | ||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | [1] | 53,658 | |||||||||||||||||||||||||||||||||
Conversion of convertible securities | [1] | 75,000 | $ 0 | 75,000 | |||||||||||||||||||||||||||||||
Issuance of stock for acquisitions (in shares) | [1] | 1,078,213 | |||||||||||||||||||||||||||||||||
Issuance of stock for acquisitions | [1] | 0 | |||||||||||||||||||||||||||||||||
Share-based compensation | [1] | 2,360,000 | 2,360,000 | ||||||||||||||||||||||||||||||||
Dissolution of redeemable NCI for Visualize Health (in shares) | [1] | 895,435 | |||||||||||||||||||||||||||||||||
Dissolution of redeemable noncontrolling interest for Visualize Health | [1] | 4,000,000 | 4,136,000 | (136,000) | |||||||||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interest in subsidiaries | [1] | 24,000 | 24,000 | ||||||||||||||||||||||||||||||||
Currency translation adjustment | [1] | 589,000 | 354,000 | 235,000 | |||||||||||||||||||||||||||||||
Net income (loss) attributable to Sharecare, Inc. | [1] | (20,248,000) | (20,248,000) | ||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | [1] | $ 35,077,000 | $ 23,000 | 478,349,000 | (1,157,000) | (444,207,000) | 2,069,000 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | [1] | 229,900,360 | |||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jul. 01, 2021 | 337,088,179 | ||||||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, beginning balance at Jun. 30, 2021 | [1] | $ 0 | |||||||||||||||||||||||||||||||||
Redeemable noncontrolling interest, ending balance at Sep. 30, 2021 | [1] | 0 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Jun. 30, 2021 | [1] | 4,453,659 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance at Jun. 30, 2021 | [1] | $ 51,754,000 | |||||||||||||||||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||||||||||||||||
Issuance of Series D stock (in shares) | [1] | 546,341 | |||||||||||||||||||||||||||||||||
Issuance of Series D stock | [1] | $ 6,451,000 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, beginning balance (in shares) at Sep. 30, 2021 | [1] | 5,000,000 | |||||||||||||||||||||||||||||||||
Redeemable convertible preferred stock, ending balance at Sep. 30, 2021 | 58,205,000 | [2] | $ 58,205,000 | [1] | |||||||||||||||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | [1] | 229,900,360 | |||||||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2021 | [1] | 35,077,000 | $ 23,000 | 478,349,000 | (1,157,000) | (444,207,000) | 2,069,000 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||
Stock options exercised (in shares) | [1] | 683,463 | |||||||||||||||||||||||||||||||||
Stock options exercised | [1] | 1,121,000 | 1,121,000 | ||||||||||||||||||||||||||||||||
Issuance of warrants | [1] | 22,000 | 22,000 | ||||||||||||||||||||||||||||||||
Issuance of stock for doc.ai antidilution provision (in shares) | [1] | 1,052,398 | |||||||||||||||||||||||||||||||||
Issuance of stock for doc.ai antidilution provision | [1] | 12,682,000 | 12,682,000 | ||||||||||||||||||||||||||||||||
Conversion of convertible securities (in shares) | [1] | 37,695,910 | 10,921,334 | ||||||||||||||||||||||||||||||||
Conversion of convertible securities | [1] | $ 136,399,000 | $ 10,761,000 | $ 4,000 | $ 1,000 | $ 136,395,000 | $ 10,760,000 | ||||||||||||||||||||||||||||
Issuance of stock for acquisitions (in shares) | [1] | 1,262,475 | |||||||||||||||||||||||||||||||||
Issuance of stock for acquisitions | [1] | 10,348,000 | $ 0 | 10,348,000 | |||||||||||||||||||||||||||||||
Business Combination and Private Placement financing, net of issuance costs (in shares) | [1] | 57,451,915 | |||||||||||||||||||||||||||||||||
Business Combination and Private Placement financing, net of issuance costs | [1] | 376,576,000 | $ 6,000 | 376,570,000 | |||||||||||||||||||||||||||||||
Share-based compensation | [1] | 11,130,000 | 11,130,000 | ||||||||||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interest in subsidiaries | [1] | 51,000 | 51,000 | ||||||||||||||||||||||||||||||||
Currency translation adjustment | [1] | (741,000) | (571,000) | (170,000) | |||||||||||||||||||||||||||||||
Net income (loss) attributable to Sharecare, Inc. | [1] | (43,115,000) | (43,115,000) | ||||||||||||||||||||||||||||||||
Other (in shares) | [1] | 66,555 | |||||||||||||||||||||||||||||||||
Other | [1] | 0 | |||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | [1] | $ 550,311,000 | $ 34,000 | $ 1,037,377,000 | $ (1,728,000) | $ (487,322,000) | $ 1,950,000 | ||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 339,034,410 | 339,034,410 | [1] | ||||||||||||||||||||||||||||||||
[1] | Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. | ||||||||||||||||||||||||||||||||||
[2] | Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (95,240) | $ (31,724) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 22,601 | 19,103 |
Non-cash interest expense | 4,434 | 17,364 |
Write-off of deferred financing fees and debt discount | 12,063 | 0 |
Loss on extinguishment of debt | 1,148 | 0 |
Amortization of contract liabilities | (4,204) | (4,258) |
Accretion of contract liabilities | 1,170 | 1,540 |
Loss from equity method investment | 0 | 3,902 |
Change in fair value of warrant liability and contingent consideration | 21,719 | 302 |
Share-based compensation | 25,516 | 6,443 |
Deferred income taxes | (479) | (12) |
Payment of PIK interest | (8,903) | 0 |
Other | (122) | 400 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net and other receivables | (11,198) | 11,946 |
Prepaid expenses and other assets | (1,157) | (2,923) |
Accounts payable and accrued expense | (8,654) | (4,921) |
Deferred revenue | 9,449 | (7,853) |
Net cash provided by (used in) used in operating activities | (31,857) | 9,309 |
Cash flows from investing activities: | ||
Acquisition of Visualize Health | 0 | (2,000) |
Acquisition of Mindsciences | 0 | 140 |
Acquisition of CareLinx | (54,774) | 0 |
Acquisition of doc.ai | (16,784) | 0 |
Purchases of property and equipment | (1,898) | (1,511) |
Capitalized internal-use software costs | (23,989) | (11,809) |
Net cash used in investing activities | (97,445) | (15,180) |
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 50,000 | 0 |
Proceeds from issuance of debt | 20,000 | 38,000 |
Repayment of debt | (66,163) | (30,000) |
Net proceeds from Reverse Recapitalization with Falcon Capital Acquisition Corp. | 426,240 | 0 |
Proceeds from exercise of common stock options | 3,473 | 274 |
Payments on capital lease obligations | (769) | (1,088) |
Financing costs in conjunction with the issuance of debt | (1) | (1,095) |
Net cash provided by financing activities | 432,780 | 6,091 |
Effect of exchange rates on cash and cash equivalents | (166) | (714) |
Net increase (decrease) in cash and cash equivalents | 303,312 | (494) |
Cash and cash equivalents at beginning of period | 22,603 | 23,678 |
Cash and cash equivalents at end of period | 325,915 | 23,184 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 19,496 | 7,394 |
Cash paid for income taxes | $ 45 | $ 126 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | Nature of Business and Significant Accounting Policies Nature of Business Sharecare, Inc. (“Sharecare” or the “Company”) was founded in 2009 to develop an interactive health and wellness platform and began operations in October 2010. Sharecare’s virtual health platform is designed to help people, patients, providers, employers, health plans, government organizations, and communities optimize individual and population-wide well-being by driving positive behavior change. The platform is designed to connect each stakeholder to the health management tools they need to drive engagement, establish sustained participation, increase satisfaction, reduce costs, and improve outcomes. Sharecare bridges scientifically validated clinical programs with content to deliver a personalized experience for its members, beginning with the RealAge® test, Sharecare’s health risk assessment that shows members the true age of their body, capitalizing on people’s innate curiosity of how “young” they are to draw them into the platform. The Sharecare platform provides members with a personalized action plan to guide and educate them on the habits and behaviors making the biggest impact, both positive and negative, on their RealAge. Sharecare provides the resources members need to manage their health through lifestyle or disease management and coaching programs, such as diabetes management and smoking cessation, well-being solutions, such as financial health and anxiety management; care navigation tools such as find-a-doctor, prescription savings, clinical decision support, medical records, home care, and more. Additionally, Sharecare, through its subsidiary Sharecare Health Data Services, LLC (“HDS”), provides secure, automated release of information, audit and business consulting services to streamline the medical records process for medical facilities. SPAC Transaction On July 1, 2021, Falcon Capital Acquisition Corp., the Company’s predecessor and a Delaware corporation (“FCAC”), consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated February 12, 2021 (the “Merger Agreement”), with Sharecare, Inc., a Delaware corporation (“Legacy Sharecare”), FCAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of FCAC (“Merger Sub”), and the stockholder representative. Immediately upon the completion of the Business Combination and the other transactions contemplated by the Merger Agreement (the “Transactions”, and such completion, the “Closing”), Merger Sub merged with and into Legacy Sharecare with Legacy Sharecare surviving the merger as a wholly-owned subsidiary of the Company (as successor to FCAC). In addition, in connection with the consummation of the Business Combination, the Company changed its name to “Sharecare, Inc.” and Legacy Sharecare changed its name to “Sharecare Operating Company, Inc.” Pursuant to the Merger Agreement, FCAC acquired all of the outstanding equity interests of Legacy Sharecare in a transaction valued at approximately $3.82 billion. At Closing, Legacy Sharecare stockholders received an aggregate of 271,051,959 shares of the Company’s common stock, par value $0.0001 per share (the “common stock”) and approximately $91.7 million in cash consideration paid on a pro rata basis with respect to Cash Electing Shares (as defined in the Merger Agreement). As a result of the Business Combination, the Company received gross proceeds of over $571 million, prior to transaction expenses and payment of cash consideration. The Business Combination is further described in Note 2. During July 2021, the Company settled substantially all of its existing indebtedness, totaling $178.4 million pursuant to the terms of the Merger Agreement. The Company still maintains a senior secured revolving credit facility (the “Revolving Facility”) pursuant to the Senior Secured Credit Agreement (as defined herein). Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Pursuant to the Merger Agreement, the merger between Merger Sub and Legacy Sharecare was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, FCAC was treated as the “acquired” company and Legacy Sharecare is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Sharecare issuing stock for the net assets of FCAC, accompanied by a recapitalization. The net assets of FCAC are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Sharecare was determined to be the accounting acquirer based on the following predominant factors: • Legacy Sharecare’s existing stockholders have the greatest voting interest in the Company; • The largest individual minority stockholder in the Company was a stockholder of Legacy Sharecare; • Legacy Sharecare’s directors represent the majority of the new board of directors of the Company; • Legacy Sharecare’s senior management is the senior management of the Company; and • Legacy Sharecare is the larger entity based on historical revenue and has the larger employee base. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Sharecare. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 71.26 (the “Exchange Ratio”) established in the Business Combination. Consolidation Policy The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries: Sharecare Operating Company, Inc., Lucid Global, Inc.; Healthways SC LLC; Sharecare Health Data Services, Inc.; HDS; Visualize Health, LLC; MindSciences, Inc.; SC-WHAI, LLC; Sharecare GMBH, a German-based subsidiary; Sharecare Digital Health International Limited; Sharecare SAS, a French-based subsidiary; Sharecare Services GMBH; Sharecare Australia Pty Limited, an Australian-based subsidiary; and Sharecare NZ Limited, a New Zealand-based subsidiary; doc.ai, Inc.; CareLinx Inc.; as well as Sharecare Brasil Servicos de Consultoria Ltda, a Brazil-based subsidiary in which Sharecare has a controlling interest. The Company entered into a joint venture with HInsight-Customer Care Holdings (HCA) — both the Company and HCA have an ownership in HICCH-SCL, LLC. All intercompany balances and transactions have been eliminated in consolidation. Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources for the entire company. Unaudited Interim Financial Information The accompanying interim Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020, Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2021 and 2020, Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) for each of the three month periods within the nine month periods ended September 30, 2021 and 2020, and Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 and 2020 are unaudited. T hese unaudited interim consolidated financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2021 and December 31, 2020 , the Company’s consolidated results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other future interim or annual periods. The information contained within the unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s annual financial statements for the year ended December 31, 2020. Reclassifications Certain prior period amounts previously recorded to long term debt have been reclassified to other long-term liabilities and accrued expenses in order to conform to the current period presentation. Additionally, certain prior period amounts on the Consolidated Statement of Cash Flows previously reported in other have been reclassified to the change in fair value of warrant liability and continent consideration line item in order to conform to the current period presentation. These reclassifications had no effect on the previously reported results of operations. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the use of management estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements are revenue recognition, the valuation of assets and liabilities acquired in business combinations, the useful lives of intangible assets and property and equipment, the valuation of common stock prior to the business combination, stock-based compensation, and income taxes. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Business Combinations The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations. The Company measures the cost of an acquisition as the aggregate of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree, and the equity instruments issued by the acquirer. Transaction costs directly attributable to the acquisition are expensed as incurred. The Company records goodwill for the excess of (i) the total costs of acquisition and fair value of any noncontrolling interests over (ii) the fair value of the identifiable net assets of the acquired business. Contract Liabilities In connection with acquisitions, the Company recognized current and noncurrent contract liabilities, representing off-market values associated with: (i) certain office lease agreements (amortization will continue through 2024) and (ii) certain wellness program royalty agreements (amortization will continue through 2023). Amortization expense associated with these contract liabilities for the three months ended September 30, 2021 and 2020, was $1.4 million and $1.4 million, respectively, of which $0.4 million and $0.4 million was included within cost of revenues and $1.0 million and $1.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss, respectively. Amortization expense associated with these contract liabilities for the nine months ended September 30, 2021 and 2020 was $4.2 million and $4.3 million, respectively, of which $1.3 million and $1.3 million was included within cost of revenues and $2.9 million and $3.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss, respectively. Deferred Revenue The Company records contract liabilities pursuant to ASC 606 which consist of deferred revenue and contract billings in excess of earned revenue. Deferred revenues arise from contracts that permit upfront billing and collection of fees covering the entire contractual service period, generally six to twelve months and in advance of the satisfaction of the performance obligations identified within the related contract. As of September 30, 2021 and December 31, 2020, such fees were $21.0 million and $9.9 million, respectively. The Company recognized $1.2 million of revenue during the three months ended September 30, 2021 that was included in deferred revenue at December 31, 2020. The Company recognized $7.4 million of revenue during the nine months ended September 30, 2021 that was included in deferred revenue at December 31, 2020. Revenue Recognition Performance-Based Revenue Certain contracts place a portion of fees at risk based on achieving certain performance metrics, such as customer cost savings, and/or clinical outcomes improvements (performance-based). The Company uses the most likely amount method to estimate variable consideration for these performance guarantees. The Company includes in the transaction price some or all of an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company utilizes customer data in order to measure performance. Performance-based fees subject to refund that the Company has not recognized as revenues are generally due to either: (1) data from the customer is insufficient or incomplete to measure performance; or (2) interim performance measures indicate that the Company is not currently meeting the relevant performance targets. As of September 30, 2021 and December 31, 2020, such fees included within deferred revenue were $3.8 million and $5.9 million, respectively. In the event performance levels are not met by the end of the measurement period, typically one year, some or all of the performance-based fees are required to be refunded. During the settlement process under a contract, which generally occurs six to eight months after the end of a contract year, performance-based fees are reconciled and settled. Approximately $2.7 million and $2.8 million of revenues recognized during the three months ended September 30, 2021 and 2020, respectively, were performance-based. As of September 30, 2021 and 2020, the amount of performance-based revenues during the three months ended that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $1.3 million and $1.9 million, respectively. During the three months ended September 30, 2021, $0.8 million was recognized in revenue that related to services provided prior to December 31, 2020. Approximately $8.0 million and $7.5 million of revenues recognized during the nine months ended September 30, 2021 and 2020, respectively, were performance-based. As of September 30, 2021 and 2020, the amount of performance-based revenues during the nine months ended that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $4.0 million and $6.3 million, respectively. During the nine months ended September 30, 2021, $3.4 million was recognized in revenue that related to services provided prior to December 31, 2020. Remaining Performance Obligations Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations. This includes deferred revenues and amounts that will be invoiced and recognized as revenues in future periods. As of September 30, 2021, future estimated revenue related to performance obligations with terms of more than one year that are unsatisfied or partially unsatisfied at the end of the reporting period was approximately $136.9 million. As of September 30, 2021, the Company expects to recognize revenue on approximately 37% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter. Disaggregated Revenue The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Enterprise $ 62,838 $ 46,032 $ 176,387 $ 142,448 Provider 24,110 19,150 66,266 59,485 Consumer 18,670 15,054 51,033 38,459 Total Revenue $ 105,618 $ 80,236 $ 293,686 $ 240,392 Other Expenses For the three and nine months ended September 30, 2021 and 2020, other expenses (income) consisted of the following (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Re-measurement of contingent consideration $ (4,976) $ 134 $ 10,523 $ 406 Re-measurement of warrant liabilities 5,039 (104) 11,196 (104) Other 23 (71) (904) (32) Total other (income) expenses $ 86 $ (41) $ 20,815 $ 270 Accounting Standards Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”). or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued Accounting Standards Update (“ASU”) ASU 2016-02, Leases (Topic 842). Lessees will need to recognize most leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. The standard will be effective beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating this new standard and the impact it will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), intended to improve the timing, and enhance the accounting and disclosure, of credit losses on financial assets. This update modified the existing accounting guidance related to the impairment evaluation for available-for-sale debt securities, reinsurance recoverables, and accounts receivables and could result in the creation of an allowance for credit losses as a contra asset account. The ASU requires a cumulative-effect change to retained earnings in the period of adoption and prospective changes on previously recorded impairments, to the extent applicable. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2022. Although the Company does not expect that adoption will have a significant impact on its consolidated financial statements, it will continue to analyze the impact of the adoption of this standard. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Business Combination | Business Combination As discussed in Note 1, on June 29, 2021, FCAC held a special meeting of stockholders (the “Special Meeting”) at which the FCAC stockholders considered and adopted, among other matters, the Merger Agreement. On July 1, 2021, the parties to the Merger Agreement consummated the Transactions, with Legacy Sharecare surviving the merger as a wholly owned subsidiary of the Company. Shares of Legacy Sharecare common stock issued and outstanding were canceled and converted into the right to receive 71.26 shares of common stock. Unless otherwise stated, the Exchange Ratio has been applied to the number of shares and share prices of Legacy Sharecare throughout these consolidated financial statements. Prior to the Special Meeting, holders of 19,864,030 shares of FCAC’s Class A common stock sold in FCAC’s initial public offering exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate redemption price of approximately $198.64 million. Immediately after giving effect to the Business Combination (including as a result of the redemptions described above), there were 333,875,179 issued and outstanding shares of the Company’s common stock (excluding the Earnout Shares (as defined herein)). In addition, at the closing of the Business Combination, the Company issued 5,000,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) upon conversion of the shares of Series D redeemable convertible preferred stock (the “Series D Preferred Stock”) held by one investor in accordance with the terms of the Merger Agreement. Pursuant to the Merger Agreement, 1,713,000 shares of common stock are held in escrow and shall be released to the sponsor of FCAC (the “Sponsor Earnout Shares”). In addition, 1,500,000 shares of common stock are held in escrow and shall be released to Legacy Sharecare stockholders and option holders (the “Sharecare Earnout Shares” and, together with the Sponsor Earnout Shares, the “Earnout Shares”). The Earnout Shares are subject to release upon achieving certain triggering events as defined in the Merger Agreement. The earnout conditions have not been satisfied as of September 30, 2021. The Earnout Shares allocated to Legacy Sharecare shareholders are accounted for as liability classified level 3 financial instruments that are marked-to-market each reporting period (see Note 3). The Earnout Shares allocated to the Legacy Sharecare option holders are classified as equity instruments and accounted for under ASC 718. The Business Combination was accounted for as a Reverse Recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, FCAC was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Sharecare issuing stock for the net assets of FCAC, accompanied by a recapitalization. The cash of $146.4 million, which included cash previously held in the FCAC trust (net of redemptions), and working capital accounts of FCAC were recorded at historical cost, which approximates fair value. The Company also assumed the Private Warrants and Public Warrants (each as defined herein) from FCAC, which were recorded based on the acquisition date fair value (see Note 3). Cash paid for issuance costs and advisory fees were approximately $54.0 million. Additionally, in connection with the Business Combination, the Company made one-time bonus payments of $11.6 million to certain executives which has been recorded in General and Administrative expense, and resulted in a reduction in operating cash flows. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 615,000,000 shares, of which 600,000,000 shares are designated as common stock, par value of $0.0001 per share, and 15,000,000 shares are designated as preferred stock, par value of $0.0001 per share, including 5,000,000 shares of Series A Preferred Stock. In connection with the Business Combination, FCAC entered into subscription agreements, each dated as of February 12, 2021, with certain investors (the “Investors”), pursuant to which, among other things, FCAC issued and sold, in private placements, an aggregate of 42,560,000 shares of FCAC Class A common stock for $10.00 per share (the “Private Placement”). The Private Placement closed immediately prior to the Business Combination. The shares of FCAC Class A common stock issued to the Investors became shares of the Company’s common stock upon consummation of the Business Combination. The following table reconciles the elements of the Business Combination to the net proceeds from Reverse Recapitalization with FCAC, as set forth in the Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 (in thousands): Recapitalization Cash received from Private Placement financing $ 425,600 Cash paid to Legacy Sharecare stockholders (91,698) Cash received from FCAC trust and cash on hand, net of redemptions 146,363 Cash paid for issuance costs and advisory fees (54,025) Net proceeds from Reverse Recapitalization with FCAC $ 426,240 The following table reconciles the number of shares of common stock of FCAC to common stock of the Company immediately following the consummation of the Business Combination, as reflected on the Consolidated Statement of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) as of September 30, 2021 (share numbers are not in thousands): Recapitalization Common stock, outstanding prior to Business Combination 34,500,000 FCAC Sponsor shares 5,627,250 Earnout Shares 3,213,000 Common stock of FCAC 43,340,250 Less: redemption of FCAC shares (19,864,030) Shares issued in Private Placement financing 42,560,000 Legacy Sharecare shares converted to common stock 271,051,959 Total shares of common stock immediately after Business Combination 337,088,179 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments consist of cash equivalents, accounts receivable, accounts payable, and accrued liabilities. Cash equivalents are stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity. Accounts receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The warrant liabilities and contingent consideration relate to previous acquisitions and the Business Combination and are recorded at fair value. The following tables present the fair value hierarchy for assets and liabilities measured at fair value as of (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 11,440 $ — $ — $ 11,440 Total cash equivalents $ 11,440 $ — $ — $ 11,440 Liabilities Warrant liabilities – public $ 22,885 $ — $ — $ 22,885 Warrant liabilities – private — — 11,807 11,807 Contingent consideration – other liabilities — — 38,462 38,462 Liabilities $ 22,885 $ — $ 50,269 $ 73,154 The warrants included in the units issued in FCAC’s initial public offering, each of which is exercisable for one share of common stock at an exercise price of $11.50 (the “Public Warrants”), were classified within Level 1 as they are publicly traded and had an observable market price in an active market. The warrants issued by FCAC simultaneously with its initial public offering in a private placement, each of which is exercisable for one share of common stock at an exercise price of $11.50 (the “Private Warrants”), and contingent consideration were classified within Level 3 as they were valued using certain unobservable inputs, such as expected volatility estimated based on the average historical stock price volatility of comparable companies. The fair values of the Private Warrants were estimated using the Black-Scholes model with inputs based on the Company’s stock price, the exercise price, expected volatility, and expected term. The fair value of the contingent consideration was estimated based on the Company’s stock price and number of shares expected to be issued from acquisitions in prior years. The fair value of the Earnout Shares allocated to Legacy Sharecare shareholders and FCAC Sponsors were included in contingent consideration and are estimated using a Monte Carlo simulation with inputs of the Company’s stock price, expected volatility, risk-free rate, first and second earnout hurdles and expected term. The following is a schedule of changes to the warrant liability balance classified as Level 3 for the periods presented (in thousands): December 31, 2020 $ 4,963 Re-measurement of warrants (other expense) 7,286 New private warrants assumed from Business Combination 10,319 Conversion of warrants to common stock (10,761) September 30, 2021 $ 11,807 The following is a schedule of changes to the contingent consideration — other current liabilities for the periods presented (in thousands): December 31, 2020 $ 9,271 Contingent consideration from antidilution 10,305 Antidilution provision for Series D Preferred Stock 6,387 Settlement of contingent consideration for doc.ai acquisition (12,682) Conversion of Series D Preferred Stock to Series A Preferred Stock (6,451) Contingent consideration in connection with Business Combination 21,109 Re-measurement of contingent consideration 10,523 September 30, 2021 $ 38,462 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accrued Expenses and Other Current Liabilities As of September 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued expenses $ 20,784 $ 16,243 Accrued compensation 13,447 14,728 Accrued media costs 3,816 5,279 Accrued taxes 1,379 771 Accrued other 2,402 4,648 Total accrued expenses and other current liabilities $ 41,828 $ 41,669 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions doc.ai On February 22, 2021, the Company acquired all outstanding equity interests of doc.ai Incorporated. The total purchase price consideration in connection with the acquisition was $120.6 million, consisting of $29.0 million of cash, comprised of $15.0 million due upon closing and $14.0 million paid via a note payable, $10.3 million of contingent consideration (comprised of up to 1,145,790 shares of common stock and up to 485,922 stock options), and 9,039,117 shares of common stock and 2,444,361 stock options totaling $81.3 million. Th e preliminary fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands): Cash and cash equivalents $ 12,217 Prepaid expenses 244 Other current assets 400 Developed technology 15,668 Customer relationships 17,389 Goodwill 83,319 Accounts payable and other accrued liabilities (5,754) Deferred revenue (1,681) Debt (904) Other long term liabilities (302) Total $ 120,596 The fair value assigned to the developed technology was determined using the relief from royalty method. The fair value of the customer relationships was determined primarily using the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the existing customers acquired. The Company incurred transaction related expenses of $0.8 million which were recorded under general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss. The Company also incurred compensation expenses of $8.8 million through the issuance of replacement stock options which were recorded under general and administrative expenses and product and technology expenses in the Consolidated Statement of Operations and Comprehensive Loss. The goodwill resulting from this acquisition is not tax deductible. Goodwill represents the excess of the purchase consideration over the estimated acquisition date fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill also represents the future benefits as a result of the acquisition that will enhance the Company’s products available to both new and existing customers and increase the Company’s competitive position. After the issuance of its financial statements for the quarter ended June 30, 2021, the Company received a revised valuation report from a third-party valuation firm. After considering the results of that valuation report, the Company has estimated that the fair value of the customer-related intangible assets acquired as part of the acquisition of doc.ai to be $17.4 million. As a result, the fair value of the customer-related intangible assets was decreased by $3.7 million on September 30, 2021, due to this new information, with a corresponding increase to goodwill. The initial accounting for the business combination is incomplete. Specifically, the measurement of the fair value of assets and liabilities assumed and the assignment of the goodwill recognized to its related reporting unit are still in process. The Company will update subsequent financial statements with updates to its disclosures as additional progress is made to account for the transaction. The results of operations of the acquired business have been included in the Company’s Consolidated Statements of Operations and Comprehensive Loss from the acquisition date. Revenue and net loss from the acquisition date through September 30, 2021 was approximately $11.7 million and $6.5 million, respectively. CareLinx On August 11, 2021, the Company acquired all outstanding equity interests of CareLinx Inc.. T he total preliminary purchase price consideration in connection with the acquisition is $65.6 million, consisting of $55.2 million of cash and $10.4 million equity-based consideration, comprised of 1,262,475 shares of common stock and 295,758 stock options. The preliminary fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands): Cash $ 445 Accounts receivable 4,660 Other receivables 59 Prepaid expenses 304 Other current assets 441 Intangible assets, net 30,700 Other long term assets 2,000 Goodwill 30,849 Accrued expenses (1,330) Contract liabilities - current (45) Non-current contract liabilities (53) Other long term liabilities (2,460) Total $ 65,570 The fair value assigned to the developed technology was determined using the relief from royalty method. The customer relationships were determined primarily using the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the existing customers acquired. The Company incurred transaction related expenses of $1.1 million which were recorded under general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss. The goodwill resulting from this acquisition is not tax deductible. Goodwill represents the excess of the purchase consideration over the estimated acquisition date fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill also represents the future benefits as a result of the acquisition that will enhance the Company’s products available to both new and existing customers and increase the Company’s competitive position. The initial accounting for the business combination is incomplete, with respect to acquired tangible and intangible assets and liabilities assumed as management continues to gather and evaluate information about circumstances that existed as of the acquisition date as well as the completing the assessment of the related income tax attributes of the transaction which are still in process. Additionally, the assignment of the goodwill recognized to its related reporting unit is still in process. The Company will update subsequent financial statements with updates to its disclosures as additional progress is made to account for the transaction. The results of operations of the acquisition have been included in the Company’s Consolidated Statements of Operations and Comprehensive Loss from the acquisition date. Revenue and net loss since the acquisition date through September 30, 2021 was approximately $4.1 million and $1.0 million, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets and Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets and Liabilities | Goodwill and Other Intangible Assets and Liabilities Intangible assets and the related accumulated amortization for each class of intangible assets as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, 2021 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 54,312 $ (23,211) $ 31,101 10.5 Trade name 6,392 (3,809) 2,583 7.8 Customer relationships 77,849 (25,923) 51,926 12.5 Internal-use software 120,156 (66,768) 53,388 2.3 Total definite-lived, intangible assets $ 258,709 $ (119,711) $ 138,998 Intangible assets not subject to amortization Internal-use software projects in process $ 7,453 $ — $ 7,453 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization $ 12,483 $ — $ 12,483 Total intangible assets $ 271,192 $ (119,711) $ 151,481 December 31, 2020 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 38,803 $ (20,721) $ 18,082 7.7 Trade name 3,792 (3,739) 53 4.4 Customer relationships 47,160 (22,340) 24,820 7.5 Internal-use software 81,492 (52,299) 29,193 2.3 Total definite-lived, intangible assets $ 171,247 $ (99,099) $ 72,148 Intangible assets not subject to amortization Internal-use software projects in process $ 1,069 $ — $ 1,069 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization $ 6,099 $ — $ 6,099 Total intangible assets $ 177,346 $ (99,099) $ 78,247 The following tables set forth the changes in the carrying amount of the Company’s goodwill for periods presented (in thousands): December 31, 2019 $ 62,939 Additions 12,080 Foreign currency translation adjustment 717 December 31, 2020 75,736 Additions 114,168 Foreign currency translation adjustment (202) September 30, 2021 $ 189,702 Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subjected to annual tests of impairment. The Company tests goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter of each year, whenever events or circumstances indicate an impairment may have occurred, or when a change in the composition of reporting units occurs. The Company performs its annual tests using a discounted cash flow analysis. There have been no impairments of goodwill since the Company’s inception. Amortization expense for the intangible assets of the Company during the three months ended September 30, 2021 and 2020 totaled $8.2 million and $5.4 million, respectively. Amortization expense for the intangible assets of the Company during the nine months ended September 30, 2021 and 2020 totaled $20.8 million and $17.1 million, respectively. Amortization expense is included in depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Loss. The following is a schedule of estimated future amortization expense for intangible assets as of September 30, 2021 (in thousands): Year ending December 31: Remainder of 2021 $ 8,631 2022 29,066 2023 24,458 2024 15,585 2025 11,755 Thereafter 49,503 Total $ 138,998 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt is comprised of the following as of the periods presented (in thousands): Description September 30, December 31, Senior Secured Credit Agreement, interest payable at either prime + 2.0% subject to a floor or LIBOR +2.75%, due February 2023 (inclusive of paid in kind interest; the related fees of $384 and $595 as of September 30, 2021 and December 31, 2020, respectively, are presented as other long term assets on the consolidated balance sheets) $ 243 $ 13,059 Second Lien Credit Agreement, interest payable at 12.375%, due May 2023 ($40,000 principal amount), and paid in-kind interest of $0 and $1,374 as of September 30, 2021 and December 31, 2020, respectively. — 39,920 Series B-3 Convertible Notes, interest payable at 10%, due August 2023, ($95,000 principal amount), and paid in-kind interest of $0 and $7,176 as of September 30, 2021 and December 31, 2020, respectively. — 89,037 Series B-4 Convertible Notes, interest payable at 10%, due August 2023, ($25,000 principal amount), and paid in-kind interest of $0 and $1,549 as of September 30, 2021 and December 31, 2020, respectively. — 24,884 Series B Convertible Notes, interest payable at 10%, due August 2023 ($5,000 principal amount), and paid in-kind interest of $0 and $371 as of September 30, 2021 and December 31, 2020, respectively. — 4,924 Note payable — 400 Total debt 243 172,224 Less current portion — (1,011) Total long-term debt $ 243 $ 171,213 The Company’s debt is stated at its carrying amount. In July 2021, the Company settled substantially all of its existing indebtedness, totaling $178.4 million in connection with the consummation of the Business Combination and pursuant to the terms of the Merger Agreement. The Company’s Series B, Series B-3 and Series B-4 Convertible Notes were fully converted into 37,695,910 shares of common stock, adjuste d by the Exchange Ratio of 71.26. The Company recognized a loss on conversion of debt of $12.1 million related to the write-off of the deferred beneficial conversion feature and warrant costs within interest expense in the Consolidated Statement of Operations. The Company also repaid in full and terminated its Second Lien Credit Agreement and recognized a loss on extinguishment of debt of $1.1 million related to unamortized discounts as separately disclosed within the Consolidated Statement of Operations. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a result of the Company’s history of net operating losses, the Company has provided for a full valuation allowance against its deferred tax assets, with the exception of its German and Brazilian operations. For the three months ended September 30, 2021, the Company recognized income tax benefit of $0.5 million, primarily due to tax on foreign income and a reduction in the U.S. valuation allowance related to a recent acquisition. For the three months ended September 30, 2020, the Company recognized an income tax benefit of $0.5 million, primarily due to tax on foreign income and a reduction in the U.S. valuation allowance related to domestic acquisitions. Income tax benefit for the nine months ended September 30, 2021 was $0.5 million, compared to $0.7 million for the nine months ended September 30, 2020 . On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law. The CARES Act includes a number of income tax changes, including, but not limited to, (i) permitting net operating loss carrybacks to offset 100% of taxable income for taxable years beginning before 2021, (ii) accelerating AMT tax refunds, (iii) temporarily increasing the allowable business interest deduction from 30% to 50% of adjusted taxable income, and (iv) providing a technical correction for depreciation as relates to qualified improvement property. The Company has evaluated the impact of the CARES Act and do not expect the CARES Act will result in a material impact. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The following is a schedule of authorized, issued and outstanding shares and amounts of redeemable convertible preferred stock as of September 30, 2021 (in thousands, except share amounts): Class of stock Shares Shares issued Net carrying Aggregate Series A Preferred Stock 5,000,000 5,000,000 $ 58,205 $ 50,000 On April 7, 2021, the Company issued and sold 62,500 shares of Series D Preferred Stock (subject to the potential issuance of additional shares of Series D Preferred Stock pursuant to certain anti-dilution rights of the holders of the Series D Preferred Stock) for an aggregate cash purchase price of $50.0 million. The Company recorded the Series D Preferred Stock at fair value of $51.8 million and contingent consideration related to the anti-dilution provision of $6.4 million. The amount recorded in excess of cash received represents a non-cash payment for up front research and development costs of $8.2 million, which is recorded in prepaid assets and other long-term assets. The Series D Preferred Stock had substantially similar terms as the Company’s other redeemable convertible preferred stock that was outstanding prior to the Business Combination, except that the Series D Preferred Stock had a liquidation preference over all other series of the Company’s redeemable convertible preferred stock and was not subject to certain mandatory conversion provisions applicable to the other series of the Company’s redeemable convertible preferred stock (including mandatory conversion in connection with the Business Combination). Upon consummation of the Business Combination, all of the outstanding shares of the Series D Preferred Stock were exchanged for 5,000,000 shares of Series A Preferred Stock (which exchange reflected the application of the anti-dilution rights noted above). As a result of the Business Combination, all other redeemable convertible preferred stock outstanding prior to the Business Combination was converted into 63,885,490 shares of the Company’s common stock and retroactively adjusted for all periods presented using the Exchange Ratio of 71.26, with a one-to-one share conversion rate. The Series A Preferred Stock is convertible one-to-one (subject to customary adjustments) into the Company’s common stock at any time by the holder. Beginning three years after the issuance date, the Company will be entitled to force the conversion of the Series A Preferred Stock into common stock if the closing price of the Company’s common stock exceeds 130% of the issue price for 20 out of 30 consecutive trading days. On the fifth anniversary of the issue date, the Company will be required to redeem any outstanding Series A Preferred Stock at the issue price. The Series A Preferred Stock will vote on an as-converted basis with all other shares of the Company’s common stock. Classification of Redeemable Convertible Preferred Stock The deemed liquidation preference provisions of the redeemable convertible preferred stock are considered contingent redemption provisions that are not solely within the Company’s control. Accordingly, the redeemable convertible preferred stock has been presented outside of permanent equity in the mezzanine section of the consolidated balance sheets. Because the occurrence of a deemed liquidation event is not currently probable, the carrying values of the convertible preferred stock are not being accreted to their redemption values. Subsequent adjustments to the carrying values to the convertible preferred stock would be made only when a deemed liquidation event becomes probable. |
Common Stock and Stockholders_
Common Stock and Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock and Stockholders’ Equity (Deficit) | Common Stock and Stockholders’ Equity (Deficit) The Consolidated Statements of Equity (Deficit) reflect the Business Combination as of July 1, 2021. As Legacy Sharecare was deemed the accounting acquirer in the Business Combination with FCAC, all periods prior to the consummation date reflect the balances and activity of Legacy Sharecare. The balances as of December 31, 2020 and 2019 from the consolidated financial statements of Legacy Sharecare as of that date, share activity (redeemable convertible preferred stock, preferred stock, common stock, and additional paid in capital) and per share amounts were retroactively adjusted, where applicable, using the Exchange Ratio of 71.26. Other than the Series D Preferred Stock discussed in Note 9, all convertible redeemable preferred stock classified as mezzanine, was retroactively adjusted, converted into common stock, and reclassified to permanent as a result of the Business Combination (as described in note 9). As of September 30, 2021, the Company was authorized to issue up to 600,000,000 shares of common stock. During the three months ended September 30, 2021, 66,555 shares of common stock were issued to the former stockholders of entities acquired by the Company prior to the Business Combination. Warrants In connection with debt and equity financings and certain partnership arrangements, the Company may issue warrants. In connection with the consummation of the Business Combination, all vested and exercisable warrants issued by the Company, and outstanding immediately prior to the effective date of the Business Combination, were converted into 10,921,334 shares of common stock pursuant to the Merger Agreement. The number of shares issuable upon conversion of the warrants was determined based on the number of shares of capital stock issuable upon exercise of such warrants, on a net exercise basis, and using the Exchange Ratio of 71.26. Certain unvested warrants outstanding immediately prior to the Business Combination were not converted. As of September 30, 2021, the following warrants on common stock were issued and outstanding: Classification Warrants Exercise Price Equity 890,732 $5.61 Liability - Private Warrants 5,933,334 $11.50 Liability - Public Warrants 11,500,000 $11.50 The Company has also entered into, and may in the future enter into, contractual arrangements with certain customers and other parties and earnout arrangements in connection with acquisitions that, in each case, provide for the issuance of warrants and/or common stock upon achievement of specified milestones (which, at the consummation of the Business Combination, became obligations of the Company). As of September 30, 2021, these agreements provide for the issuance of up to 4,460,896 shares of common stock and 10,237,857 warrants to purchase shares of common stock. With respect to these arrangements, there were $158 thousand of warrants earned but not issued during the three months ended September 30, 2021. Share-based Payments Stock option and restricted stock unit activity, prices, and values adjusted by the Exchange Ratio, during the year ended September 30, 2021 is as follows (share numbers are not in thousands): Options Outstanding Restricted Stock Units Number of Options (1) Weighted- Average Exercise Price (1) Weighted Aggregate Number of Plan shares outstanding Weighted-Average Grant Date Fair Value per share Outstanding as of December 31, 2020 107,824,290 $ 1.25 7.27 $ 341,601 — Granted 27,589,515 1.74 1,398,832 $ 7.37 Exercised (3,066,506) 1.24 12,446 — Cancelled/Forfeited (2,259,073) 2.00 — Outstanding as of September 30, 2021 130,088,226 $ 1.34 7.24 $ 896,619 1,398,832 $ 7.37 Vested and exercisable as of September 30, 2021 83,989,256 $ 1.37 6.19 $ 576,240 Vested and exercisable as of December 31, 2020 71,937,052 $ 1.20 6.30 $ 231,621 (1) Share and per share amounts prior to July 1, 2021 have been retroactively restated to reflect the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. The following table illustrates share-based compensation expense for employee and nonemployee options for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Cost of revenues $ 26 $ 2 $ 54 $ 16 Sales and marketing 331 95 1,188 288 Product and technology 945 54 10,945 162 General and administrative 9,828 479 13,329 5,977 Total share-based compensation $ 11,130 $ 630 $ 25,516 $ 6,443 Included in the share-based compensation table above is $0.5 million of expense related to the Earnout Shares allocated to Legacy Sharecare option holders (see Note 2). Sharecare, Inc. 2021 Omnibus Incentive Plan In July 2021, the Board of Directors of the Company adopted the Sharecare, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”). The 2021 Plan became effective upon consummation of the Business Combination and succeeds the Company’s legacy equity incentive plans. Under the 2021 Plan, the Company may grant stock-based awards to purchase or directly issue shares of common stock to employees, directors and consultants. The Plan will be administered by an administrator who will determine the time or times at which an award vests or becomes exercisable and the terms and conditions on which a Stock Option or Stock Appreciation Rights “SAR” remains exercisable. Restricted stock units (“RSUs”) are also granted under the 2021 Plan. The 2021 Plan also permits the Company to grant stock-based awards with performance or market conditions. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Equity Noncontrolling Interests In connection with the Company’s acquisition of Healthways in 2016, and prior to the Business Combination, the Company acquired a 51% controlling interest in Healthways Brasil Servicos de Consultoria Ltda. (“Healthways Brazil”). The Company consolidates its investment in Healthways Brazil and records the 49% interest as a noncontrolling interest as a component of equity. Redeemable Noncontrolling Interests In conjunction with the Visualize Health acquisition, the Company issued 1,068,900 shares of common stock of HDS-VH Holdings, Inc. to the sellers as part of purchase consideration which resulted in the sellers obtaining a noncontrolling interest. Additionally, the Company issued a put right which gives these shareholders the right to put the 1,068,900 shares back to Sharecare in the future, resulting in the redeemable non-controlling interests classification outside of permanent equity in the Company’s consolidated balance sheets. During the nine months ended September 30, 2021, HDS-VH Holdings, Inc. was dissolved and became Visualize Health, LLC, a wholly owned subsidiary of the Company. The outstanding shares of HDS-VH Holdings Inc. were exchanged at a one-to-one ratio for the Company’s common stock. As such, there were no redeemable noncontrolling interests as of September 30, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters From time to time, the Company is subject to litigation in the normal course of business. The Company is of the opinion that, based on the information presently available, the resolution of any such legal matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. The Company has accrued for losses that are both probable and estimable. The Company has recorded $2.0 million of estimated pre-acquisition contingent liabilities in connection with recent acquisitions along with a corresponding indemnification asset based on the terms and conditions of the purchase agreements. The Company is party to agreements and other legal matters in the ordinary course of business for which it is reasonably possible that contingent liabilities could arise ranging from $0 to $15 million, representing amounts in excess of amounts accrued as of September 30, 2021. Certain amounts would be subject to additional indemnifications from other parties. We are also party to investigations and legal disputes and losses related to certain matters that are reasonably possible, but at this time, we cannot estimate a loss or range of losses. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions As discussed in Note 7, the Company settled substantially all of its existing indebtedness in connection with the consummation of the Business Combination. Prior to the Business Combination, certain amounts of the Company’s long-term debt outstanding was due to related parties. As of September 30, 2021 and December 31, 2020, $0 and $75.7 million, respectively, of the Company’s Series B, B-3 and B-4 Convertible Notes were due to related parties. The Company’s largest customer was an investor in Series B-3 Convertible Notes which upon the Business Combination were converted to common stock and had a designated board representative prior to the Business Combination and accordingly is a related party. The Company recorded revenues of $11.7 million and $13.0 million for the three-months ended September 30, 2021 and 2020, respectively. The Company recorded revenues of $36.7 million and $43.2 million for the nine-months ended September 30, 2021 and 2020, respectively. In addition, accounts receivable due from the customer were $9.3 million and $9.5 million as of September 30, 2021 and December 31, 2020, respectively. The Company has the exclusive right to license the Dr. Dean Ornish Program for Reversing Heart Disease TM , a research-based lifestyle management program developed by Dr. Dean Ornish focusing on nutrition, activity, stress management, and love and support (the Ornish Program). A royalty agreement with Dr. Ornish, MD, an employee of the Company, guarantees the greater of $1.2 million or 15% of revenues of the Ornish Program on an annual basis. The royalty earned by the Ornish Program for three months ended September 30, 2021 and 2020 totaled $0.3 million for both respective periods. The royalty earned by the Ornish Program for nine months ended September 30, 2021 and 2020 totaled $0.9 million for both respective periods. Sul América Serviços de Saúde S.A. (Sul América), is a customer of and owns a 49% interest in Sharecare Brasil Servicios de Consultoria, Ltda. As of September 30, 2021 and December 31, 2020, $2.2 million and $2.2 million, respectively, in receivables were outstanding with Sul América. Revenues recognized for the three-month period ended September 30, 2021 and 2020 totaled $3.0 million for both respective periods. Revenues recognized for the nine-month period ended September 30, 2021 and 2020 totaled $9.1 million and $9.8 million, respectively. The Company has a related party that performs sales and sales support services including the collection of outstanding accounts receivable for transactions processed on the Company’s behalf. As of September 30, 2021 and December 31, 2020, $0 and $0.6 million, respectively, in accounts receivables were outstanding from this related party. Revenues recognized for the three months ended September 30, 2021 and 2020 totaled $0 and $0.6 million, respectively. The Company paid $0 and $64.9 thousand for the three months ended September 30, 2021 and 2020, respectively, in connection with these services. Revenues recognized for the nine months ended September 30, 2021 and 2020 totaled $0.3 million and $2.7 million, respectively. The Company paid $29.0 thousand and $0.3 million for the nine months ended September 30, 2021 and 2020, respectively, in connection with these services. The Series D Preferred Stock, which converted into Series A Preferred Stock upon consummation of the Business Combination (see Note 9), are held by a customer that also has an employee serving on our Board of Directors. As of September 30, 2021, $4.4 million in receivables were outstanding from this related party. Revenues recognized for the three months ended September 30, 2021 and 2020 totaled $5.0 million and $0.7 million, respectively. Revenues recognized for the nine months ended September 30, 2021 and 2020 totaled $11.9 million and $3.3 million, respectively. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Net loss per share calculations for all periods prior to the Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Business Combination to effect the Reverse Recapitalization. Subsequent to the Business Combination, net loss per share was calculated based on the weighted average number of common stock then outstanding. Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Numerator Net loss (43,064) (6,412) (95,240) (31,724) Less: Redeemable noncontrolling interest remeasurement — — — (960) Less: Net loss (income) attributable to noncontrolling interest in subsidiaries (51) 104 31 372 Loss available to common stockholders $ (43,115) $ (6,308) $ (95,209) $ (32,312) Denominator Weighted-average common shares outstanding, basic and diluted 334,982,150 222,927,484 263,558,268 220,150,504 Net loss per share attributable to common stockholders, basic and diluted $ (0.13) $ (0.03) $ (0.36) $ (0.15) Anti-dilutive securities, which include stock options, warrants to purchase common stock, and contingently issued shares, have been excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2021 and 2020, as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common stock equivalents from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Convertible debt — 36,275,629 25,131,519 35,386,270 Stock options and restricted stock units 103,326,463 62,212,844 103,326,463 62,212,844 Warrants to purchase common stock 415,210 8,084,210 7,419,801 7,670,459 Redeemable convertible preferred stock 4,999,998 — 3,053,336 — Contingently issued shares 1,044,329 1,552,296 895,124 1,387,853 Total 109,786,000 108,124,979 139,826,243 106,657,426 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company considers events or transactions that occur after the balance sheet date, but before the unaudited consolidated financial statements are issued, to provide additional evidence relative to certain estimates or identify matters that require additional disclosures. The Company evaluated subsequent events through the date on which the unaudited consolidated financial statements were issued, noting no such material events. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Unaudited Interim Financial Information | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Pursuant to the Merger Agreement, the merger between Merger Sub and Legacy Sharecare was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, FCAC was treated as the “acquired” company and Legacy Sharecare is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Sharecare issuing stock for the net assets of FCAC, accompanied by a recapitalization. The net assets of FCAC are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Sharecare was determined to be the accounting acquirer based on the following predominant factors: • Legacy Sharecare’s existing stockholders have the greatest voting interest in the Company; • The largest individual minority stockholder in the Company was a stockholder of Legacy Sharecare; • Legacy Sharecare’s directors represent the majority of the new board of directors of the Company; • Legacy Sharecare’s senior management is the senior management of the Company; and • Legacy Sharecare is the larger entity based on historical revenue and has the larger employee base. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Sharecare. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 71.26 (the “Exchange Ratio”) established in the Business Combination. Unaudited Interim Financial Information The accompanying interim Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020, Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2021 and 2020, Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) for each of the three month periods within the nine month periods ended September 30, 2021 and 2020, and Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 and 2020 are unaudited. T hese unaudited interim consolidated financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2021 and December 31, 2020 , the Company’s consolidated results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other future interim or annual periods. The information contained within the unaudited interim consolidated financial statements should be read in conjunction |
Consolidation Policy | Consolidation Policy The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries: Sharecare Operating Company, Inc., Lucid Global, Inc.; Healthways SC LLC; Sharecare Health Data Services, Inc.; HDS; Visualize Health, LLC; MindSciences, Inc.; SC-WHAI, LLC; Sharecare GMBH, a German-based subsidiary; Sharecare Digital Health International Limited; Sharecare SAS, a French-based subsidiary; Sharecare Services GMBH; Sharecare Australia Pty Limited, an Australian-based subsidiary; and Sharecare NZ Limited, a New Zealand-based subsidiary; doc.ai, Inc.; CareLinx Inc.; as well as Sharecare Brasil Servicos de Consultoria Ltda, a Brazil-based subsidiary in which Sharecare has a controlling interest. The Company entered into a joint venture with HInsight-Customer Care Holdings (HCA) — both the Company and HCA have an ownership in HICCH-SCL, LLC. All intercompany balances and transactions have been eliminated in consolidation. |
Segment Information | Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources for the entire company. |
Reclassifications | Reclassifications Certain prior period amounts previously recorded to long term debt have been reclassified to other long-term liabilities and accrued expenses in order to conform to the current period presentation. Additionally, certain prior period amounts on the Consolidated Statement of Cash Flows previously reported in other have been reclassified to the change in fair value of warrant liability and continent consideration line item in order to conform to the current period presentation. These reclassifications had no effect on the previously reported results of operations. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the use of management estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements are revenue recognition, the valuation of assets and liabilities acquired in business combinations, the useful lives of intangible assets and property and equipment, the valuation of common stock prior to the business combination, stock-based compensation, and income taxes. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. |
Business Combinations | Business Combinations The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations. The Company measures the cost of an acquisition as the aggregate of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree, and the equity instruments issued by the acquirer. Transaction costs directly attributable to the acquisition are expensed as incurred. The Company records goodwill for the excess of (i) the total costs of acquisition and fair value of any noncontrolling interests over (ii) the fair value of the identifiable net assets of the acquired business. |
Contract Liabilities, Deferred Revenue, Revenue Recognition | Contract Liabilities In connection with acquisitions, the Company recognized current and noncurrent contract liabilities, representing off-market values associated with: (i) certain office lease agreements (amortization will continue through 2024) and (ii) certain wellness program royalty agreements (amortization will continue through 2023). Amortization expense associated with these contract liabilities for the three months ended September 30, 2021 and 2020, was $1.4 million and $1.4 million, respectively, of which $0.4 million and $0.4 million was included within cost of revenues and $1.0 million and $1.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss, respectively. Amortization expense associated with these contract liabilities for the nine months ended September 30, 2021 and 2020 was $4.2 million and $4.3 million, respectively, of which $1.3 million and $1.3 million was included within cost of revenues and $2.9 million and $3.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss, respectively. Deferred Revenue The Company records contract liabilities pursuant to ASC 606 which consist of deferred revenue and contract billings in excess of earned revenue. Deferred revenues arise from contracts that permit upfront billing and collection of fees covering the entire contractual service period, generally six to twelve months and in advance of the satisfaction of the performance obligations identified within the related contract. As of September 30, 2021 and December 31, 2020, such fees were $21.0 million and $9.9 million, respectively. The Company recognized $1.2 million of revenue during the three months ended September 30, 2021 that was included in deferred revenue at December 31, 2020. The Company recognized $7.4 million of revenue during the nine months ended September 30, 2021 that was included in deferred revenue at December 31, 2020. Revenue Recognition Performance-Based Revenue Certain contracts place a portion of fees at risk based on achieving certain performance metrics, such as customer cost savings, and/or clinical outcomes improvements (performance-based). The Company uses the most likely amount method to estimate variable consideration for these performance guarantees. The Company includes in the transaction price some or all of an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company utilizes customer data in order to measure performance. Performance-based fees subject to refund that the Company has not recognized as revenues are generally due to either: (1) data from the customer is insufficient or incomplete to measure performance; or (2) interim performance measures indicate that the Company is not currently meeting the relevant performance targets. As of September 30, 2021 and December 31, 2020, such fees included within deferred revenue were $3.8 million and $5.9 million, respectively. In the event performance levels are not met by the end of the measurement period, typically one year, some or all of the performance-based fees are required to be refunded. During the settlement process under a contract, which generally occurs six to eight months after the end of a contract year, performance-based fees are reconciled and settled. Approximately $2.7 million and $2.8 million of revenues recognized during the three months ended September 30, 2021 and 2020, respectively, were performance-based. As of September 30, 2021 and 2020, the amount of performance-based revenues during the three months ended that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $1.3 million and $1.9 million, respectively. During the three months ended September 30, 2021, $0.8 million was recognized in revenue that related to services provided prior to December 31, 2020. Approximately $8.0 million and $7.5 million of revenues recognized during the nine months ended September 30, 2021 and 2020, respectively, were performance-based. As of September 30, 2021 and 2020, the amount of performance-based revenues during the nine months ended that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $4.0 million and $6.3 million, respectively. During the nine months ended September 30, 2021, $3.4 million was recognized in revenue that related to services provided prior to December 31, 2020. Remaining Performance Obligations Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations. This includes deferred revenues and amounts that will be invoiced and recognized as revenues in future periods. As of September 30, 2021, future estimated revenue related to performance obligations with terms of more than one year that are unsatisfied or partially unsatisfied at the end of the reporting period was approximately $136.9 million. As of September 30, 2021, the Company expects to recognize revenue on approximately 37% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter. |
Accounting Standards Not Yet Adopted | Accounting Standards Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”). or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued Accounting Standards Update (“ASU”) ASU 2016-02, Leases (Topic 842). Lessees will need to recognize most leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. The standard will be effective beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating this new standard and the impact it will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), intended to improve the timing, and enhance the accounting and disclosure, of credit losses on financial assets. This update modified the existing accounting guidance related to the impairment evaluation for available-for-sale debt securities, reinsurance recoverables, and accounts receivables and could result in the creation of an allowance for credit losses as a contra asset account. The ASU requires a cumulative-effect change to retained earnings in the period of adoption and prospective changes on previously recorded impairments, to the extent applicable. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2022. Although the Company does not expect that adoption will have a significant impact on its consolidated financial statements, it will continue to analyze the impact of the adoption of this standard. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of revenues disaggregated by revenue source | The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Enterprise $ 62,838 $ 46,032 $ 176,387 $ 142,448 Provider 24,110 19,150 66,266 59,485 Consumer 18,670 15,054 51,033 38,459 Total Revenue $ 105,618 $ 80,236 $ 293,686 $ 240,392 |
Schedule of other expenses (income) | For the three and nine months ended September 30, 2021 and 2020, other expenses (income) consisted of the following (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Re-measurement of contingent consideration $ (4,976) $ 134 $ 10,523 $ 406 Re-measurement of warrant liabilities 5,039 (104) 11,196 (104) Other 23 (71) (904) (32) Total other (income) expenses $ 86 $ (41) $ 20,815 $ 270 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Business Combination | The following table reconciles the elements of the Business Combination to the net proceeds from Reverse Recapitalization with FCAC, as set forth in the Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 (in thousands): Recapitalization Cash received from Private Placement financing $ 425,600 Cash paid to Legacy Sharecare stockholders (91,698) Cash received from FCAC trust and cash on hand, net of redemptions 146,363 Cash paid for issuance costs and advisory fees (54,025) Net proceeds from Reverse Recapitalization with FCAC $ 426,240 The following table reconciles the number of shares of common stock of FCAC to common stock of the Company immediately following the consummation of the Business Combination, as reflected on the Consolidated Statement of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) as of September 30, 2021 (share numbers are not in thousands): Recapitalization Common stock, outstanding prior to Business Combination 34,500,000 FCAC Sponsor shares 5,627,250 Earnout Shares 3,213,000 Common stock of FCAC 43,340,250 Less: redemption of FCAC shares (19,864,030) Shares issued in Private Placement financing 42,560,000 Legacy Sharecare shares converted to common stock 271,051,959 Total shares of common stock immediately after Business Combination 337,088,179 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy for assets and liabilities measured at fair value | The following tables present the fair value hierarchy for assets and liabilities measured at fair value as of (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 11,440 $ — $ — $ 11,440 Total cash equivalents $ 11,440 $ — $ — $ 11,440 Liabilities Warrant liabilities – public $ 22,885 $ — $ — $ 22,885 Warrant liabilities – private — — 11,807 11,807 Contingent consideration – other liabilities — — 38,462 38,462 Liabilities $ 22,885 $ — $ 50,269 $ 73,154 |
Schedule of changes to the warrant liability and contingent consideration | The following is a schedule of changes to the warrant liability balance classified as Level 3 for the periods presented (in thousands): December 31, 2020 $ 4,963 Re-measurement of warrants (other expense) 7,286 New private warrants assumed from Business Combination 10,319 Conversion of warrants to common stock (10,761) September 30, 2021 $ 11,807 The following is a schedule of changes to the contingent consideration — other current liabilities for the periods presented (in thousands): December 31, 2020 $ 9,271 Contingent consideration from antidilution 10,305 Antidilution provision for Series D Preferred Stock 6,387 Settlement of contingent consideration for doc.ai acquisition (12,682) Conversion of Series D Preferred Stock to Series A Preferred Stock (6,451) Contingent consideration in connection with Business Combination 21,109 Re-measurement of contingent consideration 10,523 September 30, 2021 $ 38,462 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of accrued expense and other current liabilities | As of September 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued expenses $ 20,784 $ 16,243 Accrued compensation 13,447 14,728 Accrued media costs 3,816 5,279 Accrued taxes 1,379 771 Accrued other 2,402 4,648 Total accrued expenses and other current liabilities $ 41,828 $ 41,669 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
doc.ai Incorporated | |
Business Acquisition [Line Items] | |
Schedule of preliminary fair value of assets acquired and liabilities assumed | Th e preliminary fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands): Cash and cash equivalents $ 12,217 Prepaid expenses 244 Other current assets 400 Developed technology 15,668 Customer relationships 17,389 Goodwill 83,319 Accounts payable and other accrued liabilities (5,754) Deferred revenue (1,681) Debt (904) Other long term liabilities (302) Total $ 120,596 |
CareLinx Inc | |
Business Acquisition [Line Items] | |
Schedule of preliminary fair value of assets acquired and liabilities assumed | The preliminary fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands): Cash $ 445 Accounts receivable 4,660 Other receivables 59 Prepaid expenses 304 Other current assets 441 Intangible assets, net 30,700 Other long term assets 2,000 Goodwill 30,849 Accrued expenses (1,330) Contract liabilities - current (45) Non-current contract liabilities (53) Other long term liabilities (2,460) Total $ 65,570 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, definite-lived | Intangible assets and the related accumulated amortization for each class of intangible assets as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, 2021 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 54,312 $ (23,211) $ 31,101 10.5 Trade name 6,392 (3,809) 2,583 7.8 Customer relationships 77,849 (25,923) 51,926 12.5 Internal-use software 120,156 (66,768) 53,388 2.3 Total definite-lived, intangible assets $ 258,709 $ (119,711) $ 138,998 Intangible assets not subject to amortization Internal-use software projects in process $ 7,453 $ — $ 7,453 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization $ 12,483 $ — $ 12,483 Total intangible assets $ 271,192 $ (119,711) $ 151,481 December 31, 2020 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 38,803 $ (20,721) $ 18,082 7.7 Trade name 3,792 (3,739) 53 4.4 Customer relationships 47,160 (22,340) 24,820 7.5 Internal-use software 81,492 (52,299) 29,193 2.3 Total definite-lived, intangible assets $ 171,247 $ (99,099) $ 72,148 Intangible assets not subject to amortization Internal-use software projects in process $ 1,069 $ — $ 1,069 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization $ 6,099 $ — $ 6,099 Total intangible assets $ 177,346 $ (99,099) $ 78,247 |
Schedule of intangible assets, not subject to amortization | Intangible assets and the related accumulated amortization for each class of intangible assets as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, 2021 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 54,312 $ (23,211) $ 31,101 10.5 Trade name 6,392 (3,809) 2,583 7.8 Customer relationships 77,849 (25,923) 51,926 12.5 Internal-use software 120,156 (66,768) 53,388 2.3 Total definite-lived, intangible assets $ 258,709 $ (119,711) $ 138,998 Intangible assets not subject to amortization Internal-use software projects in process $ 7,453 $ — $ 7,453 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization $ 12,483 $ — $ 12,483 Total intangible assets $ 271,192 $ (119,711) $ 151,481 December 31, 2020 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 38,803 $ (20,721) $ 18,082 7.7 Trade name 3,792 (3,739) 53 4.4 Customer relationships 47,160 (22,340) 24,820 7.5 Internal-use software 81,492 (52,299) 29,193 2.3 Total definite-lived, intangible assets $ 171,247 $ (99,099) $ 72,148 Intangible assets not subject to amortization Internal-use software projects in process $ 1,069 $ — $ 1,069 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization $ 6,099 $ — $ 6,099 Total intangible assets $ 177,346 $ (99,099) $ 78,247 |
Schedule of carrying amount of goodwill | The following tables set forth the changes in the carrying amount of the Company’s goodwill for periods presented (in thousands): December 31, 2019 $ 62,939 Additions 12,080 Foreign currency translation adjustment 717 December 31, 2020 75,736 Additions 114,168 Foreign currency translation adjustment (202) September 30, 2021 $ 189,702 |
Schedule of estimated future amortization expense for intangible assets | The following is a schedule of estimated future amortization expense for intangible assets as of September 30, 2021 (in thousands): Year ending December 31: Remainder of 2021 $ 8,631 2022 29,066 2023 24,458 2024 15,585 2025 11,755 Thereafter 49,503 Total $ 138,998 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt is comprised of the following as of the periods presented (in thousands): Description September 30, December 31, Senior Secured Credit Agreement, interest payable at either prime + 2.0% subject to a floor or LIBOR +2.75%, due February 2023 (inclusive of paid in kind interest; the related fees of $384 and $595 as of September 30, 2021 and December 31, 2020, respectively, are presented as other long term assets on the consolidated balance sheets) $ 243 $ 13,059 Second Lien Credit Agreement, interest payable at 12.375%, due May 2023 ($40,000 principal amount), and paid in-kind interest of $0 and $1,374 as of September 30, 2021 and December 31, 2020, respectively. — 39,920 Series B-3 Convertible Notes, interest payable at 10%, due August 2023, ($95,000 principal amount), and paid in-kind interest of $0 and $7,176 as of September 30, 2021 and December 31, 2020, respectively. — 89,037 Series B-4 Convertible Notes, interest payable at 10%, due August 2023, ($25,000 principal amount), and paid in-kind interest of $0 and $1,549 as of September 30, 2021 and December 31, 2020, respectively. — 24,884 Series B Convertible Notes, interest payable at 10%, due August 2023 ($5,000 principal amount), and paid in-kind interest of $0 and $371 as of September 30, 2021 and December 31, 2020, respectively. — 4,924 Note payable — 400 Total debt 243 172,224 Less current portion — (1,011) Total long-term debt $ 243 $ 171,213 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of authorized, issued and outstanding shares and amounts of redeemable convertible preferred stock | The following is a schedule of authorized, issued and outstanding shares and amounts of redeemable convertible preferred stock as of September 30, 2021 (in thousands, except share amounts): Class of stock Shares Shares issued Net carrying Aggregate Series A Preferred Stock 5,000,000 5,000,000 $ 58,205 $ 50,000 |
Common Stock and Stockholders_2
Common Stock and Stockholders’ Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of warrants issued and outstanding | As of September 30, 2021, the following warrants on common stock were issued and outstanding: Classification Warrants Exercise Price Equity 890,732 $5.61 Liability - Private Warrants 5,933,334 $11.50 Liability - Public Warrants 11,500,000 $11.50 |
Summary of the status of stock options | Stock option and restricted stock unit activity, prices, and values adjusted by the Exchange Ratio, during the year ended September 30, 2021 is as follows (share numbers are not in thousands): Options Outstanding Restricted Stock Units Number of Options (1) Weighted- Average Exercise Price (1) Weighted Aggregate Number of Plan shares outstanding Weighted-Average Grant Date Fair Value per share Outstanding as of December 31, 2020 107,824,290 $ 1.25 7.27 $ 341,601 — Granted 27,589,515 1.74 1,398,832 $ 7.37 Exercised (3,066,506) 1.24 12,446 — Cancelled/Forfeited (2,259,073) 2.00 — Outstanding as of September 30, 2021 130,088,226 $ 1.34 7.24 $ 896,619 1,398,832 $ 7.37 Vested and exercisable as of September 30, 2021 83,989,256 $ 1.37 6.19 $ 576,240 Vested and exercisable as of December 31, 2020 71,937,052 $ 1.20 6.30 $ 231,621 (1) Share and per share amounts prior to July 1, 2021 have been retroactively restated to reflect the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. |
Schedule of share-based compensation expense for employee and nonemployee options | The following table illustrates share-based compensation expense for employee and nonemployee options for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Cost of revenues $ 26 $ 2 $ 54 $ 16 Sales and marketing 331 95 1,188 288 Product and technology 945 54 10,945 162 General and administrative 9,828 479 13,329 5,977 Total share-based compensation $ 11,130 $ 630 $ 25,516 $ 6,443 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share attributable to common stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Numerator Net loss (43,064) (6,412) (95,240) (31,724) Less: Redeemable noncontrolling interest remeasurement — — — (960) Less: Net loss (income) attributable to noncontrolling interest in subsidiaries (51) 104 31 372 Loss available to common stockholders $ (43,115) $ (6,308) $ (95,209) $ (32,312) Denominator Weighted-average common shares outstanding, basic and diluted 334,982,150 222,927,484 263,558,268 220,150,504 Net loss per share attributable to common stockholders, basic and diluted $ (0.13) $ (0.03) $ (0.36) $ (0.15) |
Schedule of potential common shares equivalents excluded from computation of diluted net loss per share do to anti-dilutive effect | The Company excluded the following potential common stock equivalents from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Convertible debt — 36,275,629 25,131,519 35,386,270 Stock options and restricted stock units 103,326,463 62,212,844 103,326,463 62,212,844 Warrants to purchase common stock 415,210 8,084,210 7,419,801 7,670,459 Redeemable convertible preferred stock 4,999,998 — 3,053,336 — Contingently issued shares 1,044,329 1,552,296 895,124 1,387,853 Total 109,786,000 108,124,979 139,826,243 106,657,426 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies - SPAC Transaction and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Jul. 01, 2021USD ($)$ / sharesshares | Jul. 31, 2021USD ($) | Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares |
Accounting Policies [Abstract] | ||||
Business combination transaction value | $ 3,820,000 | |||
Legacy Sharecare shares converted to common stock | shares | 271,051,959 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Cash paid to Legacy Sharecare stockholders | $ 91,698 | |||
Gross proceeds from Business Combination | $ 571,000 | |||
Settlement of debt | $ 178,400 | |||
Exchange ratio | 71.26 |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies - Contract Liabilities and Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Amortization of contract liabilities | $ 1,400 | $ 1,400 | $ 4,204 | $ 4,258 | |
Deferred revenue | 21,037 | 21,037 | $ 9,907 | ||
Revenue recognized that was previously in deferred revenue | 1,200 | 7,400 | |||
Cost of revenues | |||||
Disaggregation of Revenue [Line Items] | |||||
Amortization of contract liabilities | 400 | 400 | 1,300 | 1,300 | |
General and administrative | |||||
Disaggregation of Revenue [Line Items] | |||||
Amortization of contract liabilities | $ 1,000 | $ 1,000 | $ 2,900 | $ 3,000 |
Nature of Business and Signif_6
Nature of Business and Significant Accounting Policies - Performance-Based Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Performance-based fees not recognized as revenue | $ 3.8 | $ 3.8 | $ 5.9 | ||
Performance-based revenue recognized | 2.7 | $ 2.8 | 8 | $ 7.5 | |
Performance-based revenue recognized but not yet settled with customers | 1.3 | $ 1.9 | 4 | $ 6.3 | |
Revenue recognized related to services provided in prior period | $ 0.8 | $ 3.4 |
Nature of Business and Signif_7
Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
Remaining performance obligations | $ 136.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations percentage to be recognized | 37.00% |
Unsatisfied performance obligations expected recognition period | 24 months |
Nature of Business and Signif_8
Nature of Business and Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 105,618 | $ 80,236 | $ 293,686 | $ 240,392 |
Enterprise | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 62,838 | 46,032 | 176,387 | 142,448 |
Provider | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 24,110 | 19,150 | 66,266 | 59,485 |
Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 18,670 | $ 15,054 | $ 51,033 | $ 38,459 |
Nature of Business and Signif_9
Nature of Business and Significant Accounting Policies - Other Expenses (Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Re-measurement of contingent consideration | $ (4,976) | $ 134 | $ 10,523 | $ 406 |
Re-measurement of warrant liabilities | 5,039 | (104) | 11,196 | (104) |
Other | 23 | (71) | (904) | (32) |
Total other (income) expenses | $ 86 | $ (41) | $ 20,815 | $ 270 |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 01, 2021USD ($)$ / sharesshares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Schedule of Reverse Recapitalization [Line Items] | |||
Exchange ratio | 71.26 | ||
Redemption of FCAC shares (in shares) | 19,864,030 | ||
Cash price for redeemed shares (in USD per share) | $ / shares | $ 10 | ||
Aggregate amount for redemption of FCAC shares | $ | $ 198,640 | ||
Common stock issued, excluding earnout shares (in shares) | 333,875,179 | ||
Common stock outstanding, excluding earnout shares (in shares) | 333,875,179 | ||
Shares issued | 42,560,000 | ||
Cash received from FCAC trust and cash on hand, net of redemptions | $ | $ 146,363 | ||
Cash paid for issuance costs and advisory fees | $ | 54,025 | ||
One-time bonus payments | $ | $ 11,600 | ||
Capital stock authorized (in shares) | 615,000,000 | ||
Common stock authorized (in shares) | 600,000,000 | 600,000,000 | 424,353,300 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock authorized (in shares) | 15,000,000 | ||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.0001 | ||
Sponsor members | |||
Schedule of Reverse Recapitalization [Line Items] | |||
Earnout shares held in escrow | 1,713,000 | ||
Legacy Sharecare stockholders | |||
Schedule of Reverse Recapitalization [Line Items] | |||
Earnout shares held in escrow | 1,500,000 | ||
Series A Preferred Stock | |||
Schedule of Reverse Recapitalization [Line Items] | |||
Shares issued | 5,000,000 | ||
Preferred stock authorized (in shares) | 5,000,000 | ||
Common Class A | |||
Schedule of Reverse Recapitalization [Line Items] | |||
Shares issued | 42,560,000 | ||
Stock purchase price (in USD per share) | $ / shares | $ 10 |
Business Combination - Net Proc
Business Combination - Net Proceeds from Reverse Recapitalization with FCAC (Details) - USD ($) $ in Thousands | Jul. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Reverse Recapitalization [Abstract] | |||
Cash received from Private Placement financing | $ 425,600 | ||
Cash paid to Legacy Sharecare stockholders | (91,698) | ||
Cash received from FCAC trust and cash on hand, net of redemptions | 146,363 | ||
Cash paid for issuance costs and advisory fees | (54,025) | ||
Net proceeds from Reverse Recapitalization with FCAC | $ 426,240 | $ 426,240 | $ 0 |
Business Combination - Reconcil
Business Combination - Reconciliation of Number Shares of Common Stock (Details) - shares | Jul. 01, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of Reverse Recapitalization [Line Items] | ||||
Earnout Shares | 3,213,000 | |||
Less: redemption of FCAC shares | (19,864,030) | |||
Shares issued in Private Placement financing | 42,560,000 | |||
Legacy Sharecare shares converted to common stock | 271,051,959 | |||
Common stock outstanding | 337,088,179 | 339,034,410 | 217,106,957 | |
Sponsor members | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Shares in Business Combination | 5,627,250 | |||
Common shareholders | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Shares in Business Combination | 43,340,250 | |||
FCAC | ||||
Schedule of Reverse Recapitalization [Line Items] | ||||
Common stock outstanding | 34,500,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities (Details) - Recurring $ in Thousands | Sep. 30, 2021USD ($) |
Cash equivalents | |
Total cash equivalents | $ 11,440 |
Liabilities | |
Contingent consideration – other liabilities | 38,462 |
Liabilities | 73,154 |
Money market funds | |
Cash equivalents | |
Total cash equivalents | 11,440 |
Warrant liabilities - public | |
Liabilities | |
Warrants | 22,885 |
Warrant liabilities - private | |
Liabilities | |
Warrants | 11,807 |
Level 1 | |
Cash equivalents | |
Total cash equivalents | 11,440 |
Liabilities | |
Contingent consideration – other liabilities | 0 |
Liabilities | 22,885 |
Level 1 | Money market funds | |
Cash equivalents | |
Total cash equivalents | 11,440 |
Level 1 | Warrant liabilities - public | |
Liabilities | |
Warrants | 22,885 |
Level 1 | Warrant liabilities - private | |
Liabilities | |
Warrants | 0 |
Level 2 | |
Cash equivalents | |
Total cash equivalents | 0 |
Liabilities | |
Contingent consideration – other liabilities | 0 |
Liabilities | 0 |
Level 2 | Money market funds | |
Cash equivalents | |
Total cash equivalents | 0 |
Level 2 | Warrant liabilities - public | |
Liabilities | |
Warrants | 0 |
Level 2 | Warrant liabilities - private | |
Liabilities | |
Warrants | 0 |
Level 3 | |
Cash equivalents | |
Total cash equivalents | 0 |
Liabilities | |
Contingent consideration – other liabilities | 38,462 |
Liabilities | 50,269 |
Level 3 | Money market funds | |
Cash equivalents | |
Total cash equivalents | 0 |
Level 3 | Warrant liabilities - public | |
Liabilities | |
Warrants | 0 |
Level 3 | Warrant liabilities - private | |
Liabilities | |
Warrants | $ 11,807 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Sep. 30, 2021$ / sharesshares |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Number of securities called by each warrant | shares | 1 |
Exercise price per share (in USD per share) | $ / shares | $ 11.50 |
Private Warrants | |
Class of Warrant or Right [Line Items] | |
Number of securities called by each warrant | shares | 1 |
Exercise price per share (in USD per share) | $ / shares | $ 11.50 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes to Warrant Liability and Contingent Consideration (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Warrant liabilities - private | |
Changes in liability | |
Beginning balance | $ 4,963 |
Conversions | (10,761) |
Assumed in Business Combination | 10,319 |
Re-measurement | 7,286 |
Ending balance | 11,807 |
Contingent consideration | |
Changes in liability | |
Beginning balance | 9,271 |
Contingent consideration from antidilution | 10,305 |
Antidilution provision for Series D Preferred Stock | 6,387 |
Settlements | (12,682) |
Conversions | (6,451) |
Assumed in Business Combination | 21,109 |
Re-measurement | 10,523 |
Ending balance | $ 38,462 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities | ||
Accrued expenses | $ 20,784 | $ 16,243 |
Accrued compensation | 13,447 | 14,728 |
Accrued media costs | 3,816 | 5,279 |
Accrued taxes | 1,379 | 771 |
Accrued other | 2,402 | 4,648 |
Total accrued expenses and other current liabilities | $ 41,828 | $ 41,669 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Aug. 11, 2021 | Feb. 22, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | ||||||||
Compensation expense | $ 11,130 | $ 630 | $ 25,516 | $ 6,443 | ||||
doc.ai Incorporated | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 120,600 | |||||||
Consideration, cash payable including via note payable | 29,000 | |||||||
Cash payment to acquire business | 15,000 | |||||||
Consideration payable, note payable | 14,000 | |||||||
Contingent consideration | 10,300 | |||||||
Equity-based consideration | 81,300 | |||||||
Transaction related expenses | 800 | |||||||
Compensation expense | 8,800 | |||||||
Acquired intangible asset adjustment | 3,700 | |||||||
Goodwill adjustment | $ 3,700 | |||||||
Revenue of acquiree since acquisition date | $ 11,700 | |||||||
Net loss of acquiree since acquisition date | $ 6,500 | |||||||
doc.ai Incorporated | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles assets | $ 17,389 | |||||||
doc.ai Incorporated | Common stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration, instruments issuable, maximum | 1,145,790 | |||||||
doc.ai Incorporated | Stock options | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration, instruments issuable, maximum | 485,922 | |||||||
doc.ai Incorporated | Common stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issuable (in shares) | 9,039,117 | |||||||
doc.ai Incorporated | Stock options | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issuable (in shares) | 2,444,361 | |||||||
CareLinx Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 65,600 | |||||||
Cash payment to acquire business | 55,200 | |||||||
Equity-based consideration | 10,400 | |||||||
Transaction related expenses | 1,100 | |||||||
Intangibles assets | $ 30,700 | |||||||
Revenue of acquiree since acquisition date | $ 4,100 | |||||||
Net loss of acquiree since acquisition date | $ 1,000 | |||||||
CareLinx Inc | Common stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issuable (in shares) | 1,262,475 | |||||||
CareLinx Inc | Stock options | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity interest issuable (in shares) | 295,758 |
Acquisitions - Preliminary Fair
Acquisitions - Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 11, 2021 | Feb. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 189,702 | $ 75,736 | $ 62,939 | ||
doc.ai Incorporated | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 12,217 | ||||
Prepaid expenses | 244 | ||||
Other current assets | 400 | ||||
Goodwill | 83,319 | ||||
Accounts payable and other accrued liabilities | (5,754) | ||||
Deferred revenue | (1,681) | ||||
Debt | (904) | ||||
Other long term liabilities | (302) | ||||
Total | 120,596 | ||||
doc.ai Incorporated | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Intangibles assets | 15,668 | ||||
doc.ai Incorporated | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangibles assets | $ 17,389 | ||||
CareLinx Inc | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 445 | ||||
Accounts receivable | 4,660 | ||||
Other receivables | 59 | ||||
Prepaid expenses | 304 | ||||
Other current assets | 441 | ||||
Intangibles assets | 30,700 | ||||
Other long term assets | 2,000 | ||||
Goodwill | 30,849 | ||||
Accrued expenses | (1,330) | ||||
Contract liabilities - current | (45) | ||||
Non-current contract liabilities | (53) | ||||
Other long term liabilities | (2,460) | ||||
Total | $ 65,570 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets and Liabilities - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Definite-lived, intangible assets | ||
Cost | $ 258,709 | $ 171,247 |
Accumulated Amortization | (119,711) | (99,099) |
Net | 138,998 | 72,148 |
Intangible assets not subject to amortization | ||
Intangible assets not subject to amortization | 12,483 | 6,099 |
Total intangible assets | ||
Total intangible assets, cost | 271,192 | 177,346 |
Total intangible assets, accumulated amortization | (119,711) | (99,099) |
Total intangible assets, net | 151,481 | 78,247 |
Internal-use software projects in process | ||
Intangible assets not subject to amortization | ||
Intangible assets not subject to amortization | 7,453 | 1,069 |
Trade name | ||
Intangible assets not subject to amortization | ||
Intangible assets not subject to amortization | 5,030 | 5,030 |
Technology – features/content | ||
Definite-lived, intangible assets | ||
Cost | 54,312 | 38,803 |
Accumulated Amortization | (23,211) | (20,721) |
Net | $ 31,101 | $ 18,082 |
Weighted Average Remaining Life | 10 years 6 months | 7 years 8 months 12 days |
Total intangible assets | ||
Total intangible assets, accumulated amortization | $ (23,211) | $ (20,721) |
Trade name | ||
Definite-lived, intangible assets | ||
Cost | 6,392 | 3,792 |
Accumulated Amortization | (3,809) | (3,739) |
Net | $ 2,583 | $ 53 |
Weighted Average Remaining Life | 7 years 9 months 18 days | 4 years 4 months 24 days |
Total intangible assets | ||
Total intangible assets, accumulated amortization | $ (3,809) | $ (3,739) |
Customer relationships | ||
Definite-lived, intangible assets | ||
Cost | 77,849 | 47,160 |
Accumulated Amortization | (25,923) | (22,340) |
Net | $ 51,926 | $ 24,820 |
Weighted Average Remaining Life | 12 years 6 months | 7 years 6 months |
Total intangible assets | ||
Total intangible assets, accumulated amortization | $ (25,923) | $ (22,340) |
Internal-use software | ||
Definite-lived, intangible assets | ||
Cost | 120,156 | 81,492 |
Accumulated Amortization | (66,768) | (52,299) |
Net | $ 53,388 | $ 29,193 |
Weighted Average Remaining Life | 2 years 3 months 18 days | 2 years 3 months 18 days |
Total intangible assets | ||
Total intangible assets, accumulated amortization | $ (66,768) | $ (52,299) |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets and Liabilities - Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 75,736 | $ 62,939 |
Additions | 114,168 | 12,080 |
Foreign currency translation adjustment | (202) | 717 |
Ending balance | $ 189,702 | $ 75,736 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets and Liabilities - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense for intangible assets | $ 8.2 | $ 5.4 | $ 20.8 | $ 17.1 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets and Liabilities - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Estimated future amortization expense: | ||
Remainder of 2021 | $ 8,631 | |
2022 | 29,066 | |
2023 | 24,458 | |
2024 | 15,585 | |
2025 | 11,755 | |
Thereafter | 49,503 | |
Net | $ 138,998 | $ 72,148 |
Debt - Debt Balances (Details)
Debt - Debt Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total debt | $ 243 | $ 172,224 |
Less current portion | 0 | (1,011) |
Total long-term debt | 243 | 171,213 |
Senior Secured Credit Agreement, due February 2023 | Secured debt | ||
Debt Instrument [Line Items] | ||
Total debt | 243 | 13,059 |
Senior Secured Credit Agreement, due February 2023 | Secured debt | Other long term assets | ||
Debt Instrument [Line Items] | ||
Debt issuance fees | $ 384 | 595 |
Senior Secured Credit Agreement, due February 2023 | Secured debt | Prime | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate | 2.00% | |
Senior Secured Credit Agreement, due February 2023 | Secured debt | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable interest rate | 2.75% | |
Second Lien Credit Agreement, due May 2023 | Secured debt | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | 39,920 |
Interest rate | 12.375% | |
Principal amount | $ 40,000 | |
Paid-in-kind interest | 0 | 1,374 |
Series B-3 Convertible Notes, due August 2023 | Convertible debt | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | $ 89,037 |
Interest rate | 10.00% | |
Principal amount | $ 95,000 | |
Paid-in-kind interest | 0 | 7,176 |
Series B-4 Convertible Notes, due August 2023 | Convertible debt | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | $ 24,884 |
Interest rate | 10.00% | |
Principal amount | $ 25,000 | |
Paid-in-kind interest | 0 | 1,549 |
Series B Convertible Notes, due August 2023 | Convertible debt | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | $ 4,924 |
Interest rate | 10.00% | |
Principal amount | $ 5,000 | |
Paid-in-kind interest | 0 | 371 |
Note payable | Note payable | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | $ 400 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | Jul. 01, 2021 | Jul. 31, 2021USD ($)shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Settlement of debt | $ 178,400 | |||
Exchange ratio | 71.26 | |||
Write-off of deferred beneficial conversion feature and warrant costs | $ 12,063 | $ 0 | ||
Loss on extinguishment of debt | 1,100 | 1,148 | $ 0 | |
Series B, Series B-3 and Series B-4 Convertible Notes | Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Write-off of deferred beneficial conversion feature and warrant costs | $ 12,100 | |||
Series B, Series B-3 and Series B-4 Convertible Notes | Convertible debt | Common stock | ||||
Debt Instrument [Line Items] | ||||
Shares issued in debt conversion | shares | 37,695,910 | |||
Senior Secured Credit Agreement, due February 2023 | Secured debt | ||||
Debt Instrument [Line Items] | ||||
Available for borrowing | $ 49,800 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 507 | $ 467 | $ 520 | $ 694 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Authorized, Issued and Outstanding Shares and Amounts (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | |||
Net carrying amount | [1] | $ 58,205 | $ 0 |
Series A Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares authorized | 5,000,000 | 0 | |
Shares issued | 5,000,000 | 0 | |
Shares outstanding | 5,000,000 | 0 | |
Net carrying amount | $ 58,205 | ||
Aggregate liquidation preference | $ 50,000 | $ 0 | |
[1] | Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Narrative (Details) $ in Thousands | Jul. 01, 2021shares | Apr. 07, 2021USD ($)shares | Sep. 30, 2021dshares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) |
Temporary Equity [Line Items] | |||||
Aggregate purchase price received | $ 50,000 | $ 0 | |||
Exchange ratio | 71.26 | ||||
Series D Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance of shares | shares | 62,500 | ||||
Aggregate purchase price received | $ 50,000 | ||||
Issuance of Series D stock | 51,800 | ||||
Contingent consideration related to anti-dilution provision | 6,400 | ||||
Non-cash payment for up front research and development costs | $ 8,200 | ||||
Series A Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Stock issued upon conversion of convertible securities (in shares) | shares | 5,000,000 | ||||
Number of shares issued upon conversion | shares | 1 | 1 | |||
Period until entitlement of forced conversion option | 3 years | ||||
Conversion metric, common stock closing price as percentage of issue price | 130.00% | ||||
Conversion metric, threshold trading days | d | 20 | ||||
Conversion metric, threshold consecutive trading days | d | 30 | ||||
Common stock | |||||
Temporary Equity [Line Items] | |||||
Stock issued upon conversion of convertible securities (in shares) | shares | 63,885,490 |
Common Stock and Stockholders_3
Common Stock and Stockholders’ Equity (Deficit) - Narrative (Details) | Jul. 01, 2021shares | Sep. 30, 2021shares | Dec. 31, 2020shares |
Class of Stock [Line Items] | |||
Exchange ratio | 71.26 | ||
Common stock authorized (in shares) | 600,000,000 | 600,000,000 | 424,353,300 |
Contractual and earnout arrangements | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance (in shares) | 4,460,896 | ||
Warrants reserved for future issuance (in shares) | 10,237,857 | ||
Warrants earned but not issued (in shares) | 158,000 | ||
Common stock | |||
Class of Stock [Line Items] | |||
Common stock issued to former stockholders of entities acquired by Company prior to Business Combination (in shares) | 66,555 | ||
Stock issued upon conversion of convertible securities (in shares) | 63,885,490 | ||
Common stock | Convertible warrants | |||
Class of Stock [Line Items] | |||
Stock issued upon conversion of convertible securities (in shares) | 10,921,334 |
Common Stock and Stockholders_4
Common Stock and Stockholders’ Equity (Deficit) - Warrants (Details) | Sep. 30, 2021$ / sharesshares |
Equity | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 890,732,000 |
Exercise price per share (in USD per share) | $ / shares | $ 5.61 |
Private Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 5,933,334,000 |
Exercise price per share (in USD per share) | $ / shares | $ 11.50 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 11,500,000 |
Exercise price per share (in USD per share) | $ / shares | $ 11.50 |
Common Stock and Stockholders_5
Common Stock and Stockholders’ Equity (Deficit) - Stock Options (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Options Outstanding - Number of Options | ||
Outstanding, beginning (in shares) | shares | 107,824,290 | |
Granted (in shares) | shares | 27,589,515 | |
Exercised (in shares) | shares | (3,066,506) | |
Cancelled/Forfeited (in shares) | shares | (2,259,073) | |
Outstanding, ending (in shares) | shares | 130,088,226 | 107,824,290 |
Vested and exercisable (in shares) | shares | 83,989,256 | 71,937,052 |
Options Outstanding - Weighted Average Exercise Price | ||
Outstanding, beginning (in USD per share) | $ / shares | $ 1.25 | |
Granted (in USD per share) | $ / shares | 1.74 | |
Exercised (in USD per share) | $ / shares | 1.24 | |
Cancelled/Forfeited (in USD per share) | $ / shares | 2 | |
Outstanding, ending (in USD per share) | $ / shares | 1.34 | $ 1.25 |
Vested and exercisable (in USD per share) | $ / shares | $ 1.37 | $ 1.20 |
Options Outstanding - Additional Disclosures | ||
Outstanding, Weighted average remaining contractual term | 7 years 2 months 26 days | 7 years 3 months 7 days |
Vested and exercisable, Weighted average remaining contractual term | 6 years 2 months 8 days | 6 years 3 months 18 days |
Outstanding, Aggregate intrinsic value | $ | $ 896,619 | $ 341,601 |
Exercised, Aggregate intrinsic value | $ | 12,446 | |
Vested and exercisable, Aggregate intrinsic value | $ | $ 576,240 | $ 231,621 |
Common Stock and Stockholders_6
Common Stock and Stockholders’ Equity (Deficit) - Restricted Stock Units (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Restricted Stock Units - Number of Plan shares outstanding | |
Outstanding, beginning (in shares) | 0 |
Granted (in shares) | 1,398,832 |
Exercised (in shares) | 0 |
Cancelled/Forfeited (in shares) | 0 |
Outstanding, ending (in shares) | 1,398,832 |
Restricted Stock Units - Weighted-Average Grant Date Fair Value per share | |
Granted (in USD per share) | $ / shares | $ 7.37 |
Outstanding (in USD per share) | $ / shares | $ 7.37 |
Common Stock and Stockholders_7
Common Stock and Stockholders’ Equity (Deficit) - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation | $ 11,130 | $ 630 | $ 25,516 | $ 6,443 |
Cost of revenues | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation | 26 | 2 | 54 | 16 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation | 331 | 95 | 1,188 | 288 |
Product and technology | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation | 945 | 54 | 10,945 | 162 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation | $ 9,828 | $ 479 | 13,329 | $ 5,977 |
Earnout Shares | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation | $ 500 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | ||
Noncontrolling Interest [Line Items] | |||||||||
Redeemable noncontrolling interest | [1] | $ 4,000,000 | $ 0 | $ 0 | $ 4,000,000 | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | $ 0 |
Healthways Brazil | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Controlling interest held by Company | 51.00% | ||||||||
Noncontrolling interest | 49.00% | ||||||||
Visualize Health | Common stock of HDS-VH Holdings, Inc | |||||||||
Noncontrolling Interest [Line Items] | |||||||||
Number of shares issued (in shares) | 1,068,900 | ||||||||
[1] | Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Loss Contingencies [Line Items] | |
Pre-acquisition contingent liabilities recorded | $ 2,000 |
Minimum | |
Loss Contingencies [Line Items] | |
Estimated possible contingent liabilities in excess of amounts accrued | 0 |
Maximum | |
Loss Contingencies [Line Items] | |
Estimated possible contingent liabilities in excess of amounts accrued | $ 15,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Sharecare Brasil Servicios de Consultoria, Ltda | Sul América | |||||
Related Party Transaction [Line Items] | |||||
Noncontrolling interest | 49.00% | 49.00% | |||
Largest customer and investor in convertible notes | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 11,700,000 | $ 13,000,000 | $ 36,700,000 | $ 43,200,000 | |
Accounts receivable, related parties | 9,300,000 | 9,300,000 | $ 9,500,000 | ||
Dr. Ornish, MD | Royalty agreement | |||||
Related Party Transaction [Line Items] | |||||
Royal fee guaranteed amount | $ 1,200,000 | ||||
Royal fee guaranteed percentage of revenue | 15.00% | ||||
Expenses, related party transactions | 300,000 | 300,000 | $ 900,000 | 900,000 | |
Sul América | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 3,000,000 | 3,000,000 | 9,100,000 | 9,800,000 | |
Accounts receivable, related parties | 2,200,000 | 2,200,000 | 2,200,000 | ||
Sales and sales support services entity | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 0 | 600,000 | 300,000 | 2,700,000 | |
Accounts receivable, related parties | 0 | 0 | 600,000 | ||
Sales and sales support services entity | Sales and sales support services | |||||
Related Party Transaction [Line Items] | |||||
Expenses, related party transactions | 0 | 64,900 | 29,000 | 300,000 | |
Board of Directors related customer | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 5,000,000 | $ 700,000 | 11,900,000 | $ 3,300,000 | |
Accounts receivable, related parties | 4,400,000 | 4,400,000 | |||
Convertible debt | Series B, B-3 and B-4, convertible debt | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 0 | $ 0 | $ 75,700,000 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||||||
Sep. 30, 2021 | Jun. 30, 2021 | [1] | Mar. 31, 2021 | [1] | Sep. 30, 2020 | Jun. 30, 2020 | [1] | Mar. 31, 2020 | [1] | Sep. 30, 2021 | Sep. 30, 2020 | ||||
Numerator | |||||||||||||||
Net loss | $ (43,064) | $ (6,412) | $ (95,240) | $ (31,724) | |||||||||||
Less: Redeemable noncontrolling interest remeasurement | 0 | 0 | 0 | (960) | |||||||||||
Less: Net loss (income) attributable to noncontrolling interest in subsidiaries | (51) | [1] | $ (24) | $ 106 | 104 | [1] | $ 300 | $ (32) | 31 | 372 | |||||
Loss available to common stockholders, basic | (43,115) | (6,308) | (95,209) | (32,312) | |||||||||||
Loss available to common stockholders, diluted | $ (43,115) | $ (6,308) | $ (95,209) | $ (32,312) | |||||||||||
Denominator | |||||||||||||||
Weighted-average common shares outstanding, basic (in shares) | [2] | 334,982,150 | 222,927,484 | 263,558,268 | 220,150,504 | ||||||||||
Weighted-average common shares outstanding, diluted (in shares) | [2] | 334,982,150 | 222,927,484 | 263,558,268 | 220,150,504 | ||||||||||
Net loss per share attributable to common stockholders, basic (in USD per share) | [2] | $ (0.13) | $ (0.03) | $ (0.36) | $ (0.15) | ||||||||||
Net loss per share attributable to common stockholders, diluted (in USD per share) | [2] | $ (0.13) | $ (0.03) | $ (0.36) | $ (0.15) | ||||||||||
[1] | Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. | ||||||||||||||
[2] | Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2. |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Common Stock Equivalents (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents (in shares) | 109,786,000 | 108,124,979 | 139,826,243 | 106,657,426 |
Convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents (in shares) | 0 | 36,275,629 | 25,131,519 | 35,386,270 |
Stock options and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents (in shares) | 103,326,463 | 62,212,844 | 103,326,463 | 62,212,844 |
Warrants to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents (in shares) | 415,210 | 8,084,210 | 7,419,801 | 7,670,459 |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents (in shares) | 4,999,998 | 0 | 3,053,336 | 0 |
Contingently issued shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common stock equivalents (in shares) | 1,044,329 | 1,552,296 | 895,124 | 1,387,853 |