Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 357,421,363 | |
Entity Central Index Key | 0001816233 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 $11.50 per share | |
Trading Symbol | SHCRW | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 154,430 | $ 182,508 |
Accounts receivable, net (net of allowance for doubtful accounts of $8,426 and $7,197, respectively) | 116,282 | 116,877 |
Other receivables | 2,204 | 4,114 |
Prepaid expenses | 14,309 | 12,612 |
Other current assets | 5,068 | 4,515 |
Total current assets | 292,293 | 320,626 |
Property and equipment, net | 5,001 | 5,082 |
Other long-term assets | 21,939 | 20,362 |
Intangible assets, net | 157,417 | 163,114 |
Goodwill | 191,917 | 191,817 |
Total assets | 668,567 | 701,001 |
Current liabilities: | ||
Accounts payable | 23,054 | 8,838 |
Accrued expenses and other current liabilities (Note 3) | 65,610 | 81,627 |
Deferred revenue | 9,735 | 9,032 |
Contract liabilities, current | 1,152 | 1,535 |
Total current liabilities | 99,551 | 101,032 |
Warrant liabilities | 2,441 | 2,441 |
Long-term debt | 224 | 0 |
Other long-term liabilities | 11,124 | 16,723 |
Total liabilities | 113,340 | 120,196 |
Commitments and contingencies (Note 7) | ||
Series A redeemable convertible preferred stock, $0.0001 par value; 5,000,000 shares authorized; 5,000,000 shares issued and outstanding, aggregate liquidation preference of $50,000 as of March 31, 2023 and December 31, 2022 | 58,205 | 58,205 |
Stockholders’ equity: | ||
Common stock $0.0001 par value; 600,000,000 and 600,000,000 shares authorized; 356,289,293 and 354,463,620 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 35 | 35 |
Additional paid-in capital | 1,130,199 | 1,120,024 |
Accumulated other comprehensive loss | (2,544) | (2,794) |
Accumulated deficit | (631,534) | (595,820) |
Total Sharecare, Inc. stockholders’ equity | 496,156 | 521,445 |
Noncontrolling interest in subsidiaries | 866 | 1,155 |
Total stockholders’ equity | 497,022 | 522,600 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | $ 668,567 | $ 701,001 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Accounts receivable, allowance for doubtful accounts | $ 8,426 | $ 7,197 |
Stockholders’ equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares, issued (in shares) | 356,289,293 | 354,463,620 |
Common stock, shares, outstanding (in shares) | 356,289,293 | 354,463,620 |
Series A Preferred Stock | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Redeemable convertible preferred stock, shares issued (in shares) | 5,000,000 | 5,000,000 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 5,000,000 | 5,000,000 |
Redeemable convertible preferred stock, aggregate liquidation preference | $ 50,000 | $ 50,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue (inclusive of related party revenue of $18,790 and $7,568, respectively) | $ 116,295 | $ 100,710 |
Costs and operating expenses: | ||
Costs of revenue (exclusive of depreciation and amortization; inclusive of related party costs of $10,863 and $0, respectively) | 67,890 | 51,492 |
Sales and marketing | 15,348 | 14,511 |
Product and technology | 20,808 | 19,420 |
General and administrative | 34,121 | 55,998 |
Depreciation and amortization | 14,781 | 9,878 |
Total costs and operating expenses | 152,948 | 151,299 |
Loss from operations | (36,653) | (50,589) |
Other income (expense): | ||
Interest income | 1,680 | 29 |
Interest expense | (430) | (492) |
Other income | 429 | 12,845 |
Total other income | 1,679 | 12,382 |
Loss before income tax expense | (34,974) | (38,207) |
Income tax expense | (31) | (92) |
Net loss | (35,005) | (38,299) |
Net loss attributable to noncontrolling interest in subsidiaries | (346) | (98) |
Net loss attributable to Sharecare, Inc. | $ (34,659) | $ (38,201) |
Net Loss per Share | ||
Net loss per share attributable to common stockholders, basic (in USD per share) | $ (0.10) | $ (0.11) |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ (0.10) | $ (0.11) |
Weighted-average common shares outstanding, basic (in shares) | 352,923,217 | 344,891,335 |
Weighted-average common shares outstanding, diluted (in shares) | 352,923,217 | 344,891,335 |
Comprehensive loss attributable to Sharecare, Inc. | ||
Net loss | $ (35,005) | $ (38,299) |
Foreign currency translation | 307 | 231 |
Comprehensive loss | (34,698) | (38,068) |
Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries | (289) | 202 |
Comprehensive loss attributable to Sharecare, Inc. | $ (34,409) | $ (38,270) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue from related parties | $ 18,790 | $ 7,568 |
Related party costs | $ 10,863 | $ 0 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Cumulative effect of adopting ASU 2016-13 | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated Deficit Cumulative effect of adopting ASU 2016-13 | Noncontrolling Interest |
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 5,000,000 | ||||||||
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2021 | $ 58,205 | ||||||||
Redeemable convertible preferred stock, ending balance (in shares) at Mar. 31, 2022 | 5,000,000 | ||||||||
Redeemable convertible preferred stock, ending balance at Mar. 31, 2022 | $ 58,205 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 345,788,707 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 564,836 | $ 35 | $ 1,042,164 | $ (2,061) | $ (477,113) | $ 1,811 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock options exercised (in shares) | 2,414,986 | ||||||||
Stock options exercised | 2,337 | 2,337 | |||||||
Common stock issued upon vesting of restricted stock units (in shares) | 73,617 | ||||||||
Issuance of warrants in connection with debt and revenue arrangements | 19 | 19 | |||||||
Issuance of stock for WhitehatAI earnout (in shares) | 132,587 | ||||||||
Issuance of stock for doc.ai escrow shares (in shares) | 677,680 | ||||||||
Share-based compensation | 33,681 | 33,681 | |||||||
Net income (loss) attributable to noncontrolling interest in subsidiaries | (98) | (98) | |||||||
Currency translation adjustment | 231 | (69) | 300 | ||||||
Net income (loss) attributable to Sharecare, Inc. | (38,201) | (38,201) | |||||||
Other (in shares) | (5,097) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 349,082,480 | ||||||||
Ending balance at Mar. 31, 2022 | 562,805 | $ 35 | 1,078,201 | (2,130) | (515,314) | 2,013 | |||
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 5,000,000 | ||||||||
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2021 | $ 58,205 | ||||||||
Redeemable convertible preferred stock, ending balance (in shares) at Dec. 31, 2022 | 5,000,000 | ||||||||
Redeemable convertible preferred stock, ending balance at Dec. 31, 2022 | 58,205 | $ 58,205 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 345,788,707 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 564,836 | $ 35 | 1,042,164 | (2,061) | (477,113) | 1,811 | |||
Ending balance (in shares) at Dec. 31, 2022 | 354,463,620 | 354,463,620 | |||||||
Ending balance at Dec. 31, 2022 | $ 522,600 | $ (1,055) | $ 35 | 1,120,024 | (2,794) | (595,820) | $ (1,055) | 1,155 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accounting standards update, extensible enumeration | ASU 2016-13 | ||||||||
Redeemable convertible preferred stock, ending balance (in shares) at Mar. 31, 2023 | 5,000,000 | ||||||||
Redeemable convertible preferred stock, ending balance at Mar. 31, 2023 | $ 58,205 | $ 58,205 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock options exercised (in shares) | 281,042 | 281,042 | |||||||
Stock options exercised | $ 282 | 282 | |||||||
Common stock issued upon vesting of restricted stock units (in shares) | 1,759,615 | ||||||||
Issuance of warrants in connection with debt and revenue arrangements | 14 | 14 | |||||||
Share-based compensation | 10,406 | 10,406 | |||||||
Net income (loss) attributable to noncontrolling interest in subsidiaries | (346) | (346) | |||||||
Currency translation adjustment | 307 | 250 | 57 | ||||||
Repurchased shares of common stock related to exercise of employee stock options (in shares) | (214,984) | ||||||||
Repurchased shares of common stock related to exercise of employee stock options | (396) | (396) | |||||||
Net income (loss) attributable to Sharecare, Inc. | (34,659) | (34,659) | |||||||
Other | $ (131) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 356,289,293 | 356,289,293 | |||||||
Ending balance at Mar. 31, 2023 | $ 497,022 | $ 35 | $ 1,130,199 | $ (2,544) | $ (631,534) | $ 866 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (35,005) | $ (38,299) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 14,781 | 9,878 |
Non-cash interest expense | 254 | 233 |
Amortization of contract liabilities | (451) | (1,095) |
Accretion of contract liabilities | 68 | 220 |
Lease right-of-use assets expense | 1,138 | 1,503 |
Change in fair value of warrant liability and contingent consideration | (138) | (12,368) |
Share-based compensation | 9,969 | 33,110 |
Deferred income taxes | 59 | 175 |
Other | 2,120 | 846 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (1,387) | 7,931 |
Prepaid expenses and other assets | (5,795) | (1,624) |
Accounts payable and accrued expenses | (10,608) | (11,640) |
Operating lease liabilities | 794 | (1,810) |
Deferred revenue | 703 | 848 |
Net cash used in operating activities | (23,498) | (12,092) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (368) | (548) |
Capitalized internal-use software costs | (4,806) | (7,462) |
Net cash used in investing activities | (5,174) | (8,010) |
Cash flows from financing activities: | ||
Payments for shares repurchased | (131) | 0 |
Proceeds from exercise of common stock options | 1,023 | 2,337 |
Payments on financing lease obligations | (370) | (84) |
Net cash provided by financing activities | 522 | 2,253 |
Effect of exchange rates on cash and cash equivalents | 72 | 50 |
Net (decrease) increase in cash and cash equivalents | (28,078) | (17,799) |
Cash and cash equivalents at beginning of period | 182,508 | 271,105 |
Cash and cash equivalents at end of period | 154,430 | 253,306 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 236 | 258 |
Cash paid for amounts included in the measurement of lease liabilities | 1,336 | 1,896 |
Assets obtained in exchange for lease obligations | $ 1,695 | $ 849 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 health, and more. Sharecare recently launched Sharecare+, a digital-first, comprehensive advocacy solution designed to deliver value through benefits navigation, clinical engagement, virtual care, and chronic case and utilization management. Additionally, Sharecare provides secure, automated release of information, audit and business consulting services to streamline the medical records process for medical facilities. Sharecare delivers value via its provider, enterprise, and life sciences channels. Basis of Presentation and Consolidation Policy The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“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”). The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries. 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 March 31, 2023 and the Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), and Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 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 March 31, 2023 and the Company’s consolidated results of operations and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 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, 2022. Use of Estimates The preparation of these unaudited interim consolidated financial statements in conformity with 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 include revenue recognition 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. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash deposits are held with well-known financial institutions and may exceed federally insured limits. The Company grants credit to its customers during the normal course of business and generally requires no collateral from its customers. Fair Value Measurements The carrying value of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires management to maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities • Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities • Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability Assets and Liabilities that are Measured at Fair Value on a Non-recurring Basis Assets and liabilities that may be measured at fair value on a non-recurring basis relate primarily to the Company’s tangible fixed assets and other intangible assets. For these assets, the Company does not periodically adjust the carrying value to fair value except in the event of an impairment. When the Company determines that an impairment has occurred, the carrying value of the asset is reduced to its fair value and an impairment charge is recorded within operating income in the Consolidated Statements of Operations and Comprehensive Loss. Further, in connection with business combinations and asset acquisitions, the values of certain assets acquired have been recorded at fair value using Level 3 inputs. The fair values of definite-lived intangible assets acquired in these acquisitions were estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that an asset is expected to generate in the future. The Company develops internal estimates for the expected cash flows from acquired assets and estimates of discount rates used in the present value calculations. In certain instances, the Company also estimates fair value based on market multiples of comparable companies, when using the market approach. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable, net, consists of trade accounts receivable which are due under normal trade terms requiring payment typically within 45 days from the invoice date. The allowance for doubtful accounts is based on management's estimate for expected credit losses for outstanding trade accounts receivables and is recorded as an offset to accounts receivable. Changes in the allowance for doubtful accounts are classified as general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss. The Company determines expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, and adjusts based on expectations of changes in macro-economic conditions and customer-specific information that may impact the collectability of outstanding receivables. The Company reassess the adequacy of the allowance for doubtful accounts each reporting period. For the three months ended March 31, 2023, the provision for doubtful accounts includes $1.1 million of amounts recorded upon adoption of ASU 2016-13 on January 1, 2023. The changes in the allowance for doubtful accounts are as follows (in thousands): Three Months Ended 2023 2022 Allowance for doubtful accounts – beginning balance $ 7,197 $ 6,212 Provision for doubtful accounts 1,869 650 Amounts written off and other adjustments (640) (122) Allowance for doubtful accounts – ending balance $ 8,426 $ 6,740 Contract Liabilities In connection with certain acquisitions, the Company has recognized current and noncurrent contract liabilities, representing off-market values associated with certain wellness program royalty agreements (amortization will continue through 2023). Amortization of these contract liabilities was $0.5 million for three months ended March 31, 2023, all of which was included within cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. Amortization of these contract liabilities was $1.1 million for three months ended March 31, 2022, of which $0.4 million was included within cost of revenues and $0.7 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Company has recognized certain contract liabilities due to a related party in the amount of $17.1 million, related to service agreements, which is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets. 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 the collection of fees covering the entire contractual service period, which is generally six 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 a variable consideration amount 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 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 it is not probable that the Company will meet the relevant performance target(s). As of March 31, 2023 and December 31, 2022, such fees included within deferred revenue were $5.2 million and $4.4 million, respectively. In the event that performance measures 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 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 March 31, 2023, 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 $101.5 million. As of March 31, 2023, the Company expects to recognize revenue on approximately 72% 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 2023 2022 Enterprise $ 70,193 $ 59,771 Provider 28,974 24,717 Life Sciences 17,128 16,222 Total Revenue $ 116,295 $ 100,710 Other Income For the three months ended March 31, 2023 and 2022, other income consisted of the following (in thousands): Three Months Ended 2023 2022 Re-measurement of contingent consideration $ 138 $ 6,777 Re-measurement of warrant liabilities — 5,591 Other 291 477 Total other income $ 429 $ 12,845 Recently Adopted Accounting Standards 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. Credit Losses. 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”), which is intended to improve the timing of recognition, 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 (accumulated deficit) in the period of adoption, to the extent applicable. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within the fiscal year. The Company adopted ASU 2016-13 on January 1, 2023, and the adoption did not have a material impact on the Company’s unaudited interim consolidated financial statements with the primary impact being the increase in allowance for doubtful accounts related to our trade accounts receivable. The adoption adjustment was recorded to accumulated deficit, as shown in the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit). |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments consist of cash equivalents, accounts receivable, accounts payable, accrued liabilities, warrant liabilities, and contingent consideration liabilities. Cash equivalents are comprised of money market funds 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 settlement date. The warrant liabilities and contingent consideration liabilities are recorded at estimated fair value. The following tables present the fair value hierarchy for assets and liabilities measured at fair value as of March 31, 2023 (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents Money market funds $ 141,709 $ — $ — $ 141,709 Total cash equivalents at fair value $ 141,709 $ — $ — $ 141,709 Liabilities Warrant liabilities $ 2,441 $ — $ — $ 2,441 Contingent consideration – other liabilities — — 1,741 1,741 Total liabilities at fair value $ 2,441 $ — $ 1,741 $ 4,182 The warrants included in the units issued during the initial public offering by Falcon Capital Acquisition Corp. “FCAC” and the warrants issued by FCAC simultaneously with its initial public offering in a private placement, were both classified within Level 1 as they are publicly traded and have an observable market price in an active market. Additionally, the warrant liabilities are exercisable for one share of common stock at an exercise price of $11.50. Contingent consideration was classified within Level 3 as it was valued using certain unobservable inputs. The fair value of the contingent consideration is estimated based on the Company’s stock price and number of shares expected to be issued related to acquisitions in prior years and are estimated using a Monte Carlo simulation with inputs for 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 contingent consideration — other liabilities classified as Level 3 for the periods presented (in thousands): December 31, 2022 $ 1,879 Re-measurement of contingent consideration (138) March 31, 2023 $ 1,741 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accrued Expenses and Other Current Liabilities As of March 31, 2023 and December 31, 2022, accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, Accrued expenses $ 19,426 $ 18,526 Accrued compensation 15,079 23,762 Accrued media costs 2,775 4,515 Accrued taxes 1,458 1,602 Operating lease liabilities, current 2,043 2,941 Contract liabilities due to a related party, current 17,068 10,000 Accrued expenses due to a related party 5,086 18,011 Accrued other 2,675 2,270 Total accrued expenses and other current liabilities $ 65,610 $ 81,627 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Intangible assets and the related accumulated amortization for each class of intangible assets as of March 31, 2023 were as follows (in thousands): March 31, 2023 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 66,688 $ (22,875) $ 43,813 7.5 Trade name 3,549 (1,645) 1,904 4.3 Customer relationships 77,849 (35,070) 42,779 8.9 Internal-use software 161,414 (101,752) 59,662 2.0 Total definite-lived, intangible assets $ 309,500 $ (161,342) $ 148,158 Intangible assets not subject to amortization Internal-use software projects in process $ 4,229 $ — $ 4,229 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization 9,259 — 9,259 Total intangible assets $ 318,759 $ (161,342) $ 157,417 The following tables set forth the changes in the carrying amount of the Company’s goodwill for the period presented (in thousands): December 31, 2022 $ 191,817 Foreign currency translation adjustment 100 March 31, 2023 $ 191,917 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 and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired. The Company initially evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, a quantitative assessment of the fair value of a reporting unit is performed to test goodwill for impairment using a combination of income and market approaches. The Company continues to monitor the price of its common stock in relation to goodwill impairment. Based on the Company's qualitative analysis for the first quarter of 2023, it was determined that it was not more likely than not that the fair value of the Sharecare reporting unit was less than the carrying value. There have been no impairments of goodwill since the Company’s inception. Amortization expense for intangible assets during the three months ended March 31, 2023 and 2022 totaled $14.0 million and $9.2 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 March 31, 2023 (in thousands): Year ending December 31: Remainder of 2023 $ 35,518 2024 38,207 2025 23,012 2026 13,349 2027 10,389 Thereafter 27,683 Total $ 148,158 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesAs 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 French operations. For the three months ended March 31, 2023, the Company recognized income tax expense of less than $0.1 million, primarily due to state income tax. For the three months ended March 31, 2022, the Company recognized an income tax expense of $0.1 million, primarily due to tax on foreign income. |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Common Stock and Stockholders' Equity | Common Stock and Stockholders’ Equity Warrants In connection with debt and equity financings and certain partnership arrangements, the Company may issue warrants. Liability warrants generally vest immediately and are exercisable upon issuance and have an expiration of seven years from the date of issuance. Equity warrants generally vest after three years from the date of issuance and have an expiration of seven years from the date of issuance. As of March 31, 2023, the following warrants to purchase common stock were issued and outstanding: Classification Warrants Exercise Price Equity 1,038,678 $4.21 - $5.61 Liability 17,433,334 $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 the achievement of specified milestones. As of March 31, 2023, these agreements provide for the issuance of up to 6,173,886 shares of common stock and 8,981,569 warrants to purchase shares of common stock. With respect to these arrangements, there were 194,133 warrants earned but not issued as of March 31, 2023. Share-based Payments Stock option and restricted stock unit activity, prices, and values during the three months ended March 31, 2023 are as follows (in thousands, except share and per share amounts): Options Outstanding Restricted Stock Units Number of Options Weighted- Weighted Aggregate Number of Plan shares outstanding Weighted-Average Grant Date Fair Value per share Outstanding as of December 31, 2022 103,557,247 $ 2.88 6.88 $ 25,753 16,050,794 $ 3.21 Granted — — 19,908,189 $ 2.17 Exercised/Released (281,042) $ 1.00 $ 118 (1,759,615) $ 3.63 Cancelled/Forfeited (92,467) $ 5.57 (289,130) $ 3.38 Outstanding as of March 31, 2023 103,183,738 $ 2.93 6.64 $ 12,515 33,910,238 $ 2.54 Vested and/or exercisable as of March 31, 2023 75,847,935 $ 2.01 6.28 $ 10,947 — $ — Vested and/or exercisable as of December 31, 2022 75,439,358 $ 1.96 6.50 $ 22,030 — $ — Vested but unissued restricted stock units as of March 31, 2023 and December 31, 2022 were immaterial. Share-based compensation expense for employee and nonemployee options and restricted stock units included in the Consolidated Statements of Operations and Comprehensive Loss is as follows for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 Cost of revenues $ 111 $ 118 Sales and marketing 828 1,544 Product and technology 1,068 1,027 General and administrative 7,962 30,421 Total share-based compensation expense $ 9,969 $ 33,110 Additionally, share-based compensation costs reflected within additional paid-in capital in the Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the three |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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. 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 | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions 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 March 31, 2023 and December 31, 2022, $1.1 million and $1.4 million, respectively, in receivables were outstanding with Sul América. Revenues recognized for the three month period ended March 31, 2023 and 2022 from Sul América totaled $1.3 million and $2.6 million, respectively. The Series A Preferred Stock is held by a customer that as of March 31, 2023 also had an employee serving on the Company’s Board of Directors. As of March 31, 2023 and December 31, 2022, $7.4 million and $3.1 million, respectively, in receivables were outstanding from this related party. Additionally, as of March 31, 2023 and December 31, 2022, current assets included $3.6 million and $4.8 million, respectively, associated with this related party related to the amount recorded in excess of cash received which represents a non-cash payment for up front research and development costs related to the issuance of the Series A Preferred Stock. The Company also paid $0 and $0.5 million related to administration fees and stop-loss coverage for employee health insurance for the three months ended March 31, 2023 and 2022, respectively. Revenues recognized for this customer for the three months ended March 31, 2023 and 2022 totaled $6.2 million and $4.9 million, respectively. Additionally, during the third quarter of 2022, we entered into a revenue contract with the Series A Preferred Stockholder to provide patient advocacy services. Separate from the above disclosed amounts for this related party, revenues recognized related to these distinct services for the three months ended March 31, 2023, totaled $10.6 million. As of March 31, 2023, there were $14.3 million in receivables, $22.2 million in accrued expenses, $1.7 million of current contract assets, and $5.4 million in long-term contract assets recorded in connection with these distinct agreements. The contract assets are being amortized as a reduction of revenue over the contract term. Revenue for the three months ended March 31, 2023, included $0.4 million of amortization of such contract assets. Additionally, the Company acquired certain intellectual property which was determined to be distinct and recorded an intangible asset of $8.5 million, which is being amortized over its estimated useful life. The Company also entered into separate agreements during the third quarter of 2022 for the purchase of distinct goods and services from that customer for amounts totaling $10.9 million which are recorded in cost of sales for the three months ended March 31, 2023. Amounts paid under the agreements that were not determined to be distinct were recorded as a reduction of revenues as described above. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share 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 March 31, March 31, Numerator Net loss $ (35,005) $ (38,299) Less: Net loss attributable to noncontrolling interests in subsidiaries 346 98 Net loss available to common stockholders $ (34,659) $ (38,201) Denominator Weighted-average common shares outstanding, basic and diluted 352,923,217 344,891,335 Net loss per share attributable to common stockholders, basic and diluted $ (0.10) $ (0.11) The Company’s potential dilutive securities, which include stock options and restricted stock units, redeemable convertible preferred stock, and contingently issuable shares, have been excluded from the computation of diluted net loss per share for the three months ended March 31, 2023 and 2022, as they are anti-dilutive and 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 shares equivalents presented based on amounts outstanding at each period end, 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 March 31, March 31, Stock options and restricted stock units 30,951,366 44,970,833 Redeemable convertible preferred stock 5,000,000 5,000,000 Contingently issuable shares — 422,229 Total 35,951,366 50,393,062 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company considers events or transactions that occur after the balance sheet date, but before the 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, May 10, 2023, the date on which the consolidated financial statements were available to be issued, noting no such material events. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Unaudited Interim Financial Information | Basis of Presentation and Consolidation PolicyThe Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“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”). Unaudited Interim Financial Information The accompanying interim Consolidated Balance Sheets as of March 31, 2023 and the Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), and Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 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 March 31, 2023 and the Company’s consolidated results of operations and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 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, 2022. |
Consolidation Policy | The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries. 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. |
Use of Estimates | Use of Estimates The preparation of these unaudited interim consolidated financial statements in conformity with 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 include revenue recognition 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. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash deposits are held with well-known financial institutions and may exceed federally insured limits. The Company grants credit to its customers during the normal course of business and generally requires no collateral from its customers. |
Fair Value Measurements | Fair Value Measurements The carrying value of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires management to maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities • Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities • Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability Assets and Liabilities that are Measured at Fair Value on a Non-recurring Basis Assets and liabilities that may be measured at fair value on a non-recurring basis relate primarily to the Company’s tangible fixed assets and other intangible assets. For these assets, the Company does not periodically adjust the carrying value to fair value except in the event of an impairment. When the Company determines that an impairment has occurred, the carrying value of the asset is reduced to its fair value and an impairment charge is recorded within operating income in the Consolidated Statements of Operations and Comprehensive Loss. Further, in connection with business combinations and asset acquisitions, the values of certain assets acquired have been recorded at fair value using Level 3 inputs. The fair values of definite-lived intangible assets acquired in these acquisitions were estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that an asset is expected to generate in the future. The Company develops internal estimates for the expected cash flows from acquired assets and estimates of discount rates used in the present value calculations. In certain instances, the Company also estimates fair value based on market multiples of comparable companies, when using the market approach. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable, net, consists of trade accounts receivable which are due under normal trade terms requiring payment typically within 45 days from the invoice date. The allowance for doubtful accounts is based on management's |
Contract Liabilities | Contract LiabilitiesIn connection with certain acquisitions, the Company has recognized current and noncurrent contract liabilities, representing off-market values associated with certain wellness program royalty agreements (amortization will continue through 2023). Amortization of these contract liabilities was $0.5 million for three months ended March 31, 2023, all of which was included within cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. Amortization of these contract liabilities was $1.1 million for three months ended March 31, 2022, of which $0.4 million was included within cost of revenues and $0.7 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Company has recognized certain contract liabilities due to a related party in the amount of $17.1 million, related to service agreements, which is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets. |
Deferred Revenue and Revenue Recognition | 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 the collection of fees covering the entire contractual service period, which is generally six 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 a variable consideration amount 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 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 it is not probable that the Company will meet the relevant performance target(s). As of March 31, 2023 and December 31, 2022, such fees included within deferred revenue were $5.2 million and $4.4 million, respectively. In the event that performance measures 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 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 March 31, 2023, 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 $101.5 million. As of March 31, 2023, the Company expects to recognize revenue on approximately 72% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards 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. Credit Losses. 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”), which is intended to improve the timing of recognition, 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 (accumulated deficit) in the period of adoption, to the extent applicable. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within the fiscal year. The Company adopted ASU 2016-13 on January 1, 2023, and the adoption did not have a material impact on the Company’s unaudited interim consolidated financial statements with the primary impact being the increase in allowance for doubtful accounts related to our trade accounts receivable. The adoption adjustment was recorded to accumulated deficit, as shown in the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit). |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The changes in the allowance for doubtful accounts are as follows (in thousands): Three Months Ended 2023 2022 Allowance for doubtful accounts – beginning balance $ 7,197 $ 6,212 Provision for doubtful accounts 1,869 650 Amounts written off and other adjustments (640) (122) Allowance for doubtful accounts – ending balance $ 8,426 $ 6,740 |
Schedule of Revenues Disaggregated by Revenue Source | The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended 2023 2022 Enterprise $ 70,193 $ 59,771 Provider 28,974 24,717 Life Sciences 17,128 16,222 Total Revenue $ 116,295 $ 100,710 |
Schedule of Other Income | For the three months ended March 31, 2023 and 2022, other income consisted of the following (in thousands): Three Months Ended 2023 2022 Re-measurement of contingent consideration $ 138 $ 6,777 Re-measurement of warrant liabilities — 5,591 Other 291 477 Total other income $ 429 $ 12,845 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents Money market funds $ 141,709 $ — $ — $ 141,709 Total cash equivalents at fair value $ 141,709 $ — $ — $ 141,709 Liabilities Warrant liabilities $ 2,441 $ — $ — $ 2,441 Contingent consideration – other liabilities — — 1,741 1,741 Total liabilities at fair value $ 2,441 $ — $ 1,741 $ 4,182 |
Schedule of Changes to the Warrant Liability and Contingent Consideration | The following is a schedule of changes to the contingent consideration — other liabilities classified as Level 3 for the periods presented (in thousands): December 31, 2022 $ 1,879 Re-measurement of contingent consideration (138) March 31, 2023 $ 1,741 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accrued Expense and Other Current Liabilities | As of March 31, 2023 and December 31, 2022, accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, Accrued expenses $ 19,426 $ 18,526 Accrued compensation 15,079 23,762 Accrued media costs 2,775 4,515 Accrued taxes 1,458 1,602 Operating lease liabilities, current 2,043 2,941 Contract liabilities due to a related party, current 17,068 10,000 Accrued expenses due to a related party 5,086 18,011 Accrued other 2,675 2,270 Total accrued expenses and other current liabilities $ 65,610 $ 81,627 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets and the related accumulated amortization for each class of intangible assets as of March 31, 2023 were as follows (in thousands): March 31, 2023 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 66,688 $ (22,875) $ 43,813 7.5 Trade name 3,549 (1,645) 1,904 4.3 Customer relationships 77,849 (35,070) 42,779 8.9 Internal-use software 161,414 (101,752) 59,662 2.0 Total definite-lived, intangible assets $ 309,500 $ (161,342) $ 148,158 Intangible assets not subject to amortization Internal-use software projects in process $ 4,229 $ — $ 4,229 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization 9,259 — 9,259 Total intangible assets $ 318,759 $ (161,342) $ 157,417 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets and the related accumulated amortization for each class of intangible assets as of March 31, 2023 were as follows (in thousands): March 31, 2023 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 66,688 $ (22,875) $ 43,813 7.5 Trade name 3,549 (1,645) 1,904 4.3 Customer relationships 77,849 (35,070) 42,779 8.9 Internal-use software 161,414 (101,752) 59,662 2.0 Total definite-lived, intangible assets $ 309,500 $ (161,342) $ 148,158 Intangible assets not subject to amortization Internal-use software projects in process $ 4,229 $ — $ 4,229 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization 9,259 — 9,259 Total intangible assets $ 318,759 $ (161,342) $ 157,417 |
Schedule of Carrying Amount of Goodwill | The following tables set forth the changes in the carrying amount of the Company’s goodwill for the period presented (in thousands): December 31, 2022 $ 191,817 Foreign currency translation adjustment 100 March 31, 2023 $ 191,917 |
Schedule of Estimated Future Amortization Expense for Intangible Assets | The following is a schedule of estimated future amortization expense for intangible assets as of March 31, 2023 (in thousands): Year ending December 31: Remainder of 2023 $ 35,518 2024 38,207 2025 23,012 2026 13,349 2027 10,389 Thereafter 27,683 Total $ 148,158 |
Common Stock and Stockholders_2
Common Stock and Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Warrants Issued and Outstanding | As of March 31, 2023, the following warrants to purchase common stock were issued and outstanding: Classification Warrants Exercise Price Equity 1,038,678 $4.21 - $5.61 Liability 17,433,334 $11.50 |
Schedule of Stock Option Activity | Stock option and restricted stock unit activity, prices, and values during the three months ended March 31, 2023 are as follows (in thousands, except share and per share amounts): Options Outstanding Restricted Stock Units Number of Options Weighted- Weighted Aggregate Number of Plan shares outstanding Weighted-Average Grant Date Fair Value per share Outstanding as of December 31, 2022 103,557,247 $ 2.88 6.88 $ 25,753 16,050,794 $ 3.21 Granted — — 19,908,189 $ 2.17 Exercised/Released (281,042) $ 1.00 $ 118 (1,759,615) $ 3.63 Cancelled/Forfeited (92,467) $ 5.57 (289,130) $ 3.38 Outstanding as of March 31, 2023 103,183,738 $ 2.93 6.64 $ 12,515 33,910,238 $ 2.54 Vested and/or exercisable as of March 31, 2023 75,847,935 $ 2.01 6.28 $ 10,947 — $ — Vested and/or exercisable as of December 31, 2022 75,439,358 $ 1.96 6.50 $ 22,030 — $ — |
Schedule of Restricted Stock Unit Activity | Stock option and restricted stock unit activity, prices, and values during the three months ended March 31, 2023 are as follows (in thousands, except share and per share amounts): Options Outstanding Restricted Stock Units Number of Options Weighted- Weighted Aggregate Number of Plan shares outstanding Weighted-Average Grant Date Fair Value per share Outstanding as of December 31, 2022 103,557,247 $ 2.88 6.88 $ 25,753 16,050,794 $ 3.21 Granted — — 19,908,189 $ 2.17 Exercised/Released (281,042) $ 1.00 $ 118 (1,759,615) $ 3.63 Cancelled/Forfeited (92,467) $ 5.57 (289,130) $ 3.38 Outstanding as of March 31, 2023 103,183,738 $ 2.93 6.64 $ 12,515 33,910,238 $ 2.54 Vested and/or exercisable as of March 31, 2023 75,847,935 $ 2.01 6.28 $ 10,947 — $ — Vested and/or exercisable as of December 31, 2022 75,439,358 $ 1.96 6.50 $ 22,030 — $ — |
Schedule of Share-Based Compensation Expense for Employee and Nonemployee Options | Share-based compensation expense for employee and nonemployee options and restricted stock units included in the Consolidated Statements of Operations and Comprehensive Loss is as follows for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 Cost of revenues $ 111 $ 118 Sales and marketing 828 1,544 Product and technology 1,068 1,027 General and administrative 7,962 30,421 Total share-based compensation expense $ 9,969 $ 33,110 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, March 31, Numerator Net loss $ (35,005) $ (38,299) Less: Net loss attributable to noncontrolling interests in subsidiaries 346 98 Net loss available to common stockholders $ (34,659) $ (38,201) Denominator Weighted-average common shares outstanding, basic and diluted 352,923,217 344,891,335 Net loss per share attributable to common stockholders, basic and diluted $ (0.10) $ (0.11) |
Schedule of Potential Common Shares Equivalents Excluded from Computation of Diluted Net Loss Per Share | The Company excluded the following potential common shares equivalents presented based on amounts outstanding at each period end, 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 March 31, March 31, Stock options and restricted stock units 30,951,366 44,970,833 Redeemable convertible preferred stock 5,000,000 5,000,000 Contingently issuable shares — 422,229 Total 35,951,366 50,393,062 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Provision for doubtful accounts | $ 1,869 | $ 650 |
ASU 2016-13 | ||
Disaggregation of Revenue [Line Items] | ||
Provision for doubtful accounts | $ 1,100 |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Allowance for Doubtful Accounts | ||
Allowance for doubtful accounts – beginning balance | $ 7,197 | $ 6,212 |
Provision for doubtful accounts | 1,869 | 650 |
Amounts written off and other adjustments | (640) | (122) |
Allowance for doubtful accounts – ending balance | $ 8,426 | $ 6,740 |
Nature of Business and Signif_6
Nature of Business and Significant Accounting Policies - Contract Liabilities and Deferred Revenue (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Amortization of contract liabilities | $ 451 | $ 1,095 | |
Contract liabilities | 17,100 | ||
Deferred revenue | 9,735 | $ 9,032 | |
Revenue recognized that was previously in deferred revenue | $ 6,100 | ||
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Contractual service period (in months) | 6 months | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Contractual service period (in months) | 12 months | ||
Cost of revenues | |||
Disaggregation of Revenue [Line Items] | |||
Amortization of contract liabilities | 400 | ||
General and administrative | |||
Disaggregation of Revenue [Line Items] | |||
Amortization of contract liabilities | $ 700 |
Nature of Business and Signif_7
Nature of Business and Significant Accounting Policies - Performance-Based Revenue (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Performance-based fees not recognized as revenue | $ 5.2 | $ 4.4 | |
Performance-based revenue recognized | 1.2 | $ 1.9 | |
Performance-based revenue recognized but not yet settled with customers | 6.5 | $ 4.6 | |
Revenue recognized related to services provided in prior period | $ 0.1 | ||
Enterprise | |||
Disaggregation of Revenue [Line Items] | |||
Measurement period | 1 year | ||
Enterprise | Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Settlement process term | 6 months | ||
Enterprise | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Settlement process term | 8 months |
Nature of Business and Signif_8
Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Narrative) (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Accounting Policies [Abstract] | |
Remaining performance obligations | $ 101.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations percentage to be recognized | 72% |
Unsatisfied performance obligations expected recognition period | 24 months |
Nature of Business and Signif_9
Nature of Business and Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 116,295 | $ 100,710 |
Enterprise | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 70,193 | 59,771 |
Provider | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 28,974 | 24,717 |
Life Sciences | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 17,128 | $ 16,222 |
Nature of Business and Signi_10
Nature of Business and Significant Accounting Policies - Schedule of Other Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Re-measurement of contingent consideration | $ 138 | $ 6,777 |
Re-measurement of warrant liabilities | 0 | 5,591 |
Other | 291 | 477 |
Total other income | $ 429 | $ 12,845 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value (Details) - Recurring $ in Thousands | Mar. 31, 2023 USD ($) |
Cash equivalents | |
Total cash equivalents at fair value | $ 141,709 |
Liabilities | |
Warrant liabilities | 2,441 |
Contingent consideration – other liabilities | 1,741 |
Total liabilities at fair value | 4,182 |
Money market funds | |
Cash equivalents | |
Total cash equivalents at fair value | 141,709 |
Level 1 | |
Cash equivalents | |
Total cash equivalents at fair value | 141,709 |
Liabilities | |
Warrant liabilities | 2,441 |
Contingent consideration – other liabilities | 0 |
Total liabilities at fair value | 2,441 |
Level 1 | Money market funds | |
Cash equivalents | |
Total cash equivalents at fair value | 141,709 |
Level 2 | |
Cash equivalents | |
Total cash equivalents at fair value | 0 |
Liabilities | |
Warrant liabilities | 0 |
Contingent consideration – other liabilities | 0 |
Total liabilities at fair value | 0 |
Level 2 | Money market funds | |
Cash equivalents | |
Total cash equivalents at fair value | 0 |
Level 3 | |
Cash equivalents | |
Total cash equivalents at fair value | 0 |
Liabilities | |
Warrant liabilities | 0 |
Contingent consideration – other liabilities | 1,741 |
Total liabilities at fair value | 1,741 |
Level 3 | Money market funds | |
Cash equivalents | |
Total cash equivalents at fair value | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Warrants | Mar. 31, 2023 $ / shares shares |
Class of Warrant or Right [Line Items] | |
Number of securities called by each warrant (in shares) | shares | 1 |
Exercise price per share (in USD per share) | $ / shares | $ 11.50 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes to the Warrant Liability and Contingent Consideration (Details) - Contingent Consideration $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Changes in liability | |
Beginning balance | $ 1,879 |
Re-measurement of contingent consideration | (138) |
Ending balance | $ 1,741 |
Balance Sheet Components (Detai
Balance Sheet Components (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities | ||
Accrued expenses | $ 19,426 | $ 18,526 |
Accrued compensation | 15,079 | 23,762 |
Accrued media costs | 2,775 | 4,515 |
Accrued taxes | 1,458 | 1,602 |
Operating lease liabilities, current | 2,043 | 2,941 |
Contract liabilities due to a related party, current | 17,068 | 10,000 |
Accrued expenses due to a related party | 5,086 | 18,011 |
Accrued other | 2,675 | 2,270 |
Total accrued expenses and other current liabilities | $ 65,610 | $ 81,627 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Definite-lived, intangible assets | ||
Cost | $ 309,500 | |
Accumulated Amortization | (161,342) | |
Net | 148,158 | |
Intangible assets not subject to amortization | ||
Intangible assets not subject to amortization | 9,259 | |
Total intangible assets | ||
Total intangible assets, cost | 318,759 | |
Total intangible assets, accumulated amortization | (161,342) | |
Total intangible assets, net | 157,417 | $ 163,114 |
Internal-use software projects in process | ||
Intangible assets not subject to amortization | ||
Intangible assets not subject to amortization | 4,229 | |
Indefinite-lived, trade names | ||
Intangible assets not subject to amortization | ||
Intangible assets not subject to amortization | 5,030 | |
Technology – features/content | ||
Definite-lived, intangible assets | ||
Cost | 66,688 | |
Accumulated Amortization | (22,875) | |
Net | $ 43,813 | |
Weighted Average Remaining Life | 7 years 6 months | |
Total intangible assets | ||
Total intangible assets, accumulated amortization | $ (22,875) | |
Indefinite-lived, trade names | ||
Definite-lived, intangible assets | ||
Cost | 3,549 | |
Accumulated Amortization | (1,645) | |
Net | $ 1,904 | |
Weighted Average Remaining Life | 4 years 3 months 18 days | |
Total intangible assets | ||
Total intangible assets, accumulated amortization | $ (1,645) | |
Customer relationships | ||
Definite-lived, intangible assets | ||
Cost | 77,849 | |
Accumulated Amortization | (35,070) | |
Net | $ 42,779 | |
Weighted Average Remaining Life | 8 years 10 months 24 days | |
Total intangible assets | ||
Total intangible assets, accumulated amortization | $ (35,070) | |
Internal-use software | ||
Definite-lived, intangible assets | ||
Cost | 161,414 | |
Accumulated Amortization | (101,752) | |
Net | $ 59,662 | |
Weighted Average Remaining Life | 2 years | |
Total intangible assets | ||
Total intangible assets, accumulated amortization | $ (101,752) |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 191,817 |
Foreign currency translation adjustment | 100 |
Ending balance | $ 191,917 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense for intangible assets | $ 14 | $ 9.2 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Estimated future amortization expense: | |
Remainder of 2023 | $ 35,518 |
2024 | 38,207 |
2025 | 23,012 |
2026 | 13,349 |
2027 | 10,389 |
Thereafter | 27,683 |
Net | $ 148,158 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (less than in 2023) | $ 31 | $ 92 |
Common Stock and Stockholders_3
Common Stock and Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class of Stock [Line Items] | ||
Compensation costs related to share-based payment awards reflected within additional paid-in capital related to capitalizable internally developed software activities | $ 0.4 | $ 0.6 |
Liability Warrants | ||
Class of Stock [Line Items] | ||
Warrants expiration period (in years) | 7 years | |
Equity Warrants | ||
Class of Stock [Line Items] | ||
Warrants expiration period (in years) | 7 years | |
Warrants vesting period (in years) | 3 years | |
Contractual and Earnout Arrangements | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 6,173,886 | |
Warrants reserved for future issuance (in shares) | 8,981,569 | |
Warrants earned but not issued (in shares) | 194,133 |
Common Stock and Stockholders_4
Common Stock and Stockholders' Equity - Schedule of Warrants Issued and Outstanding (Details) | Mar. 31, 2023 $ / shares shares |
Equity | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 1,038,678,000 |
Equity | Minimum | |
Class of Warrant or Right [Line Items] | |
Exercise price per share (in USD per share) | $ 4.21 |
Equity | Maximum | |
Class of Warrant or Right [Line Items] | |
Exercise price per share (in USD per share) | $ 5.61 |
Liability | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 17,433,334,000 |
Exercise price per share (in USD per share) | $ 11.50 |
Common Stock and Stockholders_5
Common Stock and Stockholders' Equity - Schedule of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Options Outstanding - Number of Options | ||
Outstanding, beginning (in shares) | 103,557,247 | |
Granted (in shares) | 0 | |
Exercised/released (in shares) | (281,042) | |
Cancelled/forfeited (in shares) | (92,467) | |
Outstanding, ending (in shares) | 103,183,738 | 103,557,247 |
Vested and exercisable (in shares) | 75,847,935 | 75,439,358 |
Options Outstanding - Weighted Average Exercise Price | ||
Outstanding, beginning (in USD per share) | $ 2.88 | |
Granted (in USD per share) | 0 | |
Exercised/released (in USD per share) | 1 | |
Cancelled/forfeited (in USD per share) | 5.57 | |
Outstanding, ending (in USD per share) | 2.93 | $ 2.88 |
Vested and exercisable (in USD per share) | $ 2.01 | $ 1.96 |
Weighted Average Remaining Contractual Term (Years) | ||
Outstanding, weighted average remaining contractual term | 6 years 7 months 20 days | 6 years 10 months 17 days |
Vested and exercisable, weighted average remaining contractual term | 6 years 3 months 10 days | 6 years 6 months |
Outstanding, aggregate intrinsic value | $ 12,515 | $ 25,753 |
Exercised, aggregate intrinsic value | 118 | |
Vested and exercisable, aggregate intrinsic value | $ 10,947 | $ 22,030 |
Common Stock and Stockholders_6
Common Stock and Stockholders' Equity - Schedule of Restricted Stock Units (Details) - Restricted Stock Units - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock Units - Number of Plan shares outstanding | ||
Outstanding, beginning (in shares) | 16,050,794 | |
Granted (in shares) | 19,908,189 | |
Exercised/released (in shares) | (1,759,615) | |
Cancelled/forfeited (in shares) | (289,130) | |
Outstanding, ending (in shares) | 33,910,238 | |
Vested and exercisable (in shares) | 0 | 0 |
Restricted Stock Units - Weighted-Average Grant Date Fair Value per share | ||
Outstanding, beginning (in USD per share) | $ 3.21 | |
Granted (in USD per share) | 2.17 | |
Exercised/released (in USD per share) | 3.63 | |
Cancelled/forfeited (in USD per share) | 3.38 | |
Outstanding, ending (in USD per share) | 2.54 | |
Vested and exercisable (in USD per share) | $ 0 | $ 0 |
Common Stock and Stockholders_7
Common Stock and Stockholders' Equity - Schedule of Share-Based Compensation Expense for Employee and Nonemployee Options (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 9,969 | $ 33,110 |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 111 | 118 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 828 | 1,544 |
Product and technology | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 1,068 | 1,027 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 7,962 | $ 30,421 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 18,790 | $ 7,568 | |
Sul América | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties | 1,100 | $ 1,400 | |
Revenue from related parties | 1,300 | 2,600 | |
Board of Directors Related Customer | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties | 7,400 | 3,100 | |
Revenue from related parties | 6,200 | 4,900 | |
Short-term asset related to non-cash payment for upfront research and development costs | 3,600 | $ 4,800 | |
Board of Directors Related Customer | Administration Fees and Stop Loss Coverage | |||
Related Party Transaction [Line Items] | |||
Expenses, related party transactions | 0 | $ 500 | |
Series A Preferred Stock Holder | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties | 14,300 | ||
Revenue from related parties | 10,600 | ||
Due to related parties | 22,200 | ||
Current contract assets | 1,700 | ||
Long-term asset related to non-cash payment for upfront research and development costs | 5,400 | ||
Share-based compensation | 400 | ||
Intangible asset recognized | 8,500 | ||
Series A Preferred Stock Holder | Administration Fees and Stop Loss Coverage | |||
Related Party Transaction [Line Items] | |||
Expenses, related party transactions | 10,900 | ||
Director Affiliated Customer | |||
Related Party Transaction [Line Items] | |||
Accounts receivable, related parties | 700 | ||
Director | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 700 | ||
Sharecare Brasil Servicios de Consultoria, Ltda | Sul América | |||
Related Party Transaction [Line Items] | |||
Noncontrolling interest | 49% |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||
Net loss | $ (35,005) | $ (38,299) |
Net income (loss) attributable to noncontrolling interest in subsidiaries | 346 | 98 |
Net loss available to common stockholders, basic | (34,659) | (38,201) |
Net loss available to common stockholders, diluted | $ (34,659) | $ (38,201) |
Denominator | ||
Weighted-average common shares outstanding, basic (in shares) | 352,923,217 | 344,891,335 |
Weighted-average common shares outstanding, diluted (in shares) | 352,923,217 | 344,891,335 |
Net loss per share attributable to common stockholders, basic (in USD per share) | $ (0.10) | $ (0.11) |
Net loss per share attributable to common stockholders, diluted (in USD per share) | $ (0.10) | $ (0.11) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potential Common Shares Equivalents Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents (in shares) | 35,951,366 | 50,393,062 |
Stock options and restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents (in shares) | 30,951,366 | 44,970,833 |
Redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents (in shares) | 5,000,000 | 5,000,000 |
Contingently issuable shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential common stock equivalents (in shares) | 0 | 422,229 |