Sharecare (Nasdaq: SHCR), the digital health company that helps
people manage all their health in one place, today announced
financial results for the quarter ended September 30, 2023.
“I am pleased with our strong financial results
in the third quarter, including record adjusted EBITDA margins,
execution against our core KPIs, successful implementation of our
comprehensive cost-savings program, and advancement toward cash
flow breakeven,” said Jeff Arnold, chairman and CEO of Sharecare.
“With continued investments in areas such as generative AI,
clinical advocacy, and tech-enabled home care, our comprehensive,
data-driven approach is yielding not only financial results but
also proven value for our customers and their members.”
Third Quarter
2023 Financial Results All
comparisons, unless otherwise noted, are to the three months ended
September 30, 2022.
- Net loss attributable to Sharecare
of $24.5 million compared to $27.4 million, a decrease of $2.9
million. Net loss attributable to Sharecare in the third quarter of
2023 included $13.2 million in non-cash stock compensation; $1.3
million in non-operating, non-recurring costs; $9.0 million of
reorganizational and severance costs; and $0.4 million of other
non-cash or non-operational income. Excluding these amounts, the
adjusted net loss was $1.4 million in the current quarter.
- Adjusted EBITDA of $9.6 million
compared to $5.2 million, an increase to adjusted EBITDA of $4.4
million.
- Revenue of $113.3 million compared
to $114.6 million, a decrease of $1.3 million, or 1%. Strong
performance across Sharecare’s channels, including record revenue
in Provider, was offset slightly by lower volumes in our nurse
staffing service.
- Net loss per share of $0.07
compared to $0.08, a decrease to net loss per share of $0.01.
- Adjusted net loss per share, which
excludes the impact of non-cash and non-operational amounts, was
$0.00 compared to $0.01, a decrease to adjusted net loss per share
of $0.01.
Financial Outlook
Fourth Quarter
2023 Financial GuidanceFor the
three months ending December 31, 2023, the Company expects:
- Revenue in the range of $111
million to $113 million
- Adjusted EBITDA in the range of
$9.5 million to $11.5 million
Fiscal 2023
Financial GuidanceFor the twelve months ending
December 31, 2023, the Company expects:
- Revenue in the range of $452.5
million to $460 million
- Adjusted EBITDA in the range of $21
million to $26 million
“Our adjusted EBITDA guidance for 2023 reflects
an update to conform to the SEC’s clarified guidance for non-GAAP
financial measures, which impacts our full year adjusted EBITDA by
approximately $4 million,” said Justin Ferrero, president and chief
financial officer of Sharecare. “It is important to highlight,
there are no new expenses and no impact on the balance sheet or
cash flow.”
Ferrero added, “Given our teams’ ability to prudently manage
costs and drive operational efficiencies throughout the business,
we expect to deliver on our $30 million annualized cost savings
initiative and are focused on closing the year strong, driving
momentum into 2024."
In a separate press release today, Sharecare
announced that healthcare industry veteran and board member Brent
Layton will succeed Arnold as CEO effective January 2, 2024, at
which time Arnold will transition to the role of executive
chairman.
Arnold added, “Looking ahead, I am excited for
Sharecare’s next chapter as we focus on accelerating growth and
capitalizing on untapped opportunities, in particular with
government-funded programs and value-based care contracts, while
delivering enhanced value for our users, customers, and
shareholders.”
Conference CallThe Company will
host a conference call to review the third quarter results today,
Thursday, November 9, 2023, at 8:00 a.m. EST. The call can be
accessed by dialing (833) 636-1352 for U.S. participants or (412)
902-4148 for international participants, and referencing the
Sharecare earnings call; or via live audio webcast, available
online at https://investors.sharecare.com/. A webcast replay of the
call will be available for on-demand listening at the same link and
will remain available for approximately 90 days.
Non-GAAP Financial Measures
In addition to our financial results determined
in accordance with U.S. GAAP, we believe the non-GAAP measures
adjusted EBITDA, adjusted net loss, and adjusted loss per share are
useful in evaluating our operating performance. We use adjusted
EBITDA, adjusted net loss, and adjusted loss per share to evaluate
our ongoing operations and for internal planning and forecasting
purposes. We believe that these non-GAAP financial measures, when
taken together with the corresponding GAAP financial measures,
provide meaningful supplemental information regarding our
performance by excluding certain items that may not be indicative
of our business, results of operations, or outlook. In particular,
we believe that the use of these non-GAAP measures is helpful to
our investors as these metrics are used by management in assessing
the health of our business and our operating performance. However,
non-GAAP financial information is presented for supplemental
informational purposes only, has limitations as an analytical tool,
and should not be considered in isolation or as a substitute for
financial information presented in accordance with GAAP. In
addition, other companies, including companies in our industry, may
calculate similarly-titled non-GAAP measures differently or may use
other measures to evaluate their performance, all of which could
reduce the usefulness of our non-GAAP financial measures.
The calculations and reconciliations of historic
adjusted EBITDA, adjusted net loss, and adjusted loss per share to
net loss, the most directly comparable financial measure stated in
accordance with GAAP, are provided below and in the accompanying
financial tables. Investors are encouraged to review the
reconciliations and not to rely on any single financial measure to
evaluate our business.
We have not reconciled adjusted EBITDA guidance
to net loss because we do not provide guidance for net loss or for
items that we do not consider indicative of our ongoing
performance, including, but not limited to, the impact of
significant non-recurring items, as certain of these items are out
of our control and/or cannot be reasonably predicted. Accordingly,
reconciliations of adjusted EBITDA guidance to the corresponding
U.S. GAAP measures are not available without unreasonable
effort.
Adjusted EBITDAWe calculate
adjusted EBITDA as net loss adjusted to exclude
(i) depreciation and amortization, (ii) interest income,
(iii) interest expense, (iv) income tax (benefit) expense, (v)
other (income) expense (non-operating), (vi)
share-based compensation, (vii) warrants issued with revenue
contracts, (viii) amortization of non-cash payment for research and
development, (ix) non-operating, non-recurring costs, (x)
reorganizational and severance costs, and (xi) acquisition-related
costs. We do not view the items excluded as representative of
normal, recurring, cash operating expenses necessary to operate the
Company’s lines of business and services.
Non-operating, non-recurring costs for the three
months ended September 30, 2023 primarily include costs related to
legal matters. Non-operating, non-recurring costs for the nine
months ended September 30, 2023 include costs of our ERP system
implementation, costs of contractual obligations associated with a
financially distressed vendor, and costs related to legal matters.
The ERP and legal matter costs are recorded in general and
administrative operating expense and the financially distressed
vendor costs are recorded in cost of revenue in the Consolidated
Statement of Operations and Comprehensive Loss for each respective
period presented.
Legal matter costs include attorney fees
associated with a dispute that arose from a prior acquisition and
attorney fees associated with the submission of an unsolicited
acquisition offer. These matters have unique facts and circumstance
that are not directly related to our operations. We do not consider
these costs to be normal, recurring, cash operating expenses
necessary to operate our business.
The ERP implementation is viewed as a
transformational undertaking due to the extensive scope and
inherent change management involved to transition to a new
single-solution ERP system from the disparate legacy systems. These
costs consist of internal and third-party costs of the ERP
implementation and do not include capitalized costs, depreciation
and/or amortization, or costs to support or maintain software
applications or systems once they are in productive use. We will
not continue to incur such costs once the ERP system is fully
implemented as planned in 2023, and such costs are not expected to
recur in the foreseeable future. We do not consider these costs to
be normal, recurring, cash operating expenses necessary to operate
our business.
Financially distressed vendor costs include
financial support from us to a vendor in response to the vendor’s
financial difficulties, which absent such support would have
resulted in an interruption of our service to our customers.
Because we are committed to providing uninterrupted service to our
customers, and to minimizing the risk of such a disruption, we made
additional, advance payments to the vendor beyond those that were
due to the vendor in association with services procured from the
vendor. We ceased procuring services from the vendor in Q2 2023 and
subsequent to that period no further amounts were paid. Because the
costs of the additional payments made to the vendor were
incremental to the costs incurred by us to deliver service to our
customers, we do not consider them to be normal, recurring, cash
operating expenses necessary to operate our business.
Reorganizational and severance costs are a
component of our Globalization Efforts and Cost Savings as
described in Key Factors and Trends Affecting our Operating
Performance. These costs are due to efforts to globalize and
centralize our workforce that will be implemented throughout 2023.
We have never had a global shared service center and view this
undertaking as outside the scope of normal operations. Costs
include salary, benefits, equity and bonus compensation, and other
employee costs for those who were identified to be terminated.
These costs were recorded in sales and marketing, product and
technology, and general and administrative operating expenses in
the Consolidated Statement of Operations and Comprehensive Loss for
the periods presented, based on the employee’s respective job
function. Because these costs are part of a specific and
unprecedented initiative, we do not consider these expenses to be
normal, recurring, cash operating expenses necessary to operate our
business.
Certain prior period adjusted EBITDA add-back
amounts have been reclassified to new add-back line items in order
to conform to the current period presentation and to more
accurately describe the nature of the amounts year-over-year. These
reclassifications had no effect on the previously reported adjusted
EBITDA totals.
In conformance with the SEC’s clarified guidance around – and
recent focus on – non-GAAP financial measures, our adjusted EBITDA
now includes costs related to an exited contract, abandoned leases,
and certain staff reorganization expenses, all of which were
previously disclosed but excluded from our historical adjusted
EBITDA calculations and guidance. Further details can be found
below in footnote (d) in the reconciliation table for adjusted
EBITDA.
Adjusted Net LossWe calculate
adjusted net loss as net loss attributable to Sharecare, Inc.
adjusted to exclude (i) amortization of acquired intangibles, (ii)
amortization of deferred financing fees, (iii) change in fair value
of warrant liability and contingent consideration, (iv) share-based
compensation, (v) warrants issued with revenue contracts, (vi)
amortization of non-cash payment for research and development,
(vii) non-operating, non-recurring costs, (viii) reorganizational
and severance costs, and (ix) acquisition-related costs. We do not
view the items excluded as representative of normal, recurring,
cash operating expenses necessary to operate the Company’s lines of
business and services.
Adjusted Loss Per ShareWe
calculate adjusted lost per share as adjusted net loss, as defined
above, divided by the number of weighted average common shares
outstanding - basic and diluted.
About Sharecare
Sharecare is the leading digital health company that helps people –
no matter where they are in their health journey – unify and manage
all their health in one place. Our comprehensive and data-driven
virtual health platform is designed to help people, providers,
employers, health plans, government organizations, and communities
optimize individual and population-wide well-being by driving
positive behavior change. Driven by our philosophy that we are all
together better, at Sharecare, we are committed to supporting each
individual through the lens of their personal health and making
high-quality care more accessible and affordable for everyone. To
learn more, visit www.sharecare.com.
Important Notice Regarding
Forward-Looking StatementsThis press release contains
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995 that are based on beliefs
and assumptions and on information currently available. In some
cases, you can identify forward-looking statements by the following
words: “outlook,” “target,” “reflect,” “on track,” “foresees,”
“future,” “may,” “deliver,” “will,” “shall,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing” or the negative of these terms, other comparable
terminology (although not all forward-looking statements contain
these words), or by discussions of strategy, plans, or intentions.
These statements involve risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or
achievements to be materially different from the information
expressed or implied by these forward-looking statements. Although
we believe that we have a reasonable basis for each forward-looking
statement contained in this press release, we caution you that
these statements are based on a combination of facts and factors
currently known by us and our projections of the future, about
which we cannot be certain.
Forward-looking statements in this press release
include, but are not limited to, statements regarding our long-term
strategy and positioning, growth, globalization and other strategic
cost optimization initiatives and the corresponding benefits,
including long-term growth, margin improvement and cash flow
improvements, and partnerships or other relationships with third
parties or customers, in each case on our future growth objectives
and statements regarding our future results and outlook, including
those under the caption “Financial Outlook.”
We cannot assure you that the forward-looking
statements in this press release will prove to be accurate. These
forward-looking statements are subject to a number of significant
risks and uncertainties that could cause actual results to differ
materially from expected results. For example, the Company’s
Financial Outlook assumes business currently under contract and
satisfaction by our customers of their contractual obligations
under those agreements, which is not within the Company’s control.
If a customer fails to satisfy its contractual obligations, actual
revenue and Adjusted EBITDA could be negatively impacted.
Descriptions of some of the other factors that could cause actual
results to differ materially from these forward-looking statements
are discussed in more detail in our filings with the U.S.
Securities and Exchange Commission (the "SEC"), including the Risk
Factors section of the Company's Annual Report on Form 10-K filed
with the SEC on March 30, 2023. Furthermore, if the forward-looking
statements prove to be inaccurate, the inaccuracy may be material.
In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a
representation or warranty by us or any other person that we will
achieve our objectives and plans in any specified time frame, or at
all. The forward-looking statements in this press release represent
our views as of the date of this press release. We anticipate that
subsequent events and developments will cause our views to change.
However, while we may elect to update these forward-looking
statements at some point in the future, we have no current
intention of doing so except to the extent required by applicable
law. You should, therefore, not rely on these forward-looking
statements as representing our views as of any date subsequent to
the date of this press release.
Media Relations: pr@sharecare.com
Investor Relations: sharecare@teneo.com
SHARECARE, INC. |
CONSOLIDATED STATEMENTS OF OPERATIONS |
(Unaudited) |
(In thousands, except share and per share
amounts) |
|
|
Three Months EndedSeptember
30, |
|
Nine Months EndedSeptember
30, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Revenue (inclusive of $14,962
and $12,685 of related party revenue for the three months ended
September 30, 2023 and 2022, respectively, and $51,755 and $28,138
of related party revenue for the nine months ended September 30,
2023 and 2022, respectively) |
$ |
113,327 |
|
|
$ |
114,619 |
|
|
$ |
339,975 |
|
|
$ |
319,153 |
|
Costs and operating
expenses: |
|
|
|
|
|
|
|
Costs of revenue (exclusive of
depreciation and amortization; inclusive of $8,441 and $5,666 of
related party costs for three months ended September 30, 2023 and
2022, respectively, and $24,796 and $5,666 of related party costs
for the nine months ended September 30, 2023 and 2022,
respectively) |
|
64,367 |
|
|
|
60,322 |
|
|
|
195,207 |
|
|
|
165,052 |
|
Sales and marketing |
|
13,549 |
|
|
|
12,032 |
|
|
|
43,858 |
|
|
|
40,698 |
|
Product and technology |
|
15,269 |
|
|
|
17,136 |
|
|
|
53,112 |
|
|
|
54,237 |
|
General and
administrative |
|
35,251 |
|
|
|
38,552 |
|
|
|
104,741 |
|
|
|
138,041 |
|
Depreciation and
amortization |
|
14,613 |
|
|
|
12,053 |
|
|
|
43,578 |
|
|
|
32,831 |
|
Total costs and operating expenses |
|
143,049 |
|
|
|
140,095 |
|
|
|
440,496 |
|
|
|
430,859 |
|
Loss from operations |
|
(29,722 |
) |
|
|
(25,476 |
) |
|
|
(100,521 |
) |
|
|
(111,706 |
) |
Other income (expense): |
|
|
|
|
|
|
|
Interest income |
|
1,535 |
|
|
|
319 |
|
|
|
4,861 |
|
|
|
450 |
|
Interest expense |
|
(513 |
) |
|
|
(548 |
) |
|
|
(1,395 |
) |
|
|
(1,579 |
) |
Other income (expense) |
|
3,286 |
|
|
|
(2,382 |
) |
|
|
1,085 |
|
|
|
17,290 |
|
Total other income (expense) |
|
4,308 |
|
|
|
(2,611 |
) |
|
|
4,551 |
|
|
|
16,161 |
|
Loss before income tax benefit (expense) |
|
(25,414 |
) |
|
|
(28,087 |
) |
|
|
(95,970 |
) |
|
|
(95,545 |
) |
Income tax benefit
(expense) |
|
43 |
|
|
|
627 |
|
|
|
(53 |
) |
|
|
265 |
|
Net loss |
|
(25,371 |
) |
|
|
(27,460 |
) |
|
|
(96,023 |
) |
|
|
(95,280 |
) |
Net loss attributable to
noncontrolling interest in subsidiaries |
|
(920 |
) |
|
|
(103 |
) |
|
|
(1,770 |
) |
|
|
(697 |
) |
Net loss attributable to Sharecare, Inc. |
$ |
(24,451 |
) |
|
$ |
(27,357 |
) |
|
$ |
(94,253 |
) |
|
$ |
(94,583 |
) |
|
|
|
|
|
|
|
|
Net loss per share
attributable to common stockholders, basic and diluted |
$ |
(0.07 |
) |
|
$ |
(0.08 |
) |
|
$ |
(0.27 |
) |
|
$ |
(0.27 |
) |
Weighted-average common shares
outstanding, basic and diluted |
|
351,519,172 |
|
|
|
349,615,224 |
|
|
|
352,845,500 |
|
|
|
347,232,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHARECARE, INC. |
CONSOLIDATED BALANCE SHEETS |
(Unaudited) |
(In thousands, except share and per share
amounts) |
|
|
As of September 30,2023 |
|
As of December 31,2022 |
Assets |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ |
128,008 |
|
|
$ |
182,508 |
|
Accounts receivable, net (net of allowance for doubtful accounts of
$8,788 and $7,197, respectively) |
|
125,045 |
|
|
|
116,877 |
|
Other receivables |
|
1,915 |
|
|
|
4,114 |
|
Prepaid expenses |
|
8,604 |
|
|
|
12,612 |
|
Other current assets |
|
4,833 |
|
|
|
4,515 |
|
Total current assets |
|
268,405 |
|
|
|
320,626 |
|
Property and equipment, net |
|
3,911 |
|
|
|
5,082 |
|
Other long-term assets |
|
18,762 |
|
|
|
20,362 |
|
Intangible assets, net |
|
146,818 |
|
|
|
163,114 |
|
Goodwill |
|
191,703 |
|
|
|
191,817 |
|
Total assets |
$ |
629,599 |
|
|
$ |
701,001 |
|
Liabilities,
Redeemable Convertible Preferred Stock and Stockholders’
Equity |
|
|
|
Current liabilities: |
|
|
|
Accounts payable |
$ |
26,642 |
|
|
$ |
8,838 |
|
Accrued expenses and other current liabilities |
|
77,560 |
|
|
|
81,627 |
|
Deferred revenue |
|
6,029 |
|
|
|
9,032 |
|
Contract liabilities, current |
|
384 |
|
|
|
1,535 |
|
Total current liabilities |
|
110,615 |
|
|
|
101,032 |
|
Warrant liabilities |
|
523 |
|
|
|
2,441 |
|
Long-term debt |
|
450 |
|
|
|
— |
|
Other long-term liabilities |
|
8,209 |
|
|
|
16,723 |
|
Total liabilities |
|
119,797 |
|
|
|
120,196 |
|
Commitments and contingencies |
|
|
|
Series A convertible redeemable preferred shares, $0.0001 par
value; 5,000,000 shares authorized; 5,000,000 shares issued and
outstanding, aggregate liquidation preference of $50,000 as of
September 30, 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; 352,013,646 and 354,463,620 shares issued and
outstanding as of September 30, 2023 and December 31, 2022,
respectively |
|
35 |
|
|
|
35 |
|
Additional paid-in capital |
|
1,146,035 |
|
|
|
1,120,024 |
|
Accumulated other comprehensive loss |
|
(2,809 |
) |
|
|
(2,794 |
) |
Accumulated deficit |
|
(691,128 |
) |
|
|
(595,820 |
) |
Total Sharecare stockholders’ equity |
|
452,133 |
|
|
|
521,445 |
|
Noncontrolling interest in subsidiaries |
|
(536 |
) |
|
|
1,155 |
|
Total stockholders’ equity |
|
451,597 |
|
|
|
522,600 |
|
Total liabilities, redeemable convertible preferred stock and
stockholders’ equity |
$ |
629,599 |
|
|
$ |
701,001 |
|
|
|
|
|
|
|
|
|
SHARECARE, INC. |
RECONCILIATION OF GAAP NET LOSS TO ADJUSTED
EBITDA |
(Unaudited) |
(In thousands) |
|
|
Three Months EndedSeptember
30, |
|
Nine Months EndedSeptember
30, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Net loss |
$ |
(25,371 |
) |
|
$ |
(27,460 |
) |
|
$ |
(96,023 |
) |
|
$ |
(95,280 |
) |
Add: |
|
|
|
|
|
|
|
Depreciation and
amortization |
|
14,613 |
|
|
|
12,053 |
|
|
|
43,578 |
|
|
|
32,831 |
|
Interest income |
|
(1,535 |
) |
|
|
(319 |
) |
|
|
(4,861 |
) |
|
|
(450 |
) |
Interest expense |
|
513 |
|
|
|
548 |
|
|
|
1,395 |
|
|
|
1,579 |
|
Income tax (benefit)
expense |
|
(43 |
) |
|
|
(627 |
) |
|
|
53 |
|
|
|
(265 |
) |
Other (income) expense |
|
(3,286 |
) |
|
|
2,382 |
|
|
|
(1,085 |
) |
|
|
(17,290 |
) |
Share-based compensation |
|
13,206 |
|
|
|
10,331 |
|
|
|
35,322 |
|
|
|
61,619 |
|
Warrants issued with revenue
contracts |
|
10 |
|
|
|
14 |
|
|
|
38 |
|
|
|
48 |
|
Amortization of non-cash
payment for research and development |
|
1,190 |
|
|
|
423 |
|
|
|
3,571 |
|
|
|
1,269 |
|
Non-operating, non-recurring
costs(a) |
|
1,296 |
|
|
|
3,062 |
|
|
|
4,415 |
|
|
|
7,601 |
|
Reorganizational and severance
costs(b) |
|
9,010 |
|
|
|
3,265 |
|
|
|
26,265 |
|
|
|
6,868 |
|
Acquisition-related costs |
|
— |
|
|
|
1,520 |
|
|
|
825 |
|
|
|
4,744 |
|
Adjusted EBITDA(c)(d) |
$ |
9,603 |
|
|
$ |
5,192 |
|
|
$ |
13,493 |
|
|
$ |
3,274 |
|
|
(a) |
For the three months ended
September 30, 2023, primarily represents costs related to legal
matters of $0.8 million. For the nine months ended September 30,
2023, primarily represents costs related to the ERP implementation
of $1.0 million, contractual obligations of $0.7 million, and legal
matters of $0.9 million. |
|
(b) |
For the three months ended
September 30, 2023, primarily represents costs related to
globalizing the Company's workforce of $6.9 million and severance
of $2.1 million. For the nine months ended September 30, 2023,
primarily represents costs related to globalizing the Company's
workforce of $22.5 million and severance of $3.8 million. |
|
(c) |
Includes non-cash amortization
associated with contract liabilities recorded in connection with
acquired businesses. |
|
(d) |
Effective September 30, 2023, we
no longer exclude costs associated with exiting a contract, lease
terminations, and indirect globalization employee costs from our
computation of Adjusted EBITDA. For the three months ended
September 30, 2023 and 2022, these costs totaled $0 and $2.0
million, respectively. For the nine months ended September 30, 2023
and 2022, these costs totaled $2.0 million and $7.9 million,
respectively. Adjusted EBITDA for all prior periods presented has
been recast to conform to the current period computation
methodology. |
SHARECARE, INC. |
RECONCILIATION OF GAAP NET LOSS ATTRIBUTABLE TO SHARECARE
TO ADJUSTED NET LOSS AND ADJUSTED LOSS PER SHARE |
(Unaudited) |
(In thousands, except share and per share
data) |
|
|
Three Months EndedSeptember
30, |
|
Nine Months EndedSeptember
30, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Net loss attributable to
Sharecare, Inc. |
$ |
(24,451 |
) |
|
$ |
(27,357 |
) |
|
$ |
(94,253 |
) |
|
$ |
(94,583 |
) |
Add: |
|
|
|
|
|
|
|
Amortization of acquired
intangibles(a) |
|
1,632 |
|
|
|
1,632 |
|
|
|
4,897 |
|
|
|
4,895 |
|
Amortization of deferred
financing fees |
|
— |
|
|
|
71 |
|
|
|
31 |
|
|
|
209 |
|
Change in fair value of
warrant liability and contingent consideration |
|
(3,304 |
) |
|
|
2,977 |
|
|
|
(3,346 |
) |
|
|
(15,765 |
) |
Share-based compensation |
|
13,206 |
|
|
|
10,331 |
|
|
|
35,322 |
|
|
|
61,619 |
|
Warrants issued with revenue
contracts |
|
10 |
|
|
|
14 |
|
|
|
38 |
|
|
|
48 |
|
Amortization of non-cash
payment for research and development |
|
1,190 |
|
|
|
423 |
|
|
|
3,571 |
|
|
|
1,269 |
|
Non-operating, non-recurring
costs(b) |
|
1,296 |
|
|
|
3,062 |
|
|
|
4,415 |
|
|
|
7,601 |
|
Reorganizational and severance
costs(c) |
|
9,010 |
|
|
|
3,265 |
|
|
|
26,265 |
|
|
|
6,868 |
|
Acquisition-related costs |
|
— |
|
|
|
1,520 |
|
|
|
825 |
|
|
|
4,744 |
|
Adjusted net loss(d)(e) |
$ |
(1,411 |
) |
|
$ |
(4,062 |
) |
|
$ |
(22,235 |
) |
|
$ |
(23,095 |
) |
|
|
|
|
|
|
|
|
Weighted-average common shares
outstanding, basic and diluted |
|
351,519,172 |
|
|
|
349,615,224 |
|
|
|
352,845,500 |
|
|
|
347,232,210 |
|
|
|
|
|
|
|
|
|
Loss per share |
$ |
(0.07 |
) |
|
$ |
(0.08 |
) |
|
$ |
(0.27 |
) |
|
$ |
(0.27 |
) |
Adjusted loss per share |
$ |
0.00 |
|
|
$ |
(0.01 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.07 |
) |
|
(a) |
Represents non-cash expenses
related to the amortization of intangibles in connection with
acquired businesses. |
|
(b) |
For the three months ended
September 30, 2023, primarily represents costs related to legal
matters of $0.8 million. For the nine months ended September 30,
2023, primarily represents costs related to the ERP implementation
of $1.0 million, contractual obligations of $0.7 million, and legal
matters of $0.9 million. |
|
(c) |
For the three months ended
September 30, 2023, primarily represents costs related to
globalizing the Company's workforce of $6.9 million and severance
of $2.1 million. For the nine months ended September 30, 2023,
primarily represents costs related to globalizing the Company's
workforce of $22.5 million and severance of $3.8 million. |
|
(d) |
The income tax effect of the
Company’s non-GAAP reconciling items are offset by valuation
allowance adjustments of the same amount given the Company is in a
full valuation allowance position. |
|
(e) |
Effective September 30, 2023, we
no longer exclude costs associated with exiting a contract, lease
terminations, and indirect globalization employee costs from our
computation of Adjusted Net Loss. For the three months ended
September 30, 2023 and 2022, these costs totaled $0 and $2.0
million, respectively. For the nine months ended September 30, 2023
and 2022, these costs totaled $2.0 million and $7.9 million,
respectively. Adjusted Net Loss for all prior periods presented has
been recast to conform to the current period computation
methodology. |
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