8-K
false 0001816233 0001816233 2021-09-09 2021-09-09 0001816233 us-gaap:CommonStockMember 2021-09-09 2021-09-09 0001816233 us-gaap:WarrantMember 2021-09-09 2021-09-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 9, 2021

 

 

Sharecare, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39535   85-1365053

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

255 East Paces Ferry Road NE, Suite 700

Atlanta, Georgia 30305

(Address of principal executive offices, including Zip Code)

(404) 671-4000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   SHCR   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock, each at an exercise price of $11.50 per share   SHCRW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 7.01.

Regulation FD Disclosure.

This Current Report on Form 8-K is being furnished by Sharecare, Inc., a Delaware corporation (the “Company”), for the sole purpose of furnishing an investor presentation that will be used by the Company in meetings with investors. The investor presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including the presentation attached as Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (d)

Exhibits.

 

Exhibit
Number
  

Description

99.1    Investor Presentation
104.    Cover Page Interactive Data File (formatted as inline XBRL and included as Exhibit 101)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    SHARECARE, INC.
Date: September 9, 2021     By:  

/s/ Justin Ferrero

      Name: Justin Ferrero
      Title: Chief Financial Officer
EX-99.1

Exhibit 99.1 All together better 1Exhibit 99.1 All together better 1


Important Notice Regarding Forward-Looking Statements This presentation 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 presentation, 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 presentation include, but are not limited to, our ability to realize the benefits of recent and future acquisitions, including CareLinx, new revenue opportunities, partnerships or other relationships with third parties or customers, and the statements regarding future financial expectations in the section titled “Differentiated Financial Performance.” We cannot assure you that the forward-looking statements in the information in this presentation 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. Descriptions of some of the factors that could cause actual results to defer materially from these forward-looking statements are discussed in more detail in our filings with the SEC, including the Risk Factors section of the prospectus for our business combination filed with the SEC on June 3, 2021. 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 presentation represent our views as of the date of this presentation. 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 presentation. 2Important Notice Regarding Forward-Looking Statements This presentation 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 presentation, 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 presentation include, but are not limited to, our ability to realize the benefits of recent and future acquisitions, including CareLinx, new revenue opportunities, partnerships or other relationships with third parties or customers, and the statements regarding future financial expectations in the section titled “Differentiated Financial Performance.” We cannot assure you that the forward-looking statements in the information in this presentation 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. Descriptions of some of the factors that could cause actual results to defer materially from these forward-looking statements are discussed in more detail in our filings with the SEC, including the Risk Factors section of the prospectus for our business combination filed with the SEC on June 3, 2021. 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 presentation represent our views as of the date of this presentation. 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 presentation. 2


ALL TOGETHER BETTER Sharecare Overview SHARECARE BY THE NUMBERS 2012 • A comprehensive digital solution helping people build longer, launched Sharecare platform better lives • Operating across three channels: ~64K employer clients ENTERPRISE PROVIDER CONSUMER 9M+ eligible lives INVESTMENT PARTNERS 6K+ health system clients LIVING ROOM EXAM ROOM WORKPLACE FINANCIAL 127 top life sciences brands $1B+ total capital raised $414M-415M 2021E revenue $28M-30M 2021E adjusted EBITDA 3ALL TOGETHER BETTER Sharecare Overview SHARECARE BY THE NUMBERS 2012 • A comprehensive digital solution helping people build longer, launched Sharecare platform better lives • Operating across three channels: ~64K employer clients ENTERPRISE PROVIDER CONSUMER 9M+ eligible lives INVESTMENT PARTNERS 6K+ health system clients LIVING ROOM EXAM ROOM WORKPLACE FINANCIAL 127 top life sciences brands $1B+ total capital raised $414M-415M 2021E revenue $28M-30M 2021E adjusted EBITDA 3


Category of One: Business Positioned for Growth and Scale Differentiated Comprehensive Diversified Data & Financial Platform Revenue & Scale Innovation Performance Innovative digital health Diversified portfolio with opportunity At the intersection of Positioned for success with platform based on to capture $1B++ in incremental technology, healthcare, & strong revenue visibility, scale, human-centric design revenue from existing customers media, creating data-driven and profitability solutions High-growth, recurring revenue driving 20% sustainable YoY growth 4Category of One: Business Positioned for Growth and Scale Differentiated Comprehensive Diversified Data & Financial Platform Revenue & Scale Innovation Performance Innovative digital health Diversified portfolio with opportunity At the intersection of Positioned for success with platform based on to capture $1B++ in incremental technology, healthcare, & strong revenue visibility, scale, human-centric design revenue from existing customers media, creating data-driven and profitability solutions High-growth, recurring revenue driving 20% sustainable YoY growth 4


COMPREHENSIVE PLATFORM Personalized Digital Platform Enabling Productized Engagement MESSAGING MOTIVATION MANAGEMENT MEASUREMENT MOVEMENT ENTERPRISE PROVIDER CONSUMER Benefits Healthcare Digital Wellness/w Blue Zones Health Health Value- Payment Remote Digital Lead Sponsorships Audience Condition- navigation navigation therapeutics ell-being Project security Information based care integrity patient engagement generation targeting specific Management monitoring marketing 5COMPREHENSIVE PLATFORM Personalized Digital Platform Enabling Productized Engagement MESSAGING MOTIVATION MANAGEMENT MEASUREMENT MOVEMENT ENTERPRISE PROVIDER CONSUMER Benefits Healthcare Digital Wellness/w Blue Zones Health Health Value- Payment Remote Digital Lead Sponsorships Audience Condition- navigation navigation therapeutics ell-being Project security Information based care integrity patient engagement generation targeting specific Management monitoring marketing 5


ALL TOGETHER BETTER Diversified Revenue & Scale 6


DIVERSIFIED REVENUE & SCALE Enterprise: Integrated Solution Lowering Healthcare Costs, Improving Outcomes, and Increasing Satisfaction Products include: KEY HEALTH PLAN CLIENTS: • Benefits navigation • Wellness/well-being • Healthcare navigation • Blue Zones Project • Digital therapeutics • Health security Revenue model: Recurring multi-year contracts with upsell opportunities KEY EMPLOYER CLIENTS: Pricing structure: PMPM, per enrollee Client base: 28 direct large employers, 10 health plans providing access to another ~64K employers, 12 public sector clients KEY PUBLIC SECTOR CLIENTS: 7DIVERSIFIED REVENUE & SCALE Enterprise: Integrated Solution Lowering Healthcare Costs, Improving Outcomes, and Increasing Satisfaction Products include: KEY HEALTH PLAN CLIENTS: • Benefits navigation • Wellness/well-being • Healthcare navigation • Blue Zones Project • Digital therapeutics • Health security Revenue model: Recurring multi-year contracts with upsell opportunities KEY EMPLOYER CLIENTS: Pricing structure: PMPM, per enrollee Client base: 28 direct large employers, 10 health plans providing access to another ~64K employers, 12 public sector clients KEY PUBLIC SECTOR CLIENTS: 7


DIVERSIFIED REVENUE & SCALE Provider: Improving Efficiency and Patient Care KEY PROVIDER CLIENTS: Products include: • Remote patient • Health Information Management • Value-based care monitoring • Payment integrity • Digital engagement Revenue model: Recurring multi-year contracts with upsell opportunities Pricing structure differs by product: Gainshare, SaaS platform fee, per record request Client base: 6,000 hospitals & physician practices, 95+ health plans and audit clients Services are in strategic and financial alignment with providers offering significant benefits and revenue upside 8DIVERSIFIED REVENUE & SCALE Provider: Improving Efficiency and Patient Care KEY PROVIDER CLIENTS: Products include: • Remote patient • Health Information Management • Value-based care monitoring • Payment integrity • Digital engagement Revenue model: Recurring multi-year contracts with upsell opportunities Pricing structure differs by product: Gainshare, SaaS platform fee, per record request Client base: 6,000 hospitals & physician practices, 95+ health plans and audit clients Services are in strategic and financial alignment with providers offering significant benefits and revenue upside 8


DIVERSIFIED REVENUE & SCALE Consumer: Strategic Driver for Consumer Acquisition, Content Creation and Data-Driven Digital Activation KEY LIFE SCIENCES CLIENTS: Products include: • Audience targeting • Lead generation • Sponsorships • Condition-specific marketing 100M first-party user database Significant content library and video capabilities Over 2.5M highly-engaged followers across our social platforms, more than all our competitors combined Real-time health profiling engine delivers 400K new users per month Strong ROI performance validated by 160 third- party measured campaigns 9DIVERSIFIED REVENUE & SCALE Consumer: Strategic Driver for Consumer Acquisition, Content Creation and Data-Driven Digital Activation KEY LIFE SCIENCES CLIENTS: Products include: • Audience targeting • Lead generation • Sponsorships • Condition-specific marketing 100M first-party user database Significant content library and video capabilities Over 2.5M highly-engaged followers across our social platforms, more than all our competitors combined Real-time health profiling engine delivers 400K new users per month Strong ROI performance validated by 160 third- party measured campaigns 9


ALL TOGETHER BETTER Innovation & Growth 10ALL TOGETHER BETTER Innovation & Growth 10


INNOVATION & GROWTH Artificial Intelligence • We leverage every component of the phone • People live on their phones, consume and collect data via pictures, videos, voice VIDEO TEXT • We have built neural nets under the form of smart selfies, smart videos and smart pictures VOICE PHOTO • For a frictionless experience that augments engagement • We are adding new dry bio-markers for progression and regression of symptoms Smart AI for AI for AI for Wallet for Environmenta Chatbot Telehealth Genome SDOH Voice Face selfie medication mood food rewards l health browser 11INNOVATION & GROWTH Artificial Intelligence • We leverage every component of the phone • People live on their phones, consume and collect data via pictures, videos, voice VIDEO TEXT • We have built neural nets under the form of smart selfies, smart videos and smart pictures VOICE PHOTO • For a frictionless experience that augments engagement • We are adding new dry bio-markers for progression and regression of symptoms Smart AI for AI for AI for Wallet for Environmenta Chatbot Telehealth Genome SDOH Voice Face selfie medication mood food rewards l health browser 11


INNOVATION & GROWTH Multi-Payor Advocacy Platform ONE APP, ALL FAMILY ADVOCATE, 1 2 DIGITAL ADVOCACY 3 BENEFITS ALL BENEFITS • Benefits, eligibility, claims • Daily digital check-in activities • Single point of contact - one • Find care, telemedicine • Digital coaching number/one chat • Spending accounts • Mini programs for lifestyle risks • Trusted, compassionate, responsive, • Point solutions • AI-assist for advocate empowerment proactive • Flexibility to integrate with client plans • “Here when you need us”, barriers remove • Seamless workflows – no balls dropped • Member/family 360 view enabled interactions WELLNESS + CARE PROVIDER PRECISION OUTREACH 6 5 4 MANAGEMENT ENABLEMENT/INTEGRATI • Track and positively impact • Provider inquiries handled by • SmartSensing next best action ON well-being dimensions to family advocate triggers from multi-plan predictive improve health • Nurse advocates collaborate with analytics and AI • Multi-disciplinary care providers on care plans • Targeted digital and high-touch management team to address • Integration of care gaps within outreach high/emerging risk conditions provider EMR workflows for faster • AI-enabled Interventions/nudges • Family nurse care advocate gap closure to address unfavorable trends & • Improve performance and reduce variances healthcare costs 12


INNOVATION & GROWTH CareLinx: Bridge the Last Mile to Penetrate the Compelling Home Healthcare Market CareLinx is a single-source, nationwide home care platform able to deliver intermittent on- demand personal care services in the homes of patients, while leveraging mobile technology that facilitates rich data capture, population health analytics and the enabling of real-time care coordination with remote clinical teams Trusted Source Multiple Customer Tech-Enabled Nationwide Channels Provider Network Caregivers vetted and background National coverage with Online + mobile checked >450,000 caregivers experience digital care 98% geographic Deeper labor pool, plans coverage for top health access and choice for Real-time in-home data plans families to find a good collection & monitoring Proven scalability for match large healthcare clients 98% access to urban GPS time tracking + and for consumers areas/97% access to digital task validation rural areas Top payors/providers as Highly efficient Secured AARP’s clients proprietary CRM Gig work model delivers exclusive endorsement flexibility IP on effective benefit Full-feature population Net Promoter Score >10x plan development health portal for payors, industry standards providers and agencies 13INNOVATION & GROWTH CareLinx: Bridge the Last Mile to Penetrate the Compelling Home Healthcare Market CareLinx is a single-source, nationwide home care platform able to deliver intermittent on- demand personal care services in the homes of patients, while leveraging mobile technology that facilitates rich data capture, population health analytics and the enabling of real-time care coordination with remote clinical teams Trusted Source Multiple Customer Tech-Enabled Nationwide Channels Provider Network Caregivers vetted and background National coverage with Online + mobile checked >450,000 caregivers experience digital care 98% geographic Deeper labor pool, plans coverage for top health access and choice for Real-time in-home data plans families to find a good collection & monitoring Proven scalability for match large healthcare clients 98% access to urban GPS time tracking + and for consumers areas/97% access to digital task validation rural areas Top payors/providers as Highly efficient Secured AARP’s clients proprietary CRM Gig work model delivers exclusive endorsement flexibility IP on effective benefit Full-feature population Net Promoter Score >10x plan development health portal for payors, industry standards providers and agencies 13


INNOVATION & GROWTH Community Well-Being Index STATE/CITY/COMMUNITY RANKINGS PHYSICAL COMMUNITY PROVEN OUTCOMES TRANSFORMATION COMMUNITY • Longevity PURPOSE • Medical & Rx Spend • Emergency Room Visits SOCIAL • Hospitalizations • Bed Days FINANCIAL • Absenteeism Transforming • Presenteeism HEALTHCARE ACCESS health and well- • Short-term Disability • Job Performance being one FOOD ACCESS • Intention to Stay person, one • Voluntary Turnover community at a • Involuntary Turnover RESOURCE ACCESS time through • PMPM Cost people, place, ECONOMIC SECURITY • S&P 500 • Unemployment and policy • Consumer Price Index HOUSING & TRANSPORTATION change. 14 WELL-BEING INDEX SDOHiINNOVATION & GROWTH Community Well-Being Index STATE/CITY/COMMUNITY RANKINGS PHYSICAL COMMUNITY PROVEN OUTCOMES TRANSFORMATION COMMUNITY • Longevity PURPOSE • Medical & Rx Spend • Emergency Room Visits SOCIAL • Hospitalizations • Bed Days FINANCIAL • Absenteeism Transforming • Presenteeism HEALTHCARE ACCESS health and well- • Short-term Disability • Job Performance being one FOOD ACCESS • Intention to Stay person, one • Voluntary Turnover community at a • Involuntary Turnover RESOURCE ACCESS time through • PMPM Cost people, place, ECONOMIC SECURITY • S&P 500 • Unemployment and policy • Consumer Price Index HOUSING & TRANSPORTATION change. 14 WELL-BEING INDEX SDOHi


INNOVATION & GROWTH New Revenue Opportunities and Strong Brand Awareness with Health Security Facility & employee readiness to ensure a safe and secure location for employees, guests, and customers 1200+ 80+ 3B+ Verified hotels Countries Brand and restaurants impressions Target sectors: Hospitality Arenas Schools Workplace 15INNOVATION & GROWTH New Revenue Opportunities and Strong Brand Awareness with Health Security Facility & employee readiness to ensure a safe and secure location for employees, guests, and customers 1200+ 80+ 3B+ Verified hotels Countries Brand and restaurants impressions Target sectors: Hospitality Arenas Schools Workplace 15


CATEGORY OF ONE Differentiated Financial Performance 16


DIFFERENTIATED FINANCIAL PERFORMANCE Key Financial Highlights • Recurring revenue driven by multi-year contracts Revenue visibility • Diversified customer base drives opportunity to upsell to existing clients and cross-sell across our channels Scale • Expanded customer base with major enterprise client wins – Centene, Humana, Delta – with significant pipeline of potential clients • Platform positioned to capture significant digital health opportunity • Launched new digital therapeutics product line with $1B opportunity from existing Growth clients • Introduced health security and vaccine adherence solutions • Adjusted EBITDA positive with continued operating leverage Profitability 17DIFFERENTIATED FINANCIAL PERFORMANCE Key Financial Highlights • Recurring revenue driven by multi-year contracts Revenue visibility • Diversified customer base drives opportunity to upsell to existing clients and cross-sell across our channels Scale • Expanded customer base with major enterprise client wins – Centene, Humana, Delta – with significant pipeline of potential clients • Platform positioned to capture significant digital health opportunity • Launched new digital therapeutics product line with $1B opportunity from existing Growth clients • Introduced health security and vaccine adherence solutions • Adjusted EBITDA positive with continued operating leverage Profitability 17


DIFFERENTIATED FINANCIAL PERFORMANCE 2021 Q2 Income Statement – Management (Non-GAAP) • Closed $50M investment from second largest health plan in U.S. to co-develop next generation multi- payor advocacy solution as an extension to the Sharecare digital platform • Added new employer, government, provider, and life sciences customers • Launched several new government-sponsored health plans including Centene's Peach State Health Plan Medicaid line of business and Humana's CarePlus and their Medicare Advantage population • Won Health Net's Medicare line of business for both California and Oregon, which we believe represents an opportunity to add an estimated 800,000 new members 18 Note: A reconciliation of Adjusted EBITDA to Net Income is provided in the appendixDIFFERENTIATED FINANCIAL PERFORMANCE 2021 Q2 Income Statement – Management (Non-GAAP) • Closed $50M investment from second largest health plan in U.S. to co-develop next generation multi- payor advocacy solution as an extension to the Sharecare digital platform • Added new employer, government, provider, and life sciences customers • Launched several new government-sponsored health plans including Centene's Peach State Health Plan Medicaid line of business and Humana's CarePlus and their Medicare Advantage population • Won Health Net's Medicare line of business for both California and Oregon, which we believe represents an opportunity to add an estimated 800,000 new members 18 Note: A reconciliation of Adjusted EBITDA to Net Income is provided in the appendix


DIFFERENTIATED FINANCIAL PERFORMANCE Consolidated Pro Forma Financial Profile 19 Note: A reconciliation of Adjusted EBITDA to Net Income is provided in the appendixDIFFERENTIATED FINANCIAL PERFORMANCE Consolidated Pro Forma Financial Profile 19 Note: A reconciliation of Adjusted EBITDA to Net Income is provided in the appendix


Thank you.Thank you.


APPENDIX Non-GAAP Financial Measures In addition to our financial results determined in accordance with U.S. GAAP, we believe Adjusted EBITDA, a non-GAAP measure, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measure, provides 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 Adjusted EBITDA is helpful to our investors as it is a metric 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 measure as a tool for comparison. The calculation and reconciliation of historic Adjusted EBITDA to net income (loss), the most directly comparable financial measures stated in accordance with GAAP, is provided below and in the accompanying financial tables. Investors are encouraged to review the reconciliation and not to rely on any single financial measure to evaluate our business. We have not reconciled Adjusted EBITDA guidance to net income (loss) because we do not provide guidance for net income (loss) or for items that we do not consider indicative of our on-going 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, a reconciliation of the Adjusted EBITDA guidance to the corresponding U.S. GAAP measure is not available without unreasonable effort. 21


APPENDIX Reconciliation to Historical Adjusted EBITDA ($, in millions) 2021 Q2 2020 Q2 2020 Net Loss ($20.2) ($13.7) ($60.5) Depreciation and amortization 7.20 6.50 24.68 Interest income (0.02) (0.02) (0.07) Interest expense 7.10 7.60 31.04 Other expense 8.80 0.30 9.71 Loss from equity method investments - - 3.90 Income tax (benefit) expense (0.10) 0.36 (1.56) Share-based compensation 2.40 5.17 19.16 Severance 0.20 1.58 2.55 Warrants issued with revenue contracts - 0.13 1.19 Transaction and closing costs 1.30 0.10 2.19 Adjusted EBITDA $6.6 $7.9 $32.3 22APPENDIX Reconciliation to Historical Adjusted EBITDA ($, in millions) 2021 Q2 2020 Q2 2020 Net Loss ($20.2) ($13.7) ($60.5) Depreciation and amortization 7.20 6.50 24.68 Interest income (0.02) (0.02) (0.07) Interest expense 7.10 7.60 31.04 Other expense 8.80 0.30 9.71 Loss from equity method investments - - 3.90 Income tax (benefit) expense (0.10) 0.36 (1.56) Share-based compensation 2.40 5.17 19.16 Severance 0.20 1.58 2.55 Warrants issued with revenue contracts - 0.13 1.19 Transaction and closing costs 1.30 0.10 2.19 Adjusted EBITDA $6.6 $7.9 $32.3 22


All together better 23All together better 23