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United States securities and exchange commission logo
September 6, 2023
Justin Ferrero
Chief Financial Officer
Sharecare, Inc.
255 East Paces Ferry Road NE, Suite 700
Atlanta, Georgia 30305
Re: Sharecare, Inc.
Form 10-K filed
March 31, 2023
Response dated
August 7, 2023
File No. 001-39535
Dear Justin Ferrero:
We have reviewed your August 7, 2023 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 13, 2023 letter.
Form 10-K for the Year Ended December 31, 2022
Non-GAAP Measures, page 52
1. We note your response
to prior comment 1 as well as the additional information you
provided us in our
August 30, 2022 conference call. Please ensure that when presenting
non-GAAP measure
adjustments, you provide accurate line item headings and sufficiently
detailed disclosures
regarding the nature of each material adjustment. We also have the
below comments on
certain of your adjustments presented in your presentation of
Adjusted EBITDA,
Adjusted Net Loss and Adjusted EPS.
2. We note that the line
item "Net costs associated with exiting contracts" represents the
negative gross margin
of your PCMH contract in periods subsequent to your decision to
cease providing PCMH
services. Notwithstanding the fact that the Company will no
longer provide these
services, this contract was entered into as part of your normal course
Justin Ferrero
FirstName LastNameJustin Ferrero
Sharecare, Inc.
Comapany 6,
September NameSharecare,
2023 Inc.
September
Page 2 6, 2023 Page 2
FirstName LastName
of business and therefore the gross margin losses incurred as you
winddown the contract
would not be considered nonrecurring or outside the normal course of
your operations.
Please confirm that you will no longer exclude these negative gross
margin losses from
your non-GAAP measures. Please note that if you choose to discuss the
impact of this
contract on your results of operations, ensure that you (i) accurately
address the nature of
impact (e.g., the adjustment, as presented, is gross margin losses
rather than the "net costs
associated with exiting contracts" and (ii) present the impact of the
PCHM contract gross
margins on each period presented.
3. We note that your lease termination adjustment included within your
non-operating, non-
recurring adjustment relates to the rent expense of the underutilized
portion of the
Company's Franklin, TN office lease. We do not believe it is
appropriate to exclude
estimated costs associated with the underutilized portion of this
lease. Refer to questions
100.01 and 100.04 of the Non-GAAP Compliance & Disclosure
Interpretations. Please
confirm that you will no longer exclude these expenses from your
non-GAAP measures.
4. We note that your reorganizational and severance costs are due to
efforts to globalize and
centralize the Company's workforce that will be implemented in 2023.
$12.5 million of
these costs represent employee costs related to employees that have
not yet been notified
of their termination and $1.2 million of severance costs represents
costs of employees for
when the required services to the Company has ceased. Please address
the following:
Quantify the amounts expensed in your sales and marketing, product
and technology
and general and administrative line items;
Separately quantify the material components of the $12.5 million,
including salary,
benefits, equity and bonus compensation, and other employee
costs;
Quantify the normal periodic employee costs, including normal
equity and bonus
compensation, included in the $12.5 million reorganizational
costs. Please note that
your normal periodic employee costs are viewed as part of your
current normal
operations and therefore inconsistent with Question 100.01 of the
Compliance and
Disclosure Interpretation on Non-GAAP measures (C&DI);
Tell us the basis for bonus payments, how you determined who would
receive such
payments, how amounts were calculated, and how you determined
that such
payments are incremental to your normal operations;
Address whether or not the $12.5 million includes one-time
employee termination
benefits as defined by ASC 420. If so, tell us how you applied
the guidance in ASC
420-10-25-4 through 25-10. Address the need to provide the
disclosures required by
ASC 420-50-1;
Quantify any other costs included in the $12.5 million
reorganizational costs and tell
us the nature of those costs and your underlying accounting; and
You indicate that the $1.2 million of severance costs represents
costs of employees
for when the required services to the Company has ceased. Please
confirm these
costs do not include the normal periodic employees costs during
the period for which
the employee provided services. As noted in the first bullet, an
adjustment for
normal period employee costs would be inconsistent with our C&DI.
Justin Ferrero
Sharecare, Inc.
September 6, 2023
Page 3
5. We refer to the non-GAAP adjustment relating to advance payments made
to a financially
distressed vendor in early 2022. Please tell us in more detail about
your relationship with
this vendor and why these payments were made. We note that you
expected these
payments to be applied as a credit against any pending and future
invoices payable by the
Company. In this regard, please help us better understand why the
prepayments were
written off in the second quarter of fiscal year 2022 and not applied
to invoices for
services they provided to you through the second quarter of 2023.
Also, quantify the
amount of prepayments made through the beginning of the second quarter
of 2022 and
any subsequent additional payments made in excess of the actual cost
of your vendor's
services. Finally, it is not clear to us why it is appropriate to
exclude these payments from
your non-GAAP performance measures. Please more fully explain.
You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,
FirstName LastNameJustin Ferrero
Division of
Corporation Finance
Comapany NameSharecare, Inc.
Office of
Industrial Applications and
September 6, 2023 Page 3 Services
FirstName LastName