0001816233-24-000111 | 10-Q | XBRL Viewer

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 8,348	$ 8,544
Stockholders’ equity:
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares, issued (in shares)	358,572,273	353,430,357
Common stock, shares, outstanding (in shares)	358,572,273	353,430,357
Series A Preferred Stock
Temporary Equity [Line Items]
Redeemable convertible preferred stock, par value (in USD 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

Related-Party Transactions	3 Months Ended
Related-Party Transactions	Mar. 31, 2024
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 the year ended December 31, 2023, the Company ended the services contract with this related party and ceased operations of Sharecare Brasil Servicios de Consultoria, Ltda. Revenues recognized for the three-month period ended March 31, 2024 and 2023 from Sul América totaled $0.3 million and $1.3 million, respectively. For the three-month period ended March 31, 2024, the revenues recognized represent variable termination fee revenue, which was previously contrained and for which uncertainty about the variable amount to be received was resolved. The Series A Preferred Stock is held by a customer that also had an employee serving on the Sharecare Board. During the three month period ended June 30, 2023, the board member ceased employment with the customer. Subsequent to the board member’s termination of employment with the customer, this customer was no longer considered a related party. Revenues recognized for this customer for the three months ended March 31, 2023 totaled $6.2 million. As of December 31, 2023, $13.0 million in receivables were outstanding from this related party. During the third quarter of 2022, we entered into a revenue contract with the Series A Preferred Stockholder to provide patient advocacy services. We also entered into separate agreements to purchase distinct goods and services. These agreements are now subject to a dispute. 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. Additionally, revenue for the three months ended March 31, 2023, included $0.4 million of amortization of contract assets. For the three months ended March 31, 2023, cost of sales totaled $10.9 million. Amounts paid under the agreements that were not determined to be distinct were recorded as a reduction of revenues. As of December 31, 2023, there were $34.3 million in receivables and $51.1 million in accounts payable and accrued expenses recorded in connection with these distinct agreements. Additionally, in 2022 the Company acquired certain intellectual property which was determined to be distinct and recorded an intangible asset, which is being amortized over its estimated useful life. The unamortized balance of intangible asset was $3.1 million as of December 31, 2023. As of March 31, 2024, the receivables, accounts payable, and accrued expenses balances recorded in connection with these distinct agreements remained unchanged. The Company has a customer that was a related party for the year ended December 31, 2023 due to an affiliation with a member of the Sharecare Board. This member was nominated during the first quarter of 2023 and has subsequently ceased employment with the customer. This customer is no longer considered a related party as of December 31, 2023. As of December 31, 2023, $1.0 million in receivables were outstanding from this related party and revenues recognized for the three months ended March 31, 2023 totaled $0.7 million.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

Nature of Business and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation and Unaudited Interim Financial Information	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”). Unaudited Interim Financial Information The accompanying interim Consolidated Balance Sheet as of March 31, 2024 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, 2024 and 2023 are unaudited. These 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, 2024 and the Company’s consolidated results of operations and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 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, 2023.
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 periods. Significant estimates and assumptions reflected in these consolidated financial statements include goodwill, revenue recognition, stock-based compensation, and income taxes. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.
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 in 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 loss in the Consolidated Statements of Operations and Comprehensive Loss.
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 estimate for expected credit losses for outstanding trade accounts receivable 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 reassesses the adequacy of the allowance for doubtful accounts each reporting period.
Contract Liabilities	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 of these contract liabilities was $0 and $0.5 million for three months ended March 31, 2024 and 2023, respectively, all of which was included within cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Company has recognized certain contract liabilities due to a former related party in the amount of $17.5 million, related to service agreements, which is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023.
Deferred Revenue and Revenue Recognition	Deferred Revenue The Company records contract liabilities, which consist of deferred revenue and contract billings in excess of earned revenue, pursuant to ASC 606. Deferred revenues arise from contracts that permit upfront billing and the collection of fees covering the entire contractual service period, which is generally six to twelve months and in advance of the satisfaction of the performance obligations identified within the related contract. As of March 31, 2024 and December 31, 2023, such fees were $5.7 million and $5.5 million, respectively. The Company recognized $1.2 million of revenue during the three months ended March 31, 2024 that was included in deferred revenue at December 31, 2023. 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 not probable that a significant reversal in the amount of cumulative revenue recognized will 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, 2024 and December 31, 2023, such fees included within deferred revenue were $4.8 million and $4.9 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 to eight months after the end of a contract year, performance-based fees are reconciled and settled. Approximately $1.5 million and $1.2 million of revenues recognized during the three months ended March 31, 2024 and 2023, respectively, were performance-based. As of March 31, 2024 and 2023, the cumulative amount of performance-based revenues that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $1.9 million and $6.5 million, respectively. During the three months ended March 31, 2024, $0.7 million of revenue was recognized, which related to services provided prior to December 31, 2023. 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, 2024, 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 $61.2 million. As of March 31, 2024, the Company expects to recognize revenue on approximately 91% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter.
Accounting Standards Not Yet Adopted	Accounting Standards Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. Income Taxes. In December 2023, the FASB issued ASU No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The new ASU requires public business entities, on an annual basis, to provide a tabular rate reconciliation (using both percentages and reporting currency amounts) of (1) the reported income tax expense (or benefit) from continuing operations, to (2) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal (national) income tax rate of the jurisdiction (country) of domicile using specific categories and separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold. A public business entity is required to provide an explanation, if not otherwise evident, of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing the reconciling items. For each annual period presented, the ASU requires all reporting entities to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign. It also requires additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The ASU requires that all reporting entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The ASU is effective for public entities for annual periods beginning after December 15, 2024. We are still evaluating the impact on our financial statement disclosures. Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments in this update address the requirement for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is any significant expense incurred by the segment, including direct expenses, shared expenses, allocated corporate overhead, or interest expense that is regularly reported to the chief operating decision maker and is included in the measure of segment profit or loss. The disclosure of significant segment expenses is in addition to the current specifically-enumerated segment expenses required to be disclosed, such as depreciation and interest expense. If a public entity does not disclose any significant segment expenses for a reportable segment, it is required to disclose narratively the nature of the expenses used by the chief operating decision maker to manage the segment's operations. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. We are still evaluating the impact on our financial statement disclosures as it pertains to the Company’s single reportable segment.

Nature of Business and Significant Accounting Policies - Performance-Based Revenue (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Performance-based fees not recognized as revenue	$ 4.8		$ 4.9
Performance-based revenue recognized	1.5	$ 1.2
Performance-based revenue recognized but not yet settled with customers	1.9	$ 6.5
Revenue recognized related to services provided in prior period	$ 0.7
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

Fair Value Measurements - Schedule of Changes to the Warrant Liability and Contingent Consideration (Details) - Contingent Consideration $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Changes in liability
Beginning balance	$ 395
Re-measurement of contingent consideration	(294)
Ending balance	$ 101

Fair Value Measurements - Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Liabilities
Derivative liability, statement of financial position	Warrant liabilities
Recurring
Cash equivalents
Total cash equivalents at fair value	$ 10,470
Liabilities
Warrant liabilities	317
Contingent consideration – other liabilities	101
Total liabilities at fair value	418
Recurring \| Money market funds
Cash equivalents
Total cash equivalents at fair value	10,470
Recurring \| Level 1
Cash equivalents
Total cash equivalents at fair value	10,470
Liabilities
Warrant liabilities	317
Contingent consideration – other liabilities	0
Total liabilities at fair value	317
Recurring \| Level 1 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	10,470
Recurring \| 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
Recurring \| Level 2 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	0
Recurring \| Level 3
Cash equivalents
Total cash equivalents at fair value	0
Liabilities
Warrant liabilities	0
Contingent consideration – other liabilities	101
Total liabilities at fair value	101
Recurring \| Level 3 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	$ 0

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income tax benefit (less than)	$ 31	$ (31)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 90,861	$ 116,295
Costs and operating expenses:
Costs of revenue (exclusive of depreciation and amortization)	51,121	67,890
Sales and marketing	13,558	15,348
Product and technology	14,544	20,808
General and administrative	34,907	34,121
Depreciation and amortization	13,331	14,781
Total costs and operating expenses	127,461	152,948
Loss from operations	(36,600)	(36,653)
Other income:
Interest income	1,274	1,680
Interest expense	(217)	(430)
Other income	368	429
Total other income	1,425	1,679
Loss before income tax benefit (expense)	(35,175)	(34,974)
Income tax benefit (expense)	31	(31)
Net loss	(35,144)	(35,005)
Net loss attributable to noncontrolling interest in subsidiaries	(57)	(346)
Net loss attributable to Sharecare, Inc.	$ (35,087)	$ (34,659)
Net Loss per Share
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.10)	$ (0.10)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.10)	$ (0.10)
Weighted-average common shares outstanding, basic (in shares)	354,208,908	352,923,217
Weighted-average common shares outstanding, diluted (in shares)	354,208,908	352,923,217
Comprehensive loss attributable to Sharecare, Inc.
Net loss	$ (35,144)	$ (35,005)
Foreign currency translation	(282)	307
Comprehensive loss	(35,426)	(34,698)
Comprehensive loss (income) attributable to noncontrolling interest in subsidiaries	(51)	(289)
Comprehensive loss attributable to Sharecare, Inc.	$ (35,375)	$ (34,409)

Common Stock and Stockholders' Equity - Narrative (Details) $ in Millions		3 Months Ended
	May 31, 2023 installment	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($)
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 \| $		$ 0.2	$ 0.4
RSUs
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, voluntarily elected to forgo, cash base salary, percentage	0.25
Share-based compensation arrangement by share-based payment award, voluntarily elected to forgo, cash base salary	12 months
Number of quarterly installments \| installment	4
Unvested liability \| $		$ 0.4
Contractual and Earnout Arrangements
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)		3,238,675
Warrants reserved for future issuance (in shares)		6,353,577
Warrants earned but not issued (in shares)		52,589
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

Net Loss Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

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,
	2024		2023
Numerator
Net loss	$	(35,144)	$	(35,005)
Less: Net loss attributable to noncontrolling interests in subsidiaries	(57)		(346)
Net loss available to common stockholders	$	(35,087)	$	(34,659)

Denominator
Weighted-average common shares outstanding, basic and diluted	354,208,908		352,923,217
Net loss per share attributable to common stockholders, basic and diluted	$	(0.10)	$	(0.10)

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, 2024 and 2023, 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 share 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,
	2024	2023
Stock options and restricted stock units	2,660,077	30,951,366
Redeemable convertible preferred stock	5,000,000	5,000,000

Total	7,660,077	35,951,366

Additionally, stock options of 89.1 million that have exercise prices in excess of the average market price of common shares for the three months ended March 31, 2024 and restricted stock units of 53.5 million as of March 31, 2024 are not included in the calculation of potentially dilutive securities, but could become dilutive in future periods.

For the prior period, stock options of 73.7 million that have exercise prices in excess of the average market price of common shares for the three months ended March 31, 2023 and restricted stock units of 32.5 million as of March 31, 2023 are not included in the calculation of potentially dilutive securities.

Goodwill and Other Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 192,037
Foreign currency translation adjustment	(177)
Ending balance	$ 191,860

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Nature of Business and Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

Nature of Business

Sharecare, Inc. (“Sharecare” or the “Company”) was founded in 2009 to develop an interactive health and wellness platform and began operations in October 2010. Sharecare’s virtual health platform is designed to help people, patients, providers, employers, health plans, government organizations, and communities optimize individual and population-wide well-being by driving positive behavior change. The platform is designed to connect each stakeholder to the health management tools they need to drive engagement, establish sustained participation, increase satisfaction, reduce costs, and improve outcomes. Sharecare bridges scientifically validated clinical programs with content to deliver a personalized experience for its members, beginning with the RealAge® test, Sharecare’s health risk assessment that shows members the true age of their body, capitalizing on people’s innate curiosity of how “young” they are to draw them into the platform. The Sharecare platform provides members with a personalized action plan to guide and educate them on the habits and behaviors making the biggest impact, both positive and negative, on their RealAge. Sharecare provides the resources members need to manage their health through lifestyle or disease management and coaching programs, such as diabetes management and smoking cessation, well-being solutions, such as financial health and anxiety management; care navigation tools such as find-a-doctor, prescription savings, clinical decision support, medical records, home care, and more. In January 2023, Sharecare 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 Sheet as of March 31, 2024 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, 2024 and 2023 are unaudited. These 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, 2024 and the Company’s consolidated results of operations and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 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, 2023.

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 periods. Significant estimates and assumptions reflected in these consolidated financial statements include goodwill, revenue recognition, stock-based compensation, and income taxes. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

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 in 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 loss in the Consolidated Statements of Operations and Comprehensive Loss.

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 receivable 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 reassesses the adequacy of the allowance for doubtful accounts each reporting period.

The changes in the allowance for doubtful accounts are as follows (in thousands):


	Three Months Ended March 31,
	2024		2023
Allowance for doubtful accounts – beginning balance	$	8,544	$	7,197
Provision for doubtful accounts	411		1,869
Amounts written off and other adjustments	(607)		(640)
Allowance for doubtful accounts – ending balance	$	8,348	$	8,426

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 of these contract liabilities was $0 and $0.5 million for three months ended March 31, 2024 and 2023, respectively, all of which was included within cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Company has recognized certain contract liabilities due to a former related party in the amount of $17.5 million, related to service agreements, which is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023.

Deferred Revenue

The Company records contract liabilities, which consist of deferred revenue and contract billings in excess of earned revenue, pursuant to ASC 606.

Deferred revenues arise from contracts that permit upfront billing and the collection of fees covering the entire contractual service period, which is generally six to twelve months and in advance of the satisfaction of the performance obligations identified within the related contract. As of March 31, 2024 and December 31, 2023, such fees were $5.7 million and $5.5 million, respectively. The Company recognized $1.2 million of revenue during the three months ended March 31, 2024 that was included in deferred revenue at December 31, 2023.

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 not probable that a significant reversal in the amount of cumulative revenue recognized will 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, 2024 and December 31, 2023, such fees included within deferred revenue were $4.8 million and $4.9 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 to eight months after the end of a contract year, performance-based fees are reconciled and settled. Approximately $1.5 million and $1.2 million of revenues recognized during the three months ended March 31, 2024 and 2023, respectively, were performance-based. As of March 31, 2024 and 2023, the cumulative amount of performance-based revenues that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $1.9 million and $6.5 million, respectively. During the three months ended March 31, 2024, $0.7 million of revenue was recognized, which related to services provided prior to December 31, 2023.

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, 2024, 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 $61.2 million. As of March 31, 2024, the Company expects to recognize revenue on approximately 91% 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 March 31,
	2024		2023
Enterprise	$	46,960	$	70,193
Provider	28,427		28,974
Life Sciences	15,474		17,128
Total Revenue	$	90,861	$	116,295

Other Income

For the three months ended March 31, 2024 and 2023, other income (expense) consisted of the following (in thousands):


	Three Months Ended March 31,
	2024		2023
Re-measurement of contingent consideration	$	294	$	138
Re-measurement of warrant liabilities	85		—
Other	(11)		291
Total other income	$	368	$	429

Accounting Standards Not Yet Adopted

As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election.

Income Taxes. In December 2023, the FASB issued ASU No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The new ASU requires public business entities, on an annual basis, to provide a tabular rate reconciliation (using both percentages and reporting currency amounts) of (1) the reported income tax expense (or benefit) from continuing operations, to (2) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal (national) income tax rate of the jurisdiction (country) of domicile using specific categories and separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold. A public business entity is required to provide an explanation, if not otherwise evident, of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing the reconciling items. For each annual period presented, the ASU requires all reporting entities to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign. It also requires additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The ASU requires that all reporting entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.

The ASU is effective for public entities for annual periods beginning after December 15, 2024. We are still evaluating the impact on our financial statement disclosures.

Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments in this update address the requirement for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is any significant expense incurred by the segment, including direct expenses, shared expenses, allocated corporate overhead, or interest expense that is regularly reported to the chief operating decision maker and is included in the measure of segment profit or loss. The disclosure of significant segment expenses is in addition to the current specifically-enumerated segment expenses required to be disclosed, such as depreciation and interest expense. If a public entity does not disclose any significant segment expenses for a reportable segment, it is required to disclose narratively the nature of the expenses used by the chief operating decision maker to manage the segment's operations. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. We are still evaluating the impact on our financial statement disclosures as it pertains to the Company’s single reportable segment.

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, 2024	Mar. 31, 2023
Numerator
Net loss	$ (35,144)	$ (35,005)
Less: Net loss attributable to noncontrolling interests in subsidiaries	(57)	(346)
Net loss available to common stockholders, basic	(35,087)	(34,659)
Net loss available to common stockholders, diluted	$ (35,087)	$ (34,659)
Denominator
Weighted-average common shares outstanding, basic (in shares)	354,208,908	352,923,217
Weighted-average common shares outstanding, diluted (in shares)	354,208,908	352,923,217
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.10)	$ (0.10)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.10)	$ (0.10)

Balance Sheet Components (Tables)	3 Months Ended
Balance Sheet Components (Tables)	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Accrued Expense and Other Current Liabilities	As of March 31, 2024 and December 31, 2023, accrued expenses and other current liabilities consisted of the following (in thousands):

Nature of Business and Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total Revenue	$ 90,861	$ 116,295
Enterprise
Disaggregation of Revenue [Line Items]
Total Revenue	46,960	70,193
Provider
Disaggregation of Revenue [Line Items]
Total Revenue	28,427	28,974
Life Sciences
Disaggregation of Revenue [Line Items]
Total Revenue	$ 15,474	$ 17,128

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Nature of Business and Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31,
	2024		2023
Allowance for doubtful accounts – beginning balance	$	8,544	$	7,197
Provision for doubtful accounts	411		1,869
Amounts written off and other adjustments	(607)		(640)
Allowance for doubtful accounts – ending balance	$	8,348	$	8,426

Schedule of Revenues Disaggregated by Revenue Source

The following table presents the Company’s revenues disaggregated by revenue source (in thousands):


	Three Months Ended March 31,
	2024		2023
Enterprise	$	46,960	$	70,193
Provider	28,427		28,974
Life Sciences	15,474		17,128
Total Revenue	$	90,861	$	116,295

Schedule of Other Income

For the three months ended March 31, 2024 and 2023, other income (expense) consisted of the following (in thousands):


	Three Months Ended March 31,
	2024		2023
Re-measurement of contingent consideration	$	294	$	138
Re-measurement of warrant liabilities	85		—
Other	(11)		291
Total other income	$	368	$	429

Balance Sheet Components

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Accrued Expenses and Other Current Liabilities

As of March 31, 2024 and December 31, 2023, accrued expenses and other current liabilities consisted of the following (in thousands):


	March 31, 2024		December 31, 2023
Accrued expenses	$	17,304	$	15,546
Accrued compensation	10,506		16,235
Accrued media costs	2,506		5,168
Accrued taxes	1,509		1,837
Operating lease liabilities, current	1,684		1,826
Contract liability due to the Series A Preferred Stockholder	17,496		17,496
Accrued expenses due to the Series A Preferred Stockholder	3,255		6,084
Accrued other	1,256		1,514
Total accrued expenses and other current liabilities	$	55,516	$	65,706

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The 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 9, 2024, the date on which the consolidated financial statements were available to be issued, noting no such material events.

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets and the related accumulated amortization for each class of intangible asset as of March 31, 2024 were as follows (in thousands):


	March 31, 2024
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	62,926	$	(29,650)	$	33,276	7.2
Trade name	3,549		(2,091)		1,458		3.3
Customer relationships	77,849		(41,121)		36,728		8.2
Internal-use software	189,631		(140,630)		49,001		1.8
Total definite-lived, intangible assets	$	333,955	$	(213,492)	$	120,463

Intangible assets not subject to amortization
Internal-use software projects in process	$	4,770	$	—	$	4,770
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	9,800		—		9,800
Total intangible assets	$	343,755	$	(213,492)	$	130,263

Schedule of Indefinite-Lived Intangible Assets

Intangible assets and the related accumulated amortization for each class of intangible asset as of March 31, 2024 were as follows (in thousands):


	March 31, 2024
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	62,926	$	(29,650)	$	33,276	7.2
Trade name	3,549		(2,091)		1,458		3.3
Customer relationships	77,849		(41,121)		36,728		8.2
Internal-use software	189,631		(140,630)		49,001		1.8
Total definite-lived, intangible assets	$	333,955	$	(213,492)	$	120,463

Intangible assets not subject to amortization
Internal-use software projects in process	$	4,770	$	—	$	4,770
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	9,800		—		9,800
Total intangible assets	$	343,755	$	(213,492)	$	130,263

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, 2023	$	192,037
Foreign currency translation adjustment	(177)
March 31, 2024	$	191,860

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, 2024 (in thousands):


Year ending December 31:
Remainder of 2024	$	33,671
2025	31,239
2026	17,572
2027	10,104
2028	6,932
Thereafter	20,945
Total	$	120,463

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

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-Section 50
-Paragraph 2
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Common Stock and Stockholders' Equity

3 Months Ended

Mar. 31, 2024

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. Warrants classified as liabilities generally vest immediately and are exercisable upon issuance and have an expiration of seven years from the date of issuance. Warrants classified as equity 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, 2024, the following warrants to purchase common stock were issued and outstanding:


Classification	Warrants Outstanding	Exercise Price per Share
Equity	1,278,746	$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, 2024, these agreements provide for the issuance of up to 3,238,675 shares of common stock and 6,353,577 warrants to purchase shares of common stock. With respect to these arrangements, there were 52,589 warrants earned but not issued as of March 31, 2024.

Share-based Payments

Stock option and restricted stock unit activity, prices, and values during the three months ended March 31, 2024 are as follows (in thousands, except share and per share amounts):


	Options Outstanding						Restricted Stock Units
	Number of Options	Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)		Number of Plan shares outstanding	Weighted-Average Grant Date Fair Value per share
Outstanding as of December 31, 2023	92,218,339	$	3.01	5.87	$	1,256	49,007,766	$	1.93
Granted	—	—					15,089,859	$	1.03
Exercised/Released	(40,278)	$	0.59		$	7	(7,674,699)	$	2.38
Cancelled/Forfeited	(2,685,153)	$	2.40				(661,764)	$	1.85
Outstanding as of March 31, 2024	89,492,908	$	3.03	5.58	$	260	55,761,162	$	1.62
Vested and/or exercisable as of March 31, 2024	73,764,072	$	1.88	5.24	$	260
Vested and/or exercisable as of December 31, 2023	73,902,493	$	1.89	5.49	$	1,256

The intrinsic value is calculated as the difference between the exercise price of the underlying common stock option award and the estimated fair value of the Company’s common stock. Vested but unissued restricted stock units as of March 31, 2024 and December 31, 2023 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, 2024 and 2023 (in thousands):


	Three Months Ended March 31,
	2024		2023
Cost of revenues	$	204	$	111
Sales and marketing	1,508		828
Product and technology	1,664		1,068
General and administrative	10,468		7,962
Total share-based compensation expense	$	13,844	$	9,969

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 months ended March 31, 2024 and 2023, included approximately $0.2 million and $0.4 million related to capitalizable internally developed software activities, respectively.

On May 31, 2023, each of the principal executive officer, principal financial officer, other named executive officers, and certain eligible employees of the Company voluntarily elected to forgo up to 25% of their cash base salary for the next 12 months, and in lieu thereof received restricted stock units (“RSUs”) with a value equal to the cash amount they elected to forego over the 12-month period. In consideration for forgoing guaranteed cash compensation, each individual will receive an additional number of RSUs with a value equal to 25% of the amount of cash salary they have elected to forgo. The RSUs were issued in June 2023 and will vest in four equal quarterly installments over the next 12 months, subject to the individual’s continued employment. The ability of the named executive officers and other eligible employees to make such election to forgo guaranteed cash compensation and receive RSUs in lieu thereof was approved by the Compensation and Human Capital Committee of the Company’s board of directors. The unvested RSUs are classified as a liability. As of March 31, 2024, there was $0.4 million of unvested RSUs classified as a liability and recorded to accrued expenses and other current liabilities in the Consolidated Balance Sheets. As such, 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 months

ended March 31, 2024 does not reflect the cost associated with these awards. Upon vesting of these RSUs, amounts will be reclassified from liability to equity.

Common Stock and Stockholders' Equity - Schedule of Restricted Stock Units (Details) - Restricted Stock Units	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Restricted Stock Units - Number of Plan shares outstanding
Outstanding, beginning (in shares) \| shares	49,007,766
Granted (in shares) \| shares	15,089,859
Exercised/released (in shares) \| shares	(7,674,699)
Cancelled/forfeited (in shares) \| shares	(661,764)
Outstanding, ending (in shares) \| shares	55,761,162
Restricted Stock Units - Weighted-Average Grant Date Fair Value per share
Outstanding, beginning (in USD per share) \| $ / shares	$ 1.93
Granted (in USD per share) \| $ / shares	1.03
Exercised/released (in USD per share) \| $ / shares	2.38
Cancelled/forfeited (in USD per share) \| $ / shares	1.85
Outstanding, ending (in USD per share) \| $ / shares	$ 1.62

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-13 [Member]

- Definition

Indicates amendment to accounting standards.

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-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 65: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 66: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 67: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 68: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 69: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 70: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

Reference 71: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

Reference 72: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

+ Details

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Percentage of fair value in excess of book value	10.00%
Basis point increase in weighted average cost of capital	10000.00%
Basis point decrease in annual forecasted revenues	10000.00%
Percentage of decline in fair value, in event increase in weighted average capital	3.00%
Percentage of decline in fair value, in event of decrease in annual forecasted revenue	9.00%
Amortization expense for intangible assets	$ 12.7	$ 14.0

Related-Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Revenue	$ 90,861	$ 116,295
Other receivables	2,213		$ 2,262
Costs of revenue (exclusive of depreciation and amortization)	51,121	67,890
Accrued liabilities and other liabilities	55,516		65,706
Board of Directors Related Customer
Related Party Transaction [Line Items]
Revenue		6,200
Other receivables			13,000
Series A Preferred Stock Holder
Related Party Transaction [Line Items]
Revenue		10,600
Other receivables			34,300
Share-based compensation		400
Costs of revenue (exclusive of depreciation and amortization)		10,900
Accrued liabilities and other liabilities			51,100
Intangible asset recognized			3,100
Director Affiliated Customer
Related Party Transaction [Line Items]
Revenue		700
Other receivables			$ 1,000
Sul América \| Customer
Related Party Transaction [Line Items]
Revenue	$ 300	$ 1,300
Sharecare Brasil Servicios de Consultoria, Ltda \| Sul América
Related Party Transaction [Line Items]
Noncontrolling interest	49.00%

Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Narrative) (Details) $ in Millions	Mar. 31, 2024 USD ($)
Accounting Policies [Abstract]
Remaining performance obligations	$ 61.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations percentage to be recognized	91.00%
Unsatisfied performance obligations expected recognition period	24 months

Common Stock and Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Warrants Issued and Outstanding

As of March 31, 2024, the following warrants to purchase common stock were issued and outstanding:


Classification	Warrants Outstanding	Exercise Price per Share
Equity	1,278,746	$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, 2024 are as follows (in thousands, except share and per share amounts):


	Options Outstanding						Restricted Stock Units
	Number of Options	Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)		Number of Plan shares outstanding	Weighted-Average Grant Date Fair Value per share
Outstanding as of December 31, 2023	92,218,339	$	3.01	5.87	$	1,256	49,007,766	$	1.93
Granted	—	—					15,089,859	$	1.03
Exercised/Released	(40,278)	$	0.59		$	7	(7,674,699)	$	2.38
Cancelled/Forfeited	(2,685,153)	$	2.40				(661,764)	$	1.85
Outstanding as of March 31, 2024	89,492,908	$	3.03	5.58	$	260	55,761,162	$	1.62
Vested and/or exercisable as of March 31, 2024	73,764,072	$	1.88	5.24	$	260
Vested and/or exercisable as of December 31, 2023	73,902,493	$	1.89	5.49	$	1,256

Schedule of Restricted Stock Unit Activity

Stock option and restricted stock unit activity, prices, and values during the three months ended March 31, 2024 are as follows (in thousands, except share and per share amounts):


	Options Outstanding						Restricted Stock Units
	Number of Options	Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)		Number of Plan shares outstanding	Weighted-Average Grant Date Fair Value per share
Outstanding as of December 31, 2023	92,218,339	$	3.01	5.87	$	1,256	49,007,766	$	1.93
Granted	—	—					15,089,859	$	1.03
Exercised/Released	(40,278)	$	0.59		$	7	(7,674,699)	$	2.38
Cancelled/Forfeited	(2,685,153)	$	2.40				(661,764)	$	1.85
Outstanding as of March 31, 2024	89,492,908	$	3.03	5.58	$	260	55,761,162	$	1.62
Vested and/or exercisable as of March 31, 2024	73,764,072	$	1.88	5.24	$	260
Vested and/or exercisable as of December 31, 2023	73,902,493	$	1.89	5.49	$	1,256

Schedule of Share-Based Compensation Expense for Employee and Nonemployee Options


	Three Months Ended March 31,
	2024		2023
Cost of revenues	$	204	$	111
Sales and marketing	1,508		828
Product and technology	1,664		1,068
General and administrative	10,468		7,962
Total share-based compensation expense	$	13,844	$	9,969

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

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, 2024 (in thousands):


	March 31, 2024
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,470	$	—	$	—	$	10,470
Total cash equivalents at fair value	$	10,470	$	—	$	—	$	10,470

Liabilities
Warrant liabilities	$	317	$	—	$	—	$	317
Contingent consideration – other liabilities	—		—		101		101
Total liabilities at fair value	$	317	$	—	$	101	$	418

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, 2023	$	395
Re-measurement of contingent consideration	(294)
March 31, 2024	$	101

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2024
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.

Common Stock and Stockholders' Equity - Schedule of Warrants Issued and Outstanding (Details)	Mar. 31, 2024 $ / shares shares
Equity
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	1,278,746
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
Exercise price per share (in USD per share)	$ 11.50

Fair Value Measurements - Narrative (Details) - Warrants	Mar. 31, 2024 $ / 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

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

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, 2024 (in thousands):


	March 31, 2024
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,470	$	—	$	—	$	10,470
Total cash equivalents at fair value	$	10,470	$	—	$	—	$	10,470

Liabilities
Warrant liabilities	$	317	$	—	$	—	$	317
Contingent consideration – other liabilities	—		—		101		101
Total liabilities at fair value	$	317	$	—	$	101	$	418

The warrants 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, are 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 is classified within Level 3 as it is 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, 2023	$	395
Re-measurement of contingent consideration	(294)
March 31, 2024	$	101

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
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, 2024, the Company recognized income tax benefit of less than $0.1 million, primarily due to tax on foreign income. For the three months ended March 31, 2023, the Company recognized income tax benefit of less than $0.1 million, primarily due to tax on foreign income.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (35,144)	$ (35,005)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	13,331	14,781
Non-cash interest expense	68	254
Amortization of contract liabilities	0	(451)
Accretion of contract liabilities	0	68
Lease right-of-use assets expense	566	1,138
Change in fair value of warrant liability and contingent consideration	(379)	(138)
Share-based compensation	13,596	9,969
Deferred income taxes	(36)	59
Other	151	2,120
Changes in operating assets and liabilities:
Accounts receivable, net	2,842	(1,387)
Prepaid expenses and other assets	(3,747)	(5,795)
Accounts payable and accrued expenses	(10,422)	(10,608)
Operating lease liabilities	(635)	794
Deferred revenue	218	703
Net cash used in operating activities	(19,591)	(23,498)
Cash flows from investing activities:
Purchases of property and equipment	(51)	(368)
Capitalized internal-use software costs	(5,135)	(4,806)
Net cash used in investing activities	(5,186)	(5,174)
Cash flows from financing activities:
Payments for shares repurchased	(2,784)	(131)
Proceeds from exercise of common stock options	24	1,023
Payments on financing lease obligations	(285)	(370)
Net cash (used in) provided by financing activities	(3,045)	522
Effect of exchange rates on cash and cash equivalents	(45)	72
Net decrease in cash and cash equivalents	(27,867)	(28,078)
Cash and cash equivalents at beginning of period	128,187	182,508
Cash and cash equivalents at end of period	100,320	154,430
Supplemental disclosure of cash flow information:
Cash paid for interest	151	236
Cash paid for amounts included in the measurement of lease liabilities	626	1,336
Assets obtained in exchange for lease obligations	$ 0	$ 1,695

Nature of Business and Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Allowance for Doubtful Accounts
Allowance for doubtful accounts – beginning balance	$ 8,544	$ 7,197
Provision for doubtful accounts	411	1,869
Amounts written off and other adjustments	(607)	(640)
Allowance for doubtful accounts – ending balance	$ 8,348	$ 8,426

Nature of Business and Significant Accounting Policies - Contract Liabilities and Deferred Revenue (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 0	$ 451
Accrued liabilities and other liabilities	55,516		$ 65,706
Deferred revenue	5,735		5,517
Revenue recognized that was previously in deferred revenue	$ 1,200
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
Related Party
Disaggregation of Revenue [Line Items]
Accrued liabilities and other liabilities	$ 17,500		$ 17,500

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Goodwill and Other Intangible Assets - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Definite-lived, intangible assets
Cost	$ 333,955
Accumulated Amortization	(213,492)
Net	120,463
Intangible assets not subject to amortization
Intangible assets not subject to amortization	9,800
Total intangible assets
Total intangible assets, cost	343,755
Total intangible assets, accumulated amortization	(213,492)
Total intangible assets, net	130,263	$ 136,552
Internal-use software projects in process
Intangible assets not subject to amortization
Intangible assets not subject to amortization	4,770
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	62,926
Accumulated Amortization	(29,650)
Net	$ 33,276
Weighted Average Remaining Life	7 years 2 months 12 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (29,650)
Indefinite-lived, trade names
Definite-lived, intangible assets
Cost	3,549
Accumulated Amortization	(2,091)
Net	$ 1,458
Weighted Average Remaining Life	3 years 3 months 18 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (2,091)
Customer relationships
Definite-lived, intangible assets
Cost	77,849
Accumulated Amortization	(41,121)
Net	$ 36,728
Weighted Average Remaining Life	8 years 2 months 12 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (41,121)
Internal-use software
Definite-lived, intangible assets
Cost	189,631
Accumulated Amortization	(140,630)
Net	$ 49,001
Weighted Average Remaining Life	1 year 9 months 18 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (140,630)

Goodwill and Other Intangible Assets - Schedule of Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Estimated future amortization expense:
Remainder of 2024	$ 33,671
2025	31,239
2026	17,572
2027	10,104
2028	6,932
Thereafter	20,945
Net	$ 120,463

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Cumulative effect of adopting ASU 2016-13	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Accumulated Deficit Cumulative effect of adopting ASU 2016-13	Noncontrolling Interest	Redeemable Convertible Preferred Stock
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022									5,000,000
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2022									$ 58,205
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
Beginning balance (in shares) at Dec. 31, 2022			354,463,620
Beginning 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]
Stock options exercised (in shares)			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
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units (in shares)			(214,984)
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units	(396)			(396)
Net income (loss) attributable to Sharecare, Inc.	(34,659)					(34,659)
Other	(131)			(131)
Ending balance (in shares) at Mar. 31, 2023			356,289,293
Ending balance at Mar. 31, 2023	497,022		$ 35	1,130,199	(2,544)	(631,534)		866
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2023									5,000,000
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2023	58,205								$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Mar. 31, 2024									5,000,000
Redeemable convertible preferred stock, ending balance at Mar. 31, 2024	$ 58,205								$ 58,205
Beginning balance (in shares) at Dec. 31, 2023	353,430,357		353,430,357
Beginning balance at Dec. 31, 2023	$ 429,864		$ 35	1,157,737	(2,263)	(725,373)		(272)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)	40,278		40,278
Stock options exercised	$ 24			24
Common stock issued upon vesting of restricted stock units (in shares)			7,674,863
Common stock issued upon vesting of restricted stock units	0		$ 1	(1)
Issuance of warrants in connection with debt and revenue arrangements	27			27
Share-based compensation	13,866			13,866
Net income (loss) attributable to noncontrolling interest in subsidiaries	(57)							(57)
Currency translation adjustment	(282)				(288)			6
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units (in shares)			(2,573,225)
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units	(2,784)			(2,784)
Net income (loss) attributable to Sharecare, Inc.	$ (35,087)					(35,087)
Ending balance (in shares) at Mar. 31, 2024	358,572,273		358,572,273
Ending balance at Mar. 31, 2024	$ 405,571		$ 36	$ 1,168,869	$ (2,551)	$ (760,460)		$ (323)

Nature of Business and Significant Accounting Policies - Schedule of Other Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Re-measurement of contingent consideration	$ 294	$ 138
Re-measurement of warrant liabilities	85	0
Other	(11)	291
Total other income	$ 368	$ 429

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income (loss) attributable to Sharecare, Inc.	$ (35,087)	$ (34,659)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
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-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-Paragraph 10
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-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Common Stock and Stockholders' Equity - Schedule of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Options Outstanding - Number of Options
Outstanding, beginning (in shares)	92,218,339
Granted (in shares)	0
Exercised/released (in shares)	(40,278)
Cancelled/forfeited (in shares)	(2,685,153)
Outstanding, ending (in shares)	89,492,908	92,218,339
Vested and/or exercisable (in shares)	73,764,072	73,902,493
Options Outstanding - Weighted Average Exercise Price
Outstanding, beginning (in USD per share)	$ 3.01
Granted (in USD per share)	0
Exercised/released (in USD per share)	0.59
Cancelled/forfeited (in USD per share)	2.40
Outstanding, ending (in USD per share)	3.03	$ 3.01
Vested and/or exercisable (in USD per share)	$ 1.88	$ 1.89
Options, Additional Disclosures
Outstanding, weighted average remaining contractual term	5 years 6 months 29 days	5 years 10 months 13 days
Vested and/or exercisable, weighted average remaining contractual term	5 years 2 months 26 days	5 years 5 months 26 days
Outstanding, aggregate intrinsic value	$ 260	$ 1,256
Exercised, aggregate intrinsic value	7
Vested and/or exercisable, aggregate intrinsic value	$ 260	$ 1,256

Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Intangible assets and the related accumulated amortization for each class of intangible asset as of March 31, 2024 were as follows (in thousands):


	March 31, 2024
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	62,926	$	(29,650)	$	33,276	7.2
Trade name	3,549		(2,091)		1,458		3.3
Customer relationships	77,849		(41,121)		36,728		8.2
Internal-use software	189,631		(140,630)		49,001		1.8
Total definite-lived, intangible assets	$	333,955	$	(213,492)	$	120,463

Intangible assets not subject to amortization
Internal-use software projects in process	$	4,770	$	—	$	4,770
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	9,800		—		9,800
Total intangible assets	$	343,755	$	(213,492)	$	130,263

The following tables set forth the changes in the carrying amount of the Company’s goodwill for the period presented (in thousands):


December 31, 2023	$	192,037
Foreign currency translation adjustment	(177)
March 31, 2024	$	191,860

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. There have been no impairments of goodwill since the Company’s inception.

As a result of the sustained decline in the Company’s stock price and associated market capitalization, the Company performed an impairment test during the first quarter of 2024. The fair value of the reporting units for goodwill impairment testing was determined using both an income approach and market approach. The income approach was based on discounted projected future (debt-free) cash flows for each reporting unit. The discount rates applied to these cash flows were based on the weighted average cost of capital for each reporting unit, which takes market participant assumptions into consideration. For the market approach, we used both the guideline public company and similar transaction methods. The guideline public company method analyzes market multiples of revenue and EBITDA for a group of comparable public companies. Under the similar transactions method, valuation multiples are calculated utilizing actual transaction prices and revenue and EBITDA data from target companies deemed similar to the reporting unit. As a result of the interim test, the fair values of each of our reporting units exceeded their respective book values in excess of approximately 10%, and the Company determined there was no impairment. An increase of 100 basis points in the weighted average cost of capital or a decrease of 100 basis points in annual forecasted revenues would have resulted in a 3% and 9% decline in the fair value, respectively of our reporting units which would not have resulted in impairment.

Amortization expense for intangible assets during the three months ended March 31, 2024 and 2023 totaled $12.7 million and $14.0 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, 2024 (in thousands):


Year ending December 31:
Remainder of 2024	$	33,671
2025	31,239
2026	17,572
2027	10,104
2028	6,932
Thereafter	20,945
Total	$	120,463

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

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,
	2024		2023
Numerator
Net loss	$	(35,144)	$	(35,005)
Less: Net loss attributable to noncontrolling interests in subsidiaries	(57)		(346)
Net loss available to common stockholders	$	(35,087)	$	(34,659)

Denominator
Weighted-average common shares outstanding, basic and diluted	354,208,908		352,923,217
Net loss per share attributable to common stockholders, basic and diluted	$	(0.10)	$	(0.10)

Schedule of Potential Common Shares Equivalents Excluded from Computation of Diluted Net Loss Per Share

The Company excluded the following potential common share 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,
	2024	2023
Stock options and restricted stock units	2,660,077	30,951,366
Redeemable convertible preferred stock	5,000,000	5,000,000

Total	7,660,077	35,951,366

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 06, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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,
Entity Address, Address Line Two	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		362,409,958
Entity Central Index Key	0001816233
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
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

Net Loss Per Share - Narrative (Details) - shares	3 Months Ended
Net Loss Per Share - Narrative (Details) - shares	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities (in shares)	7,660,077	35,951,366
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities (in shares)	89,100,000	73,700,000
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities (in shares)	53,500,000	32,500,000

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, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	7,660,077	35,951,366
Stock options and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	2,660,077	30,951,366
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

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, 2024	Mar. 31, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 13,844	$ 9,969
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	204	111
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	1,508	828
Product and technology
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	1,664	1,068
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 10,468	$ 7,962

Balance Sheet Components (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accrued Expenses and Other Current Liabilities
Accrued expenses	$ 17,304	$ 15,546
Accrued compensation	10,506	16,235
Accrued media costs	2,506	5,168
Accrued taxes	1,509	1,837
Operating lease liabilities, current	1,684	1,826
Contract liability due to the Series A Preferred Stockholder	17,496	17,496
Accrued expenses due to the Series A Preferred Stockholder	3,255	6,084
Accrued other	1,256	1,514
Total accrued expenses and other current liabilities	$ 55,516	$ 65,706

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 100,320	$ 128,187
Accounts receivable, net (net of allowance for doubtful accounts of $8,348 and $8,544, respectively)	124,936	128,173
Other receivables	2,213	2,262
Prepaid expenses	9,875	6,007
Other current assets	2,814	3,178
Total current assets	240,158	267,807
Property and equipment, net	2,751	3,375
Other long-term assets	13,599	13,863
Intangible assets, net	130,263	136,552
Goodwill	191,860	192,037
Total assets	578,631	613,634
Current liabilities:
Accounts payable	45,530	45,388
Accrued expenses and other current liabilities (Note 3)	55,516	65,706
Deferred revenue	5,735	5,517
Total current liabilities	106,781	116,611
Warrant liabilities	317	403
Long-term debt	586	519
Other long-term liabilities	7,171	8,032
Total liabilities	114,855	125,565
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, 2024 and December 31, 2023	58,205	58,205
Stockholders’ equity:
Common stock $0.0001 par value; 600,000,000 and 600,000,000 shares authorized; 358,572,273 and 353,430,357 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	36	35
Additional paid-in capital	1,168,869	1,157,737
Accumulated other comprehensive loss	(2,551)	(2,263)
Accumulated deficit	(760,460)	(725,373)
Total Sharecare, Inc. stockholders’ equity	405,894	430,136
Noncontrolling interest in subsidiaries	(323)	(272)
Total stockholders’ equity	405,571	429,864
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$ 578,631	$ 613,634