Transaction Details - Sharecare Inc (NASDAQ: SHCR) has agreed to be acquired by investment firm Altaris LLC at a price of $1 43 per share in cash [1] - Following the transaction, Sharecare's shareholders will be cashed out and the company's shares will no longer be publicly traded [1] Investigation Overview - Kaskela Law LLC is investigating whether Sharecare's shareholders are receiving sufficient consideration for their shares [2] - The investigation also examines whether Sharecare's officers and/or directors breached their fiduciary duties or violated securities laws in agreeing to the $1 43 per share buyout price [2] - Notably, at least one stock analyst maintained a price target of over $2 00 per share for SHCR immediately prior to the transaction announcement [2] Legal Representation - Sharecare shareholders are encouraged to contact Kaskela Law LLC for additional information about the investigation and their legal rights [3] - Kaskela Law LLC specializes in representing investors in securities fraud, corporate governance, and merger & acquisition litigation [3]

Blue Zones Project Certification - Salinas, CA has achieved Blue Zones Community® certification, making it the first in Monterey County to earn this designation [1] - The certification recognizes Salinas' success in well-being transformation through the implementation of Blue Zones Project®, which integrates best practices in built environment, policy, and social connection [1] - The initiative was brought to Salinas by Salinas Valley Health, Taylor Farms, and Montage Health in 2018, engaging local leaders, volunteers, and organizations to improve community health [2] Health and Well-being Improvements - Salinas' overall community well-being score improved by 5.9 points since 2019, contrasting with a national downward trend [3] - Each point increase in well-being leads to approximately a 2% reduction in ER visits and hospital utilization, and a 1% reduction in total healthcare costs [3] - Residents reporting they are thriving in daily life rose from 58.8% to 66.6% [3] - 65.5% of individuals report at least 30 minutes of exercise three or more days per week, up from 56.2% in 2019 [3] - High cholesterol reports decreased by 54%, and tobacco use dropped to 2.8%, below state and national averages [3] - Nearly $21.7 million in additional funding was leveraged for well-being projects, and over $43.7 million in avoided medical and lost productivity costs were gained over the last five years [3] Community Engagement and Policy Impact - More than 18,500 individuals and 98 organizations participated in implementing Project programs and best practices [4] - Thirty-six new community policies, plans, and initiatives were implemented, improving built environment infrastructure, food systems, and tobacco use [4] - Twenty-five area schools integrated Blue Zones principles, encouraging healthy eating and physical activity [5] - Twenty-eight local restaurants added over 150 Blue Zones-inspired dishes, and 28 worksites implemented best practices to improve employee well-being [5] - Over 1,280 individuals attended purpose workshops, and residents generated over $250,000 through 5,600 volunteer hours [5] Future Plans and Sponsorship - Local leaders and volunteers will continue to champion Blue Zones Project as it expands across Monterey County, with certification reviews expected in Spring 2025 [7] - The initiative is supported by Salinas Valley Health, Taylor Farms, and Montage Health in collaboration with Sharecare, Inc and Blue Zones, LLC [7] About Blue Zones Project - Blue Zones Project® is a community-led well-being initiative designed to make healthy choices easier through permanent changes to a city's environment, policy, and social networks [8] - The project is based on research by Dan Buettner, who identified five cultures with the highest concentration of centenarians [8] - Currently, more than 75 communities across North America have joined Blue Zones Project, impacting over 4.5 million citizens [8]

Earnings Performance - Sharecare reported a quarterly loss of $0 04 per share, missing the Zacks Consensus Estimate of a loss of $0 03 per share, representing an earnings surprise of -33 33% [1] - The company's loss per share increased from $0 03 in the same quarter last year [1] - Over the last four quarters, Sharecare has surpassed consensus EPS estimates only once [2] Revenue Performance - Sharecare posted revenues of $94 27 million for the quarter ended June 2024, surpassing the Zacks Consensus Estimate by 4 55% [2] - This represents a decline from year-ago revenues of $110 35 million [2] - The company has topped consensus revenue estimates twice over the last four quarters [2] Stock Performance - Sharecare shares have gained approximately 26 9% since the beginning of the year, outperforming the S&P 500's gain of 11 5% [3] - The stock's immediate price movement will depend on management's commentary during the earnings call [3] Earnings Outlook - The current consensus EPS estimate for the coming quarter is -$0 02 on $97 63 million in revenues [7] - For the current fiscal year, the consensus EPS estimate is -$0 10 on $384 16 million in revenues [7] - The estimate revisions trend for Sharecare is mixed, translating into a Zacks Rank 3 (Hold) [6] Industry Context - Sharecare belongs to the Zacks Medical Services industry, which is currently in the bottom 41% of the 250 plus Zacks industries [8] - The top 50% of Zacks-ranked industries outperform the bottom 50% by a factor of more than 2 to 1 [8] Peer Comparison - Premier, Inc (PINC), another company in the Medical Services industry, is expected to report quarterly earnings of $0 49 per share, representing a year-over-year decline of 27 9% [9] - Premier, Inc's revenues are expected to be $311 82 million, down 8 4% from the year-ago quarter [9]

Revenue Opportunities and Growth Strategies - Sharecare's revenue opportunities from existing clients in high-cost areas represent a potential $1 billion revenue opportunity[91] - Sharecare aims to expand its existing client relationships by increasing engagement and enrollment through targeted marketing efforts[91] - The company is focused on cross-selling provider solutions to approximately 6,000 health system clients[92] - The company is actively investing in sales and marketing to acquire new clients across various sectors[91] - The company continues to explore acquisitions to drive growth and value, leveraging its expanding member base and client channels[95] Product Development and Innovation - The company launched Sharecare+, a digital-first advocacy solution, in January 2023 to enhance benefits navigation and clinical engagement[93] - Sharecare's platform is designed to integrate fragmented healthcare solutions into a comprehensive virtual care platform[79] - The company is committed to evolving its products to meet the changing demands of the digital healthcare industry, accelerated by the COVID-19 pandemic[94] - Sharecare's enterprise solutions cater to a diverse client base, including large employers and government organizations[81] Financial Performance and Revenue Trends - Revenue decreased by $16.1 million, or 15%, from $110.4 million in Q2 2023 to $94.3 million in Q2 2024, primarily due to declines in the enterprise channel[109] - Revenue decreased by $41.5 million, or 18%, from $226.6 million in 2023 to $185.1 million in 2024[119] - The enterprise channel revenue decreased by $17.9 million, or 28%, from $64.1 million in Q2 2023 to $46.2 million in Q2 2024, attributed to customer terminations and the shutdown of unprofitable operations[110] - The enterprise channel revenue decreased by $41.1 million, or 31%, from $134.2 million in 2023 to $93.1 million in 2024[120] - The provider channel revenue increased by $0.9 million, or 2%, from $58.2 million in 2023 to $59.1 million in 2024[120] Expenses and Cost Management - Costs of revenue decreased by $11.8 million, or 19%, from $62.9 million in Q2 2023 to $51.2 million in Q2 2024, due to revenue decreases and optimization efforts[111] - Sales and marketing expenses decreased by $1.4 million, or 9%, from $15.0 million in Q2 2023 to $13.6 million in Q2 2024, driven by reduced headcount and sponsorship costs[112] - Product and technology expenses decreased by $2.3 million, or 14%, from $17.0 million in Q2 2023 to $14.7 million in Q2 2024, due to lower labor costs and amortization of a non-cash asset[113] - General and administrative expenses increased by $4.3 million, or 12%, from $35.4 million in Q2 2023 to $39.7 million in Q2 2024, influenced by increased share-based compensation and legal costs related to a pending merger[114] - Depreciation and amortization increased by $2.1 million, or 15%, from $14.2 million in Q2 2023 to $16.3 million in Q2 2024, primarily due to new software being placed into service[115] Merger and Acquisition Activities - The pending merger with Altaris is expected to complete in the second half of 2024, subject to stockholder approval and other closing conditions[88] - The completion of the merger is subject to customary closing conditions, including stockholder approval and regulatory clearances[86] - The company has agreed to a termination fee of $17.7 million under specified limited circumstances as part of the Merger Agreement[147] - The company may be obligated to pay a termination fee of $17.7 million under certain circumstances related to the Merger Agreement[154] - The company incurred $4.730 million in acquisition-related costs for the three months ended June 30, 2024, compared to $267,000 for the same period in 2023, showing a substantial rise in costs associated with acquisitions[140] Cash Flow and Financial Position - The company had $85.2 million in cash and cash equivalents as of June 30, 2024, with $52.4 million available for borrowing under the Revolving Facility[146] - The company believes its cash on hand will be sufficient to meet its operating cash flow and working capital needs in the short term[148] - Net cash used in operating activities for the six months ended June 30, 2024 was $23.6 million, an increase of $2.4 million from $21.2 million in the same period of 2023[150] - Net cash used in investing activities for the six months ended June 30, 2024 was $15.7 million, compared to $15.2 million for the same period in 2023[151] - Net cash used in financing activities for the six months ended June 30, 2024 was $3.6 million, primarily due to share repurchases of $3.7 million[153] Market Risks and Future Outlook - The company has been exposed to market risks such as interest rate, foreign currency exchange, and financial instrument risks, although currently these risks are not material to its financial condition or results of operations[175] - Future exposure to market risks may increase as the business continues to evolve[175] - The company expects capital expenditures and working capital requirements to continue to increase in the immediate future as it seeks to expand its solution offerings[148] Adjusted Financial Metrics - Adjusted EBITDA is used by management to assess operating performance, excluding various non-recurring costs[127] - Adjusted EBITDA for the three months ended June 30, 2024, was $7,000, while for the same period in 2023, it was $3,288, indicating a significant improvement[140] - Adjusted net loss for the six months ended June 30, 2024, was $27.438 million, compared to $20.826 million for the same period in 2023, reflecting an increase of approximately 31.5%[140] - The adjusted loss per share for the three months ended June 30, 2024, was $(0.04), compared to $(0.03) for the same period in 2023, reflecting a slight increase in loss per share[140] Legal and Compliance Matters - The company is pursuing recovery of $50 million in fees from a customer in a contract dispute, which has negatively impacted financial results[97] - Non-operating, non-recurring costs included legal matters and ERP implementation costs, which are not expected to recur in the foreseeable future[128][130]

Revenue and Financial Performance - Revenue for Q2 2024 was $94.3 million, a decrease of $16.1 million (14.6%) compared to $110.4 million in Q2 2023[2] - Revenue for Q2 2024 decreased to $94.265 million from $110.353 million in Q2 2023, a decline of 14.6%[25] - Net loss attributable to Sharecare increased to $42.0 million in Q2 2024 from $35.1 million in Q2 2023, with an adjusted net loss of $14.1 million after excluding non-cash and non-operational expenses[2] - Net loss for Q2 2024 widened to $42.037 million compared to $35.143 million in Q2 2023[25] - Net loss for Q2 2024 was $42.0 million, compared to $35.6 million in Q2 2023, representing an 18% increase in losses[27] - Adjusted net loss for Q2 2024 was $14.1 million, compared to $10.2 million in Q2 2023[28] - Adjusted net loss per share increased to $0.04 in Q2 2024 from $0.03 in Q2 2023, excluding non-cash and non-operational amounts[2] - Adjusted loss per share was $0.04 in Q2 2024, compared to $0.03 in Q2 2023[28] - Net loss per share attributable to common stockholders was $0.12 in Q2 2024, compared to $0.10 in Q2 2023[25] Adjusted EBITDA and Operational Metrics - Adjusted EBITDA was near break-even in Q2 2024, compared to $3.3 million in Q2 2023, reflecting a decrease of $3.3 million[2] - Adjusted EBITDA for Q2 2024 was $7.0 million, a significant decrease from $3.3 million in Q2 2023[27] Costs and Expenses - Total costs and operating expenses for Q2 2024 were $135.418 million, down from $144.497 million in Q2 2023[25] - Non-operating, non-recurring costs in Q2 2024 included $1.8 million related to legal matters and contractual obligations with a financially distressed vendor[8] - Non-operating, non-recurring costs for Q2 2024 were $1.8 million, primarily related to legal matters and vendor obligations[28] - Reorganizational and severance costs in Q2 2024 amounted to $2.6 million, part of the company's globalization and cost-saving initiatives[13] - Reorganizational and severance costs decreased to $2.6 million in Q2 2024, down 69% from $8.2 million in Q2 2023[27] - Global workforce restructuring costs decreased to $1.8 million in Q2 2024, down 75% from $7.3 million in Q2 2023[28] - Acquisition-related costs in Q2 2024 were $4.7 million, reflecting expenses tied to the pending acquisition by Altaris[2] - Acquisition-related costs surged to $4.7 million in Q2 2024, compared to $0.3 million in Q2 2023, primarily due to pending Merger expenses[27] - Share-based compensation increased to $15.8 million in Q2 2024, up 30% from $12.1 million in Q2 2023[27] Balance Sheet and Cash Flow - Cash and cash equivalents decreased to $85.151 million as of June 30, 2024, from $128.187 million at the end of 2023[26] - Accounts receivable increased slightly to $130.519 million as of June 30, 2024, from $128.173 million at the end of 2023[26] - Total assets decreased to $560.202 million as of June 30, 2024, from $613.634 million at the end of 2023[26] - Total liabilities decreased to $122.395 million as of June 30, 2024, from $125.565 million at the end of 2023[26] - Accumulated deficit increased to $802.497 million as of June 30, 2024, from $725.373 million at the end of 2023[26] Shareholder and Stock Information - Weighted-average common shares outstanding increased to 360,401,283 in Q2 2024 from 354,049,808 in Q2 2023[25] - Weighted-average common shares outstanding increased to 360.4 million in Q2 2024, up 1.8% from 354.0 million in Q2 2023[28] Strategic Initiatives and Acquisitions - Sharecare successfully launched a new platform for Medicaid, reaching 750,000 members on July 1, 2024, as part of its Enterprise channel strategy[1] - The company entered into a definitive agreement to be acquired by Altaris, LLC, with Sharecare stockholders to receive $1.43 per common share upon closing, expected by the end of 2024[3][4] - Sharecare will not host an earnings conference call or provide financial guidance for Q2 2024 due to the pending acquisition by Altaris[5]

Financial Performance - Revenue for Q2 2024 was $94.3 million, a decrease of $16.1 million (14.6%) compared to $110.4 million in Q2 2023 [4] - Net loss attributable to Sharecare increased to $42.0 million in Q2 2024 from $35.1 million in Q2 2023, an increase of $6.9 million [4] - Adjusted EBITDA was near break-even in Q2 2024, compared to $3.3 million in Q2 2023, a decrease of $3.3 million [4] - Net loss per share increased to $0.12 in Q2 2024 from $0.10 in Q2 2023, an increase of $0.02 [4] - Adjusted net loss per share was $0.04 in Q2 2024, compared to $0.03 in Q2 2023, an increase of $0.01 [4] Strategic Developments - The company successfully launched a new platform for Medicaid, reaching 750,000 members on July 1, 2024, as part of its Enterprise channel strategy [2] - The company is focused on accelerating growth and maximizing profitability by delivering proven solutions at higher operating margins while investing in innovation to drive consumerism in healthcare [5] - Sharecare entered into a definitive agreement to be acquired by an affiliate of Altaris, LLC, with Sharecare stockholders receiving $1.43 in cash per common share upon closing, expected by the end of 2024 [6] Non-GAAP Financial Measures - Adjusted EBITDA, adjusted net loss, and adjusted loss per share are used to evaluate ongoing operations and for internal planning and forecasting purposes [8] - Adjusted EBITDA excludes items such as depreciation, amortization, interest income/expense, share-based compensation, and non-operating, non-recurring costs [11] - Adjusted net loss excludes amortization of acquired intangibles, share-based compensation, and non-operating, non-recurring costs [20] - Adjusted loss per share is calculated as adjusted net loss divided by the weighted average common shares outstanding [21] Operational Costs and Adjustments - Non-operating, non-recurring costs for Q2 2024 included $1.8 million in legal matters and $0.2 million related to a financially distressed vendor [12][32] - Reorganizational and severance costs for Q2 2024 were $2.6 million, primarily related to globalizing the workforce and severance [17][34] - Acquisition-related costs for Q2 2024 were $4.7 million, primarily associated with the pending merger with Altaris [4][34]

Company Transactions - Sharecare Inc (NASDAQ: SHCR) is being sold to an affiliate of Altaris LLC for $1 43 per share in cash [1] - Morphic Holding Inc (NASDAQ: MORF) is being sold to Eli Lilly and Company for $57 00 per share in cash [2] Legal Investigation - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the transactions of Sharecare Inc and Morphic Holding Inc [1][2] - The law firm may seek increased consideration for shareholders additional disclosures or other relief on behalf of shareholders [3] Shareholder Rights - Shareholders of Sharecare Inc and Morphic Holding Inc are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options [4] - Halper Sadeh LLC represents investors worldwide in cases of securities fraud and corporate misconduct [4]

Law Firm Overview - Monteverde & Associates PC is a national class action securities firm with a successful track record in trial and appellate courts, including the US Supreme Court [1] - The firm has recovered money for shareholders and is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report [3] - The firm is headquartered at the Empire State Building in New York City [3] Sharecare Merger Investigation - Monteverde & Associates PC is investigating Sharecare Inc (Nasdaq SHCR) relating to its proposed merger with an affiliate of Altaris LLC [3] - Under the terms of the agreement, Sharecare shareholders are expected to receive $1 43 in cash per share of common stock they own [3] Contact Information - The firm can be contacted through Juan Monteverde, Esq at the Empire State Building, 350 Fifth Ave Suite 4740, New York, NY 10118 [5] - Contact methods include email at jmonteverde@monteverdelaw com and telephone at (212) 971-1341 [5]

NEW YORK, July 10, 2024 (GLOBE NEWSWIRE) -- Halper Sadeh LLC, an investor rights law firm, is investigating the following companies for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders relating to: Desktop Metal, Inc. (NYSE: DM)'s sale to Nano Dimension Ltd. for $5.50 per share. If you are a Desktop Metal shareholder, click here to learn more about your rights and options. Shareholders are encouraged to contact the firm free of charge to discuss their l ...

NEW YORK, June 22, 2024 (GLOBE NEWSWIRE) -- Halper Sadeh LLC, an investor rights law firm, is investigating the following companies for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders relating to: MGO Global Inc. (NASDAQ: MGOL)'s merger with Heidmar, Inc. Under the terms of the proposed transaction, MGO shareholders will receive one registered common share of a newly incorporated Marshall Islands company for each share of MGO's common stock they own. M ...