Executive Summary

Q2 revenue declined 14.6% year over year to $94.3M, with GAAP net loss per share widening to $0.12; adjusted EBITDA was near breakeven ($7K), and adjusted loss per share was $0.04 .
Sequentially, revenue improved vs Q1 ($90.9M) but remained below Q4 2023 ($105.3M); gross margin expanded to ~45.7% in Q2 from ~43.8% in Q1 .
The company will not provide guidance or host an earnings call due to the pending acquisition by Altaris; HSR waiting period expired Aug 8, with closing targeted by end of 2024, subject to shareholder approval and other conditions .
Strategic execution milestones: Medicaid platform launched July 1 to ~750,000 members; management emphasized growth across Provider and Life Sciences and focus on higher-margin delivery .

What Went Well and What Went Wrong

What Went Well

Medicaid platform launched July 1 to ~750,000 members; CEO sees opportunity to drive activation, engagement, and scale across new verticals: “purpose-built for Medicaid… leveraging our highly configurable digital capabilities, data, and services” .
CFO highlighted growth in Provider and Life Sciences channels in Q2 and a 2H focus on “accelerate growth and maximize profitability by delivering our proven solutions at higher operating margins” .
Gross margin improved to ~45.7% in Q2 (gross profit $43.1M / revenue $94.3M) vs ~43.8% in Q1 and ~42.9% in Q2’23, indicating mix/efficiency benefits despite lower revenue .

What Went Wrong

Revenue down 14.6% YoY to $94.3M, and GAAP net loss widened to $42.0M (loss/share $0.12), reflecting stock comp ($15.8M), reorg/severance ($2.6M), acquisition-related ($4.7M), and other non-cash/non-operational items .
Adjusted EBITDA declined vs Q2’23 ($3.3M) to near breakeven, with continued restructuring/globalization and legal/vendor-related non-recurring costs impacting results .
No guidance and no earnings call amid the Altaris merger process, limiting near-term visibility and sell-side engagement .

Financial Results

Metric	Q2 2023	Q4 2023	Q1 2024	Q2 2024
Revenue ($USD Millions)	$110.353	$105.276	$90.861	$94.265
GAAP Diluted EPS ($)	$(0.10)	$(0.10)	$(0.10)	$(0.12)
Adjusted EBITDA ($USD Millions)	$3.288	$2.984	$(2.725)	$0.007
Adjusted EPS ($)	$(0.03)	$(0.03)	$(0.04)	$(0.04)
Gross Profit ($USD Millions)	$47.405 (110.353−62.948)	$45.938 (105.276−59.338)	$39.740 (90.861−51.121)	$43.115 (94.265−51.150)
Gross Margin %	42.9% (47.405/110.353)	43.6% (45.938/105.276)	43.8% (39.740/90.861)	45.7% (43.115/94.265)

Notes:

Q2’24 adjusted net loss $(14.1)M and adjusted loss/share $(0.04) .
Non-GAAP reconciliations include share-based compensation, reorg/severance, legal/vendor, and acquisition-related add-backs; adjusted EBITDA now includes exited contract and lease termination costs, per SEC guidance .

Segment breakdown (not disclosed):

Segment	Q2 2024 Commentary
Enterprise	Platform launched for Medicaid; positive progress; no quantitative revenue disclosed
Provider	Management cited top/bottom-line growth; no quantitative revenue disclosed
Life Sciences	Management cited top/bottom-line growth; no quantitative revenue disclosed

KPIs and Balance Sheet Highlights:

KPI ($USD Millions unless noted)	Q4 2023	Q1 2024	Q2 2024
Cash & Cash Equivalents	$128.187	$100.320	$85.151
Accounts Receivable, net	$128.173	$124.936	$130.519
Deferred Revenue	$5.517	$5.735	$5.365
Total Assets	$613.634	$578.631	$560.202
Total Liabilities	$125.565	$114.855	$122.395

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Revenue	FY 2024	No guidance (strategic review)	No guidance (pending Altaris acquisition; no call)	Maintained no guidance
Adjusted EBITDA	FY 2024	No guidance	No guidance	Maintained no guidance
Any other metrics	FY 2024	None provided	None provided	Maintained

Earnings Call Themes & Trends

Table reflects narrative evolution across Q4 2023, Q1 2024, and current Q2 2024. Note: No Q2 call held.

Topic	Previous Mentions (Q4 2023 and Q1 2024)	Current Period (Q2 2024)	Trend
Strategic Review / M&A	Q4: strategic review ongoing; no guidance	Definitive agreement to be acquired by Altaris for $1.43/share; HSR waiting period expired Aug 8; closing targeted by end-2024	Progressed from review to signed deal; regulatory milestone achieved
Medicaid & New Verticals	Q1: Medicaid platform launching July 1 to ~750k members	Platform launched July 1 to ~750k members; expansion into additional verticals highlighted	Execution milestone achieved; scaling focus
Cost Optimization / Globalization	Q4: ~$30M annualized savings; adjusted EBITDA methodology recast	Continued reorg/severance costs; adjusted EBITDA includes exited contract/lease costs per SEC guidance	Ongoing cost program; transparency on non-GAAP add-backs

Management Commentary

CEO Brent Layton: “We began the second half of 2024… with the successful launch of our new platform purpose-built for Medicaid to 750,000 members on July 1… leveraging our highly configurable digital capabilities, data, and services” .
CFO/President Justin Ferrero: “We continued to drive top and bottom-line growth across our Provider and Life Sciences channels… focus for the second half of the year is to accelerate growth and maximize profitability by delivering our proven solutions at higher operating margins” .
Non-GAAP policy clarification: Adjusted EBITDA now includes costs related to exited contracts, abandoned leases, and certain staff reorganization expenses, aligning with SEC guidance .

Q&A Highlights

No earnings call or Q&A held in conjunction with Q2 2024 due to the pending Altaris acquisition and decision not to host a conference call .

Estimates Context

Wall Street consensus (S&P Global) for Q2 2024 EPS and revenue was unavailable via our SPGI feed for SHCR at this time; therefore, we cannot benchmark actuals vs consensus. As a result, estimate comparisons are not provided. If needed, we can refresh once CIQ mapping is available.

Key Takeaways for Investors

Revenue stabilized sequentially with improved gross margins; however, GAAP losses remain elevated due to non-cash and non-operational items (stock comp, reorg, acquisition-related costs) .
Adjusted EBITDA near breakeven underscores cost discipline and margin focus, but non-GAAP add-backs remain material; monitor future normalization post-transaction .
Strategic execution: Medicaid platform launch to ~750k members is a tangible growth vector; management is prioritizing higher-margin delivery and enterprise expansion .
Corporate action dominates near-term narrative: $1.43/share Altaris cash deal with HSR waiting period expired; closing targeted by end-2024 subject to shareholder approval and other conditions—key stock catalyst and arb considerations .
Liquidity trending lower (cash $85.2M vs $128.2M at YE’23); watch working capital dynamics and transaction-related costs as the deal progresses .
Absent guidance and no call reduces near-term visibility; investors should rely on filed reconciliations and merger disclosures for updates .
Post-close private ownership may shift focus to operational efficiency and profitable growth; near-term price anchored by deal terms and closing risk .

Sources: Q2 2024 earnings press release and 8-K (Aug 9, 2024) ; Q1 2024 8-K (May 9, 2024) ; Q4 2023 8-K (Mar 28, 2024) ; Altaris definitive agreement 8-K (Jun 21, 2024) .

Sharecare, Inc. (SHCR)·Q2 2024 Earnings Summary