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Subsequent Events
6 Months Ended
Jun. 30, 2021
Subsequent Events [Abstract]  
Subsequent Events

14. Subsequent Events

As described in Note 10, we held 159,309 shares of common stock of Legacy Sharecare as of June 30, 2021.  As a result of Legacy Sharecare’s business combination with FCAC on July 1, 2021, our shares of common stock of Legacy Sharecare were converted into shares of common stock of Sharecare (“Sharecare Common Stock”), with 2.4% of such shares being converted into and paid to us in cash.  Consequently, in July 2021, we received $2.7 million in cash as well as 11,079,331 shares of Sharecare Common Stock (“Sharecare Investment”).  Our cost basis in the Sharecare Investment is $10.5 million or $0.95 average cost per share.  Sharecare Common Stock began trading on The Nasdaq Stock Market LLC on July 2, 2021 under the trading symbol “SHCR”.  The Sharecare Investment is subject to restrictions on resale, including a customary lockup period.  The lockup period continues until the earlier of one year after the effective time of the Sharecare Transaction or such other time at which the Sharecare Common Stock trades at a certain minimum price for 20 trading days in any 30-day trading period beginning on or after November 28, 2021.  In addition, between December 28, 2021 and March 27, 2022 (the “First Sale Window”), we are permitted to sell up to 750,000 shares.  Between March 28, 2022 and July 1, 2022, we may sell up to 750,000 shares plus any portion of the 750,000 shares we were permitted to, but did not, sell during the First Sale Window.

Beginning in July 2021, we measure the Sharecare Investment at fair value and classify it as a Level 1 asset within the fair value hierarchy. As required under ASC 321, “Investments – Equity Securities”, we recognize any changes in fair value of the Sharecare Investment in net income as unrealized gains or losses.  In addition, in July 2021, we recorded a realized gain of $2.5 million in non-operating income based on the $2.7 million cash proceeds received from the Sharecare Transaction.  

 

At June 30, 2021, we provided a valuation allowance for $149.6 million of deferred tax assets related to capital loss carryforwards.  We expect to reverse a portion of such valuation allowance in the third quarter of 2021 based on the positive evidence provided by both the realized and anticipated capital gains from the disposal of the Sharecare Investment that will be available to utilize these capital loss carryforwards.  The majority of these capital loss carryforwards expire on December 31, 2025, if unused.  We expect to dispose of the Sharecare Investment prior to the expiration of the capital loss carryforwards.