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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to________
Commission File Number: 001-39037
SMILEDIRECTCLUB, INC.
(Exact name of registrant as specified in its charter)
Delaware83-4505317
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
414 Union Street37219
Nashville,TN(Zip Code)
(Address of principal executive offices)
(800) 342-0462
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.0001 per share
SDC
The NASDAQ Stock Market LLC



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No





Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐  Yes  No
The registrant has the following number of shares outstanding of each of the registrant’s classes of common stock as of August 4, 2022:
Class A Common Stock: 121,134,398    
Class B Common Stock: 268,823,501





TABLE OF CONTENTS
PART I
Item 1
Condensed Consolidated Balance Sheets at June 30, 2022 (Unaudited) and December 31, 2021

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)
Condensed Consolidated Statements of Other Comprehensive Loss for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)
Condensed Consolidated Statements of Changes in Equity (Deficit) for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)


Item 2
Item 3
Item 4
PART II
Item 1
Item 1A
Item 6




CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of SmileDirectClub, Inc. (“SmileDirectClub,” “Company,” “us,” “we,” or “our”) contains forward-looking statements. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond our control. For more information regarding these risks and uncertainties as well as certain additional risks that we face, refer to “Risk Factors” as well as the factors more fully described in “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in this report and in our Annual Report on Form 10-K for the year ended December 31, 2021. Among the factors that could cause our financial performance to differ materially from that suggested by the forward-looking statements are:

our ability to effectively manage our core growth initiatives; 

our ability to effectively execute our business strategies, implement new initiatives, and improve efficiency; 

our sales and marketing efforts; 

our manufacturing capacity and performance and our ability to reduce the per unit production cost of our clear aligners; 

our ability to obtain regulatory approvals for any new or enhanced products; 

our estimates regarding revenues, expenses, capital requirements, and needs for additional financing; 

our ability to effectively market and sell, consumer acceptance of, and competition for our clear aligners in new markets; 

our relationships with retail partners and insurance carriers; 

our research, development, commercialization, and other activities and projected expenditures; 

changes or errors in the methodologies, models, assumptions, and estimates we use to prepare our financial statements, make business decisions, and manage risks; 

our current business model is dependent, in part, on current laws and regulations governing remote healthcare and the practice of dentistry, and changes in those laws, regulations, or interpretations that are inconsistent with our current business model could have a material adverse effect on our business; 

our relationships with our freight carriers, suppliers, and other vendors; 

our ability to maintain the security of our operating systems and infrastructure (e.g., against cyberattacks); 

the adequacy of our risk management framework; 

our cash needs, including with respect to our debt services requirements, and ability to raise additional capital, if needed; 

our ability to remain in compliance with our debt covenants
1





our intellectual property position; 

our exposure to claims and legal proceedings;

our ability to manage the COVID-19 pandemic, including the protracted duration of COVID-19 and the potential resurgence of COVID-19 infections, through voluntary and regulatory containment measures and the related impacts on our business;

our ability to gauge the impact of COVID-19 and related potential disruptions to the operations of our suppliers, freight carriers and retail partners, including social and economic constraints, tariffs and trade barriers, facilities closures, labor instability, and capacity reduction;

our ability to manage macroeconomic pressures and increasing inflation on our core customer; and

other factors and assumptions described in this Quarterly Report on Form 10-Q.

If one or more of the factors affecting our forward-looking information and statements proves incorrect, our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements. Therefore, we caution not to place undue reliance on any forward-looking information or statements. The effect of these factors is difficult to predict. Factors other than these also could adversely affect our results, and the reader should not consider these factors to be a complete set of all potential risks or uncertainties. New factors emerge from time to time, and management cannot assess the impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements only speak as of the date of this document, and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission (“SEC”) as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.

2




PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

SmileDirectClub, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share amounts)

June 30,December 31,
20222021
ASSETS
Cash $158,264 $224,860 
Accounts receivable, net
166,528 184,558 
Inventories43,110 40,803 
Prepaid and other current assets23,816 17,519 
Total current assets391,718 467,740 
Accounts receivable, net, non-current
55,093 59,210 
Property, plant and equipment, net210,574 227,201 
Operating lease right-of-use assets
23,825 24,927 
Other assets19,350 15,480 
Total assets$700,560 $794,558 
LIABILITIES AND EQUITY (DEFICIT)
Accounts payable$33,780 $19,922 
Accrued liabilities91,062 122,066 
Deferred revenue17,352 20,258 
Current portion of long-term debt6,189 10,997 
Other current liabilities5,921 4,997 
Total current liabilities154,304 178,240 
Long-term debt, net of current portion785,961 729,973 
Operating lease liabilities, net of current portion18,482 20,352 
Other long-term liabilities349 347 
Total liabilities959,096 928,912 
Equity (Deficit)
Class A common stock, par value $0.0001 and 120,995,922 shares issued and outstanding at June 30, 2022 and 119,280,781 shares issued and outstanding at December 31, 2021
12 12 
Class B common stock, par value $0.0001 and 268,823,501 shares issued and outstanding at June 30, 2022 and 269,243,501 shares issued and outstanding at December 31, 2021
27 27 
Additional paid-in-capital460,820 448,867 
Accumulated other comprehensive income967 293 
Accumulated deficit(338,207)(295,321)
Noncontrolling interest(399,775)(305,852)
Warrants17,620 17,620 
Total equity (deficit)
(258,536)(134,354)
Total liabilities and equity (deficit)
$700,560 $794,558 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.
4


SmileDirectClub, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)

Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Revenue, net$116,802 $162,587 $259,314 $351,389 
Financing revenue8,994 11,594 18,128 22,253 
Total revenues125,796 174,181 277,442 373,642 
Cost of revenues34,075 45,860 77,141 93,821 
Gross profit91,721 128,321 200,301 279,821 
Marketing and selling expenses71,191 95,943 167,902 193,066 
General and administrative expenses72,320 85,042 143,113 166,120 
Lease abandonment and impairment of long-lived assets  1,232  
Restructuring and other related costs3,168 536 14,700 1,664 
Loss from operations
(54,958)(53,200)(126,646)(81,029)
Interest expense4,454 1,939 6,010 19,505 
Loss on extinguishment of debt
   47,631 
Other expense
5,818 130 7,241 1,042 
Net loss before provision for income tax expense (benefit)
(65,230)(55,269)(139,897)(149,207)
Provision for income tax expense (benefit)
256 (12)(1,207)1,695 
Net loss
(65,486)(55,257)(138,690)(150,902)
Net loss attributable to noncontrolling interest
(45,181)(38,377)(95,804)(105,113)
Net loss attributable to SmileDirectClub, Inc.
$(20,305)$(16,880)$(42,886)$(45,789)
Earnings (loss) per share of Class A common stock:
Basic
$(0.17)$(0.14)$(0.36)$(0.39)
Diluted
$(0.17)$(0.14)$(0.36)$(0.39)
Weighted average shares outstanding:
Basic
120,818,400118,344,050120,507,211 117,656,599
Diluted
389,665,923387,609,677389,483,239 387,246,120

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

5


SmileDirectClub, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)

Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Net loss
$(65,486)$(55,257)$(138,690)$(150,902)
Other comprehensive income (loss):
Foreign currency translation adjustment1,654 (252)2,170 (83)
Comprehensive loss
(63,832)(55,509)(136,520)(150,985)
Comprehensive loss attributable to noncontrolling interests
(44,041)(38,552)(94,308)(105,170)
Comprehensive loss attributable to SmileDirectClub, Inc.
$(19,791)$(16,957)$(42,212)$(45,815)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

6



SmileDirectClub, Inc.
Condensed Consolidated Statements of Changes in Equity (Deficit) (Unaudited)
(in thousands, except share data and per share amounts)


SmileDirectClub, Inc. Stockholders Equity
Class A SharesClass B SharesClass A AmountClass B AmountAdditional Paid-in CapitalWarrantsAccumulated DeficitNoncontrolling InterestAccumulated Other Comprehensive Income (Loss)Total
March 31, 2021117,893,041 269,272,682 $12 $27 $424,563 $17,620 $(221,788)$(140,175)$(51)$80,208 
Net loss— — — — — — (16,880)(38,377)— (55,257)
Issuance of Class A shares in connection with equity-based awards666,613 — — — — — — — — — 
Exchange of Class B common stock for Class A common stock29,181 (29,181)— — (13)— — 13 —  
Issuance of shares in connection with stock purchase plan83,574 — — — 632 — — — — 632 
Equity-based compensation— — — — 12,008 — — — — 12,008 
Equity-based payments— — — — (3,220)— — — — (3,220)
Foreign currency translation adjustment— — — — — — — (175)(77)(252)
Other— — — — (43)— — — — (43)
Balance at
June 30, 2021
118,672,409 269,243,501 $12 $27 $433,927 $17,620 $(238,668)$(178,714)$(128)$34,076 
December 31, 2020115,429,319 270,908,566 $11 $27 $483,393 $17,620 $(192,879)$(73,932)$(102)$234,138 
Net loss— — — — — — (45,789)(105,113)— (150,902)
Issuance of Class A shares in connection with equity-based awards1,494,451 — 1 — (1)— — — —  
Exchange of Class B common stock for Class A common stock1,665,065 (1,665,065)— — (388)— — 388 —  
Issuance of shares in connection with stock purchase plan83,574 — — — 632 — — — — 632 
Equity-based compensation— — — — 27,167 — — — — 27,167 
Equity-based payments— — — — (7,263)— — — — (7,263)
Foreign currency translation adjustment— — — — — — — (57)(26)(83)
Capped call instruments— — — — (69,518)— — — — (69,518)
Other— — — — (95)— — — — (95)
Balance at
June 30, 2021
118,672,409 269,243,501 $12 $27 $433,927 $17,620 $(238,668)$(178,714)$(128)$34,076 









7



SmileDirectClub, Inc.
Condensed Consolidated Statements of Changes in Equity (Deficit) (Unaudited)
(in thousands, except share data and per share amounts)


SmileDirectClub, Inc. Stockholders Equity
Class A SharesClass B SharesClass A AmountClass B AmountAdditional Paid-in CapitalWarrantsAccumulated DeficitNoncontrolling InterestAccumulated Other Comprehensive Income (Loss)Total
Balance at
March 31, 2022
120,433,220 268,993,501 $12 $27 $452,153 $17,620 $(317,902)$(355,900)$453 $(203,537)
Net loss— — — — — — (20,305)(45,181)— (65,486)
Issuance of Class A shares in connection with equity-based awards392,702 — — — — — — — — — 
Exchange of Class B common stock for Class A common stock170,000 (170,000)— — (166)— — 166 —  
Issuance of shares in connection with stock purchase plan— — — — 429 — — — — 429 
Equity-based compensation— — — — 8,560 — — — — 8,560 
Equity-based payments— — — — (108)— — — — (108)
Foreign currency translation adjustment— — — — — — — 1,140 514 1,654 
Other— — — — (48)— — — — (48)
Balance at
June 30, 2022
120,995,922 268,823,501 $12 $27 $460,820 $17,620 $(338,207)$(399,775)$967 $(258,536)
Balance at
December 31, 2021
119,280,781 269,243,501 $12 $27 $448,867 $17,620 $(295,321)$(305,852)$293 $(134,354)
Net loss— — — — — — (42,886)(95,804)— (138,690)
Issuance of Class A shares in connection with equity-based awards1,295,141 —  —  — — — —  
Exchange of Class B common stock for Class A common stock420,000 (420,000)— — (385)— — 385 —  
Issuance of shares in connection with stock purchase plan— — — — 429 — — — — 429 
Equity-based compensation— — — — 13,866 — — — — 13,866 
Equity-based payments— — — — (1,955)— — — — (1,955)
Foreign currency translation adjustment— — — — — — — 1,496 674 2,170 
Other— — — — (2)— — — — (2)
Balance at
June 30, 2022
120,995,922 268,823,501 $12 $27 $460,820 $17,620 $(338,207)$(399,775)$967 $(258,536)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.
8


SmileDirectClub, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Six Months Ended June 30,
20222021
Operating Activities
Net loss
$(138,690)$(150,902)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization38,496 33,169 
Deferred loan cost amortization2,329 3,041 
Equity-based compensation13,866 27,167 
Loss on extinguishment of debt
 47,631 
Paid in kind interest expense
 3,324 
Asset impairment and related charges6,300  
Other non-cash operating activities1,102 798 
Changes in operating assets and liabilities:
Accounts receivable22,147 3,726 
Inventories(2,307)(3,701)
Prepaid and other current assets(6,377)(6,572)
Accounts payable16,726 (11,998)
Accrued liabilities(29,790)(2,990)
Deferred revenue
(2,906)(2,044)
Net cash used in operating activities
(79,104)(59,351)
Investing Activities
Purchases of property, equipment, and intangible assets(32,872)(45,303)
Net cash used in investing activities
(32,872)(45,303)
Financing Activities
Repurchase of Class A shares to cover employee tax withholdings(2,340)(6,260)
Proceeds from stock purchase plan429 632 
Repayment of HPS Credit Facility (396,497)
Payment of extinguishment costs (37,701)
Borrowings of long-term debt54,920 747,500 
Payments of issuance costs(5,426)(21,179)
Purchase of capped call transactions (69,518)
Final payment of Align arbitration (43,400)
Principal payments on long-term debt (4,609)
Payments of finance leases(4,808)(5,182)
Other
2,553 (83)
Net cash provided by financing activities
45,328 163,703 
Effect of exchange rates change on cash and cash equivalents52 875 
Increase (decrease) in cash
(66,596)59,924 
Cash at beginning of period
224,860 316,724 
Cash at end of period
$158,264 $376,648 

The accompanying notes are an integral part of these interim condensed consolidated financial statements.
9



SmileDirectClub, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(in thousands, except share/unit data and per share/unit amounts)

Note 1—Organization and Basis of Presentation

Organization

SmileDirectClub, Inc. was formed on April 11, 2019 with no operating assets or operations as a Delaware corporation for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of SDC Financial LLC and its subsidiaries. Unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “SmileDirectClub,” and similar references refer to SmileDirectClub, Inc. and its consolidated subsidiaries, including SDC Financial LLC and its subsidiaries. “SDC Financial” refers to SDC Financial LLC and “SDC Inc.” refers to SmileDirectClub, Inc. The Company is engaged by its network of doctors to provide a suite of non-clinical administrative support services, including access to and use of its SmileCheck platform, as a dental support organization. For purposes of these notes to condensed consolidated financial statements (unaudited), the Company’s affiliated network of dentists and orthodontists is included in the definition of “we,” “us,” “our,” and the “Company” as it relates to any clinical aspect of the member’s treatment. All of the Company’s manufacturing operations are directly or indirectly conducted by Access Dental Lab, LLC (“Access Dental”), one of its operating subsidiaries.

SmileDirectClub is an oral care company and creator of the first MedTech platform for teeth straightening. Through the Company’s cutting-edge teledentistry technology and vertically integrated model, it is revolutionizing the oral care industry, from clear aligner therapy to its affordable, premium oral care product line. SmileDirectClub’s mission is to democratize access to a smile each and every person loves by making it affordable and convenient for everyone. SmileDirectClub is headquartered in Nashville, Tennessee and operates in the U.S., Costa Rica, Puerto Rico, Canada, Australia, United Kingdom, France, and Ireland.

SDC Inc. is a holding company. Its sole material asset is its equity interest in SDC Financial which, through its direct and indirect subsidiaries, conducts all of the Company’s operations. SDC Financial is a Delaware limited liability company and wholly owns SmileDirectClub, LLC (“SDC LLC”) (a Tennessee limited liability company) and Access Dental (a Tennessee limited liability company). Because SDC Inc. is the managing member of SDC Financial, SDC Inc. indirectly operates and controls all of the business and affairs of SDC Financial and its subsidiaries.

Initial Public Offering

On September 16, 2019, SDC Inc. completed an initial public offering (“IPO”) of 58,537,000 shares of its Class A common stock at a public offering price of $23.00 per share. SDC Inc. received $1,286,000 in proceeds, net of underwriting discounts and commissions. SDC Inc. used substantially all of the net proceeds after expenses to purchase newly-issued membership interest units from SDC Financial.

Reorganization Transactions

In connection with the IPO, the Company completed the following transactions (the “Reorganization Transactions”):

the formation of SDC Inc. as a Delaware corporation to function as the ultimate parent of SmileDirectClub and a publicly traded entity;

SDC Inc.’s acquisition of the pre-IPO membership interest units in SDC Financial (“Pre-IPO Units”) held by certain pre-IPO investors that are taxable as corporations for U.S. federal income tax purposes (“Blockers”), pursuant to a series of mergers (the “Blocker Mergers”) of the Blockers with wholly owned subsidiaries of SDC Inc., and the issuance by SDC Inc. to the equityholders of the Blockers shares of Class A common stock as consideration in the Blocker Mergers;

the amendment and restatement of the SDC Financial’s limited liability company operating agreement (the “SDC Financial LLC Agreement”) to, among other things, modify the capital structure of SDC Financial by replacing the
10



SmileDirectClub, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(in thousands, except share/unit data and per share/unit amounts)

different classes of Pre-IPO Units (including restricted Pre-IPO Units held by certain employees) with a single new class of membership interests of SDC Financial (“LLC Units”);

the issuance to each of the pre-IPO investors previously holding Pre-IPO Units (including restricted Pre-IPO Units) of a number of shares of SDC Inc. Class B common stock equal to the number of LLC Units held by it;

the issuance to certain employees of cash and shares of Class A common stock pursuant to their Incentive Bonus Agreements (“IBAs”); and

the equitable adjustment, pursuant to their terms, of outstanding warrants to purchase Pre-IPO Units held by two service providers into warrants to acquire LLC Units (together with an equal number of shares of SDC Inc.’s Class B common stock).

Following the completion of the Reorganization Transactions and the IPO, SDC Inc. owned 26.9% of SDC Financial. Holders (other than SDC Inc.) of LLC Units following the consummation of the Reorganization Transactions and the IPO (“Continuing LLC Members”) owned the remaining 73.1% of SDC Financial.

SDC Inc. is the sole managing member of SDC Financial and, although SDC Inc. has a minority economic interest in SDC Financial, it has the sole voting power in, and controls the management of, SDC Financial. Accordingly, SDC Inc. consolidates the financial results of SDC Financial and reports a noncontrolling interest in its interim condensed consolidated financial statements. As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes.

In connection with the Reorganization Transactions and the IPO, the Company entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with the Continuing LLC Members, pursuant to which SDC Inc. agreed to pay the Continuing LLC Members 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local income tax or franchise tax that SDC Inc. actually realizes as a result of (a) the increases in tax basis attributable to exchanges of LLC Units by Continuing LLC Members and (b) tax benefits related to imputed interest deemed to be paid by SDC Inc. as a result of the Tax Receivable Agreement.

Basis of Presentation and Consolidation

The accompanying interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the SEC and, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for the full fiscal year. All intercompany balances and transactions are eliminated in consolidation.

The interim condensed consolidated financial statements include the accounts of SDC Inc., which consolidates SDC Financial and its wholly-owned subsidiaries, as well as accounts of contractually affiliated professional corporations (“PCs”) managed by the Company.

The interim condensed consolidated financial statements include the accounts of variable interest entities in which the Company is the primary beneficiary under the provisions of Accounting Standards Codification (‘‘ASC”) Topic 810, Consolidation.” At June 30, 2022, the variable interest entities include 56 dentist owned PCs, and at December 31, 2021 the variable interest entities included 53 dentist owned PCs. The Company is a dental service organization and does not engage in the practice of dentistry. All clinical services are provided by dentists and orthodontists who are engaged as independent contractors or otherwise engaged by the dentist-owned PCs. The Company contracts with the PCs and dentists and orthodontists through a suite of agreements, including but not limited to, management services agreements, supply
11



SmileDirectClub, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(in thousands, except share/unit data and per share/unit amounts)

agreements, and licensing agreements, pursuant to which the Company provides the administrative, non-clinical management services to the PCs and independent contractors. The Company has the contractual right to manage the activities that most significantly impact the variable interest entities’ economic performance through these agreements without engaging in the corporate practice of dentistry. Additionally, the Company would absorb substantially all of the expected losses of these entities should they occur. The accompanying interim condensed consolidated statements of operations reflect the revenue earned and the expenses incurred by the PCs.

COVID-19 Pandemic

Although increasing rates of vaccinations across the globe and decreasing governmental restrictions have begun to lessen the impact of COVID-19, the Company continues to navigate the uncertain and unprecedented economic and operating conditions resulting from COVID-19 and its protracted duration.

Beginning in the second quarter of 2020, the Company performed a review of its real estate needs and initiated restructuring actions related to a real estate repositioning program that remains ongoing. As a result of these actions, the Company incurred one-time charges of approximately $536 and $1,664 during the three and six months ended June 30, 2021, primarily associated with the closure and consolidation of many of our SmileShops, which is an on-going evaluation.

Restructuring of Operations

During the three and six months ended June 30, 2022, the Company incurred one-time charges of approximately $3,168 and $15,932, respectively, primarily associated with lease buyouts, asset impairments related to the closure of regional operating centers and SmileShops, and employee-related costs, including severance and retention payments, associated with the previously announced suspension of operations in Mexico, Spain, Germany, Netherlands, Austria, Hong Kong, Singapore and New Zealand. The Company will continue to operate in and scale its presence in the United States, Canada, United Kingdom, Ireland, France and Australia. With these changes, the Company implemented a reduction in workforce to right-size its operating structure so it is tailored to the countries in which the Company will continue to operate and focus. The Company continues to evaluate its SmileShops and other properties to determine if it will further rationalize its footprint to better align with marketplace demand, including the direct and indirect effects of the COVID-19 pandemic. Additional future restructuring charges may result from the Company’s real estate repositioning and optimization initiatives.






12



SmileDirectClub, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(in thousands, except share/unit data and per share/unit amounts)

Note 2—Summary of Significant Accounting Policies

Management Use of Estimates

The preparation of the interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the reported amounts. On an ongoing basis, the Company evaluates its estimates, including those related to the fair values of financial instruments, useful lives of property, plant and equipment, revenue recognition, equity-based compensation, long-lived assets, and contingent liabilities, among others. In connection with its credit facility with HPS Investment Partners, the Company issued warrants to certain affiliates of HPS Investment Partners. The warrants were recorded at fair value at the time of issuance within equity on the interim condensed consolidated balance sheet using the Black-Scholes option pricing model (see Note 9). Each of these estimates varies in regard to the level of judgment involved and its potential impact on the Company’s financial results. Estimates are considered critical either when a different estimate could have reasonably been used, or where changes in the estimate are reasonably likely to occur from period to period, and such use or change would materially impact the Company’s financial condition, results of operations, or cash flows. Actual results could differ from those estimates.

Revenue Recognition

The Company’s revenues are derived primarily from sales of aligners, impression kits, whitening gel, and retainers, and interest earned through its SmilePay financing program. Revenue is recorded for all customers based on the amount that is expected to be collected, which considers implicit price concessions, discounts, and cancellations and refunds from customer returns.

The Company identifies a performance obligation as distinct if both of the following criteria are met: the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determining the standalone selling price (“SSP”) and allocation of consideration from a contract to the individual performance obligations, and the appropriate timing of revenue recognition, is the result of significant qualitative and quantitative judgments. Management considers a variety of factors such as historical sales, usage rates (the number of times a customer is expected to order additional aligners), costs, and expected margin, which may vary over time depending upon the unique facts and circumstances related to each performance obligation, in making these estimates. Further, the Company’s process for estimating usage rates requires significant judgment and evaluation of inputs, including historical data and forecasted usages. Changes in the allocation of the SSP between performance obligations will not affect the amount of total revenues recognized for a particular contract. The Company uses the expected cost plus a margin approach to determine the SSP for performance obligations, and discounts are allocated to each performance obligation based on the relative SSP. However, any material changes in the allocation of the SSP could impact the timing of revenue recognition, which may have a material effect on the Company’s financial position and result of operations as the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation.

The Company estimates the amount expected to be collected based upon management’s assessment of historical write-offs, expected net collections including implicit price concessions, and cancellations and refunds from customer returns, business and economic conditions, and other collection indicators. Management relies on the results of detailed reviews of historical write-offs, cancellations, returns, and collections as a primary source of information in estimating the amount of contract consideration expected to be collected. Uncollectible receivables are written-off in the period management believes it has exhausted its ability to collect payment from the customer. The Company believes its analysis provides reasonable estimates of its revenues and valuations of its accounts receivable.

A description of the revenue recognition for each product sold by the Company is detailed below.

Aligners and Impression Kits: The Company enters into contracts with customers for aligner sales that involve multiple future performance obligations. The Company determined that aligner sales comprise the following distinct performance
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SmileDirectClub, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(in thousands, except share/unit data and per share/unit amounts)

obligations: initial aligners, touch-up aligners, and retainers for international sales only which can occur at any time throughout the treatment plan (which is typically between five months to ten months) upon the direction of and prescription from the treating dentist or orthodontist.

The Company allocates revenues for each performance obligation based on its SSP and recognizes the revenues as control of the performance obligation is transferred upon shipment of the aligners. The Company recognizes aligner revenue on amounts expected to be collected during the course of the treatment plan.

The Company bills its customers either upfront for the full cost of aligners or monthly through its SmilePay financing program, which involves a down payment and a fixed amount per month for up to 26 months. The Company’s accounts receivable related to the SmilePay financing program are reported at the amount expected to be collected on the interim condensed consolidated balance sheets, which considers implicit price concessions. Financing revenue from its accounts receivable is recognized based on the contractual market interest rate with the customer, net of implicit price concessions. There are no fees or origination costs included in accounts receivable.

The Company sells doctor-prescribed impression kits to its customers as an alternative to an in-person visit at one of its SmileShops, popup locations, or Partner Network locations, comprised of affiliated dentist and orthodontist offices, where the customer receives a free oral digital imaging of their teeth. The Company combines the sales of its impression kits with aligner sales and recognizes the revenues as control of the performance obligation is transferred upon shipment of the aligners. The Company estimates the amount of impression kit sales that do not result in an aligner therapy treatment plan and recognizes such revenue when aligner conversion becomes remote.

Retainers and Other Products: The Company sells retainers and other products (such as whitening gel and tooth brushes) to customers, which can be purchased on the Company’s website or certain retail outlets. The sales of these products are independent and separate from the customer’s decision to purchase aligner therapy for domestic sales. The Company determined that the transfer of control for these performance obligations occurs as the title of such products passes to the customer or retail partner.

The following table summarizes revenue recognized for each product sold by the Company:

Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Aligner revenue, net$99,032 $142,854 $217,960 $310,317 
Financing revenue, net8,994 11,594 18,128 22,253 
Retainers and other products revenue17,770 19,733 41,354 41,072 
Total revenue$125,796 $174,181 $277,442 $373,642 
Implicit price concessions, cancellations, and refunds included in total revenue$23,910 $33,129 $52,319 $68,649 

Deferred Revenue: Deferred revenue represents the Company’s contract liability for performance obligations associated with sales of aligners. For the three and six months ended June 30, 2022 and 2021, the Company recognized revenue of $125,796, $174,181, $277,442 and $373,642, respectively. Of the Company’s revenues during the three and six months ended June 30, 2022 and 2021, $2,856, $4,113, $13,100, and $20,103 was previously included in deferred revenue on the interim condensed consolidated balance sheets as of December 31, 2021 and 2020, respectively.

Allowance for credit losses and other revenue adjustments: The Company records a provision to maintain an allowance for credit losses and other revenue adjustments that result from the failure or inability of its members or other partners to make required payments deemed collectible when the product was delivered, or customer returns resulting in cancellations or refunds. When determining the allowances for member receivables, the Company considers the probability of recoverability of accounts receivable based on past experience, taking into account current collection trends and general economic factors,
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SmileDirectClub, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(in thousands, except share/unit data and per share/unit amounts)

including bankruptcy rates. The Company also considers future economic trends in its estimation of expected credit losses over the lifetime of the asset. Credit risks are assessed based on historical write-offs, cancellations, and adjustments, net of recoveries, as well as an analysis of the aged accounts receivable balances. Accounts receivable may be fully reserved for when specific collection issues are known to exist, such as a history of missed scheduled payments and customer service or production issues.

Activity in the allowance for credit losses and other revenue adjustments was as follows:
Accounts Receivable Allowance for Credit Losses
Balance at January 1, 2022$49,309 
Current period provision for expected credit losses28,409 
Write-offs and other adjustments charged against the allowance, net of recoveries(27,353)
Refunds paid(2,746)
Balance at March 31, 2022$47,619 
Current period provision for expected credit losses23,910 
Write-offs and other adjustments charged against the allowance, net of recoveries(23,247)
Refunds paid(3,379)
Balance at June 30, 2022$44,903 

As of June 30, 2022 and December 31, 2021 approximately $39,354 and $43,097 related to implicit price concessions and cancellation and adjustment reserves is included in net receivables, respectively, and $5,549 and $6,212 related to refund reserves is included in current liabilities in the accompanying consolidated balance sheets, respectively.

Shipping and Handling Costs

Shipping and handling charges are recorded in cost of revenues in the interim condensed consolidated statements of operations upon shipment. The Company incurred approximately $4,279, $5,768 $9,938, and $12,677 in outsourced shipping expenses for the three and six months ended June 30, 2022 and 2021, respectively.

Cost of Revenues

Cost of revenues includes the total cost of products produced and sold. Such costs include direct materials, direct labor, overhead costs (occupancy costs, indirect labor, and depreciation), fees retained by doctors, freight and duty expenses associated with moving materials from vendors to the Company’s facilities and from its facilities to the customers, and adjustments for shrinkage (physical inventory losses), lower of cost or net realizable value, slow moving product and excess inventory quantities.

Marketing and Selling Expenses

Marketing and selling expenses include direct online and offline marketing and advertising costs, costs associated with intraoral imaging services, selling labor, and occupancy costs of SmileShop locations. All marketing and selling expenses, including advertising, are expensed as incurred. For the three and six months ended June 30, 2022 and 2021, the Company incurred marketing, selling, and advertising costs of $71,191, $95,943, $167,902, and $193,066, respectively.

General and Administrative Expenses

General and administrative expenses include payroll and benefit costs for corporate team members, equity-based compensation expenses, occupancy costs of corporate facilities, bank charges and costs associated with credit and debit card
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SmileDirectClub, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(in thousands, except share/unit data and per share/unit amounts)

interchange fees, outside service fees, and other administrative costs, such as computer maintenance, supplies, travel, and lodging.

Depreciation and Amortization

Depreciation includes expenses related to the Company’s property, plant and equipment, including finance leases. Amortization includes expenses related to definite-lived intangible assets and capitalized software. Depreciation and amortization is calculated using the straight-line method over the useful lives of the related assets, ranging from three to ten years. Leasehold improvements are amortized using the straight-line method over the shorter of the related lease terms or their useful lives. Depreciation and amortization is included in cost of revenues, marketing and selling expenses, and general and administrative expenses depending on the purpose of the related asset.

Depreciation and amortization by financial statement line item were as follows:

Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Cost of revenues$5,676 $6,879 $11,519 $13,929 
Marketing and selling expenses862 1,473 1,826 3,044 
General and administrative expenses
13,042 8,357 25,151 16,196 
Total$19,580 $16,709 $38,496 $33,169 

Fair Value of Financial Instruments

The Company measures the fair value of financial instruments as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between 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 (unadjusted) prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

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.

The Company’s financial instruments consist of cash, current and non-current receivables, accounts payable, debt instruments, and derivative financial instruments. Due to their short-term nature, the carrying values of cash, current receivables, and trade payables approximate current fair value at each balance sheet date. The Company had $812,500 and $747,500 in borrowings under its debt facilities (as discussed in Note 9) as of June 30, 2022 and December 31, 2021, respectively. The fair value of the Company’s debt facilities is based upon market quotes and trades by investors in partial interests of these instruments (Level 2). As of June 30, 2022, the fair value of the debt facility was approximately $113,620 compared to its carrying value of $732,000. The Company entered into a 2022 HPS Credit Facility on April 27, 2022. Based on market interest rates (Level 2 inputs), the carrying value of the borrowings under its debt facilities approximates fair value for each period reported.

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SmileDirectClub, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(in thousands, except share/unit data and per share/unit amounts)

Certain Risks and Uncertainties

The Company’s operating results depend to a significant extent on the ability to market and develop its products. The life cycles of the Company’s products are difficult to estimate due, in part, to the effect of future product enhancements and competition. The inability to successfully develop and market the Company’s products as a result of competition or other factors would have a material adverse effect on its business, financial condition, and results of operations.

The Company provides credit to customers in the normal course of business. The Company maintains reserves for potential credit losses and such losses have been within management’s expectations. No individual customer accounted for 1% or more of the Company’s accounts receivable at June 30, 2022 or December 31, 2021, or net revenue for the three and six months ended June 30, 2022 and 2021.

Some of the Company’s products are considered medical devices and are subject to extensive regulation in the U.S. and internationally. The regulations to which the Company is subject are complex. Regulatory changes could result in restrictions on the Company’s ability to carry on or expand its operations, higher than anticipated costs or lower than anticipated sales. The failure to comply with applicable regulatory requirements may have a material adverse impact on the Company.

The Company’s reliance on international operations exposes it to related risks and uncertainties, including difficulties in staffing and managing international operations, such as hiring and retaining qualified personnel; political, social and economic instability; interruptions and limitations in telecommunication services; product and material transportation delays or disruption; trade restrictions and changes in tariffs; import and export license requirements and restrictions; fluctuations in foreign currency exchange rates; and potential adverse tax consequences. If any of these risks materialize, operating results may be harmed.

The Company purchases certain inventory from sole suppliers, and the inability of any supplier or manufacturer to fulfill the supply requirements could materially and adversely impact its future operating results.

Cash

Cash consists of all highly liquid investments with original maturities of less than three months. Cash is held in various financial institutions in the U.S. and internationally.

Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out method of inventory accounting. Inventory consists of raw materials for producing impression kits and aligners and finished goods. Inventory is net of shrinkage and obsolescence.

Property, Plant and Equipment, Net

Property, plant and equipment are stated at cost less accumulated depreciation and amortization and impairment charges. Routine maintenance and repairs are charged to expense as incurred. At the time property, plant and equipment are retired from service, the cost and accumulated depreciation or amortization are removed from the respective accounts and the related gains or losses are reflected in the interim condensed consolidated statements of operations.

Leases

The Company categorizes leases at their inception as either operating or finance leases. Lease agreements cover certain retail locations, office space, warehouse, manufacturing and distribution space and equipment. Operating leases are included in operating lease right-of-use assets, other current liabilities, and long-term operating lease liabilities in the interim condensed consolidated balance sheets. Finance leases are included in property, plant and equipment, net, current portion of long-term debt, and long-term debt.
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SmileDirectClub, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(in thousands, except share/unit data and per share/unit amounts)


Leased assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses a secured incremental borrowing rate as the discount rate for determining the present value of lease payments when the rate implicit in the contract is not readily determinable. Leases that have a term of twelve months or less upon commencement date are considered short-term in nature. Accordingly, short-term leases are not included on the interim condensed consolidated balance sheets and are expensed on a straight-line basis over the lease term, which commences on the date we have the right to control the property.

Internally Developed Software Costs

The Company generally provides services to its customers using software developed for internal use. The costs that are incurred to develop such software are expensed as incurred during the preliminary project stage. Once certain criteria have been met, direct costs incurred in developing or obtaining computer software are capitalized. Training and maintenance costs are expensed as incurred. Capitalized software costs are included in property, plant and equipment in the interim condensed consolidated balance sheets and are amortized over a three-year to five-year period. During the three and six months ended June 30, 2022 and 2021, the Company capitalized $5,019, $3,772, $8,774, and $8,301, respectively, of internally developed software costs. Amortization expense for internally developed software was $6,911, $3,568, $12,692, and $6,747 for the three and six months ended June 30, 2022, and 2021, respectively.

Impairment

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. An asset or asset group is considered impaired if its carrying amount exceeds the future undiscounted net cash flows that the asset or asset group is expected to generate. Factors the Company considers important which could trigger an impairment review include significant negative industry or economic trends, significant loss of customers and changes in the competitive environment. If an asset or asset group is considered to be impaired, the impairment to be recognized is calculated as the amount by which the carrying amount of the asset or asset group exceeds its fair market value. The Company’s estimates of future cash flows attributable to long-lived assets require significant judgment based on its historical and anticipated results and are subject to many assumptions. The estimation of fair value utilizing a discounted cash flow approach includes numerous uncertainties which require significant judgment when making assumptions of expected growth rates and the selection of discount rates, as well as assumptions regarding general economic and business conditions, and the structure that would yield the highest economic value, among other factors.

Debt Issuance Costs

The Company records debt issuance costs related to its term debt as direct deductions from the carrying amount of the debt. The costs are amortized to interest expense over the life of the debt using the effective interest method.

Income Taxes

SDC Inc. is the managing member of SDC Financial and, as a result, consolidates the financial results of SDC Financial in the interim condensed consolidated financial statements. SDC Financial and its subsidiaries are limited liability companies and have elected to be taxed as partnerships for income tax purposes except for a subsidiary, SDC Holding, LLC (‘‘SDC Holding”) and its domestic and foreign subsidiaries, which are taxed as corporations. As such, SDC Financial does not pay any federal income taxes, as any income or loss is included in the tax returns of the individual members. SDC Financial does pay state income tax in certain jurisdictions, and the Company’s income tax provision in the interim condensed consolidated financial statements reflects the income taxes for those states. Additionally, certain wholly-owned entities taxed as corporations are subject to federal, state, and foreign income taxes, in the jurisdictions in which they operate, and accruals for such taxes are included in the interim condensed consolidated financial statements. The Company further evaluates deferred
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SmileDirectClub, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(in thousands, except share/unit data and per share/unit amounts)

tax assets in each jurisdiction and recognizes associated benefits when positive evidence of realization exceeds negative evidence, and otherwise records valuation allowances as necessary.

The Company computes the provision for income taxes using the liability method and recognizes deferred tax assets and liabilities for temporary differences between financial statement and income tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using tax rates applicable to taxable income in effect for the years in which those tax assets are expected to be realized or settled and provides a valuation allowance against deferred tax assets when it cannot conclude that it is more likely than not that some or all deferred tax assets will be realized. In addition, the Company recognizes tax benefits from uncertain tax positions only if it expects that its tax positions are more likely than not that they will be sustained, based on the technical merits of the positions, on examination by the jurisdictional tax authority. The Company recognizes any accrued interest and penalties to unrecognized tax benefits as interest expense and income tax expense, respectively.

Tax Receivable Agreement

In connection with the Reorganization Transactions and the IPO, the Company entered into a Tax Receivable Agreement with the Continuing LLC Members, pursuant to which SDC Inc. agreed to pay the Continuing LLC Members 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local income tax or franchise tax that SDC Inc. actually realizes as a result of (a) the increases in tax basis attributable to exchanges by Continuing LLC Members and (b) tax benefits related to imputed interest deemed to be paid by SDC Inc. as a result of the Tax Receivable Agreement. The Company recognizes this contingent liability in its interim condensed consolidated financial statements when amounts become probable as to incurrence and estimable in amount.

Note 3—Inventories

Inventories are comprised of the following:

June 30,December 31,
20222021
Raw materials$16,575 $14,662 
Finished goods26,535 26,141 
Total inventories$43,110 $40,803 

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SmileDirectClub, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
(in thousands, except share/unit data and per share/unit amounts)

Note 4—Prepaid and Other Assets

Prepaid and other assets are comprised of the following:

June 30,December 31,
20222021
Prepaid expenses$12,253 $11,496 
Deposits to vendors4,646 5,443 
Other
6,917 580 
Total prepaid and other current assets
$23,816 $17,519 
Prepaid expenses, non-current$1,523 $1,911 
Deposits to vendors, non-current919 967 
Indefinite-lived intangible assets7,820 7,155 
Other intangible assets, net2,233 2,458 
Investments and other6,855 2,989 
Total other assets
$