Revenue of $28.0
million in the fourth quarter an increase of 93% year over
year
Revenue of $94.4
million in 2021 an increase of 63% year over year
Bookings of $7.8
million in the fourth quarter an increase of 100% year over
year
Bookings of $31.8
million in 2021 an increase of 162% year over year
Announced take private acquisition by Patient
Square Capital for $3 per share in
cash
RESTON, Va., March 30, 2022 /PRNewswire/ -- SOC Telemed,
Inc., (NASDAQ: TLMD), the largest national provider of acute care
telemedicine, today announced its financial and operating results
for the fourth quarter and full year ending December 31, 2021.
"Our strong 2021 financial results illustrate the strength and
resilience of the SOC Telemed team," said Dr. Chris Gallagher, Chief Executive Officer. "We
believe the Patient Square Capital take-private offer not only
unlocks significant shareholder value, but also positions SOC
Telemed well to continue to grow and expand as the company seeks to
improve the clinical experience and patient outcomes."
Recent Developments
- In February, SOC Telemed announced that it reached an agreement
to be acquired by Patient Square Capital, the leading dedicated
healthcare investment firm, in a take-private transaction. Under
the terms of the agreement, SOC Telemed stockholders will receive
$3 per share in cash.
- The special meeting to approve the transaction will occur on
April 4, 2022, at 10 am ET. The meeting will be held virtually and
can be accessed at the following website:
www.cstproxy.com/soctelemed/2022. For more information on the
acquisition and the meeting, please refer to the SOC's definitive
proxy statement, dated March 7, 2022,
and other relevant materials filed by SOC with the Securities and
Exchange Commission.
- On March 4, 2022, the go-shop
period associated with the Patient Square Capital take-private
transaction expired. The Company did not receive any offers during
the go-shop period.
Fourth Quarter Operating Metrics Summary
Operational performance metrics for the three months ended
December 31, 2021, compared to the
three months ended December 31,
2020. We present consults on a pro forma basis (i.e., giving
retroactive effect to the Access Physicians acquisition to
January 1, 2020) to provide investors
with insight into how management views the performance of the
combined business period over period.
- Total system-wide consults were 142,400 compared to 88,200, up
61% year over year, and up 19% year over year on a pro forma
basis
- Stand-alone SOC core consults totaled 37,980 compared to
30,920, up 23% on a year over year basis. TelePsychiatry volumes
recovered to pre-COVID levels faster than expected, and the
teleNeurology service line experienced significant volume
increases
- Access Physicians contributed 38,720 core consults, up 25% on a
year over year basis
- System-wide revenue per core consult totaled $336 compared to $327, up 3%,
- Stand-alone SOC revenue per core consult was $432 versus $447,
as the volume recovery in telePsychiatry and teleNeurology narrowed
the gap associated with minimum consult thresholds in client
contracts
- Access Physicians revenue per core consult was $242 versus $207,
up 17% year over year, driven by service line volume mix
- Implementations totaled 118 compared to 49, with Access
Physicians contributing 56 implementations
- Stand-alone SOC services per facility totaled 2.1,
demonstrating the continued opportunity to expand across both
service lines and sites with existing customers
- Total facilities serviced were 1,112 compared to 831 a year
ago, up 34% on a year over year basis. The 1,112 facilities
serviced includes 190 facilities serviced by Access Physicians
Full Year Operating Metrics Summary
Operational performance metrics for the full year ended
December 31, 2021, compared to the
full year ended December 31,
2020. We present consults on a pro forma basis (i.e., giving
retroactive effect to the Access Physicians acquisition to
January 1, 2020) to provide investors
with insight into how management views the performance of the
combined business period over period.
- Total system-wide consults were 508,800 compared to 300,800, up
69% year over year, and up 35% year over year on a pro forma
basis
- Stand-alone SOC core consults totaled 145,000 compared to
129,600, up 12% on a year over year basis.
- Access Physicians contributed 109,720 core consults in 2021,
since the closing date of the acquisition
- System-wide revenue per core consult totaled $333 compared to $340, down 2%, primarily driven by the addition
of Access Physicians, as revenue per core consult at Access
Physicians is historically lower than revenue per core consult at
legacy SOC. The average revenue per core consult is also impacted
by duration of each consult, which varies widely between service
lines
- Stand-alone SOC revenue per core consult was $427 versus $430,
as the volume recovery in telePsychiatry and teleNeurology narrowed
the gap associated with minimum consult thresholds in client
contracts
- Access Physicians revenue per core consult was $236 versus $222,
up 6% year over year, driven by service line volume mix
- Implementations totaled 390 compared to 260, with Access
Physicians contributing 82 implementations
- Total facilities serviced were 1,112 compared to 831 a year
ago, up 34% on a year over year basis. The 1,112 facilities
serviced includes 190 facilities serviced by Access Physicians
Fourth Quarter Financial Results Summary
Financial performance for the three months ended December 31, 2021, compared to the three months
ended December 30, 2020.
- Revenue totaled $28.0 million
compared to $14.5 million, up
93%
- Bookings totaled $7.8 million, up
100%
- Access Physicians contributed $10.8
million of revenue
- GAAP gross profit totaled $9.2
million compared to $5.2
million
- Adjusted gross profit (non-GAAP) totaled $10.5 million compared to $6.3 million
- GAAP gross margin was 33% compared to 36%
- Adjusted gross margin (non-GAAP) was 37% compared to 44%.
- Net loss totaled $(12.8) million
compared to a net loss of $(24.8)
million
- Adjusted EBITDA loss (non-GAAP) totaled $(3.9) million compared to $(3.9) million
Full Year Financial Results Summary
Financial performance for the full year ended December 31, 2021, compared to the full year
ended December 30, 2020.
- Revenue totaled $94.4 million
compared to $58.0 million, up
63%
- Bookings totaled $31.8 million,
up 162%
- Access Physicians contributed $29.3
million of revenue
- GAAP gross profit totaled $30.4
million compared to $19.5
million
- Adjusted gross profit (non-GAAP) totaled $35.5 million compared to $23.4 million
- GAAP gross margin was 32% compared to 34%
- Adjusted gross margin (non-GAAP) was 38% compared to 40%.
- Net loss totaled $(50.5) million
compared to a net loss of $(49.8)
million
- Adjusted EBITDA loss (non-GAAP) totaled $(19.4) million compared to $(11.1) million
Balance Sheet
As of December 31, 2021, the
Company had cash and cash equivalents of $38.9 million.
About SOC Telemed
SOC Telemed (NASDAQ: TLMD, "SOC") is the leading national
provider of acute telemedicine technology and solutions to
hospitals, health systems, post-acute providers, physician
networks, and value-based care organizations since 2004. Built on
proven and scalable infrastructure as an enterprise-wide solution,
SOC's technology platform, Telemed IQ, rapidly deploys and
seamlessly optimizes telemedicine programs across the continuum of
care. SOC provides a supportive and dedicated partner presence,
virtually delivering patient care through teleNeurology,
telePsychiatry, teleCritical Care, telePulmonology,
teleCardiology, teleInfectious Disease,
teleNephrology, teleMaternal-Fetal Medicine and other service
lines, enabling healthcare organizations to build sustainable
telemedicine programs across clinical specialties. SOC enables
organizations to enrich their care models and touch more lives by
supplying healthcare teams with industry-leading solutions that
drive improved clinical care, patient outcomes, and organizational
health. The company was the first provider of acute clinical
telemedicine services to earn The Joint Commission's Gold Seal of
Approval and has maintained that accreditation every year since
inception. For more information, visit www.soctelemed.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act. These forward-looking statements are based on the
Company's current expectations, estimates and projections about the
expected date of closing of the take-private transaction and the
potential benefits thereof, its business and industry, management's
beliefs and certain assumptions made by the Company and Patient
Square Capital, all of which are subject to change. In this
context, forward-looking statements often address expected future
business and financial performance and financial condition, and
often contain words such as "expect," "anticipate," "intend,"
"plan," "believe," "could," "seek," "see," "will," "may," "would,"
"might," "potentially," "estimate," "continue," "expect," "target,"
similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or
outcomes. All forward-looking statements by their nature address
matters that involve risks and uncertainties, many of which are
beyond our control, and are not guarantees of future results, such
as statements about the consummation of the take-private
transaction and the anticipated benefits thereof. These and other
forward-looking statements, including statements about the parties'
ability to consummate the take-private transaction on the
anticipated timeframe or at all, to make any filing or take any
other action required to consummate the take-private transaction on
the anticipated timeframe or at all, or to realize the anticipated
benefits of the take-private transaction, are not guarantees of
future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially
from those expressed in forward-looking statements. Accordingly,
there are or will be important factors that could cause actual
results to differ materially from those indicated in such
statements and, therefore, you should not place undue reliance on
any such statements and caution must be exercised in relying on
forward-looking statements. Important risk factors that may cause
such a difference include, but are not limited to: (i) the
completion of the take-private transaction on the anticipated terms
and timeframe, including obtaining stockholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of the Company's business and
other conditions to the completion of the take-private transaction;
(ii) the impact of the COVID-19 pandemic on the Company's business
and general economic conditions; (iii) the Company's ability to
implement its business strategy; (iv) significant transaction costs
associated with the take-private transaction; (v) potential
litigation relating to the take-private transaction; (vi) the risk
that disruptions from the take-private transaction will harm the
Company's business, including current plans and operations; (vii)
the ability of the Company to retain and hire key personnel; (viii)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the take-private
transaction; (ix) legislative, regulatory and economic developments
affecting the Company's business; (x) general economic and market
developments and conditions; (xi) the evolving legal, regulatory
and tax regimes under which the Company operates; (xii) potential
business uncertainty, including changes to existing business
relationships, during the pendency of the take-private transaction
that could affect the Company's financial performance; (xiii)
restrictions during the pendency of the take-private transaction
that may impact the Company's ability to pursue certain business
opportunities or strategic transactions; (xiv) unpredictability and
severity of catastrophic events, including, but not limited to,
acts of terrorism, outbreak of war or hostilities or pandemics;
(xv) any potential negative effects of this communication or the
consummation of the take-private transaction on the market price of
SOC Telemed's common stock; and (xvi) other factors as set forth
from time to time in the Company's filings with the SEC, including
its Annual Report on Form 10-K for the year ended December 31, 2020, each as may be updated or
supplemented by any subsequent filings that the Company may file
with the SEC, as well as the Company's response to any of the
aforementioned factors. Additional information will be made
available in SOC Telemed's annual report on Form 10-K for the year
ended December 31, 2021. SOC Telemed
assumes no obligation, and does not intend, to update these
forward-looking statements as a result of future events or
developments.
Use of Non-GAAP Financial Information
We believe that, in addition to our financial results determined
in accordance with GAAP, adjusted gross profit (non-GAAP), adjusted
gross margin (non-GAAP), and adjusted EBITDA, all of which are
non-GAAP financial measures, are useful in evaluating our business,
results of operations, and financial condition. However, our
use of the terms adjusted gross profit, adjusted gross margin and
adjusted EBITDA may vary from that of others in our industry.
Adjusted gross profit, adjusted gross margin and adjusted EBITDA
should not be considered as an alternative to gross profit, net
loss, net loss per share or any other performance measures derived
in accordance with GAAP as measures of performance. Adjusted gross
profit, adjusted gross margin and adjusted EBITDA have important
limitations as analytical tools and you should not consider them in
isolation or as a substitute for analysis of our results as
reported under GAAP. Some of these limitations are:
- adjusted EBITDA does not reflect the significant interest
expense on our debt;
- although depreciation and amortization are non-cash charges,
the assets being depreciated and amortized will often have to be
replaced in the future, and adjusted gross profit, adjusted gross
margin and adjusted EBITDA do not reflect any expenditures for such
replacements; and
- other companies in our industry may calculate these financial
measures differently than we do, limiting their usefulness as
comparative measures.
We compensate for these limitations by using these non-GAAP
financial measures along with other comparative tools, together
with GAAP measurements, to assist in the evaluation of operating
performance. Such GAAP measurements include gross profit, net loss,
net loss per share and other performance measures. In evaluating
these financial measures, you should be aware that in the future we
may incur expenses similar to those eliminated in this
presentation. Our presentation of non-GAAP financial measures
should not be construed as an inference that our future results
will be unaffected by unusual or nonrecurring items. When
evaluating our performance, you should consider these non-GAAP
financial measures alongside other financial performance measures,
including the most directly comparable GAAP measures set forth in
the reconciliation tables below and our other GAAP results.
Our non-GAAP financial measures are described as follows:
Adjusted gross profit and adjusted gross
margin. Adjusted gross profit is defined as revenues less
cost of revenues plus depreciation and amortization plus equipment
leasing costs plus stock-based compensation. Adjusted gross margin
is adjusted gross profit divided by revenues.
Adjusted EBITDA. Adjusted EBITDA is defined as net income
(loss) before interest, taxes, depreciation and amortization, write
off of property and equipment, net, stock-based compensation, gain
on contingent shares issuance liabilities, loss on puttable option
liabilities, gain on change in fair value of contingent
consideration, and integration, acquisition, transaction and
executive severance costs.
Readers are encouraged to review the reconciliation of our
non-GAAP financial measures to the comparable GAAP results, which
is attached to this earnings release and which can be found on SOC
Telemed's investor relations page of its website
at: investors.soctelemed.com.
Operating Metrics
Because our consultation fee revenue generally increases as the
number of visits increase, we believe the number of consultations
provides investors with useful information on period-to-period
performance as evaluated by management and as a comparison to our
past financial performance. We define core consultations as
consultations utilizing our 11 core services. Telemed IQ / other
consultations are defined as consultations performed by other
physician networks utilizing our technology platform, Telemed IQ.
Pro forma consultations represent the number of total consultations
as if Access Physicians had been acquired as of January 1, 2020.
Number of Consults
|
|
Q1
2020
|
|
Q2
2020
|
|
Q3
2020
|
|
Q4
2020
|
|
Q1
2021
|
|
Q2
2021
|
|
Q3
2021
|
|
Q4
2021
|
Core
|
|
36,347
|
|
30,213
|
|
32,126
|
|
30,920
|
|
31,447
|
|
37,817
|
|
37,845
|
|
37,982
|
Access
Physicians
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,282
|
|
31,700
|
|
38,020
|
|
38,721
|
Telemed IQ /
Other
|
|
30,649
|
|
35,477
|
|
47,800
|
|
57,292
|
|
62,636
|
|
60,697
|
|
64,878
|
|
65,791
|
Total
Consults
|
|
66,996
|
|
65,690
|
|
79,926
|
|
88,212
|
|
95,365
|
|
130,214
|
|
140,743
|
|
142,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Pro Forma Consults
|
|
Q1
2020
|
|
Q2
2020
|
|
Q3
2020
|
|
Q4
2020
|
|
Q1
2021
|
Q2
2021
|
|
Q3
2021
|
Q4
2021
|
|
Core
|
|
36,347
|
|
30,213
|
|
32,126
|
|
30,920
|
|
31,447
|
|
37,817
|
|
37,845
|
|
37,982
|
Access
Physicians
|
|
20,067
|
|
21,577
|
|
26,357
|
|
30,925
|
|
33,399
|
|
31,700
|
|
38,020
|
|
38,721
|
Telemed IQ /
Other
|
|
31,175
|
|
35,777
|
|
48,085
|
|
57,642
|
|
63,001
|
|
60,697
|
|
64,878
|
|
65,791
|
Total
Consults
|
|
87,589
|
|
87,567
|
|
106,568
|
|
119,487
|
|
127,847
|
|
130,214
|
|
140,743
|
|
142,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SOC Telemed, Inc.
and Subsidiaries and Affiliates
CONSOLIDATED
BALANCE SHEETS
(In thousands,
except shares and per share amounts)
As of
December 31,
|
|
|
|
|
|
2021
|
|
|
2020
|
|
ASSETS
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents (from variable interest entities $8,015 and $1,942,
respectively)
|
|
$
|
38,860
|
|
|
$
|
38,754
|
|
Accounts receivable,
net of allowance for doubtful accounts of $401 and $447 (from v
ariable interest entities, net of allowance $15,014 and $8,192,
respectively)
|
|
|
17,837
|
|
|
|
8,721
|
|
Inventory
|
|
|
754
|
|
|
|
-
|
|
Prepaid expenses and
other current assets
|
|
|
2,866
|
|
|
|
1,609
|
|
Total current
assets
|
|
|
60,317
|
|
|
|
49,084
|
|
|
|
|
|
|
|
|
|
|
Property and
equipment, net
|
|
|
3,295
|
|
|
|
4,092
|
|
Capitalized software
costs, net
|
|
|
9,069
|
|
|
|
8,935
|
|
Intangible assets,
net
|
|
|
41,967
|
|
|
|
5,988
|
|
Goodwill
|
|
|
158,289
|
|
|
|
16,281
|
|
Deposits and other
assets
|
|
|
1,288
|
|
|
|
559
|
|
Total
assets
|
|
$
|
274,225
|
|
|
$
|
84,939
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
(from variable interest entities $2,466 and $692,
respectively)
|
|
$
|
4,977
|
|
|
$
|
2,809
|
|
Accrued expenses
(from variable interest entities $3,269 and $1,349,
respectively)
|
|
|
12,605
|
|
|
|
8,293
|
|
Deferred
revenues
|
|
|
520
|
|
|
|
610
|
|
Capital lease
obligations
|
|
|
25
|
|
|
|
-
|
|
Other current
liabilities
|
|
|
51
|
|
|
|
-
|
|
Stock-based
compensation liabilities
|
|
|
-
|
|
|
|
4,228
|
|
Total current
liabilities
|
|
|
18,178
|
|
|
|
15,940
|
|
|
|
|
|
|
|
|
|
|
Deferred
revenues
|
|
|
965
|
|
|
|
923
|
|
Capital lease
obligations
|
|
|
43
|
|
|
|
-
|
|
Long term debt, net
of unamortized discount and debt issuance costs
|
|
|
86,709
|
|
|
|
-
|
|
Contingent shares
issuance liabilities
|
|
|
1,125
|
|
|
|
12,450
|
|
Other long-term
liabilities (from variable interest entities $2 and $157,
respectively)
|
|
|
80
|
|
|
|
560
|
|
Total
liabilities
|
|
$
|
107,100
|
|
|
$
|
29,873
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND
CONTINGENCIES (Note 22)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
Class A common stock,
$0.0001 par value; 500,000,000 shares authorized as of
December 31, 2021 and 2020; 99,274,594 and 74,898,380 shares issued
and
outstanding at December 31, 2021 and 2020, respectively.
|
|
|
10
|
|
|
|
8
|
|
Preferred stock,
$0.0001 par value, 5,000,000 shares
authorized; none issued and
outstanding as of December 31, 2021 and 2020,
respectively.
|
|
|
-
|
|
|
|
-
|
|
Additional paid-in
capital
|
|
|
453,876
|
|
|
|
291,277
|
|
Accumulated
deficit
|
|
|
(286,761)
|
|
|
|
(236,219)
|
|
Total
stockholders' equity
|
|
|
167,125
|
|
|
|
55,066
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
and stockholders' equity
|
|
$
|
274,225
|
|
|
$
|
84,939
|
|
SOC Telemed, Inc.
and Subsidiaries and Affiliates
CONSOLIDATED
STATEMENTS OF OPERATIONS
(In thousands,
except shares and per share amounts)
|
|
|
|
Three Months
Ended
December 31,
|
|
|
Year Ended
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Revenues
|
|
$
|
27,977
|
|
|
$
|
14,502
|
|
|
$
|
94,442
|
|
|
$
|
57,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenues
|
|
|
18,826
|
|
|
|
9,265
|
|
|
|
64,091
|
|
|
|
38,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative
|
|
|
21,619
|
|
|
|
31,013
|
|
|
|
86,606
|
|
|
|
61,280
|
|
Changes in fair value
of contingent consideration
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,265)
|
|
|
|
-
|
|
Total operating
expenses
|
|
|
21,619
|
|
|
|
31,013
|
|
|
|
83,341
|
|
|
|
61,280
|
|
Loss from
operations
|
|
|
(12,468)
|
|
|
|
(25,776)
|
|
|
|
(52,990)
|
|
|
|
(41,827)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on contingent
shares issuance liabilities
|
|
|
1,600
|
|
|
|
4,237
|
|
|
|
11,325
|
|
|
|
4,237
|
|
|
Gain on puttable
option liabilities
|
|
|
-
|
|
|
|
518
|
|
|
|
-
|
|
|
|
1
|
|
Interest
expense
|
|
|
(1,753)
|
|
|
|
(3,683)
|
|
|
|
(6,800)
|
|
|
|
(12,152)
|
|
Interest expense –
Related party
|
|
|
(203)
|
|
|
|
(54)
|
|
|
|
(2,229)
|
|
|
|
(75)
|
|
Total other income
(expense)
|
|
|
(356)
|
|
|
|
1,018
|
|
|
|
2,296
|
|
|
|
(7,989)
|
|
Loss before income
taxes
|
|
|
(12,824)
|
|
|
|
(24,758)
|
|
|
|
(50,694)
|
|
|
|
(49,816)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit
(expense)
|
|
|
(19)
|
|
|
|
(21)
|
|
|
|
152
|
|
|
|
(31)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and
comprehensive loss
|
|
$
|
(12,843)
|
|
|
$
|
(24,779)
|
|
|
$
|
(50,542)
|
|
|
$
|
(49,847)
|
|
Accretion of
contingently redeemable preferred stock
|
|
|
-
|
|
|
|
(91,304)
|
|
|
|
-
|
|
|
|
(96,974)
|
|
Net loss
attributable to common stockholders
|
|
$
|
(12,843)
|
|
|
$
|
(116,083)
|
|
|
$
|
(50,542)
|
|
|
$
|
(146,821)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share
attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.13)
|
|
|
$
|
(1.87)
|
|
|
$
|
(0.55)
|
|
|
$
|
(3.55)
|
|
Diluted
|
|
$
|
(0.13)
|
|
|
$
|
(1.87)
|
|
|
$
|
(0.55)
|
|
|
$
|
(3.55)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
shares used to compute net loss per
share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
99,168,873
|
|
|
|
62,122,948
|
|
|
|
91,321,642
|
|
|
|
41,346,849
|
|
Diluted
|
|
|
99,168,873
|
|
|
|
62,122,948
|
|
|
|
91,321,642
|
|
|
|
41,346,849
|
|
SOC Telemed, Inc.
and Subsidiaries and Affiliates
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
thousands)
|
|
|
|
Year
Ended
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
Cash flows from
operating activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(50,542)
|
|
|
$
|
(49,487)
|
|
Adjustments to
reconcile net loss to net cash used in operating
activities
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
9,269
|
|
|
|
5,503
|
|
Write off of property
and equipment, net
|
|
|
185
|
|
|
|
-
|
|
Stock-based
compensation
|
|
|
14,814
|
|
|
|
17,909
|
|
(Gain) on puttable
option liabilities
|
|
|
-
|
|
|
|
(1)
|
|
Change in fair value
of contingent consideration
|
|
|
(3,265)
|
|
|
|
-
|
|
(Gain) on contingent
shares issuance liabilities
|
|
|
(11,325)
|
|
|
|
(4,237)
|
|
Bad debt expense
(reversal of allowance for doubtful accounts)
|
|
|
(9)
|
|
|
|
85
|
|
Paid-in kind interest
on long-term debt
|
|
|
203
|
|
|
|
2,577
|
|
Amortization of debt
issuance costs and issuance discount
|
|
|
4,100
|
|
|
|
2,668
|
|
Income tax
benefit
|
|
|
(269)
|
|
|
|
-
|
|
Change in assets and
liabilities, net of acquisitions
|
|
|
|
|
|
|
|
|
Accounts receivable,
net of allowance
|
|
|
(3,972)
|
|
|
|
1,739
|
|
Prepaid expense and
other current assets
|
|
|
(787)
|
|
|
|
(395)
|
|
Inventory
|
|
|
59
|
|
|
|
-
|
|
Deposits and other
non-current assets
|
|
|
(427)
|
|
|
|
(238)
|
|
Accounts
payable
|
|
|
(715)
|
|
|
|
(1,062)
|
|
Accrued expenses and
other liabilities
|
|
|
2,654
|
|
|
|
2,513
|
|
Deferred
revenues
|
|
|
(48)
|
|
|
|
210
|
|
Net cash used in
operating activities
|
|
|
(40,075)
|
|
|
|
(22,576)
|
|
|
|
|
|
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
|
|
|
|
|
Capitalization of
software development costs
|
|
|
(3,280)
|
|
|
|
(4,309)
|
|
Purchase of property
and equipment
|
|
|
(1,031)
|
|
|
|
(2,221)
|
|
Acquisition of
business, net of cash
|
|
|
(89,767)
|
|
|
|
-
|
|
Net cash used in
investing activities
|
|
|
(94,078)
|
|
|
|
(6,530)
|
|
|
|
|
|
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
|
|
|
|
|
Principal payments
under capital lease obligations
|
|
|
(12)
|
|
|
|
(75)
|
|
Proceeds from
long-term debt, net of discount
|
|
|
95,430
|
|
|
|
5,960
|
|
Proceeds from
Related-party – Unsecured subordinated promissory note, net of
unamortized discount
|
|
|
11,474
|
|
|
|
-
|
|
Repayment of
long-term debt
|
|
|
(10,795)
|
|
|
|
(88,345)
|
|
Repayment of
Related-party – Unsecured subordinated promissory note
|
|
|
(13,703)
|
|
|
|
-
|
|
Issuance of
contingently redeemable preferred stock, net of offering
costs
|
|
|
-
|
|
|
|
10,938
|
|
Exercise of stock
options and warrants
|
|
|
85
|
|
|
|
98
|
|
Proceeds from
Employee Stock Purchase Plan used for common stock
purchases
|
|
|
235
|
|
|
|
-
|
|
Stock repurchases
from employees for tax withholdings
|
|
|
-
|
|
|
|
(11,883)
|
|
Liquidation of
preferred stock (Series H, I and J)
|
|
|
-
|
|
|
|
(63,176)
|
|
Proceeds from merger
and recapitalization, net of transaction costs
|
|
|
-
|
|
|
|
209,802
|
|
Proceeds from
issuance of Class A Common Stock, net of issuance costs
|
|
|
51,545
|
|
|
|
-
|
|
Net cash provided by
financing activities
|
|
|
134,259
|
|
|
|
63,319
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH
AND CASH EQUIVALENTS
|
|
|
106
|
|
|
|
34,213
|
|
Cash and cash
equivalents at beginning of the period
|
|
|
38,754
|
|
|
|
4,541
|
|
Cash and cash
equivalents at end of the period
|
|
$
|
38,860
|
|
|
$
|
38,754
|
|
|
|
|
|
|
|
|
|
|
SOC Telemed,
Inc. and Subsidiaries and Affiliates
RECONCILIATION OF
GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands,
except per share data) (Unaudited)
|
|
|
|
Three Months
Ended
December 31,
|
|
|
Year
Ended
December 31,
|
|
|
Three Months
Ended
December 31,
|
|
|
Year Ended
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
% Change
|
|
|
Change
|
|
|
% Change
|
|
|
|
(dollars in
thousands)
|
|
Revenues
|
|
$
|
27,977
|
|
|
$
|
14,502
|
|
|
$
|
94,442
|
|
|
$
|
57,995
|
|
|
$
|
13,475
|
|
|
|
93
|
%
|
|
$
|
36,447
|
|
|
|
63
|
%
|
Cost of
revenues
|
|
|
18,826
|
|
|
|
9,265
|
|
|
|
64,091
|
|
|
|
38,542
|
|
|
|
9,561
|
|
|
|
103
|
%
|
|
|
25,549
|
|
|
|
66
|
%
|
Gross
profit
|
|
|
9,151
|
|
|
|
5,237
|
|
|
|
30,351
|
|
|
|
19,453
|
|
|
|
3,914
|
|
|
|
75
|
%
|
|
|
10,898
|
|
|
|
56
|
%
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization (a)
|
|
|
1,316
|
|
|
|
1,103
|
|
|
|
5,082
|
|
|
|
3,910
|
|
|
|
213
|
|
|
|
19
|
%
|
|
|
1,172
|
|
|
|
30
|
%
|
Equipment leasing
costs (b)
|
|
|
-
|
|
|
|
9
|
|
|
|
8
|
|
|
|
66
|
|
|
|
(9)
|
|
|
|
(100)
|
%
|
|
|
(58)
|
|
|
|
(88)
|
%
|
Stock-based
compensation (e)
|
|
|
23
|
|
|
|
-
|
|
|
|
60
|
|
|
|
-
|
|
|
|
23
|
|
|
|
*
|
|
|
|
60
|
|
|
|
*
|
|
Adjusted gross
profit
|
|
$
|
10,490
|
|
|
$
|
6,349
|
|
|
$
|
35,501
|
|
|
$
|
23,429
|
|
|
|
4,141
|
|
|
|
65
|
%
|
|
|
12,072
|
|
|
|
52
|
%
|
Adjusted gross
margin (as a percentage of revenues)
|
|
|
37
|
%
|
|
|
44
|
%
|
|
|
38
|
%
|
|
|
40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
December 31,
|
|
|
Year Ended
December 31,
|
|
|
Three Months
Ended
December 31,
|
|
|
Year Ended
December 31,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
Change
$
|
|
|
Change
%
|
|
|
Change
$
|
|
|
Change
%
|
|
|
|
(dollars in
thousands)
|
|
Net loss
|
|
$
|
(12,843)
|
|
|
$
|
(24,779)
|
|
|
$
|
(50,542)
|
|
|
$
|
(49,847)
|
|
|
$
|
11,936
|
|
|
|
(48)
|
%
|
|
$
|
(695)
|
|
|
|
1
|
%
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
(c)
|
|
|
1,956
|
|
|
|
3,737
|
|
|
|
9,029
|
|
|
|
12,227
|
|
|
|
(1,781)
|
|
|
|
(48)
|
%
|
|
|
(3,198)
|
|
|
|
(26)
|
%
|
Income tax
(benefit)
expense
(d)
|
|
|
19
|
|
|
|
21
|
|
|
|
(152)
|
|
|
|
31
|
|
|
|
(2)
|
|
|
|
(10)
|
%
|
|
|
(183)
|
|
|
|
*
|
|
Depreciation
and
amortization
(a)
|
|
|
2,554
|
|
|
|
1,495
|
|
|
|
9,313
|
|
|
|
5,503
|
|
|
|
1,059
|
|
|
|
71
|
%
|
|
|
3,810
|
|
|
|
69
|
%
|
Write off of property
and equipment, net (j)
|
|
|
185
|
|
|
|
-
|
|
|
|
185
|
|
|
|
-
|
|
|
|
185
|
|
|
|
*
|
|
|
|
185
|
|
|
|
*
|
|
Stock-based
compensation
(e)
|
|
|
1,484
|
|
|
|
16,630
|
|
|
|
14,814
|
|
|
|
17,909
|
|
|
|
(15,144)
|
|
|
|
(91)
|
%
|
|
|
(3,095)
|
|
|
|
(17)
|
%
|
Gain on
puttable
option
liabilities
(g)
|
|
|
-
|
|
|
|
(518)
|
|
|
|
-
|
|
|
|
(1)
|
|
|
|
518
|
|
|
|
(100)
|
%
|
|
|
1
|
|
|
|
*
|
|
Gain on
contingent
shares
issuance
liabilities
(f)
|
|
|
(1,600)
|
|
|
|
(4,237)
|
|
|
|
(11,325)
|
|
|
|
(4,237)
|
|
|
|
2,637
|
|
|
|
(62)
|
%
|
|
|
(7,088)
|
|
|
|
167
|
%
|
Gain on change in
fair
value of
contingent
consideration
(h)
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,265)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
|
|
(3,265)
|
|
|
|
*
|
|
Integration,
acquisition,
transaction,
and
executive
severance costs
(i)
|
|
|
4,362
|
|
|
|
3,781
|
|
|
|
12,499
|
|
|
|
7,304
|
|
|
|
579
|
|
|
|
15
|
%
|
|
|
5,195
|
|
|
|
71
|
%
|
Adjusted
EBITDA
|
|
$
|
(3,883)
|
|
|
$
|
(3,870)
|
|
|
$
|
(19,444)
|
|
|
$
|
(11,111)
|
|
|
|
(14)
|
|
|
|
0
|
%
|
|
|
(8,333)
|
|
|
|
75
|
%
|
|
|
Three Months
Ended
December 31,
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
|
% Change
|
|
|
|
(dollars in
thousands)
|
|
Selling, general and
administrative expenses (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
1,503
|
|
|
$
|
2,526
|
|
|
$
|
(1,023)
|
|
|
|
(40)
|
%
|
Research and
development
|
|
|
1,199
|
|
|
|
436
|
|
|
|
763
|
|
|
|
175
|
%
|
Operations
|
|
|
2,610
|
|
|
|
2,493
|
|
|
|
117
|
|
|
|
5
|
%
|
General and
administrative
|
|
|
16,307
|
|
|
|
25,558
|
|
|
|
(9,251)
|
|
|
|
(36)
|
%
|
Total
|
|
$
|
21,619
|
|
|
$
|
31,013
|
|
|
$
|
(9,394)
|
|
|
|
(30)
|
%
|
|
|
(1)
|
Selling, general, and
administrative expenses include the following expenses for the
periods presented:
|
|
|
Three Months
Ended
December 31, 2021
|
|
|
Three Months Ended
December 31, 2020
|
|
|
|
Stock-Based
Compensation
|
|
|
Depreciation
and
Amortization
|
|
|
Integration
Costs
|
|
|
Stock-Based
Compensation
|
|
|
Depreciation
and
Amortization
|
|
|
Integration
Costs
|
|
|
|
(dollars in
thousands)
|
|
Sales and
marketing
|
|
$
|
(239)
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
23
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Research and
development
|
|
|
202
|
|
|
|
-
|
|
|
|
-
|
|
|
|
94
|
|
|
|
-
|
|
|
|
-
|
|
Operations
|
|
|
128
|
|
|
|
-
|
|
|
|
-
|
|
|
|
69
|
|
|
|
-
|
|
|
|
-
|
|
General and
administrative
|
|
|
1,370
|
|
|
|
1,238
|
|
|
|
4,362
|
|
|
|
16,445
|
|
|
|
392
|
|
|
|
3,781
|
|
Total
|
|
$
|
1,461
|
|
|
$
|
1,238
|
|
|
$
|
4,362
|
|
|
$
|
16,631
|
|
|
$
|
392
|
|
|
$
|
3,781
|
|
|
|
Three Months
Ended
December 31,
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
|
% Change
|
|
|
|
(dollars in
thousands)
|
|
Selling, general and
administrative expenses excluding
stock-based compensation, depreciation and amortization
and integration costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
1,742
|
|
|
$
|
2,503
|
|
|
$
|
(761)
|
|
|
|
(30)
|
%
|
Research and
development
|
|
|
997
|
|
|
|
342
|
|
|
|
655
|
|
|
|
192
|
%
|
Operations
|
|
|
2,482
|
|
|
|
2,424
|
|
|
|
58
|
|
|
|
2
|
%
|
General and
administrative
|
|
|
9,337
|
|
|
|
4,940
|
|
|
|
4,397
|
|
|
|
89
|
%
|
Total
|
|
$
|
14,558
|
|
|
$
|
10,209
|
|
|
$
|
4,349
|
|
|
|
43
|
%
|
|
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
|
% Change
|
|
|
|
(dollars in
thousands)
|
|
Selling, general and
administrative expenses (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
8,861
|
|
|
$
|
7,446
|
|
|
$
|
1,415
|
|
|
|
19
|
%
|
Research and
development
|
|
|
2,894
|
|
|
|
1,376
|
|
|
|
1,518
|
|
|
|
110
|
%
|
Operations
|
|
|
10,328
|
|
|
|
9,032
|
|
|
|
1,296
|
|
|
|
14
|
%
|
General and
administrative
|
|
|
64,523
|
|
|
|
43,426
|
|
|
|
21,097
|
|
|
|
49
|
%
|
Total
|
|
$
|
86,606
|
|
|
$
|
61,280
|
|
|
$
|
25,326
|
|
|
|
41
|
%
|
|
|
(1)
|
Selling, general, and
administrative expenses include the following expenses for the
periods presented:
|
|
|
|
|
Year Ended
December 31, 2021
|
|
|
Year Ended
December 31, 2020
|
|
|
|
Stock-Based
Compensation
|
|
|
Depreciation
and
Amortization
|
|
|
Integration
Costs
|
|
|
Stock-Based
Compensation
|
|
|
Depreciation
and
Amortization
|
|
|
Integration
Costs
|
|
|
|
(dollars in
thousands)
|
|
Sales and
marketing
|
|
$
|
255
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
41
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Research and
development
|
|
|
661
|
|
|
|
-
|
|
|
|
-
|
|
|
|
143
|
|
|
|
-
|
|
|
|
-
|
|
Operations
|
|
|
612
|
|
|
|
-
|
|
|
|
-
|
|
|
|
114
|
|
|
|
-
|
|
|
|
-
|
|
General and
administrative
|
|
|
13,226
|
|
|
|
4,231
|
|
|
|
12,499
|
|
|
|
17,611
|
|
|
|
1,593
|
|
|
|
7,304
|
|
Total
|
|
$
|
14,754
|
|
|
$
|
4,231
|
|
|
$
|
12,499
|
|
|
$
|
17,909
|
|
|
$
|
1,593
|
|
|
$
|
7,304
|
|
|
|
Year Ended
December 31,
|
|
|
|
|
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Change
|
|
|
% Change
|
|
|
|
(dollars in
thousands)
|
|
Selling, general and
administrative expenses excluding
stock-based compensation, depreciation and amortization
and integration costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
8,606
|
|
|
$
|
7,405
|
|
|
$
|
1,201
|
|
|
|
16
|
%
|
Research and
development
|
|
|
2,233
|
|
|
|
1,233
|
|
|
|
1,000
|
|
|
|
81
|
%
|
Operations
|
|
|
9,716
|
|
|
|
8,918
|
|
|
|
798
|
|
|
|
9
|
%
|
General and
administrative
|
|
|
34,567
|
|
|
|
16,918
|
|
|
|
17,649
|
|
|
|
104
|
%
|
Total
|
|
$
|
55,122
|
|
|
$
|
34,474
|
|
|
$
|
20,648
|
|
|
|
60
|
%
|
Explanation of
Non-GAAP Adjustments
|
(a)
|
Depreciation and
amortization consists primarily of depreciation of fixed assets,
amortization of capitalized software development costs and
amortization of acquisition-related intangible assets, such as
customer relationships, non-compete agreements, and trade names
acquired in connection with business combinations. While
depreciation and amortization are non-cash charges, the assets
being depreciated or amortized will often have to be replaced or
updated in the future, and these measures do not reflect any cash
requirements for these replacements or updates. Additionally, we
incur amortization of acquisition-related intangible assets based
on the portion of the purchase price allocated to intangible assets
and the estimated useful lives of such assets. However, the
purchase price allocated to these assets is not necessarily
reflective of the cost we would incur to internally develop the
intangible asset and we do not believe these charges are reflective
of our operating results in the period incurred. We eliminate these
non-cash charges from our non-GAAP operating results to facilitate
an understanding of our operating and financial performance from
period-to-period.
|
(b)
|
Equipment
leasing costs consist of the cost of procuring telemedicine
equipment through lease financing. We ceased this practice in the
second quarter of 2017. We eliminate these charges from our
non-GAAP operating results to facilitate an understanding of our
operating and financial performance from
period-to-period.
|
(c)
|
Interest expense
consists primarily of interest incurred on our outstanding
indebtedness and non-cash interest related to the amortization of
debt discount and issuance costs associated with our term loan
agreement. We eliminate these cash and non-cash expenses from our
non-GAAP operating results to facilitate an understanding of our
operating and financial performance from period-to-period within
our presentation of adjusted EBITDA. Adjusted EBITDA is widely used
by investors to measure a company's operating performance without
regard to items, such as interest benefit and expense, income tax
benefit and expense, depreciation and amortization, stock-based
compensation, and other charges and income. We believe adjusted
EBITDA is useful in evaluating our operating performance compared
to that of other companies in our industry as this metric generally
eliminates the effects of certain items that may vary from company
to company for reasons unrelated to overall operating
performance.
|
(d)
|
We incur income tax
expenses or benefits that are related to prior periods. We
eliminate these expenses from our non-GAAP operating results to
facilitate an understanding of our operating and financial
performance from period-to-period within our presentation of
adjusted EBITDA.
|
(e)
|
Stock-based
compensation expense consists of expenses for stock options and
other stock-based awards. Although stock-based compensation is a
key incentive offered to our employees, we continue to evaluate our
operating and financial performance excluding stock-based
compensation expenses. Stock-based compensation expenses will recur
in future periods. We evaluate our performance both with and
without these measures because stock-based compensation is a
non-cash expense and can vary significantly over time based on the
timing, size, nature and design of the awards granted, and is
influenced in part by certain factors that are generally beyond our
control, such as the volatility of the market value of our common
stock. In addition, we eliminate stock-based compensation expense
from our non-GAAP operating results to facilitate an understanding
of our operating and financial performance from
period-to-period.
|
(f)
|
Gain on contingent
share issuance liabilities consists of the change in fair value of
1,875,000 shares of our common stock held by HCMC's sponsor and
subsequently distributed to permitted transferees and were modified
and became subject to forfeiture in connection with the closing of
our Merger Transaction, and 350,000 private placement warrants
granted to HCMC's sponsor subsequently distributed to its permitted
transferees as part of the Merger Transaction. The contingent
shares issuance liabilities are revalued at their fair value every
reporting period.
|
(g)
|
Loss on puttable
option liabilities consists of changes in the fair value of
puttable option liabilities. We eliminate these non-cash expenses
from our non-GAAP operating results to facilitate an understanding
of our operating and financial performance from
period-to-period.
|
(h)
|
Gain on change in
fair value of contingent consideration is the change in fair value
of the earnout contingent consideration and the deferred payment in
connection with our acquisition of Access Physicians in Q1 2021.
The contingent consideration is revalued every reporting period
based on the estimation of the likelihood that such contingent
consideration will be earned. We eliminate these non-cash
activities from our non-GAAP operating results to facilitate an
understanding of our operating and financial performance from
period-to-period.
|
(i)
|
Integration,
acquisition, transaction and executive severance costs represent
the transaction and business integration costs related to our
business combination with Healthcare Merger Corp. in Q4 2020 and
our acquisition of Access Physicians in Q1 2021. These costs
include incremental expenses incurred to affect business
combinations such as advisory, legal, accounting, valuation, and
other professional or consulting fees, as well as other related
incremental executive severance costs. We exclude these costs from
our non-GAAP results as they have no direct correlation to the
operation of our business, and because we believe that the non-GAAP
financial measures excluding these costs provide useful information
about our spending trends to facilitate an understanding of our
operating and financial performance from
period-to-period.
|
(j)
|
Write off of property
and equipment, net represents non-cash charges relating to
defective property and equipment. We eliminate these non-cash
expenses from our non-GAAP operating results to facilitate an
understanding of our operating and financial performance from
period-to-period.
|
Investor Relations:
Steve Rubis
Vice President, Investor Relations
SOC Telemed
srubis@soctelemed.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/soc-telemed-reports-fourth-quarter-and-full-year-2021-financial-and-operating-results-301514266.html
SOURCE SOC Telemed